[{"title": "airbnb.txt", "text": "-- -- --\n \n \n -- -- --\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nFORM 10-K\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n(Mark One)\n\n --- -------------------------------------------------------------------------------------- -- -- -- --\n \n \u2612 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 \n --- -------------------------------------------------------------------------------------- -- -- -- --\n\nFor the fiscal year ended December\u00a01, 2022\n\nOR\n\n --- ------------------------------------------------------------------------------------------ -- -- -- --\n \n \u2610 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 \n For the transition period from\\_\\_\\_\\_\\_ to \\_\\_\\_\\_\\_ \n --- ------------------------------------------------------------------------------------------ -- -- ----\n\nCommission File Number: 001-39778\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n![image](649ee4633a0ae37ad9659665ec145c620f43b107.jpg){width=\"0.46875in\"\nheight=\"0.375in\"}\n\nAirbnb, Inc.\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n ---------- -- ------------ ---------------------------------------------------------------- -- -------------------------------------- -- -- --\n \n Delaware 26-3051428 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) \n ---------- -- ------------ ---------------------------------------------------------------- -- -------------------------------------- -- -- --\n\n888 Brannan Street\n\nSan Francisco, California 94103\n\n(Address of Principal Executive Offices)(Zip Code)\n\n\\(415\\) 510-4027\n\n(Registrant' Telephone Number, Including Area Code)\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\n ------------------------------------------------------------- ------------------- ------------------------------------------- ----------------------------"}, {"title": "airbnb.txt", "text": "------------------------ ------ ------------------------- -- -- --\n \n Securities registered pursuant to Section 12(b) of the Act: \n \n Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Class A common stock, par value \\$0.0001 per share ABNB The Nasdaq Stock Market \n ------------------------------------------------------------- ------------------- ------------------------------------------- ---------------------------------------------------- ------ ------------------------- -- -- --\n\nSecurities registered pur"}, {"title": "airbnb.txt", "text": "suant to Section 12(g) of the Act:\n\nNone\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nIndicate by check mark if the registrant is a well-known seasoned\nissuer, as defined in Rule 405 of the Securities Act. Yes \u2612No \u2610\n\nIndicate by check mark if the registrant is not required to file reports\npursuant to Section 13 or Section 15(d) of the Exchange Act. Yes \u2610No \u2612\n\nIndicate by check mark whether the registrant (1) has filed all reports\nrequired to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period\nthat the registrant was required to file such reports), and (2) has been\nsubject to such filing requirements for the past 90 days. Yes \u2612No \u2610\n\nIndicate by check mark whether the registrant has submitted\nelectronically every Interactive Data File required to be submitted\npursuant to Rule 405 of Regulation S-T (\u00a7232.405 of this chapter) during\nthe preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes \u2612No \u2610\n\nIndicate by check mark whether the registrant is a large accelerated\nfiler, an accelerated filer, a non-accelerated filer, a smaller\nreporting company, or an emerging growth co"}, {"title": "airbnb.txt", "text": "mpany. See the definitions of\n\"arge accelerated filer,\"\"ccelerated filer,\"\"maller reporting\ncompany\"and \"merging growth company\"in Rule 12b-2 of the Exchange Act.\n\n ------------------------- --- -- ------------------------- --- ----------------------- --- -- --------------------------- --- -- -- -- -- --\n \n Large accelerated filer \u2612 Accelerated filer \u2610 Non-accelerated filer \u2610 Smaller reporting company \u2610 \n Emerging growth company \u2610 \n ------------------------- --- -- ------------------------- --- ----------------------- --- -- --------------------------- --- -- -- -- -- --\n\nIf an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with\nany new or revised financial accounting standards provided pursuant to\nSection\u00a03(a) of the Exchange Act. \u2610\n\nIndicate by check mark whether the registrant has filed a report on and\nattestation to its management' assessment of the effectiveness of its\ninternal control over financial reporting under Section 404(b) of the\nSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public\naccounting firm that prepared or issued its audit report. \u2612\n\nIf securities are registered pursuant to Section 12(b) of the Act,\nindicate by check mark whether the financial statements of the\nregistrant included in the filing reflect the correction of an error to\npreviously issued financial statements. \u2610\n\nIndicate by check mark whether any of those error corrections are\nrestatements that required a recovery analysis of incentive-based\ncompensation received by any of the registrant' executive officers\nduring the relevant recovery period pursuant to \u00a740.10D-1(b). \u2610\n\nIndicate by check mark whether the registrant is a shell company (as\ndefined in Rule 12b-2 of the Exchange Act). Yes \u2610No \u2612\n\nAs of June 30, 2022, the aggregate market value of the Class A common\nstock held by non-affiliates of the registrant was approximately \\$35.1\nbillion based upon the closing price reported for such date on the\nNASDAQ Global Select Market.\n\nAs of February\u00a0, 2023, 408,928,427 shares of the registrant\\'s C"}, {"title": "airbnb.txt", "text": "lass A\ncommon stock were outstanding 222,400,067 shares of the registrant\\'s\nClass B common stock were outstanding, no shares of the registrant'\nClass C common stock were outstanding, and 9,200,000 shares of the\nregistrant' Class H common stock were outstanding.\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nThe information required by Part III of this Report, to the extent not\nset forth herein, is incorporated herein by reference from the\nregistrant' definitive proxy statement relating to the Annual Meeting of\nShareholders to be held in 2023, which definitive proxy statement shall\nbe filed with the Securities and Exchange Commission within 120 days\nafter the end of the fiscal year to which this Report relates.\n\n -- -- --\n \n \n -- -- --\n\nAIRBNB, INC.\n\nTABLE OF CONTENTS\n\n ---------- -- -- ------ -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n PageItem 9C. \n \n \n \n \n ---------- -- -- ------ -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\nSpecial Note Regarding Forward-Looking Statements\n\nThis Annual Report on Form 10-K contains forward-looking statements,\nwithin the meaning of the Private Securities Litigation Reform Act of\n1995, about us and our industry that involve substantial risks and\nuncertainties. All statements other than statements of historical facts\ncontained in this Annual Report on Form 10-K, including statements\nregarding our strategy, future financial condition, future operations,\nprojected costs, prospects, plans, objectives of management, and\nexpected market growth, are forward-looking statements. In some cases,\nyou can identify forward-looking statements because they contain words\nsuch as\n\"ay,\"\"ill,\"\"hall,\"\"hould,\"\"xpects,\"\"lans,\"\"nticipates,\"\"ould,\"\"ntends,\"\"arget,\"\"rojects,\"\"ontemplates,\"\"elieves,\"\"stimates,\"\"redicts,\"\"otential,\"\"oal,\"\"bjective,\"\"eeks,\"or\n\"ontinue\"or the negative of these words or other similar terms or\nexpressions that concern our expectations, strategy, plans, or\nintentions. Forward-looking statements contained in this Annual Report\non Form 10-K include, but are not limited to, statements about:\n\n\u2022the effects of macroeconomic conditions, including inflation,"}, {"title": "airbnb.txt", "text": "slower\ngrowth or recession, higher interest rates, high unemployment and\ncurrency fluctuations, on the demand for travel or similar experiences;\n\n\u2022the effects of supply constraints on availability of Host homes;\n\n\u2022our ability to effectively manage our exposure to fluctuations in\nforeign currency exchange rates;\n\n\u2022the continued effects of the COVID-19 pandemic, including as a result\nof new strains or variants of the virus, as well as other highly\ninfectious diseases, on our business, the travel industry, travel\ntrends, and the global economy generally;\n\n\u2022our expectations regarding our financial performance, including our\nrevenue, costs, Adjusted Earnings Before Interest, Taxes, Depreciation\nand Amortization (\"BITDA\", and Free Cash Flow;\n\n\u2022our expectations regarding future operating performance, including\nNights and Experiences Booked, Gross Booking Value (\"BV\", Average Daily\nRates (\"DR\", and GBV per Night and Experience Booked;\n\n\u2022our ability to attract and retain Hosts and guests;\n\n\u2022our ability to compete in our industry;\n\n\u2022our expectations regarding the resilience of our model, including in\nareas such as domestic travel, short-distance travel, travel outside of\ntop cities, and long-term stays;\n\n\u2022seasonality, including the return of pre-COVID-19 pandemic patterns of\nseasonality, and the effects of seasonal trends on our results of\noperations;\n\n\u2022our expectations regarding the impact of our marketing strategy, and\nour ability to continue to attract guests and Hosts to our platform\nthrough direct and unpaid channels;\n\n\u2022anticipated trends, developments, and challenges in our industry,\nbusiness, and the highly competitive markets in which we operate;\n\n\u2022our ability to anticipate market needs or develop new or enhanced\nofferings and services to meet those needs;\n\n\u2022our ability to manage expansion into international markets and new\nbusinesses;\n\n\u2022our ability to stay in compliance with laws and regulations that\ncurrently apply or may become applicable to our business both in the\nUnited States and internationally and our expectations regarding various\nlaws and restrictions that relate to our business;\n\n\u2022our expectations regarding our income tax liabilities, including\nanticipated increases in foreign taxes, and the adequacy of our\nreserves;\n\n\u2022our ability to effectively manage our growth and expand our\ninfrastructure and maintain our corporate culture, and our employee\nini"}, {"title": "airbnb.txt", "text": "tiatives;\n\n\u2022our ability to identify, recruit, and retain skilled personnel,\nincluding key members of senior management;\n\n\u2022the safety, affordability, and convenience of our platform and our\nofferings;\n\n\u2022our ability to successfully defend litigation brought against us;\n\n\u2022the sufficiency of our cash, cash equivalents, and investments to meet\nour liquidity needs;\n\n\u2022our ability to maintain, protect, and enhance our intellectual\nproperty;\n\n\u2022our ability to make required payments under our credit agreement and to\ncomply with the various requirements of our indebtedness;\n\n\u2022the impact of the ongoing military action between Russia and Ukraine on\nour business;\n\n\u2022human capital management, including our Live and Work Anywhere policy\nand diversity and belonging initiatives and commitments;\n\n\u2022environmental, social, and governance matters, including our Net Zero\nemissions and climate-related initiatives and commitments; and\n\n\u2022our plan to make distributions to our Host Endowment Fund.\n\nWe caution you that the foregoing list does not contain all of the\nforward-looking statements made in this Annual Report on Form 10-K. You\nshould not rely upon forward-looking statements as predictions of future\nevents. We have based the forward-looking statements contained in this\nAnnual Report on Form 10-K primarily on our current expectations,\nestimates, forecasts, and projections about future events and trends\nthat we believe may affect our business, results of operations,\nfinancial condition, and prospects. Although we believe that we have a\nreasonable basis for each forward-looking statement contained in this\nAnnual Report on Form 10-K, we cannot guarantee that the future results,\nlevels of activity, performance, or events and circumstances reflected\nin the forward-looking statements will be achieved or occur at all. The\noutcome of the events described in these forward-looking statements is\nsubject to risks, uncertainties, and other factors described in the\nsection titled \"isk Factors\"and elsewhere in this Annual Report on Form\n10-K. Moreover, we operate in a highly competitive and rapidly changing\nenvironment. New risks and uncertainties emerge from time to time, and\nit is not possible for us to predict all risks and uncertainties that\ncould have an impact on the forward-looking statements contained in this\nAnnual Report on Form 10-K. The results, events, and circumstances\nreflected in t"}, {"title": "airbnb.txt", "text": "he forward-looking statements may not be achieved or\noccur, and actual results, events, or circumstances could differ\nmaterially from those described in the forward-looking statements.\n\nThe forward-looking statements made in this Annual Report on Form 10-K\nrelate only to events as of the date on which the statements are made\navailable. We undertake no obligation to update any forward-looking\nstatements made in this Annual Report on Form 10-K to reflect events or\ncircumstances after the date of this Annual Report on Form 10-K or to\nreflect new information or the occurrence of unanticipated events,\nexcept as required by law. We may not actually achieve the plans,\nintentions, or expectations disclosed in our forward-looking statements,\nand you should not place undue reliance on our forward-looking\nstatements. Our forward-looking statements do not reflect the potential\nimpact of any future acquisitions, mergers, dispositions, joint\nventures, or investments we may make.\n\n1\n\nIn addition, statements that \"e believe\"and similar statements reflect\nour beliefs and opinions on the relevant subject. These statements are\nbased upon information available to us as of the date of this Annual\nReport on Form 10-K, and while we believe such information forms a\nreasonable basis for such statements, such information may be limited or\nincomplete, and our statements should not be read to indicate that we\nhave conducted an exhaustive inquiry into, or review of, all potentially\navailable relevant information. These statements are inherently\nuncertain, and you are cautioned not to unduly rely upon these\nstatements.\n\nYou should read this Annual Report on Form 10-K and the documents that\nwe reference in this Annual Report on Form 10-K and have filed as\nexhibits to this Annual Report on Form 10-K, completely and with the\nunderstanding that our actual future results may be materially different\nfrom what we expect. We qualify all of the forward-looking statements in\nthis Annual Report on Form 10-K by these cautionary statements.\n\nRisk Factors Summary\n\nThe following is a summary of the principal risks that could materially\nadversely affect our business, results of operations, and financial\ncondition, all of which are more fully described in the section titled\n\"isk Factors.\"This summary should be read in conjunction with the \"isk\nFactors\"section and should not be relied upon as an exhaustiv"}, {"title": "airbnb.txt", "text": "e summary\nof the material risks facing our business.\n\n\u2022Our revenue growth rate has slowed over time, and we expect it to\ncontinue to slow in the future.\n\n\u2022If we fail to retain existing Hosts or add new Hosts, or if Hosts fail\nto provide high-quality stays and experiences, our business, results of\noperations, and financial condition would be materially adversely\naffected.\n\n\u2022If we fail to retain existing guests or add new guests, our business,\nresults of operations, and financial condition would be materially\nadversely affected.\n\n\u2022Any decline or disruption in the travel and hospitality industries or\neconomic downturn could materially adversely affect our business,\nresults of operations, and financial condition.\n\n\u2022The COVID-19 pandemic has materially adversely impacted, and may\ncontinue to adversely impact, our business, results of operations, and\nfinancial condition.\n\n\u2022We have previously incurred net losses and our Adjusted EBITDA and Free\nCash Flow have declined in prior periods. We may once again incur net\nlosses and experience a decline in Adjusted EBITDA and Free Cash, and we\nmay not be able to sustain profitability.\n\n\u2022The business and industry in which we participate are highlycompetitive, and we may be unable to compete successfully with our\ncurrent or future competitors.\n\n\u2022Laws, regulations, and rules that affect the short-term rental,\nlong-term rental, and home sharing business have limited and may\ncontinue to limit the ability or willingness of Hosts to share their\nspaces over our platform and expose our Hosts or us to significant\npenalties, which have had and could continue to have a material adverse\neffect on our business, results of operations, and financial condition.\n\n\u2022We are subject to a wide variety of complex, evolving, and sometimes\ninconsistent and ambiguous laws and regulations that may adversely\nimpact our operations and discourage Hosts and guests from using our\nplatform, and that could cause us to incur significant liabilities\nincluding taxes, compliance costs, fines, and criminal penalties, which\ncould have a material adverse effect on our business, results of\noperations, and financial condition.\n\n\u2022Maintaining and enhancing our brand and reputation is critical to our\ngrowth, and negative publicity could damage our brand and thereby harm\nour ability to compete effectively, and could materially adversely\naffect our business, results of o"}, {"title": "airbnb.txt", "text": "perations, and financial condition.\n\n\u2022If we are unable to manage the risks presented by our business model\ninternationally, our business, results of operations, and financial\ncondition would be materially adversely affected.\n\n\u2022The multi-series structure of our common stock has the effect of\nconcentrating voting control with certain holders of our common stock,\nincluding our directors, executive officers, and 5% stockholders and\ntheir respective affiliates, who held in the aggregate 92.1% of the\nvoting power of our capital stock as of December 31, 2022.\n\n\u2022We may have exposure to greater than anticipated income tax\nliabilities. In December 2020, we received a Notice of Proposed\nAdjustment (\"OPA\" from the IRS for the 2013 tax year proposing an\nincrease to our U.S. taxable income that could result in additional\nincome tax expense and cash tax liability of \\$1.3 billion, plus\npenalties and interest, which exceeds our current reserve recorded in\nour consolidated financial statements by more than \\$1.0 billion.\n\n2\n\nPART I\n\nItem 1. Business\n\nOverview\n\nWe are a community based on connection and belonging--- community that\nwas born in 2007 when two Hosts welcomed three guests to their San\nFrancisco home, and has since grown to over 4 million Hosts who have\nwelcomed over 1.4 billion guest arrivals to over 100,000 cities and\ntowns in almost every country and region across the globe. Hosts on\nAirbnb are everyday people who share their worlds to provide guests with\nthe feeling of connection and being at home. We strive to connect people\nand places.\n\nAirbnb has five stakeholders and is designed with all of them in mind.\nAlong with employees and shareholders, we serve Hosts, guests, and the\ncommunities in which they live. We intend to make long-term decisions\nconsidering all of our stakeholders because their collective success is\nkey for our business to thrive.\n\nA Resilient Model\n\nAs we look forward, we recognize the potential impact of the challenging\nmacroeconomic conditions, including inflation and rising interest rates,\npotential decreased consumer spending, and the continued disruption of\nthe COVID-19 pandemic on travel across the world.\n\nWe believe we are well positioned for the road ahead due to our\nadaptability and relentless innovation. First, our business model is\nadaptable. We have nearly every type of space in nearly every location,\nso however travel changes, we"}, {"title": "airbnb.txt", "text": "are able to adapt. Regardless of the\neconomic environment, our guests come to Airbnb because they can find\ngreat value, and our Hosts can earn extra income. Second, we'e\nrelentlessly innovated while also staying focused and disciplined.\nDuring the height of the pandemic, we made many difficult choices to\nreduce our spending, making us a leaner and more focused company, and we\nhave kept this discipline ever since.\n\nOur Long-Term Growth Strategy\n\nOur strategy is to continue to invest in our key strengths:\n\n\u2022*Unlock more hosting.* We will continue to invest in growing the size\nand quality of our Host community. We plan to attract more Hosts\nglobally by expanding use cases and supporting all different types of\nHosts, including those who host occasionally. We will also continue to\nincrease the support that we provide to our Hosts to deliver\nhigh-quality stays and experiences for guests.\n\n\u2022*Grow and engage our guest community.* We intend to continue to attract\nnew guests to Airbnb and will continue to focus on engaging our existing\nguests to return to book and to use Airbnb with more frequency. With new\nbehaviors developed during the COVID-19 pandemic, we believe the ways\nthat people approach work, living, and travel have fundamentally\nchanged. We believe there will be further opportunities to enhance our\nofferings based on these new behaviors and attract more guests to our\nplatform.\n\n\u2022*Invest in our brand.* We intend to continue to invest in our brand to\neducate new Hosts and guests on the benefits of Airbnb and the\nuniqueness of our offerings. We will continue to leverage our brand\nthrough a cohesive and integrated marketing strategy punctuated by our\ntwo product launches per year.\n\n\u2022*Expand our global network.* We plan to expand our global network and\ncontinue to partner with communities to update laws and regulations for\nshort-term rentals to allow more Hosts to join our platform.\n\n\u2022*Design new products and offerings.* Our innovations are focused on\nimproving our Host and guest experiences, making Airbnb more accessible\nand appealing for new Hosts and guests and driving increased engagement\nand loyalty with our existing community. We have made over 340 upgrades\nto our platform over the past two years, making it even easier to host\nand guests to book on Airbnb.\n\nOur Platform\n\n*Our Platform for Hosts*\n\nWe built our platform to seamlessly onboard new Hosts, espe"}, {"title": "airbnb.txt", "text": "cially those\nwho previously had not considered hosting. We partner with Hosts\nthroughout the process of setting up their listing and provide them with\na robust suite of tools to successfully manage their listings, including\nscheduling, merchandising, integrated payments, community support, Host\nprotections, pricing guidance, and feedback from reviews. In November\n2022, we launched Airbnb Setup, which is a new way to easily list a\nhome, with free one-to-one guidance from a Superhost Ambassador.\n\nWe count the number of Hosts on our platform based on the number of\nusers with available listings, defined as accommodations and experiences\nthat are viewable on our platform (excluding HotelTonight), as of a\ncertain date. We consider a listing of a home or an experience to be an\n\\\"active listing\\\" if it is viewable on Airbnb and has been previously\nbooked at least once on Airbnb (excluding HotelTonight). In July 2022,\nall of our mainland Chinese listings were taken down as part of our\ndecision to close the domestic business in China and instead focus on\nthe outbound China business. As of December 31, 2022, we had 6.6 million\nactive listings globally.\n\n3\n\n*Our Platform for Guests*\n\nOur website and mobile apps provide our guests with an engaging way to\nexplore a wide variety of unique homes and experiences and an easy way\nto book them. To better meet the needs of our guests in 2022, we\nlaunched a new way to search on Airbnb designed around Airbnb\nCategories, with over 60 new categories that organize homes based on\ntheir style, location, or proximity to a travel activity. In June 2022,\nwe also launched travel insurance for guests to provide guests in\ncertain jurisdictions with the option to insure guest reservations\nagainst certain risks associated with their bookings.\n\nOur System of Trust\n\nThe system for trust that we have designed includes the following\ncomponents: Host and guest reviews, account protection, risk scoring,\nsecure payments, a nondiscrimination policy, watchlist and background\nchecks in certain jurisdictions, cleanliness, fraud and scam prevention,\ninsurance and similar protections, booking restrictions, an urgent\nsafety line, a 24/7 neighborhood support line, and a guest refund\npolicy.\n\nWe offer top-to-bottom protection for our Hosts through AirCover for\nHosts, which we expanded in November 2022. AirCover for Hosts includes,\namong other features, guest"}, {"title": "airbnb.txt", "text": "property damage protection of up to \\$3\nmillion per stay, liability coverage to Hosts of up to \\$1 million per\noccurrence in the event of third-party claims of personal injury or\nproperty damage, deep cleaning protection, and pet damage protection.\n\nIn addition to AirCover for Hosts, we introduced AirCover for guests in\nMay 2022. AirCover for guests provides guests with a booking protection\nguarantee, a check-in guarantee, a \"et-what-you-booked\"guarantee, and a\n24-hour safety support line.\n\nWe have new initiatives under development and will continue to create\nadditional features to strengthen the trust and safety on our platform.\n\nOur Technology\n\nOur technology platform powers our two-sided marketplace and enables our\nglobal network of Hosts and guests. As of December\u00a01, 2022, we had more\nthan 1,900 engineers within our product development organization. Given\nthe nature of the business, our technology platform has broad and\ncomplex requirements:\n\n\u2022*Support of global payments*. It supports global payment capabilities;\nmultilingual, real-time, community safety and support; city-specific\nregulatory support; and sophisticated anti-fraud and\nanti-money-laundering measures.\n\n\u2022*Delivery of deep business insights*. It delivers deep business\nintelligence insights to manage our marketplace, including pricing\ninsights and occupancy optimization for our Hosts.\n\n\u2022*Incorporation of sophisticated machine learning*. It incorporates\nsophisticated machine learning to power key areas, from fraud detection,\nto enabling customized and real-time community support.\n\n\u2022*Operation of a microservices architecture*. We operate a microservices\narchitecture and are evolving our foundational components to enable us\nto move rapidly in response to evolving customer needs without\nsacrificing correctness or stability.\n\nAs we continue to evolve our foundational technology, we are focused on\nthe following broad capabilities:\n\n\u2022Data management systems that continue to support user privacy,\nanalytics, machine learning, and business insights.\n\n\u2022Service reliability leading to best-in-class performance centered on\navailability, latency, disaster recovery and business continuity,\nsecurity, testability, observability, operability, and agility.\n\n\u2022Cloud support focusing on robust capabilities for granular attribution\nand usage patterns to realize efficiency gains.\n\nThese continued technology investments"}, {"title": "airbnb.txt", "text": "aim to ensure we have a robust\nplatform that allows us to more quickly adapt to the needs of our Hosts\nand guests around the world and increase the productivity of our product\ndevelopment organization.\n\nOur Marketing\n\nOur marketing strategy includes brand marketing, communications, and\nperformance marketing. Brand marketing increases awareness among\npotential Hosts and guests, helping them understand the benefits of\nhosting and booking stays and experiences, and what makes these stays\nand experiences distinctly Airbnb. Our global communications team works\nacross press, policy, and influencers to share timely and important news\nabout Airbnb. They also oversee the execution of a global consumer,\nproduct, corporate, and policy-communications plan that supports our\nbrand strategy and generates considerable press and social media\ncoverage. While performance marketing drives additional traffic from\nhigh-intent prospective guests, the strength of the Airbnb brand and our\ncommunications strategy allows us to be less reliant on performance\nmarketing.\n\nHuman Capital\n\nWe consider the management of our global talent to be essential to the\nongoing success of our business. As of December\u00a01, 2022, we had 6,811\nemployees.\n\n4\n\nAs of December\u00a01, 2022, we relied on a global network of approximately\n11,000 third-party contingent workers to handle the vast majority of our\ncommunity support contacts. Our internal community support employees are\ncomprised of operations teams who handle complex and sensitive issues,\nand enablement teams who support all community-facing teams, including\nour partners.\n\nAttracting, recruiting, developing, and retaining diverse talent enables\nus to provide our Hosts and guests with innovative products and services\nas well as serve our other stakeholders. As of December\u00a01, 2022, 49% of\nour global employees identify in the gender binary as women and 16% of\nour U.S.-based employees identify as under-represented minorities.\nThrough our hiring process, we commit to encouraging diversity and\neliminating bias, and we publish the changing demographic makeup of our\nworkforce to hold ourselves accountable. We are also focused on\nsupporting our employees across the full employee lifecycle from\nrecruitment to onboarding to ongoing development.\n\nGiven the productivity of our workforce throughout the COVID-19\npandemic, in April 2022, we announced our Live and Work"}, {"title": "airbnb.txt", "text": "Anywhere policy.\nThis policy allows for the vast majority of our employees to work\nremotely on a permanent basis. We believe that expanding our talent pool\nbeyond the commuting radius near our offices will allow us to attract\nthe best and most diverse employees over time. We aim to create a highly\ncoordinated working culture, and as such, will continue to promote ways\nto keep employees highly engaged and connected by aligning\nemployees'work through our roadmap, as well as curating employee\ncollaboration sessions either in the office or at off-site locations.\n\nClimate Change\n\nIn 2021, we announced our commitment to operating as a Net Zero company\nfor our global corporate operations by 2030. To meet our goal, we have\ncommitted to a number of steps, including reducing greenhouse gas\nemissions associated with our corporate operations, and investing in\nquality nature-based solutions to offset residual emissions. This\ncommitment is the latest step we are taking to help address the climate\ncrisis. In 2020 and 2021, we achieved 100 percent renewable energy in\nour global offices, fulfilling a commitment we made in 2020, by\npurchasing energy attribute certificates sufficient to match our global\nelectricity use for our corporate operations for those years.\nAdditionally, in early 2021, we became a founding participant in the\nLowering Emissions by Accelerating Forest Finance Coalition, a new\npublic-private initiative that has mobilized \\$1 billion to fight\ntropical deforestation.\n\nRegulations\n\nWe are subject to laws, regulations, and rules that affect the\nshort-term rental and home sharing business at city, state, country, and\nregional levels. While a number of cities and countries have implemented\nlegislation to address short-term rentals, there are many others that\nare not yet explicitly addressing or enforcing short-term rental laws,\nand could follow suit and enact regulations. We seek to work with\ngovernments to establish clear, fair, and workable home sharing rules to\ncreate clarity for our Hosts.\n\nNo single city represented more than 1.3% of our revenue before\nadjustments for incentives and refunds during the year ended December\u00a01,\n2022 or 1.1% of our active listings as of December\u00a01, 2022. Incentives\ninclude our referral programs and marketing promotions to encourage the\nuse of our platform and attract new Hosts and guests, while our refunds\nto Hosts and guests ar"}, {"title": "airbnb.txt", "text": "e part of our support activities. We do not\nbelieve that the current regulations in our top 10 cities, in the\naggregate, have had or are expected to have a material adverse impact on\nour results of operations and financial condition. We will continue to\ncollaborate with policymakers to implement sensible legislation around\nthe world.\n\nIn addition to laws, regulations, and rules directly applicable to the\nshort-term rental and home sharing business, we are subject to a wide\nvariety of laws, regulations and rules governing our business practices,\nthe Internet, e-commerce, and electronic devices, including those\nrelating to taxation, privacy, data privacy, data security, pricing,\ncontent, advertising, discrimination, consumer protection, protection of\nminors, copyrights, distribution, messaging, mobile communications,\nelectronic device certification, electronic waste, electronic contracts,\ncommunications, Internet access, competition, and unfair commercial\npractices. We are also subject to laws, regulations, and rules governing\nthe provision of online payment services, the design and operation of\nour platform, and the operations, characteristics, and quality of our\nplatform and services. Additionally, we are subject to a variety of\ntaxes and tax collection obligations in the United States (federal,\nstate, and local) and numerous foreign jurisdictions.\n\nOur payments platform is subject to various laws, rules, regulations,\npolicies, legal interpretations, and regulatory guidance, including\nthose governing: cross-border and domestic money transmission and funds\ntransfers; stored value and prepaid access; foreign exchange; data\nprivacy, data security, and cybersecurity; banking secrecy; payment\nservices (including payment processing and settlement services);\nconsumer protection; economic and trade sanctions; anti-corruption and\nanti-bribery; and anti-money laundering and counter-terrorist financing.\n\nOur business collects, processes and uses the personal data of\nindividuals across the globe. As a result, compliance with laws on data\nprivacy and data security regulating the storage, sharing, use,\nprocessing, transfer, disclosure, and protection of personal data is\ncore to our strategy and integral to the creation of trust in our\nplatform. We take a variety of technical and organizational security\nmeasures and other procedures and protocols to protect data, including"}, {"title": "airbnb.txt", "text": "data pertaining to Hosts, guests, employees, and others. Despite\nmeasures we put in place, we may be unable to anticipate or prevent\nunauthorized access to such data.\n\nLegal requirements relating to the collection, storage, handling, use,\ndisclosure, transfer, and security of personal data continue to evolve,\nand regulatory scrutiny in this area is increasing around the world.\nThis increases the complexity of compliance requirements, may limit\nofferings, and result in additional expenses while also diverting\nattention and resources from other projects. Regulators around the world\ncontinue to propose more stringent data privacy and data security laws,\nand these laws are rapidly increasing in number, complexity,\nenforcement, fines, and penalties. Data privacy and data security laws\nand their interpretations continue to develop and may be inconsistent\nfrom jurisdiction to jurisdiction.\n\n5\n\nAs we continue to expand the reach of our brand into additional markets,\nwe will be increasingly subject to additional laws, regulations, and\nrules.\n\nFor additional information regarding these and other laws, regulations,\nand rules that affect us and our business, see Note 12, *Commitments and\nContingencies --Legal and Regulatory Matters --Regulatory Matters* to\nour consolidated financial statements included elsewhere in this Annual\nReport on Form 10-K and Part I, Item 1A. Risk Factors of this Annual\nReport on Form 10-K.\n\nSeasonality\n\nOur business is seasonal, reflecting typical travel behavior patterns\nover the course of the calendar year. In a typical year, the first,\nsecond, and third quarters have higher Nights and Experiences Booked\nthan the fourth quarter, as guests plan for travel during the peak\ntravel season, which is in the third quarter for North America and\nEurope, the Middle East, and Africa (\"MEA\". Our key business metrics,\nincluding Gross Booking Value (\"BV\" and Adjusted EBITDA, can also be\nimpacted by the timing of holidays and other events. We experience\nseasonality in our GBV that is generally consistent with the seasonality\nof Nights and Experiences Booked. Revenue and Adjusted EBITDA have\nhistorically been, and are expected to continue to be, highest in the\nthird quarter when we have the most check-ins, which is the point at\nwhich we recognize revenue. Seasonal trends in our GBV impact Free Cash\nFlow for any given quarter. Our costs are relatively fixed a"}, {"title": "airbnb.txt", "text": "cross\nquarters or vary in line with the volume of transactions, and we\nhistorically achieve our highest GBV in the first and second quarters of\nthe year with comparatively lower check-ins. As a result, increases in\nunearned fees generally make our Free Cash Flow and Free Cash Flow as a\npercentage of revenue the highest in the first two quarters of the year.\nWe typically see a slight decline in GBV and a peak in check-ins in the\nthird quarter, which results in a decrease in unearned fees and lower\nsequential level of Free Cash Flow, and a greater decline in GBV in the\nfourth quarter, where Free Cash Flow is typically lower. As our business\nmatures, other seasonal trends may develop, or these existing seasonal\ntrends may become more extreme. See the section titled \"anagement'\nDiscussion and Analysis of Financial Condition and Results of Operations\n---Key Business Metrics and Non-GAAP Financial Measures\"included in Item\n7 of Part 2 of this Annual Report on Form 10-K for definitions of our\nkey business metrics.\n\nWhile we saw COVID-19 distort the historical patterns of seasonality for\nour GBV, revenue, Adjusted EBITDA, and Free Cash Flow in 2020 and 2021\nas a result of travel restrictions and changing travel preferences\nrelating to the COVID-19 pandemic, we saw pre-pandemic patterns of\nseasonality return in 2022.\n\nCompetition\n\nWe operate in a highly competitive environment. As we seek to expand our\ncommunity globally, we face competition in attracting Hosts and guests.\n\n*Competition for Hosts*\n\nWe compete to attract and retain Hosts to and on our platform to list\ntheir homes and experiences, as Hosts have a range of options for doing\nso. We compete for Hosts based on many factors including the volume of\nbookings generated by guests, ease of use of our platform, the service\nfees we charge, Host protections, such as those included in AirCover for\nHosts, and our brand.\n\n*Competition for Guests*\n\nWe compete to attract and retain guests to and on our platform, as\nguests have a range of options to find and book accommodations and\nexperiences. We compete for guests based on many factors, including\nunique inventory and availability of listings, the value and all-in cost\nof Host offerings on our platform relative to other options, our brand,\nease of use of our platform, the trust and safety of our platform, and\ncommunity support.\n\nOur competitors include:\n\n\u2022Online travel"}, {"title": "airbnb.txt", "text": "agencies (\"TAs\", such as Booking Holdings (including the\nbrands Booking.com, KAYAK, Priceline.com, and Agoda.com); Expedia Group\n(including the brands Expedia, Vrbo, HomeAway, Hotels.com, Orbitz, and\nTravelocity); Trip.com Group (including the brands Ctrip.com, Trip.com,\nQunar, Tongcheng-eLong, and SkyScanner); Hopper; Meituan Dianping;\nFliggy (a subsidiary of Alibaba); Despegar; MakeMyTrip; and other\nregional OTAs;\n\n\u2022Internet search engines, such as Google, including its travel search\nproducts; Baidu; and other regional search engines;\n\n\u2022Listing and meta search websites, such as TripAdvisor, Trivago,\nMafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;\n\n\u2022Hotel chains, such as Marriott, Hilton, Accor, Wyndham,\nInterContinental, OYO, and Huazhu, as well as boutique hotel chains and\nindependent hotels;\n\n\u2022Property management companies, such as Vacasa, Sonder, Inspirato,\nEvolve, Awaze, and other regional property management companies; and\n\n\u2022Online platforms offering experiences, such as Viator, GetYourGuide,\nKlook, Traveloka, TUI Musement, and KKDay.\n\nOur Intellectual Property\n\nOur intellectual property is an important component of our business. To\nestablish and protect our pro"}, {"title": "airbnb.txt", "text": "prietary rights, we rely on a combination\nof patents, trademarks, copyrights, domain names, social media handles,\nknow-how, license agreements, confidentiality procedures, non-disclosure\nagreements with third parties, employee disclosure and invention\nassignment agreements, and other intellectual property and contractual\nrights.\n\nWe have a substantial patent portfolio, consisting of issued patents and\npending patent applications from the United States and multiple foreign\njurisdictions. The portfolio includes both organically grown patent\nassets and a large number of assets acquired from IBM as part of a\n\n6\n\n2020 patent litigation settlement. We own a trademark portfolio with\nprotections in more than 170 countries in which we currently operate for\nour primary brands ---AIRBNB and our B\u00e9o logo. Additionally, we own\ntrademark protections around the world for other brands or protectable\nbrand elements important to our business, including but not limited to\nRausch, our primary corporate color, localizations, translations, and\ntransliterations of our primary brands, and brands associated with\nbusinesses we have acquired. We have registered domain names that we use\nin or relate to our business, such as the airbnb.com domain name and\ncountry code top level domain name equivalents.\n\nAvailable Information\n\nOur website address is www.airbnb.com. Information contained on, or that\ncan be accessed through, our website does not constitute part of this\nAnnual Report on Form 10-K. The U.S. Securities and Exchange Commission\n(\"EC\" maintains an Internet site that contains reports, proxy and\ninformation statements, and other information regarding issuers that\nfile electronically with the SEC at www.sec.gov. Our Annual Report on\nForm 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K\nand amendments to reports filed or furnished pursuant to Sections 13(a)\nand 15(d) of the Securities Exchange Act of 1934, as amended, (the\n\"xchange Act\" are also available free of charge on our investor\nrelations website (investors.airbnb.com) as soon as reasonably\npracticable after we electronically file such material with, or furnish\nit to, the SEC.\n\nWe webcast our quarterly results calls and certain events we participate\nin or host with members of the investment community on our investor\nrelations website. Additionally, we provide notifications of news or\nannouncements regarding o"}, {"title": "airbnb.txt", "text": "ur financial performance, including SEC\nfilings, investor events, and press and earnings releases, as part of\nour investor relations website. The contents of these websites are not\nintended to be incorporated by reference into this report or in any\nother report or document we file.\n\n7\n\nItem 1A. Risk Factors\n\n*Our business, operations, and financial results are subject to various\nrisks and uncertainties, including those described below, that could\nmaterially adversely affect our business, results of operations,\nfinancial condition, and the trading price of our Class A common stock.\nThe following material factors, among others, could cause our actual\nresults to differ materially from historical results and those expressed\nin forward-looking statements made by us or on our behalf in filings\nwith the SEC, press releases, communications with investors, and oral\nstatements.*\n\n*Risks Related to Our Business*\n\n*Our revenue growth rate has slowed over time, and we expect it to\ncontinue to slow in the future.*\n\nWe have experienced significant revenue growth in the past; however, our\nrevenue growth rate has slowed over time and there is no assurance that\nhistoric growth rates will return. Ourfuture revenue growth depends on\nthe growth of supply and demand for listings on our platform, and our\nbusiness is affected by general economic and business conditions\nworldwide as well as trends in the global travel and hospitality\nindustries and the short and long-term accommodation regulatory\nlandscape. In addition, we believe that our revenue growth depends upon\na number of factors, including:\n\n\u2022global macroeconomic conditions, including inflation and rising\ninterest rates and recessionary concerns;\n\n\u2022our ability to retain and grow the number of guests and Nights and\nExperiences Booked;\n\n\u2022our ability to retain and grow the number of Hosts and the number of\navailable listings on our platform;\n\n\u2022events beyond our control such as pandemics and other health concerns,\nrestrictions on travel and immigration, political, social or economic\ninstability, including international disputes, war, or terrorism, trade\ndisputes, economic downturns, and the impact of climate change on travel\nincluding the availability of preferred destinations and the increase in\nthe frequency and severity of weather-related events, including fires,\nfloods, droughts, extreme temperatures and ambient temperature"}, {"title": "airbnb.txt", "text": "increases, severe weather, and other natural disasters, and the impact\nof other climate change on seasonal destinations;\n\n\u2022competition;\n\n\u2022the legal and regulatory landscape and changes in the application of\nexisting laws and regulations or adoption of new laws and regulations\nthat impact our business, Hosts, and/or guests, including changes in\nshort-term occupancy, tax laws, and real estate broker laws;\n\n\u2022the attractiveness of home sharing to prospective Hosts and guests;\n\n\u2022the level of consumer awareness and perception of our brand;\n\n\u2022our ability to build and strengthen trust and safety on our platform\nand among members of our community;\n\n\u2022the level of spending on brand and performance marketing to attract\nHosts and guests to our platform;\n\n\u2022our ability to grow new offerings and tiers and to deepen our presence\nin certain geographies;\n\n\u2022timing, effectiveness, and costs of expansion and upgrades to our\nplatform and infrastructure;\n\n\u2022the COVID-19 pandemic or any future pandemic or epidemic and its impact\non the travel and accommodations industries; and\n\n\u2022other risks described elsewhere in this Annual Report on Form 10-K.\n\nA softening of demand, whether caused by events outside of our control,\nsuch as the ongoing COVID-19 pandemic, challenging macroeconomic\nconditions, changes in Host and guest preferences, any of the other\nfactors described above, or in this Annual Report on Form 10-K or\notherwise, may result in decreased revenue and our business, results of\noperations, and financial condition would be materially adversely\naffected.\n\n*If we fail to retain existing Hosts or add new Hosts, or if Hosts fail\nto provide high-quality stays and experiences, our business, results of\noperations, and financial condition would be materially adversely\naffected.*\n\nOur business depends on Hosts maintaining their listings on our platform\nand engaging in practices that encourage guests to book those listings,\nincluding increasing the number of nights and experiences that are\navailable to book, providing timely responses to inquiries from guests,\noffering a variety of desirable and differentiated listings at\ncompetitive prices that meet the expectations of guests, and offering\nexceptional hospitality, services, and experiences to guests. These\npractices are outside of our direct control. If Hosts do not establish\nor maintain a sufficient number of listings and availability f"}, {"title": "airbnb.txt", "text": "or\nlistings, the number of Nights and Experiences Booked declines for a\nparticular period, or the price charged by Hosts declines, our revenue\nwould decline and our business, results of operations, and financial\ncondition would be materially adversely affected.\n\nHosts manage and control their spaces and experiences and typically\nmarket them on our platform with no obligation to make them available to\nguests for specified dates and with no obligation to accept bookings\nfrom prospective guests. We have had many Hosts list their properties on\nour platform in one period and cease to offer these properties in\nsubsequent periods for a variety of reasons. While we plan to continue\nto invest in our Host community and in tools to assist Hosts, these\ninvestments may not be successful in growing our Hosts and listings on\nour platform. In addition, Hosts may not establish or maintain listings\nif we cannot attract prospective guests to our platform and generate\nbookings from a large number of guests. If we are unable to retain\nexisting Hosts or add new Hosts, or if Hosts elect to market their\nlistings exclusively with a competitor or cross-list with a competitor,\nwe may be unable to offer a sufficient supply and variety of properties\nor experiences to attract guests to use our platform. In particular, it\nis critical that we continue to attract and retain individual Hosts who\nlist their spaces, including private rooms, primary homes, or vacation\nhomes, on Airbnb. We attract individual Hosts predominantly through\norganic channels such as word of mouth and our strong brand recognition.\nIf we are unable to attract and retain individual Hosts in a\ncost-effective manner, or at all, our business, results of operations,\nand financial condition would be materially adversely affected.\n\nProfessional Hosts, including property management companies, serviced\napartment providers, and boutique hotels, expand the types of listings\navailable to our guests. These professional Hosts often list on our\nplatform as well as on the platforms of our competitors. We do not\n\n8\n\ncontrol whether professional Hosts provide us with a sizable allocation\nof rooms and competitive pricing relative to the same properties listed\nwith other services. If we are not able to effectively deploy\nprofessional tools, application programming interfaces, and payment\nprocesses, work with third-party channel managers, a"}, {"title": "airbnb.txt", "text": "nd develop effective\nsales and account management teams that address the needs of these\nprofessional Hosts, we may not be able to attract and retain\nprofessional Hosts. If our fee structure and payment terms are not as\ncompetitive as those of our competitors, these professional Hosts may\nchoose to provide less inventory and availability with us. Historically,\nwe have seen an increase in the number of, and revenue from,\nprofessional Hosts on our platform. The uniqueness of listings on our\nplatform will be negatively impacted if the number of individual Hosts\ndoes not grow at the same rate.\n\nIn addition, the number of listings on Airbnb may decline as a result of\na number of other factors affecting Hosts, including: the COVID-19\npandemic; enforcement or threatened enforcement of laws and regulations,\nincluding short-term occupancy and tax laws; private groups, such as\nhomeowners, landlords, and condominium and neighborhood associations,\nadopting and enforcing contracts that prohibit or restrict home sharing;\nleases, mortgages, and other agreements, or regulations that purport to\nban or otherwise restrict home sharing; Hosts opting for long-term\nrentals on other third-party platformsas an alternative to listing on\nour platform; economic, social, and political factors; perceptions of\ntrust and safety on and off our platform; negative experiences with\nguests, including guests who damage Host property, throw unauthorized\nparties, or engage in violent and unlawful acts; and our decision to\nremove Hosts from our platform for not adhering to our Host standards or\nother factors we deem detrimental to our community.\n\nWe believe that our Host protection programs, including those provided\nthrough AirCover for Hosts, are integral to retaining and acquiring\nHosts. AirCover for Hosts includes but is not limited to our Host Damage\nProtection program, which protects Hosts against guest property damage\nof up to \\$3 million, and our Host Liability Insurance and Experiences\nLiability Insurance, which provide liability insurance of up to \\$1\nmillion, to protect our Hosts against qualifying third-party claims for\npersonal injury or property damage. If we discontinue these programs or\nthese programs prove less effective, whether because our payouts under\nthese programs or our insurance premiums become cost prohibitive or for\nany other reason, then the number of Hosts who list with"}, {"title": "airbnb.txt", "text": "us may decline.\n\nIn addition, we have incurred, and may continue to incur, higher than\nnormal payments via refunds and travel credit issuance to guests who\ncancel for reasons related to COVID-19. Hosts and guests whose\nreservations are canceled under our extenuating circumstances policy,\nincluding for reasons related to COVID-19, have had and may continue to\nhave a negative view of such policy and may experience negative\nfinancial impacts as a result of such cancellations. This could\nmaterially negatively impact our relationship with our Hosts and guests,\nresulting in Hosts leaving our platform, removing their listings, and/or\noffering less availability, or fewer repeat guests, which in turn could\nhave a material adverse impact on our business, results of operations,\nand financial condition.\n\n*If we fail to retain existing guests or add new guests, our business,\nresults of operations, and financial condition would be materially\nadversely affected.*\n\nOur success depends significantly on existing guests continuing to book\nand attracting new guests to book on our platform. Our ability to\nattract and retain guests could be materially adversely affected by a\nnumber of factors discussedelsewhere in these \"isk Factors,\"including:\n\n\u2022events beyond our control such as the ongoing COVID-19 pandemic, other\npandemics and health concerns, restrictions on travel, immigration,\ntrade disputes, economic downturns, and the impact of climate change on\ntravel including the availability of preferred destinations and the\nincrease in the frequency and severity of weather-related events,\nincluding fires, floods, droughts, extreme temperatures and ambient\ntemperature increases, severe weather and other natural disasters, and\nthe impact of other climate change on seasonal destinations;\n\n\u2022political, social, or economic instability;\n\n\u2022Hosts failing to meet guests'expectations, including increased\nexpectations for cleanliness in light of the COVID-19 pandemic;\n\n\u2022increased competition and use of our competitors'platforms and\nservices;\n\n\u2022Hosts failing to provide differentiated, high-quality, and an adequate\nsupply of stays or experiences at competitive prices;\n\n\u2022guests not receiving timely and adequate community support from us;\n\n\u2022our failure to provide new or enhanced offerings, tiers, or features\nthat guests value;\n\n\u2022declines or inefficiencies in our marketing efforts;\n\n\u2022negative assoc"}, {"title": "airbnb.txt", "text": "iations with, or reduced awareness of, our brand;\n\n\u2022actual or perceived discrimination by Hosts in deciding whether to\naccept a requested reservation;\n\n\u2022negative perceptions of the trust and safety on our platform; and\n\n\u2022macroeconomic and other conditions outside of our control affecting\ntravel and hospitality industries generally.\n\nIn addition, if our platform is not easy to navigate, guests have an\nunsatisfactory sign-up, search, booking, or payment experience on our\nplatform, the listings and other content provided on our platform is not\ndisplayed effectively to guests, we are not effective in engaging guests\nacross our various offerings and tiers, or we fail to provide an\nexperience in a manner that meets rapidly changing demand, we could fail\nto convert first-time guests and fail to engage with existing guests,\nwhich would materially adversely affect our business, results of\noperations, and financial condition.\n\n*Any decline or disruption in the travel and hospitality industries or\neconomic downturn could materially adversely affect our business,\nresults of operations, and financial condition.*\n\nOur financial performance is dependent on the strength of the travel and\nhospitality industries. The outbreak of COVID-19 and emergence of its\nvariants caused many governments to implement quarantines and\nsignificant restrictions on travel or to advise that people remain at\nhome where possible and avoid crowds, which has had a particularly\nnegative impact on cross-border travel. Other events beyond our control,\nsuch as unusual or extreme weather or natural disasters, such as\nearthquakes, hurricanes, fires, tsunamis, floods, severe weather,\ndroughts, extreme temperatures and ambient temperature increases, and\nvolcanic eruptions, the frequency and severity of which may be\nincreasingly impacted by climate change in future years (although it is\ncurrently impossible to predict with accuracy the scale of such\n\n9\n\nimpact), and travel-related health concerns including pandemics and\nepidemics such as Ebola, Zika, and Middle East Respiratory Syndrome,\nrestrictions related to travel including COVID-19 related vaccination\nrequirements, trade or immigration policies, wars, such as the ongoing\nmilitary action between Russia and Ukraine, terrorist attacks, sources\nof political uncertainty, political unrest, protests, violence in\nconnection with political or social events, fore"}, {"title": "airbnb.txt", "text": "ign policy changes,\nregional hostilities, flight capacity restrictions, immigration\nrestrictions (including backlogs on passport renewals or limitations on\nvisa grants), imposition of taxes or surcharges by regulatory\nauthorities, changes in regulations, policies, or conditions related to\nsustainability, including climate change and climate-related migration,\nwork stoppages, labor unrest, or travel-related accidents can disrupt\ntravel globally or otherwise result in declines in travel demand.\nBecause many of these events or concerns, and the full impact of their\neffects, are largely unpredictable, they can dramatically and suddenly\naffect travel behavior by consumers, and therefore demand for our\nplatform and services, which could materially adversely affect our\nbusiness, results of operations, and financial condition. In addition,\nincreasing awareness of the impact of air travel on climate change and\nthe impact of over-tourism may adversely impact the travel and\nhospitality industries and demand for our platform and services, whether\ndue to the imposition of policies and regulations or changing societal\nattitudes towards travel.\n\nAdditionally, the impact of macroeconomic conditions, including adverse\neconomic conditions, are highly uncertain and cannot be predicted. Our\nfinancial performance is subject to global economic conditions and their\nimpact on levels of discretionary consumer spending. Some of the factors\nthat have an impact on discretionary consumer spending include general\neconomic conditions, worldwide or regional recession, unemployment,\nconsumer debt, reductions in net worth, fluctuations in exchange rates,\ninflation, residential real estate and mortgage markets, taxation,\nenergy prices, interest rates, consumer confidence, tariffs, and other\nmacroeconomic factors. Additional adverse macroeconomic conditions,\nincluding inflation, slower growth or recession, higher interest rates,\nhigh unemployment, and currency fluctuations can adversely affect\nconsumer confidence in spending and materially adversely affect the\ndemand for travel or similar experiences. Additionally, consumer\nconfidence and spending can be materially adversely affected in response\nto financial market volatility, negative financial news, conditions in\nthe real estate and mortgage markets, declines in income or asset\nvalues, energy shortages or cost increases, labor and healthcare"}, {"title": "airbnb.txt", "text": "costs,\nand other economic factors. These factors may affect demand for our\nofferings, and uncertainty about global or regional economic conditions\ncan also have a negative adverse impact on the number of Hosts and\nguests who use our platform. Consumer preferences tend to shift to\nlower-cost alternatives during recessionary periods and other periods in\nwhich disposable income is adversely affected, which could lead to a\ndecline in the bookings and prices for stays and experiences on our\nplatform and an increase in cancellations, and thus result in lower\nrevenue. Leisure travel in particular, which accounts for a substantial\nmajority of our current business, is dependent on discretionary consumer\nspending levels. Downturns in worldwide or regional economic conditions\nhave led to a general decrease in leisure travel and travel spending in\nthe past, and similar downturns in the future may materially adversely\nimpact demand for our platform and services. Such a shift in consumer\nbehavior would materially adversely affect our business, results of\noperations, and financial condition.\n\n*The COVID-19 pandemic has materially adversely impacted, and may\ncontinue to adversely impact, our business, results of operations, and\nfinancial condition.*\n\nSince early 2020, the world has been and continues to be impacted by\nCOVID-19 and its variants. Government regulations in response to the\npandemic and changes in social behaviors have closed or limited certain\ngovernment functions, businesses, or have otherwise limited social or\npublic gatherings. Such mitigation measures that have impacted our\nbusiness include travel restrictions or quarantine and shelter-in-place\norders. These responses, which continue to shift as variants or\noutbreaks of COVID-19 continue to develop, have had and may continue to\nhave a material adverse impact on our business and operations and on\ntravel behavior and demand.\n\nGlobal economic conditions and consumer trends have shifted since early\n2020 in response to the COVID-19 pandemic, and continue to persist and\nmay have a long-lasting adverse impact on us and the travel industry\nindependently of the progress of the pandemic.\n\nThe extent of the continued impact of the COVID-19 pandemic or any\nfuture pandemic or epidemic on our business and financial results will\ndepend largely on future developments globally and within the United\nStates, the prevalence o"}, {"title": "airbnb.txt", "text": "f local, national, and international travel\nrestrictions (including new or reinstated restrictions as a result of\nCOVID-19 variants or other highly infectious diseases), vaccination\nrequirements in connection with travel, and impacts and fluctuations in\ndemand for travel, including air travel or gas prices. To the extent the\nCOVID-19 pandemic continues to impact our business, results of\noperations, and financial condition, it may also have the effect of\nheightening many of the other risks described in these \"isk Factors\"or\nelsewhere in this Annual Report on Form 10-K. Any of the foregoing\nfactors, or other cascading effects of the COVID-19 pandemic or any\nfuture pandemic or epidemic and changes in macroeconomic conditions that\nare not currently foreseeable, may materially adversely impact our\nbusiness, results of operations, and financial condition.\n\n*We have previously incurred net losses and our Adjusted EBITDA and Free\nCash Flow have declined in prior periods. We may once again incur net\nlosses and see a decline in Adjusted EBITDA and Free Cash Flow and we\nmay not be able to sustain profitability.*\n\nAlthough we had net income of \\$1.9 billion for the year ended December\n31, 2022, we incurred net losses of \\$4.6 billion and \\$352.0 million\nfor the years ended December\u00a01, 2020 and 2021, respectively. As of\nDecember\u00a01, 2022, we had an accumulated deficit of \\$6.0 billion. Any\nfailure to increase our revenue or any failure to manage an increase in\nour operating expenses could prevent us from sustaining profitability as\nmeasured by net income, operating income, or Adjusted EBITDA.\n\nAdditionally, stock-based compensation expense related to restricted\nstock units (\"SUs\" and other equity awards will continue to be a\nsignificant expense in future periods. In addition, in the first quarter\nof 2022, we began using corporate cash to make required tax payments\nassociated with the vesting of employee RSUs and withhold a\ncorresponding number of shares from employees. We anticipate that we\nwill spend substantial funds to satisfy tax withholding and remittance\nobligations when we settle employee RSUs.\n\nAlthough we had positive Adjusted EBITDA of \\$1.6 billion and \\$2.9\nbillion for the years ended December 31, 2021 and 2022, respectively, we\nhad negative Adjusted EBITDA of \\$(251.0) million for the year ended\nDecember 31, 2020. Our Free Cash Flow was \\$(777.9) million, \\$2"}, {"title": "airbnb.txt", "text": ".3\nbillion, and \\$3.4 billion for the years ended December 31, 2020, 2021\nand 2022, respectively. While our Adjusted EBITDA and Free Cash Flow\nincreased in 2021 and 2022, we may experience declines in Adjusted\nEBITDA and Free Cash Flow in the future. Adverse developments in our\n\n10\n\nbusiness, including lower than anticipated revenue, higher than\nanticipated operating expenses, impacts of the ongoing COVID-19 pandemic\nand net unfavorable changes in working capital, could result in a\nnegative trend in our Adjusted EBITDA and Free Cash Flow. If our future\nAdjusted EBITDA or Free Cash Flow fail to meet investor or analyst\nexpectations, it is likely to have a materially adverse effect on our\nstock price. Adjusted EBITDA and Free Cash Flow are supplemental metrics\nthat are not calculated and presented in accordance with generally\naccepted accounting principles in the United States of America (\".S.\nGAAP\"or \"AAP\". See the section titled \"anagement' Discussion and\nAnalysis of Financial Condition and Results of Operations ---Key\nBusiness Metrics and Non-GAAP Financial Measures\"for a reconciliation of\nAdjusted EBITDA and Free Cash Flow to the most directly comparable\nfinancial measure statedin accordance with GAAP and for additional\ninformation.\n\n*The business and industry in which we participate are highly\ncompetitive, and we may be unable to compete successfully with our\ncurrent or future competitors.*\n\nWe operate in a highly competitive environment and we face significant\ncompetition in attracting Hosts and guests.\n\n\u2022Hosts. We compete to attract, engage, and retain Hosts on our platform\nto list their spaces and experiences. Hosts have a range of options for\nlisting their spaces and experiences, both online and offline. It is\nalso common for Hosts to cross-list their offerings. We compete for\nHosts based on many factors, including the volume of bookings generated\nby our guests; ease of use of our platform (including onboarding,\ncommunity support, and payments); the service fees we charge; Host\nprotections, such as our Host Liability Insurance, Experiences Liability\nInsurance, and Host Damage Protection program; and our brand.\n\n\u2022Guests. We compete to attract, engage, and retain guests on our\nplatform. Guests have a range of options to find and book spaces, hotel\nrooms, serviced apartments, and other accommodations and experiences,\nboth online and offline. We compete"}, {"title": "airbnb.txt", "text": "for guests based on many factors,\nincluding unique inventory and availability of listings, the value and\nall-in cost of our offerings relative to other options, our brand, ease\nof use of our platform, the relevance and personalization of search\nresults, the trust and safety of our platform, and community support.\n\nWe believe that our competitors include:\n\n\u2022OTAs such as Booking Holdings (including the brands Booking.com, KAYAK,\nPriceline.com, and Agoda.com); Expedia Group (including the brands\nExpedia, Vrbo, HomeAway, Hotels.com, Orbitz, and Travelocity); Trip.com\nGroup (including the brands Ctrip.com, Trip.com, Qunar, Tongcheng-eLong,\nand SkyScanner); Hopper; Meituan Dianping; Fliggy (a subsidiary of\nAlibaba); Despegar; MakeMyTrip; and other regional OTAs;\n\n\u2022Internet search engines, such as Google, including its travel search\nproducts; Baidu; and other regional search engines;\n\n\u2022Listing and meta search websites, such as TripAdvisor, Trivago,\nMafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;\n\n\u2022Hotel chains, such as Marriott, Hilton, Accor, Wyndham,\nInterContinental, OYO, and Huazhu, as well as boutique hotel chains and\nindependent hotels;\n\n\u2022Property management companies,such as Vacasa, Sonder, Inspirato,\nEvolve, Awaze, and other regional property management companies; and\n\n\u2022Online platforms offering experiences, such as Viator, GetYourGuide,\nKlook, Traveloka, TUI Musement, and KKDay.\n\nOur competitors are adopting aspects of our business model, which could\naffect our ability to differentiate our offerings from competitors.\nIncreased competition could result in reduced demand for our platform\nfrom Hosts and guests, slow our growth, and materially adversely affect\nour business, results of operations, and financial condition.\n\nMany of our current and potential competitors enjoy substantial\ncompetitive advantages over us, such as greater name and brand\nrecognition, longer operating histories, larger marketing budgets, and\nloyalty programs, as well as substantially greater financial, technical,\nand other resources. In addition, our current or potential competitors\nhave access to larger user bases and/or inventory for accommodations,\nand may provide multiple travel products, including flights. As a\nresult, our competitors may be able to provide consumers with a better\nor more complete product experience and respond more quickly and\neffectively than we ca"}, {"title": "airbnb.txt", "text": "n to new or changing opportunities, technologies,\nstandards, or Host and guest requirements or preferences. The global\ntravel industry has experienced significant consolidation, and we expect\nthis trend may continue as companies attempt to strengthen or hold their\nmarket positions in a highly competitive industry. Consolidation amongst\nour competitors will give them increased scale and may enhance their\ncapacity, abilities, and resources, and lower their cost structures. In\naddition, emerging start-ups may be able to innovate and focus on\ndeveloping a new product or service faster than we can or may foresee\nconsumer need for new offerings or technologies before we do.\n\nThere are now numerous competing companies that offer homes for booking,\nwhich may be cross-listed on our platform, listed on competing\nplatforms, and/or available through direct booking sites. Some of these\ncompetitors also aggregate property listings obtained through various\nsources, including the websites of property managers. Some of our Hosts\nhave chosen to cross-list their properties, which reduces the\navailability of such properties on our platform. When properties are\ncross-listed, the price paid by guests onour platform may be or may\nappear to be less competitive for a number of reasons, including\ndifferences in fee structure and policies, which may cause guests to\nbook through other services, which could materially adversely affect our\nbusiness, results of operations, and financial condition. Certain\nproperty managers reach out to our Hosts and guests to incentivize them\nto list or book directly with them and bypass our platform, and certain\nHosts may encourage transactions outside of our platform, which reduces\nthe use of our platform and services.\n\nSome of our competitors or potential competitors have more established\nor varied relationships with consumers than we do, and they could use\nthese advantages in ways that could affect our competitive position,\nincluding by entering the travel and accommodations businesses. For\nexample, some competitors or potential competitors are creating\n\"uper-apps\"where consumers can use many online services without leaving\nthat company' app, e.g., in particular regions, such as Asia, where\ne-commerce transactions are conducted primarily through apps on mobile\ndevices. If any of these platforms are successful in offering services\nsimilar to ours to c"}, {"title": "airbnb.txt", "text": "onsumers, or if we are unable to offer our services\nto consumers within these super-apps, our customer acquisition efforts\ncould be less effective and our customer acquisition costs,\n\n11\n\nincluding our brand and performance marketing expenses, could increase,\nany of which could materially adversely affect our business, results of\noperations, and financial condition. We also face increasing competition\nfrom search engines including Google. How Google presents travel search\nresults, and its promotion of its own travel meta-search services, such\nas Google Travel and Google Vacation Rental Ads, or similar actions from\nother search engines, and their practices concerning search rankings,\ncould decrease our search traffic, increase traffic acquisition costs,\nand/or disintermediate our platform. These parties can also offer their\nown comprehensive travel planning and booking tools, or refer leads\ndirectly to suppliers, other favored partners, or themselves, which\ncould also disintermediate our platform. In addition, if Google or Apple\nuse their own mobile operating systems or app distribution channels to\nfavor their own or other preferred travel service offerings, or impose\npolicies thateffectively disallow us to continue our full product\nofferings in those channels, it could materially adversely affect our\nability to engage with Hosts and guests who access our platform via\nmobile apps or search.\n\n*Laws, regulations, and rules that affect the short-term rental,\nlong-term rental, and home sharing business have limited and may\ncontinue to limit the ability or willingness of Hosts to share their\nspaces over our platform and expose our Hosts or us to significant\npenalties, which have had and could continue to have a material adverse\neffect on our business, results of operations, and financial condition.*\n\nSince we began our operations in 2008, there have been and continue to\nbe legal and regulatory developments that affect the short-term rental,\nlong-term rental, and home sharing business. Hotels and groups\naffiliated with hotels have engaged and will likely continue to engage\nin various lobbying and political efforts for stricter regulations\ngoverning our business in both local and national jurisdictions. Other\nprivate groups, such as homeowners, landlords, and condominium and\nneighborhood associations, have adopted contracts or regulations that\npurport to ban or oth"}, {"title": "airbnb.txt", "text": "erwise restrict short-term rentals, and third-party\nlease agreements between landlords and tenants, home insurance policies,\nand mortgages may prevent or restrict the ability of Hosts to list their\nspaces. These groups and others cite concerns around affordable housing\nand over-tourism in major cities among other issues, and some state and\nlocal governments have implemented or considered implementing rules,\nordinances, or regulations governing the short-term or long-term rental\nof properties and/or home sharing. For example, in December 2021, the\nEuropean Commission closed a consultation in relation to a potential EU\nShort Term Rental Instrument which, if enacted, could have a material\nimpact on the way short-term rentals are regulated in the European Union\nand the obligations on platforms (including around data sharing or the\nneed to enforce registration schemes). In response, in November 2022,\nthe European Commission proposed a regulation intended to enhance and\nharmonize transparency, registration, and reporting requirements for\nshort term rental platforms. Specific obligations include steps to\nenhance the transparency of certain host information on the platform\n(such as host registration numbers where required locally) and reporting\nby the platform to local authorities (including, for example, Host\ninformation, length of stay, and number of guests). If enacted, this\nregulation could have a material impact on the way short-term rentals\nare regulated in the European Union and would require additional\nresources to assess our compliance and make appropriate adjustments in\norder to comply with its requirements. This regulation is intended to\ncomplement the DSA (defined below), such that relevant platforms,\nincluding ours, will be subject to both of these pieces of legislation.\n\nLegislation in other regions also could have a material impact on the\nway short-term and long-term rentals are regulated. Such regulations\ninclude ordinances that restrict or ban Hosts from short-term rentals or\nlong-term rentals, set annual caps on the number of days Hosts can share\ntheir homes, require Hosts to register with the municipality or city, or\nrequire Hosts to obtain permission before offering short-term rentals,\nor impose obligations on us to assist in the enforcement of these\nregulations. For example, in New York City a law enacted in 2022 limits\nthe properties that can h"}, {"title": "airbnb.txt", "text": "ost short-term rentals. It also contains\nseveral new obligations for short-term rental hosts and platforms. In\naddition, some jurisdictions regard short-term rental or home sharing as\n\"otel use\"and claim that such use constitutes a conversion of a\nresidential property to a commercial property. In November 2022, the\nDigital Services Act (the \"SA\" came into force. The majority of the\nsubstantive provisions of the DSA will begin to take effect between 2023\nand 2024. The DSA will govern, among other things, potential liability\nfor illegal content on platforms, the traceability of traders, and\ntransparency reporting obligations, including information on \"onthly\nactive recipients\"in the European Union. The DSA may increase our\ncompliance costs and require additional resources as well as changes to\nour processes and operations. Macroeconomic pressures and public policy\nconcerns could continue to lead to new laws and regulations, or\ninterpretations of existing laws and regulations, or widespread\nenforcement actions that limit the ability of Hosts to share their\nspaces. If laws, regulations, rules, or agreements significantly\nrestrict or discourage Hosts in certain jurisdictions from sharing their\nproperties, it would have a material adverse effect on our business,\nresults of operations, and financial condition.\n\nWhile a number of cities and countries have implemented legislation to\naddress short-term rentals, there are many others that are not yet\nexplicitly addressing or enforcing short-term rental or long-term rental\nlaws, and could follow suit and enact regulations with direct\nrequirements on platforms such as Airbnb. New laws, regulations,\ngovernment policies, or changes in their interpretations in the over\n100,000 cities and towns where we operate entail significant challenges\nand uncertainties. In the event of any such changes, pre-existing\nbookings may not be honored and current and future listings and bookings\ncould decline significantly, and our relationship with our Hosts and\nguests could be negatively impacted, which would have a materially\nadverse effect on our business, results of operations, and financial\ncondition. For example, if new regulations requiring us to share Host\ndata with such governmental organizations or to ensure that Hosts have a\nregistration or permit number before publishing their listings or some\nother form of regulation are implemen"}, {"title": "airbnb.txt", "text": "ted, our revenue from listings\nthere may be substantially reduced due to the departure from our\nplatform of Hosts who do not wish to share their data or to obtain a\nregistration or permit number. A reduction in supply and cancellations\ncould make our platform less attractive to guests, and any reduction in\nthe number of guests could further reduce the number of Hosts on our\nplatform.\n\nWhile we seek to work with governments, we have in the past been, and\nare likely in the future to become, involved in disputes with government\nagencies regarding such laws and regulations. For example, some\ngovernments have attempted to impose fines on us regarding what they\ncontend is illegal offering of short-term accommodations in violation of\napplicable laws. Certain jurisdictions have adopted laws and regulations\nthat seek to impose various types of taxes, including lodging taxes,\noften known as transient or occupancy taxes, on our guests, collection\nand remittance obligations on our Hosts and/or us, and withholding\nobligations on us, as more fully described in our risk factor titled\n\"---Uncertainty in the application of taxes to our Hosts, guests, or\nplatform could increase our tax liabilities and may discourage Hosts and\nguests from conducting business on our platform.\"In addition, some third\nparties and regulators have asserted and may in the future assert that\nwe, through our operations, are subject to regulations with respect to\nshort-term rentals, Host registration, licensing, and other requirements\nfor the listing of accommodations and experiences, such as real estate\nbroker or agent\n\n12\n\nlicenses, travel agency licenses, e-commerce platform operator, and\ninsurance-related licenses. We could be held liable and incur\nsignificant financial and potential criminal penalties if we are found\nto have violated any of these regulations. In certain jurisdictions, we\nhave resolved disputes concerning the application of these laws and\nregulations by agreeing, among other things, to remove listings from our\nplatform at the request of government entities, to require Hosts to\nenter a permit or registration number or take other action before\npublishing listings on our platform, to share certain data with\ngovernment agencies to assist in the enforcement of limits on short-term\nor long-term rentals as well as the enforcement of safety regulations,\nand to implement measures to confirm"}, {"title": "airbnb.txt", "text": "to the government that Hosts are\noperating in compliance with applicable law. When a government agency\nseeks to apply laws and regulations in a manner that limits or curtails\nHosts'or guests'ability or willingness to list and search for\naccommodations in that particular geography, we have attempted and may\ncontinue to attempt through litigation or other means to defend against\nsuch application of laws and regulations, but have sometimes been and\nmay continue to be unsuccessful in certain of those efforts. Further, if\nwe or our Hosts and guests were required to comply with laws and\nregulations, government requests, or agreements with government agencies\nthat adversely impact our relations with Hosts and guests, our business,\nresults of operations, and financial condition would be materially\nadversely affected. Moreover, if we enter an agreement with a government\nor governmental agency to resolve a dispute, the terms of such agreement\nmay be publicly available and could create a precedent that may lead to\nsimilar disputes in other jurisdictions and may put us in a weaker\nbargaining position in future disputes with other governments.\n\n*We are subject to a wide variety of complex, evolving, and sometimes\ninconsistent and ambiguous laws and regulations that may adversely\nimpact our operations and discourage Hosts and guests from using our\nplatform, and that could cause us to incur significant liabilities\nincluding taxes, compliance costs, fines, and criminal penalties, which\ncould have a material adverse effect on our business, results of\noperations, and financial condition.*\n\nHosts list, and guests search for, stays and experiences on our platform\nin more than 220 countries and regions, and in over 100,000 cities and\ntowns throughout the world. There are national, state, local, and\nforeign laws and regulations in jurisdictions that relate to or affect\nour business. Moreover, the laws and regulations of each jurisdiction in\nwhich we operate are distinct and may result in inconsistent or\nambiguous interpretations among local, regional, or national laws or\nregulations applicable to our business. Compliance with laws and\nregulations of different jurisdictions imposing varying standards and\nrequirements is burdensome for businesses like ours, imposes added cost\nand increases potential liability to our business, and makes it\ndifficult to realize business efficiencies"}, {"title": "airbnb.txt", "text": "and economies of scale. For\nexample, we incur significant operational costs to comply with\nrequirements of jurisdictions and cities that have disparate\nrequirements around tax collection, tax reporting, Host registration,\nlimits on lengths of stays, and other regulations, each of which require\nus to dedicate significant resources to provide the infrastructure and\ntools needed on our platform for our Hosts to meet these legal\nrequirements and for us to fulfill any obligations we may have. The\ncomplexity of our platform and changes required to comply with the large\nnumber of disparate requirements can lead to compliance gaps if our\ninternal resources cannot keep up with the pace of regulatory change and\nnew requirements imposed on our platform, or if our platform does not\nwork as intended or has errors or bugs. Environmental, health, and\nsafety requirements have also become increasingly stringent, and our\ncosts, and our Hosts'costs, to comply with such requirements may\nincrease as a result. New or revised laws and regulations or new\ninterpretations of existing laws and regulations, such as those related\nto climate change, could affect the operation of our Hosts'properties or\nresultin significant additional expense and operating restrictions on\nus.\n\nIt may be difficult or impossible for us to investigate or evaluate laws\nor regulations in all cities, countries, and regions. The application of\nexisting laws and regulations to our business and platform can be\nunclear and may be difficult for Hosts, guests, and us to understand and\napply, and are subject to change, as governments or government agencies\nseek to apply legacy systems of laws or adopt new laws to new online\nbusiness models in the travel and accommodations industries, including\nours. Uncertain and unclear application of such laws and regulations to\nHost and guest activity and our platform could cause and has caused some\nHosts and guests to leave or choose not to use our platform, reduce\nsupply and demand for our platform and services, increase the costs of\ncompliance with such laws and regulations, and increase the threat of\nlitigation or enforcement actions related to our platform, all of which\nwould materially adversely affect our business, results of operations,\nand financial condition. See also our risk factor titled \"---We could\nface liability for information or content on or accessible through"}, {"title": "airbnb.txt", "text": "our\nplatform.\"\n\nThere are laws that apply to us, and there are laws that apply to our\nHosts and/or guests. While we require our Hosts and guests to comply\nwith their own independent legal obligations under our terms of service,\nwe have limited means of enforcing or ensuring the compliance of our\nHosts and guests with all applicable legal requirements. Sometimes\ngovernments try to hold us responsible for laws that apply to our Hosts\nand/or guests. Whether applicable to us, our Hosts, and/or our guests,\nthe related consequences arising out of such laws and regulations,\nincluding penalties for violations of and costs to maintain compliance\nwith such laws and regulations, have had and could continue to have a\nmaterial adverse effect on our reputation, business, results of\noperations, and financial condition.\n\nWe take certain measures to comply, and to help Hosts comply, with laws\nand regulations, such as requiring registration numbers to be displayed\non a listing profile for listings in some jurisdictions where such\nregistration is required. These measures, changes to them, and any\nfuture measures we adopt could increase friction on our platform, and\nreduce the number of listings available on our platform from Hosts and\nbookings by guests, and could reduce the activity of Hosts and guests on\nour platform. We may be subject to additional laws and regulations which\ncould require significant changes to our platform that discourage Hosts\nand guests from using our platform. Our newer offerings, such as Airbnb\nExperiences, are subject to similar or other laws, regulations, and\nregulatory actions. In particular, if we become more involved in\nHosts'listings and conduct related to bookings, then we are more likely\nto draw scrutiny and additional regulations from governments and\nundercut various defenses we may have to claims or attempts to regulate\nus, which further constrain our business and impose additional liability\non us as a platform.\n\nIn addition to laws and regulations directly applicable to the\nshort-term rental, long-term rental, and home sharing business as\ndiscussed in our risk factor titled \"---Laws, regulations, and rules\nthat affect the short-term rental, long-term rental, and home sharing\nbusiness have limited and may continue to limit the ability or\nwillingness of Hosts to share their spaces over our platform and expose\nour Hosts or us to significant pen"}, {"title": "airbnb.txt", "text": "alties, which could have a material\nadverse effect on our business, results of operations, and financial\ncondition,\"we are subject to laws and regulations governing our business\npractices, the Internet, e-commerce, and electronic devices, including\nthose relating to taxation, data privacy, data security, pricing,\ncontent, advertising, discrimination, consumer protection, protection of\nminors, copyrights,\n\n13\n\ndistribution, messaging, mobile communications, electronic device\ncertification, electronic waste, electronic contracts, communications,\nInternet access, competition, and unfair commercial practices. We are\nalso subject to laws and regulations governing the provision of online\npayment services and insurance services, the design and operation of our\nplatform, and the operations, characteristics, and quality of our\nplatform and services. We are also subject to federal, state, local, and\nforeign laws regulating employment, employee working conditions,\nincluding wage and hour laws, employment dispute and employee bargaining\nprocesses, collective and representative actions, employment\nclassification, and other employment compliance requirements.\n\nAs a result of the COVID-19 pandemic, many jurisdictions have adopted\nand may continue to adopt or modify laws, rules, regulations, and/or\ndecrees intended to address the COVID-19 pandemic, including\nimplementing travel restrictions, such as vaccination requirements for\ntravel to and/or from certain regions. In addition, many jurisdictions\nhave limited social mobility and gatherings. As the COVID-19 pandemic or\nrelated restrictions continue, governments, corporations, and other\nauthorities may continue to implement restrictions or policies that\ncould further restrict the ability of our Hosts and guests to\nparticipate on our platform.\n\nThere is increased governmental interest in regulating technology\ncompanies in areas including platform content, data privacy, data\nsecurity, intellectual property protection, ethical marketing, tax, data\nlocalization and data access, artificial intelligence or algorithm-based\nbias or discrimination, competition, and real estate broker related\nactivities. In addition, increasing governmental interest in, and public\nawareness of, the impacts and effects of climate change and greater\nemphasis on sustainability by federal, state, and international\ngovernments could lead to further regulat"}, {"title": "airbnb.txt", "text": "ory efforts to address the\ncarbon impact of housing and travel. In particular, the current\nregulatory landscape regarding climate change (including disclosure\nrequirements and requirements regarding energy and water use and\nefficiency), both within the United States and in many other locations\nwhere we operate worldwide, is evolving at a pace, and is likely to\ncontinue to develop in ways, that require our business to adapt. Many\nU.S. states, either individually or through multi-state regional\ninitiatives, have begun to address greenhouse gas emissions, including\ndisclosure requirements relating thereto, and some U.S. states have also\nadopted various environmental, social and governance (\"SG\"-related\nefforts, initiatives and requirements. As a result, governments may\nenact new laws and regulations and/or view matters or interpret laws and\nregulations differently than they have in the past, including laws and\nregulations which are responsive to ESG trends or otherwise seek to\nreduce the carbon emissions relating to travel and set minimum energy\nefficiency requirements, which could materially adversely affect our\nbusiness, results of operations, and financial condition. In particular,stricter regulation in relation to energy and water use and efficiency\nrequirements could lead to a reduced number of listings in affected\njurisdictions. The legislative landscape continues to be in a state of\nconstant change as well as legal challenge with respect to these laws\nand regulations, making it difficult to predict with certainty the\nultimate impact they will have on our business in the aggregate. We\nincur significant expenses and commit significant resources so that our\nplatform can comply with applicable laws and regulations; however, there\nis no assurance that we will be able to fully implement technical\nupgrades and other system implementations in a timely manner since\nimplementations often involve building new infrastructure and tools,\nwhich contain the inherent risk of unplanned errors and defects, and in\ncertain instances we may be unable to respond to legislation or\nregulation in a way that fully mitigates any negative impacts our\nbusiness.\n\nAny new or existing laws and regulations applicable to existing or\nfuture business areas, including amendments to or repeal of existing\nlaws and regulations, or new interpretations, applications, or\nenforcement of existing l"}, {"title": "airbnb.txt", "text": "aws and regulations, could expose us to\nsubstantial liability, including significant expenses necessary to\ncomply with such laws and regulations, and materially adversely impact\nbookings on our platform, thereby materially adversely affecting our\nbusiness, results of operations, and financial condition. For example,\nthe UK laws and regulations that impact our UK and EU operations,\nincluding those relating to payment processing, data privacy and data\nsecurity, legal protection for platforms, workers'rights, and\nintellectual property changed or may change following the United\nKingdom' departure from the European Union. The Omnibus Directive also\nintroduces stricter penalties for breaches of consumer protection law.\nThis includes an introduction of fines as a mandatory element of\npenalties in some situations and higher amounts, as well as additional\ninformation requirements. The Collective Redress Directive replaced its\npredecessor in November 2020. This relatively new Directive allows for\nthe recovery of monetary compensation on behalf of large classes of\nconsumers, and greatly extends the scope to new areas, including for\nexample misleading and comparative advertising, data privacyand data\nsecurity. The European Union is also enhancing the regulation of digital\nservices, and in November 2022, the DSA came into force. The majority of\nthe substantive provisions of the DSA will begin to take effect between\n2023 and 2024. The DSA will govern, among other things, potential\nliability for illegal content on platforms, traceability of traders, and\ntransparency reporting obligations, including information on \"onthly\nactive recipients\"in the European Union. The DSA may increase compliance\ncosts and require additional resources as well as changes to our\nprocesses and operations. In parallel, the Digital Markets Act (the \"MA\"\ncame into force in November 2022 and introduces ex ante regulation of\ncertain large online platforms. We do not anticipate being designated a\nregulated gatekeeper platform for the purposes of the DMA although this\ncould change at some point in the future. Some European jurisdictions\n(such as Germany) have also introduced new competition rules in relation\nto digital platforms similar to the DMA at the national level. These\nlaws may contain certain regulatory requirements and/or obligations that\ncould negatively impact the business of companies like"}, {"title": "airbnb.txt", "text": "ours.\nFurthermore, some of our Hosts or some of our offerings may now or in\nthe future be subject to the European Package Travel Directive, which\nimposes various obligations upon package providers and upon marketers of\ntravel packages, such as disclosure obligations to consumers and\nliability to consumers. Our efforts to influence legislative and\nregulatory proposals have an uncertain chance of success, could be\nlimited by laws regulating lobbying or advocacy activity in certain\njurisdictions, and even if successful, could be expensive and time\nconsuming, and could divert the attention of management from operations.\n\n*We are subject to regulatory inquiries, litigation, and other disputes,\nwhich have materially adversely affected and could materially adversely\naffect our business, results of operations, and financial condition.*\n\nWe have been, and expect to continue to be, a party to various legal and\nregulatory claims, litigation or pre-litigation disputes, and\nproceedings arising in the normal course of business. The number and\nsignificance of these claims, disputes, and proceedings have increased\nas our company has grown larger, the number of bookings on our platform\nhas increased, there is increased brand awareness, and the scope and\ncomplexity of our business have expanded, and we expect they will\ncontinue to increase.\n\nWe have been, and expect to continue to be, subject to various\ngovernment inquiries, investigations, audits, and proceedings related to\nlegal and regulatory requirements such as compliance with laws related\nto short-term rentals, long-term rentals, and home sharing, tax,\nescheatment, consumer protection, pricing and currency display,\nadvertising, discrimination, data sharing, payment processing, data\n\n14\n\nprivacy, data security, cancellation policies, and competition. In many\ncases, these inquiries, investigations, and proceedings can be complex,\ntime consuming, costly to investigate, and require significant company\nand also management attention. For certain matters, we are implementing\nrecommended changes to our products, operations, and compliance\npractices, including enabling tax collection, tax reporting, display of\nHost registration numbers, and removal of noncompliant listings. We are\nunable to predict the outcomes and implications of such inquiries,\ninvestigations, and proceedings on our business, and such inquiries,\ninvestigations"}, {"title": "airbnb.txt", "text": ", and proceedings could result in damages, large fines and\npenalties, and require changes to our products and operations, and\nmaterially adversely affect our brand, reputation, business, results of\noperations, and financial condition. In some instances, applicable laws\nand regulations do not yet exist or are being adopted and implemented to\naddress certain aspects of our business, and such adoption or change in\ntheir interpretation could further alter or impact our business and\nsubject us to future government inquiries, investigations, and\nproceedings.\n\nWe have been involved in litigation with national governments, trade\nassociations and industry bodies, municipalities, and other government\nauthorities, including as a plaintiff and as a defendant, concerning\nlaws seeking to limit or outlaw short-term and long-term rentals and to\nimpose obligations or liability on us as a platform. In the United\nStates, we have been involved in various lawsuits concerning whether our\nplatform is responsible for alleged wrongful conduct by Hosts who engage\nin short-term rentals. Claims in such cases have alleged illegal hotel\nconversions, real estate license requirements, violations of municipal\nlawaround short-term occupancy or rentals, unlawful evictions, or\nviolations of lease provisions or homeowners'association rules. Legal\nclaims have been asserted for alleged discriminatory conduct undertaken\nby Hosts against certain guests, and for our own platform policies or\nbusiness practices. Changes to the interpretation of the applicability\nof fair housing, civil rights, or other statutes to our business or the\nconduct of our users could materially adversely impact our business,\nresults of operations, and financial condition. We may also become more\nvulnerable to third-party claims as U.S. laws such as the Digital\nMillennium Copyright Act (\"MCA\", the Stored Communications Act, and the\nCommunications Decency Act (\"DA\", and non-U.S. laws such as the DSA and\nthe European E-Commerce Directive and its national transpositions are\ninterpreted by the courts or otherwise modified or amended, as our\nplatform and services to our Hosts and guests continue to expand, and as\nwe expand geographically into jurisdictions where the underlying laws\nwith respect to the potential liability of online intermediaries such as\nourselves are either unclear or less favorable.\n\nIn addition, we face claims a"}, {"title": "airbnb.txt", "text": "nd litigation relating to fatalities,\nshootings, other violent acts, illness (including COVID-19),\ncancellations and refunds, personal injuries, property damage, carbon\nmonoxide incidents, hidden camera incidents, and privacy violations that\noccurred at listings or experiences during a booking made on our\nplatform. We also have had putative class action litigation and\ngovernment inquiries, and could face additional litigation and\ngovernment inquiries and fines relating to our business practices,\ncancellations, and other consequences due to natural disasters or other\nunforeseen events beyond our control such as wars, regional hostilities,\nhealth concerns, including epidemics and pandemics such as COVID-19, or\nlaw enforcement demands, and other regulatory actions.\n\nNotwithstanding the decision of the Court of Justice of the European\nUnion (\"JEU\" on December 19, 2019 ruling that Airbnb is a provider of\ninformation society services under the E-Commerce Directive, there\ncontinue to be new laws and government initiatives within the European\nUnion attempting to regulate Airbnb as a platform. In several cases,\nnational courts are evaluating whether certain local rules imposing\nobligationson platforms can be enforced against us. For example, we are\nchallenging laws in various European jurisdictions requiring short-term\nrental platforms to act as withholding tax agent for Host income taxes,\nto collect and remit tourist taxes, and to disclose user data. Adverse\nrulings in these national cases are possible and could result in changes\nto our business practices in significant ways, increased operating and\ncompliance costs, and lead to a loss of revenue for us. In addition, the\nDSA came into force in November 2022, and amends certain aspects of the\nE-Commerce Directive to enhance the rules that apply to platforms.\n\nIn addition, in the ordinary course of business, disputes may arise\nbecause we are alleged to have infringed third parties'intellectual\nproperty or in which we agree to provide indemnification to third\nparties with respect to certain matters, including losses arising from\nour breach of such agreements or from intellectual property infringement\nclaims, or where we make other contractual commitments to third parties.\nWe also have indemnification agreements with certain of our directors,\nexecutive officers, and certain other employees that require us, among\nother"}, {"title": "airbnb.txt", "text": "things, to indemnify them against certain liabilities that may\narise by reason of their status or service as directors or officers. We\nmay be subject to litigation stemming from these obligations.\n\nWe are also subject to unclaimed or abandoned property (escheatment)\nlaws which require us to turn over to government authorities the\nproperty of others held by us that has been unclaimed for a period\nspecified by such laws, as well as audits by government authorities\nregarding our escheatment practices, which may result in additional\nescheatment of unclaimed property and payment of interest and penalties.\nThe laws governing unclaimed property matters are complex and subject to\nvarying interpretations by companies and government authorities. An\nunfavorable audit could negatively impact our results of operations and\ncash flows in future periods.\n\nAdverse results in any regulatory inquiry, litigation, legal\nproceedings, audit, or claims may include awards of potentially\nsignificant monetary damages, including statutory damages for certain\ncauses of action in certain jurisdictions, penalties, fines,\ncompensation orders, injunctive relief, royalty or licensing agreements,\nor orders preventing us from offering certain services. Moreover, many\nregulatory inquiries, litigation, legal proceedings, or claims are\nresolved by settlements that can include both monetary and nonmonetary\ncomponents. Adverse results or settlements may result in changes in our\nbusiness practices in significant ways, increased operating and\ncompliance costs, and a loss of revenue. In addition, any litigation or\npre-litigation claims against us, whether or not meritorious, are time\nconsuming, require substantial expense, and result in the diversion of\nsignificant operational resources. We use various software platforms\nthat in some instances have limited functionality which may impede our\nability to fully retrieve records. In addition, our insurance may not\ncover all potential claims to which we are exposed and may not be\nadequate to indemnify us for all liability that may be imposed. As we\ncontinue to grow, regulatory inquiries, litigation, legal proceedings,\nand other claims will continue to consume significant company resources\nand adverse results in future matters could materially adversely affect\nour business, results of operations, and financial condition.\n\n15\n\n*If we are unable to manage the"}, {"title": "airbnb.txt", "text": "risks presented by our business model\ninternationally, our business, results of operations, and financial\ncondition would be materially adversely affected.*\n\nWe are a global platform with Hosts in more than 220 countries and\nregions and over 100,000 cities and towns, and a global guest community.\nAs of December\u00a01, 2022, we had offices in 29 cities and had\napproximately 2,820 employees located internationally. For the year\nended December\u00a01, 2022, 54% of our revenue was generated from listings\noutside of the United States. We expect to continue to make investments\nto expand our international operations. Managing a global organization\nis difficult, time consuming, and expensive, and requires significant\nmanagement attention and careful prioritization, and any international\nexpansion efforts that we may undertake may not be successful. In\naddition, conducting international operations subjects us to risks,\nwhich include:\n\n\u2022operational and compliance challenges caused by distance, language, and\ncultural differences;\n\n\u2022the cost and resources required to localize our platform and services,\nwhich often requires the translation of our platform into foreign\nlanguages and adaptation for localpractices and regulatory\nrequirements;\n\n\u2022unexpected, more restrictive, differing, and conflicting laws and\nregulations, including those laws governing Internet activities,\nshort-term and long-term rentals (including those implemented in\nresponse to the COVID-19 pandemic), tourism, tenancy, taxes, licensing,\npayments processing, messaging, marketing activities, registration\nand/or verification of guests, ownership of intellectual property,\ncontent, data collection and privacy, security, data localization, data\ntransfer and government access to personal information, and other\nactivities important to our business;\n\n\u2022uncertainties regarding the interpretation of national and local laws\nand regulations, uncertainty in the enforceability of legal rights, and\nuneven application of laws and regulations to businesses, in particular\nU.S. companies;\n\n\u2022competition with companies that understand local markets better than we\ndo, or that have a local presence and pre-existing relationships with\npotential Hosts and guests in those markets;\n\n\u2022differing levels of social acceptance of home sharing, our brand, and\nofferings;\n\n\u2022legal uncertainty regarding our liability for the listings, the\nservices, a"}, {"title": "airbnb.txt", "text": "nd content provided by Hosts, guests, and other third\nparties;\n\n\u2022uncertain resolutions of litigation or regulatory inquiries;\n\n\u2022variations in payment forms for Hosts and guests, increased operational\ncomplexity around payments, and inability to offer local payment forms\nlike cash or country specific digital forms of payment;\n\n\u2022lack of familiarity and the burden of complying with a wide variety of\nU.S. and foreign laws, legal standards, and regulatory requirements,\nwhich are complex, sometimes inconsistent, and subject to unexpected\nchanges;\n\n\u2022potentially adverse tax consequences, including resulting from the\ncomplexities of foreign corporate income tax systems, value added tax\n(\"AT\" regimes, tax withholding rules, lodging taxes, often known as\ntransient or occupancy taxes, hotel taxes, and other indirect taxes, tax\ncollection or remittance obligations, and restrictions on the\nrepatriation of earnings;\n\n\u2022difficulties in managing and staffing international operations,\nincluding due to differences in legal, regulatory, and collective\nbargaining processes;\n\n\u2022fluctuations in currency exchange rates, and in particular, decreases\nin the value of foreign currencies relative to the U.S. dollar;\n\n\u2022regulations governing the control of local currencies and impacting the\nability to collect and remit funds to Hosts in those currencies or to\nrepatriate cash into the United States;\n\n\u2022oversight by foreign government agencies whose approach to privacy or\nhuman rights may be inconsistent with that taken in other countries;\n\n\u2022increased financial accounting and reporting burdens, and complexities\nand difficulties in implementing and maintaining adequate internal\ncontrols in an international operating environment;\n\n\u2022political, social, and economic instability abroad, terrorist attacks,\nand security concerns in general;\n\n\u2022operating in countries that are more prone to crime or have lower\nsafety standards;\n\n\u2022operating in countries that have higher risk of corruption; and\n\n\u2022reduced or varied protection for our intellectual property rights in\nsome countries.\n\nIncreased operating expenses, decreased revenue, negative publicity,\nnegative reaction from our Hosts and guests and other stakeholders, or\nother adverse impacts from any of the above factors or other risks\nrelated to our international operations could materially adversely\naffect our brand, reputation, business, results of operat"}, {"title": "airbnb.txt", "text": "ions, and\nfinancial condition.\n\nIn addition, we will continue to incur significant expenses to operate\nour outbound business in China, and we may never achieve profitability\nin that market. These factors, combined with sentiment of the workforce\nin China, and China' policy towards foreign direct investment may\nparticularly impact our operations in China. In addition, we need to\nensure that our business practices in China are compliant with local\nlaws and regulations, which may be interpreted and enforced in ways that\nare different from our interpretation, and/or create obligations on us\nthat are costly to meet or conflict with laws in other jurisdictions and\nwhich may not be implemented within regulatory timelines.\n\nWe are subject to various requirements and requests from government\nagencies to share information on users who use services in China through\nour platform. Failure to comply with such requests or other requirements\nas interpreted by government agencies may lead to impairment or\ndisruption to our business and operations, including failing to obtain\nor losing the necessary licenses to operate in China, the blocking of\nour platform and services in China, and/or enforcementaction against\nour community, corporate entities, or officers. Our failure to comply\nwith such requests or requirements, or conversely our compliance with\nsuch requests or requirements, could materially adversely affect our\nbrand, reputation, business, results of operations, and financial\ncondition. Further, given that our headquarters is in the United States,\nany significant or prolonged deterioration in U.S.-China bilateral\nrelations or escalation of geo-political risk in China could adversely\naffect our outbound business in China.\n\nThe Chinese government has adopted laws, regulations, and implementation\nmeasures that govern the dissemination of content over the Internet and\ndata processing in China. These impose additional requirements for\ncertain categories of operators, and are continuing to develop and be\nclarified. At this point, it is uncertain what obligations will apply to\nus in the future, and we cannot predict what impact these new laws and\nregulations or the increased costs of compliance, if any, will have on\nour operations in China. Actions by the U.S. government\n\n16\n\ncould also impair our ability to effectively operate in China, including\nthrough the use of Executive"}, {"title": "airbnb.txt", "text": "Orders or trade blacklists to ban or limit\nthe use of services provided by Chinese third parties.\n\nWe conduct our business in China through a variable interest entity\n(\"IE\" and a wholly-foreign owned entity. We do not own shares in our VIE\nand instead rely on contractual arrangements with the equity holders of\nour VIE to operate our business in China because foreign investment is\nrestricted or prohibited. Under our contractual arrangements, we must\nrely on the VIE and the VIE equity holders to perform their obligations\nin order to exercise our control over the VIE. The VIE equity holders\nmay have conflicts of interest with us or our stockholders, and they may\nnot act in our best interests or may not perform their obligations under\nthese contracts. If our VIE or its equity holders fail to perform their\nrespective obligations under the contractual arrangements, we may not be\nable to enforce our rights. In addition, if the Chinese government deems\nthat the contractual arrangements in relation to our VIE do not comply\nwith Chinese governmental restrictions on foreign investment, or if\nthese regulations or their interpretation changes in the future, we\ncould be subject to penalties, beforced to cease our operations in\nChina, or be subject to restrictions in the future, and we may incur\nadditional compliance costs. The contractual arrangements with our VIE\nmay also be subject to scrutiny by the Chinese tax authorities and any\nadjustment of related party transaction pricing could lead to additional\ntaxes.\n\n*We could face liability for information or content on or accessible\nthrough our platform.*\n\nWe could face claims relating to information or content that is made\navailable on our platform. Our platform relies upon content that is\ncreated and posted by Hosts, guests, or other third parties. Although\ncontent on our platform is typically generated by third parties, and not\nby us, claims of defamation, disparagement, negligence, warranty,\npersonal harm, intellectual property infringement, or other alleged\ndamages could be asserted against us, in addition to our Hosts and\nguests. While we rely on a variety of statutory and common-law\nframeworks and defenses, including those provided by the DMCA, the CDA,\nthe fair-use doctrine and various tort law defenses in the United States\nand the E-Commerce Directive in the European Union and other\nregulations, differences betwe"}, {"title": "airbnb.txt", "text": "en statutes, limitations on immunity or\nresponsibility, requirements to maintain immunity or proportionate\nresponsibility, and moderation efforts in the many jurisdictions in\nwhich we operate may affect our ability to rely on these frameworks and\ndefenses, or create uncertainty regarding liability for information or\ncontent uploaded by Hosts and guests or otherwise contributed by\nthird-parties to our platform.\n\nMoreover, regulators in the United States and in other countries may\nintroduce new regulatory regimes that increase potential liability for\ninformation or content available on our platform. For example, in the\nUnited States, laws such as the CDA, which have previously been\ninterpreted to provide substantial protection to interactive computer\nservice providers, may change and become less predictable or unfavorable\nby legislative action or juridical interpretation. Additionally, there\nhave been various federal legislative efforts to restrict the scope of\nthe protections available to online platforms under the CDA, and current\nprotections from liability for third-party content in the United States\ncould decrease or change. There is proposed U.S. federal legislation\nseeking to hold platforms liable for user-generated content, including\ncontent related to short-term or long-term rentals. We could incur\nsignificant costs investigating and defending such claims and, if we are\nfound liable, significant damages.\n\nThe European Union is also reviewing the regulation of digital services.\nIn November 2022, the DSA came into force. The majority of the\nsubstantive provisions of the DSA will begin to take effect between 2023\nand 2024. The DSA will govern, among other things, potential liability\nfor illegal content on platforms, traceability of traders, and\ntransparency reporting obligations. Some European jurisdictions have\nalso proposed or intend to pass legislation that imposes new obligations\nand liabilities on platforms with respect to certain types of harmful\ncontent.\n\nWhile the scope and timing of these proposals are currently evolving, if\nenacted and applied to our platform, the new rules may adversely affect\nour business. In countries in Asia and Latin America, generally there\nare not similar statutes as the CDA or E-Commerce Directive. The laws of\ncountries in Asia and Latin America generally provide for direct\nliability if a platform is involved in creating"}, {"title": "airbnb.txt", "text": "such content or has\nactual knowledge of the content without taking action to take it down.\nFurther, laws in some Asian countries also provide for primary or\nsecondary liability, which can include criminal liability, if a platform\nfailed to take sufficient steps to prevent such content from being\nuploaded. Because liability often flows from information or content on\nour platform and/or services accessed through our platform, as we\ncontinue to expand our offerings, tiers, and scope of business, both in\nterms of the range of offerings and services and geographical\noperations, we may face or become subject to additional or different\nlaws and regulations. Our potential liability for information or content\ncreated by third parties and posted to our platform could require us to\nimplement additional measures to reduce our exposure to such liability,\nmay require us to expend significant resources, may limit the\ndesirability of our platform to Hosts and guests, may cause damage to\nour brand or reputation, and may cause us to incur time and costs\ndefending such claims in litigation, thereby materially adversely\naffecting our business, results of operations, and financial condition.\n\nIn the European Union, the Consumer Rights Directive and the Unfair\nCommercial Practices Directive harmonized consumer rights across the EU\nmember states. In 2018, the European Commission and a group of European\nconsumer protection authorities (through the Consumer Protection\nCooperation Network) investigated our customer terms and price display\npractices, which required us to make certain changes to our terms and\nprice display practices. If Consumer Protection Regulators find that we\nare in breach of consumer protection laws, we may be fined or required\nto change our terms and processes, which may result in increased\noperational costs. Consumers and certain Consumer Protection\nAssociations may also bring individual claims against us if they believe\nthat our terms and/or business practices are not in compliance with\nlocal consumer protection laws. Currently, class actions may also be\nbrought in certain countries in the European Union, and the Collective\nRedress Directive extends the right to collective redress across the\nEuropean Union.\n\n*Maintaining and enhancing our brand and reputation is critical to our\ngrowth, and negative publicity could damage our brand and thereby harm\nour ability"}, {"title": "airbnb.txt", "text": "to compete effectively, and could materially adversely\naffect our business, results of operations, and financial condition.*\n\nOur brand and our reputation are among our most important assets.\nMaintaining and enhancing our brand and reputation is critical to our\nability to attract Hosts, guests, and employees, to compete effectively,\nto preserve and deepen the engagement of our existing Hosts,\n\n17\n\nguests, and employees, to maintain and improve our standing in the\ncommunities where our Hosts operate, including our standing with\ncommunity leaders and regulatory bodies, and to mitigate legislative or\nregulatory scrutiny, litigation, and government investigations. We are\nheavily dependent on the perceptions of Hosts and guests who use our\nplatform to help make word-of-mouth recommendations that contribute to\nour growth.\n\nAny incident, whether actual or rumored to have occurred, involving the\nsafety or security of listings, Hosts, guests, or other members of the\npublic, fraudulent transactions, or incidents that are mistakenly\nattributed to Airbnb, and any media coverage resulting therefrom, could\ncreate a negative public perception of our platform, which would\nadversely impact our ability to attract Hosts and guests. In addition,\nwhen Hosts cancel reservations or if we fail to provide timely refunds\nto guests in connection with cancellations, guest perception of the\nvalue of our platform is adversely impacted and may cause guests to not\nuse our platform in the future. The impact of these issues may be more\npronounced if we are seen to have failed to provide prompt and\nappropriate community support or our platform policies are perceived to\nbe too permissive, too restrictive, or providing Hosts and/or guests\nwith unsatisfactory resolutions. We have been the subject of media\nreports, social media posts, blogs, and other forums that contain\nallegations about our business or activity on our platform that create\nnegative publicity. As a result of these complaints and negative\npublicity, some Hosts have refrained from, and may in the future refrain\nfrom, listing with us, and some guests have refrained from, and may in\nthe future refrain from, using our platform, which could materially\nadversely affect our business, results of operations, and financial\ncondition.\n\nIn addition, our brand and reputation could be harmed if we fail to act\nresponsibly or are perceived as not"}, {"title": "airbnb.txt", "text": "acting responsibly, or fail to\ncomply with regulatory requirements as interpreted by certain\ngovernments or agencies thereof, in a number of other areas, such as\nsafety and security, data security, privacy practices, provision of\ninformation about users and activities on our platform, sustainability,\nhuman rights (including in respect of our own operations and throughout\nour supply chain), matters associated with our broader supply chain\n(including Hosts, guests, and other business partners), sustainability\nissues associated with human travel and migration, increased energy and\nwater consumption, diversity, non-discrimination, and support for\nemployees and local communities. Media, legislative, or government\nscrutiny around our company, including the perceived impact on\naffordable housing and over-tourism, neighborhood nuisance, privacy\npractices, provision of information as requested by certain governments\nor agencies thereof, content on our platform, business practices and\nstrategic plans, impact of travel on the climate and local environment,\nand public health policies that may cause geopolitical backlash, our\nbusiness partners, private companies where we have minority investments,\nand our practices relating to our platform, offerings, employees,\ncompetition, litigation, and response to regulatory activity, could\nadversely affect our brand and our reputation with our Hosts, guests,\nand communities. Social media compounds the potential scope of the\nnegative publicity that could be generated and the speed with which such\nnegative publicity may spread. Any resulting damage to our brand or\nreputation could materially adversely affect our business, results of\noperations, and financial condition.\n\nIn addition, we rely on our Hosts and guests to provide trustworthy\nreviews and ratings that our Hosts or guests may rely upon to help\ndecide whether or not to book a particular listing or accept a\nparticular booking and that we use to enforce quality standards. We rely\non these reviews to further strengthen trust among members of our\ncommunity. Our Hosts and guests may be less likely to rely on reviews\nand ratings if they believe that our review system does not generate\ntrustworthy reviews and ratings. We have procedures in place to combat\nfraud or abuse of our review system, but we cannot guarantee that these\nprocedures are or will be effective. In addition, if our"}, {"title": "airbnb.txt", "text": "Hosts and\nguests do not leave reliable reviews and ratings, other potential Hosts\nor guests may disregard those reviews and ratings, and our systems that\nuse reviews and ratings to enforce quality standards would be less\neffective, which could reduce trust within our community and damage our\nbrand and reputation, and could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\n*Host, guest, or third-party actions that are criminal, violent,\ninappropriate, or dangerous, or fraudulent activity, may undermine the\nsafety or the perception of safety of our platform and our ability to\nattract and retain Hosts and guests and materially adversely affect our\nreputation, business, results of operations, and financial condition.*\n\nWe have no control over or ability to predict the actions of our users\nand other third parties, such as neighbors or invitees, either during\nthe guest' stay, experience, or otherwise, and therefore, we cannot\nguarantee the safety of our Hosts, guests, and third parties. The\nactions of Hosts, guests, and other third parties have resulted and can\nfurther result in fatalities, injuries, other bodily harm, fraud,\ninvasion of privacy,property damage, discrimination, brand, and\nreputational damage, which have created and could continue to create\npotential legal or other substantial liabilities for us. We do not\nverify the identity of all of our Hosts and guests nor do we verify or\nscreen third parties who may be present during a reservation made\nthrough our platform. Our identity verification processes rely on, among\nother things, information provided by Hosts and guests, and our ability\nto validate that information and the effectiveness of third-party\nservice providers that support our verification processes may be\nlimited. In addition, we do not currently and may not in the future\nrequire users to re-verify their identity following their successful\ncompletion of the initial verification process. Certain verification\nprocesses, including legacy verification processes on which we\npreviously relied, may be less reliable than others. We screen against\ncertain regulatory, terrorist, and sanctions watch lists, conduct\ncriminal background checks for certain U.S. Hosts, U.S. guests, and\nHosts in India, and conduct additional screening processes to flag and\ninvestigate suspicious activities. These processes are benefi"}, {"title": "airbnb.txt", "text": "cial but\nnot exhaustive and have limitations due to a variety of factors,\nincluding laws and regulations that prohibit or limit our ability to\nconduct effective background checks in some jurisdictions, the\nunavailability and inaccuracy of information, and the inability of our\nsystems to detect all suspicious activity. There can be no assurances\nthat these measures will significantly reduce criminal or fraudulent\nactivity on our platform. The criminal background checks for certain\nU.S. Hosts, U.S. guests, and Hosts in India, and other screening\nprocesses rely on, among other things, information provided by Hosts and\nguests, our ability to validate that information, the accuracy,\ncompleteness, and availability of the underlying information relating to\ncriminal records, the digitization of certain records, the evolving\nregulatory landscape in this area such as in the data privacy and data\nsecurity space, and on the effectiveness of third-party service\nproviders that may fail to conduct such background checks adequately or\ndisclose information that could be relevant to a determination of\neligibility, and we do not run criminal background checks and other\nscreening processes on third parties who may be present during a\nreservation made through our platform.\n\nIn addition, we have not in the past and may not in the future undertake\nto independently verify the safety, suitability, location, quality,\ncompliance with Airbnb policies or standards, and legal compliance, such\nas fire code compliance or the presence of carbon monoxide detectors,\nhidden cameras or pool safety, of all our Hosts'listings or experiences.\nWe have not in the past and may not in the future\n\n18\n\nundertake to independently verify the location, safety, or suitability\nof experiences for individual guests, the suitability, qualifications,\nor credentials of experiences Hosts, or the qualifications of individual\nexperiences guests. In the limited circumstances where we have\nundertaken the verification or screening of certain aspects of Host\nqualifications, listings or experiences, the scope of such processes may\nbe limited and rely on, among other things, information provided by\nHosts and guests and the ability of our internal teams or third-party\nvendors to adequately conduct such verification or screening practices.\nIn addition, we have not in the past taken and may not in the future\ntake steps to re"}, {"title": "airbnb.txt", "text": "-verify or re-screen Host qualifications, listings, or\nexperiences following initial review. We have in the past relied, and\nmay in the future, rely on Hosts and guests to disclose information\nrelating to their listings and experiences and such information may be\ninaccurate or incomplete. We have created policies and standards to\nrespond to issues reported with listings, but certain listings may pose\nheightened safety risks to individual users because those issues have\nnot been reported to us or because our customer support team has not\ntaken the requisite action based on our policies. We rely, at least in\npart, on reports of issues from Hosts and guests to investigate and\nenforce many of our policies and standards. In addition, our policies\nmay not contemplate certain safety risks posed by listings or individual\nHosts or guests or may not sufficiently address those risks.\n\nWe have also faced civil litigation, regulatory investigations, and\ninquiries involving allegations of, among other things, unsafe or\nunsuitable listings, discriminatory policies, data processing,\npractices, or behavior on and off our platform or by Hosts, guests, and\nthird parties, general misrepresentations regarding the safety or\naccuracy of offerings on our platform, and other Host, guest, or\nthird-party actions that are criminal, violent, inappropriate,\ndangerous, or fraudulent. While we recognize that we need to continue to\nbuild trust and invest in innovations that will support trust when it\ncomes to our policies, tools, and procedures to help protect Hosts,\nguests, and the communities in which our Hosts operate, we may not be\nsuccessful in doing so. Similarly, listings that are inaccurate, of a\nlower than expected quality, or that do not comply with our policies may\nharm guests and public perception of the quality and safety of listings\non our platform and materially adversely affect our reputation,\nbusiness, results of operations, and financial condition.\n\nIf Hosts, guests, or third parties engage in criminal activity,\nmisconduct, fraudulent, negligent, or inappropriate conduct or use our\nplatform as a conduit for criminal activity, consumers may not consider\nour platform and the listings on our platform safe, and we may receive\nnegative media coverage, or be subject to involvement in a government\ninvestigation concerning such activity, which could adversely impact our\nbrand and"}, {"title": "airbnb.txt", "text": "reputation, and lower the adoption rate of our platform. For\nexample:\n\n\u2022there have been shootings, fatalities, and other criminal or violent\nacts on properties booked on our platform, including as a result of\nunsanctioned house parties;\n\n\u2022there have been incidents of sexual violence against Hosts, guests, and\nthird parties, and we have seen higher incident rates of such conduct\nassociated with private room and shared space listings;\n\n\u2022there have been undisclosed and hidden cameras at properties; and\n\n\u2022there have been incidents of Hosts and guests engaging in criminal,\nfraudulent, or unsafe behavior and other misconduct while using our\nplatform.\n\nThe methods used by perpetrators of fraud and other misconduct are\ncomplex and constantly evolving, and our trust and security measures\nhave been, and may currently or in the future be, insufficient to detect\nand help prevent all fraudulent activity and other misconduct; for\nexample:\n\n\u2022there have been incidents where Hosts have misrepresented the quality\nand location or existence of their properties, in some instances to send\nguests to different and inferior properties;\n\n\u2022there have been incidents where guests have caused substantial property\ndamage to listings or misrepresented the purpose of their stay and used\nlistings for unauthorized or inappropriate conduct including parties,\nsex work, drug-related activities, or to perpetrate criminal activities;\n\n\u2022there have been instances where users with connected or duplicate\naccounts have circumvented or manipulated our systems, in an effort to\nevade account restrictions, create false reviews, or engage in fraud or\nother misconduct;\n\n\u2022there have been incidents where fraudsters have created fake guest\naccounts, fake Host accounts, or both, to perpetrate financial fraud;\nand\n\n\u2022situations have occurred where Hosts or guests mistakenly or\nunintentionally provide malicious third parties access to their\naccounts, which has allowed those third parties to take advantage of our\nHosts and guests.\n\nIn addition, certain regions where we operate have higher rates of\nviolent crime or varying safety requirements, which can lead to more\nsafety and security incidents, and may adversely impact the adoption of\nour platform in those regions and elsewhere.\n\nIf criminal, inappropriate, fraudulent, or other negative incidents\ncontinue to occur due to the conduct of Hosts, guests, or third parti"}, {"title": "airbnb.txt", "text": "es,\nour ability to attract and retain Hosts and guests would be harmed, and\nour business, results of operations, and financial condition would be\nmaterially adversely affected. Such incidents have prompted, and may in\nthe future prompt, stricter home sharing regulations or regulatory\ninquiries into our platform policies and business practices. In the\nUnited States and other countries, we have seen listings being used for\nparties in violation of Airbnb' policies which have in some cases\nresulted in neighborhood disruption or violence. Further, claims have\nbeen asserted against us from our Hosts, guests, and third parties for\ncompensation due to fatalities, accidents, injuries, assaults, theft,\nproperty damage, data privacy and data security issues, fraudulent\nlistings, and other incidents that are caused by other Hosts, guests, or\nthird parties while using our platform. These claims subject us to\npotentially significant liability and increase our operating costs and\ncould materially adversely affect our business, results of operations,\nand financial condition. We have obtained some third-party insurance,\nwhich is subject to certain conditions and exclusions, for claims and\nlosses incurred based on incidents related to bookings on our platform.\nOur third-party insurance, which may or may not be applicable to all\nclaims, may be inadequate to fully cover alleged claims of liability,\ninvestigation costs, defense costs, and/or payouts. Even if these claims\ndo not result in liability, we could incur significant time and cost\ninvestigating and defending against them. As we expand our offerings and\ntiers, or if the quantity or severity of incidents increases, our\ninsurance rates and our financial exposure will grow, which would\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\n19\n\n*Measures that we are taking to improve the trust and safety of our\nplatform may cause us to incur significant expenditures and may not be\nsuccessful.*\n\nWe have taken and continue to take measures to improve the trust and\nsafety on our platform, combat fraudulent activities and other\nmisconduct and improve community trust, such as requiring identity and\nother information from Hosts and guests, attempting to confirm the\nlocation of listings, removing suspected fraudulent listings or listings\nrepeatedly reported by guests to be significantly not as des"}, {"title": "airbnb.txt", "text": "cribed, and\nremoving Hosts and guests who fail to comply with our policies. These\nmeasures are long-term investments in our business and the trust and\nsafety of our community. However, some of these measures increase\nfriction on our platform by increasing the number of steps required to\nlist or book, which reduces Host and guest activity on our platform, and\ncould materially adversely affect our business. Implementing the trust\nand safety initiatives we have announced, which include limited\nverification of Hosts and listings, restrictions on \"arty\"houses,\nrestrictions on certain types of bookings, and our neighbor hotline, or\nother initiatives, has caused and will continue to cause us to incur\nsignificant ongoing expenses and may result in fewer listings and\nbookings or reduced Host and guest retention, which could also\nmaterially adversely affect our business. As we operate a global\nplatform, the timing and implementation of these measures will vary\nacross geographies and may be restricted by local law requirements. We\nhave invested and plan to continue to invest significantly in the trust\nand safety of our platform, but there can be no assurances that these\nmeasures will be successful, significantly reduce criminal or fraudulent\nactivity on or off our platform, or be sufficient to protect our\nreputation in the event of such activity.\n\nFurthermore, we have established community standards, but those\nstandards may not always be effectively enforced, communicated to, or\nconsistently understood by all parts of our community. For example,\nwhile we require and communicate to Hosts and guests to make certain\ncommitments with respect to diversity and belonging when they join\nAirbnb, these standards and requirements are not always well understood\nby all parts of our community. As a result, Hosts and guests may be\nsurprised or disappointed when their expectations are not met.\n\n*Growing focus on evolving environmental, social, and governance issues\n(\"SG\" by shareholders, customers, regulators, politicians, employees,\nand other stakeholders may impose additional risks and costs on our\nbusiness.*\n\nESG matters have become an area of growing and evolving focus among our\nshareholders and other stakeholders, including among customers,\nemployees, regulators, politicians, and the general public in the United\nStates and abroad. In particular, companies, including Airbnb, face"}, {"title": "airbnb.txt", "text": "heightened expectations with respect to their practices, disclosures,\nand performance in relation to climate change, diversity, equity and\ninclusion, human rights, energy and water consumption, human capital\nmanagement, data privacy and security, and supply chains (including\nhuman rights issues), among other topics.\n\nWe are committed to maintaining strong relationships with all of our key\nstakeholders, including our Hosts, guests, the communities within which\nwe operate in, employees, and shareholders and we have taken and\ncontinue to take steps to serve each of our stakeholder groups. We also\nendeavor to maintain productive relationships with regulators and other\nconstituencies with whom we engage. Notwithstanding our commitments to\nstakeholders and intentions with respect to other constituencies, if we\nfail to meet evolving investor, regulator, and other stakeholder\nexpectations on ESG matters, if we are perceived not to have responded\nappropriately or in a timely manner to ESG issues that are material, or\nperceived to be material, to our business (including failing to pursue\nor achieve our stated goals, targets and objectives within the timelines\nwe announce, failing to satisfyreporting and disclosure expectations or\nrequirements, or if there are real or perceived inaccuracies in the data\nand information we report), if we fail to accurately report ESG-related\ndata, or if we fail to fully understand, reflect, disclose, mitigate or\nmanage risks associated with environmental or social matters, we may\nexperience harm to our brand and reputation, adverse press coverage, a\nreduction in our attractiveness as an investment, greater regulatory\nscrutiny and potential legal claims, greater difficulties in attracting\nand retaining customers and talent, increased costs associated with our\nlegal compliance, insurance, or access to capital, and as a consequence,\nour business, results of operations, financial condition, and/or stock\nprice could be materially adversely affected. We also expect to incur\nadditional costs and require additional resources to monitor, report,\nand comply with our various ESG commitments and reporting obligations.\n\n*We rely on traffic to our platform to grow revenue, and if we are\nunable to drive traffic cost-effectively, it would materially adversely\naffect our business, results of operations, and financial condition.*\n\nWe believe that maintai"}, {"title": "airbnb.txt", "text": "ning and strengthening our brand is an important\naspect of our efforts to attract and retain Hosts and guests. In\nparticular, we rely on marketing to drive guest traffic to our platform.\nWe have invested considerable resources into establishing and\nmaintaining our brand. As a result of the COVID-19 pandemic, we\nrealigned our organizational priorities to further increase our focus on\nindividual Hosts and brand marketing, while reducing performance\nmarketing.\n\nOur brand marketing efforts include a variety of online and offline\nmarketing distribution channels. Our brand marketing efforts are\nexpensive and may not be cost-effective or successful. If our\ncompetitors spend increasingly more on brand marketing efforts, we may\nnot be able to maintain and grow traffic to our platform.\n\nWe have used performance marketing products offered by search engines\nand social media platforms to distribute paid advertisements that drive\ntraffic to our platform. The remainder of our traffic comes through\ndirect or unpaid channels, which include brand marketing and search\nengine optimization (\"EO\". A critical factor in attracting Hosts and\nguests to our platform is how prominently listings are displayedin\nresponse to search queries for key search terms. The success of home\nsharing and our brand has led to increased costs for relevant keywords\nas our competitors competitively bid on our keywords, including our\nbrand name. Our strategy is to increase brand marketing and use the\nstrength of our brand to attract more guests via direct or unpaid\nchannels. However, we may not be successful at our efforts to drive\ntraffic growth cost-effectively. If we are not able to effectively\nincrease our traffic growth without increases in spend on performance\nmarketing, we may need to increase our performance marketing spend in\nthe future, including in response to increased spend on performance\nmarketing from our competitors, and our business, results of operations,\nand financial condition could be materially adversely affected.\n\n20\n\nThe technology that powers much of our performance marketing is\nincreasingly subject to strict regulation, and regulatory or legislative\nchanges could adversely impact the effectiveness of our performance\nmarketing efforts and, as a result, our business. For example, we rely\non the placement and use of \"ookies\"---text files stored on a Host or\nguest' web browser or de"}, {"title": "airbnb.txt", "text": "vice ---and related and similar technologies to\nsupport tailored marketing to consumers. Many countries have adopted, or\nare in the process of adopting, regulations governing the use of cookies\nand similar technologies, and individuals may be required to \"pt-in\"to\nthe placement of cookies used for purposes of marketing. For example, we\nare subject to evolving EU and UK privacy laws on cookies, tracking\ntechnologies, and e-marketing. In the European Union and United Kingdom\nunder national laws derived from the ePrivacy Directive, informed\nconsent is often required for the placement of a cookie or similar\ntechnology on a user' device and for direct electronic marketing. The\nGDPR also imposes conditions on obtaining valid consent, such as a\nprohibition on pre-checked consents and a requirement to ensure separate\nconsents are sought for each type of cookie or similar technology. The\nGDPR and similar laws also strictly regulate our use of personal data\nfor marketing purposes. Additional legislation in this space is\nanticipated, which may increase the burden on our business and fines for\nnon-compliance. While the text of the ePrivacy Regulation is still under\ndevelopment, recent Europeancourt and regulatory decisions as well as\nguidance are driving increased attention to cookies and tracking\ntechnologies, in particular in the online behavioral advertising\necosystem. We are seeing increased proactive enforcement activity in\nthis area by European data regulators coupled with investigations\nflowing from complaints made by privacy activist groups. In the United\nStates, several states have enacted laws that regulate the use of\nconsumers'personal information for marketing purposes. In California,\nthe California Consumer Privacy Act (as amended by the California\nPrivacy Rights and Enforcement Act of 2020) (\"CPA\") gives consumers the\nright to opt out of the \"ale\"or \"sharing\"or their personal information,\nwhere sharing is specifically tied to sharing of personal information\nfor cross-context behavioral advertising. With respect to the sale or\nsharing of personal information, the California Attorney General\nrecently signaled an intent to aggressively enforce the CCPA'\nrequirements on consumer opt-outs of the sale of personal information.\nAdditionally, laws going into effect in 2023 in Virginia, Colorado,\nConnecticut, and Utah give consumers the right to opt out of \"argeted"}, {"title": "airbnb.txt", "text": "advertising.\"\n\nIf the trend continues of increasing regulation and enforcement by\nregulators of the technology we use for marketing, this could lead to\nsubstantial costs, require significant systems changes, limit the\neffectiveness of our marketing activities, divert the attention of our\ntechnology personnel, adversely affect our margins, increase costs, and\nsubject us to additional liabilities. We could also face negative\npublicity or reputation damage as a result of regulatory action or from\nbeing named in complaints or enforcement actions about our practices.\nWidespread adoption of regulations that significantly restrict our\nability to use performance marketing technology could adversely affect\nour ability to market effectively to current and prospective Hosts and\nguests, and thus materially adversely affect our business, results of\noperations, and financial condition. Additionally, some providers of\nconsumer devices and web browsers have implemented means to make it\neasier for consumers to prevent the placement of cookies, to block other\ntracking technologies or to require new permissions from consumers for\ncertain activities, which could, if widely adopted, significantly reduce\nthe effectiveness of our marketing efforts.\n\nWe focus on unpaid channels such as SEO. SEO involves developing our\nplatform in a way that enables a search engine to rank our platform\nprominently for search queries for which our platform' content may be\nrelevant. Changes to search engine algorithms or similar actions are not\nwithin our control, and could adversely affect our search-engine\nrankings and traffic to our platform. We believe that our SEO results\nhave been adversely affected by the launch of Google Travel and Google\nVacation Rental Ads, which reduce the prominence of our platform in\norganic search results for travel-related terms and placement on Google.\nTo the extent that our brand and platform are listed less prominently or\nfail to appear in search results for any reason, we would need to\nincrease our paid marketing spend which would increase our overall\ncustomer acquisition costs and materially adversely affect our business,\nresults of operations, and financial condition. If Google or Apple uses\nits own mobile operating systems or app distribution channels to favor\nits own or other preferred travel service offerings, or impose policies\nthat effectively disallow us to"}, {"title": "airbnb.txt", "text": "continue our full product offerings in\nthose channels, there could be an adverse effect on our ability to\nengage with Hosts and guests who access our platform via mobile apps or\nsearch.\n\nMoreover, as guests increase their booking activity across multiple\ntravel sites or compare offerings across sites, our marketing efficiency\nand effectiveness is adversely impacted, which could cause us to\nincrease our sales and marketing expenditures in the future, which may\nnot be offset by additional revenue, and could materially adversely\naffect our business, results of operations, and financial condition. In\naddition, any negative publicity or public complaints, including those\nthat impede our ability to maintain positive brand awareness through our\nmarketing and consumer communications efforts, could harm our reputation\nand lead to fewer Hosts and guests using our platform, and attempts to\nreplace this traffic through other channels will require us to increase\nour sales and marketing expenditures.\n\n*Our indebtedness could materially adversely affect our financial\ncondition.* *Our indebtedness and liabilities could limit the cash flow\navailable for our operations, expose us to risks that could materially\nadversely affect our business, results of operations, and financial\ncondition, and impair our ability to satisfy our obligations under our\nindebtedness.*\n\nIn March 2021, we issued \\$2.0 billion aggregate principal amount of 0%\nconvertible senior notes due 2026 (the \\\"2026 Notes\\\"). In addition, on\nOctober 31, 2022, we entered into a five-year unsecured revolving credit\nfacility with \\$1.0 billion of initial commitments from a group of\nlenders (\"022 Credit Facility\". As of December\u00a01, 2022, there were no\nborrowings outstanding under the 2022 Credit Facility, and we had total\noutstanding letters of credit of \\$28.5\u00a0illion under the 2022 Credit\nFacility. We may also incur additional indebtedness to meet future\nfinancing needs. Our indebtedness could have significant negative\nconsequences for our security holders and our business, results of\noperations and financial condition by, among other things:\n\n\u2022increasing our vulnerability to adverse economic and industry\nconditions;\n\n\u2022limiting our ability to obtain additional financing;\n\n\u2022requiring the dedication of a substantial portion of our cash flow from\noperations to service our indebtedness, which will reduce the amount of\nc"}, {"title": "airbnb.txt", "text": "ash available for other purposes;\n\n\u2022limiting our flexibility to plan for, or react to, changes in our\nbusiness;\n\n\u2022diluting the interests of our existing stockholders as a result of\nissuing shares of our Class A common stock upon conversion of the 2026\nNotes; and\n\n\u2022placing us at a possible competitive disadvantage with competitors that\nare less leveraged than us or have better access to capital.\n\n21\n\nThe occurrence of any one of these events could have a material adverse\neffect on our business, results of operations, and financial condition,\nand ability to satisfy our obligations under our indebtedness.\n\nOur ability to make scheduled payments of the principal of, to pay\ninterest on or to refinance our indebtedness, including the 2026 Notes,\ndepends on our future performance, which is subject to economic,\nfinancial, competitive and other factors beyond our control. Our\nbusiness may not generate sufficient funds, and we may otherwise be\nunable to maintain sufficient cash reserves, to pay amounts due under\nour indebtedness, including the 2026 Notes, and our cash needs may\nincrease in the future.\n\nIn addition, our existing credit agreement for our 2022 Credit Facility\ncontains, and anyfuture indebtedness that we may incur may contain,\nfinancial and other restrictive covenants that limit our ability to\noperate our business, raise capital or make payments under our other\nindebtedness. The covenants in the agreement governing our 2022 Credit\nFacility (the \"redit Agreement\", among other things, limit our and our\nsubsidiaries'abilities to:\n\n\u2022incur additional indebtedness at subsidiaries that are not guarantors\nof the 2022 Credit Facility;\n\n\u2022create or incur additional liens;\n\n\u2022partake in sale/leaseback transactions;\n\n\u2022engage in certain fundamental changes, including mergers or\nconsolidations; and\n\n\u2022enter into negative pledge clauses and clauses restricting subsidiary\ndistributions.\n\nIn addition, we are subject to a leverage ratio and fixed charge\ncoverage ratio covenants.\n\nIf we fail to comply with these covenants or to make payments under our\nindebtedness when due, then we would be in default under that\nindebtedness, which could, in turn, result in that and our other\nindebtedness becoming immediately payable in full.\n\n*We may be unable to raise the funds necessary to repurchase the 2026\nNotes for cash following a fundamental change, or to pay any cash\namounts due upo"}, {"title": "airbnb.txt", "text": "n conversion, and our future indebtedness may limit our\nability to repurchase the 2026 Notes or pay cash upon their conversion.*\n\nHolders of the 2026 Notes may, subject to limited exceptions, require us\nto repurchase their 2026 Notes following a fundamental change (as\ndefined in the indenture governing the 2026 Notes) at a cash repurchase\nprice generally equal to the principal amount of the 2026 Notes to be\nrepurchased, plus accrued and unpaid special interest or additional\ninterest, if any. In addition, upon conversion, we will satisfy part or\nall of our conversion obligation in cash unless we elect to settle\nconversions solely in shares of our Class A common stock. We may not\nhave enough available cash or be able to obtain financing at the time we\nare required to repurchase the 2026 Notes or pay the cash amounts due\nupon conversion. In addition, applicable law, regulatory authorities and\nthe agreements governing our future indebtedness may restrict our\nability to repurchase the 2026 Notes or pay the cash amounts due upon\nconversion, if any. Our failure to repurchase the 2026 Notes or to pay\nthe cash amounts due upon conversion when required will constitute a\ndefault under the indenture governing the 2026 Notes. A default under\nthe indenture or the fundamental change itself could also lead to a\ndefault under agreements governing our other indebtedness, which may\nresult in that other indebtedness becoming immediately payable in full.\nIf the repayment of such other indebtedness were to be accelerated after\nany applicable notice or grace periods, then we may not have sufficient\nfunds to repay that indebtedness and repurchase the 2026 Notes or make\ncash payments upon their conversion, if any.\n\n*The accounting method for the 2026 Notes could adversely affect our\nreported financial condition and results.*\n\nThe accounting method for reflecting the 2026 Notes on our balance sheet\nand reflecting the underlying shares of our Class A common stock in our\nreported diluted earnings per share may adversely affect our reported\nearnings and financial condition.\n\nWe recorded the 2026 Notes entirely as a liability on our balance sheet,\nnet of issuance costs. Additionally, the new guidance modifies the\ntreatment of convertible debt securities that may be settled in cash or\nshares by requiring the use of the \"f-converted\"method. Under that\nmethod, diluted earnings per share wou"}, {"title": "airbnb.txt", "text": "ld generally be calculated\nassuming that all the 2026 Notes were converted solely into shares of\nClass A common stock at the beginning of the reporting period, unless\nthe result would be anti-dilutive. In addition, in the future, we may,\nin our sole discretion, irrevocably elect to settle the conversion value\nof the 2026 Notes in cash up to the principal amount being converted.\nFollowing such an irrevocable election, if the conversion value of the\n2026 Notes exceeds their principal amount for a reporting period, then\nwe will calculate our diluted earnings per share by assuming that all of\nthe 2026 Notes were converted at the beginning of the reporting period\nand that we issued shares of our Class A common stock to settle the\nexcess, unless the result would be anti-dilutive. The application of the\nif-converted method may reduce our reported diluted earnings per share.\n\nFurthermore, if any of the conditions to the convertibility of the 2026\nNotes are satisfied, then, under certain conditions, we may be required\nunder applicable accounting standards to reclassify the liability\ncarrying value of the 2026 Notes as a current, rather than a long-term,\nliability. This reclassification could be required even if no\nnoteholders convert their 2026 Notes and could materially reduce our\nreported working capital.\n\n*The capped call transactions entered into in connection with the\npricing of the 2026 Notes may affect the value of our Class A common\nstock.*\n\nIn connection with the pricing of the 2026 Notes, we entered into\nprivately negotiated capped call transactions with certain option\ncounterparties. The capped call transactions will cover, subject to\ncustomary adjustments, the number of shares of Class A common stock\ninitially underlying the 2026 Notes. The capped call transactions are\nexpected generally to reduce potential dilution to our Class A common\nstock upon conversion of the 2026 Notes or at our election (subject to\ncertain conditions) offset any cash payments we are required to\n\n22\n\nmake in excess of the aggregate principal amount of converted 2026\nNotes, as the case may be, with such reduction or offset subject to a\ncap.\n\nWe have been advised that, in connection with establishing their initial\nhedges of the capped call transactions, the option counterparties or\ntheir respective affiliates purchased shares of our Class A common stock\nand/or entered into various d"}, {"title": "airbnb.txt", "text": "erivative transactions with respect to our\nClass A common stock concurrently with or shortly after the pricing of\nthe 2026 Notes.\n\nIn addition, we have been advised that the option counterparties or\ntheir respective affiliates may modify their hedge positions by entering\ninto or unwinding various derivatives with respect to our Class A common\nstock and/or purchasing or selling our Class A common stock or other\nsecurities of ours in secondary market transactions following the\npricing of the 2026 Notes and prior to the maturity of the 2026 Notes\n(and are likely to do so on each exercise date of the capped call\ntransactions and in connection with any early termination event in\nrespect of the capped call transactions). This activity could also cause\nor avoid an increase or a decrease in the market price of our Class A\ncommon stock.\n\n*Provisions in the indenture governing the 2026 Notes could delay or\nprevent an otherwise beneficial takeover of us.*\n\nCertain provisions in the 2026 Notes and the indenture governing the\n2026 Notes could make a third-party attempt to acquire us more difficult\nor expensive. For example, if a takeover constitutes a fundamental\nchange (as defined in the indenture governing the 2026 Notes), then\nnoteholders will have the right to require us to repurchase their 2026\nNotes for cash. In addition, if a takeover constitutes a make-whole\nfundamental change (as defined in the indenture governing the 2026\nNotes), then we may be required to temporarily increase the conversion\nrate. In either case, and in other cases, our obligations under the 2026\nNotes and the indenture governing the 2026 Notes could increase the cost\nof acquiring us or otherwise discourage a third party from acquiring us\nor removing incumbent management, including in a transaction that\nnoteholders or holders of our common stock may view as favorable.\n\n*We track certain operational metrics, which are subject to inherent\nchallenges in measurement, and real or perceived inaccuracies in such\nmetrics may harm our reputation and materially adversely affect our\nstock price, business, results of operations, and financial condition.*\n\nWe track certain operational metrics, including metrics such as Nights\nand Experiences Booked, GBV, average daily rates (\"DR\", active listings,\nactive bookers, Hosts, and guest arrivals, which may differ from\nestimates or similar metrics published by thir"}, {"title": "airbnb.txt", "text": "d parties due to\ndifferences in sources, methodologies, or the assumptions on which we\nrely. Our internal systems and tools are subject to a number of\nlimitations, and our methodologies for tracking these metrics may change\nover time, which could result in unexpected changes to our metrics,\nincluding the metrics we publicly disclose. If the internal systems and\ntools we use to track these metrics undercount or overcount performance\nor contain algorithmic or other technical errors, the data we report may\nnot be accurate. While these numbers are based on what we believe to be\nreasonable estimates of our metrics for the applicable period of\nmeasurement, there are inherent challenges in measuring how our platform\nis used across large populations globally.\n\nOur Nights and Experiences Booked and GBV metrics are adjusted for\ncancellations and alterations that happen in the reporting period.\nHowever, cancellations and alterations for bookings made in the\nreporting period can occur beyond the current reporting period. This\nresults in a reported amount of Nights and Experiences Booked and GBV in\nthe quarter of the booking for which all of the bookings may ultimately\nnot result in check-ins,and subsequently reduces our Nights and\nExperiences Booked and GBV metrics in subsequent quarters when we\nexperience cancellations. Cancellations and alterations to previously\nbooked trips increased dramatically after the COVID-19 outbreak, as\nguests were either unable to travel or uncomfortable traveling. If we\nexperience high levels of cancellations in the future, our performance\nand related business metrics will be materially adversely affected.\n\nThe calculation of Nights and Experiences Booked, GBV, and active\nlistings requires the ongoing collection of data on new offerings that\nare added to our platform over time. Our business is complex, and the\nmethodology used to calculate Nights and Experiences Booked, GBV, and\nactive listings may require future adjustments to accurately represent\nthe full value of new offerings.\n\nAn active booker is a unique guest who has booked a stay or experience\nin a given time period. Certain individuals may have more than one guest\naccount and therefore may be counted more than once in our count of\nactive bookers. We count the number of Hosts on our platform based on\nthe number of Hosts with an available listing as of a certain date. Some\nindividua"}, {"title": "airbnb.txt", "text": "ls may have more than one Host account and therefore may be\ncounted more than once as Hosts.\n\nOur metrics, including our reported Nights and Experiences Booked, GBV,\nand active listings, may include fraudulent bookings, accounts, and\nother activities that have not been flagged by our trust and safety\nteams or identified by our machine learning algorithms or not yet\naddressed by our operational teams, which could mean these activities on\nour site are not identified or addressed in a timely manner or at all,\nreducing the accuracy of our metrics. Further, any such fraudulent\nactivity, along with associated refunds and cancellations, would reduce\nour metrics, in particular Nights and Experiences Booked, GBV, and\nactive listings, in the quarter in which it is discovered. Limitations\nor errors with respect to how we measure data or with respect to the\ndata that we measure may affect our understanding of certain details of\nour business, which could affect our long-term strategies. If our\noperational metrics are not accurate representations of our business, or\nif investors do not perceive these metrics to be accurate, or if we\ndiscover material inaccuracies with respect to these figures, our\nreputation may be significantly harmed, our stock price could decline,\nwe may be subject to stockholder litigation, and our business, results\nof operations, and financial condition could be materially adversely\naffected.\n\n*Our efforts to create new offerings and initiatives are costly, and if\nwe are unable to successfully pursue such offerings and initiatives, we\nmay fail to grow, and our business, results of operations, and financial\ncondition would be materially adversely affected.*\n\n23\n\nWe need to continue to invest in the development of new offerings and\ninitiatives that differentiate us from our competitors, such as Airbnb\nExperiences. Developing and delivering these new offerings and\ninitiatives increase our expenses and our organizational complexity, and\nwe may experience difficulties in developing and implementing these new\nofferings and initiatives.\n\nOur new offerings and initiatives have a high degree of risk, as they\nmay involve unproven businesses with which we have limited or no prior\ndevelopment or operating experience. There can be no assurance that\nconsumer demand for such offerings and initiatives will exist or be\nsustained at the levels that we anticipate, that"}, {"title": "airbnb.txt", "text": "we will be able to\nsuccessfully manage the development and delivery of such offerings and\ninitiatives, or that any of these offerings or initiatives will gain\nsufficient market acceptance to generate sufficient revenue to offset\nassociated expenses or liabilities. It is also possible that offerings\ndeveloped by others will render our offerings and initiatives\nnoncompetitive or obsolete. Further, these efforts entail investments in\nour systems and infrastructure, payments platform, and increased legal\nand regulatory compliance expenses, could distract management from\ncurrent operations, and will divert capital and other resources from our\nmore established offerings and geographies. Even if we are successful in\ndeveloping new offerings and initiatives, regulatory authorities may\nsubject us or our Hosts and guests to new rules, taxes, or restrictions\nor more aggressively enforce existing rules, taxes, or restrictions,\nthat could increase our expenses or prevent us from successfully\ncommercializing these initiatives. If we do not realize the expected\nbenefits of our investments, we may fail to grow and our business,\nresults of operations, and financial condition would be materially\nadversely affected.\n\n*If we fail to comply with federal, state, and foreign laws relating to\ndata privacy and data security, we may face potentially significant\nliability, negative publicity, an erosion of trust, and increased\nregulation and could materially adversely affect our business, results\nof operations, and financial condition.*\n\nData privacy and data security laws, rules, and regulations are complex,\nand their interpretation is rapidly evolving, making implementation and\nenforcement, and thus compliance requirements, ambiguous, uncertain, and\npotentially inconsistent. Compliance with such laws may require changes\nto our data collection, use, transfer, disclosure, other processing, and\ncertain other related business practices and may thereby increase\ncompliance costs or have other material adverse effects on our business.\nAs part of Host and guest registration and business processes, we\ncollect and use personal data, such as names, dates of birth, email\naddresses, phone numbers, and identity verification information (for\nexample, government issued identification or passport), as well as\ncredit card or other financial information that Hosts and guests provide\nto us. The laws o"}, {"title": "airbnb.txt", "text": "f many states and countries require businesses that\nmaintain such personal data to implement reasonable measures to keep\nsuch information secure and otherwise restrict the ways in which such\ninformation can be collected and used.\n\nFor example, the GDPR, which became effective on May\u00a05, 2018, has\nresulted and will continue to result in significantly greater compliance\nburdens and costs for companies like ours. The GDPR regulates our\ncollection, control, processing, sharing, disclosure, and other use of\ndata that can directly or indirectly identify a living individual\n(\"ersonal data\", and imposes stringent data protection requirements with\nsignificant penalties, and the risk of civil litigation, for\nnoncompliance.\n\nFailure to comply with the GDPR may result in fines of up to 20\u00a0illion\nEuros or up to 4% of the annual global revenue of the infringer,\nwhichever is greater. It may also lead to civil litigation, with the\nrisks of damages or injunctive relief, or regulatory orders adversely\nimpacting the ways in which our business can use personal data. Many\nlarge geographies in which we operate, including Australia, Brazil,\nCanada, China, and India, have passed or are in the process of passing\ncomparable or other robust data privacy and security legislation or\nregulation, which may lead to additional costs and increase our overall\nrisk exposure.\n\nIn addition, from January 1, 2021 (when the transitional period\nfollowing Brexit expired), we are also subject to the GDPR, which,\ntogether with the amended UK Data Protection Act of 2018, retains the\nGDPR in UK national law. Both regimes have the ability to fine up to the\ngreater of 20\u00a0illion Euros (17 million British Pounds) or 4% of global\nturnover, respectively. The UK framework may in the future start to\ndiverge from the EU framework, and these changes may lead to additional\ncosts and increase our overall risk exposure.\n\nAdditionally, we are subject to laws, rules, and regulations regarding\ncross-border transfers of personal data, including laws relating to\ntransfer of personal data outside the European Economic Area (\"EA\".\nRecent legal developments in Europe have created complexity and\nuncertainty regarding transfers of personal data from the EEA and United\nKingdom to the United States and other jurisdictions. On July\u00a06, 2020,\nthe CJEU invalidated the EU-US Privacy Shield Framework (\"rivacy Shield\"\nunder which person"}, {"title": "airbnb.txt", "text": "al data could be transferred from the EEA to US\nentities that had self-certified under the Privacy Shield scheme. While\nthe CJEU upheld the adequacy of the standard contractual clauses (a\nstandard form of contract approved by the European Commission as an\nadequate personal data transfer mechanism, and potential alternative to\nthe Privacy Shield), it noted that reliance on them alone may not\nnecessarily be sufficient in all circumstances; this has created\nuncertainty and increased the risk around our international operations.\nFollowing the CJEU' ruling, there has been increased regulatory action\nin this area and several decisions by EU Data Protection Authorities\nthat transfer to the United States, including transfer to well-known\nU.S. service providers, are unlawful. As the enforcement landscape\nfurther develops, and supervisory authorities issue further decisions\nand guidance on personal data export mechanisms, including circumstances\nwhere the standard contractual clauses cannot be used or if our use of\ncertain products and vendors is the subject of investigation, we could\nsuffer additional costs, complaints, or fines, have to stop using\ncertain tools and vendors and make other operational changes, and/or if\nwe are otherwise unable to transfer personal data between and among\ncountries and regions in which we operate, it could affect the manner in\nwhich we provide our services, the geographical location or segregation\nof our relevant systems and operations, and could materially adversely\naffect our business, results of operations and financial condition.\n\nIn addition to other mechanisms (particularly standard contractual\nclauses), we previously relied on our own Privacy Shield certification\nand, in limited instances, the Privacy Shield certifications of third\nparties (for example, vendors and partners) for the purposes of\ntransferring personal data from the EEA and United Kingdom to the United\nStates. We continue to rely on the standard contractual clauses to\ntransfer personal data outside the EEA and United Kingdom, including to\nthe United States. Additionally, in certain circumstances, we rely on\nderogations provided for by law. These recent developments may require\nus to review and amend the legal mechanisms by which we make and/ or\nreceive personal data transfers to the United States and other\njurisdictions. As our lead supervisory authority, the Europe"}, {"title": "airbnb.txt", "text": "an Data\nProtection Board, and other data protection regulators issue further\nguidance on personal data export mechanisms, including\n\n24\n\ncircumstances where the standard contractual clauses cannot be used,\nand/or take further or start taking enforcement action, we could suffer\nadditional costs, have to stop using certain tools and vendors and make\noperational changes, suffer complaints and/or regulatory investigations\nor fines, and/or if we are otherwise unable to transfer personal data\nbetween and among countries and regions in which we operate, it could\naffect the manner in which we provide our services and our ability to\nprovide our services, the geographical location or segregation of our\nrelevant systems and operations, and could materially adversely affect\nour business, results of operations, and financial condition.\n\nIn the United States, there are numerous federal and state data privacy\nand security laws, rules, and regulations governing the collection, use,\nstorage, sharing, transmission, and other processing of personal\ninformation, including federal and state data privacy laws, data breach\nnotification laws, and consumer protection laws. One such federal law is\nthe Gramm-Leach-Bliley Act of 1999 (\"LBA\" and its implementing\nregulations, which restricts certain collection, processing, storage,\nuse, and disclosure of personal information, requires notice to\nindividuals of privacy practices, and provides individuals with certain\nrights to prevent the use and disclosure of certain nonpublic or\notherwise legally protected information. These rules also impose\nrequirements for the safeguarding and proper destruction of personal\ninformation through the issuance of data security standards or\nguidelines. The U.S. government, including Congress, the Federal Trade\nCommission and the Department of Commerce, has announced that it is\nreviewing the need for greater regulation for the collection of\ninformation concerning consumer behavior on the Internet, including\nregulation aimed at restricting certain targeted advertising practices.\nIn addition, numerous states have enacted or are in the process of\nenacting state level data privacy laws and regulations governing the\ncollection, use, and processing of state residents'personal data. For\nexample, the CCPA took effect on January\u00a0, 2020. The CCPA established a\nnew privacy framework for covered businesses such as ours"}, {"title": "airbnb.txt", "text": ", and may\ncontinue to require us to modify our data processing practices and\npolicies and incur compliance related costs and expenses. The CCPA\nprovides new and enhanced data privacy rights to California residents,\nsuch as affording consumers the right to access and delete their\ninformation and to opt out of certain sharing and sales of personal\ninformation. The CCPA also prohibits covered businesses from\ndiscriminating against consumers (for example, charging more for\nservices) for exercising any of their CCPA rights. The CCPA imposes\nsevere statutory damages as well as a private right of action for\ncertain data breaches of specific categories of personal information.\nThis private right of action has increased the risks associated with\ndata breach litigation. In November 2020, California voters passed the\nCalifornia Privacy Rights and Enforcement Act of 2020 (\"PRA\". The CPRA\nwent into effect on January 1, 2023. The CPRA modifies and expands the\nCCPA with additional data privacy compliance requirements that may\nimpact our business, and establishes a regulatory agency dedicated to\nenforcing those requirements. In addition, Virginia, Colorado, Utah, and\nConnecticut recently passed comprehensive privacy laws that take effect\nin 2023 and will impose obligations similar to or more stringent than\nthose we may face under other data privacy and security laws. Together,\nthese laws will add additional complexity, variation in requirements,\nrestrictions and potential legal risk, require additional investment in\nresources to compliance programs, could impact strategies and\navailability of previously useful data, and could result in increased\ncompliance costs and/or changes in business practices and policies.\n\nVarious other governments and consumer agencies around the world have\nalso called for new regulation and changes in industry practices and\nmany have enacted different and often contradictory requirements for\nprotecting personal information collected and maintained electronically.\nCompliance with numerous and contradictory requirements of different\njurisdictions is particularly difficult and costly for an online\nbusiness such as ours, which collects personal information from Hosts,\nguests, and other individuals in multiple jurisdictions. If any\njurisdiction in which we operate adopts news laws or changes its\ninterpretation of its laws, rules, or regulations relating"}, {"title": "airbnb.txt", "text": "to data\nresidency or localization such that we are unable to comply in a timely\nmanner or at all, we could risk losing our rights to operate in such\njurisdictions. While we have invested and continue to invest significant\nresources to comply with privacy regulations around the world, many of\nthese regulations expose us to the possibility of material penalties,\nsignificant legal liability, changes in how we operate or offer our\nproducts, and interruptions or cessation of our ability to operate in\nkey geographies, any of which could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\nFurthermore, to improve the trust and safety on our platform, we conduct\ncertain verification procedures aimed at our Hosts, guests, and listings\nin certain jurisdictions. Such verification procedures may include\nutilizing public information on the Internet, accessing public databases\nsuch as court records, utilizing third-party vendors to analyze Host or\nguest data, or physical inspection. These types of activities may expose\nus to the risk of regulatory enforcement from privacy regulators,\nconsumer protection agencies, consumer credit reporting agencies, and\ncivil litigation.\n\nWhen we are required to disclose personal data pursuant to demands from,\nor give data access to, government agencies, including tax authorities,\nstate and city regulators, law enforcement agencies, and intelligence\nagencies, our Hosts, guests, and data privacy and security regulators\ncould perceive such disclosure as a failure by us to comply with data\nprivacy and data security policies, notices, and laws, which could\nresult in proceedings or actions against us in the same or other\njurisdictions. Conversely, if we do not provide the requested\ninformation to government agencies due to a disagreement, such as on the\ninterpretation of the law, we are likely to face enforcement action from\nsuch government, engage in litigation, face increased regulatory\nscrutiny, and experience an adverse impact on our relationship with\ngovernments or our ability to offer our services within certain\njurisdictions. Any of the foregoing could materially adversely affect\nour brand, reputation, business, results of operations, and financial\ncondition.\n\nOur business also increasingly relies on machine learning, artificial\nintelligence, and automated decision making to improve our services and"}, {"title": "airbnb.txt", "text": "tailor our interactions with our customers. However, in recent years use\nof these methods has come under increased regulatory scrutiny. New laws,\nguidance, and/or decisions in this area may limit our ability to use our\nmachine learning and artificial intelligence, or require us to make\nchanges to our platform or operations that may decrease our operational\nefficiency, result in an increase to operating costs and/or hinder our\nability to improve our services. For example, there are specific rules\non the use of automated decision making under global privacy laws that\nrequire the existence of automated decision making to be disclosed to\nthe data subject with a meaningful explanation of the logic used in such\ndecision making in certain circumstances, and safeguards must be\nimplemented to safeguard individual rights, including the right to\nobtain human intervention and to contest any decision. Further,\nCalifornia recently introduced a law requiring disclosure of chatbot\nfunctionality and more US states are contemplating similar laws.\n\nAny failure or perceived failure by us to comply with consumer\nprotection, data privacy or data security laws, rules, and regulations;\npolicies; or enforcement notices and/or assessment notices (for a\ncompulsory audit) could result in proceedings or actions against us by\nindividuals,\n\n25\n\nconsumer rights groups, government agencies, or others. We may also face\ncivil claims including representative actions and other class action\ntype litigation (where individuals have suffered harm), potentially\namounting to significant compensation or damages liabilities, as well as\nassociated costs, and diversion of internal resources. We could incur\nsignificant costs in investigating and defending such claims and, if\nfound liable, pay significant damages or fines or be required to make\nchanges to our business. Further, these proceedings and any subsequent\nadverse outcomes may subject us to significant negative publicity, and\nan erosion of trust. If any of these events were to occur, our business,\nresults of operations, and financial condition could be materially\nadversely affected.\n\n*If we fail to prevent data security breaches, there may be damage to\nour brand and reputation, material financial penalties, and legal\nliability, along with a decline in use of our platform, which would\nmaterially adversely affect our business, results of operations,"}, {"title": "airbnb.txt", "text": "and\nfinancial condition.*\n\nThere are risks of security breaches both on and off our systems as we\nincrease the types of technology we use to operate our platform,\nincluding mobile apps and third-party payment processing providers, and\nas we collaborate with third parties that may need to process our Host\nor guest data or have access to our infrastructure. The evolution of\ntechnology systems introduces ever more complex security risks that are\ndifficult to predict and defend against. Further, there has been a surge\nin widespread cyber-attacks during the COVID-19 pandemic. The increase\nin the frequency and scope of cyber-attacks during the COVID-19 pandemic\nhas exacerbated data security risks. An increasing number of companies,\nincluding those with significant online operations, have recently\ndisclosed breaches of their security, some of which involved\nsophisticated tactics and techniques allegedly attributable to organized\ncriminal enterprises or nation-state actors. While we take measures to\nguard against the type of activity that can lead to data breaches, the\ntechniques used by bad actors to obtain unauthorized access, disable or\ndegrade service, or sabotage systems change frequently and often are\nunknown until launched against a target. As such, we may be unable to\nanticipate these tactics and techniques or to implement adequate\npreventative measures.\n\nFurther, with a large geographically disparate employee base, we are not\nimmune from the possibility of a malicious insider compromising our\ninformation systems and infrastructure. This risk has grown in light of\nthe greater adoption of remote work. We also have a distributed\ncommunity support organization including third-party providers that have\naccess to personal information and systems. We and other companies in\nour industry have dealt with incidents involving such insiders\nexfiltrating the personal data of customers, stealing corporate trade\nsecrets and key financial metrics, and illegally diverting funds. No\nseries of measures can fully safeguard against a sufficiently determined\nand skilled insider threat.\n\nIn addition, bad actors have targeted and will continue to target our\nHosts and guests directly with attempts to breach the security of their\naccounts or management systems, such as through phishing attacks where a\nthird party attempts to infiltrate our systems or acquire information by\nposing as"}, {"title": "airbnb.txt", "text": "a legitimate inquiry or electronic communication, which are\nfraudulent identity theft schemes designed to appear as legitimate\ncommunications from us or from our Hosts or guests, partners, or\nvendors. We have seen many instances of our Hosts and guests falling\nprey to such schemes, which result in their accounts being taken over by\nfraudsters intent on perpetrating fraud against them, other users, and\nour platform. Bad actors may also employ other schemes aimed at\ndefrauding our Hosts or guests in ways that we may not anticipate or be\nable to adequately guard against. Even if phishing and spamming attacks\nand other fraud schemes are not carried out through our systems, victims\nmay nevertheless seek recovery from us. Because of our prominence, we\nbelieve that we are a particularly attractive target for such attacks.\nThough it is difficult to determine what, if any, harm may directly\nresult from any specific scheme or attack, any failure to maintain\nperformance, reliability, security, and availability of our offerings,\nservices, and technical infrastructure to the satisfaction of our Hosts\nand guests may harm our reputation and our ability to retain existing\nHosts and guests and attract new Hosts and guests. The ability of\nfraudsters to directly target our Hosts and guests with fraudulent\ncommunications, or cause an account takeover, exposes us to significant\nfinancial fraud risk, including costly litigation, which is difficult to\nfully mitigate.\n\nGenerally, our practice is to encrypt certain sensitive data when it is\nin transit and at rest. However, advances in computer capabilities,\nincreasingly sophisticated tools and methods used by hackers and cyber\nterrorists, new discoveries in the field of cryptography, or other\ndevelopments may result in our failure or inability to adequately\nprotect sensitive data.\n\nOur information technology infrastructure may be vulnerable to computer\nviruses or physical or electronic intrusions that our security measures\nmay not detect. We have experienced security incidents in the past, and\nwe may face additional attempted security intrusions in the future. Any\ncircumvention of our security measures could result in the\nmisappropriation of confidential or proprietary information, interrupt\nour operations, result in financial loss, damage our computers or those\nof our Hosts and guests, or otherwise cause damage to our reputation a"}, {"title": "airbnb.txt", "text": "nd\nbusiness. Further, the ability to bypass our information security\ncontrols could degrade our trust and safety programs, which could expose\nindividuals to a risk of physical harm or violence.\n\nIf there is a breach of our computer systems and we know or suspect that\ncertain personal data has been exfiltrated, accessed, or used\ninappropriately, we may need to inform privacy regulators across the\nworld, as well as the Hosts or guests whose data was stolen, accessed,\nor misused. This may subject us to significant regulatory fines and\npenalties. Further, under certain regulatory schemes, such as the CCPA,\nwe may be liable for statutory damages on a per breached record basis,\nirrespective of any actual damages or harm to the individual. This means\nthat in the event of a breach we could face government scrutiny or\nconsumer class actions alleging statutory damages amounting to hundreds\nof millions, and possibly billions of dollars.\n\nWe rely on third-party service providers, including financial\ninstitutions, to process some of our data and that of our Hosts and\nguests, including payment information, and any failure by such third\nparties to prevent or mitigate security breaches or improperaccess to,\nor disclosure of, such information could have adverse consequences for\nus similar to an incident directly on our systems. We have acquired and\nwill continue to acquire companies that are vulnerable to security\nbreaches, and we may be responsible for any security breaches of these\nnewly acquired companies. While we conduct due diligence of these\ncompanies, we do not have access to the full operating history of the\ncompanies and cannot be certain there have not been security breaches\nprior to our acquisition.\n\nWe expend, and expect to continue to expend, significant resources to\nprotect against security related incidents and address problems caused\nby such incidents. Even if we were to expend more resources, regulators\nand complainants may not deem our efforts sufficient, and\n\n26\n\nregardless of the expenditure, the risk of security related incidents\ncannot be fully mitigated. We have a heightened risk of security\nbreaches due to some of our operations being located in certain\ninternational jurisdictions. Any actual or alleged security breaches or\nalleged violations of federal, state, or foreign laws or regulations\nrelating to data privacy and data security could result in"}, {"title": "airbnb.txt", "text": "mandated user\nnotifications, litigation, government investigations, significant fines,\nand expenditures; divert management' attention from operations; deter\npeople from using our platform; damage our brand and reputation; force\nus to cease operations for some length of time; and materially adversely\naffect our business, results of operations, and financial condition.\nDefending against claims or litigation based on any security breach or\nincident, regardless of their merit, will be costly and may cause\nreputation harm. The successful assertion of one or more large claims\nagainst us that exceed available insurance coverage, denial of coverage\nas to any specific claim, or any change or cessation in our insurance\npolicies and coverages, including premium increases or the imposition of\nlarge deductible requirements, could have a material adverse effect on\nour business, results of operations, and financial condition.\n\n*Our platform is highly complex, and any undetected errors could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.*\n\nOur platform is a complex system composed of many interoperating\ncomponents and software, including algorithms thatincorporate machine\nlearning and exhibit characteristics of artificial intelligence. Our\nbusiness is dependent upon our ability to prevent system interruption on\nour platform, to effectively implement updates to our systems and to\nappropriately monitor and maintain our systems. Our software, including\nopen source software that is incorporated into our code, may now or in\nthe future contain undetected errors, bugs, vulnerabilities, or\nbackdoors. Some errors, bugs, vulnerabilities, or backdoors in our\nsoftware code have not been and may not be discovered until after the\ncode has been released. We have, from time to time, found defects or\nerrors in our system and software limitations that have resulted in, and\nmay discover additional issues in the future that could result in,\nplatform unavailability or system disruption, or the inability of our\nsystems to implement timely updates that are required for regulatory\ncompliance. For example, defects or errors have resulted in and could\nresult in the delay in making payments to Hosts or overpaying or\nunderpaying Hosts, which would impact our cash position and may cause\nHosts to lose trust in our payment operations. Any errors, bugs,\nvulnera"}, {"title": "airbnb.txt", "text": "bilities, or backdoors discovered in our code or systems released\nto production or found in third-party software, including open source\nsoftware, that is incorporated into our code, any misconfigurations of\nour systems, or any unintended interactions between systems could result\nin poor system performance, an interruption in the availability of our\nplatform, incorrect payments, incorrect calculations, search ranking\nproblems, Host account takeovers, fraudulent listings, issues with\nchatbot behavior, inadvertent failure to effectively comply with legal,\ntax, or regulatory requirements, negative publicity, damage to our\nreputation, loss of existing and potential Hosts and guests, loss of\nrevenue, liability for damages, a failure to comply with certain legal\nor tax reporting obligations, and regulatory inquiries or other\nproceedings, any of which could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\n*System capacity constraints, system or operational failures, or\ndenial-of-service or other attacks could materially adversely affect our\nbusiness, results of operations, and financial condition.*\n\nSince our founding, we have experienced rapid growth in consumer traffic\nto our platform. If our systems and network infrastructure cannot be\nexpanded or are not scaled to cope with increased demand or fail to\nperform, we could experience unanticipated disruptions in service,\nslower response times, decreased customer satisfaction, and delays in\nthe introduction of new offerings and tiers.\n\nOur systems and operations, including those provided by third-party\nservice providers, are vulnerable to damage or interruption from human\nerror, computer viruses, earthquakes, floods, fires, power loss, and\nsimilar events. For example, we have significant operations in San\nFrancisco, which is built on a high-risk liquefaction zone and is near\nmajor earthquake fault lines. In addition, Northern California has\nrecently experienced, and may continue to experience power outages\nduring the fire season and our headquarters does not have power\ngenerator backup to maintain full business continuity. A catastrophic\nevent that results in the destruction or disruption of our headquarters,\nany third-party cloud hosting facilities, or our critical business or\ninformation technology systems could severely affect our ability to\nconduct normal business operati"}, {"title": "airbnb.txt", "text": "ons and result in lengthy interruptions\nor delays of our platform and services.\n\nOur systems and operations are also subject to break-ins, sabotage,\nintentional acts of vandalism, terrorism, and similar misconduct from\nexternal sources and malicious insiders. Our existing security measures\nmay not be successful in preventing attacks on our systems, and any such\nattack could cause significant interruptions in our operations. For\ninstance, from time to time, we have experienced distributed\ndenial-of-service type attacks on our systems that have made portions of\nour platform slow or unavailable for periods of time. There are numerous\nother potential forms of attack, such as phishing, account takeovers,\nmalicious code injections, ransomware or other extortion-based attempts,\nand the attempted use of our platform to launch a denial-of-service\nattack against another party, each of which could cause significant\ninterruptions in our operations or involve us in legal or regulatory\nproceedings. Reductions in the availability and response time of our\nonline platform could cause loss of substantial business volumes during\nthe occurrence of any such attack on our systems and measures we may\ntake to divert suspect traffic in the event of such an attack could\nresult in the diversion of bona fide customers. These issues are likely\nto become more difficult to manage as we expand the number of places\nwhere we operate and the variety of services we offer, and as the tools\nand techniques used in such attacks become more advanced and available.\nSuccessful attacks could result in negative publicity and damage to our\nreputation, and could prevent consumers from booking or visiting our\nplatform during the attack, any of which could materially adversely\naffect our business, results of operations, and financial condition.\n\nIn the event of certain system failures, we may not be able to switch to\nback-up systems immediately and the time to full recovery could be\nprolonged. We have experienced system failures from time to time. In\naddition to placing increased burdens on our engineering staff, these\noutages create a significant amount of consumer questions and complaints\nthat need to be addressed by our community support team. Any unscheduled\ninterruption in our service could result in an immediate and significant\nloss of revenue, an increase in community support costs, harm to our\nrepu"}, {"title": "airbnb.txt", "text": "tation, and could result in some consumers switching to our\ncompetitors. If we experience frequent or persistent system failures,\nour brand and reputation could be permanently and significantly harmed,\nand our business, results of operations, and financial condition could\nbe materially adversely affected. While we have taken and continue to\ntake steps to increase the reliability and redundancy of our systems,\nthese steps are expensive and may not be completely effective in\nreducing the frequency or duration of unscheduled downtime. We do not\ncarry business interruption insurance sufficient to compensate us for\nall losses that may occur.\n\n27\n\nWe use both internally developed systems and third-party systems to\noperate our platform, including transaction and payment processing, and\nfinancial and accounting systems. If the number of consumers using our\nplatform increases substantially, or if critical third-party systems\nstop operating as designed, we may need to significantly upgrade,\nexpand, or repair our transaction and payment processing systems,\nfinancial and accounting systems, and other infrastructure. We may not\nbe able to upgrade our systems and infrastructure to accommodate such\nconditions in a timely manner, and depending on the systems affected,\nour transaction and payment processing, and financial and accounting\nsystems could be impacted for a meaningful amount of time, which could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\nOur business depends on the performance and reliability of the Internet,\nmobile, telecommunications network operators, and other infrastructures\nthat are not under our control. As consumers increasingly turn to mobile\ndevices, we also become dependent on consumers'access to the Internet\nthrough mobile carriers and their systems. Disruptions in Internet\naccess, whether generally, in a specific region or otherwise, could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\n*Uncertainty in the application of taxes to our Hosts, guests, or\nplatform could increase our tax liabilities and may discourage Hosts and\nguests from conducting business on our platform.*\n\nWe are subject to a variety of taxes and tax collection obligations in\nthe United States (federal, state, and local) and numerous foreign\njurisdictions. We have received communications from nu"}, {"title": "airbnb.txt", "text": "merous foreign,\nfederal, state, and local governments regarding the application of tax\nlaws or regulations to our business or demanding data about our Hosts\nand guests to aid in threatened or actual enforcement actions against\nour Hosts and guests. In many jurisdictions where applicable, we have\nagreed to collect and remit taxes on behalf of our Hosts. We have been\nsubject to complaints by, and are involved in a number of lawsuits\nbrought by, certain government entities for alleged responsibility for\ndirect and indirect taxes. In some jurisdictions we are in dispute with\nrespect to past and future taxes. A number of jurisdictions have\nproposed or implemented new tax laws or interpreted existing laws to\nexplicitly apply various taxes to businesses like ours. Laws and\nregulations relating to taxes as applied to our platform, and to our\nHosts and guests, vary greatly among jurisdictions, and it is difficult\nor impossible to predict how such laws and regulations will be applied.\n\nThe application of indirect taxes, such as lodging taxes, hotel, sales\nand use tax, privilege taxes, excise taxes, VAT, goods and services tax,\ndigital services taxes, harmonized sales taxes, business tax, andgross\nreceipt taxes (together, \"ndirect taxes\" to e-commerce activities such\nas ours and to our Hosts or guests is a complex and evolving issue. Some\nof such tax laws or regulations hold us responsible for the reporting,\ncollection, and payment of such taxes, and such laws could be applied to\nus for transactions conducted in the past as well as transactions in the\nfuture. Many of the statutes and regulations that impose these taxes\nwere established before the adoption and growth of the Internet and\ne-commerce. New or revised foreign, federal, state, or local tax\nregulations may subject us or our Hosts and guests to additional\nindirect, income, and other taxes, and depending upon the jurisdiction\ncould subject us or our Hosts and guests to significant monetary\npenalties and fines for non-payment of taxes. An increasing number of\njurisdictions are considering adopting or have adopted laws or\nadministrative practices that impose new tax measures, including digital\nplatform revenue-based taxes, targeting online sharing platforms and\nonline marketplaces, and new obligations to collect Host income taxes,\nsales, consumption, value added, or other taxes on digital platforms. We\nmay recogn"}, {"title": "airbnb.txt", "text": "ize additional tax expenses and be subject to additional tax\nliabilities, and our business, results of operations, and financial\ncondition could be materially adversely affected by additional taxes of\nthis nature or additional taxes or penalties resulting from our failure\nto comply with any reporting, collection, and payment obligations. We\naccrue a reserve for such taxes when the likelihood is probable that\nsuch taxes apply to us, and upon examination or audit, such reserves may\nbe insufficient.\n\nNew or revised taxes and, in particular, the taxes described above and\nsimilar taxes would likely increase the price paid by guests, the cost\nof doing business for our Hosts, discourage Hosts and guests from using\nour platform, and lead to a decline in revenue, and materially adversely\naffect our business, results of operations, and financial condition. If\nwe are required to disclose personal data pursuant to demands from\ngovernment agencies for tax reporting purposes, our Hosts, guests, and\nregulators could perceive such disclosure as a failure by us to comply\nwith data privacy and data security policies, notices, and laws and\ncommence proceedings or actions against us. If we do not provide the\nrequested information to government agencies due to a disagreement on\nthe interpretation of the law, we are likely to face enforcement action,\nengage in litigation, face increased regulatory scrutiny, and experience\nan adverse impact in our relationships with governments. Our competitors\nmay arrive at different or novel solutions to the application of taxes\nto analogous businesses that could cause our Hosts and guests to leave\nour platform in favor of conducting business on the platforms of our\ncompetitors. This uncertainty around the application of taxes and the\nimpact of those taxes on the actual or perceived value of our platform\nmay also cause guests to use OTAs, hotels, or other traditional travel\nservices. Any of these events could materially adversely affect our\nbrand, reputation, business, results of operations, and financial\ncondition.\n\nWe devote significant resources, including management time, to the\napplication and interpretation of laws and working with various\njurisdictions to clarify whether taxes are applicable and the amount of\ntaxes that apply. The application of indirect taxes to our Hosts,\nguests, and our platform significantly increases our operational"}, {"title": "airbnb.txt", "text": "expenses as we build the infrastructure and tools to capture data and to\nreport, collect, and remit taxes. Even if we are able to build the\nrequired infrastructure and tools, we may not be able to complete them\nin a timely fashion, in particular given the speed at which regulations\nand their interpretations can change, which could harm our relationship\nwith governments and our reputation, and result in enforcement actions\nand litigation. The lack of uniformity in the laws and regulations\nrelating to indirect taxes as applied to our platform and to our Hosts\nand guests further increases the operational and financial complexity of\nour systems and processes, and introduces potential for errors or\nincorrect tax calculations, all of which are costly to our business and\nresults of operations. Certain regulations may be so complex as to make\nit infeasible for us to be fully compliant. As our business operations\nexpand or change, including as a result of introducing new or enhanced\nofferings, tiers or features, or due to acquisitions, the application of\nindirect taxes to our business and to our Hosts and guests will further\nchange and evolve, and could further increase our liability for taxes,\ndiscourage Hosts and guests from using our platform, and materially\nadversely affect our business, results of operations, and financial\ncondition.\n\n28\n\n*We face possible risks associated with natural disasters and extreme\nweather events (the frequency and severity of which may be impacted by\nclimate change), which may include more frequent or severe storms,\nextreme temperatures and ambient temperature increases, hurricanes,\nflooding, rising sea levels, shortages of water, droughts, and\nwildfires, any of which could have a material adverse effect on our\nbusiness, results of operations, and financial condition.*\n\nWe are subject to the risks associated with natural disasters and the\nphysical effects of climate change, which may include more frequent or\nsevere storms, extreme temperatures and ambient temperature increases,\nhurricanes, flooding, rising sea levels, shortages of water, droughts,\nand wildfires (although it is currently impossible to accurately predict\nthe impact of climate change on the frequency or severity of these\nevents), any of which could have a material adverse effect on our\nbusiness, results of operations, and financial condition. We, including\nthrough our Hos"}, {"title": "airbnb.txt", "text": "ts, operate in certain areas where the risk of natural or\nclimate-related disaster or other catastrophic losses exists, and the\noccasional incidence of such an event could cause substantial damage to\nus, our Hosts'property or the surrounding area. For example, to the\nextent climate change causes changes in weather patterns or an increase\nin extreme weather events, our coastal destinations could experience\nincreases in storm intensity and rising sea-levels causing damage to our\nHosts'properties and result in a reduced number of listings in these\nareas. Other destinations could experience extreme temperatures and\nambient temperature increases, shortages of water, droughts, wildfires,\nand other extreme weather events that make those destinations less\ndesirable. Climate change may also affect our business by increasing the\ncost of, or making unavailable, property insurance on terms our Hosts\nfind acceptable in areas most vulnerable to such events, increasing\noperating costs for our Hosts, including the availability and cost of\nwater or energy, and requiring our Hosts to expend funds as they seek to\nrepair and protect their properties in connection with such events. As a\nresult of the foregoing and other climate-related issues, our Hosts may\ndecide to remove their listings from our platform. If we are unable to\nprovide listings in certain areas due to climate change, we may lose\nboth Hosts and guests, which could have a material adverse effect on our\nbusiness, results of operations, and financial condition.\n\n*We may experience significant fluctuations in our results of\noperations, which make it difficult to forecast our future results.*\n\nOur results of operations may vary significantly and are not necessarily\nan indication of future performance. We experience seasonal fluctuations\nin our financial results. We experience seasonality in our Nights and\nExperiences Booked and GBV, and seasonality in Adjusted EBITDA that is\nconsistent with seasonality of our revenue, which has historically been,\nand is expected to continue to be, highest in the third quarter when we\nhave the most check-ins as it is the peak travel season for North\nAmerica and EMEA. We recognize revenue upon the completion of a\ncheck-in. As our business matures, other seasonal trends may develop, or\nthese existing seasonal trends may become more extreme. Since the\nbeginning of the pandemic, we saw a si"}, {"title": "airbnb.txt", "text": "gnificant geographic mix shift\ntowards bookings in North America, entire homes, and non-urban\ndestinations, all of which tend to have higher average daily rates.\nThese trends and their impact on our average daily rate may change as\nthe pandemic eases and cross-border travel and urban destinations\nrecover.\n\nIn addition, our results of operations may fluctuate as a result of a\nvariety of other factors, some of which are beyond our control,\nincluding:\n\n\u2022reduced travel and cancellations due to other events beyond our control\nsuch as health concerns, including the COVID-19 pandemic, other\nepidemics and pandemics, natural disasters, wars, regional hostilities\nor law enforcement demands, and other regulatory actions;\n\n\u2022global macroeconomic conditions;\n\n\u2022periods with increased investments in our platform for existing\nofferings, new offerings and initiatives, marketing, and the\naccompanying growth in headcount;\n\n\u2022our ability to maintain growth and effectively manage that growth;\n\n\u2022increased competition;\n\n\u2022our ability to expand our operations in new and existing regions;\n\n\u2022changes in governmental or other regulations affecting our business;\n\n\u2022changes to our internal policies or strategies;\u2022harm to our brand or reputation; and\n\n\u2022other risks described elsewhere in this Annual Report on Form 10-K.\n\nAs a result, we may not accurately forecast our results of operations.\nIn addition, we experience a difference in timing between when a booking\nis made and when we recognize revenue, which ordinarily occurs upon\ncheck-in. The effect of significant downturns in bookings in a\nparticular quarter may not be fully reflected in our results of\noperations until future periods because of this timing in revenue\nrecognition. Moreover, we base our expense levels and investment plans\non estimates for revenue that may turn out to be inaccurate. A\nsignificant portion of our expenses and investments are fixed, and we\nmay not be able to adjust our spending quickly enough if our revenue is\nless than expected, resulting in losses that exceed our expectations. If\nour assumptions regarding the risks and uncertainties that we use to\nplan our business are incorrect or change, or if we do not address these\nrisks successfully, our results of operations could differ materially\nfrom our expectations and our business, results of operations, and\nfinancial condition could be materially adversely affected"}, {"title": "airbnb.txt", "text": ".\n\n*We currently rely on a number of third-party service providers to host\nand deliver a significant portion of our platform and services, and any\ninterruptions or delays in services from these third parties, such as\nthose resulting from cybersecurity incidents, could impair the delivery\nof our platform and services, and our business, results of operations,\nand financial condition could be materially adversely affected.*\n\nWe rely primarily on Amazon Web Services in the United States and abroad\nto host and deliver our platform. Third parties also provide services to\nkey aspects of our operations, including Internet connections and\nnetworking, data storage and processing, trust and safety, security\ninfrastructure, source code management, and testing and deployment. In\naddition, we rely on third parties for many aspects of our payments\nplatform, and a significant portion of our community support operations\nare conducted by third parties at their facilities. We also rely on\nGoogle Maps and other third-party services for maps and location data\nthat are core to the functionality of our platform, and we integrate\napplications, content, and data from third parties to deliver our\nplatform and services.\n\n29\n\nWe do not control the operation, physical security, or data security of\nany of these third-party providers. Despite our efforts to use\ncommercially reasonable diligence in the selection and retention of such\nthird-party providers, such efforts may be insufficient or inadequate to\nprevent or remediate such risks. Some of our third-party providers,\nincluding our cloud computing providers and our payment processing\npartners have been and may be subject to further intrusions, computer\nviruses, malicious software (such as ransomware), denial-of-service\nattacks, phishing attacks, sabotage, acts of vandalism, terrorism, or\nother misconduct, and incidents due to inadvertent error or malfeasance\nby employees, contractors or other parties. There can be no assurance\nthat our service providers will anticipate or prevent all types of\nattacks or that any security measures will be effective against all\ntypes of cybersecurity threats and risks. Cyberattacks are expected to\naccelerate on a global basis in both frequency and magnitude as threat\nactors are becoming increasingly sophisticated in using techniques that\ncircumvent controls, evade detection, and remove forensic evidence,"}, {"title": "airbnb.txt", "text": "which means that our third-party providers may be unable to detect,\ninvestigate, contain or recover from future attacks or incidents in a\ntimely or effective manner. In addition, the COVID-19 pandemic has\nincreased cybersecurity risk as a result of global remote working\ndynamics that present additional opportunities for threat actors to\nengage in social engineering (for example, phishing) and to exploit\nvulnerabilities in non-corporate networks. Our service providers are\nvulnerable to damage or interruption from power loss, telecommunications\nfailures, fires, floods, earthquakes, hurricanes, tornadoes, and similar\nevents, and they may be subject to financial, legal, regulatory, and\nlabor issues, each of which may impose additional costs or requirements\non us or prevent these third parties from providing services to us or\nour customers on our behalf. In addition, these third parties may breach\ntheir agreements with us, disagree with our interpretation of contract\nterms or applicable laws and regulations, refuse to continue or renew\nthese agreements on commercially reasonable terms or at all, fail to or\nrefuse to process transactions or provide other services adequately,\ntake actions that degrade the functionality of our platform and\nservices, increase prices, impose additional costs or requirements on us\nor our customers, or give preferential treatment to our competitors. If\nwe are unable to procure alternatives in a timely and efficient manner\nand on acceptable terms, or at all, we may be subject to business\ndisruptions, losses, or costs to remediate any of these deficiencies.\nOur systems currently do not provide complete redundancy of data storage\nor processing or payment processing, and business continuity and\ndisaster recovery plans may not be effective. The occurrence of any of\nthe above events could result in Hosts and guests ceasing to use our\nplatform, reputational damage, legal or regulatory proceedings, or other\nadverse consequences, which could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\n*We may raise additional capital in the future or otherwise issue\nequity, which could have a dilutive effect on existing stockholders and\nadversely affect the market price of our common stock. If we require\nadditional funding to support our business, this additional funding may\nnot be available on reasonable terms, or"}, {"title": "airbnb.txt", "text": "at all.*\n\nWe may from time to time issue additional shares of common stock. As a\nresult, our stockholders may experience immediate dilution. We may\nengage in equity or debt financings to secure additional funds. If we\nraise additional funds through future issuances of equity or convertible\ndebt securities, our existing stockholders could suffer significant\ndilution, and any new equity securities we issue could have rights,\npreferences, and privileges superior to those of holders of our Class\u00a0\ncommon stock. In addition, our stockholders will experience additional\ndilution when option holders exercise their right to purchase common\nstock under our equity incentive plans, when RSUs vest and settle, when\nwe issue equity awards to our employees under our equity incentive\nplans, or when we otherwise issue additional equity. Additionally, the\nterms of future debt agreements could include more restrictive\ncovenants, which could further restrict our business operations.\n\nThere has been increased volatility in the financial and securities\nmarkets, which has generally made access to capital less certain and\nincreased the cost of obtaining new capital. Should we require\nadditional funding, wecannot be sure that additional financing will be\navailable to us on reasonable terms, or at all. If we cannot raise\nadditional funds when we need them, our ability to continue to support\nour business and to respond to business challenges would be\nsignificantly limited, and our business, results of operations, and\nfinancial condition would be materially adversely affected.\n\n*The coverage afforded under our insurance policies may be inadequate\nfor the needs of our business or our third-party insurers may be unable\nor unwilling to meet our coverage requirements, which could materially\nadversely affect our business, results of operations, and financial\ncondition.*\n\nWe use a combination of third-party insurance and self-insurance,\nincluding a wholly-owned captive insurance subsidiary established in\n2019, to manage the exposures related to our business operations. We\nsupport our Host community by maintaining a variety of Host protection\nprograms, such as AirCover for Hosts, which includes our Host Liability\nInsurance, Experiences Liability Insurance, and our Host Damage\nProtection program. Our business, results of operations, and financial\ncondition would be materially adversely affecte"}, {"title": "airbnb.txt", "text": "d if (i)\u00a0ost per claim,\npremiums or the number of claims significantly exceeds our expectations;\n(ii)\u00a0e experience a claim in excess of our coverage limits; (iii)\u00a0ur\ninsurance providers become insolvent or otherwise fail to pay on our\ninsurance claims; (iv)\u00a0e experience a claim for which coverage is denied\nby or disputed by our insurance providers; or (v)\u00a0he number of claims\nunder our deductibles or self-insured retentions differs from historic\naverages. Our spending for insurance has increased as our business has\ngrown and losses from covered claims have increased. Premiums have\nincreased as a result, and we have experienced and expect to continue to\nexperience increased difficulty in obtaining appropriate policy limits\nand levels of coverage at a reasonable cost and with reasonable terms\nand conditions. Our costs for obtaining these policies will continue to\nincrease as our business grows and continues to evolve. Furthermore, as\nour business continues to develop and diversify, we may experience\ndifficulty in obtaining insurance coverage for new and evolving\nofferings, which could require us to incur greater costs and materially\nadversely affect our business, results of operations, and financial\ncondition. Additionally, if we fail to comply with insurance regulatory\nrequirements in the regions where we operate, or other regulations\ngoverning insurance coverage, our brand, reputation, business, results\nof operations, and financial condition could be materially adversely\naffected.\n\n*Host Liability Insurance and Experiences Liability Insurance*\n\nIn order to offset our potential exposure related to stays and\nexperiences and to comply with certain short-term and long-term rental\nregulatory requirements, we have procured Host Liability and Experiences\nLiability general liability insurance from third parties, which are\nsubject to certain terms, conditions, and exclusions, for claims from\nguests and third parties for bodily injury or property damage arising\nfrom bookings of stays and experiences through our platform. We and our\nHosts are insured parties, and landlords, homeowners, or condo-\n\n30\n\nowners associations, and any other similar entities, are additional\ninsured parties. However, these insurance programs may not provide\ncoverage for certain types of claims, including those relating to\ncontagious diseases such as COVID-19, and may be insufficient to fully\nco"}, {"title": "airbnb.txt", "text": "ver costs of investigation, costs of defense, and payments or\njudgments arising from covered claims. In addition, extensive or costly\nclaims could lead to premium increases or difficulty securing coverage,\nwhich may result in increased financial exposure and an inability to\nmeet insurance regulatory requirements.\n\n*Corporate Insurance*\n\nWe procure insurance policies to cover various business and\noperations-related risks that are normal and customary and available in\nthe current insurance market, including general business liability,\nworkers'compensation, cyber liability and data breaches, crime,\ndirectors'and officers'liability, and property insurance. We do not have\nsufficient coverage for certain catastrophic events, including certain\nbusiness interruption losses, such as those resulting from the COVID-19\npandemic or extended disruptions resulting from the failure of our\nthird-party service providers. Additionally, certain policies may not be\navailable to us and the policies we have and obtain in the future may\nnot be sufficient to cover all of our business exposure.\n\n*Captive Insurance Company*\n\nWe have a wholly-owned captive insurance subsidiary to manage the\nfinancial exposurerelated to our Host and Experiences liability\ninsurance programs along with certain corporate insurance programs. Our\ncaptive insurance subsidiary is a party to certain reinsurance and\nindemnification arrangements that transfer a portion of the risk from\nour insurance providers to the captive insurance subsidiary, which could\nrequire us to pay out material amounts that may be in excess of our\ninsurance reserves. As our business continues to develop and diversify,\nwe may choose to or have to transfer more risk to our captive insurance\nsubsidiary as it may become more difficult to obtain insurance with\ncurrent retentions or deductibles and with similar terms to cover our\nexposure. Our insurance reserves reflect the estimated cost for claims\nincurred but not paid and claims that have been incurred but not yet\nreported and other associated expenses, such as defense costs retained\nby us through our captive insurance subsidiary. These amounts are based\non third-party actuarial estimates, historical claim information, and\nindustry data. While these reserves are believed to be adequate, our\nultimate liability could be in excess of our reserves, which could\nmaterially adversely affect our"}, {"title": "airbnb.txt", "text": "results of operations and financial\nposition.\n\n*Host Damage Protection Program*\n\nWe maintain a Host Damage Protection program that provides reimbursement\nof up to \\$3\u00a0illion for loss or damages to a Host property caused by\nguests, subject to terms and conditions. While the Host Damage\nProtection program is a commercial agreement with our Hosts and for\nwhich we are primarily responsible, we maintain a contractual liability\ninsurance policy to provide coverage to us for claims and losses\nincurred by us under the Host Damage Protection program. Increased claim\nfrequency and severity and increased fraudulent claims could result in\ngreater payouts, premium increases, and/or difficulty securing coverage.\nFurther, disputes with Hosts as to whether the Host Damage Protection\nprogram applies to alleged losses or damages and the increased\nsubmission of fraudulent payment requests could require significant time\nand financial resources.\n\n*We offer travel insurance products to guests which subject us and our\nbusiness to extensive laws, regulations and supervision.*\n\nSince June 2022, guests in certain jurisdictions have had the\nopportunity to purchase travel insurance when they make a booking. Over\ntime, we expect to make travel insurance available to guests in\nadditional countries. In the United States, travel insurance products\nare subject to extensive regulation in the states in which we transact\nbusiness by state insurance departments. This regulation is generally\ndesigned to protect the interests of consumers. States have also adopted\nlegislation defining and prohibiting unfair methods of competition and\nunfair or deceptive acts and practices in the business of insurance that\nmay apply to insurance agencies. Noncompliance with any of such state\nstatutes may subject us to regulatory action by the relevant state\ninsurance regulator, and, in certain states, private litigation. In\naddition, we cannot predict the impact that any new laws, rules or\nregulations, or unfavorable changes in or interpretations of existing\nlaws, rules or regulations, may have on our business and financial\nresults. States also regulate various aspects of the contractual\nrelationships between insurers and independent agents. State insurance\nregulators may also conduct periodic examinations, the results of which\ncould give rise to regulatory orders requiring remedial, injunctive, or\nother correctiv"}, {"title": "airbnb.txt", "text": "e action. Similarly, travel insurance products are\nsubject to extensive regulation and supervision by the applicable\nregulators in the United Kingdom and the European Union. The failure to\ncomply with applicable state and foreign laws and regulations could\nresult in fines and/or proceedings against us by governmental agencies\nand/or consumers which, if material, could adversely affect our\nbusiness, financial condition and results of operations.\n\n*Our community support function is critical to the success of our\nplatform, and any failure to provide high-quality service could affect\nour ability to retain our existing Hosts and guests and attract new\nones.*\n\nOur ability to provide high-quality support to our community of Hosts\nand guests is important for the growth of our business and any failure\nto maintain such standards of community support, or any perception that\nwe do not provide high-quality service, could affect our ability to\nretain and attract Hosts and guests. Meeting the community support\nexpectations of our Hosts and guests requires significant time and\nresources from our community support team and significant investment in\nstaffing, technology, including automation and machine learning to\nimprove efficiency, infrastructure, policies, and community support\ntools. The failure to develop the appropriate technology,\ninfrastructure, policies, and community support tools, or to manage or\nproperly train our community support team, could compromise our ability\nto resolve questions and complaints quickly and effectively. The number\nof our Hosts and guests has grown significantly and such growth, as well\nas any future growth, will put additional pressure on our community\nsupport organization and our technology organization. In addition, as we\nservice a global customer base and continue to grow outside of North\nAmerica and Europe, we need to be able to provide effective support that\nmeets our Hosts'and guests'needs and languages globally at scale. Our\nservice is staffed based on complex algorithms that map to our business\nforecasts. Any volatility in those forecasts could lead to staffing gaps\nthat could impact the quality of our service. We have in the past\nexperienced and may in the future experience backlog incidents that lead\nto substantial delays or other issues in responding to requests for\ncustomer support, which may reduce our ability to effectively re"}, {"title": "airbnb.txt", "text": "tain\nHosts and guests.\n\n31\n\nThe vast majority of our community support is performed by a limited\nnumber of third-party service providers. We rely on our internal team\nand these third parties to provide timely and appropriate responses to\nthe inquiries of Hosts and guests that come to us via telephone, email,\nsocial media, and chat. Reliance on these third parties requires that we\nprovide proper guidance and training for their employees, maintain\nproper controls and procedures for interacting with our community, and\nensure acceptable levels of quality and customer satisfaction are\nachieved. If our community support third-party service providers are\nunable to attract, retain and train adequate staffing, there could be an\nadverse impact on the experience of our Hosts and guests, which could\nmaterially adversely affect our brand, business, results of operations,\nand financial condition.\n\nWe provide community support to Hosts and guests and help to mediate\ndisputes between Hosts and guests. We rely on information provided by\nHosts and guests and are at times limited in our ability to provide\nadequate support or help Hosts and guests resolve disputes due to our\nlack of information or control. To the extent that Hosts and guests are\nnot satisfied with the quality or timeliness of our community support or\nthird-party support, we may not be able to retain Hosts or guests, and\nour reputation as well as our business, results of operations, and\nfinancial condition could be materially adversely affected.\n\nWhen a Host or guest has a poor experience on our platform, we may issue\nrefunds or coupons for future stays. These refunds and coupons are\ngenerally treated as a reduction to revenue. We may make payouts for\nproperty damage claims under our Host Damage Protection program, which\nwe account for as consideration paid to a customer and is also generally\ntreated as a reduction in revenue. A robust community support effort is\ncostly, and we expect such cost to continue to rise in the future as we\ngrow our business. We have historically seen a significant number of\ncommunity support inquiries from Hosts and guests. Our efforts to reduce\nthe number of community support requests may not be effective, and we\ncould incur increased costs without corresponding revenue, which would\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\n*A signific"}, {"title": "airbnb.txt", "text": "ant portion of our bookings and revenue are denominated in\nforeign currencies, and our financial results are exposed to changes in\nforeign exchange rates.*\n\nA significant portion of our business is denominated and transacted in\nforeign currencies, which subjects us to foreign exchange risk. We offer\nintegrated payments to our Hosts and guests in over 40 currencies.\nRevenue could be negatively impacted by currency fluctuations. Generally\nspeaking, U.S. dollar strength adversely impacts the translation of the\nportion of our revenue that is generated in foreign currencies into the\nU.S. dollar. For the year ended December\u00a01, 2022, approximately 50% of\nour revenue was denominated in currencies other than U.S. dollars, which\nadversely impacted total revenue by 6%. We also have foreign exchange\nrisk with respect to certain of our assets, principally cash balances\nheld on behalf of Hosts and guests, that are denominated in currencies\nother than the functional currency of our subsidiaries, and our\nfinancial results are affected by the remeasurement and translation of\nthese non-U.S. currencies into U.S. dollars, which is reflected in the\neffect of exchange rate changes on cash, cash equivalents, and\nrestricted cash on the consolidated statements of cash flows.\nFurthermore, our platform generally enables guests to make payments in\nthe currency of their choice to the extent that the currency is\nsupported by Airbnb, which may not match the currency in which the Host\nelects to get paid. In those cases, we bear the currency risk of both\nthe guest payment as well as the Host payment due to timing differences\nin such payments. We may also risk currency rate and logic confusion by\nHosts or guests if they do not understand the currency shown.\n\nIn the first quarter of 2023, we initiated a foreign exchange cash flow\nhedging program to minimize the effects of currency fluctuations on\nrevenue. However, hedging transactions may not successfully mitigate\nlosses caused by currency fluctuations, and our hedging positions may be\npartial or may not exist at all in the future. While we have and may\nchoose to enter into transactions to hedge portions of our revenue and\nbalance sheet exposures in the future, it is impossible to predict or\neliminate the effects of foreign exchange rate exposure.\n\n*We may have exposure to greater than anticipated income tax\nliabilities.*\n\nOur income tax obli"}, {"title": "airbnb.txt", "text": "gations are based in part on our corporate operating\nstructure and intercompany arrangements, including the manner in which\nwe operate our business, develop, value, manage, protect, and use our\nintellectual property, and determine the value of our intercompany\ntransactions. The tax laws applicable to our business, including those\nof the United States and other jurisdictions, are subject to\ninterpretation and certain jurisdictions are aggressively interpreting\ntheir laws in new ways in an effort to raise additional tax revenue from\ncompanies such as Airbnb. The taxing authorities of the jurisdictions in\nwhich we operate may challenge our methodologies for valuing developed\ntechnology or intercompany arrangements, which could increase our\nworldwide effective tax rate and materially adversely affect our results\nof operations and financial condition.\n\nWe are subject to regular review and audit by U.S. federal, state,\nlocal, and foreign tax authorities. For example, our 2008 to 2022 tax\nyears remain subject to examination in the United States and California\ndue to tax attributes and statutes of limitations, and our 2018 to 2022\ntax years remain subject to examination in Ireland. We arecurrently\nunder examination for income taxes by the Internal Revenue Service (\"RS\"\nfor the years 2013, 2016, 2017, and 2018. We are continuing to respond\nto inquiries related to these examinations. In December 2020, we\nreceived a Notice of Proposed Adjustment (\"OPA\" from the IRS for the\n2013 tax year relating to the valuation of our international\nintellectual property which was sold to a subsidiary in 2013. The notice\nproposed an increase to our U.S. taxable income that could result in\nadditional income tax expense and cash tax liability of \\$1.3 billion,\nplus penalties and interest, which exceeds our current reserve recorded\nin our consolidated financial statements by more than \\$1.0 billion. We\ndisagree with the proposed adjustment and intend to vigorously contest\nit. In February 2021, we submitted a protest to the IRS describing our\ndisagreement with the proposed adjustment and requesting the case be\ntransferred to the IRS Independent Office of Appeals (\"RS Appeals\". In\nDecember 2021, we received a rebuttal from the IRS with the same\nproposed adjustments that were in the NOPA. In January 2022, we entered\ninto an administrative dispute process with IRS Appeals. We will\ncontinue t"}, {"title": "airbnb.txt", "text": "o pursue all available remedies to resolve this dispute,\nincluding petitioning the U.S. Tax Court (\"ax Court\" for redetermination\nif an acceptable outcome cannot be reached with IRS Appeals, and if\nnecessary, appealing the Tax Court' decision to the appropriate\nappellate court. If the IRS prevails in the assessment of additional tax\ndue based on its position and such tax and related interest and\npenalties, if any, exceeds our current reserves, such outcome could have\na material adverse impact on our financial position and results\n\n32\n\nof operations, and any assessment of additional tax could require a\nsignificant cash payment and have a material adverse impact on our cash\nflow.\n\nThe determination of our worldwide provision for (benefit from) income\ntaxes and other tax liabilities requires significant judgment by\nmanagement, and there are many transactions where the ultimate tax\ndetermination is uncertain. Our provision for (benefit from) income\ntaxes is also determined by the manner in which we operate our business,\nand any changes to such operations or laws applicable to such operations\nmay affect our effective tax rate. Although we believe that our\nprovision for (benefit from) income taxes is reasonable, the ultimate\ntax outcome may differ from the amounts recorded in our financial\nstatements and could materially affect our financial results in the\nperiod or periods for which such determination is made. In addition, our\nfuture tax expense could be adversely affected by earnings being lower\nthan anticipated in jurisdictions that have lower statutory tax rates\nand higher than anticipated in jurisdictions that have higher statutory\ntax rates, by changes in the valuation of our deferred tax assets and\nliabilities, or by changes in tax laws, regulations, or accounting\nprinciples. For example, we have previously incurred losses in the\nUnited States and certain international subsidiaries that resulted in an\neffective tax rate that is significantly higher than the statutory tax\nrate in the United States and this could continue to happen in the\nfuture. We may also be subject to additional tax liabilities relating to\nindirect or other non-income taxes, as described in our risk factor\ntitled \"---Uncertainty in the application of taxes to our Hosts, guests,\nor platform could increase our tax liabilities and may discourage Hosts\nand guests from conducting business on o"}, {"title": "airbnb.txt", "text": "ur platform.\"Our tax positions\nor tax returns are subject to change, and therefore we cannot accurately\npredict whether we may incur material additional tax liabilities in the\nfuture, which would materially adversely affect our results of\noperations and financial condition.\n\nIn addition, in connection with any planned or future acquisitions, we\nmay acquire businesses that have differing licenses and other\narrangements that may be challenged by tax authorities for not being at\narm'-length or that are potentially less tax efficient than our licenses\nand arrangements. Any subsequent integration or continued operation of\nsuch acquired businesses may result in an increased effective tax rate\nin certain jurisdictions or potential indirect tax costs, which could\nresult in us incurring additional tax liabilities or having to establish\na reserve in our consolidated financial statements, and materially\nadversely affect our results of operations and financial condition.\n\n*Changes in tax laws or tax rulings could materially affect our results\nof operations and financial condition.*\n\nThe tax regimes we are subject to or operate under, including income and\nnon-income (including indirect) taxes,are unsettled and may be subject\nto significant change. Changes in tax laws or tax rulings, or changes in\ninterpretations of existing laws, could materially adversely affect our\nresults of operations and financial condition. On August 16, 2022, the\nInflation Reduction Act (the \"RA\" was signed into law in the United\nStates. Among other changes, the IRA introduced a corporate minimum tax\non certain corporations with average adjusted financial statement income\nover a three-tax year period in excess of \\$1 billion and an excise tax\non certain stock repurchases by certain covered corporations for taxable\nyears beginning after December 31, 2022. The United States government\nmay enact further significant changes to the taxation of business\nentities including, among other changes, an increase in the corporate\nincome tax rate or significant changes to the\n\ntaxation of income derived from international operations. The likelihood\nof these changes being enacted or implemented is unclear. In addition,\nmany countries in Europe, as well as a number of other countries and\nstates, have recently proposed or recommended changes to existing tax\nlaws or have enacted new laws that could significantly in"}, {"title": "airbnb.txt", "text": "crease our tax\nobligations in many countries and states where we do business or require\nus to change the manner in which we operate our business. For example,\nin Italy, a 2017 law requires short-term rental platforms that process\npayments to collect and remit Host income tax and tourist tax, amongst\nother obligations. Airbnb has challenged this law before the Italian\ncourts and the CJEU, but if we are unsuccessful this will lead to\nfurther compliance and potentially significant prior and future tax\nobligations. In December 2022, the CJEU found that European law does not\nprohibit member states from passing legislation requiring short-term\nrental platforms to withhold income taxes from their hosts, however a\nrequirement to appoint tax representative (on which the 2017 law and the\nwithholding obligations are based) is contrary to EU law and the case\nwill now return to the national court. Airbnb' subsidiary in Italy and\nsubsidiary in Ireland are subject to tax audits in Italy, including in\nrelation to permanent establishment, transfer pricing, and withholding\nobligations. Such audits could result in the imposition of potentially\nsignificant prior and future tax obligations.\n\nThe Organization for Economic Cooperation and Development has been\nworking on a Base Erosion and Profit Shifting Project, and issued a\nreport in 2015 and an interim report in 2018 detailing 15 key actions\naimed at ensuring profits are taxed where the economic activities\ngenerating those profits are performed and where value is created. Work\ncontinues to be undertaken by the project with regard to each action,\nand new recommendations are regularly made, including proposed new\nlegislation. Recent examples include the implementation of minimum\nstandards in local legislation to neutralize the effects of hybrid\nmismatches and to appropriately tax controlled foreign companies.\nProposals from the OECD can result in an increased tax burden for us in\njurisdictions that adopt such proposals.\n\nOf particular focus at the moment is what is known as BEPS 2.0 - the aim\nto address the tax challenges arising from the digitalization of the\neconomy, and in 2021, more than 140 countries tentatively signed on to a\nframework that imposes a minimum tax rate of 15%, among other\nprovisions. As this framework is subject to further negotiation and\nimplementation by each member country, the timing and ultimate impact o"}, {"title": "airbnb.txt", "text": "f\nany such changes on our tax obligations are uncertain. Similarly, the\nEuropean Commission and several countries have issued proposals that\nwould change various aspects of the current tax framework under which we\nare taxed. These proposals include changes to the existing framework to\ncalculate income tax, as well as proposals to change or impose new types\nof non-income (including indirect) taxes, including taxes based on a\npercentage of revenue. For example, France, Italy, Spain, and the United\nKingdom, among others, have each proposed or enacted taxes applicable to\ndigital services, which includes business activities on digital\nplatforms and would likely apply to our business. In December 2022, the\nEU unanimously agreed to implement the minimum tax rate legislation by\nDecember 31, 2023 in all Member States, though whether this is\npractically achievable is currently unknown. Several other countries\nincluding Australia, Canada, Colombia, Japan, New Zealand, Norway,\nSingapore, South Korea, and the United Kingdom have also committed to\nimplement similar legislation within the same timeframe.\n\nThe European Commission has conducted investigations in multiple\ncountries focusing on whether local country tax rulings or tax law\nprovide preferential tax treatment that violates EU state aid rules and\nconcluded that certain countries, including Ireland, have provided\nillegal state aid in certain cases. These investigations may result in\nchanges to the tax treatment of our foreign operations. Due to the large\n\n33\n\nand increasing scale of our international business activities, many of\nthese types of changes to the taxation of our activities described above\nand in our risk factor titled \"---Uncertainty in the application of\ntaxes to our Hosts, guests, or platform could increase our tax\nliabilities and may discourage Hosts and guests from conducting business\non our platform\"could increase our worldwide effective tax rate,\nincrease the amount of non-income (including indirect) taxes imposed on\nour business, and materially adversely affect our business, results of\noperations, and financial condition. Such changes may also apply\nretroactively to our historical operations and result in taxes greater\nthan the amounts estimated and recorded in our financial statements.\n\n*Our ability to use our net operating loss carryforwards and certain\nother tax attributes may be limited.*\n\nWh"}, {"title": "airbnb.txt", "text": "ile federal net operating loss carryforwards generated on or after\nJanuary\u00a0, 2018 are not subject to expiration, the deductibility of such\nnet operating loss carryforwards is limited to 80% of our taxable income\nfor taxable years beginning on or after January\u00a0, 2021. Utilization of\nour\u00a0et operating loss carryforwards depends on our future taxable\nincome, and there is a risk that some of our existing net operating loss\ncarryforwards and tax credits could expire unused (to the extent subject\nto expiration) and be unavailable to offset future taxable income, which\ncould materially adversely affect our results of operations and\nfinancial condition. In addition, under Sections 382 and 383 of the\nInternal Revenue Code of 1986, as amended (the \"ode\", if a corporation\nundergoes an \"wnership change,\"generally defined as a greater than 50\npercentage point change (by value) in its equity ownership by\nsignificant stockholders or groups of stockholders over a three-year\nperiod, the corporation' ability to use its pre-change net operating\nloss carryforwards and other pre-change tax attributes, such as research\ntax credits, to offset its post-change taxable income or income tax\nliabilities may belimited. Similar rules may apply under state tax\nlaws. We may have undergone ownership changes in the past, and we may\nexperience ownership changes in the future because of shifts in our\nstock ownership, many of which are outside of our control. As a result,\nour ability to use our net operating loss carryforwards and other tax\nattributes to offset future U.S. federal taxable income or income tax\nliabilities may be, or may become, subject to limitations, which could\nresult in increased future tax liability to us.\n\n*We have adopted a Live and Work Anywhere policy. The increase in remote\nworking could subject us to certain operational challenges and have\nadverse tax implications, which could materially adversely affect our\nbusiness, results of operations, and financial condition.*\n\nAs a result of the COVID-19 pandemic, most of our employees and\nthird-party vendors and service providers began working remotely. In\n2022, we formally adopted our Live and Work Anywhere policy, which\npermits the majority of our employees to work remotely. Remote working\nmay subject us to operational challenges and risks. For example, a\nnatural disaster, power outage, connectivity issue, or other event may"}, {"title": "airbnb.txt", "text": "impact our employees'ability to work remotely. In addition, members of\nour workforce who work remotely may not have access to technology that\nis as robust as that in our offices, which could cause the networks,\ninformation systems, applications, and other tools available to those\nremote workers to be more limited or less reliable than in our offices.\nWe may also be exposed to risks associated with the locations of remote\nworkers, including compliance with local laws and regulations or\nexposure to compromised internet infrastructure. Allowing members of our\nworkforce to work remotely may create intellectual property risk if\nemployees create intellectual property on our behalf while residing in a\njurisdiction with unenforced or uncertain intellectual property laws.\nFurther, if employees fail to inform us of changes in their work\nlocation, we may be exposed to additional risks without our knowledge.\nRemote working may also result in consumer, privacy, information\ntechnology and cybersecurity, and fraud risks.\n\nAdditionally, our reduction in workforce in May 2020 and remote work\narrangements resulting from the COVID-19 pandemic caused us to recognize\nan impairment of certain of our real property lease arrangements, and\ndepending on the duration and extent of the remote work arrangements\nunder our Live and Work Anywhere working model, we may incur additional\nimpairment charges related to our real property lease agreements.\n\nOur transition to full or predominantly remote work environments also\npresents significant challenges to maintaining compliance with country\nand state requirements such as employee income tax withholding, the\nrecording of reserves to cover withholding corrections or penalties,\nremittance and reporting, payroll registration, and workers'compensation\ninsurance. Additionally, foreign tax authorities may assert that certain\nof our entities have created permanent establishment in their countries\nwhich could result in additional corporate income taxes and employee\npayroll withholding obligations. Any of these operational challenges or\ntax implications resulting from our Live and Work Anywhere policy may\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\n*Our business depends on attracting and retaining capable management and\nemployees, and the loss of any key personnel could materially adversely\naffect our bus"}, {"title": "airbnb.txt", "text": "iness, results of operations, and financial condition.*\n\nOur success depends in large part on our ability to attract and retain\nhigh-quality management and employees. Our founders and other members of\nour senior management team, as well as other employees, may terminate\ntheir employment with us at any time, which could materially adversely\naffect our business, results of operations, and financial condition.\n\nAs we continue to grow, we cannot guarantee that we will be able to\nattract and retain the personnel we need. Our business requires highly\nskilled technical, engineering, design, product, data analytics,\nmarketing, business development, and community support personnel,\nincluding executive-level employees, who are in high demand and are\noften subject to competing offers. Competition for qualified employees\nand executive-level employees is intense in our industry and\njurisdictions where we operate. The loss of qualified employees, or an\ninability to attract, retain, and motivate employees required for the\nplanned expansion of our business would materially adversely affect our\nbusiness, results of operations, and financial condition and impair our\nability to grow.\n\nTo attract andretain key personnel, we use various measures, including\nan equity incentive program. As we continue to mature, the incentives to\nattract, retain, and motivate employees provided by our programs or by\nfuture arrangements may not be as effective as in the past. We have a\nnumber of current employees, including our founders, who hold equity in\nour company. As a result, it may be difficult for us to continue to\nretain and motivate these employees, and the value of their holdings\ncould affect their decisions about whether or not they continue to work\nfor us. Our ability to attract, retain, and motivate employees may be\nadversely affected by declines in our stock price. If we\n\n34\n\nissue significant equity to attract employees or to retain our existing\nemployees, we would incur substantial additional stock-based\ncompensation expense and the ownership of our existing stockholders\nwould be further diluted.\n\n*Consumer use of devices and platforms other than desktop computers\ncreates challenges. If we are unable to operate effectively on these\nplatforms, our business, results of operations, and financial condition\ncould be materially adversely affected.*\n\nPeople regularly access the Internet"}, {"title": "airbnb.txt", "text": "through mobile phones, tablets,\nhandheld computers, voice-assisted speakers, television set-top devices,\nsmart televisions, wearables, and automobile in-dash systems. These\ndevices enable new modalities of interaction, such as conversational\nuser interfaces, and new intermediaries, such as \"uper-apps\"like WeChat,\nwhere consumers can use many online services without leaving a\nparticular app. We anticipate that the use of these means of access will\ncontinue to grow and that usage through desktop computers will continue\nto decline, especially in certain regions of the world experiencing the\nhighest rate of Internet adoption. The functionality and user\nexperiences associated with these alternative devices, such as a smaller\nscreen size or lack of a screen, may make the use of our platform\nthrough such devices more difficult than through a desktop computer,\nlower the use of our platform, and make it more difficult for our Hosts\nto upload content to our platform. In addition, consumer purchasing\npatterns can differ on alternative devices, and it is uncertain how the\nproliferation of mobile devices will impact the use of our platform and\nservices. Mobile consumers may also be unwilling todownload multiple\napps from multiple companies providing similar services leading such\nconsumers to opt to use one of our competitors'services instead of ours.\nAs a result, brand recognition and the consumer experience with our\nmobile apps will likely become increasingly important to our business.\nIn addition, these new modalities create opportunities for device or\nsystems companies, such as Amazon, Apple, and Google, to control the\ninteraction with our consumers and disintermediate existing platforms\nsuch as ours.\n\nWe need to provide solutions for consumers who are limited in the size\nof the app they can support on their mobile devices and address latency\nissues in countries with lower bandwidth for both desktop and mobile\ndevices. Because our platform contains data-intensive media, these\nissues are exacerbated. As new devices, operating systems, and platforms\ncontinue to be released, it is difficult to predict the problems we may\nencounter in adapting our offerings and features to them, and we may\nneed to devote significant resources to the creation, support, and\nmaintenance of our offerings and features.\n\nOur success will also depend on the interoperability of our offerings\nwit"}, {"title": "airbnb.txt", "text": "h a range of third-party technologies, systems, networks, operating\nsystems, and standards, including iOS and Android; the availability of\nour mobile apps in app stores and in \"uper-app\"environments; and the\ncreation, maintenance, and development of relationships with key\nparticipants in related industries, some of which may also be our\ncompetitors. In addition, if accessibility of various apps is limited by\nexecutive order or other government actions, the full functionality of\ndevices may not be available to our customers. Moreover, third-party\nplatforms, services and offerings are constantly evolving, and we may\nnot be able to modify our platform to assure its compatibility with\nthose of third parties. If we lose such interoperability, we experience\ndifficulties or increased costs in integrating our offerings into\nalternative devices or systems, or manufacturers or operating systems\nelect not to include our offerings, make changes that degrade the\nfunctionality of our offerings, or give preferential treatment to\ncompetitive products, the growth of our community and our business,\nresults of operations, and financial condition could be materially\nadversely affected. This risk may be exacerbated by the frequency with\nwhich consumers change or upgrade their devices. In the event consumers\nchoose devices that do not already include or support our platform or do\nnot install our mobile apps when they change or upgrade their devices,\nour traffic and Host and guest engagement may be harmed.\n\n*If we are unable to adapt to changes in technology and the evolving\ndemands of Hosts and guests, our business, results of operations, and\nfinancial condition could be materially adversely affected.*\n\nThe industries in which we compete are characterized by rapidly changing\ntechnology, evolving industry standards, consolidation, frequent new\noffering announcements, introductions, and enhancements, and changing\nconsumer demands and preferences. We have invested heavily in our\ntechnology in recent years. Our future success will depend on our\nability to adapt our platform and services to evolving industry\nstandards and local preferences and to continually innovate and improve\nthe performance, features, and reliability of our platform and services\nin response to competitive offerings and the evolving demands of Hosts\nand guests. Our future success will also depend on our ability to"}, {"title": "airbnb.txt", "text": "adapt\nto emerging technologies such as tokenization, cryptocurrencies, new\nauthentication technologies, such as biometrics, distributed ledger and\nblockchain technologies, artificial intelligence, virtual and augmented\nreality, and cloud technologies. As a result, we intend to continue to\nspend significant resources maintaining, developing, and enhancing our\ntechnologies and platform; however, these efforts may be more costly\nthan expected and may not be successful. For example, we may not make\nthe appropriate investments in new technologies, which could materially\nadversely affect our business, results of operations, and financial\ncondition. Further, technological innovation often results in unintended\nconsequences such as bugs, vulnerabilities, and other system failures.\nAny such bug, vulnerability, or failure, especially in connection with a\nsignificant technical implementation or change, could result in lost\nbusiness, harm to our brand or reputation, consumer complaints, and\nother adverse consequences, any of which could materially adversely\naffect our business, results of operations, and financial condition.\n\nAnother critical component to our future success will be our abilityto\nintegrate new or emerging payment methods into our platform to offer\nalternative payment solutions to consumers. Alternate payment providers\nsuch as Alipay, Paytm, and WeChat Pay operate closed-loop payments\nsystems with direct connections to both consumers and merchants. In many\nregions, particularly in Asia where credit cards are not readily\navailable and/or e-commerce is largely carried out through mobile\ndevices, these and other emerging alternate payment methods are the\nexclusive or preferred means of payment for many consumers.\n\n*We are subject to payment-related fraud and an increase in or failure\nto deal effectively with fraud, fraudulent activities, fictitious\ntransactions, or illegal transactions would materially adversely affect\nour business, results of operations, and financial condition.*\n\nWe process a significant volume and dollar value of transactions on a\ndaily basis. When Hosts do not fulfill their obligations to guests,\nthere are fictitious listings or fraudulent bookings on our platform, or\nthere are Host account takeovers, we have incurred and will continue to\nincur losses from claims by Hosts and guests, and these losses may be\nsubstantial. Such instances h"}, {"title": "airbnb.txt", "text": "ave and can lead to the reversal of\npayments received by us for such bookings, referred to as a\n\"hargeback.\"For the year ended December\u00a01, 2022, total chargeback\n\n35\n\nexpense was \\$119.6 million. The capabilities of criminal fraudsters,\ncombined with individuals'susceptibility to fraud may cause our Hosts\nand guests to be subject to ongoing account takeovers and identity fraud\nissues. While we have taken measures to detect and reduce the risk of\nfraud, there is no guarantee that they will be successful and they\nrequire continuous improvement and optimization of continually evolving\nforms of fraud to be effective. Our ability to detect and combat\nfraudulent schemes, which have become increasingly common and\nsophisticated, could be adversely impacted by the adoption of new\npayment methods, the emergence and innovation of new technology\nplatforms, including mobile and other devices, and our growth in certain\nregions, including in regions with a history of elevated fraudulent\nactivity. We expect that technically-knowledgeable criminals will\ncontinue to attempt to circumvent our anti-fraud systems including\nthrough account takeovers and cybersecurity breaches. In addition, the\npayment card networks have rules around acceptable chargeback ratios. If\nwe are unable to effectively combat fictitious listings and fraudulent\nbookings on our platform, combat the use of fraudulent or stolen credit\ncards, or otherwise maintain or lower our current levels of chargebacks,\nwe may be subject to fines and higher transaction fees or be unable to\ncontinue to accept card payments because payment card networks have\nrevoked our access to their networks, any of which would materially\nadversely impact our business, results of operations, and financial\ncondition.\n\nOur payments platform is susceptible to potentially illegal or improper\nuses, including money laundering, transactions in violation of economic\nand trade sanctions, corruption and bribery, terrorist financing,\nfraudulent listings, Host account takeovers, or the facilitation of\nother illegal activity. Use of our payments platform for illegal or\nimproper uses has subjected us, and may subject us in the future, to\nclaims, lawsuits, and government and regulatory investigations,\ninquiries, or requests, which could result in liability and reputational\nharm for us. We have taken measures to detect and reduce fraud and\nillegal activi"}, {"title": "airbnb.txt", "text": "ties, but these measures need to be continually improved\nand may add friction to our booking process. These measures may also not\nbe effective against fraud and illegal activities, particularly new and\ncontinually evolving forms of circumvention. If these measures do not\nsucceed in reducing fraud, our business, results of operations, and\nfinancial condition would be materially adversely affected.\n\n*Our payments operations are subject to extensive government regulation\nand oversight. Our failure to comply with extensive, complex,\noverlapping, and frequently changing laws, rules, regulations, policies,\nlegal interpretations, and regulatory guidance could materially\nadversely affect our business, results of operations, and financial\ncondition.*\n\nOur payments platform is subject to various laws, rules, regulations,\npolicies, legal interpretations, and regulatory guidance, including\nthose governing: cross-border and domestic money transmission and funds\ntransfers; stored value and prepaid access; foreign exchange; data\nprivacy, and data security; banking secrecy; payment services (including\npayment processing and settlement services); consumer protection;\neconomic and trade sanctions; anti-corruption and anti-bribery; and\nanti-money laundering and counter-terrorist financing. As we expand and\nlocalize our international activities, we have and will become\nincreasingly subject to the laws of additional countries or geographies.\nIn addition, because we facilitate bookings on our platform worldwide,\none or more jurisdictions may claim that we or our customers are\nrequired to comply with their laws. Laws regulating our payments\nplatform outside of the United States often impose different, more\nspecific, or even conflicting obligations on us, as well as broader\nliability. For example, certain transactions that may be permissible in\na local jurisdiction may be prohibited by regulations of the U.S.\nDepartment of the Treasury' Office of Foreign Assets Control (\"FAC\" or\nU.S. anti-money laundering or counter-terrorist financing regulations.\n\nWe have assessed, and will continue to assess, the adequacy of our\npolicies, procedures, and internal controls for ensuring compliance with\napplicable laws, rules, regulations, policies, legal interpretations,\nand regulatory guidance, including the ones described below. Through\nthese assessments, we have identified, and may in the futur"}, {"title": "airbnb.txt", "text": "e identify,\ncertain gaps or weaknesses in our existing compliance programs,\nincluding in our policies, procedures, or internal controls. As a result\nof findings from these assessments, we have and may in the future take\ncertain actions, such as implementing enhancements to our compliance\nmeasures and amending, updating, or revising our policies, procedures,\nand internal controls, and other operational frameworks, designed to\nmonitor for and ensure compliance with existing and new laws, rules,\nregulations, policies, legal interpretations, and regulatory guidance.\nImplementing appropriate measures to fully remediate or address findings\nfrom assessments of our compliance programs may require us to incur\nsignificant costs.\n\nAny failure or perceived failure to comply with existing or new laws and\nregulations, including the ones described in this risk factor, or orders\nof any governmental authority, including changes to or expansion of\ntheir interpretations, may subject us to significant fines, penalties,\ncriminal and civil lawsuits, forfeiture of significant assets,\nenforcement actions in one or more jurisdictions, result in additional\ncompliance and licensure requirements, and increased regulatory scrutiny\nof our business. In addition, we may be forced to restrict or change our\noperations or business practices, make product changes, or delay planned\nproduct launches or improvements. Any of the foregoing could materially\nadversely affect our brand, reputation, business, results of operations,\nand financial condition. The complexity of global regulatory and\nenforcement regimes, coupled with the global scope of our operations and\nthe evolving global regulatory environment, could result in a single\nevent giving rise to a large number of overlapping investigations and\nlegal and regulatory proceedings by multiple government authorities in\ndifferent jurisdictions, and have an adverse impact on, or result in the\ntermination of, our relationships with financial institutions and other\nservice providers on whom we rely for payment processing services. Our\nability to track and verify transactions to comply with these\nregulations, including the ones described in this risk factor, require a\nhigh level of internal controls. As our business continues to grow and\nregulations change, we must continue to strengthen our associated\ninternal controls. Any failure to maintain the nece"}, {"title": "airbnb.txt", "text": "ssary controls could\nresult in reputational harm and result in significant penalties and\nfines from regulators.\n\n*Payments Regulation*\n\nIn the United States, our wholly-owned subsidiary, Airbnb Payments, Inc.\n(\"irbnb Payments\", is registered as a \"oney Services Business\"with the\nU.S. Department of Treasury' Financial Crimes Enforcement Network\n(\"inCEN\", and subject to regulatory oversight and enforcement by FinCEN\nunder the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001\n(the \"SA\". Airbnb Payments has also obtained licenses to operate as a\nmoney transmitter (or its equivalent) in various states and territories\nwhere such licenses are required. As a licensed money transmitter,\nAirbnb Payments is subject to obligations and restrictions with respect\nto the handling and investment of customer funds, record keeping and\nreporting requirements, bonding requirements, and inspection by state\nregulatory agencies. In U.S. states and territories in which Airbnb\nPayments has not obtained a license to operate as a money transmitter\n(or its equivalent), we may be required to apply for licenses or\nregulatory approvals, including due to changes in applicable laws and\nregulations or their interpretations.\n\n36\n\nWe issue gift cards in the United States and in certain other\ngeographies for use on our platform and are subject to consumer\nprotection and disclosure regulations relating to those services. If we\nseek to expand our gift cards or other stored value card products and\nservices, or as a result of regulatory changes, we may be subject to\nadditional regulation and may be required to obtain additional licenses\nand registrations, which we may not be able to obtain.\n\nWe principally provide our payment services to Hosts and guests in the\nEEA through Airbnb Payments Luxembourg SA (\"PLux\", our wholly-owned\nsubsidiary that is licensed and subject to regulation as a payments\ninstitution in Luxembourg. EEA laws and regulations are typically\nsubject to different and potentially inconsistent interpretations by the\ncountries that are members of the EEA, which can make compliance more\ncostly and operationally difficult to manage. For example, countries\nthat are EEA members may each have different and potentially\ninconsistent domestic regulations implementing European Directives,\nincluding the European Union Payment Services Directive, the Revised\nPayment Services Directive ("}, {"title": "airbnb.txt", "text": "\"SD2\", the E-Money Directive, and the Fourth\nand Fifth Anti-Money Laundering Directives. Further, we provide our\npayments services to Hosts and guests in the United Kingdom and other\ngeographies outside the United States and the EEA through Airbnb\nPayments UK Limited (\"PUK\", our wholly-owned subsidiary that is licensed\nand subject to regulation as an electronic money institution (\"MI\" in\nthe United Kingdom, as well as through our other wholly-owned payments\nentities.\n\nPSD2 imposes new standards for payment security and strong customer\nauthentication (aimed at fraud reduction) that may make it more\ndifficult and time consuming to carry out a payment transaction. The\nUnited Kingdom began enforcing requirements with respect to online card\npayments in 2022, while countries in the EEA began enforcing these\nrequirements in 2021. In many cases, strong customer authentication\nrequires our UK and EEA guests to engage in additional steps to\nauthenticate payment transactions and EEA Hosts to perform\nauthentication upon access to their Airbnb payout account or\nmodification of their payout account information. These additional\nauthentication requirements may make our platform experience for Hosts\nand guests in the United Kingdom and EEA substantially less convenient,\nand such loss of convenience could meaningfully reduce the frequency\nwith which our customers use our platform or could cause some Hosts and\nguests to stop using our platform entirely, which could materially\nadversely affect our business, results of operations, and financial\ncondition.\n\nIn many countries or geographies, it is and may not be clear whether we\nare required to be licensed as a payment services provider, electronic\nmoney institution, financial institution, or otherwise. In such\ninstances, we partner with local banks and licensed payment processors\nto process payments and conduct foreign exchange transactions in local\ncurrency. Local regulators may slow or halt payments to Hosts conducted\nthrough local banks and licensed payment processors or otherwise\nprohibit or impede us from doing business in a jurisdiction. We may be\nrequired to apply for various additional licenses, certifications, and\nregulatory approvals, including due to changes in applicable laws and\nregulations or their interpretations. There can be no assurance that we\nwill be able to (or decide to) obtain any such licenses, certificat"}, {"title": "airbnb.txt", "text": "ions,\nand approvals.\n\nThere are substantial costs and potential changes to our offerings\ninvolved in obtaining, maintaining, and renewing licenses,\ncertifications, and approvals globally. Our payments entities are\nsubject to inspections, examinations, supervision, and regulation by\neach relevant regulating authority, including, within the United States,\nby each state in which Airbnb Payments is licensed. We could be subject\nto significant fines or other enforcement actions if we are found to\nviolate disclosure, reporting, anti-money laundering, economic and trade\nsanctions, capitalization, fund management, corporate governance and\ninternal controls, risk management, data privacy, data security and data\nlocalization, information security, banking secrecy, taxation,\nsanctions, or other laws and requirements, including those imposed on UK\nEMIs and Luxembourg payments institutions. These factors could involve\nconsiderable delay to the development or provision of our offerings or\nservices, require significant and costly operational changes, impose\nrestrictions, limitations, or additional requirements on our business,\nor prevent us from providing our offerings or services in a given\ngeography.\n\n*Consumer Protection*\n\nWe are subject to consumer protection laws and regulations in the U.S.\nand the countries from which we provide services. In the United States,\nthe Dodd-Frank Act established the Consumer Financial Protection Bureau\n(the \"FPB\", which is empowered to conduct rulemaking and supervision\nrelated to, and enforcement of, federal consumer financial protection\nlaws. We are subject to a number of such federal consumer financial\nprotection laws and regulations, as well as related state consumer\nprotection laws and regulations, including the Electronic Fund Transfer\nAct and its implementing Regulation E. Regulation E applies to certain\nservices provided by Airbnb Payments and requires us to provide advance\ndisclosure of changes to our services, follow specified error resolution\nprocedures, and reimburse consumers for losses from certain transactions\nnot authorized by the consumer, among other requirements. In addition,\nthe CFPB may adopt other regulations governing consumer financial\nservices, including regulations defining unfair, deceptive, or abusive\nacts or practices, and new model disclosures.\n\nWe could be subject to fines or other penalties if we are found"}, {"title": "airbnb.txt", "text": "to have\nviolated the Dodd-Frank Act' prohibition against unfair, deceptive, or\nabusive acts or practices or other consumer financial protection laws\nenforced by the CFPB or other agencies. The CFPB' authority to change\nregulations adopted in the past by other regulators could increase our\ncompliance costs and litigation exposure. Additionally, technical\nviolations of consumer protection laws could result in the assessment of\nactual damages or statutory damages or penalties, including\nplaintiffs'attorneys'fees. The Dodd-Frank Act also empowers state\nattorneys general and other state officials to enforce federal consumer\nprotection laws under specified conditions. Various government offices\nand agencies, including various state agencies and state attorneys\ngeneral (as well as the CFPB and the U.S. Department of Justice), have\nthe authority to conduct reviews, investigations, and proceedings (both\nformal and informal) involving us or our subsidiaries. These\nexaminations, inquiries, and proceedings could result in, among other\nthings, substantial fines, penalties, or changes in business practices\nthat may require us to incur substantial costs.\n\nWe provide payment services that may be subject to various U.S. state\nand federal data privacy and data security laws and regulations.\nRelevant federal privacy and security laws include the GLBA, which\n(along with its implementing regulations) restricts certain collection,\nprocessing, storage, use, and disclosure of personal information,\nrequires notice to individuals of privacy practices, and provides\nindividuals with certain rights to prevent the use and disclosure of\ncertain nonpublic or otherwise legally protected information. These\nrules also\n\n37\n\nimpose requirements for the safeguarding and proper destruction of\npersonal information through the issuance of data security standards or\nguidelines. See our risk factor titled \"---If we fail to comply with\nfederal, state, and foreign laws relating to data privacy and data\nsecurity, we may face potentially significant liability, negative\npublicity, an erosion of trust, and increased regulation could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\"\n\nIn addition to UK and Luxembourg payments-related consumer protection\nlaws that are applicable to our business, regulators in European Union\nmember states could notify APUK and APLux of"}, {"title": "airbnb.txt", "text": "local consumer protection\nlaws that apply to our businesses, and could also seek to persuade the\nUK and Luxembourg regulators to order APUK or APLux to conduct their\nactivities in the local country directly or through a branch office.\nThese or similar actions by these regulators could increase the cost of,\nor delay, our plans to expand our business in EU countries.\n\n*Anti-Money Laundering and Counter-Terrorist Financing*\n\nWe are subject to various anti-money laundering and counter-terrorist\nfinancing laws and regulations around the world, including the BSA.\nAmong other things, the BSA requires money services businesses\n(including money transmitters such as Airbnb Payments) to develop and\nimplement risk-based anti-money laundering programs, report large cash\ntransactions and suspicious activity, and maintain transaction records.\nThe BSA prohibits, among other things, our involvement in transferring\nthe proceeds of criminal activities. In connection with and when\nrequired by regulatory requirements, we make information available to\ncertain U.S. federal and state, as well as certain foreign, government\nagencies to assist in the prevention of money laundering, terrorist\nfinancing, andother illegal activities and pursuant to legal\nobligations and authorizations. In certain circumstances, we may be\nrequired by government agencies to deny transactions that may be related\nto persons suspected of money laundering, terrorist financing, or other\nillegal activities, and it is possible that we may inadvertently deny\ntransactions from customers who are making legal money transfers.\nRegulators in the United States and globally may require us to further\nrevise or expand our compliance programs, including the procedures we\nuse to verify the identity of our customers and to monitor international\nand domestic transactions. In the United Kingdom and European Union, the\nimplementation of further anti-money laundering requirements and\nregulations may make compliance more costly and operationally difficult\nto manage, lead to increased friction for customers, and result in a\ndecrease in business. Penalties for non-compliance with the European\nUnion' Fourth Anti-Money Laundering Directive (\"LD4\" could include fines\nof up to 10% of APLux' total annual turnover. In April 2018, the\nEuropean Parliament adopted the European Commission' proposal for a\nFifth Anti-Money Laundering Directiv"}, {"title": "airbnb.txt", "text": "e (\"LD5\", which has now been\nimplemented in the national laws of EU Member States and which contains\nmore stringent provisions in certain areas, which will increase\ncompliance costs. Similar penalties are available to the UK Financial\nConduct Authority in relation to APUK pursuant to the UK' implementation\nof the EU Money Laundering Directives in the Money Laundering, Terrorist\nFinancing and Transfer of Funds (Information on the Payer) Regulations\n2017/692 (as amended).\n\n*We are subject to governmental economic and trade sanctions laws and\nregulations that limit the scope of our offering. Additionally, failure\nto comply with applicable economic and trade sanctions laws and\nregulations could subject us to liability and negatively affect our\nbusiness, results of operations and financial condition.*\n\nWe are required to comply with economic and trade sanctions administered\nby governments where we operate, including agencies of the U.S.\ngovernment (including without limitation regulations administered and\nenforced by OFAC, the U.S. Department of State, and the U.S. Commerce\nDepartment), the Council of the European Union, the Office of Financial\nSanctions Implementation of His Majesty' Treasury in the United Kingdom\n(\"FSI\" and the Ministry of Finance and Commission de Surveillance du\nSecteur Financier of Luxembourg. These economic and trade sanctions\ngenerally prohibit or restrict transactions to or from or dealings with\ncertain specified countries, regions, governments and, in certain\ncircumstances, their nationals, and with individuals and entities that\nare specially-designated, such as individuals and entities included on\nOFAC' List of Specially Designated Nationals and Blocked Persons (\"DN\nList\", subject to EU/UK asset freezes, or other sanctions measures. Any\nfuture economic and trade sanctions imposed in jurisdictions where we\nhave significant business could materially adversely impact our\nbusiness, results of operations, and financial condition. Our ability to\ntrack and verify transactions and otherwise to comply with these\nregulations require a high level of internal controls. We maintain\npolicies and procedures to implement these internal controls, which we\nperiodically assess and update to the extent we identify compliance\ngaps. We routinely report to OFAC on payments we have rejected or\nblocked pursuant to OFAC sanctions regulations and on possible\nviol"}, {"title": "airbnb.txt", "text": "ations of those regulations. We have also reported to OFSI on\ndealings with persons subject to UK sanctions and to the Luxembourg\nMinistry of Finance on dealings with persons subject to EU sanctions.\nThere is a risk that, despite the internal controls that we have in\nplace, we have engaged in transactions inconsistent with applicable\nsanctions laws. Any non-compliance with economic and trade sanctions\nlaws and regulations or related investigations could result in claims or\nactions against us and materially adversely affect our business, results\nof operations, and financial condition. As our business continues to\ngrow and regulations change, we may be required to make additional\ninvestments in our internal controls or modify our business.\n\nAs a result of Russia' military action in Ukraine in 2022, governmental\nauthorities in the United States, the European Union, and the United\nKingdom, among others, launched an expansion of coordinated sanctions\nand export control measures, including sanctions against certain\nindividuals and entities and prohibiting or limiting certain financial\nand commercial transactions. We had identified certain transactions that\npotentially implicated those sanctions, we notified the appropriate\nregulators about these developments, and OFAC initiated a civil\ninvestigation of certain payment instructions involving attempted\npayouts to Hosts\\' bank accounts at sanctioned Russian banks. In August\n2022, OFAC closed the investigation by issuing a cautionary letter with\nno administrative penalty.\n\n*We are subject to payment network rules and any material modification\nof our payment card acceptance privileges could have a material adverse\neffect on our business, results of operations, and financial condition.*\n\nThe loss of our credit and debit card acceptance privileges or the\nsignificant modification of the terms under which we obtain card\nacceptance privileges would significantly limit our business model since\na vast majority of our guests pay using credit or debit cards. We are\nrequired by our payment processors to comply with payment card network\noperating rules, including the Payment Card Industry Data Security\nStandards (the \"CI DSS\". Under the PCI DSS, we are required to adopt and\nimplement internal controls over the use, storage, and\n\n38\n\ntransmission of card data to help prevent credit card fraud. If we fail\nto comply with the rules a"}, {"title": "airbnb.txt", "text": "nd regulations adopted by the payment card\nnetworks, including the PCI DSS, we would be in breach of our\ncontractual obligations to payment processors and merchant banks. Such\nfailure to comply may damage our relationships with payment card\nnetworks, subject us to restrictions, fines, penalties, damages, and\ncivil liability, and could eventually prevent us from processing or\naccepting payment cards, which would have a material adverse effect on\nour business, results of operations, and financial condition. Moreover,\nthe payment card networks could adopt new operating rules or interpret\nor reinterpret existing rules that we or our payment processors might\nfind difficult or even impossible to comply with, or costly to\nimplement. As a result, we could lose our ability to give consumers the\noption of using payment cards to make their payments or the choice of\ncurrency in which they would like their payment card to be charged.\nFurther, there is no guarantee that, even if we comply with the rules\nand regulations adopted by the payment card networks, we will be able to\nmaintain our payment card acceptance privileges. We also cannot\nguarantee that our compliance with network rules or the PCI DSS will\nprevent illegal or improper use of our payments platform or the theft,\nloss, or misuse of the credit card data of customers or participants, or\na security breach. We are also required to submit to periodic audits,\nself-assessments, and other assessments of our compliance with the PCI\nDSS. If an audit, self-assessment, or other assessment indicates that we\nneed to take steps to remediate any deficiencies, such remediation\nefforts may distract our management team and require us to undertake\ncostly and time-consuming remediation efforts, and we could lose our\npayment card acceptance privileges.\n\nWe are also subject to network operating rules and guidelines\npromulgated by the National Automated Clearing House Association (\"ACHA\"\nrelating to payment transactions we process using the Automated Clearing\nHouse (\"CH\" Network. Like the payment networks, NACHA may update its\noperating rules and guidelines at any time, which can require us to take\nmore costly compliance measures or to develop more complex monitoring\nsystems.\n\n*We rely on third-party payment service providers to process payments\nmade by guests and payments made to Hosts on our platform. If these\nthird-party payment s"}, {"title": "airbnb.txt", "text": "ervice providers become unavailable or we are\nsubject to increased fees, our business, results of operations, and\nfinancial condition could be materially adversely affected.*\n\nWe rely on a number of third-party payment service providers, including\npayment card networks, banks, payment processors, and payment gateways,\nto link us to payment card and bank clearing networks to process\npayments made by our guests and to remit payments to Hosts on our\nplatform. We have agreements with these providers, some of whom are the\nsole providers of their particular service.\n\nIf these companies become unwilling or unable to provide these services\nto us on acceptable terms or at all, our business may be disrupted, we\nwould need to find an alternate payment service provider, and we may not\nbe able to secure similar terms or replace such payment service provider\nin an acceptable time frame. If we are forced to migrate to other\nthird-party payment service providers for any reason, the transition\nwould require significant time and management resources, and may not be\nas effective, efficient, or well-received by our Hosts and guests. Any\nof the foregoing could cause us to incur significant losses and,in\ncertain cases, require us to make payments to Hosts out of our funds,\nwhich could materially adversely affect our business, results of\noperations, and financial condition.\n\nIn addition, the software and services provided by our third-party\npayment service providers may fail to meet our expectations, contain\nerrors or vulnerabilities, be compromised, or experience outages. Any of\nthese risks could cause us to lose our ability to accept online payments\nor other payment transactions or make timely payments to Hosts on our\nplatform, which could make our platform less convenient and desirable to\ncustomers and adversely affect our ability to attract and retain Hosts\nand guests.\n\nMoreover, our agreements with payment service providers may allow these\ncompanies, under certain conditions, to hold an amount of our cash as a\nreserve. They may be entitled to a reserve or suspension of processing\nservices upon the occurrence of specified events, including material\nadverse changes in our business, results of operations, and financial\ncondition. An imposition of a reserve or suspension of processing\nservices by one or more of our processing companies, could have a\nmaterial adverse effect on ou"}, {"title": "airbnb.txt", "text": "r business, results of operations, and\nfinancial condition.\n\nIf we fail to invest adequate resources into the payment processing\ninfrastructure on our platform, or if our investment efforts are\nunsuccessful or unreliable, our payments activities may not function\nproperly or keep pace with competitive offerings, which could adversely\nimpact their usage. Further, our ability to expand our payments\nactivities into additional countries is dependent upon the third-party\nproviders we use to support these activities. As we expand the\navailability of our payments activities to additional geographies or\noffer new payment methods to our Hosts and guests in the future, we may\nbecome subject to additional regulations and compliance requirements,\nand exposed to heightened fraud risk, which could lead to an increase in\nour operating expenses.\n\nFor certain payment methods, including credit and debit cards, we pay\ninterchange and other fees, and such fees result in significant costs.\nPayment card network costs have increased, and may continue to increase\nin the future, the interchange fees and assessments that they charge for\neach transaction that accesses their networks, and may impose special\nfees or assessments on any such transaction. Our payment card processors\nhave the right to pass any increases in interchange fees and assessments\non to us. Credit card transactions result in higher fees to us than\ntransactions made through debit cards. Any material increase in\ninterchange fees in the United States or other geographies, including as\na result of changes in interchange fee limitations imposed by law in\nsome geographies, or other network fees or assessments, or a shift from\npayment with debit cards to credit cards could increase our operating\ncosts and materially adversely affect our business, results of\noperations, and financial condition.\n\n*Our failure to properly manage funds held on behalf of customers could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.*\n\nWe offer integrated payments in over 40 currencies to allow access to\nguest demand from more than 220 countries and regions and the ability\nfor many Hosts to be paid in their local currency or payment method of\nchoice. When a guest books and pays for a stay or experience on our\nplatform, we hold the total amount the guest has paid until check-in, at\nwhich time we recognize"}, {"title": "airbnb.txt", "text": "our service fee as revenue and initiate the\nprocess to remit the payment to the Host, which generally occurs 24\nhours after the scheduled check-in, barring any alterations or\ncancellations, which may result in funds being returned to the guest.\nAccordingly, at any given time, we hold on behalf of our Hosts and\n\n39\n\nguests a substantial amount of funds, which are generally held in bank\ndeposit accounts and in U.S. treasury bills and recorded on our\nconsolidated balance sheets as funds receivable and amounts held on\nbehalf of customers. In certain jurisdictions, we are required to either\nsafeguard customer funds in bankruptcy-remote bank accounts, or hold\nsuch funds in eligible liquid assets, as defined by the relevant\nregulators in such jurisdictions, equal to at least 100% of the\naggregate amount held on behalf of customers. Our ability to manage and\naccount accurately for the cash underlying our customer funds requires a\nhigh level of internal controls. As our business continues to grow and\nwe expand our offerings and tiers, we must continue to strengthen our\nassociated internal controls. Our success requires significant public\nconfidence in our ability to handle large and growing transaction\nvolumes and amounts of customer funds. Any failure to maintain the\nnecessary controls or to manage the assets underlying our customer funds\naccurately could result in reputational harm, lead customers to\ndiscontinue or reduce their use of our platform and services, and result\nin significant penalties and fines from regulators, each of which could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.\n\n*If one or more of our counterparty financial institutions default on\ntheir financial or performance obligations to us or fail, we may incur\nsignificant losses or be unable to process payment transactions.*\n\nWe have significant amounts of cash, cash equivalents, and other\ninvestments, including money market funds, certificates of deposit, U.S.\ngovernment debt securities, commercial paper, corporate debt securities,\ngovernment agency debt securities, mortgaged-backed and asset-backed\nsecurities, with banks or other financial institutions in the United\nStates and abroad for both our corporate balances and for funds held on\nbehalf of our Hosts and guests. We also rely on such banks and financial\ninstitutions to help process payments transa"}, {"title": "airbnb.txt", "text": "ctions. We have both\nsignificant funds flows from and to various financial institutions as a\nresult of our processing of payments from guests to Hosts. As part of\nour currency hedging activities on these balances, we enter into\ntransactions involving derivative financial instruments with various\nfinancial institutions. We regularly monitor our exposure to\ncounterparty credit risk and manage this exposure in an attempt to\nmitigate the associated risk. Despite these efforts, we may be exposed\nto the risk of default by, or deteriorating operating results or\nfinancial condition, or service interruptions at, or failure of, these\ncounterparty financial institutions. If one of our counterparties were\nto become insolvent or file for bankruptcy, our ability to recover\nlosses or to access or recover our assets may be limited by the\ncounterparty' liquidity or the applicable laws governing the insolvency\nor bankruptcy proceedings. Furthermore, our ability to process payment\ntransactions via such counterparties would be severely limited or cease.\nIn the event of default or failure of one or more of our counterparties,\nwe could incur significant losses and be required to make payments to\nHosts and/or refunds to guests out of our own funds, which could\nmaterially adversely affect our results of operations and financial\ncondition.\n\n*The failure to successfully execute and integrate acquisitions could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.*\n\nWe have acquired multiple businesses, including our acquisitions of\nHotelTonight, Inc. and UrbanDoor Inc. in 2019, and we regularly evaluate\npotential acquisitions. We may expend significant cash or incur\nsubstantial debt to finance such acquisitions, which indebtedness could\nresult in restrictions on our business and significant use of available\ncash to make payments of interest and principal. In addition, we may\nfinance acquisitions by issuing equity or convertible debt securities,\nwhich could result in further dilution to our existing stockholders. We\nmay enter into negotiations for acquisitions that are not ultimately\nconsummated. Those negotiations could result in diversion of management\ntime and significant out-of-pocket costs. If we fail to evaluate and\nexecute acquisitions successfully, our business, results of operations,\nand financial condition could be materially adversely aff"}, {"title": "airbnb.txt", "text": "ected.\n\nIn addition, we may not be successful in integrating acquisitions or the\nbusinesses we acquire may not perform as well as we expect. While our\nacquisitions to date have not caused major disruptions in our business,\nany future failure to manage and successfully integrate acquired\nbusinesses could materially adversely affect our business, results of\noperations, and financial condition. Acquisitions involve numerous\nrisks, including the following:\n\n\u2022difficulties in integrating and managing the combined operations,\ntechnology platforms, or offerings of the acquired companies and\nrealizing the anticipated economic, operational, and other benefits in a\ntimely manner, which could result in substantial costs and delays, and\nfailure to execute on the intended strategy and synergies;\n\n\u2022failure of the acquired businesses to achieve anticipated revenue,\nearnings, or cash flow;\n\n\u2022diversion of management' attention or other resources from our existing\nbusiness;\n\n\u2022our inability to maintain the key customers, business relationships,\nsuppliers, and brand potential of acquired businesses;\n\n\u2022uncertainty of entry into businesses or geographies in which we have\nlimited or no prior experience orin which competitors have stronger\npositions;\n\n\u2022unanticipated costs associated with pursuing acquisitions or greater\nthan expected costs in integrating the acquired businesses;\n\n\u2022responsibility for the liabilities of acquired businesses, including\nthose that were not disclosed to us or exceed our estimates, such as\nliabilities arising out of the failure to maintain effective data\nprotection and privacy controls, and liabilities arising out of the\nfailure to comply with applicable laws and regulations, including tax\nlaws;\n\n\u2022difficulties in or costs associated with assigning or transferring to\nus or our subsidiaries the acquired companies'intellectual property or\nits licenses to third-party intellectual property;\n\n\u2022inability to maintain our culture and values, ethical standards,\ncontrols, procedures, and policies;\n\n\u2022challenges in integrating the workforce of acquired companies and the\npotential loss of key employees of the acquired companies;\n\n\u2022challenges in integrating and auditing the financial statements of\nacquired companies that have not historically prepared financial\nstatements in accordance with GAAP; and\n\n\u2022potential accounting charges to the extent goodwill and intangible\na"}, {"title": "airbnb.txt", "text": "ssets recorded in connection with an acquisition, such as trademarks,\ncustomer relationships, or intellectual property, are later determined\nto be impaired and written down in value.\n\n40\n\n*The value of our equity investments in private companies could decline,\nwhich could materially adversely affect our results of operations and\nfinancial condition.*\n\nOur equity investments in private companies where we do not have the\nability to exercise significant influence are accounted for using the\nmeasurement alternative. Such investments are carried at cost, less any\nimpairments, and are adjusted for subsequent observable price changes,\nwith such changes in value recognized in other income (expense), net in\nour consolidated statements of operations. Additionally, for our equity\ninvestments in private companies where we have the ability to exercise\nsignificant influence, but not control, we record our proportionate\nshare of net income or loss in other income (expense), net in our\nconsolidated statements of operations. The financial statements provided\nby these companies are often unaudited. Our investments in private\ncompanies are inherently risky, including early-stage companies with\nlimited cash to support their operations and companies whose results are\nnegatively impacted by downturns in the travel industry. The companies\nin which we invest include early-stage companies that may still be\ndeveloping products and services with limited cash to support the\ndevelopment, marketing, and sales of their products. Further, our\nability to liquidate such investments is typically dependent on a\nliquidity event, such as a public offering or acquisition, as no public\nmarket currently exists for the securities held in the investees.\nValuations of privately-held companies are inherently complex and\nuncertain due to the lack of a liquid market for the securities of such\ncompanies. If we determine that any of our investments in such companies\nhave experienced a decline in value, we will recognize an expense to\nadjust the carrying value to its estimated fair value. Negative changes\nin the estimated fair value of private companies in which we invest\ncould have a material adverse effect on our results of operations and\nfinancial condition.\n\n*If we do not adequately protect our intellectual property and our data,\nour business, results of operations, and financial condition could be\nmate"}, {"title": "airbnb.txt", "text": "rially adversely affected.*\n\nWe hold a broad collection of intellectual property rights, including\nthose related to our brand; certain content and design elements on our\nplatform; our code and our data; inventions and processes related to our\nplatform, services, and research and development efforts; an extensive\nrepository of wholly-owned audio and visual assets; marketing and\npromotional concepts and materials; a collection of editorial content;\nand certain entertainment-related assets. This includes registered\ndomain names, registered and unregistered trademarks, service marks, and\ncopyrights, patents, and patent applications, trade secrets, licenses of\nintellectual property rights of various kinds, and other forms of\nintellectual property rights in the United States and in a number of\ncountries around the world. In addition, to further protect our\nproprietary rights, from time to time we have purchased patents,\ntrademarks, domain name registrations, and copyrights from third\nparties. In the future we may acquire or license additional patents or\npatent portfolios, or other intellectual property assets and rights from\nthird parties, which could require significant cash expenditures.\n\nWe rely on a combination of trademark, patent, copyright, and trade\nsecret laws, international treaties, our terms of service, other\ncontractual provisions, user policies, restrictions on disclosure,\ntechnological measures, and confidentiality and inventions assignment\nagreements with our employees and consultants to protect our\nintellectual property assets from infringement and misappropriation. Our\npending and future trademark, patent, and copyright applications may not\nbe approved. Furthermore, effective intellectual property protection may\nnot be available in every country in which we operate or intend to\noperate our business. There can be no assurance that others will not\noffer technologies, products, services, features, or concepts that are\nsubstantially similar to ours and compete with our business, or copy or\notherwise obtain, disclose and/or use our brand, content, design\nelements, creative, editorial, and entertainment assets, or other\nproprietary information without authorization. We may be unable to\nprevent third parties from seeking to register, acquire, or otherwise\nobtain trademarks, service marks, domain names, or social media handles\nthat are similar to, infrin"}, {"title": "airbnb.txt", "text": "ge upon or diminish the value of our\ntrademarks, service marks, copyrights, and our other proprietary rights.\nThird parties have also obtained or misappropriated certain of our data\nthrough website scraping, robots, or other means to launch copycat\nsites, aggregate our data for their internal use, or to feature or\nprovide our data through their respective websites, and/or launch\nbusinesses monetizing this data. While we routinely employ technological\nand legal measures in an attempt to divert, halt, or mitigate such\noperations, we may not always be able to detect or halt the underlying\nactivities as technologies used to accomplish these operations continue\nto rapidly evolve.\n\nOur intellectual property assets and rights are essential to our\nbusiness. If the protection of our proprietary rights and data is\ninadequate to prevent unauthorized use or misappropriation by third\nparties, the value of our brand and other intangible assets may be\ndiminished and competitors may be able to more effectively mimic our\ntechnologies, offerings, or features or methods of operations. Even if\nwe do detect violations or misappropriations and decide to enforce our\nrights, litigation may be necessary toenforce our rights, and any\nenforcement efforts we undertake could be time-consuming and expensive,\ncould divert our management' attention, and may result in a court\ndetermining that certain of our intellectual property rights are\nunenforceable. If we fail to protect our intellectual property and data\nin a cost-effective and meaningful manner, our competitive standing\ncould be harmed; our Hosts, guests, other consumers, and corporate and\ncommunity partners could devalue the content of our platform; and our\nbrand, reputation, business, results of operations, and financial\ncondition could be materially adversely affected.\n\n*We have been, and may in the future be, subject to claims that we or\nothers violated certain third-party intellectual property rights, which,\neven where meritless, can be costly to defend and could materially\nadversely affect our business, results of operations, and financial\ncondition.*\n\nThe Internet and technology industries are characterized by significant\ncreation and protection of intellectual property rights and by frequent\nlitigation based on allegations of infringement, misappropriation, or\nother violations of such intellectual property rights. There may"}, {"title": "airbnb.txt", "text": "be\nintellectual property rights held by others, including issued or pending\npatents, trademarks, and copyrights, and applications of the foregoing,\nthat they allege cover significant aspects of our platform,\ntechnologies, content, branding, or business methods. Moreover,\ncompanies in the Internet and technology industries are frequent targets\nof practicing and non-practicing entities seeking to profit from\nroyalties in connection with grants of licenses. Like many other\ncompanies in the Internet and technology industries, we sometimes enter\ninto agreements which include indemnification provisions related to\nintellectual property which can subject us to costs and damages in the\nevent of a claim against an indemnified third party.\n\n41\n\nWe have received in the past, and may receive in the future,\ncommunications from third parties, including practicing and\nnon-practicing entities, claiming that we have infringed, misused, or\notherwise misappropriated their intellectual property rights, including\nalleged patent infringement. Additionally, we have been, and may in the\nfuture be, involved in claims, suits, regulatory proceedings, and other\nproceedings involving alleged infringement, misuse, or misappropriation\nof third-party intellectual property rights, or relating to our\nintellectual property holdings and rights. While a number of the\ninfringement claims raised against us have been based on our use or\nimplementation of third-party technologies for which those third parties\nhave been required to defend against the claims on our behalf and\nindemnify us from liability, intellectual property claims against us,\nregardless of merit, could be time consuming and expensive to litigate\nor settle, and could divert our management' attention and other\nresources.\n\nClaims involving intellectual property could subject us to significant\nliability for damages and could result in our having to stop using\ncertain technologies, content, branding, or business methods found to be\nin violation of another party' rights. We might be required or may opt\nto seek a license for rights to intellectual property held by others,\nwhich may not be available on commercially reasonable terms, or at all.\nEven if a license is available, we could be required to pay significant\nroyalties, which would increase our operating expenses. We may also be\nrequired to develop alternative non-infringing technology"}, {"title": "airbnb.txt", "text": ", content,\nbranding, or business methods, which could require significant effort\nand expense and make us less competitive. Any of these results could\nmaterially adversely affect our ability to compete and our business,\nresults of operations, and financial condition.\n\nWe may introduce new offerings or changes to existing offerings or make\nother business changes, including in areas where we currently do not\ncompete, which could increase our exposure to patent, copyright,\ntrademark, and other intellectual property rights claims from\ncompetitors, other practicing entities, and non-practicing entities.\nSimilarly, our exposure to risks associated with various intellectual\nproperty claims may increase as a result of acquisitions of other\ncompanies. Third parties may make infringement and similar or related\nclaims after we have acquired a company or technology that had not been\nasserted prior to the acquisition.\n\n*Our use of third party open source software and our open source\ncontributions could adversely affect our ability to offer or protect our\nplatform and services and subject us to costly litigation and other\ndisputes.*\n\nWe have in the past incorporated and may in the future incorporate\ncertain open source software into our code base as we continue to\ndevelop our platform and services. Open source software is licensed by\nits authors or owners under open source licenses, which in some\ninstances may subject us to certain unfavorable conditions, including\nrequirements that we offer our products that incorporate the open source\nsoftware for no cost, that we make publicly available the source code\nfor any modifications or derivative works we create based upon,\nincorporating or using the open source software, or that we license such\nmodifications or derivative works under the terms of the particular open\nsource license. In addition, the use of third-party open source software\ncould expose us to greater risks than the use of third-party commercial\nsoftware to the extent open-source licensors do not provide warranties\nor controls on the functionality or origin of the software equivalent to\nthose provided by third-party commercial software providers. We also\nlicense to others some of our software through open source projects.\nOpen sourcing our own software requires us to make the source code\npublicly available, and therefore can limit our ability to protect our\nintelle"}, {"title": "airbnb.txt", "text": "ctual property rights with respect to that software. From time to\ntime, companies that use open source software have faced claims\nchallenging the use of open source software or compliance with open\nsource license terms. Furthermore, there is an increasing number of\nopen-source software license types, almost none of which have been\ntested in a court of law, resulting in a dearth of guidance regarding\nthe proper legal interpretation of such licenses. We could be subject to\nsuits by parties claiming ownership of what we believe to be open source\nsoftware or claiming noncompliance with open source licensing terms.\n\nInadvertent use of open source software can occur in software\ndevelopment in the Internet and technology industries. Such inadvertent\nuse of open source software could expose us to claims of non-compliance\nwith the applicable terms of the underlying licenses, which could lead\nto unforeseen business disruptions, including being restricted from\noffering parts of our product which incorporate the software, being\nrequired to publicly release proprietary source code, being required to\nre-engineer parts of our code base to comply with license terms, or\nbeing required to extract the open source software at issue. Our\nexposure to these risks may be increased as a result of evolving our\ncore source code base, introducing new offerings, integrating\nacquired-company technologies, or making other business changes,\nincluding in areas where we do not currently compete. Any of the\nforegoing could adversely impact the value or enforceability of our\nintellectual property, and materially adversely affect our business,\nresults of operations, and financial condition.\n\n*We have operations in countries known to experience high levels of\ncorruption and any violation of anti-corruption laws could subject us to\npenalties and other adverse consequences.*\n\nWe are subject to anti-corruption laws and regulations including the\nU.S. Foreign Corrupt Practices Act (\"CPA\" and other laws in the United\nStates and elsewhere that prohibit improper payments or offers of\npayments to foreign governments and their officials, political parties,\nstate-owned or controlled enterprises, and/or private entities and\nindividuals for the purpose of obtaining or retaining business. We have\noperations in and deal with countries known to experience corruption.\nOur activities in these countries create the"}, {"title": "airbnb.txt", "text": "risk of unauthorized\npayments or offers of payments by one of our employees, contractors,\nagents, or users that could be in violation of various laws, including\nthe FCPA and anti-corruption and anti-bribery laws in these countries.\nWe have implemented policies, procedures, systems, and controls designed\nto ensure compliance with applicable laws and to discourage corrupt\npractices by our employees, consultants, and agents, and to identify and\naddress potentially impermissible transactions under such laws and\nregulations; however, our existing and future safeguards, including\ntraining and compliance programs to discourage corrupt practices by such\nparties, may not prove effective, and we cannot ensure that all such\nparties, including those that may be based in or from countries where\npractices that violate U.S. or other laws may be customary, will not\ntake actions in violation of our policies, for which we may be\nultimately responsible. Additional compliance requirements may require\nus to revise or expand our compliance programs, including the procedures\nwe use to monitor international and domestic transactions. Failure to\ncomply with any of these laws and regulations may result inextensive\ninternal or external investigations as well as significant financial\npenalties and reputational harm, which could materially adversely affect\nour business, results of operations, and financial condition.\n\n42\n\n*Any escalation or unexpected change in circumstances in the ongoing\nmilitary action between Russia and Ukraine, or sanctions, export\ncontrols, and similar measures in response to the conflict, could\nmaterially adversely affect our business, results of operations, and\nfinancial condition.*\n\nWe are actively monitoring the situation in Ukraine and assessing its\nimpact on our business. We have suspended all operations in Russia and\nBelarus and certain regions of Ukraine, which is not expected to have a\nmaterial impact on our operating results. However, any escalation in the\nconflict or unexpected change in circumstances could adversely impact\nthe demand for travel in the region or beyond and could have a material\nadverse impact on our business, results of operations, and financial\ncondition.\n\n*Our focus on the long-term best interests of our company and our\nconsideration of all of our stakeholders, including our Hosts, guests,\nthe communities in which we operate, employ"}, {"title": "airbnb.txt", "text": "ees, shareholders, and other\nstakeholders that we may identify from time to time, may conflict with\nshort- or medium-term financial interests and business performance,\nwhich may negatively impact the value of our Class A common stock.*\n\nWe believe that focusing on the long-term best interests of our company\nand our consideration of all of our stakeholders, including our Hosts,\nguests, the communities in which we operate, employees, shareholders,\nand other stakeholders we may identify from time to time, is essential\nto the long-term success of our company and to long-term shareholder\nvalue. Therefore, we have made decisions, and may in the future make\ndecisions, that we believe are in the long-term best interests of our\ncompany and our shareholders, even if such decisions may negatively\nimpact the short- or medium-term performance of our business, results of\noperations, and financial condition or the short- or medium-term\nperformance of our Class A common stock. Our commitment to pursuing\nlong-term value for the company and our shareholders, potentially at the\nexpense of short- or medium-term performance, may materially adversely\naffect the trading price of our Class A common stock,including by\nmaking owning our Class A common stock less appealing to investors who\nare focused on returns over a shorter time horizon. Our decisions and\nactions in pursuit of long-term success and long-term shareholder value,\nwhich may include changes to our platform to enhance the experience of\nour Hosts, guests, and the communities in which we operate, including by\nimproving the trust and safety of our platform, changes in the manner in\nwhich we deliver community support, investing in our relationships with\nour Hosts, guests, and employees, investing in and introducing new\nproducts and services, or changes in our approach to working with local\nor national jurisdictions on laws and regulations governing our\nbusiness, may not result in the long-term benefits that we expect, in\nwhich case our business, results of operations, and financial condition,\nas well as the trading price of our Class A common stock, could be\nmaterially adversely affected.\n\nRisks Related to Ownership of Our Class\u00a0 Common Stock\n\n*Our share price has been, and may continue to be, volatile, and the\nvalue of our Class A common stock may decline.*\n\nThe market price of our Class\u00a0 common stock has been, and may con"}, {"title": "airbnb.txt", "text": "tinue\nto be, volatile and could be subject to wide fluctuations in response to\nthe risk factors described in this Annual Report on Form 10-K, and\nothers beyond our control, including:\n\n\u2022actual or anticipated fluctuations in our revenue or other operating\nmetrics;\n\n\u2022our actual or anticipated operating performance and the operating\nperformance of our competitors;\n\n\u2022changes in the financial projections we provide to the public or our\nfailure to meet these projections;\n\n\u2022failure of securities analysts to initiate or maintain coverage of us,\nchanges in financial estimates by any securities analysts who follow our\ncompany, or our failure to meet the estimates or the expectations of\ninvestors;\n\n\u2022any major change in our board of directors, management, or key\npersonnel;\n\n\u2022the economy as a whole and market conditions in our industry;\n\n\u2022rumors and market speculation involving us or other companies in our\nindustry;\n\n\u2022announcements by us or our competitors of significant innovations, new\nproducts, services, features, integrations, or capabilities,\nacquisitions, strategic investments, partnerships, joint ventures, or\ncapital commitments;\n\n\u2022the legal and regulatory landscape and changes in the application of\nexisting laws or adoption of new laws that impact our business, Hosts,\nand/or guests, including changes in short-term occupancy and tax laws;\n\n\u2022legal and regulatory claims, litigation, or pre-litigation disputes and\nother proceedings;\n\n\u2022the COVID-19 pandemic and its impact on the travel and accommodations\nindustries;\n\n\u2022other events or factors, including those resulting from war, incidents\nof terrorism, or responses to these events; and\n\n\u2022sales or expected sales of our Class\u00a0 common stock by us, our officers,\ndirectors, principal stockholders, and employees.\n\nIn addition, stock markets, and the trading of travel companies'and\ntechnology companies'stocks in particular, have experienced significant\nprice and volume fluctuations that have affected and continue to affect\nthe market prices of equity securities of many companies. Stock prices\nof many companies, including travel companies and technology companies,\nhave fluctuated in a manner often unrelated to the operating performance\nof those companies. These fluctuations may be even more pronounced in\nthe trading market for our Class\u00a0 common stock following our recent\ninitial public offering as a result of the supply and de"}, {"title": "airbnb.txt", "text": "mand forces for\nnewly public companies. In the past, stockholders have instituted\nsecurities class action litigation following periods of stock\nvolatility. If we were to become involved in securities litigation, it\ncould subject us to substantial costs, divert resources and the\nattention of management from our business, and materially adversely\naffect our business, results of operations, and financial condition.\n\n*The multi-series structure of our common stock has the effect of\nconcentrating voting control with certain holders of our common stock,\nincluding our directors, executive officers, and 5% stockholders, and\ntheir respective affiliates, who held in the aggregate 92.1% of the\nvoting power of our capital stock as of December\u00a01, 2022. This ownership\nwill limit or preclude other stockholders'ability to influence corporate\nmatters, including the election of directors, amendments of our\norganizational documents, and any merger, consolidation, sale of all or\nsubstantially all of our assets, or other major corporate transaction\nrequiring stockholder approval.*\n\n43\n\nOur Class A common stock has one vote per share, our Class B common\nstock has 20 votes per share, our Class C common stock has no votes per\nshare, and our Class H common stock has no votes per share. As of\nDecember\u00a01, 2022, the holders of our outstanding Class B common stock\nbeneficially owned 34.8% of our outstanding capital stock and held 91.6%\nof the voting power of our outstanding capital stock, with our\ndirectors, executive officers, and holders of more than 5% of our common\nstock, and their respective affiliates, beneficially owning 38.5% of our\noutstanding capital stock and holding 92.1% of the voting power of our\noutstanding capital stock. Because of the 20-to-one voting ratio between\nour Class\u00a0 and Class\u00a0 common stock, the holders of our Class\u00a0 common\nstock collectively continue to control a significant percentage of the\ncombined voting power of our common stock and therefore are able to\ncontrol all matters submitted to our stockholders for approval until all\nsuch outstanding shares of Class\u00a0 common stock have converted into\nshares of our Class A common stock. Furthermore, our founders, who\ncollectively held 73.9% of the voting power of our outstanding capital\nstock as of December\u00a01, 2022, are party to a Voting Agreement under\nwhich each founder and his affiliates and certain other entiti"}, {"title": "airbnb.txt", "text": "es agree\nto vote their shares for the election of each individual founder to our\nboard of directors. We and each of our founders are party to a\nNominating Agreement under which we and the founders are required to\ntake certain actions to include the founders in the slate of nominees\nnominated by our board of directors for the applicable class of\ndirectors, include them in our proxy statement, and solicit proxies or\nconsents in favor of electing each founder to our board of directors.\nThis concentrated control will limit or preclude your ability to\ninfluence corporate matters for the foreseeable future, including the\nelection of directors, amendments of our organizational documents, and\nany merger, consolidation, sale of all or substantially all of our\nassets, or other major corporate transaction requiring stockholder\napproval. In addition, this may prevent or discourage unsolicited\nacquisition proposals or offers for our capital stock that stockholders\nmay believe are in their best interest.\n\nFuture transfers by holders of Class\u00a0 common stock will generally result\nin those shares converting to Class\u00a0 common stock, subject to limited\nexceptions, such as certain transfers effected forestate planning\npurposes or transfers among our founders, if all of our founders agree\nto such transfers. Each share of our Class B common stock is convertible\nat any time at the option of the Class B holder into one share of Class\nA common stock. The conversion of Class\u00a0 common stock to Class\u00a0 common\nstock will have the effect, over time, of increasing the relative voting\npower of those holders of Class\u00a0 common stock who retain their shares in\nthe long term. As a result, it is possible that one or more of the\npersons or entities holding our Class\u00a0 common stock could gain\nsignificant voting control as other holders of Class\u00a0 common stock sell\nor otherwise convert their shares into Class\u00a0 common stock. In addition,\nthe conversion of Class B common stock to Class A common stock would\ndilute holders of Class A common stock in terms of voting power within\nthe Class\u00a0 common stock. In addition, any future issuances of common\nstock would be dilutive to holders of Class\u00a0 common stock. For example,\nbecause our Class C common stock carries no voting rights (except as\notherwise required by law), if we issue Class C common stock in the\nfuture, the holders of Class B common stock may be able t"}, {"title": "airbnb.txt", "text": "o elect all of\nour directors and to determine the outcome of most matters submitted to\na vote of our stockholders for a longer period of time than would be the\ncase if we issued Class A common stock rather than Class C common stock\nin such transactions. Further, each outstanding share of Class H common\nstock will convert into a share of Class A common stock on a\nshare-for-share basis upon the sale of such share of Class H common\nstock to any person or entity that is not our subsidiary, which would\ndilute holders of Class A common stock in terms of voting power within\nthe Class A common stock.\n\n*Our multi-series structure may have a material adverse effect on the\nmarket price of our Class\u00a0 common stock.*\n\nOur multi-series structure may result in a lower or more volatile market\nprice of our Class\u00a0 common stock, in adverse publicity, or other adverse\nconsequences. For example, certain index providers, such as S&P Dow\nJones, have announced restrictions on including companies with\nmultiple-class share structures in certain of their indices, including\nthe S&P 500. Accordingly, the multi-series structure of our common stock\nmakes us ineligible for inclusion in certain indices and, as a result,\nmutual funds, exchange-traded funds, and other investment vehicles that\nattempt to passively track those indices may not invest in our Class\u00a0\ncommon stock. These policies are relatively new and it is unclear what\neffect, if any, they will have on the valuations of publicly-traded\ncompanies excluded from such indices, but it is possible that they may\ndepress valuations, as compared to similar companies that are included.\nBecause of the multi-class structure of our common stock, we will likely\nbe excluded from certain indices and we cannot assure that other stock\nindices will not take similar actions. Given the sustained flow of\ninvestment funds into passive strategies that seek to track certain\nindices, exclusion from certain stock indices would likely preclude\ninvestment by many of these funds and could make our Class\u00a0 common stock\nless attractive to other investors. As a result, the market price of our\nClass\u00a0 common stock could be adversely affected.\n\n*Future sales of our common stock in the public market could cause our\nshare price to fall.*\n\nSales of a substantial number of shares of our common stock in the\npublic market, or the perception that these sales might occur in l"}, {"title": "airbnb.txt", "text": "arge\nquantities, could cause the market price of our Class\u00a0 common stock to\ndecline and could impair our ability to raise capital through the sale\nof additional equity securities. As of December\u00a01, 2022, we had\n408,288,511 shares of Class\u00a0 common stock outstanding, 222,694,817\nshares of Class\u00a0 common stock outstanding, no shares of Class C common\nstock outstanding, and 9,200,000 shares of Class H common stock\noutstanding.\n\nCertain holders of shares of our common stock, options to purchase\nshares of our common stock, and warrants to purchase shares of our\ncommon stock have rights, subject to some conditions, to require us to\nfile registration statements for the public resale of the Class A common\nstock issuable upon conversion of such shares or to include such shares\nin registration statements that we may file for us or other\nstockholders. Any registration statement we file to register additional\nshares, whether as a result of registration rights or otherwise, could\ncause the market price of our Class A common stock to decline or be\nvolatile.\n\nFurther, as of December\u00a01, 2022, we had 22.0 million options outstanding\nand 34.4 million shares of Class\u00a0 common stock issuable upon vestingof\noutstanding RSUs, which have been registered on Form S-8 under the\nSecurities Act. These shares can be freely sold in the public market\nupon issuance, subject to applicable vesting requirements, compliance by\naffiliates with Rule 144, and other restrictions provided under the\nterms of the applicable plan and/or the award agreements entered into\nwith participants. In addition, we filed a registration statement and\nmay in the future file registration statements covering shares of our\ncommon stock issued pursuant to our equity incentive plans permitting\nthe resale of such shares by non-affiliates in the public market without\nrestriction under the Securities Act and the sale by affiliates in the\npublic market subject to compliance with the resale provisions of Rule\n144.\n\n44\n\nSales, short sales, or hedging transactions involving our equity\nsecurities, whether or not we believe them to be prohibited, could\nadversely affect the price of our Class\u00a0 common stock.\n\nIn November 2020, we issued 9,200,000 shares of our Class H common stock\nto our Host Endowment Fund and we have announced our intention to donate\n400,000 shares of our Class A common stock to a charitable foundation,\neach of w"}, {"title": "airbnb.txt", "text": "hich has resulted or will result in substantial dilution to our\nexisting stockholders. We may issue our shares of common stock or\nsecurities convertible into our common stock from time to time in\nconnection with financings, acquisitions, investments, or otherwise. Any\nsuch issuance and any issuance of Class A common stock upon the\nconversion of Class B or Class H common stock could result in\nsubstantial dilution to our existing stockholders and cause the trading\nprice of our Class\u00a0 common stock to decline. See also our risk factor\ntitled \"---Future sales and issuances of our Class A common stock or\nrights to purchase our Class A common stock, including pursuant to our\nequity incentive plans, or other equity securities or securities\nconvertible into our Class A common stock, could result in additional\ndilution of the percentage ownership of our stockholders and could cause\nthe stock price of our Class A common stock to decline.\"\n\n*We cannot guarantee that our share repurchase program will be utilized\nto the full value approved or that it will enhance long-term stockholder\nvalue.*\n\nIn August 2022, our Board authorized a share repurchase program\nauthorizing the purchase of up to \\$2.0billion of our Class A common\nstock at management' discretion. During 2022, we repurchased 13.8\nmillion shares of common stock for \\$1.5 billion. Share repurchases may\nbe made through a variety of methods, which may include open market\npurchases, privately negotiated transactions, block trades or\naccelerated share repurchase transactions or by any combination of such\nmethods. Any such repurchases will be made from time to time subject to\nmarket and economic conditions, applicable legal requirements and other\nrelevant factors. The manner, timing and amount of any share repurchases\nmay fluctuate and will be determined by us based on a variety of\nfactors, including the market price of our common stock, our priorities\nfor the use of cash to support our business operations and plans,\ngeneral business and market conditions, tax laws, and alternative\ninvestment opportunities, all of which may be further impacted by\nmacroeconomic conditions and factors, including rising interest rates,\nand inflation, global conflicts, and the ongoing COVID-19 pandemic. Our\nshare repurchase program authorization does not have an expiration date\nnor does it obligate us to acquire any specific number or doll"}, {"title": "airbnb.txt", "text": "ar value\nof shares. Our share repurchase program may be modified, suspended or\nterminated at any time, which may result in a decrease in the trading\nprices of our common stock. Additionally, the Inflation Reduction Act of\n2022 introduced a 1% excise tax on share repurchases, which would\nincrease the costs associated with repurchasing shares of our common\nstock. Even if our share repurchase program is fully implemented, it may\nnot enhance long-term stockholder value or may not prove to be the best\nuse of our cash. Share repurchases could have an impact on our share\ntrading prices, increase the volatility of the price of our common\nstock, or reduce our available cash balance such that we will be\nrequired to seek financing to support our operations.\n\n*Under our restated certificate of incorporation, we are authorized to\nissue 2,000,000,000\u00a0hares of Class C common stock. Any future issuance\nof Class C common stock may have the effect of further concentrating\nvoting control in our Class B common stock, including the Class B common\nstock held by our founders,* *and may discourage potential acquisitions\nof our business, and could have an adverse effect on the trading price\nof our Class Acommon stock.*\n\nUnder our restated certificate of incorporation, we are authorized to\nissue 2,000,000,000\u00a0hares of Class C common stock. Although we have no\ncurrent plans to issue any shares of Class C common stock, we may in the\nfuture issue shares of Class C common stock for a variety of corporate\npurposes, including financings, acquisitions, investments, and equity\nincentives to our employees, consultants, and directors. Our authorized\nbut unissued shares of Class C common stock are available for issuance\nwith the approval of our board of directors without stockholder\napproval, except as may be required by the Listing Rules of The Nasdaq\nStock Market LLC (\"asdaq\". Because the Class C common stock carries no\nvoting rights (except as otherwise required by law), is not convertible\ninto any other capital stock, and is not listed for trading on an\nexchange or registered for sale with the SEC, shares of Class C common\nstock may be less liquid and less attractive to any future recipients of\nthese shares than shares of Class A common stock, although we may seek\nto list the Class C common stock for trading and register shares of\nClass C common stock for sale in the future. In addition, b"}, {"title": "airbnb.txt", "text": "ecause our\nClass C common stock carries no voting rights (except as otherwise\nrequired by law), if we issue shares of Class C common stock in the\nfuture, the holders of our Class B common stock, including our founders\nwho are parties to a Nominating Agreement and a Voting Agreement, may be\nable to elect all of our directors and to determine the outcome of most\nmatters submitted to a vote of our stockholders for a longer period of\ntime than would be the case if we issued Class A common stock rather\nthan Class C common stock in such transactions. This concentrated\ncontrol could delay, defer, or prevent a change of control, merger,\nconsolidation, takeover, or other business combination involving us that\nstockholders may otherwise support, and could allow us to take actions\nthat some of our stockholders do not view as beneficial, which could\nreduce the trading price of our Class A common stock. Furthermore, this\nconcentrated control could also discourage a potential investor from\nacquiring our Class A common stock due to the limited voting power of\nsuch stock relative to the Class B common stock and might harm the\ntrading price of our Class A common stock. In addition, if we issue\nshares of Class C common stock in the future, such issuances would have\na dilutive effect on the economic interests of our Class A and Class B\ncommon stock. Any such issuance of Class C common stock could also cause\nthe trading price of our Class A common stock to decline.\n\n*If securities or industry analysts do not publish research or publish\nunfavorable research about our business, our stock price and trading\nvolume could decline.*\n\nThe trading market for our Class\u00a0 common stock is influenced by the\nresearch and reports that industry or securities analysts publish about\nus or our business. If one or more of these analysts ceases coverage of\nour company or fails to publish reports on us regularly, we could lose\nvisibility in the financial markets, which in turn could cause our stock\nprice or trading volume to decline. Moreover, if our operating results\ndo not meet the expectations of the investor community, one or more of\nthe analysts who cover our company may change their recommendations\nregarding our company, and our stock price could decline.\n\n45\n\n*Future sales and issuances of our Class\u00a0 common stock or rights to\npurchase our Class\u00a0 common stock, including pursuant to our equity\ni"}, {"title": "airbnb.txt", "text": "ncentive plans, or other equity securities or securities convertible\ninto our Class\u00a0 common stock, could result in additional dilution of the\npercentage ownership of our stockholders and could cause the stock price\nof our Class\u00a0 common stock to decline.*\n\nIn the future, we may sell Class\u00a0 common stock, other series of common\nstock, convertible securities, or other equity securities, including\npreferred securities, in one or more transactions at prices and in a\nmanner we determine from time to time. We also expect to issue Class\u00a0\ncommon stock to employees, consultants, and directors pursuant to our\nequity incentive plans. If we sell Class\u00a0 common stock, other series of\ncommon stock, convertible securities, or other equity securities in\nsubsequent transactions, or Class\u00a0 common stock or Class\u00a0 common stock\nis issued pursuant to equity incentive plans, investors may be\nmaterially diluted. New investors in subsequent transactions could gain\nrights, preferences, and privileges senior to those of holders of our\nClass\u00a0 common stock.\n\nIn addition, we made an initial contribution of 9,200,000 newly-issued\nshares of Class H common stock to the Host Endowment Fund in November\n2020 and may inour discretion make additional contributions of Class H\ncommon stock in the future, and any future issuances of Class H common\nstock would be dilutive to holders of Class A common stock. However, it\nis our current intent that the total number of shares contributed to the\nHost Endowment Fund by us, when aggregated with any prior contributions,\nwill not exceed 2% of our total shares outstanding at the time of any\nfuture contribution. We have also announced our intention to donate\n400,000 shares of our Class A common stock to a charitable foundation.\n\n*We do not intend to pay dividends for the foreseeable future.\nConsequently, any gains from an investment in our Class\u00a0 common stock\nwill likely depend on whether the price of our Class\u00a0 common stock\nincreases.*\n\nWe have only paid one dividend in our history and do not intend to pay\nany dividends on our Class\u00a0 common stock in the foreseeable future. We\nanticipate that we will retain all of our future earnings for use in the\noperation and growth of our business and for general corporate purposes.\nAny determination to pay dividends in the future will be at the\ndiscretion of our board of directors. Accordingly, investors must rely\non sales"}, {"title": "airbnb.txt", "text": "of their Class\u00a0 common stock after price appreciation, which\nmay never occur, as the only way to realize any future gains on their\ninvestments. Furthermore, our Credit Agreement contains negative\ncovenants that limit our ability to pay dividends. For more information,\nsee the section titled \"anagement' Discussion and Analysis of Financial\nCondition and Results of Operations\u00a0---Liquidity and Capital Resources.\"\n\n*Anti-takeover provisions contained in our restated certificate of\nincorporation and amended and restated bylaws, as well as provisions of\nDelaware law, could impair a takeover attempt.*\n\nOur restated certificate of incorporation and amended and restated\nbylaws contain and Delaware law contains provisions which could have the\neffect of rendering more difficult, delaying, or preventing an\nacquisition deemed undesirable by our board of directors. These\nprovisions provide for the following:\n\n\u2022a multi-series structure which provides our holders of Class B common\nstock with the ability to significantly influence the outcome of matters\nrequiring stockholder approval, even if they own significantly less than\na majority of the shares of our outstanding Class\u00a0 common stock, Class\u00a0\ncommon stock, Class C common stock, and Class H common stock;\n\n\u2022a classified board of directors with three-year staggered terms, who\ncan only be removed for cause, which may delay the ability of\nstockholders to change the membership of a majority of our board of\ndirectors;\n\n\u2022no cumulative voting in the election of directors, which limits the\nability of minority stockholders to elect director candidates;\n\n\u2022the exclusive right of our board of directors to set the size of the\nboard of directors and to elect a director to fill a vacancy, however\noccurring, including by an expansion of the board of directors, which\nprevents stockholders from being able to fill vacancies on our board of\ndirectors;\n\n\u2022the ability of our board of directors to authorize the issuance of\nshares of preferred stock and to determine the price and other terms of\nthose shares, including voting or other rights or preferences, without\nstockholder approval, which could be used to significantly dilute the\nownership of a hostile acquiror;\n\n\u2022the ability of our board of directors to alter our amended and restated\nbylaws without obtaining stockholder approval;\n\n\u2022in addition to our board of director' ability to adopt, amend,"}, {"title": "airbnb.txt", "text": "or\nrepeal our amended and restated bylaws, our stockholders may adopt,\namend, or repeal our amended and restated bylaws only with the\naffirmative vote of the holders of at least 66 2/3% of the voting power\nof all our then-outstanding shares of capital stock;\n\n\u2022the required approval of (i)\u00a0t least 66 2/3% of the voting power of the\noutstanding shares of capital stock entitled to vote generally in the\nelection of directors, voting together as a single class, to adopt,\namend, or repeal certain provisions of our restated certificate of\nincorporation and (ii)\u00a0or so long as any shares of Class B common stock\nare outstanding, the holders of at least 80% of the shares of Class B\ncommon stock outstanding at the time of such vote, voting as a separate\nseries, to adopt, amend, or repeal certain provisions of our restated\ncertificate of incorporation;\n\n\u2022the ability of stockholders to act by written consent only as long as\nholders of our Class B common stock hold at least 50% of the voting\npower of our capital stock;\n\n\u2022the requirement that a special meeting of stockholders may be called\nonly by an officer of our company pursuant to a resolution adopted by a\nmajority of our board of directors then in office or the chairperson of\nour board;\n\n\u2022advance notice procedures that stockholders must comply with in order\nto nominate candidates to our board of directors or to propose matters\nto be acted upon at a stockholders'meeting, which may discourage or\ndeter a potential acquiror from conducting a solicitation of proxies to\nelect the acquiror' own slate of directors or otherwise attempting to\nobtain control of us; and\n\n\u2022the limitation of liability of, and provision of indemnification to,\nour directors and officers.\n\nThese provisions, alone or together, could delay or prevent hostile\ntakeovers and changes in control or changes in our management.\n\nAs a Delaware corporation, we are also subject to provisions of Delaware\nlaw, including Section\u00a003 of the General Corporation Law of the State of\nDelaware (the \"elaware General Corporation Law\", which prevents some\nstockholders holding more than 15% of our outstanding\n\n46\n\ncommon stock from engaging in certain business combinations without\napproval of the holders of substantially all of our outstanding common\nstock.\n\nAny provision of our certificate of incorporation, bylaws or Delaware\nlaw that has the effect of delaying or deterring a c"}, {"title": "airbnb.txt", "text": "hange in control\ncould limit the opportunity for our stockholders to receive a premium\nfor their shares of our common stock, and could also affect the price\nthat some investors are willing to pay for our common stock.\n\n*Claims for indemnification by our directors and officers may reduce our\navailable funds to satisfy successful third-party claims against us and\nmay reduce the amount of money available to us.*\n\nOur restated certificate of incorporation and amended and restated\nbylaws provide that we will indemnify our directors and officers who are\nor are threatened to be made a party to or otherwise involved in an\naction, suit or proceeding by reason of the fact of their service to the\ncompany, in each case to the fullest extent permitted by Delaware law.\n\nIn addition, as permitted by Section\u00a045 of the Delaware General\nCorporation Law, our amended and restated bylaws and/or our\nindemnification agreements that we have entered or intend to enter into\nwith our directors and officers and certain other employees provide\nthat:\n\n\u2022we will indemnify our directors and officers to the fullest extent\npermitted by Delaware law. Delaware law provides that a corporation may\nindemnify such personif such person acted in good faith and in a manner\nsuch person reasonably believed to be in or not opposed to the best\ninterests of the registrant and, with respect to any criminal\nproceeding, had no reasonable cause to believe such person' conduct was\nunlawful;\n\n\u2022under certain circumstances we are required to advance expenses, as\nincurred, to our directors and officers in connection with defending a\nproceeding in advance of its final disposition, except that our\nobligation to provide advancement to such directors or officers is\ncontingent upon their agreement to repay such advances if it is\nultimately determined that such person is not entitled to\nindemnification;\n\n\u2022we may, in our discretion, (i) indemnify employees and agents in those\ncircumstances where indemnification is permitted by applicable law, and\n(ii) advance expenses, as incurred, to our employees and agents in\nconnection with defending a proceeding in advance of its final\ndisposition, contingent on such employees'or agents'agreement to repay\nsuch advances if it is ultimately determined that such person is not\nentitled to indemnification;\n\n\u2022we are bound by any existing indemnification agreements for employees\nor agents;"}, {"title": "airbnb.txt", "text": "\u2022the rights conferred in our amended and restated bylaws are not\nexclusive, and we are authorized to enter into indemnification\nagreements with our directors, officers, employees, and agents and to\nobtain insurance to indemnify such persons; and\n\n\u2022we may not retroactively amend or repeal our amended and restated\nbylaws to reduce our indemnification or advancement obligations relating\nto any act or omission occurring prior to the time of such amendment or\nrepeal.\n\nWhile we have procured directors'and officers'liability insurance\npolicies, such insurance policies may not be available to us in the\nfuture at a reasonable rate, may not cover all potential claims for\nindemnification, and may not be adequate to indemnify us for all\nliability that may be imposed.\n\n*Our restated certificate of incorporation and amended and restated\nbylaws provide for an exclusive forum in the Court of Chancery of the\nState of Delaware for certain disputes between us and our stockholders,\nand that the federal district courts of the United States will be the\nexclusive forum for the resolution of any complaint asserting a cause of\naction under the Securities Act.*\n\nOur restated certificate of incorporation and amended and restated\nbylaws provide, that:\u00a0i) unless we consent in writing to the selection\nof an alternative forum, the Court of Chancery of the State of Delaware\n(or, if such court does not have subject matter jurisdiction thereof,\nthe federal district court of the State of Delaware) will, to the\nfullest extent permitted by law, be the sole and exclusive forum for:\n(A) any derivative action or proceeding brought on behalf of the\ncompany, (B) any action asserting a claim for or based on a breach of a\nfiduciary duty owed by any of our current or former director, officer,\nother employee, agent, or stockholder to the company or our\nstockholders, including without limitation a claim alleging the aiding\nand abetting of such a breach of fiduciary duty, (C) any action\nasserting a claim against the company or any of our current or former\ndirector, officer, employee, agent, or stockholder arising pursuant to\nany provision of the Delaware General Corporation Law or our certificate\nof incorporation or bylaws or as to which the Delaware General\nCorporation Law confers jurisdiction on the Court of Chancery of the\nState of Delaware, or (D) any action asserting a claim related to or\ninvolving"}, {"title": "airbnb.txt", "text": "the company that is governed by the internal affairs doctrine;\n(ii) unless we consent in writing to the selection of an alternative\nforum, the federal district courts of the United States will, to the\nfullest extent permitted by law, be the sole and exclusive forum for the\nresolution of any complaint asserting a cause of action arising under\nthe Securities Act, and the rules and regulations promulgated\nthereunder; (iii) any person or entity purchasing or otherwise acquiring\nor holding any interest in shares of capital stock of the company will\nbe deemed to have notice of and consented to these provisions; and (iv)\nfailure to enforce the foregoing provisions would cause us irreparable\nharm, and we will be entitled to equitable relief, including injunctive\nrelief and specific performance, to enforce the foregoing provisions.\nNothing in our restated certificate of incorporation or amended and\nrestated bylaws precludes stockholders that assert claims under the\nSecurities Exchange Act of 1934, as amended (the \"xchange Act\", from\nbringing such claims in federal court to the extent that the Exchange\nAct confers exclusive federal jurisdiction over such claims, subject to\napplicable law.We believe these provisions may benefit us by providing increased\nconsistency in the application of Delaware law and federal securities\nlaws by chancellors and judges, as applicable, particularly experienced\nin resolving corporate disputes, efficient administration of cases on a\nmore expedited schedule relative to other forums and protection against\nthe burdens of multi-forum litigation. If a court were to find the\nchoice of forum provision that is contained in our restated certificate\nof incorporation or amended and restated bylaws to be inapplicable or\nunenforceable in an action, we may incur additional costs associated\nwith resolving such action in other jurisdictions, which could\nmaterially adversely affect our business, results of operations, and\nfinancial condition. For example, Section 22 of the Securities Act\ncreates concurrent jurisdiction for federal and state courts over all\nsuits brought to enforce any duty or liability created by the Securities\nAct or the rules and\n\n47\n\nregulations thereunder. Accordingly, there is uncertainty as to whether\na court would enforce such a forum selection provision as written in\nconnection with claims arising under the Securities Act.\n\nThe"}, {"title": "airbnb.txt", "text": "choice of forum provisions may limit a stockholder' ability to bring\na claim in a judicial forum that it finds favorable for disputes with us\nor any of our current or former directors, officers, other employees,\nagents, or stockholders of the company, which may discourage such claims\nagainst us or any of our current or former directors, officers, other\nemployees, agents, or stockholder of the company and result in increased\ncosts for investors to bring a claim.\n\nGeneral Risk Factors\n\n*The value of our marketable securities could decline, which could\nadversely affect our results of operations and financial condition.*\n\nOur marketable securities portfolio includes various holdings, types,\nand maturities. Market values of these investments can be adversely\nimpacted by various factors, including liquidity in the underlying\nsecurity, credit deterioration, the financial condition of the credit\nissuer, foreign exchange rates, and changes in interest rates. Our\nmarketable securities, which we consider highly-liquid investments, are\nclassified as available-for-sale and are recorded on our consolidated\nbalance sheets at their estimated fair value. Unrealized gains and\nlosses on available-for-sale debt securities are reported as a component\nof accumulated other comprehensive income (loss) in stockholders'equity\n(deficit). Realized gains and losses and other than-temporary\nimpairments are reported within other income (expense), net in the\nconsolidated statements of operations. Our marketable equity securities\nwith readily determinable fair values are measured at fair value on a\nrecurring basis with changes in fair value recognized within other\nincome (expense), net in the consolidated statements of operations.\n\nIf the fair value of our marketable equity securities declines, our\nearnings will be reduced or losses will be increased. Furthermore, our\ninterest income from cash, cash equivalents, and our marketable\nsecurities are impacted by changes in interest rates, and a decline in\ninterest rates would adversely impact our interest income.\n\n*We are subject to rules and regulations established by the SEC and\nNasdaq regarding our internal control over financial reporting. We may\nnot complete needed improvements to our internal control over financial\nreporting in a timely manner, or these internal controls may not be\ndetermined to be effective, which may adversely affect in"}, {"title": "airbnb.txt", "text": "vestor\nconfidence in our company and, as a result, the value of our Class\u00a0\ncommon stock and your investment.*\n\nAs a public reporting company, we are subject to the rules and\nregulations established by the SEC and Nasdaq. These rules and\nregulations require, among other things, that we establish and\nperiodically evaluate procedures with respect to our internal control\nover financial reporting. Reporting obligations as a public company are\nlikely to place a considerable strain on our financial and management\nsystems, processes and controls, as well as on our personnel, including\nsenior management. In addition, as a public company, we are required to\ndocument and test our internal control over financial reporting pursuant\nto Section\u00a004 of the Sarbanes-Oxley Act so that our management can\ncertify as to the effectiveness of our internal control over financial\nreporting. In support of such certifications, we were required to\ndocument and make significant changes and enhancements, including hiring\nadditional personnel, to our internal control over financial reporting.\nLikewise, our independent registered public accounting firm provided an\nattestation report on the effectiveness of our internal control over\nfinancial reporting. We anticipate to continue investing significant\nresources to enhance and maintain our financial and managerial controls,\nreporting systems, and procedures.\n\nIf our management is unable to certify the effectiveness of our internal\ncontrols, our independent registered public accounting firm is unable to\nexpress an unqualified opinion on the effectiveness of our internal\ncontrol over financial reporting, we identify or fail to remediate\nmaterial weaknesses in our internal controls, or we do not effectively\nor accurately report our financial performance to the appropriate\nregulators on a timely basis, we could be subject to regulatory scrutiny\nand a loss of investor confidence, which could significantly harm our\nreputation and our stock price, and materially adversely affect our\nbusiness, results of operations, and financial condition.\n\n*The failure to successfully implement and maintain accounting systems\ncould materially adversely impact our business, results of operations,\nand financial condition.*\n\nWe occasionally implement, modify, retire and change our accounting\nsystems. For example, we are in the process of implementing a new\ncloud-based"}, {"title": "airbnb.txt", "text": "enterprise resource planning system in 2023. Such\ntransformations involve risk inherent in the conversion to a new system,\nincluding loss of information and potential disruption to normal\noperations. These changes to our information technology systems may be\ndisruptive, take longer than desired, be more expensive than\nanticipated, be distracting to management, or fail, causing our business\nand results of operations to suffer materially. Additionally, if our\nrevenue and other accounting or tax systems do not operate as intended\nor do not scale with anticipated growth in our business, the\neffectiveness of our internal control over financial reporting could be\nadversely affected. Any failure to develop, implement, or maintain\neffective internal controls related to our revenue and other accounting\nor tax systems and associated reporting could materially adversely\naffect our business, results of operations, and financial condition or\ncause us to fail to meet our reporting obligations. In addition, if we\nexperience interruptions in service or operational difficulties with our\nrevenue and other accounting or tax systems, our business, results of\noperations, and financial condition could be materially adversely\naffected.\n\n*Our results of operations and financial condition could be materially\nadversely affected by changes in accounting principles.*\n\nThe accounting for our business is subject to change based on the\nevolution of our business model, interpretations of relevant accounting\nprinciples, enforcement of existing or new regulations, and changes in\npolicies, rules, regulations, and interpretations, of accounting and\nfinancial reporting requirements of the SEC or other regulatory\nagencies. Adoption of a change in accounting principles or\ninterpretations could have a significant effect on our reported results\nof operations and could affect the reporting of transactions completed\nbefore the adoption of such change. It is difficult to predict the\nimpact of future changes to accounting principles and accounting\npolicies over financial reporting, any of which could adversely affect\nour results of operations and financial condition and could require\nsignificant investment in systems and personnel.\n\n48\n\n*Avoiding regulation under the Investment Company Act may adversely\naffect our operations.*\n\nThe Investment Company Act of 1940, as amended (the \"nvestment Company\nAct\""}, {"title": "airbnb.txt", "text": ", contains substantive legal requirements that regulate the manner\nin which \"nvestment companies\"are permitted to conduct their business\nactivities. We currently conduct, and intend to continue to conduct, our\noperations so that neither we nor any of our subsidiaries are required\nto register as an investment company under the Investment Company Act.\nWe are not engaged primarily, nor do we hold ourselves out as being\nengaged primarily, in the business of investing, reinvesting, or trading\nin securities, and neither do we intend to own investment securities\nwith a combined value in excess of 40% of the value, as determined by\nour board of directors, of our total assets, exclusive of U.S.\ngovernment securities and cash items, on an unconsolidated basis. We do,\nhowever, make minority investments in companies and acquire other\nfinancial instruments from time to time that may be deemed investment\nsecurities. We expect to conduct our operations such that the value of\nthose investments will not rise to a level where we might be deemed an\ninvestment company, but there can be no assurances that we will be\nsuccessful in maintaining the required ratios without taking actions\nthat may adverselyaffect our operations. For example, to avoid being\ndeemed an investment company we may be required to sell certain of our\nassets and pay significant taxes upon the sale or transfer of such\nassets, which may have a material adverse effect on our business,\nresults of operations, and financial condition.\n\nItem 1B. Unresolved Staff Comments\n\nNone.\n\nItem 2. Properties\n\nWe are headquartered in San Francisco, California, where we have lease\ncommitments for approximately 924,000 square feet, including\napproximately 616,000 square feet offered for sublease, across multiple\nbuildings.\n\nAs of December\u00a01, 2022, we leased office facilities totaling\napproximately 1.6 million square feet in multiple locations in the\nUnited States and internationally. As a result of the pandemic' impact\non the working environment, in April 2022, we announced our Live and\nWork Anywhere policy. This policy allows for the vast majority of our\nemployees to work remotely on a permanent basis. Where we ceased using\noffice space, we have either terminated, subleased, or offered for\nsublease. See Note 17, *Restructuring* to our consolidated financial\nstatements included elsewhere in this Annual Report on Form 10-K. We\nbe"}, {"title": "airbnb.txt", "text": "lieve our facilities are adequate and suitable for our current needs.\n\nItem 3. Legal Proceedings\n\nWe are currently involved in, and may in the future be involved in,\nlegal proceedings, claims, and government investigations in the ordinary\ncourse of business. These include proceedings, claims, and\ninvestigations relating to, among other things, regulatory matters,\ncommercial matters, intellectual property, competition, tax, employment,\npricing, discrimination, consumer rights, personal injury, and property\nrights. See Note 12, *Commitments and Contingencies* --Legal and\nRegulatory Matters to our consolidated financial statements included\nelsewhere in this Annual Report on Form 10-K.\n\nDepending on the nature of the proceeding, claim, or investigation, we\nmay be subject to monetary damage awards, fines, penalties, or\ninjunctive orders. Furthermore, the outcome of these matters could\nmaterially adversely affect our business, results of operations, and\nfinancial condition. The outcomes of legal proceedings, claims, and\ngovernment investigations are inherently unpredictable and subject to\nsignificant judgment to determine the likelihood and amount of loss\nrelated to such matters. While it is not possible to determine the\noutcomes, we believe based on our current knowledge that the resolution\nof all such pending matters will not, either individually or in the\naggregate, have a material adverse effect on our business, results of\noperations, cash flows, or financial condition.\n\nItem 4. Mine Safety Disclosures\n\nNot applicable.\n\n49\n\nPART II\n\nItem 5. Market for Registrant' Common Equity, Related Stockholder\nMatters and Issuer Purchases of Equity Securities\n\nMarket Information for Class A Common Stock\n\nOur Class A common stock has been listed on the Nasdaq Global Select\nMarket under the symbol \"BNB\"since December 10, 2020. Prior to that\ndate, there was no public trading market for our Class A common stock.\nOur Class B, Class C, and Class H common stock are neither listed nor\npublicly traded.\n\nHolders of our Common Stock\n\nHolders of our common stock as of February\u00a0, 2023, were as follows:\n\n\u2022Class A common stock: 1,096 stockholders of record. This number does\nnot include stockholders for whom shares were held in \"ominee\"or \"treet\nname.\"\n\n\u2022Class B common stock: 91 stockholders of record.\n\n\u2022Class C common stock: There were no shares outstanding.\n\n\u2022Class H common stock: All o"}, {"title": "airbnb.txt", "text": "utstanding shares were held by our\nwholly-owned Host Endowment Fund subsidiary.\n\nDividend Policy\n\nWe intend to retain any future earnings and do not anticipate declaring\nor paying any cash dividends in the foreseeable future. We may enter\ninto credit agreements or other borrowing arrangements in the future\nthat may restrict our ability to declare or pay cash dividends or make\ndistributions. Any future determination to declare cash dividends will\nbe made at the discretion of our board of directors, subject to\napplicable laws and will depend on a number of factors, including our\nfinancial condition, results of operations, capital requirements,\ncontractual restrictions, general business conditions, and other factors\nour board of directors may deem relevant.\n\nUnregistered Sales of Equity Securities\n\nNone.\n\nIssuer Purchases of Equity Securities\n\nThe following table sets forth information relating to repurchases of\nour equity securities during the three months ended December\u00a01, 2022 (in\nmillions, except per share amounts):\n\n ----------------- ---------------------------------- ---------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ------ ------ -------- -------- ---------- -- -- -- -- --\n \n Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2) \n October 1 - 31 ---\u00a0 \\$ ---\u00a0 ---\u00a0 \\$ 1,000.0\u00a0 \n November 1 - 30 2.6"}, {"title": "airbnb.txt", "text": "99.59\u00a0 2.6\u00a0 737.5\u00a0 \n December 1 - 31 2.6\u00a0 95.16\u00a0 2.6\u00a0 \\$ 500.0\u00a0 \n Total 5.2\u00a0 \\$ 97.38\u00a0 5.2\u00a0 \n ----------------- ---------------------------------- ---------------------------------- ---------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ------ ------ -------- -------- ---------- -- -- -- -- --\n\n(1)Includes broker commissions.\n\n(2)On August\u00a0, 2022, we announced that our board of directors approved a\nshare repurchase program with authorization to purchase up to\n\\$2.0\u00a0illion of our Class A common stock at management' discretion (the\n\"hare Repurchase Program\". The Share Repurchase Program does not have an\nexpiration date, does not obligate us to repurchase any specific number\nof shares, and may be modified, suspended, or terminated at any time at\nour discretion.\n\nPerformance Graph\n\nThe following performance graph and related information shall not be\ndeemed \"oliciting material\"or to be \"iled\"with the SEC for purposes of\nSection 18 of the Exchange Act or incorporated by reference into any\nfiling of Airbnb, Inc. under the Securities Act or the Exchange Act.\n\nThe graph below compares the cumulative total stockholder return on our\nClass A common stock with the cumulative total return on the S&P 500\nIndex (\"&P 500\", the S&P 500 Information Technology Index (\"&P 500 IT\",\nand the Nasdaq Composite Index (\"ASDAQ\". The graph assumes \\$100 was\ninvested at the market close on December 10, 2020, which was the first\nday our Class A common stock began trading."}, {"title": "airbnb.txt", "text": "Data for the S&P 500 Index,\nS&P 500 Information Technology Index, and Nasdaq Composite Index assume\nreinvestment of dividends. The graph uses the closing market price on\nDecember 10, 2020 of \\$144.71 per share as the initial value of our\nClass A common\n\n50\n\nstock. The comparisons in the graph below are based upon historical data\nand are not indicative of, nor intended to forecast, future performance\nof our Class A common stock.\n\n![image](98dad7d54ebb84dfc3c793c035b4282045d14831.jpg){width=\"5.64375in\"\nheight=\"2.90625in\"}\n\nItem 6. \\[Reserved\\]\n\nItem 7. Management' Discussion and Analysis of Financial Condition and\nResults of Operations\n\n*You should read the following discussion and analysis of our financial\ncondition and results of operations together with our consolidated\nfinancial statements and related notes included elsewhere in this Annual\nReport on Form 10-K. This discussion contains forward-looking statements\nbased upon current expectations that involve risks and uncertainties.\nOur actual results may differ materially from those anticipated in these\nforward-looking statements as a result of various factors, including\nthose set forth under the section titled \"isk Factors\"or inother parts\nof this Annual Report on Form 10-K. Our historical results are not\nnecessarily indicative of the results that may be expected for any\nperiod in the future. Except as otherwise noted, all references to 2022\nrefer to the year ended December\u00a01, 2022, references to 2021 refer to\nthe year ended December\u00a01, 2021, and references to 2020 refer to the\nyear ended December\u00a01, 2020.*\n\nThe following discussion should be read in conjunction with the\nconsolidated financial statements and accompanying notes included in\nPart II, Item 8 of this Annual Report on Form 10-K. This section of this\nAnnual Report on Form 10-K generally discusses 2022 and 2021 items and\nyear-to-year comparisons between 2022 and 2021. Discussions of 2020\nitems and year-to-year comparisons between 2021 and 2020 are not\nincluded in this Form 10-K, and can be found in \"anagement' Discussion\nand Analysis of Financial Condition and Results of Operations\"in Part\nII, Item 7 of our Annual Report on Form 10-K for the year ended\nDecember\u00a01, 2021, filed on February 25, 2022.\n\n*Revision of Previously Issued Financial Statements*\n\nAs described in Note 2, *Summary of Significant Accounting Policies*, to\nour consolidated financ"}, {"title": "airbnb.txt", "text": "ial statements included in Item 8 of Part II of\nthis Annual Report on Form 10-K, we have revised previously issued\nfinancial statements to correct immaterial misstatements. This had no\nimpact on our consolidated financial statements outside of the\npresentation in the consolidated statements of cash flow and did not\naffect the consolidated statements of operations.\n\nOverview\n\nWe are a community based on connection and belonging--- community that\nwas born in 2007 when two Hosts welcomed three guests to their San\nFrancisco home, and has since grown to over 4 million Hosts who have\nwelcomed over 1.4 billion guest arrivals to over 100,000 cities and\ntowns in almost every country and region across the globe. Hosts on\nAirbnb are everyday people who share their worlds to provide guests with\nthe feeling of connection and being at home. We have five stakeholders\nand we have designed our company with all of them in mind. Along with\nemployees and shareholders, we serve Hosts, guests, and the communities\nin which they live. We intend to make long-term decisions considering\nall of our stakeholders because their collective success is key for our\nbusiness to thrive.\n\n51\n\nWe operate a global marketplace, where Hosts offer guests stays and\nexperiences on our platform. Our business model relies on the success of\nHosts and guests (collectively referred to as \"ustomers\" who join our\ncommunity and generate consistent bookings over time. As Hosts become\nmore successful on our platform and as guests return over time, we\nbenefit from the recurring activity of our community.\n\nInitial Public Offering\u00a0\n\nOur initial public offering (\"PO\" was completed on December 14, 2020.\nOur consolidated financial statements as of December 31, 2020 and for\nthe year then-ended reflect the sale by us of an aggregate of 55,000,000\nshares in our IPO, including the exercise of the underwriters'option to\npurchase additional shares, at the public offering price of \\$68.00 per\nshare, for net proceeds to us of approximately \\$3.7 billion, after\nunderwriting discounts and commissions and offering expenses, and the\nconversion of all outstanding shares of our redeemable convertible\npreferred stock into an aggregate of 240,910,588 shares of Class B\ncommon stock, including 1,286,694 shares of Class B common stock\nissuable pursuant to the anti-dilution adjustment provisions relating to\nour Series C redeemable conver"}, {"title": "airbnb.txt", "text": "tible preferred stock.\n\nOur consolidated financial statements as of December 31, 2020 and for\nthe year then-ended include stock-based compensation expense of \\$2.8\nbillion associated with the vesting of RSUs in connection with our IPO\nfor which the requisite service-based vesting condition was met as of\nDecember 31, 2020. The liquidity-based vesting condition for RSUs was\nsatisfied upon the effectiveness of our Registration Statement on Form\nS-1 on December 9, 2020.\n\n2022 Financial Highlights\n\nIn 2022, revenue grew by 40% to \\$8.4 billion compared to 2021,\nprimarily due to a 31% increase in Nights and Experiences Booked of 93.0\nmillion combined with higher average daily rates driving a 35% increase\nin Gross Booking Value of \\$16.3 billion. The growth in revenue\ndemonstrated the continued strong travel demand. On a constant-currency\nbasis, revenue increased 46% in 2022 compared to 2021.\n\nWe ended 2022 with net income of \\$1.9 billion, an improvement from a\nnet loss of \\$352.0 million in 2021, and our first profitable year to\ndate. Our net profit margin increased to 23% from a negative 6% in 2021,\nprimarily due to our revenue growth outpacing the growth in our\noperating expenses and"}, {"title": "airbnb.txt", "text": "cost management.\n\nAdjusted EBITDA1 increased 82% to \\$2.9 billion in 2022 demonstrating\nthe continued strength of our business and disciplined management of our\ncost structure.\n\nOur net cash provided by operating activities was \\$3.4 billion in 2022,\nup from \\$2.3 billion in 2021, and we generated Free Cash Flow1 of \\$3.4\nbillion. The increase was driven by our revenue growth, net margin\nexpansion, and significant growth in unearned fees.\n\nIn August 2022, our board of directors approved a share repurchase\nprogram with authorization to purchase up to \\$2.0\u00a0illion of our Class A\ncommon stock at management' discretion. During 2022, we repurchased and\nretired 13.8 million shares of common stock for \\$1.5 billion.\n\nMacroeconomic Conditions on our Business\n\nAs we look forward, we recognize the potential impact of challenging\nmacroeconomic conditions on our business, including inflation and rising\ninterest rates, foreign currency fluctuations, and potential decreased\nconsumer spending. To date, these conditions have had a modest impact on\nour business, results of operations, cash flows, and financial\ncondition; however, the impact in the future of these macroeconomic\nevents on our business, results of operations, cash flows, and financial\ncondition is uncertain and will depend on future developments that we\nmay not be able to accurately predict.\n\n*Impact of COVID-19*\n\nIn response to the outbreak of the novel strain of the coronavirus\ndisease (\"OVID-19\" in the first half of 2020, as well as subsequent\noutbreaks driven by new variants of COVID-19, governments around the\nworld have implemented, and continue to implement, a variety of measures\nto reduce the spread of COVID-19, including travel restrictions, social\ndistancing, shelter-in-place orders, vaccination mandates, or\nrequirements for businesses to confirm employees'vaccination status, and\nother restrictions.\n\nWhile COVID-19 still plagues the world, for the year ended December\u00a01,\n2022, Gross Booking Value (\"BV\" and revenue were \\$63.2 billion and\n\\$8.4 billion, respectively, which were both higher compared to the same\nperiods in 2021, 2020, and pre-COVID-19. In 2020 and 2021, we faced\nlower demand for long distance travel and overall depressed Nights and\nExperiences Booked compared to pre-COVID-19. However, in 2022, we saw\nsignificant growth with Nights and Experiences Booked exceeding\npre-COVID-19 levels for th"}, {"title": "airbnb.txt", "text": "e same period. The trends in our recovery\ncontinue to vary by region due to a variety of factors, including the\nemergence of COVID-19 variants, vaccination rates, COVID-19 caseloads,\nand associated travel restrictions, as well as historical cross-border\ncompared to domestic travel dependence. During 2022, we saw strength in\nall regions relative to 2021 as well as sequential growth in nights\nbooked in Latin America and Asia Pacific.\n\nThe extent and duration of the impact of the COVID-19 pandemic over the\nlonger term remain uncertain and dependent on future developments that\ncannot be accurately predicted at this time, such as the severity and\ntransmission rate of COVID-19, the introduction and spread of new\nvariants of the virus that may be resistant to currently approved\nvaccines, and the continuation of existing or implementation of new\ngovernment travel restrictions, the extent and effectiveness of\ncontainment actions taken, including mobility restrictions, the timing,\navailability, and effectiveness of vaccines, and the impact of these and\nother factors on travel behavior in general, and on our business in\nparticular, which may result in a reduction in bookings and an increase\nin booking cancellations.\n\n1 A reconciliation of non-generally accepted accounting principal\nfinancial measures to the most comparable generally accepted accounting\nprincipal financial measures is provided under the subsection titled \"ey\nBusiness Metrics and Non-GAAP Financial Measures---Adjusted EBITDA\"and\n\"---Free Cash Flow\"below.\n\n52\n\n*Inflation Reduction Act of 2022*\n\nOn August 16, 2022, the Inflation Reduction Act (the \"RA\" was signed\ninto law in the United States. Among other changes, the IRA introduced a\ncorporate minimum tax on certain corporations with average adjusted\nfinancial statement income over a three-tax year period in excess of \\$1\nbillion and an excise tax on certain stock repurchases by certain\ncovered corporations for taxable years beginning after December 31,\n2022. While the corporate minimum tax law change has no immediate effect\nand is not expected to have a material adverse effect on our results of\noperations going forward, we will continue to evaluate its impact as\nfurther information becomes available.\n\nKey Business Metrics and Non-GAAP Financial Measures\n\nWe track the following key business metrics and financial measures that\nare not calculated and presen"}, {"title": "airbnb.txt", "text": "ted in accordance with generally accepted\naccounting principles in the United States of America (\".S. GAAP\"\n(\"on-GAAP financial measures\" to evaluate our operating performance,\nidentify trends, formulate financial projections, and make strategic\ndecisions. Accordingly, we believe that these key business metrics and\nnon-GAAP financial measures provide useful information to investors and\nothers in understanding and evaluating our results of operations in the\nsame manner as our management team. We believe that non-GAAP financial\ninformation, when taken collectively, may be helpful to investors\nbecause it provides consistency and comparability with past financial\nperformance, and assists in comparisons with other companies, some of\nwhich use similar non-GAAP financial information to supplement their\nU.S. GAAP results.\n\nThese key business metrics and non-GAAP financial measures are presented\nfor supplemental informational purposes only, should not be considered a\nsubstitute for financial information presented in accordance with U.S.\nGAAP, and may be different from similarly titled metrics or measures\npresented by other companies. A reconciliation of each non-GAAP\nfinancial measure to the most directly comparable financial measure\nstated in accordance with U.S. GAAP is provided under the subsection\ntitled \"---Adjusted EBITDA\"and \"---Free Cash Flow\"below. Investors are\nencouraged to review the related U.S. GAAP financial measures and the\nreconciliation of these non-GAAP financial measures to their most\ndirectly comparable U.S. GAAP financial measures.\n\n*Key Business Metrics*\n\nWe review the following key business metrics to measure our performance,\nidentify trends, formulate financial projections, and make strategic\ndecisions. We are not aware of any uniform standards for calculating\nthese key metrics, which may hinder comparability with other companies\nthat may calculate similarly titled metrics in a different way.\n\n ------------------------------- --------------- --------- ------ ---- --------- -- -- --\n \n \n 2021 2022 \n (in millions) \n Nights a"}, {"title": "airbnb.txt", "text": "nd Experiences Booked 301\u00a0 394\u00a0 \n Gross Booking Value \\$ 46,877\u00a0 \\$ 63,212\u00a0 \n ------------------------------- --------------- --------- ------ ---- --------- -- -- --\n\n*Nights and Experiences Booked*\n\nNights and Experiences Booked is a key measure of the scale of our\nplatform, which in turn drives our financial performance. Nights and\nExperiences Booked on our platform in a period represents the sum of the\ntotal number of nights booked for stays and the total number of seats\nbooked for experiences, net of cancellations and alterations that\noccurred in that period. For example, a booking made on February\u00a05 would\nbe reflected in Nights and Experiences Booked for our quarter ended\nMarch 31. If, in the example, the booking were canceled on May\u00a05, Nights\nand Experiences Booked would be reduced by the cancellation for our\nquarter ended June 30. A night can include one or more guests and can be\nfor a listing with one or more bedrooms. A seat is booked for each\nparticipant in an experience. Substantially all of the bookings on our\nplatform to date have come from nights. We believe Nights and\nExperiences Booked is a key business metric to help investors and others\nunderstand and evaluate our results of operations in the same manner as\nour management team, as it represents a single unit of transaction on\nour platform.\n\nIn 2022, we had 393.7 million Nights and Experiences Booked, a 31%\nincrease from 300.6 million in 2021. Nights and Experiences Booked grows\nas we attract new customers to our platform and as repeat customers\nincrease their activity on our platform. Our Nights and Experiences\nBooked increased from prior year levels driven by strong growth across\nall regions, in particular in Europe, Latin America, and Asia.\n\n*Gross Booking Value*\n\nGBV represents the dollar value of bookings on our platform in a period\nand is inclusive of Host earnings, service fees, cleaning fees, and\ntaxes, net of cancellations and alterations that occurred during that\nperiod. The timing of recording GBV and any related cancellations is\nsimilar to that described in the subsection titled \"---\u00a0ey Business\nMetrics and Non-GAAP Financial Measures ---Nights and Experiences\nBooked\"above. Revenue from the booking is recognized upon check-in;\naccordingly, GBV is a leading indicator of revenue. The entire"}, {"title": "airbnb.txt", "text": "amount of\na booking is reflected in GBV during the quarter in which booking\noccurs, whether the guest pays the entire amount of the booking upfront\nor elects to use our Pay Less Upfront program. Growth in GBV reflects\nour ability to attract and retain customers and reflects growth in\nNights and Experiences Booked.\n\nIn 2022, our GBV was \\$63.2 billion, a 35% increase from \\$46.9 billion\nin 2021. The increase in our GBV was primarily due to an increase in\nNights and Experiences Booked. The travel recovery we are experiencing\nhas been dominated by our higher average daily rate (\"DR\" regions---orth\nAmerica and Europe, in particular. Similar to Nights and Experiences\nBooked, our GBV improvement was driven by stronger bookings in all\nregions.\n\n53\n\n*Non-GAAP Financial Measures*\n\nOur non-GAAP financial measures include Adjusted EBITDA, Free Cash Flow,\nand revenue growth rates in constant currency, which are described\nbelow. A reconciliation of each non-GAAP financial measure to the most\ndirectly comparable financial measure stated in accordance with U.S.\nGAAP is provided below. Investors are encouraged to review the related\nU.S. GAAP financial measures and the reconciliation of these non-GAAP\nfinancial measures to their most directly comparable U.S. GAAP financial\nmeasures.\n\nThe following table summarizes our non-GAAP financial measures, along\nwith the most directly comparable GAAP measure:\n\n ------------------------------------------- --------------- --------- -- ---- -------- -- -- --\n \n \n 2021 2022 \n (in millions) \n Net income (loss) \\$ \\(352\\) \\$ 1,893\u00a0 \n Adjusted EBITDA \\$ 1,593\u00a0 \\$ 2,903\u00a0 \n \n Net cash provided by operating activities \\$ 2,313\u00a0 \\$ 3,430\u00a0 \n Free Cash Flow \\$ 2,288\u00a0 \\$ 3,405\u00a0 \n ----------------------------"}, {"title": "airbnb.txt", "text": "--------------- --------------- --------- -- ---- -------- -- -- --\n\n*Adjusted EBITDA*\n\nWe define Adjusted EBITDA as net income or loss adjusted for\n(i)\u00a0rovision for (benefit from) income taxes; (ii)\u00a0ther income\n(expense), net, interest expense, and interest income; (iii)\u00a0epreciation\nand amortization; (iv)\u00a0tock-based compensation expense; (v)\nacquisition-related impacts consisting of gains (losses) recognized on\nchanges in the fair value of contingent consideration arrangements;\n(vi)\u00a0et changes to the reserves for lodging taxes for which management\nbelieves it is probable that we may be held jointly liable with Hosts\nfor collecting and remitting such taxes; and (vii) restructuring\ncharges.\n\nThe above items are excluded from our Adjusted EBITDA measure because\nthese items are non-cash in nature, or because the amount and timing of\nthese items is unpredictable, not driven by core results of operations,\nand renders comparisons with prior periods and competitors less\nmeaningful. We believe Adjusted EBITDA provides useful information to\ninvestors and others in understanding and evaluating our results of\noperations, as well as provides a useful measure for period-to-period\ncomparisons ofour business performance. Moreover, we have included\nAdjusted EBITDA in this Annual Report on Form 10-K because it is a key\nmeasurement used by our management internally to make operating\ndecisions, including those related to operating expenses, evaluating\nperformance, and performing strategic planning and annual budgeting.\n\nAdjusted EBITDA also excludes certain items related to transactional tax\nmatters, for which management believes it is probable that we may be\nheld jointly liable with Hosts in certain jurisdictions, and we urge\ninvestors to review the detailed disclosure regarding these matters\nincluded in the subsection titled \"---ritical Accounting Policies and\nEstimates---odging Tax Obligations,\"as well as the notes to our\nconsolidated financial statements included elsewhere in this Annual\nReport on Form 10-K.\n\nAdjusted EBITDA has limitations as a financial measure, should be\nconsidered as supplemental in nature, and is not meant as a substitute\nfor the related financial information prepared in accordance with GAAP.\nThese limitations include the following:\n\n\u2022Adjusted EBITDA does not reflect interest income (expense) and other\nincome (expense), net, which include loss on ext"}, {"title": "airbnb.txt", "text": "inguishment of debt and\nunrealized and realized gains and losses on foreign currency exchange,\ninvestments, and financial instruments, including the warrants issued in\nconnection with a term loan agreement entered into in April 2020. We\namended the anti-dilution feature in the warrant agreements in March\n2021. The balance of the warrants of \\$1.3\u00a0illion was reclassified from\nliability to equity as the amended warrants met the requirements for\nequity classification and are no longer remeasured at each reporting\nperiod;\n\n\u2022Adjusted EBITDA excludes certain recurring, non-cash charges, such as\ndepreciation of property and equipment and amortization of intangible\nassets, and although these are non-cash charges, the assets being\ndepreciated and amortized may have to be replaced in the future, and\nAdjusted EBITDA does not reflect all cash requirements for such\nreplacements or for new capital expenditure requirements;\n\n\u2022Adjusted EBITDA excludes stock-based compensation expense, which has\nbeen, and will continue to be for the foreseeable future, a significant\nrecurring expense in our business and an important part of our\ncompensation strategy;\n\n\u2022Adjusted EBITDA excludes acquisition-related impacts consisting of\ngains (losses) recognized on changes in the fair value of contingent\nconsideration arrangements. The contingent consideration, which was in\nthe form of equity, was valued as of the acquisition date and is\nmarked-to-market at each reporting period based on factors including our\nstock price;\n\n\u2022Adjusted EBITDA does not reflect net changes to reserves for lodging\ntaxes for which management believes it is probable that we may be held\njointly liable with Hosts for collecting and remitting such taxes; and\n\n\u2022Adjusted EBITDA does not reflect restructuring charges, which include\nseverance and other employee costs, lease impairments, and contract\namendments and terminations.\n\nBecause of these limitations, you should consider Adjusted EBITDA\nalongside other financial performance measures, including net loss and\nour other GAAP results.\n\n54\n\nIn 2022, Adjusted EBITDA was \\$2.9 billion, compared to \\$1.6 billion in\n2021. This favorable change was due to our revenue growth combined with\ncontinued cost management.\n\n*Adjusted EBITDA Reconciliation*\n\nThe following is a reconciliation of Adjusted EBITDA to the most\ncomparable GAAP measure, net income (loss):\n\n --------------------"}, {"title": "airbnb.txt", "text": "------------------------ ----------------------------------- --------- --------- ---- -------- -- -- --\n \n \n 2021 2022 \n (in millions, except percentages) \n Revenue \\$ 5,992\u00a0 \\$ 8,399\u00a0 \n \n Net income (loss) \\$ \\(352\\) \\$ 1,893\u00a0 \n Adjusted to exclude the following: \n Provision for (benefit from) income taxes 52\u00a0 96Other income (expense), net 304\u00a0 \\(25\\) \n Interest expense 438\u00a0 24\u00a0 \n Interest income \\(13\\) \\(186\\) \n Depreciation and amortization 138\u00a0 81\u00a0 \n Stock-based compensation expense(1) 899\u00a0 930\u00a0 \n \n Acquisition-related impacts 11\u00a0 \\(12\\) \n Net changes in lodging tax reserves 3\u00a0 13\u00a0 \n Restructuring charges 113\u00a0 89\u00a0 \n Adjusted EBITDA \\$1,593\u00a0 \\$ 2,903\u00a0 \n Adjusted EBITDA as a percentage of Revenue 27\u00a0 \\% 35\u00a0 \\% \n -------------------------------------------- ----------------------------------- --------- --------- ---- -------- -- -- --\n\n(1)Excludes stock-based compensation related to restructuring, which is\nincluded in restructuring charges in the table above.\n\n\u00a0*Free Cash Flow*\n\nWe define Free Cash Flow as net cash provided by (used in) operating\nactivities less purchases of property and equipment. We believe that\nFree Cash Flow is a meaningful indicator of liquidity that provides\ninformation to our management, investors and others about the amount of\ncash generated from operations, after purchases of property and\nequipment, that can be used for strategic initiatives, including\ncontinuous investment in our business, growth through acquisitions, and\nstrengthening our balance sheet. Our Free Cash Flow is impacted by the\ntiming of GBV because we collect our service fees at the time of\nbooking, which is generally before a stay or experience occurs. Funds\nheld on behalf of our customers and amounts payable to our"}, {"title": "airbnb.txt", "text": "customers do\nnot impact Free Cash Flow, except interest earned on these funds. Free\nCash Flow has limitations as an analytical tool and should not be\nconsidered in isolation or as a substitute for analysis of other GAAP\nfinancial measures, such as net cash provided by (used in) operating\nactivities. Free Cash Flow does not reflect our ability to meet future\ncontractual commitments and may be calculated differently by other\ncompanies in our industry, limiting its usefulness as a comparative\nmeasure.\n\nIn 2022, Free Cash Flow was \\$3.4 billion compared to \\$2.3 billion in\n2021, representing 41% of revenue. The increase was primarily driven by\nrevenue growth, margin expansion, and significant growth in unearned\nfees.\n\n55\n\n*Free Cash Flow Reconciliation*\n\nThe following is a reconciliation of Free Cash Flow to the most\ncomparable GAAP cash flow measure, net cash provided by operating\nactivities:\n\n ----------------------------------------------------- ----------------------------------- --------- -------- ---- --------- -- -- --2021 2022 \n (in millions, except percentages) \n Revenue \\$ 5,992\u00a0 \\$ 8,399\u00a0 \n \n Net cash provided by operating activities \\$ 2,313\u00a0 \\$ 3,430\u00a0 \n Purchases of property and equipment \\(25\\) \\(25\\) \n Free Cash Flow \\$ 2,288\u00a0 \\$ 3,405\u00a0 \n Free Cash Flow as a percentage of Revenue 38\u00a0 \\% 41\u00a0 \\% \n Other cash flow components:"}, {"title": "airbnb.txt", "text": "Net cash used in investing activities \\$ (1,352) \\$ \\(28\\) \n Net cash provided by (used in) financing activities \\$ 1,308\u00a0 \\$ \\(689\\) \n ----------------------------------------------------- ----------------------------------- --------- -------- ---- --------- -- -- --\n\n*Constant Currency*\n\nIn addition to revenue growth rates derived from revenue presented in\naccordance with U.S. GAAP, we disclose below the percentage change in\nour current period revenue from the corresponding prior period by\ncomparing results using constant currencies. We present constant\ncurrency revenue growth rate information to provide a framework for\nassessing how our underlying revenue performed excluding the effect of\nchanges in exchange rates. We use the percentage change in constant\ncurrency revenues for financial and operational decision-making and as a\nmeans to evaluate period-to-period comparisons. We believe the\npresentation of revenue on a constant currency basis in addition to the\nU.S. GAAP presentation helps improve the ability to understand our\nperformance because it excludes the effects of foreign currency\nvolatility that are not indicative of our core operating results. We\ncalculate the percentage change in constant currency by determining the\nchange in the current period revenue over the prior comparable period\nwhere current period foreign currency revenue is translated using the\nexchange rates of the comparative period.\n\n*Geographic Mix*\n\nOur operations are global, and certain trends in our business, such as\nNights and Experiences Booked, GBV, revenue, GBV per Night and\nExperience Booked, and Nights per Booking vary by geography. We measure\nNights and Experiences Booked by region based on the location of the\nlisting.\n\n ------------------------------- ----------------------------------- ------------- ------ ------ ------------- --------- ---- --------- ---- ------ ---- -- -- -- -- -- --"}, {"title": "airbnb.txt", "text": "2021 \\% of Total 2022 \\% of Total \n (in millions, except percentages) \n Nights and Experiences Booked \n North America 114\u00a0 38\u00a0 \\% 133\u00a0 34\u00a0 \\% \n EMEA 118\u00a0 39\u00a0 \\% 168\u00a0 43\u00a0 \\% \n Latin America 39\u00a0 13\u00a0 \\% 53\u00a0 13\u00a0 \\% \n Asia Pacific 30\u00a0 10\u00a0 \\%40\u00a0 10\u00a0 \\% \n Total 301\u00a0 100\u00a0 \\% 394\u00a0 100\u00a0 \\% \n \n Gross Booking Value \n North America \\$ 25,305\u00a0 54\u00a0 \\% \\$ 32,246\u00a0 51\u00a0 \\% \n EMEA 14,607\u00a0 31\u00a0 \\% 21,486\u00a0 34\u00a0 \\% \n Latin America 3,706\u00a0 8\u00a0 \\% 4,838\u00a0 8\u00a0 \\% \n Asia Pacific 3,259\u00a0 7\u00a0 \\%4,642\u00a0 7\u00a0 \\% \n Total \\$ 46,877\u00a0 100\u00a0 \\% \\$ 63,212\u00a0 100\u00a0 \\% \n \n Revenue \n North America \\$ 3,201\u00a0 54\u00a0 \\% \\$ 4,210\u00a0 50\u00a0 \\% \n EMEA 1,931\u00a0 32\u00a0 \\% 2,924\u00a0 35\u00a0 \\% \n Latin America 431\u00a0 7\u00a0 \\% 643\u00a0 8\u00a0 \\% \n Asia Pacific 429\u00a0 7\u00a0 \\% 622"}, {"title": "airbnb.txt", "text": "7\u00a0 \\% \n Total \\$ 5,992\u00a0 100\u00a0 \\% \\$ 8,399\u00a0 100\u00a0 \\% \n ------------------------------- ----------------------------------- ------------- ------ ------ ------------- --------- ---- --------- ---- ------ ---- -- -- -- -- -- --\n\nWe saw an increase in GBV per Night and Experience Booked in 2022\ncompared to 2021, in part because our geographic mix shifted to these\nhigher GBV per Night and Experience Booked regions. Specifically, GBV\nper Night and Experience Booked in 2022 was \\$240.29 for North America\ncompared to \\$127.99 for EMEA, \\$117.41 for Asia Pacific, and \\$92.89\nfor Latin America, with a total global GBV per Night and Experience\nBooked of \\$160.56.\\\n\\\nOur total company average nights per booking, excluding experiences for\n2022 were 4.2 nights for each of North America, EMEA, and Latin\n\n56\n\nAmerica, and 3.2 nights for Asia Pacific, with a total average of 4.1\nnights. We expect that our blended global average nights per booking\nwill continue to fluctuate based on our geographic mix and changes in\ntraveler behaviors.\n\nComponents of Results of Operations\n\n*Revenue*\n\nOur revenue consists of service fees, net of incentives and refunds,\ncharged to our customers. For stays, service fees, which are charged to\ncustomers as a percentage of the value of the booking, excluding taxes,\nvary based on factors specific to the booking, such as booking value,\nthe duration of the booking, geography, and Host type. For experiences,\nwe only earn a Host fee. Substantially all of our revenue comes from\nstays booked on our platform. Incentives include our referral programs\nand marketing promotions to encourage the use of our platform and\nattract new customers, while our refunds to customers are part of our\ncustomer support activities.\n\nWe experience a difference in timing between when a booking is made and\nwhen we recognize revenue, which occurs upon check-in. We record the\nservice fees that we collect from customers prior to check-in on our\nbalance sheet as unearned fees. Revenue is net of incentives and refunds\nprovided to customers.\n\n*Cost of Revenue*\n\nCost of revenue includes payment processing costs, including merchant\nfees and chargebacks, costs associated with third-party data centers\nused to host our platf"}, {"title": "airbnb.txt", "text": "orm, and amortization of internally developed\nsoftware and acquired technology. Because we act as the merchant of\nrecord, we incur all payment processing costs associated with our\nbookings, and we have chargebacks, which arise from account takeovers\nand other fraudulent activities. Cost of revenue may vary as a\npercentage of revenue from year to year based on activity on our\nplatform and may also vary from quarter to quarter as a percentage of\nrevenue based on the seasonality of our business and the difference in\nthe timing of when bookings are made and when we recognize revenue.\n\n*Operations and Support*\n\nOperations and support expense primarily consists of personnel-related\nexpenses and third-party service provider fees associated with community\nsupport provided via phone, email, and chat to customers; customer\nrelations costs, which include refunds and credits related to customer\nsatisfaction and expenses associated with our Host protection programs;\nand allocated costs for facilities and information technology.\n\n*Product Development*\n\nProduct development expense primarily consists of personnel-related\nexpenses and third-party service provider fees incurred in connection\nwith the development of our platform, and allocated costs for facilities\nand information technology.\n\n*Sales and Marketing*\n\nSales and marketing expense primarily consists of brand and performance\nmarketing, personnel-related expenses, including those related to our\nfield operations, policy and communications, portions of referral\nincentives and coupons, and allocated costs for facilities and\ninformation technology.\n\n*General and Administrative*\n\nGeneral and administrative expense primarily consists of\npersonnel-related expenses for management and administrative functions,\nincluding finance and accounting, legal, and human resources. General\nand administrative expense also includes certain professional services\nfees, general corporate and director and officer insurance, allocated\ncosts for facilities and information technology, indirect taxes,\nincluding lodging tax reserves for which we may be held jointly liable\nwith Hosts for collecting and remitting such taxes, and bad debt\nexpense.\n\n*Restructuring Charges*\n\nRestructuring charges primarily consist of costs associated with a\nglobal workforce reduction in May 2020, lease impairments, and costs\nassociated with amendments and terminations"}, {"title": "airbnb.txt", "text": "of contracts, including\ncommercial agreements with service providers.\n\n*Stock-Based Compensation*\n\nWe grant stock-based awards consisting primarily of stock options,\nrestricted stock awards (\"SAs\", and restricted stock units (\"SUs\" to\nemployees, members of our board of directors, and non-employees. In\naddition, we have an Employee Stock Purchase Plan (\"SPP\", which was\nadopted by our board of directors in December 2020.\n\n*Interest Income*\n\nInterest income consists primarily of interest earned on our cash, cash\nequivalents, marketable securities, and amounts held on behalf of\ncustomers.\n\n57\n\n*Interest Expense*\n\nInterest expense consists primarily of interest associated with various\nindirect tax reserves, amortization of debt issuance and debt discount\ncosts, and the loss on extinguishment of debt related to the repayment\nof the first and second lien loans in March 2021.\n\n*Other Income (Expense), Net*\n\nOther income (expense), net consists primarily of realized and\nunrealized gains and losses on foreign currency transactions and\nbalances, the change in fair value of investments and financial\ninstruments, including the warrants issued in connection with a term\nloan agreement entered into in April 2020, and our share of income or\nloss from our equity method investments.\n\nOur platform generally enables guests to make payments in the currency\nof their choice to the extent that the currency is supported by Airbnb,\nwhich may not match the currency in which the Host elects to be paid. As\na result, in those cases, we bear the currency risk of both the guest\npayment as well as the Host payment due to timing differences in such\npayments. We enter into derivative contracts to offset a portion of our\nexposure to the impact of movements in currency exchange rates on our\ntransactional balances denominated in currencies other than the U.S.\ndollar. The effects of these derivative contracts are reflected in other\nincome (expense), net.\n\n*Provision for (Benefit from) Income Taxes*\n\nWe are subject to income taxes in the United States and foreign\njurisdictions in which we do business. Foreign jurisdictions have\ndifferent statutory tax rates than those in the United States.\nAdditionally, certain of our foreign earnings may also be taxable in the\nUnited States. Accordingly, our effective tax rate is subject to\nsignificant variation due to several factors, including variability in\nour"}, {"title": "airbnb.txt", "text": "pre-tax and taxable income and loss and the mix of jurisdictions to\nwhich they relate, intercompany transactions, changes in how we do\nbusiness, acquisitions, investments, tax audit developments, changes in\nour deferred tax assets and liabilities and their valuation, foreign\ncurrency gains and losses, changes in statutes, regulations, case law,\nand administrative practices, principles, and interpretations related to\ntax, including changes to the global tax framework, competition, and\nother laws and accounting rules in various jurisdictions, and relative\nchanges of expenses or losses for which tax benefits are not recognized.\nAdditionally, our effective tax rate can vary based on the amount of\npre-tax income or loss. For example, the impact of discrete items and\nnon-deductible expenses on our effective tax rate is greater when our\npre-tax income is lower.\n\nWe have a valuation allowance for our net U.S. deferred tax assets,\nincluding federal and state net operating loss carryforwards, tax\ncredits, and intangible assets. We expect to maintain these valuation\nallowances until it becomes more likely than not that the benefit of our\ndeferred tax assets will be realized by way of expected future taxable\nincome in the United States. We regularly assess all available evidence,\nincluding cumulative historic losses and forecasted earnings. Given our\ncurrent earnings and anticipated future earnings, we believe that there\nis a reasonable possibility that sufficient positive evidence may become\navailable in a future period to reach a conclusion that the U.S.\nvaluation allowance will no longer be needed. Release of the valuation\nallowance would result in the recognition of material U.S. federal and\nstate deferred tax assets and a corresponding decrease to income tax\nexpense in the period the release is recorded. The exact timing and\namount of the valuation allowance release are subject to change on the\nbasis of the level of sustained U.S. profitability that we are able to\nactually achieve, as well as the amount of tax deductible stock\ncompensation dependent upon our publicly traded share price, foreign\ncurrency movements, and macroeconomic conditions, among other factors.\n\nWe recognize accrued interest and penalties related to unrecognized tax\nbenefits in the provision for (benefit from) income taxes.\n\n58\n\nResults of Operations\n\nThe following table sets forth our results"}, {"title": "airbnb.txt", "text": "of operations for the periods\npresented (in millions, except percentages):\n\n ----------------------------------- --------- --------------- -------- --------------- -------- ---- -------- -- ------ ---- -- -- -- --\n \n \n 2021 2022 \n Amount \\% of Revenue Amount \\% of Revenue \n Revenue \\$ 5,992\u00a0 100\u00a0 \\% \\$ 8,399\u00a0 100\u00a0 \\% \n Costs and expenses: \n Cost of revenue 1,156\u00a0 19\u00a0 1,499\u00a0 18\u00a0 \n Operations and support(1) 847\u00a0 14\u00a0 1,041\u00a0 12\u00a0 \n Product development(1) 1,425\u00a0 24\u00a0 1,502\u00a0 18\u00a0 \n Sales and marketing(1) 1,186\u00a0 20\u00a0 1,516\u00a0 18\u00a0 \n General and administrative(1) 836\u00a0 14\u00a0 950\u00a0 11\u00a0 \n Restructuring charges(1) 113\u00a0 2\u00a0 89\u00a0 1\u00a0 \n Total costs and expenses 5,563\u00a0 93\u00a0 6,597\u00a0 78\u00a0 \n Income from operations 429\u00a0 7\u00a0 1,802\u00a0 22\u00a0 \n Interest income 13\u00a0 ---\u00a0 186\u00a0 2\u00a0 \n Interest expense \\(438\\) \\(7\\) \\(24\\) ---"}, {"title": "airbnb.txt", "text": "Other income (expense), net \\(304\\) \\(5\\) 25\u00a0 ---\u00a0 \n Income (loss) before income taxes \\(300\\) \\(5\\) 1,989\u00a0 24\u00a0 \n Provision for income taxes 52\u00a0 1\u00a0 96\u00a0 1\u00a0 \n Net income (loss) \\$ \\(352\\) \\(6\\) \\% \\$ 1,893\u00a0 23\u00a0 \\% \n ----------------------------------- --------- --------------- -------- --------------- -------- ---- -------- -- ------ ---- -- -- -- --\n\n(1)Includes stock-based compensation expense as follows (in millions):\n\n ---------------------------------- ------ ------ ------ ---- ------ -- -- --\n \n \n 2021 2022 \n Operations and support \\$ 49\u00a0 \\$ 63\u00a0 \n Product development 545548\u00a0 \n Sales and marketing 100\u00a0 114\u00a0 \n General and administrative 205\u00a0 205\u00a0 \n \n Stock-based compensation expense \\$ 899\u00a0 \\$ 930\u00a0 \n ---------------------------------- ------ ------ ------ ---- ------ -- -- --\n\nComparison of the Years Ended December\u00a01, 2021 and 2022\n\n*Revenue*\n\n --------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Revenue \\$ 5,992\u00a0 \\$ 8,399\u00a0 40\u00a0 \\% \n --------- ----------------------------------- -------- ----------- ---- -------- -- -"}, {"title": "airbnb.txt", "text": "---- ---- -- -- --\n\nRevenue increased \\$2.4 billion, or 40%, in 2022 compared to 2021,\nprimarily due to a 31% increase in Nights and Experiences Booked\ncombined with higher ADRs. On a constant-currency basis, revenue\nincreased 46% compared to 2021, due to the strengthening of the U.S.\ndollar against the Euro and British Pounds.\n\n*Cost of Revenue*\n\n ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Cost of revenue \\$ 1,156\u00a0 \\$ 1,499\u00a0 30\u00a0 \\% \n Percentage of revenue 19\u00a0 \\% 18\u00a0 \\% \n ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ----- ---- -- -- --\n\nCost of revenue increased \\$343.2 million, or 30%, in 2022 compared to\n2021, primarily due to an increase in merchant fees of \\$313.9 million\nand an increase of \\$35.8 million in chargebacks, both related to an\nincrease in pay-in volumes, an increase in cloud computing costs of\n\\$24.9 million due to increased server and data storage usage, and an\nincrease of \\$10.0 million related to SMS notification costs, partially\noffset by a decrease of \\$44.3 million in amortization expense for\ninternally developed software and acquired technology.\n\n59\n\n*Operations and Support*\n\n ------------------------ ----------------------------------- ------ ----------- ---- -------- -- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentag"}, {"title": "airbnb.txt", "text": "es) \n Operations and support \\$ 847\u00a0 \\$ 1,041\u00a0 23\u00a0 \\% \n Percentage of revenue 14\u00a0 \\% 12\u00a0 \\% \n ------------------------ ----------------------------------- ------ ----------- ---- -------- -- ----- ---- -- -- --\n\nOperations and support expense increased \\$193.8 million, or 23%, in\n2022 compared to 2021, primarily due to \\$130.7 million increase in\nthird-party community support personnel and customer relations costs, a\n\\$29.8 million increase in insurance costs due to a higher Host\nLiability Insurance premium resulting from higher overall nights and a\nhigher premium rate, and a \\$29.2 million increase in payroll-related\nexpenses due to growth in headcount and increased compensation costs.\n\n*Product Development*\n\n ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ---- ---- -- -- --2021 2022 \\% Change \n (in millions, except percentages) \n Product development \\$ 1,425\u00a0 \\$ 1,502\u00a0 5\u00a0 \\% \n Percentage of revenue 24\u00a0 \\% 18\u00a0 \\% \n ----------------------- ----------------------------------- -------- ----------- ---- -------- -- ---- ---- -- -- --\n\nProduct development expense increased \\$77.4 million, or 5%, in 2022\ncompared to 2021, primarily due to a \\$51.9 million increase in\npayroll-related expenses due to growth in headcount and increased\ncompensation costs, and a \\$14.9 million increase in third-party service\nproviders for contingent workers and consultant support for\ninfrastructure projects, quality assurance services, and support of new\nproduct rollouts, including AirCover. Product development expense as a\npercent of revenue decreased to 18% in 2022, from 24% in the p"}, {"title": "airbnb.txt", "text": "rior year,\nprimarily due to growth in revenue outpacing growth in product\ndevelopment expense as a result of the significant increase in Nights\nand Experiences Booked combined with higher ADRs and cost saving\ninitiatives.\\\n\\\n*Sales and Marketing*\n\n --------------------------------- ----------------------------------- -------- ----------- ---- -------- ---- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Brand and performance marketing \\$ 723\u00a0 \\$ 1,030\u00a0 42\u00a0 \\% \n Field operations and policy 463\u00a0 486\u00a0 5\u00a0 \\% \n Total sales and marketing \\$1,186\u00a0 \\$ 1,516\u00a0 28\u00a0 \\% \n Percentage of revenue 20\u00a0 \\% 18\u00a0 \\% \n --------------------------------- ----------------------------------- -------- ----------- ---- -------- ---- ----- ---- -- -- --\n\nSales and marketing expense increased \\$329.9 million, or 28%, in 2022\ncompared to 2021, primarily due to a \\$197.8 million increase in\nmarketing activities associated with our Made Possible by Hosts,\nStrangers, AirCover, Categories, and OMG marketing campaigns and\nlaunches, a \\$67.9 million increase in our search engine marketing and\nadvertising spend, a \\$25.1 million increase in payroll-related expenses\ndue to growth in headcount and increase in compensation costs, a \\$22.0\nmillion increase in third-party service provider expenses, and a \\$11.1\nmillion increase in coupon expense in line with increase in revenue and\nlaunch of AirCover for guests, partially offset by a decrease of \\$22.9\nmillion related to the changes in the fair value of contingent\nconsideration related to a 2019 acquisition.\n\n*General and Administrative*\n\n --------"}, {"title": "airbnb.txt", "text": "-------------------- ----------------------------------- ------ ----------- ---- ------ -- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n General and administrative \\$ 836\u00a0 \\$ 950\u00a0 14\u00a0 \\% \n Percentage of revenue 14\u00a0 \\% 11\u00a0 \\% \n ---------------------------- ----------------------------------- ------ ----------- ---- ------ -- ----- ---- -- -- --\n\nGeneral and administrative expense increased \\$114.0 million, or 14%, in\n2022 compared to 2021, primarily due to an increase in other business\nand operational taxes of \\$41.3 million, a \\$25.5 million increase in\nprofessional services expenses, primarily due to third-party service\nprovider expenses, a \\$21.7 million increase in bad debt expenses, a\n\\$6.2 million increase in travel and entertainment expenses, and a \\$6.0\nmillion increase in charitable contributions to Airbnb.org, primarily to\nsupport Ukrainian refugees.\n\n*Restructuring Charges*\n\n ----------------------- ----------------------------------- ------ ----------- ---- ----- -- -------- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Restructuring charges \\$ 113\u00a0 \\$ 89\u00a0 \\(21\\) \\% \n Percentage of revenue 2\u00a0 \\% 1\u00a0 \\% \n ----------------------- ----------------------------------- ------ ----------- ---- --"}, {"title": "airbnb.txt", "text": "--- -- -------- ---- -- -- --\n\nRestructuring charges decreased \\$23.7 million, or 21%, in 2022 compared\nto 2021. The shift to a remote work model was in direct response to the\nchange in how our employees work due to the impact of COVID-19. As a\nresult, in 2022 we recorded restructuring charges of \\$89.1 million,\nwhich include \\$80.5 million relating to an impairment of both domestic\nand international operating lease right-of-use (\"OU\" assets,\n\n60\n\nand \\$8.4 million of related leasehold improvements. Refer to Note 17,\n*Restructuring,* to our consolidated financial statements included in\nItem 8 of Part 2 of this Annual Report on Form 10-K for additional\ninformation.\n\n*Interest Income and Expense*\n\n ----------------------- ----------------------------------- --------- ----------- ---- -------- -- -------- ---- -- -- --\n \n \n 2021 2022 \\% Change(in millions, except percentages) \n Interest income \\$ 13\u00a0 \\$ 186\u00a0 1,361\u00a0 \\% \n Percentage of revenue ---\u00a0 \\% 2\u00a0 \\% \n Interest expense \\$ \\(438\\) \\$ \\(24\\) \\(95\\) \\% \n Percentage of revenue \\(7\\) \\% ---\u00a0 \\% \n ----------------------- ----------------------------------- --------- ----------- ---- -------- -- -------- ---- -- -- --\n\nInterest income increased \\$173.2 million, or 1,361%, in 2022 compared\nto 2021, primarily due to higher interest rates. Our investment\nportfolio was largely invested in money market funds and short-term,\nhigh-quality bonds. Interest expense decreased \\$413.9 million in 2022,\nprimarily due to the \\$377.2 million loss on extinguishment of debt\nresulting from retirement of two term loans in March 2021. Refer to Note\n9, *Debt*, to our consolidated financial statements i"}, {"title": "airbnb.txt", "text": "ncluded in Item 8\nof Part II of this Annual Report on Form 10-K, for additional\ninformation.\\\n\\\n*Other Income (Expense), Net*\n\n ----------------------------- ----------------------------------- --------- ----------- ---- ----- -- --------- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Other income (expense), net \\$ \\(304\\) \\$ 25\u00a0 \\(108\\) \\% \n Percentage of revenue \\(5\\) \\% ---\u00a0 \\% \n ----------------------------- ----------------------------------- --------- ----------- ---- ----- -- --------- ---- -- -- --\n\nOther income (expense), net increased \\$328.3 million in 2022 compared\nto 2021, primarily driven by \\$292.0 million of fair value remeasurement\non our warrants issued in connection with our second lien loan in the\nprior year, which were reclassified to equity in March 2021 and no\nlonger require fair value remeasurement.\n\n*Provision for Income Taxes*\n\n ---------------------------- ----------------------------------- ------ ----------- ---- ----- -- ----- ---- -- -- --\n \n \n 2021 2022 \\% Change \n (in millions, except percentages) \n Provision for income taxes \\$ 52\u00a0 \\$ 96\u00a0 85\u00a0 \\% \n Effective tax rate \\(17\\) \\% 5\u00a0 \\% \n ---------------------------- ----------------------------------- ------ -----"}, {"title": "airbnb.txt", "text": "------ ---- ----- -- ----- ---- -- -- --\n\nThe provision for income taxes for the year ended December\u00a01, 2022\nincreased \\$44.0 million, compared to 2021, primarily due to increased\nprofitability. See Note 13, *Income Taxes*, to our consolidated\nfinancial statements included in Item 8 of this Annual Report on Form\n10-K for further details.\n\nLiquidity and Capital Resources\n\n*Sources and Conditions of Liquidity*\n\nAs of December\u00a01, 2022, our principal sources of liquidity were cash and\ncash equivalents and marketable securities totaling \\$9.6 billion. As of\nDecember\u00a01, 2022, cash and cash equivalents totaled \\$7.4 billion, which\nincluded \\$2.1 billion held by our foreign subsidiaries. Cash and cash\nequivalents consist of checking and interest-bearing accounts and\nhighly-liquid securities with an original maturity of 90\u00a0ays or less. As\nof December\u00a01, 2022, marketable securities totaled \\$2.2 billion.\nMarketable securities primarily consist of highly-liquid investment\ngrade corporate debt securities, commercial paper, certificates of\ndeposit, and U.S. government and agency bonds. These amounts do not\ninclude funds of \\$4.8 billion as of December\u00a01, 2022 that we held for\nbookings in advance of guests completing check-ins that we record\nseparately on our balance sheet in funds receivable and amounts held on\nbehalf of customers with a corresponding liability in funds payable and\namounts payable to customers.\n\nCash, cash equivalents, and marketable securities held outside the\nUnited States may be repatriated, subject to certain limitations, and\nwould be available to be used to fund our domestic operations. However,\nrepatriation of such funds may result in additional tax liabilities. We\nbelieve that our existing cash, cash equivalents, and marketable\nsecurities balances in the United States are sufficient to fund our\nworking capital needs in the United States.\n\nWe have access to \\$1.0 billion of commitments under the 2022 Credit\nFacility. As of December\u00a01, 2022, no amounts were drawn under the 2022\nCredit Facility. See Note 9, *Debt*, to our consolidated financial\nstatements included in Item 8 of Part 2 of this Annual Report on Form\n10-K for a description of the 2022 Credit Facility entered into on\nOctober 31, 2022.\n\n*Material Cash Requirements*\n\nAs of December\u00a01, 2022, we had outstanding \\$2.0\u00a0illion in aggregate\nprincipal amount of indebtedness of our convertible seni"}, {"title": "airbnb.txt", "text": "or notes due\n2026. On March 3, 2021, in connection with the pricing of the 2026\nNotes, we entered into privately negotiated capped call transactions\n(the \"apped Calls\" with certain of the initial purchasers and other\nfinancial institutions (the \\\"option counterparties\\\") at a cost of\napproximately\n\n61\n\n\\$100.2 million. The cap price of the Capped Calls was \\$360.80 per\nshare of Class A common stock, which represented a premium of 100% over\nthe last reported sale price of the Class A common stock of \\$180.40 per\nshare on March 3, 2021, subject to certain customary adjustments under\nthe terms of the Capped Call Transactions. See Note 9, *Debt*, to our\nconsolidated financial statements included in Item 8 of Part 2 of this\nAnnual Report on Form 10-K for additional information.\n\nAs of December\u00a01, 2022, our total minimum lease payments were \\$354.0\nmillion, of which \\$80.7 million is due in the succeeding 12 months. We\nhave a commercial agreement with a data hosting services provider to\nspend or incur an aggregate of at least \\$941.7 million for vendor\nservices through 2027. See Note 8. *Leases*, Note 9, *Debt*, and Note\n12, *Commitments and Contingencies* to the consolidated financial\ns"}, {"title": "airbnb.txt", "text": "tatements included in Item 8 of this Annual Report on Form 10-K for\nfurther information regarding these commitments.\n\nOn August 2, 2022, we announced that our board of directors approved a\nshare repurchase program with authorization to purchase up to \\$2.0\nbillion of our Class A common stock at management' discretion (the \"hare\nRepurchase Program\". Share repurchases under the Share Repurchase\nProgram may be made through a variety of methods, which may include open\nmarket purchases, privately negotiated transactions, block trades, or\naccelerated share repurchase transactions, or by any combination of such\nmethods. Any such repurchases will be made from time to time subject to\nmarket and economic conditions, applicable legal requirements, and other\nrelevant factors. The Share Repurchase Program does not have an\nexpiration date, does not obligate us to repurchase any specific number\nof shares, and may be modified, suspended, or terminated at any time at\nour discretion. During 2022, we repurchased and subsequently retired\n13.8 million shares of our common stock for \\$1.5 billion under the\nShare Repurchase Program. As of December\u00a01, 2022, we had \\$500.0 million\navailable to repurchase shares pursuant to the Share Repurchase Program.\n\n*Cash Flows*\n\nThe following table summarizes our cash flows for the periods indicated\n(in millions):\n\n -------------------------------------------------------------------------------- --------- -------- --------- ---- -------- -- -- --\n \n \n 2021 2022 \n \n Net cash provided by operating activities \\$ 2,313\u00a0 \\$ 3,430\u00a0 \n Net cash used in investing activities (1,352) \\(28\\) \n Net cash provided by (used in) financing activities 1,308\u00a0 \\(689\\)"}, {"title": "airbnb.txt", "text": "Effect of exchange rate changes on cash, cash equivalents, and restricted cash \\(210\\) \\(337\\) \n Net increase in cash, cash equivalents, and restricted cash \\$ 2,059\u00a0 \\$ 2,376\u00a0 \n -------------------------------------------------------------------------------- --------- -------- --------- ---- -------- -- -- --\n\n*Cash Provided by Operating Activities*\n\nNet cash provided by operating activities in 2022 was \\$3.4 billion,\nwhich is due to net income in 2022 of \\$1.9 billion, adjusted for\nnon-cash charges, primarily consisting of \\$929.6 million of stock-based\ncompensation expense, impairment of long-lived assets of \\$91.4 million,\nand \\$62.5 million of foreign exchange losses due to the strengthening\nof the U.S. dollar against the Euro and British Pound. Additional cash\nwas provided by changes in working capital, including a \\$279.9 million\nincrease in unearned fees resulting from significantly higher bookings\nand accrued expenses and other liabilities of \\$272.7 million.\n\nNet cash provided by operating activities in 2021 was \\$2.3 billion. Our\nnet loss for 2021 was \\$352.0 million, adjusted for non-cash charges,\nprimarily consisting of \\$898.8 million of stock-based compensation\nexpense, \\$377.2 million of loss on extinguishment of debt, \\$292.0\nmillion of fair value remeasurement on warrants issued in connection\nwith a term loan agreement entered into in April 2020, \\$138.3 million\nof depreciation and amortization, \\$112.5 million of impairment of\nlong-lived assets, and \\$27.3 million of bad debt expense. Additional\ninflow of cash resulted from changes in working capital, including a\n\\$495.8 million increase in unearned fees resulting from significantly\nhigher bookings.\n\n*Cash Used in Investing Activities*\n\nNet cash used in investing activities in 2022 was \\$28.0 million, which\nwas primarily from the proceeds from maturities and sales of marketable\nsecurities of \\$3.2 billion and \\$909.5 million, respectively, partially\noffset by purchases of marketable securities of \\$4.1 billion.\n\nNet cash used in investing activities in 2021 was \\$1.4 billion, which\nwas primarily due to purchases of marketable securities of \\$4.9\nbillion, partially offset by proceeds resulting from sales and\nmaturities of marketable securities of \\$1.6 billion and \\$2.0 billion,\nrespect"}, {"title": "airbnb.txt", "text": "ively.\n\n*Cash Provided by (Used in) Financing Activities*\n\nNet cash used in financing activities in 2022 was \\$689.2 million,\nprimarily reflecting the increase in funds payable and amounts payable\nto customers of \\$1.3 billion resulting from significantly higher\nbookings, offset by our share repurchase of \\$1.5 billion under the\nShare Repurchase Program, and an increase in the taxes paid related to\nnet share settlement of equity awards of \\$607.4 million.\n\nNet cash provided by financing activities in 2021 was \\$1.3 billion,\nprimarily reflecting the proceeds from the issuance of convertible\nsenior notes, net of issuance costs, of \\$2.0 billion and an increase in\nfunds payable and amounts payable to customers of \\$1.6 billion,\npartially offset by the repayment of long-term debt and a related\nprepayment penalty of \\$2.0 billion and \\$212.9 million, respectively.\n\n*Effect of Exchange Rates*\n\n62\n\nThe effect of exchange rate changes on cash, cash equivalents, and\nrestricted cash on our consolidated statements of cash flows relates to\ncertain of our assets, principally cash balances held on behalf of\ncustomers, that are denominated in currencies other than the functional\ncurrency of certain of our subsidiaries. During 2021 and 2022, we\nrecorded reductions of \\$209.9 million and \\$337.4 million,\nrespectively, in cash, cash equivalents, and restricted cash, primarily\ndue to the strengthening of the U.S. dollar against certain currencies.\nThe impact of exchange rate changes on cash balances can serve as a\nnatural hedge for the effect of exchange rates on our liabilities to our\ncustomers.\n\nWe assess our liquidity in terms of our ability to generate cash to fund\nour short- and long-term cash requirements. As such, we believe that the\ncash flows generated from operating activities will meet our anticipated\ncash requirements in the short-term. In addition to normal working\ncapital requirements, we anticipate that our short- and long-term cash\nrequirements will include funding capital expenditures, debt repayments,\nshare repurchases, introduction of new products and offerings, timing\nand extent of spending to support our efforts to develop our platform,\nand expansion of sales and marketing activities. Our future capital\nrequirements, however, will depend on many factors, including, but not\nlimited to our growth, headcount, and ability to attract and retain\ncustomers on our"}, {"title": "airbnb.txt", "text": "platform. Additionally, we may in the future raise\nadditional capital or incur additional indebtedness to continue to fund\nour strategic initiatives. On a long-term basis, we would rely on either\nour access to the capital markets or our credit facility for any\nlong-term funding not provided by operating cash flows and cash on hand.\nIn the event that additional financing is required from outside sources,\nwe may seek to raise additional funds at any time through equity,\nequity-linked arrangements, and/or debt, which may not be available on\nfavorable terms, or at all. If we are unable to raise additional capital\nwhen desired and at reasonable rates, our business, results of\noperations, and financial condition could be materially adversely\naffected. Our liquidity is subject to various risks including the risks\nidentified in the section titled \\\"Risk Factors\\\" in Item 1A and market\nrisks identified in the section entitled \\\"Quantitative and Qualitative\nDisclosures about Market Risk\\\" in Item 7A.\n\nIndemnification Agreements\n\nIn the ordinary course of business, we include limited indemnification\nprovisions under certain agreements with parties with whom we have\ncommercial relations of varying scope and terms. Under these contracts,\nwe may indemnify, hold harmless, and agree to reimburse the indemnified\nparty for losses suffered or incurred by the indemnified party in\nconnection with breach of the agreements, or intellectual property\ninfringement claims made by a third party, including claims by a third\nparty with respect to our domain names, trademarks, logos, and other\nbranding elements to the extent that such marks are applicable to its\nperformance under the subject agreement. It is not possible to determine\nthe maximum potential loss under these indemnification provisions due to\nthe limited history of prior indemnification claims and the unique facts\nand circumstances involved in each particular provision. To date, no\nsignificant costs have been incurred, either individually or\ncollectively, in connection with our indemnification provisions.\n\nIn addition, we have entered into indemnification agreements with our\ndirectors, executive officers, and certain other employees that require\nus, among other things, to indemnify them against certain liabilities\nthat may arise by reason of their status or service as directors,\nexecutive officers, or employees.\n\nCritical Ac"}, {"title": "airbnb.txt", "text": "counting Estimates\n\nOur consolidated financial statements are prepared in accordance with\naccounting principles generally accepted in the United States. The\npreparation of these consolidated financial statements requires us to\nmake estimates and assumptions that affect the reported amounts of\nassets, liabilities, revenue, costs, and expenses, and related\ndisclosures. On an ongoing basis, we evaluate our estimates and\nassumptions. Our actual results may differ from these estimates under\ndifferent assumptions or conditions.\n\nWe believe that of our significant accounting policies, which are\ndescribed in Note 2 to our consolidated financial statements included\nelsewhere in this Annual Report on Form 10-K, the following accounting\npolicies involve a greater degree of judgment and complexity.\nAccordingly, these are the policies we believe are the most critical to\naid in fully understanding and evaluating our consolidated financial\ncondition, results of operations, and cash flows.\n\n*Lodging Tax Obligations*\n\nIn jurisdictions where we do not collect and remit lodging taxes, the\nresponsibility for collecting and remitting these taxes, if applicable,\ngenerally rests with Hosts. We estimate liabilities for a certain number\nof jurisdictions with respect to state, city, and local taxes related to\nlodging where we believe it is probable that Airbnb could be held\njointly liable with Hosts for collecting and remitting such taxes and\nthe related amounts can be reasonably estimated. Changes to these\nliabilities are recorded in general and administrative expense in our\nconsolidated statements of operations.\n\nEvaluating potential outcomes for lodging taxes is inherently uncertain\nand requires us to utilize various judgments, assumptions, and estimates\nin determining our reserves. A variety of factors could affect our\npotential obligation for collecting and remitting such taxes which\ninclude, but are not limited to, whether we determine, or any tax\nauthority asserts, that we have a responsibility to collect lodging and\nrelated taxes on either historic or future transactions; the\nintroduction of new ordinances and taxes which subject our operations to\nsuch taxes; or the ultimate resolution of any historic claims that may\nbe settled through negotiation. Accordingly, the ultimate resolution of\nlodging taxes may be greater or less than reserve amounts we have\nestablished. See Note 1"}, {"title": "airbnb.txt", "text": "2, *Commitments and Contingencies*, to our\nconsolidated financial statements included in Item 8 of this Annual\nReport on Form 10-K for additional information.\n\n*Income Taxes*\n\nWe are subject to income taxes in the United States and foreign\njurisdictions. We account for income taxes using the asset and liability\nmethod. We account for uncertainty in tax positions by recognizing a tax\nbenefit from uncertain tax positions when it is more likely than not\nthat the position will be sustained upon examination. Evaluating our\nuncertain tax positions, determining our provision for (benefit from)\n\n63\n\nincome taxes, and evaluating the impact of tax law changes, are\ninherently uncertain and require making judgments, assumptions, and\nestimates.\n\nIn determining the need for a valuation allowance, we weigh both\npositive and negative evidence in the various jurisdictions in which we\noperate to determine whether it is more likely than not that our\ndeferred tax assets are recoverable. We regularly assess all available\nevidence, including cumulative historic losses and forecasted earnings.\nDue to cumulative losses in the U.S. during the prior three years,\nincluding tax deductible stock compensation,and based on all available\npositive and negative evidence, we do not believe it is more likely than\nnot that our U.S. deferred tax assets will be realized as of December\n31, 2022. Accordingly, a full valuation allowance has been established\nin the United States, and no deferred tax assets and related tax benefit\nhave been recognized in the financial statements. However, given our\ncurrent earnings and anticipated future earnings, we believe that there\nis a reasonable possibility that sufficient positive evidence may become\navailable in a future period to allow us to reach a conclusion that the\nU.S. valuation allowance will no longer be needed. Release of the\nvaluation allowance would result in the recognition of material U.S.\nfederal and state deferred tax assets and a corresponding decrease to\nincome tax expense in the period the release is recorded. The exact\ntiming and amount of the valuation allowance release are subject to\nchange on the basis of the level of sustained U.S. profitability that we\nare able to actually achieve, as well as the amount of tax deductible\nstock compensation dependent upon our publicly traded share price,\nforeign currency movements, and macroeconomic con"}, {"title": "airbnb.txt", "text": "ditions, among other\nfactors.\n\nWhile we believe that we have adequately reserved for our uncertain tax\npositions, no assurance can be given that the final tax outcome of these\nmatters will not be different. We adjust these reserves in light of\nchanging facts and circumstances, such as the closing of a tax audit. To\nthe extent that the final tax outcome of these matters is different than\nthe amounts recorded, such differences will impact the provision for\n(benefit from) income taxes and the effective tax rate in the period in\nwhich such determination is made.\n\nRecent Accounting Pronouncements\n\nSee Note 2, *Summary of Significant Accounting Policies*, to our\nconsolidated financial statements included in Item 8 of this Annual\nReport on Form 10-K.\n\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk\n\nOur substantial operations around the world expose us to various market\nrisks. These risks primarily include foreign currency risk and\ninvestment risk.\n\n*Foreign Currency Exchange Risk*\n\nWe offer the ability to transact on our platform in over 40 currencies,\nof which the most significant foreign currencies to our operations in\n2022 were the Euro, British Pound, Canadian Dollar, Australian Dollar,\nBrazilian Real, and Mexican Peso. Our international revenue, as well as\ncosts and expenses denominated in foreign currencies, expose us to the\nrisk of fluctuations in foreign currency exchange rates against the U.S.\ndollar. Accordingly, we are subject to foreign currency risk, which may\nadversely impact our financial results.\n\nWe have foreign currency exchange risks related primarily to:\n\n\u2022revenue and cost of revenue associated with bookings on our platform\ndenominated in currencies other than the U.S. dollar;\n\n\u2022balances held as funds receivable and amounts held on behalf of\ncustomers and funds payable and amounts payable to customers;\n\n\u2022unbilled amounts for confirmed bookings under the terms of our Pay Less\nUpfront program; and\n\n\u2022intercompany balances primarily related to our payment entities that\nprocess customer payments.\n\nFor revenue and cost of revenue associated with bookings on our platform\noutside of the United States, we generally receive net foreign currency\namounts and therefore benefit from a weakening of the U.S. dollar and\nare adversely affected by a strengthening of the U.S. dollar. Movements\nin foreign exchange rates are recorded in other inc"}, {"title": "airbnb.txt", "text": "ome (expense), net in\nour consolidated statements of operations. Furthermore, our platform\ngenerally enables guests to make payments in the currency of their\nchoice to the extent that the currency is supported by Airbnb, which may\nnot match the currency in which the Host elects to be paid. As a result,\nin those cases, we bear the currency risk of both the guest payment as\nwell as the Host payment due to timing differences in such payments.\n\nWe use foreign currency derivative contracts to protect against foreign\nexchange risks. These hedges are primarily designed to manage foreign\nexchange risk associated with balances held as funds payable and amounts\npayable to customers. These contracts reduce, but do not entirely\neliminate, the impact of currency exchange rate movements on our assets\nand liabilities. In the first quarter of 2023, we initiated a foreign\nexchange cash flow hedging program to minimize the effects of currency\nfluctuations on revenue in the future.\n\nWe have experienced and will continue to experience fluctuations in\nforeign exchange gains and losses related to changes in exchange rates.\nIf our foreign-currency denominated assets, liabilities, revenues, or\nexpenses increase, our results of operations may be more significantly\nimpacted by fluctuations in the exchange rates of the currencies in\nwhich we do business. During 2022, we experienced negative foreign\ncurrency impacts to revenue due to the strengthening of the U.S. dollar\nrelative to certain foreign currencies\n\nIf an adverse 10% foreign currency exchange rate change was applied to\ntotal net monetary assets and liabilities denominated in currencies\nother than the local currencies as of December\u00a01, 2022, it would not\nhave had a material impact on our consolidated financial statements.\n\n*Investment and Interest Rate Risk*\n\n64\n\nWe are exposed to interest rate risk related primarily to our investment\nportfolio. Changes in interest rates affect the interest earned on our\ntotal cash, cash equivalents, and marketable securities and the fair\nvalue of those securities.\n\nWe had cash and cash equivalents of \\$7.4 billion and marketable\nsecurities of \\$2.2 billion as of December\u00a01, 2022, which consisted of\nhighly-liquid investment grade corporate debt securities, commercial\npaper, certificates of deposit, and U.S. government and agency bonds. As\nof December\u00a01, 2022, we had an additional \\$4.8 billion"}, {"title": "airbnb.txt", "text": "that we held for\nbookings in advance of guests completing check-ins, which we record\nseparately on our consolidated balance sheets as funds receivable and\namounts held on behalf of customers. The primary objective of our\ninvestment activities is to preserve capital and meet liquidity\nrequirements without significantly increasing risk. We invest primarily\nin highly-liquid, investment grade debt securities, and we limit the\namount of credit exposure to any one issuer. We do not enter into\ninvestments for trading or speculative purposes and have not used any\nderivative financial instruments to manage our interest rate risk\nexposure. Because our cash equivalents and marketable securities\ngenerally have short maturities, the fair value of our portfolio is\nrelatively insensitive to interest rate fluctuations. Due to the\nshort-term nature of our investments, we have not been exposed to, nor\ndo we anticipate being exposed to, material risks due to changes in\ninterest rates. A hypothetical 100 basis points increase in interest\nrates would have resulted in a decrease of \\$13.1 million to our\ninvestment portfolio as of December\u00a01, 2022.\n\n65\n\nItem 8. Financial Statements and Supplementary Data\n\nIndex to Consolidated Financial Statements and Schedule\n\n ----------------------------------- ------ -- -- -------------------------------------------------------- -- --- -- -- -- -- --\n \n Page \n 238 \n Consolidated Financial Statements \n Consolidated Statements of Comprehensive Income (Loss) ) \n Financial Statement Schedule \n \n ----------------------------------- ------ -- -- -------------------------------------------------------- -- ---"}, {"title": "airbnb.txt", "text": "-- -- -- -- --\n\n66\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Board of Directors and Stockholders of Airbnb, Inc.\n\n*Opinions on the Financial Statements and Internal Control over\nFinancial Reporting*\n\nWe have audited the accompanying consolidated balance sheets of Airbnb,\nInc. and its subsidiaries (the \"ompany\" as of December 31, 2022 and\n2021, and the related consolidated statements of operations, of\ncomprehensive income (loss), of redeemable convertible preferred stock\nand stockholders'equity (deficit), and of cash flows for each of the\nthree years in the period ended December 31, 2022, including the related\nnotes and financial statement schedule listed in the accompanying index\nfor each of the three years in the period ended December 31, 2022\n(collectively referred to as the \"onsolidated financial statements\". We\nalso have audited the Company\\'s internal control over financial\nreporting as of December 31, 2022, based on criteria established in\nInternal Control - Integrated Framework (2013) issued by the Committee\nof Sponsoring Organizations of the Treadway Commission (COSO).\n\nIn our opinion, the consolidated financial statements referred to above\npresent fairly, in all material respects, the financial position of the\nCompany as of December 31, 2022 and 2021, and the results of its\noperations and its cash flows for each of the three years in the period\nended December 31, 2022 in conformity with accounting principles\ngenerally accepted in the United States of America. Also in our opinion,\nthe Company maintained, in all material respects, effective internal\ncontrol over financial reporting as of December 31, 2022, based on\ncriteria established in Internal Control - Integrated Framework (2013)\nissued by the COSO.\n\n*Basis for Opinions*\n\nThe Company\\'s management is responsible for these consolidated\nfinancial statements, for maintaining effective internal control over\nfinancial reporting, and for its assessment of the effectiveness of\ninternal control over financial reporting, included in Management'\nReport on Internal Control over Financial Reporting appearing under Item\n9A. Our responsibility is to express opinions on the Company'\nconsolidated financial statements and on the Company\\'s internal control\nover financial reporting based on our audits. We are a public accounting\nfirm registered with the Public Company Accounting Oversight B"}, {"title": "airbnb.txt", "text": "oard\n(United States) (PCAOB) and are required to be independent with respect\nto the Company in accordance with the U.S. federal securities laws and\nthe applicable rules and regulations of the Securities and Exchange\nCommission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements\nare free of material misstatement, whether due to error or fraud, and\nwhether effective internal control over financial reporting was\nmaintained in all material respects.\n\nOur audits of the consolidated financial statements included performing\nprocedures to assess the risks of material misstatement of the\nconsolidated financial statements, whether due to error or fraud, and\nperforming procedures that respond to those risks. Such procedures\nincluded examining, on a test basis, evidence regarding the amounts and\ndisclosures in the consolidated financial statements. Our audits also\nincluded evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall\npresentation of the consolidated financial statements. Our audit of\ninternal control over financial reporting included obtaining an\nunderstanding of internal control over financial reporting, assessing\nthe risk that a material weakness exists, and testing and evaluating the\ndesign and operating effectiveness of internal control based on the\nassessed risk. Our audits also included performing such other procedures\nas we considered necessary in the circumstances. We believe that our\naudits provide a reasonable basis for our opinions.\n\n*Definition and Limitations of Internal Control over Financial\nReporting*\n\nA company' internal control over financial reporting is a process\ndesigned to provide reasonable assurance regarding the reliability of\nfinancial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples. A company' internal control over financial reporting\nincludes those policies and procedures that (i) pertain to the\nmaintenance of records that, in reasonable detail, accurately and fairly\nreflect the transactions and dispositions of the assets of the company;\n(ii) provide reasonable assurance that transactions are recorded as\nn"}, {"title": "airbnb.txt", "text": "ecessary to permit preparation of financial statements in accordance\nwith generally accepted accounting principles, and that receipts and\nexpenditures of the company are being made only in accordance with\nauthorizations of management and directors of the company; and (iii)\nprovide reasonable assurance regarding prevention or timely detection of\nunauthorized acquisition, use, or disposition of the company' assets\nthat could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial\nreporting may not prevent or detect misstatements. Also, projections of\nany evaluation of effectiveness to future periods are subject to the\nrisk that controls may become inadequate because of changes in\nconditions, or that the degree of compliance with the policies or\nprocedures may deteriorate.\n\n*Critical Audit Matters*\n\nThe critical audit matter communicated below is a matter arising from\nthe current period audit of the consolidated financial statements that\nwas communicated or required to be communicated to the audit committee\nand that (i) relates to accounts or disclosures that are material to the\nconsolidated financial statements and (ii) involved our especially\nchallenging, subjective, or complex judgments. The communication of\ncritical audit matters does not alter in any way our opinion on the\nconsolidated financial statements, taken as a whole, and we are not, by\ncommunicating the critical audit matter below, providing a separate\nopinion on the critical audit matter or on the accounts or disclosures\nto which it relates.\n\n67\n\n*Uncertain Tax Positions*\n\nAs described in Notes 2 and 13 to the consolidated financial statements,\nthe Company has recorded gross unrecognized tax benefits of \\$650\nmillion relating to uncertain tax positions as of December 31, 2022.\nManagement evaluates and accounts for uncertain tax positions using a\ntwo-step approach. Recognition, step one, occurs when management\nconcludes that a tax position, based solely on its technical merits, is\nmore-likely-than-not to be sustained upon examination. Measurement, step\ntwo, determines the largest amount of benefit that is greater than 50%\nlikely to be realized upon ultimate settlement with a taxing authority\nthat has full knowledge of all relevant information. The Company is in\nvarious stages of examination in connection with its ongoing tax audits\ng"}, {"title": "airbnb.txt", "text": "lobally and management believes that an adequate provision has been\nrecorded for any adjustments that may result from tax audits. However,\nthe outcome of tax audits cannot be predicted with certainty. If any\nissues addressed in the Company\\'s tax audits are resolved in a manner\nnot consistent with management\\'s expectations, management may be\nrequired to record an adjustment to the provision for (benefit from)\nincome taxes in the period such resolution occurs.\n\nThe principal considerations for our determination that performing\nprocedures relating to uncertain tax positions is a critical audit\nmatter are (i) the significant judgment by management when determining\nuncertain tax positions, including a high degree of estimation\nuncertainty relative to the technical merits and the measurement of the\ntax positions based on interpretations of tax laws and legal rulings;\n(ii) a high degree of auditor judgment, subjectivity, and effort in\nperforming procedures and evaluating audit evidence relating to\nmanagement\\'s recognition and measurement of uncertain tax positions;\nand (iii) the audit effort involved the use of professionals with\nspecialized skill and knowledge.\n\nAddressing the matterinvolved performing procedures and evaluating\naudit evidence in connection with forming our overall opinion on the\nconsolidated financial statements. These procedures included testing the\neffectiveness of controls relating to the recognition and measurement of\nthe liability for uncertain tax positions and controls addressing\ncompleteness of the uncertain tax positions. These procedures also\nincluded, among others, (i) testing the completeness of management\\'s\nassessment of the identification of uncertain tax positions; (ii)\ntesting the recognition and measurement of the liability for uncertain\ntax positions, including management\\'s assessment of the technical\nmerits of the tax positions and the amount of tax benefit expected to be\nsustained; (iii) testing the information used in the calculation of the\nliability for uncertain tax positions, including intercompany\nagreements, international, federal, and state filing positions, and the\nrelated final tax returns; (iv) evaluating the status and results of\nincome tax audits with the relevant tax authorities; and (v) evaluating\nthird party income tax documentation obtained by the Company.\nProfessionals with specialized skill and knowledge"}, {"title": "airbnb.txt", "text": "were used to assist\nin the evaluation of the completeness and measurement of the Company\\'s\nuncertain tax positions, including evaluating the reasonableness of\nmanagement\\'s assessment of whether tax positions are\nmore-likely-than-not of being sustained and the amount of potential\nbenefit to be realized, the application of relevant tax laws, and\nestimated interest and penalties.\n\n/s/ PricewaterhouseCoopers LLP\n\nSan Francisco, California\n\nFebruary\u00a07, 2023\n\nWe have served as the Company\\'s auditor since 2011.\n\n68\n\nAirbnb, Inc.\n\nConsolidated Balance Sheets\n\n(in millions, except par value)\n\n+----------+----------+---------+---------+----+---------+---+---+---+\n| | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| | December | | | | | | | |\n| | 31, | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| | 2021 | 2022 | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Assets | | |"}, {"title": "airbnb.txt", "text": "| | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Current | | | | | | | | |\n| assets: | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Cash and | \\$ | 6,067\u00a0 | | \\$ | 7,378\u00a0 | | | |\n| cash | | | | | | | | |\n| equ | | | | | | | | |\n| ivalents | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Ma | 2,255\u00a0 | | 2,244\u00a0 | | | | | |\n| rketable | | | | | | | | |\n| se | | | | | | | | |\n| curities | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Funds | 3,715\u00a0 |"}, {"title": "airbnb.txt", "text": "| 4,783\u00a0 | | | | | |\n| re | | | | | | | | |\n| ceivable | | | | | | | | |\n| and | | | | | | | | |\n| amounts | | | | | | | | |\n| held on | | | | | | | | |\n| behalf | | | | | | | | |\n| of | | | | | | | | |\n| c | | | | | | | | |\n| ustomers | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Prepaids | 349\u00a0 | | 456\u00a0 | | | | | |\n| and | | | | | | | | |\n| other | | | | | | | | |\n| current | | | | | | | | |\n| assets | | | | | | | | |\n| (i | | | | | | | | |\n| ncluding | |"}, {"title": "airbnb.txt", "text": "| | | | | | |\n| customer | | | | | | | | |\n| rec | | | | | | | | |\n| eivables | | | | | | | | |\n| of \\$143 | | | | | | | | |\n| and | | | | | | | | |\n| \\$200 | | | | | | | | |\n| and | | | | | | | | |\n| al | | | | | | | | |\n| lowances | | | | | | | | |\n| of \\$31 | | | | | | | | |\n| and | | | | | | | | |\n| \\$39, | | | | | | | | |\n| respe | | | | | | | | |\n| ctively) | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | 12,386\u00a0 | | 14,861\u00a0 | | | | | |\n| current |"}, {"title": "airbnb.txt", "text": "| | | | | | | |\n| assets | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Property | 157\u00a0 | | 121\u00a0 | | | | | |\n| and | | | | | | | | |\n| eq | | | | | | | | |\n| uipment, | | | | | | | | |\n| net | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| O | 272\u00a0 | | 138\u00a0 | | | | | |\n| perating | | | | | | | | |\n| lease | | | | | | | | |\n| righ | | | | | | | | |\n| t-of-use | | | | | | | | |\n| assets | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| In | 52\u00a0 | | 34\u00a0 | | | | | |\n| tangibl"}, {"title": "airbnb.txt", "text": "e | | | | | | | | |\n| assets, | | | | | | | | |\n| net | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Goodwill | 653\u00a0 | | 650\u00a0 | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Other | 188\u00a0 | | 234\u00a0 | | | | | |\n| assets, | | | | | | | | |\n| no | | | | | | | | |\n| ncurrent | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | \\$ | 13,708\u00a0 | | \\$ | 16,038\u00a0 | | | |\n| assets | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Lia | | | | | | | | |\n| bilities | | | | | | | | |\n| and | | | | | | | | |\n|"}, {"title": "airbnb.txt", "text": "Sto | | | | | | | | |\n| ckholder | | | | | | | | |\n| s'Equity | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Current | | | | | | | | |\n| liab | | | | | | | | |\n| ilities: | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Accounts | \\$ | 118\u00a0 | | \\$ | 137\u00a0 | | | |\n| payable | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| O | 63\u00a0 | | 59\u00a0 | | | | | |\n| perating | | | | | | | | |\n| lease | | | | | | | | |\n| liab | | | | | | | | |\n| ilities, | | | | | | | | |\n| current | | | | | | | |"}, {"title": "airbnb.txt", "text": "|\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Accrued | 1,559\u00a0 | | 1,817\u00a0 | | | | | |\n| expenses | | | | | | | | |\n| and | | | | | | | | |\n| other | | | | | | | | |\n| current | | | | | | | | |\n| lia | | | | | | | | |\n| bilities | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Funds | 3,715\u00a0 | | 4,783\u00a0 | | | | | |\n| payable | | | | | | | | |\n| and | | | | | | | | |\n| amounts | | | | | | | | |\n| payable | | | | | | | | |\n| to | | | | | | | | |\n| c | | | | | | | | |\n| ustomers | | | | | |"}, {"title": "airbnb.txt", "text": "| | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Unearned | 904\u00a0 | | 1,182\u00a0 | | | | | |\n| fees | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | 6,359\u00a0 | | 7,978\u00a0 | | | | | |\n| current | | | | | | | | |\n| lia | | | | | | | | |\n| bilities | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| L | 1,983\u00a0 | | 1,987\u00a0 | | | | | |\n| ong-term | | | | | | | | |\n| debt | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| O | 372\u00a0 | | 295\u00a0 | | | | | |\n| perating | | | | | | | | |\n| lease | | | | | | | | |\n| liab | | | | |"}, {"title": "airbnb.txt", "text": "| | | |\n| ilities, | | | | | | | | |\n| no | | | | | | | | |\n| ncurrent | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Other | 219\u00a0 | | 218\u00a0 | | | | | |\n| liab | | | | | | | | |\n| ilities, | | | | | | | | |\n| no | | | | | | | | |\n| ncurrent | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | 8,933\u00a0 | | 10,478\u00a0 | | | | | |\n| lia | | | | | | | | |\n| bilities | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Com | | | | | | | | |\n| mitments | | | | | | | | |\n| and | | | |"}, {"title": "airbnb.txt", "text": "| | | | |\n| conti | | | | | | | | |\n| ngencies | | | | | | | | |\n| (Note | | | | | | | | |\n| 12) | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Stoc | | | | | | | | |\n| kholders | | | | | | | | |\n| 'equity: | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Common | ---\u00a0 | | ---\u00a0 | | | | | |\n| stock, | | | | | | | | |\n| \\$0.0001 | | | | | | | | |\n| par | | | | | | | | |\n| value: | | | | | | | | |\n| | | |"}, {"title": "airbnb.txt", "text": "| | | | | |\n| \u00a0 | | | | | | | | |\n| \u00a0\u00a0\u00a0\u00a0lass | | | | | | | | |\n| A - | | | | | | | | |\n| au | | | | | | | | |\n| thorized | | | | | | | | |\n| 2,000 | | | | | | | | |\n| shares; | | | | | | | | |\n| 408 | | | | | | | | |\n| shares | | | | | | | | |\n| issued | | | | | | | | |\n| and | | | | | | | | |\n| out | | | | | | | | |\n| standing | | | | | | | | |\n| as of | | | | | | | | |\n| December | | | | | | | | |\n| 31, | | | | | | | | |\n| 2022; | |"}, {"title": "airbnb.txt", "text": "| | | | | | |\n| | | | | | | | | |\n| \u00a0 | | | | | | | | |\n| \u00a0\u00a0\u00a0\u00a0lass | | | | | | | | |\n| B - | | | | | | | | |\n| au | | | | | | | | |\n| thorized | | | | | | | | |\n| 710 | | | | | | | | |\n| shares; | | | | | | | | |\n| 223 | | | | | | | | |\n| shares | | | | | | | | |\n| issued | | | | | | | | |\n| and | | | | | | | | |\n| out | | | | | | | | |\n| standing | | | | | | | | |\n| as of | | | | | | | | |\n| December | | | | | | | | |\n| 31, | |"}, {"title": "airbnb.txt", "text": "| | | | | | |\n| 2022; | | | | | | | | |\n| | | | | | | | | |\n| \u00a0 | | | | | | | | |\n| \u00a0\u00a0\u00a0\u00a0lass | | | | | | | | |\n| C - | | | | | | | | |\n| au | | | | | | | | |\n| thorized | | | | | | | | |\n| 2,000 | | | | | | | | |\n| shares; | | | | | | | | |\n| zero | | | | | | | | |\n| shares | | | | | | | | |\n| of Class | | | | | | | | |\n| C common | | | | | | | | |\n| stock | | | | | | | | |\n| issued | | | | | | | | |\n| and | | | | | | | | |\n| out |"}, {"title": "airbnb.txt", "text": "| | | | | | | |\n| standing | | | | | | | | |\n| as of | | | | | | | | |\n| December | | | | | | | | |\n| 31, | | | | | | | | |\n| 2022; | | | | | | | | |\n| | | | | | | | | |\n| \u00a0 | | | | | | | | |\n| \u00a0\u00a0\u00a0\u00a0lass | | | | | | | | |\n| H - | | | | | | | | |\n| au | | | | | | | | |\n| thorized | | | | | | | | |\n| 26 | | | | | | | | |\n| shares; | | | | | | | | |\n| 9 shares | | | | | | | | |\n| issued | | | | | | | | |\n| and none | | | | | | | | |\n| out"}, {"title": "airbnb.txt", "text": "| | | | | | | | |\n| standing | | | | | | | | |\n| as of | | | | | | | | |\n| December | | | | | | | | |\n| 31, 2022 | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Ad | 11,140\u00a0 | | 11,557\u00a0 | | | | | |\n| ditional | | | | | | | | |\n| paid-in | | | | | | | | |\n| capital | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Acc | \\(7\\) | | \\(32\\) | | | | | |\n| umulated | | | | | | | | |\n| other | | | | | | | | |\n| compr | | | | | | | | |\n| ehensive | | | | | | | | |\n| loss | | | | | | | | |\n+--"}, {"title": "airbnb.txt", "text": "--------+----------+---------+---------+----+---------+---+---+---+\n| Acc | (6,358) | | (5,965) | | | | | |\n| umulated | | | | | | | | |\n| deficit | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | 4,775\u00a0 | | 5,560\u00a0 | | | | | |\n| sto | | | | | | | | |\n| ckholder | | | | | | | | |\n| s'equity | | | | | | | | |\n+----------+----------+---------+---------+----+---------+---+---+---+\n| Total | \\$ | 13,708\u00a0 | | \\$ | 16,038\u00a0 | | | |\n| lia | | | | | | | | |\n| bilities | | | | | | | | |\n| and | | | | | | | | |\n| sto | | | | | | | | |\n| ckholder | | | | | | | | |\n| s'equity | | | | | | | |"}, {"title": "airbnb.txt", "text": "|\n+----------+----------+---------+---------+----+---------+---+---+---+\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n69\n\nAirbnb, Inc.\n\nConsolidated Statements of Operations\n\n(in millions, except per share amounts)\n\n ------------------------------------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Revenue\\$ 3,378\u00a0 \\$ 5,992\u00a0 \\$ 8,399\u00a0 \n Costs and expenses: \n Cost of revenue 876\u00a0 1,156\u00a0 1,499\u00a0 \n Operations and support 878\u00a0 847\u00a0 1,041\u00a0 \n Product development 2,753\u00a0 1,425\u00a0 1,502\u00a0 \n Sales and marketing 1,175\u00a0 1,186\u00a0 1,516General and administrative 1,135\u00a0 836\u00a0 950\u00a0 \n Restructuring charges 151\u00a0 113\u00a0 89\u00a0 \n Total costs and expenses 6,968\u00a0 5,563\u00a0 6,597\u00a0 \n Income (loss) from operations (3,590) 429\u00a0 1,802\u00a0 \n Interest income 27\u00a0 13\u00a0 186\u00a0 \n Interest expense"}, {"title": "airbnb.txt", "text": "\\(172\\) \\(438\\) \\(24\\) \n Other income (expense), net \\(947\\) \\(304\\) 25\u00a0 \n Income (loss) before income taxes (4,682) \\(300\\) 1,989\u00a0 \n Provision for (benefit from) income taxes \\(97\\) 52\u00a0 96\u00a0 \n Net income (loss) \\$ (4,585) \\$ \\(352\\) \\$ 1,893\u00a0 \n Net income (loss) per share attributable to Class\u00a0 and Class\u00a0 common stockholders: \n Basic\\$ (16.12) \\$ (0.57) \\$ 2.97\u00a0 \n Diluted \\$ (16.12) \\$ (0.57) \\$ 2.79\u00a0 \n Weighted-average shares used in computing net income (loss) per share attributable to Class\u00a0 and Class\u00a0 common stockholders: \n Basic 284\u00a0 616\u00a0 637\u00a0 \n Diluted 284\u00a0 616\u00a0 680\u00a0 \n ------------------------------------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n70\n\nAirbnb, Inc.\n\nConsolidated Statements of Comprehensive Income (Loss)\n\n(in millions)\n\n ----------------------------------------------------------------------------- ------------------------- --------- -------- ---- --------- -- ---- -------- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Net income (loss) \\$ (4,585) \\$ \\(352\\) \\$ 1,893\u00a0 \n Other comprehensive income (loss):"}, {"title": "airbnb.txt", "text": "Net unrealized loss on available-for-sale marketable securities, net of tax ---\u00a0 \\(4\\) \\(15\\) \n Foreign currency translation adjustments 7\u00a0 \\(6\\) \\(10\\) \n Other comprehensive income (loss) 7\u00a0 \\(10\\) \\(25\\) \n Comprehensive income (loss) \\$ (4,578) \\$ \\(362\\) \\$ 1,868\u00a0 \n ----------------------------------------------------------------------------- ------------------------- --------- -------- ---- --------- -- ---- -------- -- -- --\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n71\n\nAirbnb, Inc.\n\nConsolidated Statements of Redeemable Convertible Preferred Stock and\nStockholders'Equity (Deficit)\n\n(in millions)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Redeemable
\nConvertible Preferred
\nStock

Common Stock

Additional
\nPaid-In
\nCapital

Accumulated
\nOther
\nComprehensive
\nIncome (Loss)

Accumulated
\nDeficit

Total
\nStockholders\u2019Equity (Deficit)

Shares

Amount

Shares

Amount

Balances as of December 31, 2019

240\u00a0

$

3,232\u00a0

264\u00a0

$

\u2014\u00a0

*

$

617\u00a0

$

(4)

$

(1,421)

$

(808)

Net loss

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

(4,585)

(4,585)

Other comprehensive income

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\n

\u2014\u00a0

\u2014\u00a0

7\u00a0

\u2014\u00a0

7\u00a0

Capital contribution from founders

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

15\u00a0

\u2014\u00a0

\u2014\u00a0

15\u00a0

Exercise of common stock options

\u2014"}, {"title": "airbnb.txt", "text": "

\u2014\u00a0

7\u00a0

\u2014\u00a0

*

15\u00a0

\u2014\u00a0

\u2014\u00a0

15\u00a0

Issuance of common stock in connection with initial public\noffering, net of underwriting discounts and issuance costs

\u2014\u00a0

\u2014\u00a0

55\u00a0

\u2014\u00a0

*

3,651\u00a0

\u2014\u00a0

\u2014\u00a0

3,651\u00a0

\n

Issuance of common stock upon settlement of RSUs, net of shares\nwithheld for taxes

\u2014\u00a0

\u2014\u00a0

32\u00a0

\u2014\u00a0

*

(1,650)

\u2014\u00a0

\u2014\u00a0

(1,650)

Conversion of redeemable convertible preferred stock to common\nstock in connection with initial public offering

(240)

(3,232)

241\u00a0

\u2014\u00a0

*

3,231\u00a0

\u2014\u00a0

\u2014\u00a0

3,231\u00a0

Settlement of contingent consideration liability settled in\nshares

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

22\u00a0

\u2014\u00a0

\u2014\u00a0

22\u00a0

Stock-based compensation

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

3,003\u00a0

\u2014\u00a0

\u2014\u00a0

3,003\u00a0

Balances as of December 31, 2020

\u2014\u00a0

\u2014\u00a0

599\u00a0

\u2014\u00a0

*

8,904\u00a0

3\u00a0

(6,006)

2,901\u00a0

Net loss

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

(352)

(352)

Other comprehensive loss

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

(10)

\u2014\u00a0

(10)

Exercise of common stock options

\u2014\u00a0

\u2014\u00a0

18\u00a0

\u2014\u00a0

*

138\u00a0

\u2014\u00a0

\u2014\u00a0

138\u00a0

Issuance of common stock upon settlement of RSUs, net of shares\nwithheld for taxes

\u2014\u00a0

\u2014\u00a0

16\u00a0

\u2014\u00a0

*

(44)

\u2014\u00a0

\u2014\u00a0

(44)

Reclassification of derivative warrant liability to\nequity

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

"}, {"title": "airbnb.txt", "text": "

1,277\u00a0

\u2014\u00a0

\u2014\u00a0

1,277\u00a0

Purchase of capped calls

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

(100)

\u2014\u00a0

\u2014\u00a0

(100)

Issuance of common stock under employee stock purchase plan, net\nof shares withheld

\u2014\u00a0

\u2014\u00a0

1\u00a0

\u2014\u00a0

*

51\u00a0

\u2014\u00a0

\u2014\u00a0

51\u00a0

Stock-based compensation

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

914\u00a0

\u2014\u00a0

\u2014\u00a0

914\u00a0

Balances as of December 31, 2021

\u2014\u00a0

$

\u2014\u00a0

634\u00a0

$

\u2014\u00a0

*

$

11,140\u00a0

$

(7)

$

(6,358)

$

4,775\u00a0

\n\n\\*Amounts round to zero and do not change rounded totals.\n\nThe accompanying notes are an integral part of the"}, {"title": "airbnb.txt", "text": "se consolidated\nfinancial statements.\n\n72\n\nAirbnb, Inc.\n\nConsolidated Statements of Redeemable Convertible Preferred Stock and\nStockholders'Equity (Deficit)\n\n(in millions)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n

Redeemable
\nConvertible Preferred
\nStock

Common Stock

Additional
\nPaid-In
\nCapital

Accumulated
\nOther
\nComprehensive
\nIncome (Loss)

Accumulated
\nDeficit

Total
\nStockholders\u2019Equity (Deficit)

Shares

Amount

Shares

Amount

Balances as of December 31, 2021

\u2014\u00a0

$

\u2014\u00a0

634\u00a0

$

\u2014\u00a0

*

$

11,140\u00a0

$

(7)

$

(6,358)

$

4,775\u00a0

Net income

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

1,893\u00a0

1,893\u00a0

\n

Other comprehensive loss

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

(25)

\u2014\u00a0

(25)

Exercise of common stock options

\u2014\u00a0

\u2014\u00a0

3\u00a0

\u2014\u00a0

*

40\u00a0

\u2014\u00a0

\u2014\u00a0

40\u00a0

Issuance of common stock upon settlement of RSUs, net of shares\nwithheld for tax"}, {"title": "airbnb.txt", "text": "es

\u2014\u00a0

\u2014\u00a0

8\u00a0

\u2014\u00a0

*

(612)

\u2014\u00a0

\u2014\u00a0

(612)

Issuance of common stock under employee stock purchase plan, net\nof shares withheld for taxes

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

*

\u2014\u00a0

*

48\u00a0

\u2014\u00a0

\u2014\u00a0

48\u00a0

Stock-based compensation

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

941\u00a0

"}, {"title": "airbnb.txt", "text": "\u2014\u00a0

\u2014\u00a0

941\u00a0

Repurchases of common stock

\u2014\u00a0

\u2014\u00a0

(14)

\u2014\u00a0

*

\u2014\u00a0

\u2014\u00a0

(1,500)

(1,500)

Balances as of December 31, 2022

\u2014\u00a0

$

\u2014\u00a0

631\u00a0

$

\u2014\u00a0

*

$

11,557\u00a0

$

(32)

$

(5,965)

$

5,560\u00a0

\n\n\\*Amounts round to zero and do not change rounded totals.\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n73\n\nAirbnb, Inc.\n\nConsolidated Statements of Cash Flows\n\n(in millions)\n\n ------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Cash flows from operating activities:Net income (loss) \\$ (4,585) \\$ \\(352\\) \\$ 1,893\u00a0 \n Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: \n Depreciation and amortization 126\u00a0 138\u00a0 81\u00a0 \n Bad debt expense 108\u00a0 27\u00a0 49\u00a0 \n Stock-based compensation expense 3,003\u00a0 899\u00a0 930\u00a0 \n Deferred income taxes \\(20\\) 11\u00a0 \\(1\\) \n Impairment of investments82\u00a0 3\u00a0 ---\u00a0 \n (Gain) loss on investments, net 31\u00a0 \\(8\\) \\(2\\) \n Change in fair value of warrant liability 869\u00a0 292\u00a0 ---\u00a0 \n \n Foreign exchange (gain) loss \\(53\\) 24\u00a0 62\u00a0 \n Impairment of long-lived assets 36\u00a0 113\u00a0 91\u00a0 \n Loss from extinguishment of debt ---\u00a0 377\u00a0 ---"}, {"title": "airbnb.txt", "text": "Other, net 58\u00a0 28\u00a0 8\u00a0 \n Changes in operating assets and liabilities: \n Prepaids and other assets \\(4\\) \\(54\\) \\(226\\) \n Operating lease right-of-use assets \\(33\\) 25\u00a0 41\u00a0 \n Accounts payable \\(73\\) 40\u00a0 20\u00a0 \n Accrued expenses and other liabilities \\(79\\) 288\u00a0 273\u00a0 \n Operating lease liabilities61\u00a0 \\(34\\) \\(69\\) \n Unearned fees \\(267\\) 496\u00a0 280\u00a0 \n Net cash provided by (used in) operating activities \\(740\\) 2,313\u00a0 3,430\u00a0 \n Cash flows from investing activities: \n Purchases of property and equipment \\(37\\) \\(25\\) \\(25\\) \n Purchases of marketable securities (3,033) (4,938) (4,072) \n Sales of marketable securities 1,348\u00a0 1,584\u00a0 909\u00a0 \n Maturities of marketable securities 1,810\u00a0 2,027\u00a0 3,162\u00a0 \n \n Other investing activities, net \\(8\\) ---\u00a0 \\(2\\) \n Net cash provided by (used in) investing activities 80\u00a0 (1,352) \\(28\\) \n ------------------------------------------------------------------------------------------------ ------------------------- --------- --------- ---- --------- -- ---- -------- -- -- --\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n74\n\nAirbnb, Inc.\n\nConsolidated Statements of Cash Flows\n\n(in millions)\n\n ----------------------------------------------------------------------------------------------------------------------- ---"}, {"title": "airbnb.txt", "text": "---------------------- -------- --------- ---- --------- -- ---- --------- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Cash flows from financing activities: \n Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs \\$ 3,651\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \n Taxes paid related to net share settlement of equity awards(1,527) \\(177\\) \\(607\\) \n Proceeds from exercise of stock options 15\u00a0 138\u00a0 40\u00a0 \n Proceeds from the issuance of common stock under employee stock purchase plan ---\u00a0 51\u00a0 48\u00a0 \n Repurchases of common stock ---\u00a0 ---\u00a0 (1,500) \n Principal repayment of long-term debt \\(5\\) (1,995) ---\u00a0 \n Prepayment penalty on long-term debt ---\u00a0 \\(213\\) ---\u00a0 \n Proceeds from issuance of long-term debt and warrants, net of issuance costs 1,929\u00a0 ---\u00a0 ---\u00a0 \n Proceeds from issuance of convertible senior notes, net of issuance costs ---\u00a0 1,979\u00a0 ---\u00a0 \n Purchases of capped calls related to convertible senior notes ---\u00a0 \\(100\\) ---\u00a0 \n Change in funds payable and amounts payable to customers (1,024) 1,625\u00a0 1,330\u00a0 \n Other financing activities, net 12\u00a0 ---\u00a0 ---\u00a0 \n Net cash provided by (used in) financing activities 3,051\u00a0 1,308\u00a0 \\(689\\)"}, {"title": "airbnb.txt", "text": "Effect of exchange rate changes on cash, cash equivalents, and restricted cash 134\u00a0 \\(210\\) \\(337\\) \n Net increase in cash, cash equivalents, and restricted cash 2,525\u00a0 2,059\u00a0 2,376\u00a0 \n Cash, cash equivalents, and restricted cash, beginning of year 5,143\u00a0 7,668\u00a0 9,727\u00a0 \n Cash, cash equivalents, and restricted cash, end of year \\$ 7,668\u00a0 \\$ 9,727\u00a0 \\$ 12,103\u00a0 \n Supplemental disclosures of cash flow information: \n Cash paid for income taxes, net of refunds \\$ 15\\$ 17\u00a0 \\$ 68\u00a0 \n Cash paid for interest \\$ 130\u00a0 \\$ 50\u00a0 \\$ 8\u00a0 \n \n ----------------------------------------------------------------------------------------------------------------------- ------------------------- -------- --------- ---- --------- -- ---- --------- -- -- --\n\nThe accompanying notes are an integral part of these consolidated\nfinancial statements.\n\n75\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nNote 1. Description of Business\n\nAirbnb,\u00a0nc. (the \"ompany\"or \"irbnb\" was incorporated in Delaware in\nJune\u00a0008 and is headquartered in San Francisco, California. The\nCompany\u00a0perates\u00a0 global platform for unique stays and experiences. The\nCompany' marketplace model connects Hosts and guests (collectively\nreferred to as \"ustomers\" online or"}, {"title": "airbnb.txt", "text": "through mobile devices to book\nspaces and experiences around the world.\n\nNote 2. Summary of Significant Accounting Policies\n\n*Basis of Presentation*\n\nThe accompanying consolidated financial statements have been prepared in\nconformity with generally accepted accounting principles in the United\nStates of America (\".S. GAAP\" and include accounts of the Company and\nits wholly-owned subsidiaries. All intercompany accounts and\ntransactions have been eliminated in consolidation. The Company has\nchanged its presentation from thousands to millions and, as a result,\nany necessary rounding adjustments have been made to prior period\ndisclosed amounts.\n\n*Stock Split*\n\nOn October 26, 2020, the Company effected a two-for-one stock split of\nits common stock and redeemable convertible preferred stock. All share\nand per share information has been retroactively adjusted to reflect the\nstock split for all periods presented.\n\n*Initial Public Offering*\n\nThe Company' registration statement on Form S-1 (the \"PO Registration\nStatement\" related to its initial public offering (\"PO\" was declared\neffective on December 9, 2020 and the Company' Class A common stock\nbegan trading on the Nasdaq Global Select Market on December 10, 2020.\nOn December 14, 2020, the Company completed its IPO, in which the\nCompany sold 50.0\u00a0illion shares of Class A common stock at a price to\nthe public of \\$68.00 per share. On the same day, the Company sold an\nadditional 5.0\u00a0illion shares of Class A common stock at a price to the\npublic of \\$68.00 per share pursuant to the exercise of the\nunderwriters'option to purchase additional shares. The Company received\naggregate net proceeds of \\$3.7\u00a0illion after deducting underwriting\ndiscounts and commissions of \\$79.3 million and offering expenses of\n\\$9.8\u00a0illion.\n\nUpon completing the IPO, all outstanding shares of the Company'\nredeemable convertible preferred stock, of which 239.6 million shares\nwere outstanding prior to the IPO, converted into an aggregate of 240.9\nmillion shares of the Company' Class B common stock, including 1.3\nmillion shares of common stock issuable pursuant to the anti-dilution\nadjustment provisions relating to the Company' Series C redeemable\nconvertible preferred stock.\n\nUpon the Company' IPO, the Company recognized \\$2.8\u00a0illion of\nstock-based compensation expense for awards with a liquidity-event\nperformance-based vesting condition satisfied"}, {"title": "airbnb.txt", "text": "at IPO. Shares were then\nissued related to the vesting of the restricted stock units (\\\"RSUs\\\")\nwith such performance-based vesting conditions. The Company withheld\n24.2\u00a0illion shares of common stock based on the IPO price of \\$68.00 per\nshare to satisfy tax withholding and remittance of approximately\n\\$1.6\u00a0illion.\n\nUnder the Company' restated certificate of incorporation, which became\neffective immediately prior to the completion of the IPO, the Company is\nauthorized to issue 4.7 billion shares of common stock, including 2.0\nbillion shares of Class A common stock, 710.0 million shares of Class B\ncommon stock, 2.0 billion shares of Class C common stock and 26.0\nmillion shares of Class H common stock. As a result, following the\ncompletion of the IPO, the Company has four classes of authorized common\nstock: Class A, Class B, Class C, and Class H common stock, of which\nClass A and Class B had shares outstanding as of December 31, 2020. In\nNovember 2020, 9.2 million shares of Class H common stock were issued to\nthe Company' wholly-owned Host Endowment Fund subsidiary and held as\ntreasury stock.\n\n*Principles of Consolidation*\n\nThe accompanying consolidated financial statements include the accounts\nof the Company and its wholly-owned subsidiaries and variable interest\nentities (\"IE\" in which the Company is the primary beneficiary in\naccordance with consolidation accounting guidance. All intercompany\ntransactions have been eliminated in consolidation.\n\nThe Company determines, at the inception of each arrangement, whether an\nentity in which it has made an investment or in which it has other\nvariable interest in is considered a VIE. The Company consolidates a VIE\nwhen it is deemed to be the primary beneficiary. The primary beneficiary\nof a VIE is the party that meets both of the following criteria: (i)\u00a0as\nthe power to direct the activities that most significantly affect the\neconomic performance of the VIE; and (ii)\u00a0as the obligation to absorb\nlosses or the right to receive benefits that in either case could\npotentially be significant to the VIE. Periodically, the Company\ndetermines whether any changes in its interest or relationship with the\nentity impact the determination of whether the entity is still a VIE\nand, if so, whether the Company is the primary beneficiary. If the\nCompany is not deemed to be the primary beneficiary in a VIE, the\nCompany accounts for the in"}, {"title": "airbnb.txt", "text": "vestment or other variable interest in a VIE\nin accordance with applicable U.S. GAAP. As of December\u00a01, 2021 and\n2022, the Company' consolidated VIEs were not material to the\nconsolidated financial statements.\n\n*Use of Estimates*\n\nThe preparation of the Company' consolidated financial statements in\nconformity with U.S. GAAP requires management to make certain estimates\nand assumptions that affect the amounts reported in the financial\nstatements and accompanying notes. The Company regularly evaluates its\nestimates, including those related to bad debt reserves, fair value of\ninvestments, useful lives of long-lived assets and\n\n76\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nintangible assets, valuation of goodwill and intangible assets from\nacquisitions, contingent liabilities, insurance reserves, revenue\nrecognition, valuation of common stock, stock-based compensation, and\nincome and non-income taxes, among others. Actual results could differ\nmaterially from these estimates.\n\nAs the impact of the coronavirus disease (\"OVID-19\" pandemic and the\nchallenging macroeconomic conditions, including inflation and rising\ninterest rates, and potential decreased consumer spending, continues to\nevolve, estimates and assumptions about future events and their effects\ncannot be determined with certainty and therefore require increased\njudgment. These estimates and assumptions may change in future periods\nand will be recognized in the consolidated financial statements as new\nevents occur and additional information becomes known. To the extent the\nCompany' actual results differ materially from those estimates and\nassumptions, the Company' future consolidated financial statements could\nbe affected.\n\n*Segment Information*\n\nOperating segments are defined as components of an entity for which\ndiscrete financial information is available and is regularly reviewed by\nthe Chief Operating Decision Maker (\"ODM\" in making decisions regarding\nresource allocation and performance assessment. The Company' CODM is its\nChief Executive Officer. The Company has determined it has one operating\nand reportable segment as the CODM reviews financial information\npresented on a consolidated basis for purposes of allocating resources\nand evaluating financial performance.\n\n*Cash and Cash Equivalents*\n\nCash and cash equivalents are held in checking and"}, {"title": "airbnb.txt", "text": "interest-bearing\naccounts and consist of cash and highly-liquid securities with an\noriginal maturity of 90 days or less.\n\n*Marketable Securities*\n\nThe Company considers all highly-liquid investments with original\nmaturities of greater than 90 days to be marketable securities. The\nCompany determines the appropriate classification of its investments in\nmarketable securities at the time of purchase. As the Company views\nthese investments as available to support current operations, it\naccounts for these debt securities as available-for-sale and classifies\nthem as short-term assets on its consolidated balance sheets. The\nCompany determines realized gains or losses on the sale of equity and\ndebt securities on a specific identification method.\n\nUnrealized gains and non-credit related losses on available-for-sale\ndebt securities are reported as a component of accumulated other\ncomprehensive income (loss) in stockholders'equity (deficit). Realized\ngains and losses and impairments are reported within other income\n(expense), net in the consolidated statements of operations. The\nassessment for impairment takes into account the severity and duration\nof the decline in value, adverse changes in the market or industry of\nthe investee, the Company' intent to sell the security, and whether it\nis more likely than not that it will be required to sell the security\nbefore recovery of the amortized cost basis.\n\nThe Company' marketable equity securities with readily determinable fair\nvalues are measured at fair value on a recurring basis with changes in\nfair value recognized within other income (expense), net in the\nconsolidated statements of operations.\n\nThe Company records an impairment of its available-for-sale debt\nsecurities if the amortized cost basis exceeds its fair value and if the\nCompany has the intention to sell the security or if it is more likely\nthan not that the Company will be required to sell the security before\nrecovery of the amortized cost basis. If the Company does not have the\nintention to sell the security and it is not more likely than not that\nthe Company will be required to sell the security before recovery of the\namortized cost basis and the Company determines that the unrealized loss\nis entirely or partially due to credit-related factors, the credit loss\nis measured and recognized as an allowance on the consolidated balance\nsheets with a corresponding c"}, {"title": "airbnb.txt", "text": "harge in the consolidated statements of\noperations. The allowance is measured as the amount by which the debt\nsecurity' amortized cost basis exceeds the Company' best estimate of the\npresent value of cash flows expected to be collected. Any remaining\ndecline in fair value that is non-credit related is recognized in other\ncomprehensive income (loss). Improvements in expected cash flows due to\nimprovements in credit are recognized through reversal of the credit\nloss and corresponding reduction in the allowance for credit loss.\n\n*Non-Marketable Investments*\n\nNon-marketable investments consist of debt and equity investments in\nprivately-held companies, which are classified as other assets,\nnoncurrent on the consolidated balance sheets. The Company classifies\nits non-marketable investments that meet the definition of a debt\nsecurity as available-for-sale. The accounting policy for debt\nsecurities classified as available-for-sale is described above. The\nCompany' non-marketable equity investments are accounted for using\neither the equity method of accounting or as equity investments without\nreadily determinable fair values under the measurement alternative.\n\nThe Company uses the equity method if it has the ability to exercise\nsignificant influence, but not control, over the operating and financial\npolicies of the investee. For investments accounted for using the equity\nmethod, the Company' proportionate share of its equity interest in the\nnet income (loss) and other comprehensive income (loss) of these\ncompanies is recorded in the consolidated statements of operations\nwithin other income (expense), net. The carrying amount of the\ninvestment in equity interests is adjusted to reflect the Company'\ninterest in the investee' net income or loss and any impairments and is\nclassified in other assets, noncurrent on the consolidated balance\nsheets.\n\nEquity investments for which the Company is not able to exercise\nsignificant influence over the investee and for which fair value is not\nreadily determinable are accounted for using the measurement\nalternative. Such investments are carried at cost, less any impairments,\nand are adjusted for subsequent observable price changes obtained from\norderly transactions for identical or similar investments issued by the\nsame investee. This election is reassessed each reporting period to\ndetermine whether non-marketable equity securities h"}, {"title": "airbnb.txt", "text": "ave a readily\n\n77\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\ndeterminable fair value, in which case they would no longer be eligible\nfor this election. Changes in the basis of the equity investment are\nrecognized in other income (expense), net in the consolidated statements\nof operations.\n\nThe Company reviews its non-marketable debt and equity investments for\nimpairment at the end of each reporting period or whenever events or\ncircumstances indicate that the carrying value may not be fully\nrecoverable. Impairment indicators might include negative changes in\nindustry and market conditions, financial performance, business\nprospects, and other relevant events and factors. Upon determining that\nan impairment exists, the Company recognizes as an impairment in other\nincome (expense), net in the consolidated statements of operations the\namount by which the carrying value exceeds the fair value of the\ninvestment.\n\n*Fair Value of Financial Instruments*\n\nThe Company applies fair value accounting for all financial assets and\nliabilities that are recognized or disclosed at fair value in the\nfinancial statements. The authoritative guidance on fair value\nmeasurements establishes a hierarchical disclosure framework which\nprioritizes and ranks the level of market price observability used in\nmeasuring financial instruments at fair value.\u00a0his hierarchy requires\nthe Company to use observable market data when available and to minimize\nthe use of unobservable inputs when determining fair value. Financial\ninstruments with readily available quoted prices in active markets\ngenerally will have a higher degree of market price observability and a\nlesser degree of judgment used in measuring fair value.\n\nFinancial instruments measured and disclosed at fair value are\nclassified and disclosed based on the observability of inputs used in\nthe determination of fair value as follows:\n\n*Level\u00a0:* Observable inputs such as quoted prices in active markets.\n\n*Level\u00a0:* Observable inputs other than Level\u00a0 prices, such as quoted\nprices in less active markets or model-derived valuations that are\nobservable either directly or indirectly.\n\n*Level\u00a0:* Unobservable inputs in which there is little or no market data\nthat are significant to the fair value of the assets or liabilities.\n\nThe carrying amount of the Company' financial instruments, including"}, {"title": "airbnb.txt", "text": "cash equivalents, funds receivable and amounts held on behalf of\ncustomers, accounts payable, accrued liabilities, funds payable and\namounts payable to customers, and unearned fees approximate their\nrespective fair values because of their short maturities.\n\n*Level\u00a0 Valuation Techniques*\\\n\\\nFinancial instruments classified as Level\u00a0 within the Company' fair\nvalue hierarchy are valued on the basis of prices from an orderly\ntransaction between market participants provided by reputable dealers or\npricing services. Prices of these securities are obtained through\nindependent, third-party pricing services and include market quotations\nthat may include both observable and unobservable inputs. In determining\nthe value of a particular investment, pricing services may use certain\ninformation with respect to transactions in such investments, quotations\nfrom dealers, pricing matrices and market transactions in comparable\ninvestments, and various relationships between investments. The Company'\nforeign exchange derivative instruments are valued using pricing models\nthat take into account the contract terms, as well as multiple inputs\nwhere applicable, such as interest rate yield curves and currency\nrates.\\\n\\\n*Level 3 Valuation Techniques*\\\n\\\nFinancial instruments classified as Level 3 within the Company' fair\nvalue hierarchy consist primarily of a derivative warrant liability\nrelating to the warrants issued in conjunction with the second lien loan\ndiscussed in Note 9, *Debt*. Valuation techniques for the derivative\nwarrant liability include the Black-Scholes option-pricing model with\nkey assumptions such as stock price volatility, expected term, and\nrisk-free interest rates.\n\n*Internal-Use Software*\n\nThe Company capitalizes certain costs in connection with obtaining or\ndeveloping software for internal use. Amortization of such costs begins\nwhen the project is substantially complete and ready for its intended\nuse. Capitalized software development costs are classified as\n\n78\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nproperty and equipment, net on the consolidated balance sheets and are\namortized using the straight-line method over the estimated useful life\nof the applicable software.\n\n*Property and Equipment*\n\nProperty and equipment are stated at cost, less accumulated depreciation\nand amortization.\n\nDepreciation and"}, {"title": "airbnb.txt", "text": "amortization on property and equipment is calculated\nusing the straight-line method over the estimated useful lives indicated\nbelow:\n\n --------------------------------------------------------- ---------------------------------------------------- -- -- -- --\n \n Asset Category Period \n Computer equipment 5 years \n Computer software and capitalized internal-use software 1.5 to 3 years \n Office furniture and equipment 5 years \n Buildings 25 to 40 years \n Leasehold improvements Lesser\u00a0f\u00a0stimated\u00a0seful\u00a0ife\u00a0r remaining lease term \n --------------------------------------------------------- ---------------------------------------------------- -- -- -- --\n\nCosts of maintenance and repairs that do not improve or extend the\nuseful lives of assets are expensed as incurred. Upon retirement or\nsale, the cost and related accumulated depreciation are removed from the\nconsolidated balance sheet and the resulting gain or loss is reflected\nin the consolidated statements of operations.\n\n*Leases*\n\nThe Company determines whether an arrangement is or contains a lease at\ninception. Operating lease right-of-use (\"OU\" assets and liabilities are\nrecognized at commencement date based on the present value of lease\npayments over the lease term. Operating lease liabilities represent the\npresent value of lease payments not yet paid. Operating lease ROU assets\nrepresent the Company' right to use an underlying asset and are based\nupon the operating lease liabilities adjusted for prepayments or accrued\nlease payments, initial direct costs, lease incentives, and impairment\nof operating lease assets. As most of the Company' leases do not provide\nan implicit rate, the Company uses its incremental borrowing rate based\non the information available at commencement date in determining the\npresent value of lease payments"}, {"title": "airbnb.txt", "text": ". The Company has real estate and\nequipment lease agreements that contain lease and non-lease components,\nwhich are accounted for as a single lease component.\n\nThe Company' leases often contain rent escalations over the lease term.\nThe Company recognizes expense for these leases on a straight-line basis\nover the lease term. Additionally, tenant incentives, primarily used to\nfund leasehold improvements, are recognized when earned and reduce the\nCompany' right-of-use asset related to the lease. These are amortized\nthrough the right-of-use asset as reductions of expense over the lease\nterm.\n\nThe Company' lease agreements may contain variable costs such as common\narea maintenance, operating expenses, or other costs. Variable lease\ncosts are expensed as incurred on the consolidated statements of\noperations. The Company' lease agreements generally do not contain any\nresidual value guarantees or restrictive covenants.\n\nFor substantially all leases with an initial non-cancelable lease term\nof less than one year and no option to purchase, the Company elected not\nto recognize the lease on its Consolidated Balance Sheets and instead\nrecognize rent payments on a straight-line basis over the lease term\nwithin operating expense on its Consolidated Statements of Operations.\n\n*Goodwill*\n\nGoodwill represents the excess of the purchase price over the fair value\nof net assets acquired in a business combination. The Company has one\nreporting unit. The Company tests goodwill for impairment at least\nannually in the fourth quarter, or whenever events or changes in\ncircumstances indicate that goodwill might be impaired. The Company uses\na two-step process to assess the realizability of goodwill. The first\nstep, Step 0, is a qualitative assessment that analyzes current economic\nindicators associated with a particular reporting unit. For example, the\nCompany analyzes changes in economic, market and industry conditions,\nbusiness strategy, cost factors, and financial performance, among\nothers, to determine if there would be a significant decline to the fair\nvalue of a reporting unit. A qualitative assessment also includes\nanalyzing the excess fair value of a reporting unit over its carrying\nvalue from impairment assessments performed in previous years. If the\nqualitative assessment indicates a stable or improved fair value, no\nfurther testing is required.\n\nIf a qualitative assessment i"}, {"title": "airbnb.txt", "text": "ndicates that a significant decline to fair\nvalue of a reporting unit is more likely than not, or if a reporting\nunit' fair value has historically been closer to its carrying value, the\nCompany will proceed to Step 1 testing where the Company calculates the\nfair value of a reporting unit. If Step 1 indicates that the carrying\nvalue of a reporting unit is in excess of its fair value, the Company\nwill record an impairment equal to the amount by which a reporting unit'\ncarrying value exceeds its fair value.\n\n79\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nThere were no impairment charges in any of the periods presented in the\nconsolidated financial statements.\n\n*Intangible Assets*\n\nIntangible assets are amortized on a straight-line basis over the\nestimated useful lives ranging from one to ten years. The Company\nreviews intangible assets for impairment under the long-lived asset\nmodel described below. There were no impairment charges in any of the\nperiods presented in the consolidated financial statements.\n\n*Impairment of Long-Lived Assets*\n\nLong-lived assets that are held and used by the Company are reviewed for\nimpairment when events or changes in circumstances indicate that the\ncarrying amount of the asset may not be recoverable. Determination of\nrecoverability of long-lived assets is based on an estimate of the\nundiscounted cash flows resulting from the use of the asset and its\neventual disposition. If the carrying value of the long-lived asset is\nnot recoverable on an undiscounted cash flow basis, impairment is\nrecognized to the extent that the carrying value exceeds its fair value.\nFair value is determined through various valuation techniques including\ndiscounted cash flow models, quoted market values, and third-party\nindependent appraisals, as necessary.\n\nAny impairments to ROU assets, leasehold improvements, or other assets\nas a result of a sublease, abandonment, or other similar factor are\nrecorded as an operating expense. Similar to other long-lived assets,\nmanagement tests ROU assets for impairment whenever events or changes in\ncircumstances occur that could impact the recoverability of these\nassets. For ROU assets, such circumstances may include subleases that do\nnot fully recover the costs of the associated leases or a decision to\nabandon the use of all or part of an asset. For the years ended\nD"}, {"title": "airbnb.txt", "text": "ecember\u00a01, 2020 and 2021, the Company recorded \\$35.8\u00a0illion and\n\\$112.5\u00a0illion, respectively, of long-lived asset impairment charges\nwithin restructuring charges in the consolidated statement of\noperations. For the year ended December\u00a01, 2022, the Company recorded\n\\$91.4\u00a0illion of long-lived asset impairment, of which \\$88.9\u00a0illion was\nrecorded within restructuring charges and the remainder within general\nand administrative, in the consolidated statements of operations.\n\n*Revenue Recognition*\n\nThe Company generates substantially all of its revenue from facilitating\nguest stays at accommodations offered by Hosts on the Company' platform.\n\nThe Company considers both Hosts and guests to be its customers. The\ncustomers agree to the Company' Terms of Service (\"oS\" to use the\nCompany' platform. Upon confirmation of a booking made by a guest, the\nHost agrees to provide the use of the property. At such time, the Host\nand guest also agree upon the applicable booking value as well as Host\nfees and guest fees (collectively \"ervice fees\". The Company charges\nservice fees in exchange for certain activities, including the use of\nthe Company' platform, customer support, and payment processing\nactivities. These activities are not distinct from each other and are\nnot separate performance obligations. As a result, the Company' single\nperformance obligation is to facilitate a stay, which occurs upon the\ncompletion of a check-in event (a \"heck-in\". The Company recognizes\nrevenue upon check-in as its performance obligation is satisfied upon\ncheck-in and the Company has the right to receive payment for the\nfulfillment of the performance obligation.\n\nThe Company charges service fees to its customers as a percentage of the\nvalue of the booking, excluding taxes. The Company collects both the\nbooking value from the guest on behalf of the Host and the applicable\nguest fees owed to the Company using the guest' pre-authorized payment\nmethod. After check-in, the Company disburses the booking value to the\nHost, less the fees due from the Host to the Company. The Company' ToS\nstipulates that a Host may cancel a confirmed booking at any time up to\ncheck-in. Therefore, the Company determined that for accounting\npurposes, each booking is a separate contract with the Host and guest,\nand the contracts are not enforceable until check-in. Since an\nenforceable contract for accounting purposes is"}, {"title": "airbnb.txt", "text": "not established until\ncheck-in, there were no partially satisfied or unsatisfied performance\nobligations as of December\u00a01, 2021 and 2022. The service fees collected\nfrom customers prior to check-in are recorded as unearned fees. Unearned\nfees are not considered contract balances because they are subject to\nrefund in the event of a cancellation.\n\nGuest stays of at least 28 nights are considered long-term stays. The\nCompany charges service fees to facilitate long-term stays on a monthly\nbasis. Such stays are generally cancelable with a 30 days advance notice\nfor no significant penalty. Accordingly, long-term stays are treated as\nmonth-to-month contracts; each month is a separate contract with the\nHost and guest, and the contracts are not enforceable until check-in for\nthe initial month as well as subsequent monthly extensions. The Company'\nperformance obligation for long-term stays is the same as that for\nshort-term stays. The Company recognizes revenue for the first month\nupon check-in, similar to short-term stays, and recognizes revenue for\nany subsequent months upon each month' anniversary from initial check-in\ndate.\n\nThe Company evaluates the presentation of revenue on a gross versus net\nbasis based on whether or not it is the principal (gross) or the agent\n(net) in the transaction. As part of the evaluation, the Company\nconsiders whether it controls the right to use the property before\ncontrol is transferred. Indicators of control that the Company considers\ninclude whether the Company is primarily responsible for fulfilling the\npromise associated with the rental of the property, whether it has\ninventory risk associated with the property, and whether it has\ndiscretion in establishing the prices for the property. The Company\ndetermined that it does not control the right to use the properties\neither before or after completion of its service. Accordingly, the\nCompany has concluded that it is acting in an agent capacity and revenue\nis presented net reflecting the service fees received from Hosts and\nguests to facilitate a stay.\n\nThe Company has elected to recognize the incremental costs of obtaining\na contract, including the costs of certain referrer fees, as an expense\nwhen incurred as the amortization period of the asset that the Company\notherwise would have recognized is one year or less. The Company has no\nsignificant financing components in its contracts"}, {"title": "airbnb.txt", "text": "with customers.\n\n80\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nThe Company has elected to exclude from revenue, taxes assessed by a\ngovernmental authority that are both imposed on and are concurrent with\nspecific revenue producing transactions. Accordingly, such amounts are\nnot included as a component of revenue or cost of revenue.\n\n*Payments to Customers*\n\nThe Company makes payments to customers as part of its referral programs\nand marketing promotions, collectively referred to as the Company'\nincentive programs, and refund activities. The payments are generally in\nthe form of coupon credits to be applied toward future bookings or as\ncash refunds.\n\n*Incentive Programs*\n\nThe Company encourages the use of its platform and attracts new\ncustomers through its incentive programs. Under the Company' referral\nprogram, the referring party (the \"eferrer\" earns a coupon when the new\nguest or Host (the \"eferee\" completes their first stay on the Company'\nplatform. Incentives earned by customers for referring new customers are\npaid in exchange for a distinct service and are accounted for as\ncustomer acquisition costs. The Company recordsthe incentive as a\nliability at the time the incentive is earned by the referrer with the\ncorresponding charge recorded to sales and marketing expense in the same\nway the Company accounts for other marketing services from third-party\nvendors. Any amounts paid in excess of the fair value of the referral\nservice received are recorded as a reduction of revenue. Fair value of\nthe service is established using amounts paid to vendors for similar\nservices. Customer referral coupon credits generally expire within one\nyear from issuance and the Company estimates the redemption rates using\nits historical experience. As of December\u00a01, 2021 and 2022, the referral\ncoupon liability was not material.\n\nThrough marketing promotions, the Company issues customer coupon credits\nto encourage the use of its platform. After a customer redeems such\nincentives, the Company records a reduction to revenue at the date it\nrecords the corresponding revenue transaction, as the Company does not\nreceive a distinct good or service in exchange for the customer\nincentive payment.\n\n*Refunds*\n\nIn certain instances, the Company issues refunds to customers as part of\nits customer support activities in the form of cash or"}, {"title": "airbnb.txt", "text": "credits to be\napplied toward a future booking. There is no legal obligation to issue\nsuch refunds to Hosts or guests on behalf of its customers. The Company\naccounts for refunds, net of any recoveries, as variable consideration,\nwhich results in a reduction to revenue. The Company reduces the\ntransaction price by the estimated amount of the payments by applying\nthe most likely outcome method based on known facts and circumstances\nand historical experience. The estimate for variable consideration was\nnot material as of December\u00a01, 2021 and 2022.\n\nThe Company evaluates whether the cumulative amount of payments made to\ncustomers that are not in exchange for a distinct good or service\nreceived from customers exceeds the cumulative revenue earned since\ninception of the customer relationships. Any cumulative payments in\nexcess of cumulative revenue are presented within operations and support\nor sales and marketing on the consolidated statements of operations\nbased on the nature of the payments made to customers.\n\n*Funds Receivable and Funds Payable*\n\nFunds receivable and amounts held on behalf of customers represent cash\nreceived or in-transit from guests via third-party credit card\nprocessors and other payment methods, which the Company remits for\npayment to the Hosts following check-in. This cash and related\nreceivable represent the total amount due to Hosts, and as such, a\nliability for the same amount is recorded to funds payable and amounts\npayable to customers.\n\nThe Company records guest payments, net of service fees, as funds\nreceivable and amounts held on behalf of customers with a corresponding\namount in funds payable and amounts payable to customers when cash is\nreceived in advance of check-in. Host and guest fees are recorded as\ncash with a corresponding amount in unearned fees. For certain bookings,\na guest may opt to pay a percentage of the total amount due when the\nbooking is confirmed, with the remaining balance due prior to the stay\noccurring (the \"ay Less Upfront Program\". Under the Pay Less Upfront\nProgram, when the Company receives the first installment payment from\nthe guest upon confirmation of the booking, the Company records the\nfirst installment payment as funds receivable and amounts held on behalf\nof customers with a corresponding amount in funds payable and amounts\npayable to customers, net of the Host and guest fees. The full value of"}, {"title": "airbnb.txt", "text": "the service fees is recorded as cash and cash equivalents and unearned\nfees upon receipt of the first installment payment to represent what the\nCompany expects to be recognized as revenue if the underlying booking is\nnot canceled. Upon receipt of the second installment, such payment\namounts are also recorded as funds receivable and amounts held on behalf\nof customers with a corresponding amount in funds payable and amounts\npayable to customers.\n\nFollowing check-in, the Company remits funds due to Hosts and recognizes\nunearned fees as revenue as its performance obligation is satisfied.\n\n*Bad Debt*\n\nThe Company generally collects funds related to bookings from guests on\nbehalf of Hosts prior to check-in. However, in limited circumstances the\nCompany disburses funds to a Host or a guest on behalf of a counterparty\nguest or Host prior to collecting such amounts from the counterparty.\nSuch uncollected balances generally arise from the timing of payments\u00a0nd\ncollections\u00a0elated to a dispute resolution between the guest and Host or\ncertain alterations to stays and are included in prepaids and other\ncurrent assets on the consolidated balance sheets. The Company records a\ncustomer receivableallowance for credit losses for funds that may never\nbe collected. The Company estimated its exposure to balances deemed to\nbe uncollectible based on factors including known facts and\ncircumstances, historical experience, reasonable and supportable\nforecasts of economic conditions, and the age of the uncollected\n\n81\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nbalances. The Company writes off the asset when it is determined to be\nuncollectible. Bad debt expense was \\$107.7 million, \\$27.3 million, and\n\\$49.0 million for the years ended December\u00a01, 2020, 2021, and 2022,\nrespectively.\n\n*Cost of Revenue*\n\nCost of revenue primarily consists of payment processing charges,\nincluding merchant fees and chargebacks, costs associated with\nthird-party data centers used to host the Company' platform, and\namortization of internally developed software and acquired technology.\n\n*Operations and Support*\n\nOperations and support costs primarily consist of personnel-related\nexpenses and third-party service provider fees associated with customer\nsupport provided via phone, email, and chat to Hosts and guests,\ncustomer relations costs, which includ"}, {"title": "airbnb.txt", "text": "e refunds and credits related to\ncustomer satisfaction and expenses associated with the Company' Host\nprotection programs, and allocated costs for facilities and information\ntechnology. These costs are expensed as incurred.\n\n*Product Development*\n\nProduct development costs primarily consist of personnel-related\nexpenses and third-party service provider fees incurred in connection\nwith the development of the Company' platform and new products as well\nas the improvement of existing products, and allocated costs for\nfacilities and information technology. These costs are expensed as\nincurred.\n\n*Sales and Marketing*\n\nSales and marketing costs primarily consist of performance and brand\nmarketing, personnel-related expenses, including those related to field\noperations, portions of referral incentives and coupons, policy and\ncommunications, and allocated costs for facilities and information\ntechnology. These costs are expensed as incurred. Advertising expenses\nwere \\$176.0 million, \\$542.1 million, and \\$786.1 million for the years\nended December\u00a01, 2020, 2021, and 2022, respectively.\n\n*General and Administrative*\n\nGeneral and administrative costs primarily consist of personnel-related\nexpenses for executive management and administrative functions,\nincluding finance and accounting, legal, and human resources, as well as\ngeneral corporate and director and officer insurance. General and\nadministrative costs also include certain professional services fees,\nallocated costs for facilities and information technology expenses,\nindirect taxes including lodging taxes where the Company may be held\njointly liable with Hosts for collecting and remitting such taxes, and\nbad debt expense. These costs are expensed as incurred.\n\n*Restructuring Charges*\n\nCosts and liabilities associated with management-approved restructuring\nactivities are recognized when they are incurred. One-time employee\ntermination costs are recognized at the time of communication to\nemployees, unless future service is required, in which case the costs\nare recognized ratably over the future service period. Ongoing employee\ntermination benefits are recognized as a liability when it is probable\nthat a liability exists and the amount is reasonably estimable.\nRestructuring charges are recognized as an operating expense within the\nconsolidated statements of operations and related liabilities are\nrecorded within accr"}, {"title": "airbnb.txt", "text": "ued expenses and other liabilities on the\nconsolidated balance sheets. The Company periodically evaluates and, if\nnecessary, adjusts its estimates based on currently available\ninformation.\n\n*Income Taxes*\n\nIncome taxes are accounted for under the asset and liability method.\nDeferred tax assets and liabilities are recognized for the future tax\nconsequences attributable to differences between the financial statement\ncarrying amounts of existing assets and liabilities and their respective\ntax bases and operating loss and tax credit carryforwards. Deferred tax\nassets and liabilities are measured using enacted tax law in effect for\nthe years in which the temporary differences are expected to be\nrecovered or settled. The effect of a change in tax rates on deferred\ntax assets and liabilities is recognized in the period that includes the\nenactment date.\n\nA valuation allowance is recorded for deferred tax assets if it is more\nlikely than not that some portion or all of the deferred tax assets will\nnot be realized. In determining the need for a valuation allowance, the\nCompany weighs both positive and negative evidence in the various\njurisdictions in which it operates to determine whether itis more\nlikely than not that its deferred tax assets are recoverable. The\nCompany regularly assesses all available evidence, including cumulative\nhistoric losses, forecasted earnings, if carryback is permitted under\nthe law, carryforward periods, and prudent and feasible tax planning\nstrategies.\n\nThe Company evaluates and accounts for uncertain tax positions using a\ntwo-step approach. Recognition, step one, occurs when the Company\nconcludes that a tax position, based solely on its technical merits, is\nmore-likely-than-not to be sustained upon examination. Measurement, step\ntwo, determines the largest amount of benefit that is greater than 50%\nlikely to be realized upon ultimate settlement with a taxing authority\nthat has full knowledge of all relevant information. Derecognition of a\ntax position that was previously recognized would occur when the Company\nsubsequently determines that a tax position no longer meets the\nmore-likely-than-not threshold of being sustained.\n\n*Foreign Currency*\n\n82\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nThe Company' reporting currency is the U.S. dollar. The Company\ndetermines the functional cur"}, {"title": "airbnb.txt", "text": "rency for each of its foreign subsidiaries\nby reviewing their operations and currencies used in their primary\neconomic environments. Assets and liabilities for foreign subsidiaries\nwith functional currency other than U.S. dollar are translated into U.S.\ndollars at the rate of exchange existing at the balance sheet date.\nStatements of operations amounts are translated at average exchange\nrates for the period. Translation gains and losses are recorded in\naccumulated other comprehensive income (loss) as a component of\nstockholders'equity (deficit). No material amounts were reclassified\nfrom accumulated other comprehensive income (loss) for the years ended\nDecember\u00a01, 2020, 2021, and 2022.\n\nRemeasurement gains and losses are included in other income (expense),\nnet in the consolidated statements of operations. Monetary assets and\nliabilities are remeasured at the exchange rate on the balance sheet\ndate and nonmonetary assets and liabilities are measured at historical\nexchange rates. As of December\u00a01, 2021, and 2022, the Company had a\ncumulative translation gain of \\$2.8 million and \\$12.9 million,\nrespectively. Total net realized and unrealized gains (losses) on\nforeign currency transactions and balances totaled \\$31.5 million,\n\\$(5.1) million, and \\$29.5 million for the years ended December\u00a01,\n2020, 2021, and 2022, respectively.\n\n*Derivative Instruments*\n\nThe Company enters into financial derivative instruments, consisting of\nforeign currency contracts to mitigate its exposure to the impact of\nmovements in currency exchange rates on its transactional balances\ndenominated in currencies other than the functional currency. The\nCompany does not use derivatives for trading or speculative purposes.\nDerivative instruments are recognized in the consolidated balance sheets\nat fair value. Gains and losses resulting from changes in the fair value\nof derivative instruments that are not designated as hedging instruments\nfor accounting purposes are recognized in other income (expense), net in\nthe consolidated statements of operations in the period that the changes\noccur.\n\n*Share Repurchase*\n\nShare repurchases may be made through a variety of methods, which may\ninclude open market purchases, privately negotiated transactions, block\ntrades, or accelerated share repurchase transactions, or by any\ncombination of such methods. Share repurchases are recorded at\nsettlement date. Whe"}, {"title": "airbnb.txt", "text": "n shares are retired, the value of repurchased\nshares is deducted from stockholders'equity through capital with the\nexcess over par value recorded to accumulated deficit.\n\n*Stock-Based Compensation*\n\nStock-based compensation expense primarily relates to restricted stock\nunits (\"SUs\", restricted stock awards (\"SAs\", stock options, and the\nEmployee Stock Purchase Plan (\"SPP\". RSUs and RSAs are measured at the\nfair market value of the underlying stock at the grant date and the\nexpense is recognized over the requisite service period. The fair value\nof stock options and ESPP shares are estimated on the date of grant\nusing the Black-Scholes option pricing model to determine the fair value\nof stock options on the date of grant. The Company estimates the\nexpected term of stock options granted based on the simplified method\nand estimates the volatility of its common stock on the date of grant\nbased on the average historical stock price volatility of comparable\npublicly-traded companies. The simplified method calculates the expected\nterm as the mid-point between the weighted-average time to vesting and\nthe contractual maturity. The simplified method is used as the Company\ndoes not have sufficient historical data regarding stock option\nexercises. The contractual term of the Company' stock options is ten\nyears. The Company accounts for forfeitures as they occur. The benefits\nof tax deductions in excess of recognized compensation costs are\nrecognized in the income statement as a discrete item when an option\nexercise or a vesting and release of shares occurs.\n\nPrior to the Company' IPO, the absence of an active market for the\nCompany' common stock required the Company' board of directors, which\nincludes members who possess extensive business, finance, and venture\ncapital experience, to determine the fair value of its common stock for\npurposes of granting stock options and RSUs. The Company obtained\ncontemporaneous third-party valuations to assist the board of directors\nin determining the fair value of the Company' common stock. All stock\noptions granted were exercisable at a price per share not less than the\nfair value of the shares of the\u00a0ompany' common stock as determined by\nthe board of directors (the \"air Value\" underlying those stock options\non their respective grant dates. Historically, substantially all of the\nCompany' RSUs vested upon the satisfaction of both a se"}, {"title": "airbnb.txt", "text": "rvice-based\nvesting condition and liquidity-event performance-based vesting\ncondition. The liquidity-event performance-based vesting condition for\nRSUs was satisfied upon the effectiveness of the Company' IPO\nRegistration Statement on December 9, 2020. Upon the Company' IPO in\nDecember 2020, the Company recorded a cumulative one-time stock-based\ncompensation expense of \\$2.8\u00a0illion, determined using the grant-date\nfair values. The remaining unrecognized stock-based compensation expense\nrelated to these RSUs is recorded over their remaining requisite service\nperiods.\n\n*Net Income (Loss) Per Share Attributable to Common Stockholders*\n\nThe Company applies the\u00a0wo-class\u00a0ethod when computing net income (loss)\nper share attributable to common stockholders when shares are issued\nthat meet the definition of a participating security. The\u00a0wo-class\u00a0ethod\ndetermines net income (loss) per share for each class of common stock\nand participating securities according to dividends declared or\naccumulated and participation rights in undistributed earnings.\nThe\u00a0wo-class\u00a0ethod requires earnings available to common stockholders\nfor the period to be allocated between common stock and participating\nsecurities based upon their respective rights to receive dividends as if\nall earnings for the period had been distributed. The Company'\npreviously outstanding redeemable convertible preferred stock was a\nparticipating security as the holders of such shares participated in\ndividends but did not contractually participate in the Company' losses.\n\nBasic net income (loss) per share is computed by dividing the net income\n(loss) by the weighted-average number of shares of common stock\noutstanding during the period, less weighted-average shares subject to\nrepurchase. The diluted net income (loss) per share is computed by\ngiving effect to all potentially dilutive securities outstanding for the\nperiod. For periods in which the Company reports net losses, diluted net\nloss per share attributable to common stockholders is the same as basic\nnet loss per share attributable to common stockholders, because\npotentially dilutive common shares are anti-dilutive.\n\n83\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n*Comprehensive Income (Loss)*\n\nComprehensive income (loss) consists of net income (loss) and other\ncomprehensive income (loss). Other comprehensiv"}, {"title": "airbnb.txt", "text": "e income (loss) reflects\ngains and losses that are recorded as a component of stockholders'equity\nand are excluded from net loss. Other comprehensive income (loss)\nconsists of foreign currency translation adjustments related to\nconsolidation of foreign entities and unrealized gains (losses) on\nsecurities classified as available-for-sale.\n\n*Contingencies*\n\nThe Company is subject to legal proceedings and claims that arise in the\nordinary course of business. The Company accrues for losses associated\nwith legal claims when such losses are probable and can be reasonably\nestimated. These accruals are adjusted as additional information becomes\navailable or circumstances change.\n\n*Recently Adopted Accounting Standards*\n\nIn May 2021, the Financial Accounting Standards Board (\"ASB\" issued\nAccounting Standards Update (\"SU\" 2021-04, *Earnings Per Share (Topic\n260), Debt - Modifications and Extinguishments (Topic 470-50),\nCompensation - Stock Compensation (Topic 718), and Derivatives and\nHedging - Contracts in Entity\\'s Own Equity (Subtopic 815-40)*, which\nclarifies existing guidance for freestanding written call options which\nare equity classified and remain so after they are modified or exchanged\nin order to reduce diversity in practice. The standard is effective for\npublic entities in fiscal years beginning after December 15, 2021,\nincluding interim periods within those fiscal years. The Company adopted\nthe standard during the first quarter of 2022, which did not have an\nimpact on the Company\\'s consolidated financial statements.\n\n*Recently Issued Accounting Standards Not Yet Adopted*\n\nIn March 2022, the FASB issued ASU 2022-01, *Derivatives and Hedging\n(Topic 815)*, which clarifies the guidance on fair value hedge\naccounting of interest rate risk for portfolios of financial assets. The\nstandard is effective for public entities in fiscal years beginning\nafter December 15, 2022, including interim periods within those fiscal\nyears. Early adoption is permitted on any date on or after the issuance\nof ASU 2017-12. The Company does not expect the adoption of the new\nguidance will have a material impact on the Company' consolidated\nfinancial statements.\n\nIn June 2022, the FASB issued ASU 2022-03, *Fair Value Measurement\n(Topic 820): Fair Value Measurement of Equity Securities Subject to\nContractual Sale Restrictions,* which clarifies the guidance of equity\nsecurities that ar"}, {"title": "airbnb.txt", "text": "e subject to a contractual sale restriction as well as\nincludes specific disclosure requirements for such equity securities.\nThe standard is effective for public entities in fiscal years beginning\n\nafter December 15, 2023, including interim periods within those fiscal\nyears and will be applied prospectively. The Company does not expect the\nadoption of the new guidance will have a material impact on the Company'\nconsolidated financial statements.\n\nThere are other new accounting pronouncements issued by the FASB that\nthe Company has adopted or will adopt, as applicable, and the Company\ndoes not believe any of these accounting pronouncements have had, or\nwill have, a material impact on its consolidated financial statements or\ndisclosures.\n\n*Prior Period Reclassifications*\n\nCertain immaterial amounts in prior periods have been reclassified to\nconform with current period presentation.\n\n*Revision of Previously Issued Financial Statements*\n\nThe consolidated statements of cash flows for years ended December\u00a01,\n2020, and 2021 has been revised to correct for errors identified by\nmanagement during the preparation of the financial statements for the\nthree months ended March 31, 2022. The errors overstated cash flows from\noperating activities by \\$111.0\u00a0illion and understated the cash flows\nfrom financing activities by \\$111.0\u00a0illion for the year ended\nDecember\u00a01, 2020, and understated cash flows from operating activities\nby \\$123.0\u00a0illion and overstated the cash flows from financing\nactivities by \\$123.0\u00a0illion for the year ended December\u00a01, 2021.\nManagement has determined that these errors did not result in the\npreviously issued financial statements being materially misstated. These\nerrors primarily related to the timing of tax payments from the net\nsettlement of equity awards at the initial public offering in December\n2020. In particular, in 2020, the Company reported \\$1.7\u00a0illion of cash\nused in financing activities to cover taxes paid related to the net\nshare settlement of its equity awards that vested upon the initial\npublic offering. However, approximately \\$123.0\u00a0illion of this amount\nwas actually remitted to taxing authorities in foreign jurisdictions\nduring 2021. This had no impact on the Company' consolidated financial\nstatements outside of the presentation in the consolidated statements of\ncash flow and did not affect the consolidated balance sheets,\nconsolid"}, {"title": "airbnb.txt", "text": "ated statements of operations, or consolidated statements of\nstockholders'equity.\n\n84\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nNote 3. Supplemental Financial Statement Information\n\n*Cash, Cash Equivalents, and Restricted Cash*\n\nThe following table reconciles cash, cash equivalents, and restricted\ncash reported on the Company' consolidated balance sheets to the total\namount presented in the consolidated statements of cash flows (in\nmillions):\n\n ---------------------------------------------------------------------------------------------------------- -------------- -------- -------- ---- --------- -- -- --\n \n December 31, \n 2021 2022 \n Cash and cash equivalents\\$ 6,067\u00a0 \\$ 7,378\u00a0 \n Cash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,645\u00a0 4,708\u00a0 \n Restricted cash included in prepaids and other current assets 15\u00a0 17\u00a0 \n Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows \\$ 9,727\u00a0 \\$ 12,103\u00a0 \n ---------------------------------------------------------------------------------------------------------- -------------- -------- -------- ---- --------- -- -- --\n\n*Accrued Expenses and Other Current Liabilities*\n\nAccrued expenses and other current liabilities consisted of the\nfollowing (in millions):\n\n ------------------------------------------------------ -------------- -------- ------ ---- -------- -- -- --December 31, \n 2021 2022 \n \n Indirect taxes payable \\$ 310\u00a0 \\$ 418\u00a0 \n \n Compensation and employee benefits 416\u00a0 380\u00a0 \n Indirect tax reserves 183\u00a0 206\u00a0 \n Gift card liability 98\u00a0 141\u00a0 \n Other 552\u00a0 672\u00a0 \n Total accrued expenses and other current liabilities \\$ 1,559\u00a0 \\$ 1,817\u00a0 \n ------------------------------------------------------ -------------- -------- ------ ---- -------- -- -- --\n\n*Payments to Customers*\\\n\\\nThe Company makes paymen"}, {"title": "airbnb.txt", "text": "ts to customers as part of its incentive\nprograms (composed of referral programs and marketing promotions) and\nrefund activities. The payments are generally in the form of coupon\ncredits to be applied toward future bookings or as cash refunds.\n\nThe following table summarizes total payments made to customers (in\nmillions):\n\n ---------------------------------------- ------------------------- ------ ------ ---- ------ -- ---- ------ -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Reductions to revenue \\$ 384\u00a0 \\$ 156\u00a0 \\$ 284\u00a0 \n Charges to operations and support 83\u00a0 69\u00a0 88\u00a0 \n Charges to sales and marketing expense 57\u00a0 47\u00a0 60\u00a0 \n Total payments made to customers \\$"}, {"title": "airbnb.txt", "text": "524\u00a0 \\$ 272\u00a0 \\$ 432\u00a0 \n ---------------------------------------- ------------------------- ------ ------ ---- ------ -- ---- ------ -- -- --\n\n85\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nNote 4. Investments\n\n*Debt Securities*\n\nThe following tables summarize the amortized cost, gross unrealized\ngains and losses, and fair value of the Company' available-for-sale debt\nsecurities aggregated by investment category (in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

December 31, 2021

Classification as of December 31, 2021

\n

Amortized
\nCost

Gross
\nUnrealized
\nGains

Gross
\nUnrealized
\nLosses

Total
\nEstimated
\nFair Value

Cash and
\nCash
\nEquivalents

Marketable
\nSecurities

Other
\nAssets,
\nNoncurrent

Certificates of deposit

$

395\u00a0

$

\u2014\u00a0

$

\u2014\u00a0

$

395\u00a0

$

31\u00a0

$

364\u00a0

$

\u2014\u00a0

Government bonds(1)

1"}, {"title": "airbnb.txt", "text": "

\u2014\u00a0

\u2014\u00a0

1\u00a0

\u2014\u00a0

1\u00a0

\u2014\u00a0

Commercial paper

1,157\u00a0

\u2014\u00a0

\u2014\u00a0

1,157\u00a0

164\u00a0

993\u00a0

\u2014\u00a0

Corporate debt securities

918\u00a0

\u2014\u00a0

(3)

915\u00a0

42\u00a0

863\u00a0

10\u00a0

Mortgage-backed and asset-backed securities

34\u00a0

\u2014\u00a0

\u2014\u00a0

34\u00a0

\u2014\u00a0

34\u00a0

\u2014\u00a0

Total

$

2,505\u00a0

$

\u2014\u00a0

$

(3)

$

2,502\u00a0

$

237\u00a0

$

2,255\u00a0

$

10\u00a0

\n\n(1)Includes U.S. government and government agency debt securities\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

453\u00a0

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

December 31, 2022

Classification as of December 31, 2022


\nAmortized
\nCost

Gross
\nUnrealized
\nGains

Gross
\nUnrealized
\nLosses

Total
\nEstimated
\nFair Value

Cash and
\nCash
\nEquivalents

Marketable
\nSecurities

Other
\nAssets,
\nNoncurrent

Certificates of deposit

$"}, {"title": "airbnb.txt", "text": "

599\u00a0

$

\u2014\u00a0

$

\u2014\u00a0

$

599\u00a0

$

26\u00a0

$

573\u00a0

$

\u2014\u00a0

Government bonds(1)

115\u00a0

\u2014\u00a0

\u2014\u00a0

115\u00a0

32\u00a0

83\u00a0

\u2014\u00a0

Commercial paper

901\u00a0

\u2014\u00a0

\u2014\u00a0

901\u00a0

327\u00a0

574\u00a0

\u2014\u00a0

\n

Corporate debt securities

1,046\u00a0

1\u00a0

(16)

1,031\u00a0

68\u00a0

959\u00a0

4\u00a0

Mortgage-backed and asset-backed securities

37\u00a0

\u2014\u00a0

(3)

34\u00a0

\u2014\u00a0

34\u00a0

\u2014\u00a0

Total

$

2,698\u00a0

$

1\u00a0

$

(19)

$

2,680\u00a0

$

$

2,223\u00a0

$

4\u00a0

\n\n(1)Includes U.S. government and government agency debt securities\n\nAs of December\u00a01, 2021 and 2022, the Company did not have any\navailable-for-sale debt securities for which the Company has recorded\ncredit related losses.\n\nUnrealized gains and losses, net of tax, before reclassifications from\naccumulated other comprehensive income (loss) to other income (expense),\nnet were not material for the years ended December\u00a01, 2020, 2021, and\n2022. Realized gains and losses reclassified from accumulated other\ncomprehensive income (loss) to other income (expense), net were not\nmaterial for the years ended December\u00a01, 2020, 2021, and 2022.\n\nDebt securities in an unrealized loss position had an estimated fair\nvalue of \\$801.5\u00a0illion and \\$748.3\u00a0illion, and unrealized losses of\n\\$3.5\u00a0illion and \\$19.4\u00a0illion as of December\u00a01, 2021 and 2022,\nrespectively. An immaterial amount of these securities were in a\ncontinuous unrealized loss position for more than twelve months as of\nDecember\u00a01, 202"}, {"title": "airbnb.txt", "text": "1 and \\$92.3 million of these securities, with unrealized\nlosses of \\$12.9 million, were in a continuous loss position for more\nthan twelve months as of December\u00a01, 2022.\n\nThe following table summarizes the contractual maturities of the\nCompany' available-for-sale debt securities (in millions):\n\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| | | | | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| | December 31, 2022 | | | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| | Amortized\\ | Estimated\\ | | | | | | |\n| | Cost | Fair Value | | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| Due within one year | \\$ | 2,238\u00a0 | | \\$ | 2,236\u00a0 | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| Due in one year to five years | 435\u00a0 | | 422\u00a0 | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| Due within five to ten years | 22\u00a0 | | 19\u00a0 | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| Due beyond ten years | 3\u00a0 | | 3\u00a0 | | | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n| Total | \\$ | 2,698\u00a0 | | \\$ | 2,680\u00a0 | | | |\n+-------------------------------+-------------------+------------+------+----+--------+---+---+---+\n\n86\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n*Equity Investments*\n\n*Gains and Losses on Marketable Equity Investments*\n\nNet unrealized gain (loss) on marketable equity investments was\n\\$21.7\u00a0illion for the year ended December\u00a01, 2020 and immate"}, {"title": "airbnb.txt", "text": "rial for the\nyears ended December\u00a01, 2021 and 2022. During the year ended December\u00a01,\n2021, the marketable equity investments were sold and the Company\nrealized a net loss of \\$13.4\u00a0illion. The realized and unrealized gains\nand losses on marketable equity investments were recorded in other\nincome (expense), net on the consolidated statements of operations.\n\n*Equity Investments Without Readily Determinable Fair Values*\n\nThe Company holds investments in privately-held companies in the form of\nequity securities without readily determinable fair values and in which\nthe Company does not have a controlling interest or significant\ninfluence. These investments had net carrying value of \\$75.0\u00a0illion as\nof both December\u00a01, 2021 and 2022, and are classified within other\nassets on the consolidated balance sheets. As of December\u00a01, 2021 and\n2022 there were no upward or downward adjustments for observable price\nchanges. The Company recorded impairment charges of \\$53.1\u00a0illion and\n\\$3.1\u00a0illion, for the years ended December\u00a01, 2020 and 2021,\nrespectively, and did not record any impairment charges during the year\nended December\u00a01, 2022. As of December\u00a01, 2021 and 2022, the cumulative\ndownward adjustments for observable price changes and impairment were\n\\$56.2\u00a0illion.\n\n*Investments Accounted for Under the Equity Method*\n\nAs of December\u00a01, 2021 and 2022, the carrying values of the Company'\nequity method investments were \\$17.4\u00a0illion and \\$13.8\u00a0illion,\nrespectively. For the years ended December\u00a01, 2020, 2021, and 2022, the\nCompany recorded losses of \\$8.2\u00a0illion, \\$3.5\u00a0illion, and \\$5.4\u00a0illion,\nrespectively, within other income (expense), net in the consolidated\nstatements of operations, representing its proportionate share of net\nincome or loss based on the investee' financial results. Also, during\nthe year ended December\u00a01, 2020, the Company recorded impairment charges\nof \\$29.0 million related to the carrying value of equity method\ninvestments within other income (expense), net. There were no impairment\ncharges for the years ended December\u00a01, 2021 and 2022.\n\nNote 5. Fair Value Measurements and Financial Instruments\n\nThe following table summarizes the Company' financial assets and\nliabilities measured at fair value on a recurring basis (in millions):\n\n ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- ----"}, {"title": "airbnb.txt", "text": "---- ------ -- ---- -------- -- -- --\n \n December 31, 2021 \n Level\u00a0 Level\u00a0 Level\u00a0 Total \n Assets \n Cash equivalents: \n Money market funds \\$ 1,923\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 1,923\u00a0 \n Certificates of deposit 31\u00a0 ---\u00a0 ---\u00a0 31Commercial paper ---\u00a0 164\u00a0 ---\u00a0 164\u00a0 \n Corporate debt securities ---\u00a0 42\u00a0 ---\u00a0 42\u00a0 \n 1,954\u00a0 206\u00a0 ---\u00a0 2,160\u00a0 \n Marketable securities: \n Certificates of deposit 364\u00a0 ---\u00a0 ---\u00a0 364\u00a0 \n Government bonds(1) ---\u00a0 1\u00a0 ---\u00a0 1\u00a0 \n Commercial paper ---\u00a0 993\u00a0 ---\u00a0 993\u00a0 \n Corporate debt securities ---\u00a0 863\u00a0 ---\u00a0 863\u00a0 \n Mortgage-backed and asset-backed securities ---\u00a0 34\u00a0 ---\u00a0 34\u00a0 \n \n 364\u00a0 1,891\u00a0 ---\u00a0 2,255\u00a0 \n Funds receivable and amounts held on behalf of customers: \n Money market funds 466\u00a0 ---\u00a0 ---\u00a0 466\u00a0 \n Prepaids and other current assets: \n Foreign exchange derivative assets"}, {"title": "airbnb.txt", "text": "---\u00a0 26\u00a0 ---\u00a0 26\u00a0 \n Other assets, noncurrent: \n Corporate debt securities ---\u00a0 ---\u00a0 10\u00a0 10\u00a0 \n Total assets at fair value \\$ 2,784\u00a0 \\$ 2,123\u00a0 \\$ 10\u00a0 \\$ 4,917\u00a0 \n \n Liabilities \n Accrued expenses and other current liabilities: \n Foreign exchange derivative liabilities \\$ ---\u00a0 \\$ 10\u00a0 \\$---\u00a0 \\$ 10\u00a0 \n \n Total liabilities at fair value \\$ ---\u00a0 \\$ 10\u00a0 \\$ ---\u00a0 \\$ 10\u00a0 \n ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --\n\n(1)Includes U.S. government and government agency debt securities\n\n87\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --December 31, 2022 \n Level\u00a0 Level\u00a0 Level\u00a0 Total \n Assets \n Cash equivalents: \n Money market funds \\$ 2,326\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 2,326\u00a0 \n Certificates of deposit 26\u00a0 ---\u00a0 ---\u00a0 26\u00a0 \n Government bonds(1) ---\u00a0 32\u00a0 ---\u00a0 32"}, {"title": "airbnb.txt", "text": "Commercial paper ---\u00a0 327\u00a0 ---\u00a0 327\u00a0 \n Corporate debt securities ---\u00a0 68\u00a0 ---\u00a0 68\u00a0 \n 2,352\u00a0 427\u00a0 ---\u00a0 2,779\u00a0 \n Marketable securities: \n Certificates of deposit 573\u00a0 ---\u00a0 ---\u00a0 573\u00a0 \n Government bonds(1) ---\u00a0 83\u00a0 ---\u00a0 83\u00a0 \n Commercial paper ---\u00a0 574\u00a0 ---\u00a0 574\u00a0 \n Corporate debt securities ---959\u00a0 ---\u00a0 959\u00a0 \n Mortgage-backed and asset-backed securities ---\u00a0 34\u00a0 ---\u00a0 34\u00a0 \n Marketable equity securities 1\u00a0 ---\u00a0 ---\u00a0 1\u00a0 \n 574\u00a0 1,650\u00a0 ---\u00a0 2,224\u00a0 \n Funds receivable and amounts held on behalf of customers: \n Money market funds 501\u00a0 ---\u00a0 ---\u00a0 501\u00a0 \n \n Prepaids and other current assets:Foreign exchange derivative assets ---\u00a0 14\u00a0 ---\u00a0 14\u00a0 \n Other assets, noncurrent: \n \n Corporate debt securities ---\u00a0 ---\u00a0 4\u00a0 4\u00a0 \n Total assets at fair value \\$ 3,427\u00a0 \\$ 2,091\u00a0 \\$ 4\u00a0 \\$ 5,522\u00a0 \n \n Liabilities \n Accrued expenses and other current liabilities:"}, {"title": "airbnb.txt", "text": "Foreign exchange derivative liabilities \\$ ---\u00a0 \\$ 31\u00a0 \\$ ---\u00a0 \\$ 31\u00a0 \n Total liabilities at fair value \\$ ---\u00a0 \\$ 31\u00a0 \\$ ---\u00a0 \\$ 31\u00a0 \n ----------------------------------------------------------- ------------------- -------- -------- ------- -------- -- -------- ------ -- ---- -------- -- -- --\n\n(1)Includes U.S. government and government agency debt securities\n\nThe following table presents additional information about investments\nthat are measured at fair value for which the Company has utilized\nLevel\u00a0 inputs to determine fair value (in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

December 31,

2021

2022

Derivative
\nWarrant
\nLiability

Other
\nAssets,
\nNoncurrent

Other
\nAssets,
\nNoncurrent

Balance, beginning of year

$

985\u00a0

$

11\u00a0

$

10\u00a0

Reclassifications to equity

(1,277)

\u2014\u00a0

\u2014\u00a0

Total realized and unrealized gains (losses):

Included in earnings

292\u00a0

\u2014\u00a0

\u2014\u00a0

Included in other comprehensive income (loss)

\u2014\u00a0

(1)

(6)

Balance, end of year

$

\u2014\u00a0

$

10\u00a0

$

4\u00a0

Changes in unrealized gains or losses included in"}, {"title": "airbnb.txt", "text": "other\ncomprehensive income (loss) related to investments held at the reporting\ndate

$

\u2014\u00a0

$

(1)

$

(6)

\n\nThere were no transfers of financial instruments between valuation\nlevels during the years ended December\u00a01, 2021 and 2022.\n\nThe Company amended the anti-dilution feature in the warrant agreements\nassociated with the Second Lien Credit Agreement, as defined\n\nin Note 9, *Debt,* which resulted in a change in classification from\nliability to equity, on March 30, 2021 (the \"odification Date\". The\nCompany recorded a marked-to-market loss of \\$292.0\u00a0illion through the\nfirst quarter of 2021, which was recorded in other income (expense), net\non the consolidated statements of operations. Subsequent to the\nModification Date, the warrants were no longer subject to\nmarked-to-market charges. The balance of \\$1.3\u00a0illion was then\nreclassified from liability to equity as the amended warrants met the\nrequirements for equity classification. Refer to Note 9, *Debt*, for\nadditional information."}, {"title": "airbnb.txt", "text": "88\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n*Derivatives Not Designated as Hedging Instruments*\n\nAs of December\u00a01, 2021, the fair value of foreign exchange derivative\nassets and liabilities totaled \\$25.9 million and \\$10.3 million,\nrespectively, with the aggregate notional amount totaling \\$2.4 billion.\nAs of December\u00a01, 2022, the fair value of foreign exchange derivative\nassets and liabilities totaled \\$14.0 million and \\$31.2 million,\nrespectively, with the aggregate notional amount totaling \\$2.4 billion.\nDerivative assets are included in prepaids and other current assets and\nderivative liabilities are included in accrued expenses and other\ncurrent liabilities in the consolidated balance sheets.\n\nThe Company recorded total net realized gains (losses) of\n\\$(21.7)\u00a0illion, \\$19.3\u00a0illion, and \\$92.0\u00a0illion, and net unrealized\ngains (losses) of \\$(24.6)\u00a0illion, \\$35.4\u00a0illion and \\$(32.9)\u00a0illion for\nthe years ended December\u00a01, 2020, 2021, and 2022, respectively, related\nto foreign exchange derivative assets and liabilities. The realized and\nunrealized gains and losses on non-designated derivatives are reported\nin other income (expense), net in the consolidated statements of\noperations. The cash flows related to derivative instruments not\ndesignated as hedging instruments are classified within operating\nactivities in the consolidated statements of cash flows.\n\nThe Company has master netting arrangements with the respective\ncounterparties to its derivative contracts, which are designed to reduce\ncredit risk by permitting net settlement of transactions with the same\ncounterparty. The Company presents its derivative assets and derivative\nliabilities at their gross fair values in its consolidated balance\nsheets. As of December\u00a01, 2021, the potential effect of these rights of\nset-off associated with the Company' derivative contracts would be a\nreduction to both assets and liabilities of \\$10.3\u00a0illion, resulting in\nnet derivative assets of \\$15.6\u00a0illion. As of December\u00a01, 2022, the\npotential effect of these rights of set-off associated with the Company'\nderivative contracts would be a reduction to both assets and liabilities\nof \\$10.7\u00a0illion, resulting in net derivative assets of \\$3.2\u00a0illion and\nnet derivative liabilities of \\$20.5\u00a0illion.\n\nNote 6. Intangible Assets and Goodwill\n\n*Intangible Assets*\n\nIdenti"}, {"title": "airbnb.txt", "text": "fiable intangible assets consisted of the following (in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

December 31, 2021

December 31, 2022

Gross

\n

Carrying

\n

Amount (1)

Accumulated

\n

Amortization (1)

Net
\nCarrying
\nValue

Gross

\n

Carrying

\n

Amount (1)

Accumulated

\n

Amortization (1)

Net
\nCarrying
\nValue

Lis"}, {"title": "airbnb.txt", "text": "ting relationships

$

43\u00a0

$

(16)

$

27\u00a0

$

35\u00a0

$

(13)

$

22\u00a0

Trade names

33\u00a0

(18)

15\u00a0

33\u00a0

(25)

8\u00a0

Developed technology

23\u00a0

(21)

2\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Customer contacts

4\u00a0

(4)

\u2014\u00a0

\n

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Other

10\u00a0

(2)

8\u00a0

9\u00a0

(5)

4\u00a0

Total intangible assets

$

113\u00a0

$

(61)

$

52\u00a0

$

77\u00a0

$

(43)

$

34\u00a0

\n\n(1)Excludes write off of intangible assets that have been fully\namortized.\n\nAmortization expense related to intangible assets for the years ended\nDecember\u00a01, 2020, 2021, and 2022 was \\$36.2\u00a0illion, \\$23.7\u00a0illion, and\n\\$19.1\u00a0illion, respec"}, {"title": "airbnb.txt", "text": "tively.\n\nEstimated future amortization expense for intangible assets as of\nDecember\u00a01, 2022 was as follows (in millions):\n\n ---------------------------------------- -------- ----- -- -- --\n \n [Year Ending December 31,]{.underline} Amount \n 2023 \\$ 11\u00a0 \n 2024 6\u00a0 \n 2025 5\u00a0 \n 2026 4\u00a0 \n 2027 4\u00a0 \n Thereafter 4\u00a0 \n Total future amortization expense \\$ 34\u00a0 \n ---------------------------------------- -------- ----- -- -- --\n\n89\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n*Goodwill*\n\nThe changes in the carrying amount of goodwill for the years ended\nDecember\u00a01, 2021 and 2022 were as follows (in millions):\n\n ------------------------------------------ -------- ------ -- -- --Amount \n \n Balance as of December 31, 2020 \\$ 656\u00a0 \n \n Foreign currency translation adjustments \\(3\\) \n Balance as of December 31, 2021 653\u00a0 \n \n Foreign currency translation adjustments \\(3\\) \n Balance as of December 31, 2022 \\$ 650\u00a0 \n ------------------------------------------ -------- ------ -- -- --\n\nNote 7. Property and Equipment, Net\n\nProperty and equipment, net, consisted of the following (in millions):\n\n --------------------------------------------------------- -------------- ------ --------- ---- ------ -- -- --\n \n December 31,"}, {"title": "airbnb.txt", "text": "2021 2022 \n Computer software and capitalized internal-use software \\$ 175\u00a0 \\$ 164\u00a0 \n Leasehold improvements 214\u00a0 152\u00a0 \n Computer equipment 57\u00a0 32\u00a0 \n Office furniture and equipment 43\u00a0 23\u00a0 \n Buildings and land 17\u00a0 17\u00a0 \n Construction in progress 30\u00a0 45\u00a0 \n Total 536\u00a0 433\u00a0 \n Less: Accumulated depreciation and amortization \\(379\\) \\(312\\) \n Total property and equipment, net \\$ 157\u00a0 \\$ 121\u00a0 \n --------------------------------------------------------- -------------- ------ --------- ---- ------ -- -- --\n\nDepreciation expense relatedto property and equipment for the years\nended December\u00a01, 2020, 2021, and 2022 was \\$67.2\u00a0illion, \\$85.6\u00a0illion,\nand \\$42.6\u00a0illion, respectively. During the years ended December\u00a01,\n2020, 2021, and 2022, amortization of capitalized internal-use software\ncosts was \\$22.5 million, \\$66.3 million, and \\$27.6 million,\nrespectively.\n\nThe net carrying value of capitalized internal-use software as of\nDecember\u00a01, 2021 and 2022 was \\$21.0\u00a0illion and \\$8.6\u00a0illion,\nrespectively.\n\nNote 8. Leases\n\nThe Company' material operating leases consist of office space and data\ncenter space. The Company' leases generally have remaining terms of one\nto 16 years, some of which include one or more options to extend the\nleases up to 10 years. Additionally, some lease contracts include\ntermination options. Generally, the lease term is the minimum of the\nnon-cancelable period of the lease or the lease term inclusive of\nreasonably certain renewal periods. Sublease income was immaterial for\nthe years ended December\u00a01, 2020, 2021, and 2022.\n\nThe components of lease cost were as follows (in millions):\n\n -------------------------- ------------------------ ------ ------ ---- ------ -- ---- ----- -- -- --"}, {"title": "airbnb.txt", "text": "Year Ended December\u00a01, \n 2020 2021 2022 \n Operating lease cost(1) \\$ 91\u00a0 \\$ 83\u00a0 \\$ 77\u00a0 \n Short-term lease cost(1) 1\u00a0 3\u00a0 2\u00a0 \n \n Variable lease cost(1) 12\u00a0 14\u00a0 17\u00a0 \n \n Lease cost, net(2) \\$ 104\u00a0 \\$ 100\u00a0 \\$ 96\u00a0 \n -------------------------- ------------------------ ------ ------ ---- ------ -- ---- ----- -- -- --\n\n(1)Classified within operations and support, product development, sales\nand marketing, and general and administrative expenses in the\nconsolidated statements of operations.\n\n(2)Lease costs do not include lease impairments due to restructuring.\nRefer to Note 17, *Restructuring*, for additional information.\n\nSupplemental disclosures of cash flow information related to operating\nlease liabilities were as follows (in millions):\n\n ---------------------------------------------------------------------------------------------------------------------- ------------------------ ------ ------ ---- ------- -- ---- ------ -- -- --\n \n Year Ended December\u00a01, \n 2020 2021 2022 \n Cash paid for operating leases \\$ 63\u00a0 \\$ 92\u00a0 \\$ 102Net impact of non-cash changes to right-of-use assets related to modifications and reassessments of operating leases 103\u00a0 18\u00a0 \\(5\\) \n ---------------------------------------------------------------------------------------------------------------------- ------------------------ ------ ------ ---- ------- -- ---- ------ -- -- --\n\n90\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nLease term and discount rate were as follows:\n\n ----------------------------------------------- -------------- ------ ------ ---- -- -- -- --\n \n December 31, \n 2021 2022 \n Weighted-average remaining lease term (years) 7.2 6.0 \n Weighted-average discount rate 6.8\u00a0 \\% 7.0\u00a0 \\% \n ----------------------------------------------- -------------- ------ ------ ---"}, {"title": "airbnb.txt", "text": "- -- -- -- --\n\nMaturities of lease liabilities (excluding short-term leases) were as\nfollows as of December\u00a01, 2022 (in millions):\n\n -------------------------------------------- --------- ------ -- -- --\n \n [Year Ending December 31,]{.underline} Amount \n 2023 \\$ 81\u00a0 \n 2024 53\u00a0 \n 2025 87\u00a0 \n 2026 79\u00a0 \n 2027 31\u00a0 \n Thereafter 128\u00a0 \n Total lease payments 459\u00a0 \n Less: Imputed interest \\(105\\) \n Present value of lease liabilities 354\u00a0 \n Less: Current portion of lease liabilities \\(59\\) \n Total long-term lease liabilities \\$ 295\u00a0 \n -------------------------------------------- --------- ------ -- -- --"}, {"title": "airbnb.txt", "text": "Note 9. Debt\n\nThe following table summarizes the Company' outstanding debt (in\nmillions, except percentages)):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

As of
\nDecember 31, 2021

Effective

\n

Interest\u00a0ate

As of
\nDecember 31, 2022

Effective

\n

Interest\u00a0ate

Convertible senior notes due March 2026

$

2,000\u00a0

0.2\u00a0

%

$

2,000\u00a0

0.2\u00a0

%

Less: Unamortized debt discount and debt issuance costs

(17)

\n

(13)

Total long-term debt

$

1,983\u00a0

$

1,987\u00a0

\n\n*Convertible Senior Notes*\n\nOn March 8, 2021, the Company issued \\$2.0\u00a0illion aggregate principal\namount of 0% convertible senior notes due 2026 (the \\\"2026 Notes\\\")\npursuant to an indenture, dated March 8, 2021 (the \\\"Indenture\\\"),\nbetween the Company and U.S. Bank National Association, as trustee. The\n2026 Notes were offered and sold in a private offering to qualified\ninstitutional buyers pursuant to Rule 144A under the Securities Act of\n1933, as amended.\n\nThe 2026 Notes are senior unsecured obligations of the Company and will\nnot bear regular interest. The 2026 Notes mature on March 15, 2026,\nunless earl"}, {"title": "airbnb.txt", "text": "ier converted, redeemed, or repurchased. The proceeds, net of\ndebt issuance costs, were \\$1,979.2\u00a0illion.\n\nThe initial conversion rate for the 2026 Notes is 3.4645 shares of the\nCompany\\'s Class A common stock per \\$1,000 principal amount of 2026\nNotes, which is equivalent to an initial conversion price of\napproximately \\$288.64 per share of the Class A common stock. The\nconversion rate and conversion price are subject to customary\nadjustments under certain circumstances in accordance with the terms of\nthe Indenture.\n\nThe 2026 Notes will be convertible at the option of the holders before\nDecember 15, 2025 only upon the occurrence of certain events, and from\nand after December 15, 2025, at any time at their election until the\nclose of business on the second scheduled trading day immediately\npreceding March 15, 2026, only under certain circumstances. Upon\nconversion, the Company may satisfy its conversion obligation by paying\nor delivering, as applicable, cash, shares of the Company' Class A\ncommon stock, or a combination of cash and shares of the Company' Class\nA common stock, at the Company' election, based on the applicable\nconversion rate. In addition, if certain corporate eventsthat\nconstitute a make-whole fundamental change (as defined in the Indenture)\noccur, then the conversion rate will, in certain circumstances, be\nincreased for a specified period of time. Additionally, in the event of\na corporate event constituting a fundamental change (as defined in the\nIndenture), holders of the 2026 Notes may require the Company to\nrepurchase all or a portion of their 2026 Notes at a repurchase price\nequal to 100% of the principal amount of the Notes being repurchased,\nplus accrued and unpaid special interest or additional interest, if any,\nto, but excluding, the date of the fundamental change repurchase.\n\nDebt issuance costs related to the 2026 Notes totaled \\$20.8\u00a0illion and\nwere comprised of commissions payable to the initial purchasers and\nthird-party offering costs and are amortized to interest expense using\nthe effective interest method over the contractual term. For the years\nended December\u00a01, 2021 and 2022, interest expense was \\$3.4\u00a0illion and\n\\$4.2 million, respectively.\n\nAs of December\u00a01, 2022, the if-converted value of the 2026 Notes did not\nexceed the outstanding principal amount.\n\nAs of December\u00a01, 2022 the total estimated fair value of the 2026 No"}, {"title": "airbnb.txt", "text": "tes\nwas \\$1.7 billion and was determined based on a market approach using\nactual bids and offers of the 2026 Notes in an over-the-counter market\non the last trading day of the period, or Level 2 inputs.\n\n91\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n*Capped Calls*\n\nOn March 3, 2021, in connection with the pricing of the 2026 Notes, the\nCompany entered into privately negotiated capped call transactions (the\n\"apped Calls\" with certain of the initial purchasers and other financial\ninstitutions (the \\\"option counterparties\\\") at a cost of\n\\$100.2\u00a0illion. The Capped Calls cover, subject to customary\nadjustments, the number of shares of Class A common stock initially\nunderlying the 2026 Notes. By entering into the Capped Calls, the\nCompany expects to reduce the potential dilution to its Class A common\nstock (or, in the event a conversion of the 2026 Notes is settled in\ncash, to reduce its cash payment obligation) in the event that at the\ntime of conversion of the 2026 Notes its common stock price exceeds the\nconversion price of the 2026 Notes. The cap price of the Capped Calls\nwas \\$360.80 per share of Class A common stock, which represented a\npremium of 100% over the last reported sale price of the Class A common\nstock of \\$180.40 per share on March 3, 2021, subject to certain\ncustomary adjustments under the terms of the Capped Calls.\n\nThe Capped Calls meet the criteria for classification in equity, are not\nremeasured each reporting period, and are included as a reduction to\nadditional paid-in-capital within stockholders'equity.\n\n*Term Loans*\n\nIn April 2020, the Company entered into a \\$1.0 billion First Lien\nCredit and Guaranty Agreement (the \"irst Lien Credit Agreement,\"and the\nloans thereunder, the \"irst Lien Loan\", resulting in proceeds of\n\\$961.4\u00a0illion, net of debt discount and debt issuance costs of\n\\$38.6\u00a0illion. The loan was due and payable in April 2025 and could be\nrepaid in whole or in part at the Company' option, subject to applicable\nprepayment premiums and make-whole premiums. Beginning in September\n2020, the Company was required to repay the First Lien Loan in quarterly\ninstallments equal to 0.25% of the \\$1.0 billion aggregate principal\namount of the First Lien Loan, with the remaining principal amount\npayable on the maturity date.\n\nAlso in April 2020, the Company entered into a \\$1.0 billi"}, {"title": "airbnb.txt", "text": "on Second Lien\nCredit and Guaranty Agreement (the \"econd Lien Credit Agreement,\"and the\nloans thereunder, the \"econd Lien Loan\", resulting in net proceeds of\n\\$967.5\u00a0illion, net of debt discount and debt issuance costs of\n\\$32.5\u00a0illion. The loan was due and payable in July 2025 and could be\nrepaid in whole or in part, subject to applicable prepayment premiums,\nmake-whole premiums, and the priority of lenders under the First Lien\nCredit Agreement over any proceeds the Company receives from the sale of\ncollateral.\n\nIn March 2021, the Company repaid the principal amount outstanding of\n\\$1,995.0\u00a0illion under the First Lien Loan and Second Lien Loan, which\nresulted in a loss of extinguishment of debt of \\$377.2\u00a0illion,\nincluding early redemption premiums of \\$212.9\u00a0illion and a write-off of\n\\$164.3\u00a0illion of unamortized debt discount and debt issuance costs. The\nloss on extinguishment of debt was included in interest expense in the\nconsolidated statements of operations. Additionally, the Company\nincurred third-party costs, principally legal and administrative fees,\nof \\$0.1\u00a0illion relating to the extinguishment of the loans.\n\nThe debt discount and debt issuance costs were amortized to interest\nexpense using the effective interest rate method. For the year ended\nDecember\u00a01, 2021, interest expense of \\$41.3 million was recorded for\nthe First Lien and Second Lien Loans relating to the contractual\ninterest and amortization of the debt discount and debt issuance costs.\n\nThe First Lien Loan and the Second Lien Loan were unconditionally\nguaranteed by certain of the Company' domestic subsidiaries and were\nboth secured by substantially all the assets of the Company and\nsubsidiary guarantors.\n\nIn connection with the Second Lien Loan, the Company issued warrants to\npurchase 7,934,794 shares of Class A common stock with an initial\nexercise price of \\$28.355 per share, subject to adjustment upon the\noccurrence of certain specified events, to the Second Lien Loan lenders.\nThe warrants expire on April\u00a07, 2030 and the exercise price can be paid\nin cash or in net shares at the holder' option. The fair value of the\nwarrants at issuance was \\$116.6 million and was recorded as a liability\nin accrued expenses and other current liabilities on the consolidated\nbalance sheet with a corresponding debt discount recorded against the\nSecond Lien Loan. The warrant liability was remeasured to"}, {"title": "airbnb.txt", "text": "fair value at\neach reporting date for as long as the warrants remained outstanding and\nunexercised with changes in fair value recorded in other income\n(expense), net in the consolidated statements of operations. As of\nDecember 31, 2020, the fair value of the warrant totaled \\$985.2\nmillion. On March 30, 2021, the Company amended the anti-dilution\nfeature in the warrant agreements, which resulted in a change in\nclassification from liability to equity. Accordingly, the Company\nrecorded \\$292.0 million in other expense during the first quarter of\n2021. The liability balance of \\$1.3 billion was then reclassified to\nequity as the amended warrants met the requirements for equity\nclassification.\n\n*2020 Credit Facility*\n\nIn November 2020, the Company entered into a five-year secured revolving\nCredit and Guarantee Agreement, which provided for initial commitments\nfrom a group of lenders led by Morgan Stanley Senior Funding, Inc. of\n\\$500.0 million (\"020 Credit Facility\". The 2020 Credit Facility\nprovided a \\$200.0 million sub-limit for the issuance of letters of\ncredit and had a commitment fee of 0.15% per annum on any undrawn\namounts, payable quarterly in arrears. Outstanding letters of"}, {"title": "airbnb.txt", "text": "credit\ntotaled \\$15.9\u00a0illion as of December\u00a01, 2021. Remaining letters of\ncredit under the 2020 Credit Facility were transferred to new issuers\nupon the termination of the 2020 Credit Facility.\n\n*2022 Credit Facilit*y\n\nOn October 31, 2022, the Company terminated the 2020 Credit Facility and\nentered into a five-year unsecured Revolving Credit Agreement, which\nprovides for initial commitments by a group of lenders led by Morgan\nStanley Senior Funding, Inc. of \\$1.0 billion (\"022 Credit Facility\".\nThe 2022 Credit Facility provides a \\$200.0 million sub-limit for the\nissuance of letters of credit. The 2022 Credit Facility has a commitment\nfee based on ratings and leverage ratios with amounts that range from\n0.10% to 0.20% per annum on any undrawn amounts, payable quarterly in\narrears. Interest on borrowings is based on ratings and leverage ratios\nwith amounts that range from (i) in the case of the Secured Overnight\nFinancing Rate (\"OFR\" borrowings, 1.0% to 1.5%, plus SOFR, subject to a\nfloor of 0.0%, or (ii) in the case of base rate\n\n92\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nborrowings, 0.0% to 0.5%; plus the greatest of (a)"}, {"title": "airbnb.txt", "text": "the rate of interest\nin effect for such day by Morgan Stanley Senior Funding, Inc. as its\n\"rime rate\" (b) the federal funds effective rate plus 0.5%; and (c) SOFR\nfor a one-month period plus 1.0%. Outstanding balances may be repaid\nprior to maturity without penalty. The 2022 Credit Facility contains\ncustomary events of default, affirmative and negative covenants,\nincluding restrictions on the Company' and certain of its\nsubsidiaries'ability to incur debt and liens, undergo fundamental\nchanges, as well as certain financial covenants. The Company was in\ncompliance with all financial covenants as of December\u00a01, 2022. As of\nDecember\u00a01, 2022, no amounts were drawn under the 2022 Credit Facility\nand outstanding letters of credit totaled \\$28.5 million.\n\nNote 10. Stockholders'Equity\n\n*Common Stock*\n\nThe Company' restated certificate of incorporation authorizes the\nCompany to issue 2.0 billion\u00a0hares of Class\u00a0 common stock and 710.0\nmillion\u00a0hares of Class\u00a0 common stock. Both classes of common stock have\na par value of \\$0.0001 per share. Class\u00a0 common stock is entitled to\none vote per share and Class\u00a0 common stock is entitled to 20 votes per\nshare. A share of Class B common stock is convertible into a share of\nClass A common stock voluntarily at any time by the holder, and will\nconvert automatically into a share of Class A common stock upon the\nearlier of (a) the date and time, or the occurrence of an event,\nspecified by vote or written consent of the holders of at least 80% of\nthe outstanding shares of Class B common stock at the time of such vote\nor consent, voting as a separate series, and (b) the 20-year anniversary\nof the closing of the IPO. In addition, with certain exceptions as\nfurther described in the Company\\'s restated certificate of\nincorporation, transfers of Class B common stock will result in the\nconversion of such share of Class B common stock into a share of Class A\ncommon stock.\n\nUnder the Company' restated certificate of incorporation, the Company is\nalso authorized to issue 2.0 billion shares of Class C common stock and\n26.0 million shares of Class H common stock. Each share of Class C\ncommon stock is entitled to no votes and will not be convertible into\nany other shares of the Company' capital stock. Each share of Class H\ncommon stock is entitled to no votes and will convert into a share of\nClass A common stock on a share-for-share basis upon the"}, {"title": "airbnb.txt", "text": "sale of such\nshare of Class H common stock to any person or entity that is not the\nCompany' subsidiary.\n\n*Class A Common Stock Warrants*\n\nAs described above in Note 9, *Debt*, in connection with the Second Lien\nLoan entered into in April 2020, the Company issued warrants to purchase\n7,934,794 shares of Class A common stock with an initial exercise price\nof \\$28.355 per share, subject to adjustment upon the occurrence of\ncertain specified events, to the Second Lien Loan lenders.\n\n*Share Repurchase*\n\nOn August\u00a0, 2022, the Company announced its board of directors approved\na share repurchase program with authorization to purchase up to\n\\$2.0\u00a0illion of the Company\\'s Class A common stock at management'\ndiscretion (the \"hare Repurchase Program\". The Share Repurchase Program\ndoes not have an expiration date, does not obligate the Company to\nrepurchase any specific number of shares, and may be modified,\nsuspended, or terminated at any time at the Company' discretion. During\nthe year ended December\u00a01, 2022, the Company repurchased and\nsubsequently retired 13.8 million shares of common stock for \\$1.5\nbillion. As of December\u00a01, 2022, the Company had \\$500.0 million\navailable to repurchase shares pursuant to the Share Repurchase Program.\n\nNote 11. Stock-Based Compensation\n\n*Stock-Based Compensation Expense*\n\nThe following table summarizes total stock-based compensation expense\n(in millions):\n\n ---------------------------------- ------------------------- -------- ------ ---- ------ -- ---- ------ -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Operations and support \\$ 144\u00a0 \\$ 49\u00a0 \\$ 63\u00a0 \n Product development 1,880\u00a0 545\u00a0 548\u00a0 \n Sales and marketing 435\u00a0 100\u00a0 114\u00a0 \n General and administrative 544\u00a0 205\u00a0 205"}, {"title": "airbnb.txt", "text": "Stock-based compensation expense \\$ 3,003\u00a0 \\$ 899\u00a0 \\$ 930\u00a0 \n ---------------------------------- ------------------------- -------- ------ ---- ------ -- ---- ------ -- -- --\n\nPrior to December 9, 2020, no stock-based compensation expense had been\nrecognized for certain awards with a liquidity-event performance-based\nvesting condition based on the occurrence of a qualifying event, as such\nqualifying event was not probable. Upon the Company\\'s initial public\noffering, the liquidity event performance-based condition was met and\n\\$2.8 billion of stock-based compensation expense was recognized related\nto these awards.\n\nThe Company recognized an income tax benefit of \\$39.9 million, \\$35.6\nmillion, and \\$19.0 million in the consolidated statements of operations\nfor stock-based compensation arrangements in the years ended December\u00a01,\n2020, 2021, and 2022, respectively.\n\n*Equity Incentive Plans*\n\n*2018 Equity Incentive Plan*\n\n93\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nIn 2018, the Company adopted the 2018 Equity Incentive Plan (the \"018\nPlan\" to replace"}, {"title": "airbnb.txt", "text": "the 2008 Equity Incentive Plan (the \"008 Plan\". A total\nof 50.0\u00a0illion shares of Class\u00a0 common stock were reserved for issuance\nunder the 2018 Plan and the 13.2\u00a0illion shares remaining for issuance\nunder the 2008 Plan were added to the number of shares available under\nthe 2018 Plan. The expiration of the 2008 Plan had no impact on the\nterms of outstanding awards under that plan. All unvested equity\ncanceled under the 2008 Plan were added to the 2018 Plan and made\navailable for future issuance.\n\n*Assumed Equity Incentive Plan*\n\nIn connection with the acquisition of HotelTonight in 2021, the Company\nassumed stock options and RSUs under HotelTonight' equity incentive plan\n(the \"ssumed Equity Incentive Plan\". As of December\u00a01, 2021, a total of\n98,093 shares of the Company' Class\u00a0 common stock were issuable upon\nexercise of outstanding options under the Assumed Equity Incentive Plan,\nwith weighted-average exercise price of \\$22.67 per share. In addition,\nas of December\u00a01, 2021, a total of 3,512 RSUs were issued and\noutstanding under the Assumed Equity Incentive Plan. No additional stock\noptions or RSUs may be granted under the Assumed Equity Incentive Plan.\n\n*2020 Incentive Award Plan*"}, {"title": "airbnb.txt", "text": "In 2020, the Company adopted the 2020 Incentive Award Plan (the \"020\nPlan,\"and together with the 2008 Plan, 2018 Plan, and the Assumed Equity\nIncentive Plan, the \"lans\". Under the 2020 Plan, 62,069,613 shares of\nClass A common stock were initially reserved for issuance. The number of\nshares initially reserved for issuance pursuant to awards under the 2020\nPlan will be increased by (i) the number of shares subject to awards\noutstanding under the 2008 Plan, Assumed Equity Incentive Plan, and 2018\nPlan as of the effective date of the 2020 Plan that subsequently\nterminate, are exchanged for cash, surrendered or repurchased, or are\ntendered or withheld to satisfy any exercise price or tax withholding\nobligations and (ii) an annual increase on the first day of each year\nbeginning in 2022 and ending in 2030, equal to the lesser of (A) 5% of\nthe shares of all series of the Company' common stock outstanding on the\nlast day of the immediately preceding year and (B) such smaller number\nof shares of stock as determined by the Company' board of directors;\nprovided, however, that no more than 371,212,920 shares of stock may be\nissued upon the exercise of incentive stock options.\n\n*Stock Optionand Restricted Stock Unit Activity*\n\nThe fair value of each stock option award is estimated on the date of\ngrant using the Black-Scholes option-pricing model using the range of\nassumptions in the following table:\n\n ------------------------- ------------------------- --------------- --------------- -- ------ -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Expected term (years) 5.1\u00a0\u00a0.0 \u00a0.0 6.1 \n Risk-free interest rate 0.5%\u00a0\u00a0.5% 1.1% - 1.5% 0.3% - 2.2% \n Expected volatility 39.1% - 43.6% 44.2% - 44.9% 48.6% - 58.4% \n Expected dividend yield ---\u00a0 ---\u00a0 ---\u00a0 \n ------------------------- ------------------------- --------------- --------------- -"}, {"title": "airbnb.txt", "text": "- ------ -- -- -- -- -- --\n\nA summary of stock option and RSU activity under the Plans was as\nfollows (in millions, except per share amounts):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Outstanding

\n

Stock Options

Outstanding

\n

Restricted\u00a0tock\u00a0nits

Shares
\nAvailable\u00a0or
\nGrant

Number\u00a0f
\nShares

Weighted-
\nAverage
\nExercise
\nPrice

Number\u00a0f
\nShares

Weighted-
\nAverage
\nGrant
\nDate Fair
\nValue

"}, {"title": "airbnb.txt", "text": "

Balances as of December 31, 2020

86\u00a0

41\u00a0

$

12.48\u00a0

48\u00a0

$

40.01\u00a0

Granted(1)

(10)

1\u00a0

191.08\u00a0

9\u00a0

181.15\u00a0

Shares withheld for taxes

1\u00a0

\u2014\u00a0

\u2014\u00a0

\n

(1)

66.99\u00a0

Exercised/Vested

\u2014\u00a0

(18)

7.77\u00a0

(15)

57.05\u00a0

Canceled

4\u00a0

\u2014\u00a0

56.69\u00a0

(4)

64.32\u00a0

Balances as of December 31, 2021

81\u00a0

24\u00a0

19.69\u00a0

37\u00a0

61.22\u00a0

Granted

(13)

1\u00a0

161.70\u00a0

12\u00a0

135.09\u00a0

Increase in shares available for grant

32\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Shares withheld for taxes

5\u00a0

\u2014\u00a0

\u2014\u00a0

(5)

80.98\u00a0

Exercised/Vested

\u2014\u00a0

(3)

14.32\u00a0

<"}, {"title": "airbnb.txt", "text": "/td>\n

(7)

83.12\u00a0

Canceled

3\u00a0

\u2014\u00a0

95.93\u00a0

(3)

101.58\u00a0

Balances as of December 31, 2022

108\u00a0

22\u00a0

$

23.41\u00a0

34\u00a0

$

77.07\u00a0

\n\n(1)There were no options or RSUs that were granted from the Assumed\nEquity Incentive Plan for the year ended December\u00a01, 2021.\n\n94\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

21\u00a0

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<"}, {"title": "airbnb.txt", "text": "/td>\n

Number of
\nShares

Weighted-
\nAverage
\nExercise
\nPrice

Weighted-
\nAverage
\nRemaining
\nContractual
\nLife (years)

Aggregate
\nIntrinsic
\nValue

Options outstanding as of December 31, 2021

24

$

19.69\u00a0

3.66

$

3,555\u00a0

Options exercisable as of December 31, 2021

13.28\u00a0

2.90

3,207\u00a0

Options outstanding as of December 31, 2022

22

23.41\u00a0

2.78

1,432\u00a0

Options exercisable as of December 31, 2022

20\u00a0

17.01\u00a0

2.27

1,380\u00a0

\n\nDuring the years ended December\u00a01, 2020, 2021, and 2022, the\nweighted-average fair value of stock options granted under the Plans was\n\\$15.42, \\$96.50, and \\$79.75 per share, respectively. During the years\nended December\u00a01, 2020, 2021, and 2022, the aggregate intrinsic value of\nstock options exercised was \\$476.0\u00a0illion, \\$2,824.9\u00a0illion, and\n\\$326.0\u00a0illion, respectively, and the total grant-date fair value of\nstock options that vested was \\$44.4"}, {"title": "airbnb.txt", "text": "illion, \\$45.9\u00a0illion, and\n\\$45.0\u00a0illion, respectively.\n\nAs of December\u00a01, 2022, there was \\$78.0\u00a0illion, of total unrecognized\ncompensation cost related to stock option awards granted under the\u00a0lans.\nThe unrecognized cost as of December\u00a01, 2022 is expected to be\nrecognized over a weighted-average period of 2.58 years.\n\n*Restricted Stock Awards*\n\nThe Company has granted RSAs to certain continuing employees, primarily\nin connection with acquisitions. Vesting of this stock is primarily\ndependent on a service-based vesting condition that generally becomes\nsatisfied over a period of four years. The Company has the right to\nrepurchase or cancel shares for which the vesting condition is not\nsatisfied.\n\nUnvested RSAs as of December\u00a01, 2020, 2021, and 2022 was 0.7 million,\n0.6 million, and 0.4 million shares, respectively, with weighted-average\ngrant-date fair value of \\$62.33, \\$62.32, and \\$62.33 per share,\nrespectively. Activities related to the Company' RSAs were not material\nfor the years ended December\u00a01, 2020, 2021, and 2022.\n\n*Restricted Stock Units*\n\nRSUs are measured at the fair market value of the underlying stock at\nthe grant date and the expense is recognized over the requisi"}, {"title": "airbnb.txt", "text": "te service\nperiod. The service-based vesting condition for these awards is\ngenerally satisfied over four years.\n\n*2020 Employee Stock Purchase Plan*\n\nIn December 2020, the Company' board of directors adopted the ESPP. The\nmaximum number of shares of Class A common stock authorized for sale\nunder the ESPP is equal to the sum of (i) 4.0 million shares of Class A\ncommon stock and (ii) an annual increase on the first day of each year\nbeginning in 2022 and ending in 2030, equal to the lesser of (a) 1% of\nshares of Class A common stock (on an as converted basis) on the last\nday immediately preceding year and (b) such number of shares of common\nstock as determined by the board of directors; provided, however, that\nno more than 89.8 million shares may be issued under the ESPP. As of\nDecember\u00a01, 2021 and 2022, the Company had reserved 3.0 million and 8.9\nmillion shares for future issuance under the ESPP. The Company estimates\nthe fair value of shares to be issued under the ESPP based on a\ncombination of options valued using the Black-Scholes option-pricing\nmodel. The Company recorded stock-based compensation expense related to\nthe ESPP of \\$105.9\u00a0illion and \\$32.6\u00a0illion for the years ended"}, {"title": "airbnb.txt", "text": "December\u00a01, 2021, and 2022, respectively.\n\nDuring the year ended December\u00a01, 2021, 0.9 million shares of common\nstock were purchased under the ESPP at a weighted-average price of\n\\$59.11 per share, resulting in net cash proceeds of \\$50.6 million.\nDuring the year ended December\u00a01, 2022, 0.5 million shares of common\nstock were purchased under the ESPP at a weighted-average price of\n\\$95.90 per share, resulting in net cash proceeds of \\$47.5 million.\n\nNote 12. Commitments and Contingencies\n\n*Commitments*\n\nThe Company has commitments including purchase obligations for\nweb-hosting services and other commitments for brand marketing. The\nfollowing table presents these non-cancelable commitments and\nobligations as of December\u00a01, 2022 (in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Total

Less\u00a0han
\n1\u00a0ear

1\u00a0o\u00a0\u00a0ears

3\u00a0o\u00a0\u00a0ears

More\u00a0han
\n5\u00a0ears

Purchase obligations

$

1,068\u00a0

$

137\u00a0

$

517\u00a0

$

414\u00a0

$

\u2014\u00a0

Other commitments

232\u00a0

37\u00a0

76\u00a0

79\u00a0

40\u00a0

Total

$

1,300\u00a0

$

174\u00a0

$

593\u00a0

$

493\u00a0

$

40\u00a0

\n\nPurchase commitments include amounts related to the Company' commercial\nagreement with a data hosting services provider, pursuant to which the\nCompany committed to spend an aggregate of at l"}, {"title": "airbnb.txt", "text": "east \\$941.7 million for\nvendor services through 2027.\n\n*Extenuating Circumstances Policy*\\\n\\\nIn March 2020, the Company applied its extenuating circumstances policy\nto cancellations resulting from COVID-19. That policy provides\n\n95\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\ncustomers with greater flexibility to cancel reservations that are\ndisrupted by epidemics, natural disasters, and other emergencies.\nSpecifically, accommodation bookings made by guests on or before March\n14, 2020 have so far been covered by the policy and may be canceled\nbefore check-in. To support Hosts impacted by elevated guest\ncancellations under that policy, the Company committed up to\n\\$250\u00a0illion for Hosts, and had a remaining reserve balance of\n\\$33.9\u00a0illion as of December\u00a01, 2022. The reservations eligible for this\n\\$250\u00a0illion Host program were defined as reservations made on or before\nMarch 14, 2020 with a check-in date between March 14, 2020 and May 31,\n2020. For these reservations, eligible Hosts are entitled to receive 25%\nof the amount they would have received from guests under the Host'\ncancellation policies. These payments are accounted for as consideration\npaid to a customer and as such, primarily result in a reduction to\nrevenue. Under this policy, the Company recorded payments, primarily to\nHosts, excluding Superhosts, of \\$205.1\u00a0illion, \\$5.6\u00a0illion and\n\\$2.9\u00a0illion for the years ended December\u00a01, 2020, 2021, and 2022,\nrespectively, in its consolidated statement of operations.\\\n\\\n*Lodging Tax Obligations and Other Non-Income Tax Matters*\\\n\\\nSome states and localities in the United States and elsewhere in the\nworld impose transient occupancy or lodging accommodations taxes\n(\"odging Taxes\" on the use or occupancy of lodging accommodations or\nother traveler services. As of December\u00a01, 2022, the Company collects\nand remits Lodging Taxes in approximately 32,000 jurisdictions on behalf\nof its Hosts. Such Lodging Taxes are generally remitted to tax\njurisdictions within a 30 to 90-day period following the end of each\nmonth.\\\n\\\nAs of December\u00a01, 2021 and 2022, the Company had an obligation to remit\nLodging Taxes collected from guests on bookings in these jurisdictions\ntotaling \\$180.8\u00a0illion and \\$250.6\u00a0illion, respectively. These payables\nwere recorded in accrued expenses and other current liabilities on the\nconsolidat"}, {"title": "airbnb.txt", "text": "ed balance sheets.\\\n\\\nIn jurisdictions where the Company does not collect and remit Lodging\nTaxes, the responsibility for collecting and remitting these taxes\nprimarily rests with Hosts.\u00a0he Company has estimated liabilities in a\ncertain number of jurisdictions with respect to state, city, and local\ntaxes related to lodging where management believes it is probable that\nthe Company can be held jointly liable with Hosts for taxes and the\nrelated amounts can be reasonably estimated. As of December\u00a01, 2021 and\n2022, accrued obligations related to these estimated taxes, including\nestimated penalties and interest, totaled \\$57.3\u00a0illion and\n\\$70.6\u00a0illion, respectively. With respect to lodging and related taxes\nfor which a loss is probable or reasonably possible, the Company is\nunable to determine an estimate of the possible loss or range of loss\nbeyond the amounts already accrued.\\\n\\\nThe Company' potential obligations with respect to Lodging Taxes could\nbe affected by various factors, which include, but are not limited to,\nwhether the Company determines, or any tax authority asserts, that the\nCompany has a responsibility to collect lodging and related taxes on\neither historical or future transactions or by the introduction of new\nordinances and taxes which subject the Company' operations to such\ntaxes. Accordingly, the ultimate resolution of Lodging Taxes may be\ngreater or less than reserve amounts that the Company has recorded.\\\n\\\nThe Company is currently involved in disputes brought by certain states\nand localities involving the payment of Lodging Taxes. These\njurisdictions are asserting that the Company is liable or jointly liable\nwith Hosts to collect and remit Lodging Taxes. These disputes are in\nvarious stages and the Company continues to vigorously defend these\nclaims. The Company believes that the statutes at issue impose a Lodging\nTax obligation on the person exercising the taxable privilege of\nproviding accommodations, or the Company' Hosts.\\\n\\\nThe imposition of such taxes on the\u00a0ompany could increase the cost of a\nguest booking and potentially cause a reduction in the volume of\nbookings on the Company' platform, which would adversely impact\nthe\u00a0ompany' results of operations. The\u00a0ompany will continue to monitor\nthe application and interpretation of lodging and related taxes and\nordinances and will adjust accruals based on any new information or\nfurther dev"}, {"title": "airbnb.txt", "text": "elopments.\\\n\\\nThe Company is under audit and inquiry by various domestic and foreign\ntax authorities with regard to non-income tax matters. The subject\nmatter of these contingent liabilities primarily arises from the\nCompany' transactions with its customers, as well as the tax treatment\nof certain employee benefits and related employment taxes. In\njurisdictions with disputes connected to transactions with customers,\ndisputes involve the applicability of transactional taxes (such as\nsales, value-added, and similar taxes) to services provided, as well as\nthe applicability of withholding tax on payments made to such Hosts. Due\nto the inherent complexity and uncertainty of these matters and judicial\nprocesses in certain jurisdictions, the final outcomes may exceed the\nestimated liabilities recorded.\\\n\\\nDuring the years ended December\u00a01, 2020, 2021, and 2022, the Company\nrecorded, including interest, \\$16.3\u00a0illion of tax expense,\n\\$10.1\u00a0illion of tax benefit, and \\$10.3\u00a0illion of tax expense, related\nto estimated Hosts'withholding tax obligations, respectively. As of\nDecember\u00a01, 2021 and 2022, the Company accrued a total of \\$124.2\u00a0illion\nand \\$134.6\u00a0illion of estimated tax liabilities,including interest,\nrelated to Hosts'withholding tax obligations, respectively.\\\n\\\nThe Company has identified reasonably possible exposures related to\nwithholding income taxes, transactional taxes, and business taxes, and\nhas not accrued for these amounts since the likelihood of the contingent\nliability is less than probable. The Company estimates that the\nreasonably possible loss related to these matters in excess of the\namounts accrued is between \\$250.0\u00a0illion and \\$280.0\u00a0illion; however,\nno assurance can be given as to the outcomes and the Company could be\nsubject to significant additional tax liabilities.\\\n\\\nWith respect to all other withholding tax on payments made to Hosts and\ntransactional taxes for which a loss is probable or reasonably possible,\nthe Company is unable to determine an estimate of the possible loss or\nrange of loss beyond the amounts already accrued.\\\n\\\nIn addition, as of December\u00a01, 2021 and 2022, the Company accrued a\ntotal of \\$33.6\u00a0illion and \\$32.6\u00a0illion of estimated tax liabilities\nrelated to employment taxes on certain employee benefits, respectively.\nRefer to Note 13,\u00a0*Income Taxes,* for further discussion on other tax\nmatters.\n\n96\n\nAirbnb, Inc.\n\nN"}, {"title": "airbnb.txt", "text": "otes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\n\\\nThe Company is subject to regular payroll tax examinations by various\ninternational, state, and local jurisdictions. Although management\nbelieves its tax withholding remittance practices are appropriate, the\nCompany may be subject to additional tax liabilities, including interest\nand penalties, if any tax authority disagrees with the Company'\nwithholding and remittance practices, or if there are changes in laws,\nregulations, administrative practices, principles, or interpretations\nrelated to payroll tax withholding in the various state and local\njurisdictions.\\\n\\\n*Legal and Regulatory Matters*\\\n\\\nThe Company has been and is currently a party to various legal and\nregulatory matters arising in the normal course of business.\u00a0uch\nproceedings and claims, even if not meritorious, can require significant\nfinancial and operational resources, including the diversion of\nmanagement' attention from the Company' business objectives.\n\n*Regulatory Matters*\n\n\\\nThe Company operates in a complex legal and regulatory environment and\nits operations are subject to various U.S. and foreign laws, rules, and\nregulations,including those related to: Internet activities; short-term\nrentals, long-term rentals and home sharing; real estate, property\nrights, housing and land use; travel and hospitality; privacy and data\nprotection; intellectual property; competition; health and safety;\nprotection of minors; consumer protection; employment; payments, money\ntransmission, economic and trade sanctions, anti-corruption and\nanti-bribery; taxation; and others. In addition, the nature of the\nCompany' business exposes it to inquiries and potential claims related\nto the compliance of the business with applicable law and regulations.\nIn some instances, applicable laws and regulations do not yet exist or\nare being applied, interpreted or implemented to address aspects of the\nCompany' business, and such adoption or interpretation could further\nalter or impact the Company' business.\\\n\\\nIn certain instances, the Company has been party to litigation with\nmunicipalities relating to or arising out of certain regulations. In\naddition, the implementation and enforcement of regulation can have an\nimpact on the Company' business.\n\n*Intellectual Property*\n\nThe Company has been and is currently subject to claims relating to\ni"}, {"title": "airbnb.txt", "text": "ntellectual property, including alleged patent infringement. Adverse\nresults in such lawsuits may include awards of substantial monetary\ndamages, costly royalty or licensing agreements, or orders preventing\nthe Company from offering certain features, functionalities, products,\nor services, and may also cause the Company to change its business\npractices or require development of non-infringing products or\ntechnologies, which could result in a loss of revenue or otherwise harm\nits business. To date, the Company has not incurred any material costs\nas a result of such cases and has not recorded any material liabilities\nin its consolidated financial statements related to such matters.\n\n*Litigation and Other Legal Proceedings*\n\nThe Company is currently involved in, and may in the future be involved\nin, legal proceedings, claims, and government investigations in the\nordinary course of business. These include proceedings, claims, and\ninvestigations relating to, among other things, regulatory matters,\ncommercial matters, intellectual property, competition, tax, employment,\npricing, discrimination, consumer rights, personal injury, and property\nrights.\n\nThe Australian Competition and Consumer Commission (\"CCC\" commenced\nproceedings against Airbnb, Inc. and Airbnb Ireland UC alleging that\nAirbnb has breached the Australian Consumer Law by making false and\nmisleading representations, because certain users were shown prices and\ncharged in U.S. dollars versus Australian dollars. The Company disputes\nthe allegations of the ACCC.\n\nDepending on the nature of the proceeding, claim, or investigation, the\nCompany may be subject to monetary damage awards, fines, penalties,\nand/or injunctive orders. Furthermore, the outcome of these matters\ncould materially adversely affect the Company' business, results of\noperations, and financial condition. The outcomes of legal proceedings,\nclaims, and government investigations are inherently unpredictable and\nsubject to significant judgment to determine the likelihood and amount\nof loss related to such matters. While it is not possible to determine\nthe outcomes, the Company believes based on its current knowledge that\nthe resolution of all such pending matters will not, either individually\nor in the aggregate, have a material adverse effect on the Company'\nbusiness, results of operations, financial condition, or cash flows.\\\n\\\nThe Company es"}, {"title": "airbnb.txt", "text": "tablishes an accrued liability for loss contingencies\nrelated to legal matters when a loss is both probable and reasonably\nestimable. These accruals represent management' best estimate of\nprobable losses. Such currently accrued amounts are not material to the\nCompany' consolidated financial statements. However, management' views\nand estimates related to these matters may change in the future, as new\nevents and circumstances arise and the matters continue to develop.\nUntil the final resolution of legal matters, there may be an exposure to\nlosses in excess of the amounts accrued. With respect to outstanding\nlegal matters, based on current knowledge, the amount or range of\nreasonably possible loss will not, either individually or in the\naggregate, have a material adverse effect on the Company' business,\nresults of operations, financial condition, or cash flows. Legal fees\nare expensed as incurred.\n\n*Host Protections*\n\nThe Company offers AirCover coverage, which includes but is not limited\nto, the Company' Host Damage Protection program that provides protection\nof up to \\$3.0\u00a0illion for direct physical loss or damage to a Host'\ncovered property caused by guests during a confirmed booking and when\nthe Host and guest are unable to resolve the dispute. The Company\u00a0etains\nrisk and also\u00a0aintains insurance from third parties on a per claim basis\nto protect the Company' financial exposure under this program. In\naddition, through third-party insurers and self-insurance mechanisms,\nincluding a wholly-owned captive insurance subsidiary created during the\nyear ended December 31, 2019, the Company provides insurance\u00a0overage for\nthird-party bodily injury or property damage liability claims that occur\nduring a stay.\n\n97\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nThe Company' Host Liability Insurance and Experiences Liability\nInsurance consists of a commercial general liability policy, with Hosts\nand the Company as named insureds and landlords of Hosts as additional\ninsureds. The Host Liability Insurance and Experiences Liability\nInsurance provides primary coverage for up to \\$1.0\u00a0illion per\noccurrence, subject to a \\$1.0\u00a0illion cap per listing location, and\nincludes various market standard conditions, limitations, and\nexclusions.\n\n*Indemnifications*\\\n\\\nThe Company has entered into indemnification agreements with certain"}, {"title": "airbnb.txt", "text": "of\nits employees, officers and directors. The indemnification agreements\nand the Company' Amended and Restated Bylaws (the \"ylaws\" require the\nCompany to indemnify its directors and officers and those employees who\nhave entered into indemnification agreements to the fullest extent not\nprohibited by Delaware law. Subject to certain limitations, the\nindemnification agreements and Bylaws also require the Company to\nadvance expenses incurred by its directors and officers and those\nemployees who have entered into indemnification agreements. No demands\nhave been made upon the Company to provide indemnification or\nadvancement under the indemnification agreements or the Bylaws, and\nthus, there are no indemnification or advancement claims that the\nCompany is aware of that could have a material adverse effect on the\nCompany' business, results of operations, financial condition, or cash\nflows.\\\n\\\nIn the ordinary course of business, the Company has included limited\nindemnification provisions in certain agreements with parties with whom\nthe Company has commercial relations, which provisions are of varying\nscope and terms with respect to indemnification of certain matters,\nwhich may include losses arising out of the Company' breach of such\nagreements or out of intellectual property infringement claims made by\nthird parties. It is not possible to determine the maximum potential\nloss under these indemnification provisions due to the limited history\nof prior indemnification claims and the unique facts and circumstances\ninvolved in each particular provision. To date, no significant costs\nhave been incurred, either individually or collectively, in connection\nwith the Company' indemnification provisions.\n\nNote 13.\u00a0ncome Taxes\n\nThe domestic and foreign components of income (loss) before income taxes\nwere as follows (in millions):\n\n ----------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Domestic \\$ (4,510)"}, {"title": "airbnb.txt", "text": "\\$ \\(390\\) \\$ 1,820\u00a0 \n Foreign \\(172\\) 90\u00a0 169\u00a0 \n Income (loss) before income taxes \\$ (4,682) \\$ \\(300\\) \\$ 1,989\u00a0 \n ----------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --\n\nThe components of the provision for (benefit from) income taxes were as\nfollows (in millions):\n\n ---------------------------------------------------------- ------------------------- -------- ------ ---- ------- -- ---- ----- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Current \n Federal\\$ \\(91\\) \\$ 5\u00a0 \\$ 19\u00a0 \n State \\(1\\) 2\u00a0 10\u00a0 \n Foreign 15\u00a0 34\u00a0 68\u00a0 \n Total current provision for (benefit from) income taxes \\(77\\) 41\u00a0 97\u00a0 \n Deferred \n Federal ---\u00a0 ---\u00a0 ---\u00a0 \n State ---\u00a0 ---\u00a0 ---\u00a0 \n Foreign \\(20\\) 11\u00a0 \\(1\\) \n Total deferred provision for (benefit from) income taxes \\(20\\) 11\u00a0 \\(1\\)Total provision for (benefit from) income taxes \\$ \\(97\\) \\$ 52\u00a0 \\$ 96\u00a0 \n ---------------------------------------------------------- ------------------------- -------- ------ ---- ------- -- ---- ----- -- -- --\n\n98\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nThe following is a reconciliation of the statutory federal income tax\nrate to the Company' effective tax rate:\n\n ------------------------------------------------------------------- ------------------------- ------ --------- ---- ------- ---- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Expected income tax expense at federal statutory rate 21.0\u00a0 \\% 21."}, {"title": "airbnb.txt", "text": "0\u00a0 \\% 21.0\u00a0 \\% \n State taxes, net of federal benefits ---\u00a0 (0.7) 0.4\u00a0 \n Foreign tax rate differential (0.5) (5.1) 1.0\u00a0 \n Stock-based compensation 7.1\u00a0 282.4\u00a0 (6.9) \n \n Deferred tax impacts of restructuring 6.5\u00a0 (9.7) ---\u00a0 \n Other statutorily non-deductible expenses (0.3) (1.1) 0.3\u00a0 \n Non-deductible warrant revaluations (3.9) (20.4) (0.1) \n Research and development credits 4.3\u00a0 51.0\u00a0 (4.7) \n Uncertain tax positions---rior year positions (0.1) (3.1) 0.1\u00a0 \n Uncertain tax positions---urrent year positions (0.2) (1.0) 0.8\u00a0 \n US tax on foreign income, net of allowable credits and deductions ---\u00a0 ---\u00a0 0.7\u00a0 \n Foreign-derived intangible income deduction ---\u00a0 ---\u00a0 (1.9) \n Other 0.3\u00a0 1.3\u00a0 0.1\u00a0 \n Change in valuation allowance (32.1) (331.9) (6.0) \n Effective tax rate 2.1\u00a0 \\% (17.3) \\% 4.8\u00a0 \\% \n ------------------------------------------------------------------- ------------------------- ------ --------- ---- ------- ---- -- -- -- -- --\n\nFor the year ended December\u00a01, 2020, the difference in"}, {"title": "airbnb.txt", "text": "the Company'\neffective tax rate and the U.S. federal statutory tax rate was primarily\ndue to the Company' tax impact of restructuring and the IPO, and the\nCompany' full valuation allowance on its U.S. deferred tax assets. The\nCoronavirus Aid, Relief, and Economic Security Act (\"ARES Act\" was\nenacted by the United States on March 27, 2020. The CARES Act contains\ncertain tax provisions, including provisions that retroactively and/or\ntemporarily suspend or relax in certain respects the application of\ncertain provisions in the Act, such as the limitations on the deduction\nof net operating losses and interest. For the year ended December\u00a01,\n2020, the Company recorded a benefit of \\$95.6\u00a0illion related to the\ncarryback of its 2020 net operating loss.\n\nFor the year ended December\u00a01, 2021, the difference in the Company'\neffective tax rate and the U.S. federal statutory tax rate was primarily\ndue to the jurisdictional mix of earnings, excess tax benefits related\nto stock-based compensation, and the Company' full valuation allowance\non its U.S. deferred tax assets.\n\nFor the year ended December\u00a01, 2022, the difference in the Company'\neffective tax rate and the U.S. federal statutory tax ratewas primarily\ndue to excess tax benefits related to stock-based compensation, research\nand development credits, and the Company' full valuation allowance on\nits U.S. deferred tax assets.\n\nThe components of deferred tax assets and liabilities consisted of the\nfollowing (in millions):\n\n -------------------------------------------- -------------- -------- --------- ---- -------- -- -- --\n \n December 31, \n 2021 2022 \n Deferred tax assets: \n Net operating loss carryforwards \\$ 1,988\u00a0 \\$ 1,539\u00a0 \n Tax credit carryforwards 568\u00a0 664\u00a0 \n Accruals and reserves 106\u00a0 123\u00a0 \n Non-income tax accruals 65\u00a0 68"}, {"title": "airbnb.txt", "text": "Stock-based compensation 157\u00a0 111\u00a0 \n Operating lease liabilities 87\u00a0 73\u00a0 \n Intangible assets 210\u00a0 188\u00a0 \n Capitalized research and development costs ---\u00a0 413\u00a0 \n Other 155\u00a0 37\u00a0 \n Gross deferred tax assets 3,336\u00a0 3,216\u00a0 \n Valuation allowance (3,264) (3,166) \n Total deferred tax assets 72\u00a0 50\u00a0 \n Deferred tax liabilities: \n Property and equipment basis differences \\(8\\) \\(9\\) \n Operating lease assets \\(49\\) \\(23\\) \n Other ---\u00a0 \\(2\\) \n Total deferred tax liabilities \\(57\\) \\(34\\) \n Total net deferred tax assets \\$ 15\u00a0 \\$ 16\u00a0 \n -------------------------------------------- -------------- -------- --------- ---- -------- -- -- --\n\n99\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nFor the year ended December\u00a01, 2021, the increase in the Company'\nvaluation allowance compared to the prior year was primarily due to the\n2021 net operating loss, an increase in tax credits generated, and\nbusiness interest expenses subject to limitation. For the year ended\nDecember\u00a01, 2022, the decrease in the Company' valuation allowance\ncompared to the prior year was primarily due to the utilization of net\noperating losses, business interest deductions subject to limitation in\nprior years, and stock-based compensation deductions, partially offset\nby capitalized research and development costs under Section 174.\n\nIn determining the need for a valuation allowance, the Company weighs\nboth positive and negative evidence in the various jurisdictions in"}, {"title": "airbnb.txt", "text": "which it operates to determine whether it is more likely than not that\nits deferred tax assets are recoverable. The Company regularly assesses\nall available evidence, including cumulative historic losses and\nforecasted earnings. Due to cumulative losses in the U.S. during the\nprior three years, including tax deductible stock compensation, and\nbased on all available positive and negative evidence, the Company does\nnot believe it is more likely than not that its U.S. deferred tax assets\nwill be realized as of December 31, 2022. Accordingly, a full valuation\nallowance has been established in the United States, and no deferred tax\nassets and related tax benefit have been recognized in the financial\nstatements. However, given the Company' current earnings and anticipated\nfuture earnings, the Company believes that there is a reasonable\npossibility that sufficient positive evidence may become available in a\nfuture period to allow the Company to reach a conclusion that the U.S.\nvaluation allowance will no longer be needed. Release of the valuation\nallowance would result in the recognition of material U.S. federal and\nstate deferred tax assets and a corresponding decrease to income tax\nexpense in the period the release is recorded. The exact timing and\namount of the valuation allowance release are subject to change on the\nbasis of the level of sustained U.S. profitability that the Company is\nable to actually achieve, as well as the amount of tax deductible stock\ncompensation dependent upon the Company' publicly traded share price,\nforeign currency movements, and macroeconomic conditions, among other\nfactors.\n\nThere is no valuation allowance in certain foreign jurisdictions in\nwhich it is more likely than not that deferred tax assets will be\nrealized.\n\nThe Company' policy with respect to its undistributed foreign\nsubsidiaries'earnings is to consider those earnings to be indefinitely\nreinvested. The Company has not provided for the tax effect, if any, of\nlimited outside basis differences of its foreign subsidiaries. The\ndetermination of the future tax consequences of the remittance of these\nearnings is not practicable.\n\nAs of December\u00a01, 2021 and 2022, the Company had net operating loss\ncarryforwards for federal income tax purposes of \\$8.8 billion and \\$6.8\nbillion, respectively. Certain of the Company' federal net operating\nloss carryforwards will expire, if not util"}, {"title": "airbnb.txt", "text": "ized, beginning in 2031. As\nof December\u00a01, 2021 and 2022, the Company had federal research and\ndevelopment tax credit carryforwards of \\$491.2 million and \\$578.5\nmillion, respectively. The research and development tax credits will\nexpire beginning in 2038 if not utilized.\n\nAs of December\u00a01, 2021 and 2022, the Company had net operating loss\ncarryforwards for state income tax purposes of \\$5.5 billion and \\$4.8\nbillion, respectively. Certain of the Company' state net operating loss\ncarryforwards will expire, if not utilized, beginning in 2025. As of\nDecember\u00a01, 2021 and 2022, the Company had state research and\ndevelopment carryforwards and enterprise zone tax credit carryforwards\nof \\$338.1 million and \\$402.1 million, respectively. The research and\ndevelopment tax credits do not expire, and the enterprise zone tax\ncredits will expire, if not utilized, beginning in 2023.\n\nThe Tax Reform Act of 1986 and similar California legislation impose\nsubstantial restrictions on the utilization of net operating losses and\ntax credit carryforwards in the event that there is a change in\nownership as provided by Section\u00a082 of the Internal Revenue Code and\nsimilar state provisions. Such a limitation could result in the\nexpiration of the net operating loss carryforwards and tax credits\nbefore utilization, which could result in increased future tax\nliabilities.\n\nA reconciliation of the beginning and ending amount of the Company'\ntotal gross unrecognized tax benefits was as follows (in millions):\n\n ------------------------------------------------------- ------------------------- ------ ------- ---- ------- -- ---- ------ -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Balance at beginning of year \\$ 337\u00a0 \\$ 508\u00a0 \\$ 597\u00a0 \n Gross increases related to prior year tax positions 2\u00a0 14\u00a0 7\u00a0 \n Gross decreases related to prior year tax positions \\(6\\)"}, {"title": "airbnb.txt", "text": "\\(2\\) \\(2\\) \n Gross increases related to current year tax positions 196\u00a0 85\u00a0 60\u00a0 \n Reductions due to settlements with taxing authorities \\(21\\) \\(1\\) \\(7\\) \n Reduction due to lapse in statute of limitations ---\u00a0 \\(7\\) \\(5\\) \n Balance at end of year \\$ 508\u00a0 \\$ 597\u00a0 \\$ 650\u00a0 \n ------------------------------------------------------- ------------------------- ------ ------- ---- ------- -- ---- ------ -- -- --\n\nThe Company is in various stages of examination in connection with its\nongoing tax audits globally, and it is difficult to determine when these\nexaminations will be settled. The Company believes that an adequate\nprovision has been recorded for any adjustments that may result from tax\naudits. However, the outcome of tax audits cannot be predicted with\ncertainty. If any issues addressed in the Company' tax audits are\nresolved in a manner not consistent with management' expectations, the\nCompany may be required to record an adjustment to the provision for\n(benefit from) income taxes in the period such resolution occurs.\nChanges in tax laws, regulations, administrative practices, principles,\nand interpretations may impact the Company' tax contingencies. The\ntiming of the resolution of income tax examinations is highly uncertain,\nand the amounts ultimately paid, if any, upon resolution of the issues\nraised by the taxing authorities may differ from the amounts accrued. It\nis reasonably possible that within the next twelve months the Company\nmay experience an increase or decrease in its unrecognized tax benefits\nas a result of additional assessments by various tax authorities,\npossibly reach resolution of income tax examinations in one or more\njurisdictions, or lapses of the statute of limitations. However, an\nestimate of the range of the reasonably possible change in the next\ntwelve months cannot be made.\n\n100\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nAs of December\u00a01, 2022, \\$209.6\u00a0illion of unrecognized tax benefits\nrepresents the amount that would, if recognized, impact the Company'\neffective income ta"}, {"title": "airbnb.txt", "text": "x rate.\n\nIn accordance with the Company' accounting policy, it recognizes accrued\ninterest and penalties related to unrecognized tax benefits in the\nprovision for (benefit from) income taxes. The Company' accrual for\ninterest and penalties was \\$58.7\u00a0illion and \\$65.8\u00a0illion as of\nDecember\u00a01, 2021 and 2022, respectively.\n\nThe Company' significant tax jurisdictions include the United States,\nCalifornia, and Ireland. The Company is currently under examination for\nincome taxes by the Internal Revenue Service (\"RS\" for the 2013, 2016,\n2017, and 2018 tax years. The primary issue under examination in the\n2013 audit is the valuation of the Company' international intellectual\nproperty which was sold to a subsidiary in 2013. In the year ended\nDecember 31, 2019, new information became available which required the\nCompany to remeasure its reserve for unrecognized tax benefits. The\nCompany recorded additional tax expense of \\$196.4\u00a0illion during the\nyear ended December 31, 2019. In December 2020, the Company received a\nNotice of Proposed Adjustment (\"OPA\" from the IRS which proposes an\nincrease to the Company' U.S. taxable income that could result in\nadditional income tax expense and cash liability of \\$1.3\u00a0illion, plus\npenalties and interest, which exceeds its current reserve recorded in\nits consolidated financial statements by more than \\$1.0\u00a0illion. The\nCompany disagrees with the proposed adjustment and intends to vigorously\ncontest it. In February 2021, the Company submitted a protest to the IRS\ndescribing its disagreement with the proposed agreement and requesting\nthe case be transferred to the IRS Independent Office of Appeals (\"RS\nAppeals\". In December 2021, the Company received a rebuttal from the IRS\nwith the same proposed adjustments that were in the NOPA. In January\n2022, the Company entered into an administrative dispute process with\nIRS Appeals. The Company will continue to pursue all available remedies\nto resolve this dispute, including petitioning the U.S. Tax Court (\"ax\nCourt\" for redetermination if an acceptable outcome cannot be reached\nwith IRS Appeals, and if necessary, appealing the Tax Court' decision to\nthe appropriate appellate court. The Company believes that adequate\namounts have been reserved for any adjustments that may ultimately\nresult from these examinations. If the IRS prevails in the assessment of\nadditional tax due based on its position"}, {"title": "airbnb.txt", "text": "and such tax and related\ninterest and penalties, if any, exceeds the Company' current reserves,\nsuch outcome could have a material adverse impact on the Company'\nfinancial position and results of operations, and any assessment of\nadditional tax could require a significant cash payment and have a\nmaterial adverse impact on the Company' cash flow.\n\nOn July 27, 2015, the United States Tax Court (the \"ax Court\" issued an\nopinion in Altera Corp. v. Commissioner (the \"ax Court Opinion\", which\nconcluded that related parties in a cost sharing arrangement are not\nrequired to share expenses related to stock-based compensation. The Tax\nCourt Opinion was appealed by the Commissioner to the Ninth Circuit\nCourt of Appeals (the \"inth Circuit\". On June 7, 2019, the Ninth Circuit\nissued an opinion (the \"inth Circuit Opinion\" that reversed the Tax\nCourt Opinion. On July 22, 2019, Altera Corp. filed a petition for a\nrehearing before the full Ninth Circuit. On November 12, 2019, the Ninth\nCircuit denied Altera Corp.' petition for rehearing its case. The\nCompany accordingly recognized tax expense of \\$26.6\u00a0illion related to\nchanges in uncertain tax positions during the year ended December 31,\n2019. The Company reversed this expense entirely during the year ended\nDecember 31, 2020 due to the carryback of its 2020 net operating loss as\nallowable under the CARES Act.\n\nThe Company' 2008 to 2022 tax years remain subject to examination in the\nUnited States and California due to tax attributes and statutes of\nlimitations, and its 2018 to 2022 tax years remain subject to\nexamination in Ireland. There are other ongoing audits in various other\njurisdictions that are not material to the Company' financial\nstatements. The Company remains subject to possible examination in\nvarious other jurisdictions that are not expected to result in material\ntax adjustments.\n\nOn August 16, 2022, the Inflation Reduction Act (the \"RA\" was signed\ninto law in the United States. Among other changes, the IRA introduced a\ncorporate minimum tax on certain corporations with average adjusted\nfinancial statement income over a three-tax year period in excess of \\$1\nbillion and an excise tax on certain stock repurchases by certain\ncovered corporations for taxable years beginning after December 31,\n2022. While the corporate minimum tax law change has no immediate effect\nand is not expected to have a material adverse ef"}, {"title": "airbnb.txt", "text": "fect on the Company'\nresults of operations going forward, the Company will continue to\nevaluate its impact as further information becomes available.\n\n101\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nNote 14. Net Income (Loss) per Share\n\nThe following table sets forth the computation of basic and diluted net\nloss per share attributable to common stockholders for the years\nindicated (in millions, except per share amounts):\n\n ------------------------------------------------------------------------------------------------------------------------- ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n Net income (loss) \\$ (4,585) \\$ \\(352\\) \\$ 1,893\u00a0 \n Add: convertible notes interest expense, net of tax ---\u00a0 ---\u00a0 4\u00a0 \n Net income (loss) - diluted \\$ (4,585) \\$ \\(352\\) \\$ 1,897\u00a0 \n Weighted-average shares in computing net income (loss) per share attributable to Class\u00a0 and Class\u00a0 common stockholders: \n Basic 284\u00a0 616\u00a0 637\u00a0 \n Effect of dilutive securities---\u00a0 ---\u00a0 43\u00a0 \n Diluted 284\u00a0 616\u00a0 680\u00a0 \n \n Net income (loss) per share attributable to Class A and Class B common stockholders: \n Basic \\$ (16.12) \\$ (0.57) \\$ 2.97\u00a0 \n Diluted \\$ (16.12) \\$ (0.57) \\$ 2.79\u00a0 \n -------------------------"}, {"title": "airbnb.txt", "text": "------------------------------------------------------------------------------------------------ ------------------------- --------- ------ ---- --------- -- ---- -------- -- -- --\n\nThe rights, including the liquidation and dividend rights, of the\nholders of Class\u00a0 and Class\u00a0 common stock are identical, except with\nrespect to voting and conversion. Each share of Class\u00a0 common stock is\nentitled to one vote per share and each share of Class\u00a0 common stock is\nentitled to 20 votes per share. Each share of Class\u00a0 common stock is\nconvertible into a share of Class\u00a0 common stock voluntarily at any time\nby the holder, and automatically upon certain events. The Class\u00a0 common\nstock has no conversion rights. As the liquidation and dividend rights\nare identical for Class\u00a0 and Class\u00a0 common stock, the undistributed\nearnings are allocated on a proportional basis and the resulting net\nloss per share attributable to common stockholders will, therefore, be\nthe same for both Class\u00a0 and Class\u00a0 common stock on an individual or\ncombined basis.\n\nThere were no preferred dividends declared or accumulated for the years\nended December\u00a01, 2020, 2021, and 2022. As of December\u00a01, 2020, 2021,\nand 2022, RSUs to besettled in 12.0 million, 9.6 million, and 9.6\nmillion, respectively, shares of Class A common stock were excluded from\nthe table below because they are subject to market conditions that were\nnot achieved as of such date. As of December\u00a01, 2020 and 2021, 0.5\nmillion shares of RSAs were excluded from the table below because they\nare subject to performance conditions that were not achieved as of such\ndate. As of December\u00a01, 2022, 0.3 million shares of RSAs were excluded\nfrom the table below because they are subject to performance conditions\nthat were not achieved as of such date. The 2026 Notes issued in March\n2021 are deemed to be anti-dilutive under the if-converted method for\nthe year ended December 31, 2021. Refer to Note 9, *Debt*, for further\ninformation on the 2026 Notes.\n\nAdditionally, the following securities were not included in the\ncomputation of diluted shares outstanding because the effect would be\nanti-dilutive (in millions):\n\n --------------- ------------------------- ------ ------ -- ------ -- -- -- -- -- --\n \n Year Ended December 31,"}, {"title": "airbnb.txt", "text": "2020 2021 2022 \n 2026 Notes(1) ---\u00a0 11\u00a0 ---\u00a0 \n Warrants 8\u00a0 8\u00a0 ---\u00a0 \n Escrow shares 1\u00a0 ---\u00a0 ---\u00a0 \n Stock options 41\u00a0 24\u00a0 1\u00a0 \n RSUs 36\u00a0 26\u00a0 9\u00a0 \n \n ESPP 1\u00a0 1\u00a0 ---\u00a0 \n \n Total 87\u00a0 70\u00a0 10\u00a0 \n --------------- ------------------------- ------ ------ -- ------ -- -- -- -- -- --\n\n(1)Holders of the 2026 Notes who convert their 2026 Notes in connection\nwith certain corporate events that constitute a make-whole fundamental\nchange are entitled to an increase in the conversion rate. The\n11.1\u00a0illion shares represents the maximum number of shares that could\nhave been issued upon conversion after considering the make-whole\nfundamental change adjustment on an unweighted basis.\n\nNote 15. Employee Benefit Plan\n\nThe Company maintains a 401(k) defined contribution benefit plan that\ncovers substantially all of its domestic employees. The plan allows U.S.\nemployees to make voluntary pre-tax contributions in certain investments\nat the discretion of the employee, up to maximum annual contribution\nsubject to Internal Revenue Code limitations. The Company matched a\nportion of employee contributions totaling \\$22.4\u00a0illion, \\$19.1\u00a0illion,\nand \\$23.4\u00a0illion for the years ended December\u00a01, 2020, 2021, and 2022,\nrespectively. Both employee contributions and the Company' matching\ncontributions are fully vested upon contribution.\n\n102\n\nAirbnb, Inc.\n\nNotes to Consolidated Financial Statements\n\n -- -- --\n \n \n -- -- --\n\nNote 16. Geographic Information\n\nThe following table sets forth the breakdown of revenue by geography,\ndetermined based on the location of the Host' listing (in millions):\n\n ------------------ ------------------------- -------- -------- ---- -------- -- ---- -------- -- -- --"}, {"title": "airbnb.txt", "text": "Year Ended December 31, \n 2020 2021 2022 \n United States \\$ 1,649\u00a0 \\$ 2,996\u00a0 \\$ 3,890\u00a0 \n International(1) 1,729\u00a0 2,996\u00a0 4,509\u00a0 \n Total revenue \\$ 3,378\u00a0 \\$ 5,992\u00a0 \\$ 8,399\u00a0 \n ------------------ ------------------------- -------- -------- ---- -------- -- ---- -------- -- -- --\n\n(1)No individual international country represented 10% or more of the\nCompany' total revenue for years ended December\u00a01, 2020, 2021, and 2022.\n\nThe following table sets forth the breakdown of long-lived assets based\non geography (in millions):\n\n ------------------------- -------------- ------ ----- ---- ------ -- -- --\n \n December 31, \n 20212022 \n United States \\$ 330\u00a0 \\$ 203\u00a0 \n Ireland 57\u00a0 36\u00a0 \n Other international 42\u00a0 20\u00a0 \n Total long-lived assets \\$ 429\u00a0 \\$ 259\u00a0 \n ------------------------- -------------- ------ ----- ---- ------ -- -- --\n\nTangible long-lived assets as of December\u00a01, 2021 and 2022 consisted of\nproperty and equipment and operating lease ROU assets. Long-lived assets\nattributed to the United States, Ireland, and other international\ngeographies are based upon the country in which the asset is located.\n\nNote 17. Restructuring\n\nDuring the year ended December 31, 2020, the Company experienced\nsignificant economic challenges associated with a severe decline in\nbookings, resulting primarily from COVID-19 and overall global travel\nrestrictions. To address these impacts, in May 2020, the Company'\nmanagement approved a restructuring plan to realign the Company'\nbusiness and strategic priorities based on the current market and\neconomic conditions as a result of COVID-19. This worldwide\nrestructuring plan incl"}, {"title": "airbnb.txt", "text": "uded a 25% reduction in the number of full-time\nemployees, or approximately 1,800 employees, as well as a reduction in\nthe contingent workforce and amendments to certain commercial\nagreements. These restructuring expenses are included in the Company'\nconsolidated statements of operations, and unpaid amounts are included\nin accrued expenses and other current liabilities on its consolidated\nbalance sheets. The cumulative restructuring charges as of December\u00a01,\n2022 was \\$353.3 million, for which the majority of these restructuring\nactions were completed in 2020. As of December\u00a01, 2022, the\nrestructuring liabilities were not material.\n\nFor the year ended December\u00a01, 2020, the Company incurred \\$151.4\nmillion in restructuring charges, of which \\$103.8 million was related\nto severance and other employee costs, \\$35.8 million was related to\nlease impairments, and \\$11.8 million was primarily related to contract\namendments and terminations. For the year ended December\u00a01, 2021, the\nCompany incurred \\$112.8 million in restructuring charges, including\n\\$75.3 million related to impairments of operating lease ROU assets and\n\\$37.2 million related to impairments of leasehold improvements.\n\nIn 2022, the Company shifted to a remote work model, allowing its\nemployees to work from anywhere in the country they currently work. The\nshift to a remote work model was in direct response to the change in how\nemployees work due to the impact of COVID-19. As a result, for the year\nended December\u00a01, 2022, the Company recorded restructuring charges of\n\\$89.1 million, which include \\$80.5 million relating to an impairment\nof both domestic and international operating lease ROU assets, and \\$8.4\nmillion of related leasehold improvements.\n\nNote 18. Related Party Transactions\n\nAn individual who served as an executive officer of the Company through\nMarch 1, 2020, also served as a director of a payment processing\nvendor.\u00a0he Company is party to a merchant agreement with the vendor\nwhereby the Company earns transaction fees and incentives for offering\nits services to its customers in certain markets and satisfying certain\nbase requirements pursuant to the agreement. The Company applies the\ntransaction fees and incentives received to partially offset the\nmerchant fees charged by the vendor. On March 1, 2020, this individual\nceased as an employee of the Company and was appointed to the Company'\nbo"}, {"title": "airbnb.txt", "text": "ard of directors.\n\nNet expense with this vendor was \\$210.9\u00a0illion for the year ended\nDecember 31, 2020, and was included in cost of revenue in the\nconsolidated statements of operations.\n\n103\n\nAirbnb, Inc.\n\nSchedule II---aluation and Qualifying Accounts\n\nThe tables below detail the activity of the customer receivable reserve,\ninsurance liability, and the valuation allowance on deferred tax assets\nfor the years ended December\u00a01, 2020, 2021, and 2022 (in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Balance\u00a0t
\nBeginning\u00a0f
\nYear

Charged\u00a0o
\nExpenses

Charges
\nUtilized/
\nWrite-Offs

Balance\u00a0t
\nEnd\u00a0f Year

Customer Receivable Reserve

Year Ended December 31, 2020

$

51\u00a0

$

108\u00a0

$

(68)

$

91\u00a0

Year Ended December 31, 2021

$

91\u00a0

$

27\u00a0

$

(87)

$

31\u00a0

Year Ended December 31, 2022

$

31\u00a0

$

49\u00a0

$

(41)

$

39\u00a0

Balance\u00a0t
\nBeginning\u00a0f
\nYear

Additions\u00a0or
\nCurrent\u00a0eriod

Changes\u00a0n
\nEstimates\u00a0or
\nPrior\u00a0eriods

Net\u00a0ayments

Balance\u00a0t
\nEnd\u00a0f Year

Insurance Liability

Year Ended December 31, 2020

$

73\u00a0

$

98\u00a0

\n

$

(21)

$

(99)

$

51\u00a0

Year Ended December 31, 2021

$

51\u00a0

$

85\u00a0

$

1\u00a0

$

(90)

$

47\u00a0

Year Ended December 31, 2022

$

47\u00a0

$

140\u00a0

$

(5)

$

(121)

$

61\u00a0

Balance\u00a0t
\nBeginning\u00a0f
\nYear

Charged
\n(Credited)\u00a0o
\nExpenses

Charg"}, {"title": "airbnb.txt", "text": "ed\u00a0o
\nOther
\nAccounts

Balance\u00a0t
\nEnd\u00a0f Year

Valuation Allowance on Deferred Tax Assets

Year Ended December 31, 2020

$

1,024\u00a0

$

1,029\u00a0

$

\u2014\u00a0

$

2,053\u00a0

Year Ended December 31, 2021

$

2,053\u00a0

$

1,211\u00a0

$

\u2014\u00a0

"}, {"title": "airbnb.txt", "text": "

$

3,264\u00a0

Year Ended December 31, 2022

$

3,264\u00a0

$

(98)

$

\u2014\u00a0

$

3,166\u00a0

\n\n104\n\nItem 9. Changes in and Disagreements with Accountants on Accounting and\nFinancial Disclosure\n\nNone.\n\nItem 9A. Controls and Procedures\n\nEvaluation of Disclosure Controls and Procedures\n\nOur management, with the participation of our principal executive\nofficer and principal financial officer, conducted an evaluation of the\neffectiveness of the design and operation of our disclosure controls and\nprocedures, as defined in Rules 13a-15(e) and 15d-15(e) under the\nExchange Act, as of the end of the period covered by this Annual Report\non Form 10-K. Based on that evaluation, our principal executive officer\nand principal financial officer have concluded that our disclosure\ncontrols and procedures were effective as of December\u00a01, 2022, the end\nof"}, {"title": "airbnb.txt", "text": "the period covered by this Annual Report on Form 10-K, to provide\nreasonable assurance that information required to be disclosed by us in\nreports that we file or submit under the Exchange Act is (i) recorded,\nprocessed, summarized and reported within the time periods specified in\nthe SEC rules and forms and (ii) accumulated and communicated to our\nmanagement, including our principal executive officer and principal\nfinancial officer, as appropriate to allow timely decisions regarding\nrequired disclosure.\n\nManagement' Report on Internal Control over Financial Reporting\n\nOur management is responsible for establishing and maintaining adequate\ninternal control over financial reporting (as defined in Rules 13a-15(f)\nand 15d-15(f) under the Exchange Act). Internal control over financial\nreporting is a process designed to provide reasonable assurance\nregarding the reliability of our financial reporting and the preparation\nof consolidated financial statements for external purposes in accordance\nwith generally accepted accounting principles.\n\nOur management, under the supervision of our principal executive officer\nand principal financial officer, conducted an evaluation of the\neffectivenessof our internal control over financial reporting as of\nDecember\u00a01, 2022 based on the framework in *Internal Control-Integrated\nFramework* (2013), issued by the Committee of Sponsoring Organizations\nof the Treadway Commission. Based on this evaluation, management,\nincluding our principal executive officer and principal financial\nofficer, concluded that our internal control over financial reporting\nwas effective as of December\u00a01, 2022.\n\nThe effectiveness of our internal control over financial reporting as of\nDecember\u00a01, 2022 has been audited by PricewaterhouseCoopers LLP, an\nindependent registered public accounting firm, as stated in their\nreport, which is included in Item 8 of this Annual Report on Form 10-K.\n\nChanges in Internal Control Over Financial Reporting\n\nThere were no changes in our internal control over financial reporting,\nas defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,\nduring the quarter ended December\u00a01, 2022 that materially affected, or\nare reasonably likely to materially affect, our internal control over\nfinancial reporting.\n\nLimitations on Controls\n\nOur disclosure controls and procedures and internal control over\nfinancial reporting are designed t"}, {"title": "airbnb.txt", "text": "o provide reasonable assurance of\nachieving their desired objectives. Management does not expect, however,\nthat our disclosure controls and procedures or our internal control over\nfinancial reporting will prevent or detect all error and fraud. Any\ncontrol system, no matter how well designed and operated, is based upon\ncertain assumptions and can provide only reasonable, not absolute,\nassurance that its objectives will be met. Further, no evaluation of\ncontrols can provide absolute assurance that misstatements due to error\nor fraud will not occur or that all control issues and instances of\nfraud, if any, within our company have been detected.\n\nItem 9B. Other Information\n\nNone.\n\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent\nInspections\n\nNot applicable.\n\n105\n\nPART III\n\nItem 10. Directors, Executive Officers and Corporate Governance\n\nThe information required by this Item is incorporated by reference to\nthe Company' 2023 Proxy Statement (the \"023 Proxy Statement\" to be filed\nwith the SEC within 120 days after December\u00a01, 2022 in connection with\nthe solicitation of proxies for the Company' 2023 annual meeting of\nstockholders.\n\nWe have adopted a Code of Ethics that applies to our officers, directors\nand employees, which is available on our website (investors.airbnb.com)\nunder \"overnance.\"The Code of Ethics is intended to qualify as a \"ode of\nethics\"within the meaning of Section 406 of the Sarbanes-Oxley Act of\n2002, as amended, and Item 406 of Regulation S-K. In addition, we intend\nto promptly disclose on our website (investors.airbnb.com) (1) the\nnature of any amendment to our Code of Ethics that applies to our\ndirectors or our principal executive officer, principal financial\nofficer, principal accounting officer or controller or persons\nperforming similar functions and (2) the nature of any waiver, including\nan implicit waiver, from a provision of our Code of Ethics that is\ngranted to a director or one of these specified officers, the name of\nsuch person who is granted the waiver and the date of the waiver.\n\nItem 11. Executive Compensation\n\nThe information required by this Item is incorporated by reference to\nthe 2023 Proxy Statement.\n\nItem 12. Security Ownership of Certain Beneficial Owners and Management\nand Related Stockholder Matters\n\nThe information required by this Item is incorporated by reference to\nthe 2023 Proxy Statement.\n\nItem 13. C"}, {"title": "airbnb.txt", "text": "ertain Relationships and Related Transactions, and Director\nIndependence\n\nThe information required by this Item is incorporated by reference to\nthe 2023 Proxy Statement.\n\nItem 14. Principal Accountant Fees and Services\n\nThe information required by this Item is incorporated by reference to\nthe 2023 Proxy Statement.\n\n106\n\nPART IV\n\nItem 15. Exhibit and Financial Statement Schedules\n\n\\(a\\) Documents filed as part of this Annual Report on Form 10-K:\n\n\\(1\\) Consolidated Financial Statements\n\nOur consolidated financial statements are listed in the \"ndex to\nConsolidated Financial Statements and Schedule\"under Part II, Item 8 of\nthis Annual Report on Form 10-K.\n\n\\(2\\) Financial Statement Schedules\n\nAll financial statement schedules have been omitted because they are not\napplicable, not material or the required information is shown in Part\nII, Item 8 of this Annual Report on Form 10-K.\n\n\\(3\\) Exhibits\n\nThe documents listed in the Exhibit Index of this Annual Report on Form\n10-K are incorporated by reference or are filed with this Annual Report\non Form 10-K, in each case as indicated herein (numbered in accordance\nwith Item 601 of Regulation S-K).\n\nItem 16. Form 10-K Summary\n\nNone.\n\nExhibit I"}, {"title": "airbnb.txt", "text": "ndex\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Incorporated by

\n

Reference

\n\n

Exhibit

\n

Number\u00a0

Exhibit\u00a0escription

Form

File Number

Date

Number

Filed

\n

Herewith"}, {"title": "airbnb.txt", "text": "

3.1

8-K

001-39778

12/14/2020

3.1

3.2

8-K

001-39778

12/14/2020

3.2

\n\n

4.1

10-K

001-39778

02/25/2022

4.1

4.2

S-1

333-250118

11/16/2020

4.2

4.3

S-8

333-251251

12/10/2020

4.6

4.4

S-1

333-250118

11/16/2020

4.3

4.5

"}, {"title": "airbnb.txt", "text": "

S-1/A

333-250118

12/01/2020

4.4

4.6

8-K

001-39778

03/08/2021

4.1

4.7

8-K

001-39778

03/08/2021

4.1

4.8

10-Q

001-39778

05/14/2021

4.3

4.9

10-Q

001-39778

05/14/2021

4.4

4.10

10-Q

001-39778

05/14/2021

4.5

4.11

\n

S-1/A

333-250118

12/01/2020

4.5

4.12

S-1/A

333-250118

12/01/2020

4.6

4.13

S-1/A

333-250118

12/01/2020

4.7

4.14

10-Q

001-39778

11/03/2022

4.1

4.15

10-Q

001-39778

11/03/2022

4.2

4.16

10-Q

001-39778

11/03/2022

4.3

10.1

S-1

333-250118

11/16/2020

10.1

10.2

S-1

333-250118

11/16/2020

10.2

\n\n107\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n\n\n

Incorporated by

\n

Reference

<"}, {"title": "airbnb.txt", "text": "/td>\n<"}, {"title": "airbnb.txt", "text": "/td>\n<"}, {"title": "airbnb.txt", "text": "/td>\n

Exhibit

\n

Number\u00a0

Exhibit\u00a0escription

Form

File Number

Date

Number

Filed

\n

Herewith

\n\n\n

10.3

10-Q

001-39778

11/03/2022

10.4

10.4

S-1

333-250118

11/16/2020

10.3

10.5

S-1

333-250118

11/16/2020

10.4

10.6

S-1

333-250118

11/16/2020

10.5

10.7

S"}, {"title": "airbnb.txt", "text": "-1

333-250118

11/16/2020

10.6

10.8

S-1

333-250118

11/16/2020

10.7

10.9

S-1

333-250118

11/16/2020

10.8

10.10

S-1

333-250118

11/16/2020

10.9

10.11

S-1

333-250118

11/16/2020

10.10

\n\n

10.12

10-K

001-39778

02/25/2022

10.11

<"}, {"title": "airbnb.txt", "text": "/td>\n<"}, {"title": "airbnb.txt", "text": "/td>\n<"}, {"title": "airbnb.txt", "text": "/td>\n

10.13

10-Q

001-39778

11/03/2022

10.3

10.14(a)#

S-1

333-250118

11/16/2020

10.11(a)

10.14(b)#

S-1/A

333-250118

12/01/2020

10.11(b)

10.14(c)#

S-1

333-250118

11/16/2020

10.11(c)

10.15(a)#

S-1/A

333-250118

12/01/2020

10.12(a)

10.15(b)#

S-1

333-250118

11/16/2020

10.12(b)

10.15(c)#

S-1

333-250118

11/16/2020

10.12(c)

10.16#

S-1

\n

333-250118

11/16/2020

10.13

10.17(a)#

S-1/A

333-250118

12/01/2020

10.14(a)

10.17(b)#

S-1

333-250118

11/16/2020

10.14(b)

10.17(c)#

S-1

333-250118

11/16/2020

10.14(c)

10.18#

S-1/A

333-250118

12/01/2020

10.15

10.19#

S-1

333-250118

11/16/2020

10.16

10.20#

S-1<"}, {"title": "airbnb.txt", "text": "/p>

333-250118

11/16/2020

10.18

10.21#

S-1

333-250118

11/16/2020

10.19

10.22#

S-1

333-250118

11/16/2020

10.20

10.23#

S-1/A

333-250118

12/01/2020

10.21

10.24#

S-1/A

333-250118

12/01/2020

10.24

10.25#

S-1

333-250118

11/16/2020

10.25

10.26

S-1/A

333-250118

12/01/2020

10.29

10.27

S-1/A

333-250118

12/07/2020

10.31

10.28

8-K

001-39778

03/08/2021

10.1

10.29

10-Q

001-39778

05/09/2022

10.1

10.30

10-Q

001-39778

11/03/2022

10.1

10.31

X

21.1

<"}, {"title": "airbnb.txt", "text": "/td>\n

X

23.1

X

\n\n108\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Incorporated by

\n

Reference

Exhibit

\n

Number\u00a0

Exhibit\u00a0escription

Form

File Number

Date

Number

Filed

\n

Herewith

"}, {"title": "airbnb.txt", "text": "

24.1

X

31.1

X

31.2

X

32.1*

X

101

The following financial statements from the Company\u2019 10-K,\nformatted as Inline XBRL: (i) Consolidated Balance Sheets, (ii)\nConsolidated Statements"}, {"title": "airbnb.txt", "text": "of Operations (iii), Consolidated Statements of\nComprehensive Income, (iv) Consolidated Statements of Redeemable\nConvertible Preferred Stock and Stockholders\u2019Equity (Deficit), (v)\nConsolidated Statements of Cash Flows, and (vi) Notes to consolidated\nfinancial statements

X

104

Cover page interactive data file (formatted as Inline XBRL and\ncontained in Exhibit 101)

X

\n\n\\# Indicates management contract or compensatory plan.\n\n\\* The certifications attached as Exhibit 32.1 that accompany this\nAnnual Report on Form 10-K are deemed furnished and not filed with the\nSecurities and Exchange Commission and are not to be incorporated by\nreference into any filing of Airbnb, Inc. under the Securities Act of\n1933, as amended, or the Securities Exchange Act of 1934, as amended,\nwhether made before or after the date of this Annual Report on Form\n10-K, irrespective of any general incorporation language contained in\nsu"}, {"title": "airbnb.txt", "text": "ch filing.\n\n109\n\nSignatures\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities\nExchange Act of 1934, as amended, the Registrant has duly caused this\nAnnual Report on Form 10-K to be signed on its behalf by the\nundersigned, thereunto duly authorized.\n\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n| | AIRBNB, INC. | | | | | | | |\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n| | By: | /s/ Brian Chesky | | | | | | |\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n| Date: February\u00a07, 2023 | | Brian Chesky | | | || | |\n| | | | | | | | | |\n| | | *Chief Executive Officer* | | | | | | |\n+------------------------+--------------+---------------------------+---+---+---+---+---+---+\n\nPower of Attorney\n\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature\nappears below constitutes and appoints Brian Chesky, David E.\nStephenson, and Rich Baer, and each one of them, as his or her true and\nlawful attorneys-in-fact and agents, with full power of substitution and\nresubstitution, for him or her and in their name, place and stead, in\nany and all capacities, to sign any amendments to this Annual Report on\nForm 10-K and to file the same, with exhibits thereto and other\ndocuments in connection therewith, with the Securities and Exchange\nCommission, hereby ratifying and confirming all that each of said\nattorneys-in-fact, or substitute or substitutes, may do or cause to be\ndone by virtue hereof.\n\nPursuant to the requirements of the Securities Exchange Act of 1934, as\namended, this report has been signed by the following persons on behalf\nof the registrant and in the cap"}, {"title": "airbnb.txt", "text": "acities and on the dates indicated.\n\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Name and | Title | Date | | | | | | |\n| Signature | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Brian | Chief | February 17, | | | | | | |\n| Chesky | Executive | 2023 | | | | | | |\n| | Officer and | | | | | | | |\n| | Director | | | | | | | |\n| | | | | | | | | |\n| | (Principal | | | | | | | |\n| | Executive | | | | | | | |\n| | Officer) | | |"}, {"title": "airbnb.txt", "text": "| | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Brian Chesky | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| \u00a0s/ David E. | Chief | February 17, | | | | | | |\n| Stephenson | Financial | 2023 | | | | | | |\n| | Officer | | | | | | | |\n| | | | | | | | | |\n| | (Principal | | | | | | | |\n| | Financial | | | | | | | |\n| | Officer) | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| David E. | | | | | | | | |\n| Stephenson | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+"}, {"title": "airbnb.txt", "text": "---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ David | Chief | February 17, | | | | | | |\n| Bernstein | Accounting | 2023 | | | | | | |\n| | Officer | | | | | | | |\n| | | | | | | | | |\n| | (Principal | | | | | | | |\n| | Accounting | | | | | | | |\n| | Officer) | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| David | | | | | | | | |\n| Bernstein | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Angela | Director | February 17, | | | | | | |\n| Ahrendts"}, {"title": "airbnb.txt", "text": "| | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Angela | | | | | | | | |\n| Ahrendts | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Amrita | Director | February 17, | | | | | | |\n| Ahuja | | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Amrita Ahuja | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Nathan | Director | February 17, | | | | | | |\n| Blecharczyk | | 2023 | | | | | | |\n+---------------+----------"}, {"title": "airbnb.txt", "text": "-----+---------------+---+---+---+---+---+---+\n| Nathan | | | | | | | | |\n| Blecharczyk | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Kenneth | Director | February 17, | | | | | | |\n| Chenault | | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Kenneth | | | | | | | | |\n| Chenault | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Joseph | Director | February 17, | | | | | | |\n| Gebbia | | 2023 | | | | | | |\n+---------------+---------------+----------"}, {"title": "airbnb.txt", "text": "-----+---+---+---+---+---+---+\n| Joseph Gebbia | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Belinda | Director | February 17, | | | | | | |\n| Johnson | | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Belinda | | | | | | | | |\n| Johnson | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Jeffrey | Director | February 17, | | | | | | |\n| Jordan | | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Jeffrey | | | | |"}, {"title": "airbnb.txt", "text": "| | | |\n| Jordan | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| /s/ Alfred | Director | February 17, | | | | | | |\n| Lin | | 2023 | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n| Alfred Lin | | | | | | | | |\n+---------------+---------------+---------------+---+---+---+---+---+---+\n\n110\n\nExhibit 10.31\n\n -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n \n -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\nREVOLVING CREDIT AGREEMENT\n\ndated as of October 31, 2022, among\n\nAIRBNB, INC.,\n\nas the Borrower,\n\nthe GUARANTORS Party Hereto the LENDERS Party Hereto\n\nMORGAN STANLEY SENIOR FUNDING, INC.,\n\nas the Administrative Agent and an Issuing Bank,\n\nMORGAN STANLEY SENIOR FUNDING, INC., BOFA SECURITIES, INC., and\n\nGOLDMAN"}, {"title": "airbnb.txt", "text": "SACHS LENDING PARTNERS LLC,\n\nas Joint Lead Arrangers and Joint Bookrunners\n\nMORGAN STANLEY SENIOR FUNDING, INC., BANK OF AMERICA, N.A.,\n\nGOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC,\n\nCITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and\n\nMIZUHO BANK, LTD.,\n\nas Syndication Agents\n\nBANK OF THE WEST, HSBC BANK USA, N.A.,\n\nROYAL BANK OF CANADA, SANTANDER BANK, N.A., and STANDARD CHARTERED BANK,\n\nas Documentation Agents\n\n -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n \n -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\nTABLE OF CONTENTS\n\n[Page]{.underline}\n\n ----- -- --\n \n -i- \n ----- -- --\n\n[Page]{.underline}\n\n ------ -- --\n \n -iv- \n ------ -- --\n\n[Page]{.underline}\n\n ------- -- --\n \n -iii- \n ------- -- --\n\n[Page]{.underline}\n\n[SCHEDULES]{.underline}:\n\nSchedule 1.01(a) ---Disqualified Institutions Schedule 1.01(b)\n---Immaterial Subsidiaries Schedule 1.13 ---Sustainability Provisions\nSchedule 2.01 ---Commitments\n\nSchedule 2.20 ---Existing Letters of Credit Schedule 3.06 ---Litigation\n\nSchedule 3.16\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0abor Matters Schedule 3.17\u00a0\u00a0\u00a0\u00a0---"}, {"title": "airbnb.txt", "text": "ubsidiaries\nSchedule 6.01\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0xisting Indebtedness Schedule\n6.02\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0xisting Liens\n\nSchedule 6.03\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0ertain Sale/Leaseback Transactions Schedule\n6.05\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0estrictive Agreements\n\nSchedule 9.01\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0dministrative Agent' Office; Certain Addresses\nfor Notices [EXHIBITS]{.underline}:\n\nExhibit A\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Assignment and Assumption Exhibit\nB\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Borrowing Request\n\nExhibit C\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Compliance Certificate Exhibit\nD\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Interest Election Request Exhibit E\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of\nSolvency Certificate\n\nExhibit F\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Additional Guarantor Supplement Exhibit\nG\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Notice of Loan Prepayment Exhibit H\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of\nU.S. Tax Compliance Certificates Exhibit I\u00a0\u00a0\u00a0\u00a0---\u00a0\u00a0\u00a0\u00a0orm of Pricing\nCertificate\n\n ------ -- --\n \n -iv- \n ------ -- --\n\nREVOLVING CREDIT AGREEMENT dated as of October 31, 2022, among AIRBNB,\nINC., a Delaware corporation (the \"[Borrower]{.underline}\", the\nGUARANTORS party hereto, the LENDERS party hereto, and MORGAN STANLEY\nSENIOR FUNDING, INC., as the Administrative Agent.\n\nThe parties hereto agree as follows:\n\nARTICLE I\n\n[Definitions]{.underline}\n\nSECTION 1.01.\u00a0\u00a0\u00a0\u00a0[Defined Te"}, {"title": "airbnb.txt", "text": "rms]{.underline}. As used in this Agreement,\nthe following terms have the meanings specified below:\n\n\"[ABR]{.underline}\" when used in reference to any Loan or Borrowing,\nrefers to whether such Loan, or the Loans comprising such Borrowing, are\nbearing interest at a rate determined by reference to the Alternate Base\nRate.\n\n\"[Accepting Lenders]{.underline}\"has the meaning specified in Section\n2.18(a).\n\n\"[Acquired Debt]{.underline}\"means, with respect to any specified\nPerson:\n\n(1)Indebtedness of any other Person existing at the time such other\nPerson is merged with or into or became a Subsidiary of such specified\nPerson, including Indebtedness incurred in connection with, or in\ncontemplation of, or to provide all or any portion of the funds or\ncredit support utilized in connection with, such other Person merging\nwith or into, or becoming a Subsidiary of, such specified Person;\n[provided]{.underline}, [however]{.underline}, that any Indebtedness of\nsuch acquired Person that is redeemed, defeased, retired or otherwise\nrepaid at the time of or immediately upon consummation of the\ntransactions by which such Person merges with or into, consolidates,\namalgamates or otherwise combines with orbecomes a Subsidiary of such\nPerson shall not be considered to be Acquired Debt; and\n\n(2)Indebtedness secured by an existing Lien encumbering any asset\nacquired by such specified\n\nPerson.\n\n\"[Acquired EBITDA]{.underline}\"means, with respect to any Acquired\nEntity or Business for any period, the amount for such period of\nConsolidated EBITDA of such Acquired Entity or Business (determined as\nif references to the Borrower and the Subsidiaries in the definition of\nConsolidated EBITDA were references to such Acquired Entity or Business\nand its Subsidiaries), as applicable, all as determined on a\nconsolidated basis for such Acquired Entity or Business, as applicable.\n\n\"[Acquired Entity or Business]{.underline}\"has the meaning specified in\nthe definition of \"onsolidated EBITDA\"\n\n\"[Acquisition]{.underline}\"means any acquisition, or series of related\nacquisitions (including pursuant to any amalgamation, merger or\nconsolidation), of property that constitutes (a) assets comprising all\nor substantially all of a division, business or operating unit or\nproduct line of any Person or (b) all or substantially all of the Equity\nInterests in a Person.\n\n\"[Acquisition Indebtedness]{.underline}\"means an"}, {"title": "airbnb.txt", "text": "y Indebtedness of the\nBorrower or any Subsidiary that has been incurred for the purpose of\nfinancing, in whole or in part, an Acquisition and any related\ntransactions (including for the purpose of refinancing or replacing all\nor a portion of any related bridge facilities or any pre-existing\nIndebtedness of the Persons or assets to be acquired);\n[provided]{.underline} that either (x) the release of the\n\n ----- -- --\n \n -5- \n ----- -- --\n\nproceeds thereof to the Borrower and the Subsidiaries is contingent upon\nthe substantially simultaneous consummation of such Acquisition (and, if\nthe definitive agreement for such Acquisition is terminated prior to the\nconsummation of such Acquisition, or if such Acquisition is otherwise\nnot consummated by the date specified in the definitive documentation\nevidencing, governing the rights of the holders of or otherwise relating\nto such Indebtedness, then, in each case, such proceeds are, and\npursuant to the terms of such definitive documentation are required to\nbe, promptly applied to satisfy and discharge all obligations of the\nBorrower and the Subsidiaries in respect of such Indebtedness) or (y)\nsuch Indebtedness contains a \"pecial mandatory redemption\"provision (or\na similar provision) if such Acquisition is not consummated by the date\nspecified in the definitive documentation evidencing, governing the\nrights of the holders of or otherwise relating to such indebtedness\n(and, if the definitive agreement for such Acquisition is terminated\nprior to the consummation of such Acquisition or such Acquisition is\notherwise not consummated by the date so specified, such Indebtedness\nis, and pursuant to such \"pecial mandatory redemption\"(or similar)\nprovision is required to be, redeemed or otherwise satisfied and\ndischarged promptly after such termination or such specified date, as\nthe case may be).\n\n\"[Additional Guarantor Supplement]{.underline}\"has the meaning specified\nin Section 10.01.\n\n\"[Additional Lender]{.underline}\"has the meaning assigned to such term\nin [Section 2.21(a)]{.underline}.\n\n\"[Adjusted Daily Simple RFR]{.underline}\"means, (i) with respect to any\nBorrowing denominated in Sterling, an interest rate per annum equal to\n(a) the Daily Simple RFR for Sterling, *plus* (b)(1) to the extent the\nInterest Payment Date occurs every month, 0.0326% and (2) to the extent\nthe Interest Payment Date occurs every th"}, {"title": "airbnb.txt", "text": "ree months, 0.1193% and (ii)\nwith respect to any RFR Borrowing denominated in dollars, an interest\nrate per annum equal to (a) the Daily Simple RFR for dollars, *plus* (b)\n0.100%; *provided that* if the Adjusted Daily Simple RFR Rate as so\ndetermined would be less than the Floor, such rate shall be deemed to be\nequal to the Floor for the purposes of this Agreement.\n\n\"[Adjusted EURIBOR Rate]{.underline}\"means, with respect to any Term\nBenchmark Borrowing denominated in Euros for any Interest Period, an\ninterest rate per annum equal to (a) the EURIBOR Rate for such Interest\nPeriod multiplied by (b) the Statutory Reserve Rate; *provided that* if\nthe Adjusted EURIBOR Rate as so determined would be less than the Floor,\nsuch rate shall be deemed to be equal to the Floor for the purposes of\nthis Agreement.\n\n\"[Adjusted Term SOFR Rate]{.underline}\"means, with respect to any Term\nBenchmark Borrowing denominated in dollars for any Interest Period, an\ninterest rate per annum equal to (a) the Term SOFR Rate for such\nInterest Period, *plus* (b) 0.100%; *provided that* if the Adjusted Term\nSOFR Rate as so determined would be less than the Floor, such rate shall\nbe deemed to be equal to the Floor"}, {"title": "airbnb.txt", "text": "for the purposes of this Agreement.\n\n\"[Administrative Agent]{.underline}\"means Morgan Stanley, in its\ncapacity as the administrative agent under the Loan Documents, and its\nsuccessors in such capacity as provided in Article VIII.\n\n\"[Administrative Questionnaire]{.underline}\"means an Administrative\nQuestionnaire in a form supplied by the Administrative Agent.\n\n\"[Affected Financial Institution]{.underline}\"means (a) any EEA\nFinancial Institution or (b) any UK Financial Institution.\n\n\"[Affiliate]{.underline}\"means, with respect to a specified Person,\nanother Person that directly or indirectly Controls, is Controlled by or\nis under common Control with the Person specified.\n\n ----- -- --\n \n -6- \n ----- -- --\n\n\"[Aggregate Revolving Commitment]{.underline}\"means the sum of the\nRevolving Commitments of all the Lenders.\n\n\"[Aggregate Revolving Exposure]{.underline}\"means the sum of the\nRevolving Exposures of all the Lenders.\n\n\"[Agreement]{.underline}\"means this Revolving Credit Agreement.\n\n\"[Agreed Currencies]{.underline}\"means dollars and each Alternative\nCurrency.\n\n\"[Alternate Base Rate]{.underline}\"means, for any day, a rate per annum\nequal to the greatest of (a) the Prime Rate in effect on such day, (b)\nthe Federal Funds Effective Rate in effect on such day plus \u00bdof 1.00%\nper annum and (c) the Adjusted Term SOFR Rate for a one month Interest\nPeriod as published two U.S. Government Securities Business Days prior\nto such date (or if such day is not a Business Day, the immediately\npreceding Business Day) plus 1.0%. Any change in the Alternate Base Rate\ndue to a change in the Prime Rate, the Federal Funds Effective Rate or\nthe Adjusted Term SOFR Rate shall be effective from and including the\neffective date of such change in the Prime Rate, the Federal Funds\nEffective Rate or the Adjusted Term SOFR Rate, respectively. If the\nAlternate Base Rate is being used as an alternate rate of interest\npursuant to Section 2.11 hereof, then the Alternate Base Rate shall be\nthe greater of clauses (a) and (b) above and shall be determined without\nreference to clause (c) above.\n\n\"[Alternative Currency]{.underline}\"means Sterling, Euros, Singapore\nDollars, Yen and Australian Dollars.\n\n\"[Anti-Corruption Laws]{.underline}\"means the United States Foreign\nCorrupt Practices Act of 1977, as amended, 15 U.S.C. \u00a7\u00a778dd-1, et seq.,\nthe Bribery Act 2010 of the United Kingdom, an"}, {"title": "airbnb.txt", "text": "d all other laws, rules,\nand regulations of any jurisdiction applicable to the Borrower or any of\nits Affiliates from time to time concerning or relating to bribery,\ncorruption or money laundering.\n\n\"[Applicable Creditor]{.underline}\"has the meaning set forth in Section\n9.21.\n\n\"[Applicable Issuing Bank]{.underline}\"means, with respect to any Letter\nof Credit, the Issuing Bank that has issued or shall issue such Letter\nof Credit, and with respect to any LC Disbursement, the Issuing Bank\nthat has made such LC Disbursement.\n\n\"[Applicable Rate]{.underline}\"means, for any day, with respect to any\nLoan that is an ABR Loan, a CBR Loan, an RFR Loan or a Term Benchmark\nLoan or with respect to the Revolving Commitment Fees, the applicable\nrate per annum set forth below under the applicable caption \"BR Spread\"\n\"BR Spread\" \"erm Benchmark Spread\"or \"FR Spread\"or \"evolving Commitment\nFee Rate\" as the case may be, based upon the Senior Unsecured Ratings\nor, if applicable, the Leverage Ratio in effect on such date, as set\nforth below.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "airbnb.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "airbnb.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Senior Unsecured Ratings (S&P/Moody\u2019)

Leverage Ratio

ABR Spread or CBR Spread (per annum)

RFR Spread or Term Benchmark Spread

\n

(per annum)

Revolving Commitment Fee Rate (per annum)

Level 1

\n

BBB+/Baa1 or above

Level 1

\n

< 1.00x

0.000%

1.000%

0.100%

-7-

Senior Unsecured Ratings (S&P/Moody\u2019)

Leverage Ratio

ABR Spread or CBR Spread (per annum)

RFR Spread or Term Benchmark Spread

\n

(per annum)

Revolving Commitment Fee Rate (per annum)

Level 2 BBB/Baa2

Level 2

\n

> 1.00x and < 1.50x

0.125%

1.125%

0.125%

Level 3 BBB-/Baa3

Level 3

\n

> 1.50x and < 2.50x

0.250%

1.250%

0.150%

Level 4

\n

BB+/Ba1 or lower

Level 4

\n

> 2.50x

0.500%

1.500%

0.200%

\n\nFor purposes of the foregoing, (a) if any Rating Agency shall not have\nin effect a Senior Unsecured Rating (other than by reason of the\ncircumstances referred to in the last se"}, {"title": "airbnb.txt", "text": "ntence of this paragraph), then\n(i) if only one Rating Agency shall not have in effect a Senior\nUnsecured Rating, the Level then in effect shall be determined by\nreference to the remaining effective Senior Unsecured Rating and (ii) if\nno Rating Agency shall have in effect a Senior Unsecured Rating, then\nthe Applicable Rate shall be determined by reference to the Leverage\nRatio, (b) if the Senior Unsecured Ratings in effect or deemed to be in\neffect shall fall within different Levels, then the Level then in effect\nshall be based on the higher of the two Senior Unsecured Ratings unless\none of the two Senior Unsecured Ratings is two or more Levels lower than\nthe other, in which case the Level then in effect shall be determined by\nreference to the Level next below that of the higher of the two Senior\nUnsecured Ratings, and (c) if the Senior Unsecured Ratings established\nor deemed to have been established by either Rating Agency shall be\nchanged (other than as a result of a change in the rating system of such\nRating Agency), such change shall be effective as of the date on which\nit is first publicly announced by such Rating Agency, irrespective of\nwhen notice of such change shall have been furnished by the Borrower to\nthe Administrative Agent and the Lenders pursuant to this Agreement or\notherwise. Each change in the Applicable Rate for any change in Senior\nUnsecured Ratings shall apply during the period commencing on the\neffective date of such change and ending on the date immediately\npreceding the effective date of the next such change. Each change in the\nApplicable Rate for any change in the Leverage Ratio shall apply during\nthe period commencing on delivery of a Compliance Certificate reflecting\nsuch change in Leverage Ratio and ending on the date immediately\npreceding the effective date of the next such change in the Leverage\nRatio. If the rating system of (i) one of the Rating Agencies shall\nchange, or if one of the Rating Agencies shall cease to be in the\nbusiness of rating corporate debt obligations, the Borrower and the\nLenders shall negotiate in good faith to amend this definition to\nreflect such changed rating system or the unavailability of a Senior\nUnsecured Rating from such Rating Agency and, pending the effectiveness\nof any such amendment, the Applicable Rate shall be determined by\nreference to the Senior Unsecured Rating of the other Rating Agency"}, {"title": "airbnb.txt", "text": "or\n(ii) both Rating Agencies shall change, or if both Rating Agencies shall\ncease to be in the business of rating corporate debt obligations, the\nBorrower and the Lenders shall negotiate in good faith to amend this\ndefinition to reflect such changed rating system or the unavailability\nof a Senior Unsecured Rating from both Rating Agencies and, pending the\neffectiveness of any such amendment, the Applicable Rate shall be\ndetermined by reference to the Leverage Ratio. For the avoidance of\ndoubt, the Applicable Rate shall only be determined by reference to the\nLeverage Ratio under the circumstances set forth in clause (a)(ii) of\nthe first sentence of this paragraph or in clause (ii) of the preceding\nsentence.\n\n ----- -- --\n \n -8- \n ----- -- --\n\nIt is hereby understood and agreed that the Applicable Rate with respect\nto ABR Loans, RFR Loans, Term Benchmark Loans and the Revolving\nCommitment Fee Rate shall be adjusted from time to time based upon the\nSustainability Margin Adjustment and the Sustainability Fee Adjustment\n(to be calculated and applied as set forth in Section 1.13); provided\nthat in no event shall the Applicable Rate be less than 0.000%.\n\n\"[Approved Fund]{.underline}\"means any Person (other than a natural\nperson) that is engaged in making, purchasing, holding or investing in\ncommercial loans and similar extensions of credit in the ordinary course\nof its activities and that is administered or managed by (a) a Lender,\n(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an\nentity that administers or manages a Lender.\n\n\"[Arrangers]{.underline}\"means Morgan Stanley, BofA Securities, Inc. and\nGoldman Sachs Lending Partners LLC in their capacities as joint lead\narrangers and bookrunners for the Revolving Facility.\n\n\"[Assignment and Assumption]{.underline}\"means an assignment and\nassumption entered into by a Lender and an Eligible Assignee, with the\nconsent of any Person whose consent is required by Section 9.04, and\naccepted by the Administrative Agent, in the form of [Exhibit\nA]{.underline} or any other form approved by the Administrative Agent.\n\n\"[Assumption Agreement]{.underline}\"has the meaning set forth in Section\n6.04(a).\n\n\"[Attributable Debt]{.underline}\"means, with respect to any\nSale/Leaseback Transaction, the present value (discounted at the rate\nset forth or implicit in the terms of the lease included in such\nSale"}, {"title": "airbnb.txt", "text": "/Leaseback Transaction) of the total obligations of the lessee for\nrental payments (other than amounts required to be paid on account of\ntaxes, maintenance, repairs, insurance, assessments, utilities,\noperating and labor costs and other items that do not constitute\npayments for property rights) during the remaining term of the lease\nincluded in such Sale/Leaseback Transaction (including any period for\nwhich such lease has been extended). In the case of any lease that is\nterminable by the lessee upon payment of a penalty, the Attributable\nDebt shall be the lesser of the Attributable Debt determined assuming\ntermination on the first date such lease may be terminated (in which\ncase the Attributable Debt shall also include the amount of the penalty,\nbut no rent shall be considered as required to be paid under such lease\nsubsequent to the first date upon which it may be so terminated) or the\nAttributable Debt determined assuming no such termination.\n\n\"[Australian Dollars]{.underline}\"means lawful money of the Commonwealth\nof Australia.\n\n\"[Available Revolving Commitment]{.underline}\"means, at any time, the\naggregate Revolving Commitments then in effect *[minus]{.underline}* the\nsum of (a) the outstanding principal amount of Loans (but excluding\nSwingline Loans) of all Lenders at such time *[plus]{.underline}* (b)\nthe LC Exposure of all Lenders at such time.\n\n\"[Available Tenor]{.underline}\"means, as of any date of determination\nand with respect to the then-current Benchmark for any Agreed Currency,\nas applicable, (x) if such Benchmark is a term rate, any tenor for such\nBenchmark (or component thereof) that is or may be used for determining\nthe length of an interest period pursuant to this Agreement or (y)\notherwise, any payment period for interest calculated with reference to\nsuch Benchmark (or component thereof) that is or may be used for\ndetermining any frequency of making payments of interest calculated with\nrespect to such Benchmark pursuant to this Agreement as of such date and\nnot including, for the avoidance of doubt, any tenor for such Benchmark\nthat is then-removed from the definition of \"nterest Period\"pursuant to\nclause (e) of Section 2.11.\n\n\"[Bail-In Action]{.underline}\"means the exercise of any Write-Down and\nConversion Powers by the applicable Resolution Authority in respect of\nany liability of an Affected Financial Institution.\n\n ----- -- --"}, {"title": "airbnb.txt", "text": "-9- \n ----- -- --\n\n\"[Bail-In Legislation]{.underline}\"means (a) with respect to any EEA\nMember Country implementing Article 55 of Directive 2014/59/EU of the\nEuropean Parliament and of the Council of the European Union, the\nimplementing law, regulation rule or requirement for such EEA Member\nCountry from time to time that is described in the EU Bail-In\nLegislation Schedule and (b) with respect to the United Kingdom, Part I\nof the United Kingdom Banking Act 2009 (as amended from time to time)\nand any other law, regulation or rule applicable in the United Kingdom\nrelating to the resolution of unsound or failing banks, investment firms\nor other financial institutions or their affiliates (other than through\nliquidation, administration or other insolvency proceedings).\n\n\"[Bankruptcy Event]{.underline}\"means, with respect to any Person, that\nsuch Person has become the subject of a bankruptcy or insolvency\nproceeding, or has had a receiver, liquidator, conservator, trustee,\nadministrator, custodian, assignee for the benefit of creditors or\nsimilar Person charged with the reorganization or liquidation of its\nbusiness appointed for it, or, in the good faith determination of theAdministrative Agent, has taken any action in furtherance of, or\nindicating its consent to, approval of or acquiescence in, any such\nproceeding or appointment (unless, in the case of any such Person that\nis a Lender hereunder, the Borrower, the Administrative Agent, the\nIssuing Banks and the Swingline Lender shall be satisfied that such\nLender intends, and has all approvals required to enable it, to continue\nto perform its obligations as a Lender hereunder);\n[provided]{.underline} that a Bankruptcy Event shall not result solely\nby virtue of any ownership interest, or the acquisition of any ownership\ninterest, in such Person by a Governmental Authority;\n[provided]{.underline}, [however]{.underline}, that such ownership\ninterest does not result in or provide such Person with immunity from\nthe jurisdiction of courts within the United States of America or from\nthe enforcement of judgments or writs of attachment on its assets or\npermit such Person (or such Governmental Authority) to reject,\nrepudiate, disavow or disaffirm any agreements made by such Person.\n\n\"[BBSY Rate]{.underline}\"means the rate per annum equal to the Bank Bill\nSwap Reference Bid Rate, as published on the applicable"}, {"title": "airbnb.txt", "text": "Reuters screen\npage (or such other commercially available source providing such\nquotations as may be designated by the Administrative Agent from time to\ntime) two (2) Business Days prior to the commencement of an Interest\nPeriod with a term equivalent to such Interest Period; *provided that*\nif the BBSY Rate as so determined would be less than the Floor, such\nrate shall be deemed to be equal to the Floor for the purposes of this\nAgreement.\n\n\"[Benchmark]{.underline}\"means, initially, with respect to any (i) any\nTerm Benchmark Borrowing denominated in dollars, the Adjusted Term SOFR\nRate, (ii) with respect to any Term Benchmark Borrowing denominated in\nEuros, the Adjusted EURIBOR Rate, (iii) with respect to any Term\nBenchmark Borrowing denominated in Australian Dollars, the BBSY Rate,\n(iv) with respect to any Term Benchmark Borrowing denominated in Yen,\nthe TIBOR Rate, (v) with respect to any RFR Borrowing denominated in\nSterling, the applicable Adjusted Daily Simple RFR, (vi) with respect to\nany RFR Borrowing denominated in Singapore Dollars, the applicable Daily\nSimple RFR or (vii) with respect to any RFR Borrowing denominated in\ndollars, the Adjusted Daily Simple SOFR Rate (to theextent applicable\npursuant to Section 2.11); *provided* that if a Benchmark Transition\nEvent, and the related Benchmark Replacement Date have occurred with\nrespect to the applicable Relevant Rate or the then- current Benchmark\nfor such Agreed Currency, then \"enchmark\"means the applicable Benchmark\nReplacement to the extent that such Benchmark Replacement has replaced\nsuch prior benchmark rate pursuant to clause (b) of Section 2.11.\n\n\"[Benchmark Replacement]{.underline}\"means, for any Available Tenor, the\nfirst alternative set forth in the order below that can be determined by\nthe Administrative Agent for the applicable Benchmark Replacement Date:\n\n(1)in the case of any Loans denominated in dollars, the Adjusted Daily\nSimple RFR;\n\n ------ -- --\n \n -10- \n ------ -- --\n\n(2)in the case of any Loans denominated in Euros, the sum of (a) the\nDaily Simple ESTR and (b) the related Benchmark Replacement Adjustment;\n\n(3)the sum of (a) the alternate benchmark rate that has been selected by\nthe Administrative Agent and the Borrower as the replacement for the\nthen-current Benchmark for the applicable Corresponding Tenor giving due\nconsideration to (i) any selection or recomme"}, {"title": "airbnb.txt", "text": "ndation of a replacement\nbenchmark rate or the mechanism for determining such a rate by the\nRelevant Governmental Body or (ii) any evolving or then-prevailing\nmarket convention for determining a benchmark rate as a replacement for\nthe then-current Benchmark for syndicated credit facilities denominated\nin the applicable Agreed Currency at such time in the United States and\n(b) the related Benchmark Replacement Adjustment;\n\nIf the Benchmark Replacement as determined pursuant to clause (1), (2)\nor (3) above would be less than the Floor, the Benchmark Replacement\nwill be deemed to be the Floor for the purposes of this Agreement and\nthe other Loan Documents.\n\n\"[Benchmark Replacement Adjustment]{.underline}\"means, with respect to\nany replacement of the then- current Benchmark with an Unadjusted\nBenchmark Replacement, the spread adjustment, or method for calculating\nor determining such spread adjustment (which may be a positive or\nnegative value or zero) that has been selected by the Administrative\nAgent and the Borrower for the applicable Corresponding Tenor giving due\nconsideration to (i) any selection or recommendation of a spread\nadjustment, or method for calculating or determining such spread\nadjustment, for the replacement of such Benchmark with the applicable\nUnadjusted Benchmark Replacement by the Relevant Governmental Body on\nthe applicable Benchmark Replacement Date and/or (ii) any evolving or\nthen-prevailing market convention for determining a spread adjustment,\nor method for calculating or determining such spread adjustment, for the\nreplacement of such Benchmark with the applicable Unadjusted Benchmark\nReplacement for syndicated credit facilities denominated in the\napplicable Agreed Currency at such time.\n\n\"[Benchmark Replacement Conforming Changes]{.underline}\"means, with\nrespect to any Benchmark Replacement and/or any Term Benchmark Loan, any\ntechnical, administrative or operational changes (including changes to\nthe definition of \"lternate Base Rate,\"the definition of \"usiness\nDay,\"the definition of \".S. Government Securities Business Day,\"the\ndefinition of \"FR Business Day,\"the definition of \"nterest\nPeriod,\"timing and frequency of determining rates and making payments of\ninterest, timing of borrowing requests or prepayment, conversion or\ncontinuation notices, length of lookback periods, the applicability of\nbreakage provisions, and other technical,"}, {"title": "airbnb.txt", "text": "administrative or operational\nmatters) that the Administrative Agent (in consultation with the\nBorrower) decides may be appropriate to reflect the adoption and\nimplementation of such Benchmark and to permit the administration\nthereof by the Administrative Agent in a manner substantially consistent\nwith market practice (or, if the Administrative Agent decides that\nadoption of any portion of such market practice is not administratively\nfeasible or if the Administrative Agent determines that no market\npractice for the administration of such Benchmark exists, in such other\nmanner of administration as the Administrative Agent decides (in\nconsultation with the Borrower) is reasonably necessary in connection\nwith the administration of this Agreement and the other Loan Documents).\n\n\"[Benchmark Replacement Date]{.underline}\"means, with respect to any\nBenchmark, the earliest to occur of the following events with respect to\nsuch then-current Benchmark:\n\n(1)in the case of clause (1) or (2) of the definition of \"enchmark\nTransition Event\" the later of (a) the date of the public statement or\npublication of information referenced therein and (b) the date on which\nthe administrator of such Benchmark (or the published component used in\nthe calculation thereof) permanently or indefinitely ceases to provide\nall Available Tenors of such Benchmark (or such component thereof); or\n\n ------ -- --\n \n -11- \n ------ -- --\n\n1.in the case of clause (3) of the definition of \"enchmark Transition\nEvent\" the first date on which all Available Tenors of such Benchmark\n(or the published component used in the calculation thereof) have been\ndetermined and announced by the regulatory supervisor for the\nadministrator of such Benchmark (or such component thereof) to be no\nlonger representative; provided, that such non-representativeness will\nbe determined by reference to the most recent statement or publication\nreferenced in such clause (c) and even if any Available Tenor of such\nBenchmark (or such component thereof) continues to be provided on such\ndate.\n\nFor the avoidance of doubt, the \"enchmark Replacement Date\"will be\ndeemed to have occurred in the case of clause (1) or (2) with respect to\nany Benchmark upon the occurrence of the applicable event or events set\nforth therein with respect to all then-current Available Tenors of such\nBenchmark (or the published component used in"}, {"title": "airbnb.txt", "text": "the calculation thereof).\n\n\"[Benchmark Transition Event]{.underline}\"means, with respect to any\nBenchmark, the occurrence of one or more of the following events with\nrespect to such then-current Benchmark:\n\n(1)a public statement or publication of information by or on behalf of\nthe administrator of such Benchmark (or the published component used in\nthe calculation thereof) announcing that such administrator has ceased\nor will cease to provide all Available Tenors of such Benchmark (or such\ncomponent thereof), permanently or indefinitely, provided that, at the\ntime of such statement or publication, there is no successor\nadministrator that will continue to provide any Available Tenor of such\nBenchmark (or such component thereof);\n\n(2)a public statement or publication of information by the regulatory\nsupervisor for the administrator of such Benchmark (or the published\ncomponent used in the calculation thereof), the Federal Reserve Board,\nthe NYFRB, the CME Term SOFR Administrator, the central bank for the\nAgreed Currency applicable to such Benchmark, an insolvency official\nwith jurisdiction over the administrator for such Benchmark (or such\ncomponent), a resolution authority with jurisdiction over the\nadministrator for such Benchmark (or such component) or a court or an\nentity with similar insolvency or resolution authority over the\nadministrator for such Benchmark (or such component), in each case,\nwhich states that the administrator of such Benchmark (or such\ncomponent) has ceased or will cease to provide all Available Tenors of\nsuch Benchmark (or such component thereof) permanently or indefinitely;\n*provided* that, at the time of such statement or publication, there is\nno successor administrator that will continue to provide any Available\nTenor of such Benchmark (or such component thereof); or\n\n(3)a public statement or publication of information by the regulatory\nsupervisor for the administrator of such Benchmark (or the published\ncomponent used in the calculation thereof) announcing that all Available\nTenors of such Benchmark (or such component thereof) are no longer, or\nas of a specified future date will no longer be, representative.\n\nFor the avoidance of doubt, a \"enchmark Transition Event\"will be deemed\nto have occurred with respect to any Benchmark if a public statement or\npublication of information set forth above has occurred with respect to\neach then"}, {"title": "airbnb.txt", "text": "-current Available Tenor of such Benchmark (or the published\ncomponent used in the calculation thereof).\n\n\"[Benchmark Unavailability Period]{.underline}\"means, with respect to\nany Benchmark, the period (if any) (x) beginning at the time that a\nBenchmark Replacement Date pursuant to clauses (1) or (2) of that\ndefinition has occurred if, at such time, no Benchmark Replacement has\nreplaced such then-current Benchmark for all purposes hereunder and\nunder any Loan Document in accordance with Section 2.11 and (y) ending\nat\n\n ------ -- --\n \n -12- \n ------ -- --\n\nthe time that a Benchmark Replacement has replaced such then-current\nBenchmark for all purposes hereunder and under any Loan Document in\naccordance with Section 2.11.\n\n\"[Beneficial Ownership Certification]{.underline}\"means a certification\nregarding beneficial ownership as required by the Beneficial Ownership\nRegulation.\n\n\"[Beneficial Ownership Regulation]{.underline}\"means 31 C.F.R.\n\u00a71010.230.\n\n\"[Benefit Plan]{.underline}\"means any of (a) an \"mployee benefit\nplan\"(as defined in ERISA) that is subject to Title I of ERISA, (b) a\n\"lan\"as defined in and subject to Section 4975 of the Code or (c) any\nPerson whose assets include (for purposes of ERISA Section 3(42) or\notherwise for purposes of Title I of ERISA or Section 4975 of the Code)\nthe assets of any such \"mployee benefit plan\"or \"lan\"\n\n\"[Board of Governors]{.underline}\"means the Board of Governors of the\nFederal Reserve System of the United States of America.\n\n\"[Borrower]{.underline}\"has the meaning assigned to such term in the\npreamble.\n\n\"[Borrowing]{.underline}\"means (a) Loans of the same Type made,\nconverted or continued on the same date and, in the case of Term\nBenchmark Loans, as to which a single Interest Period is in effect and\n(b) a Swingline Loan.\n\n\"[Borrowing Request]{.underline}\"means a request by the Borrower for a\nBorrowing in accordance with Section 2.03, which shall be, in the case\nof any such written request, in the form of [Exhibit B]{.underline} or\nany other form approved by the Administrative Agent.\n\n\"[Business Day]{.underline}\"means, as applicable, (a) any day that is\nnot a Saturday, Sunday or other day on which commercial banks in New\nYork City are authorized or required by law to remain closed, (b) in\nrelation to Loans denominated in Euros, any day which is a TARGET Day,\n(c) in relation to any Loans denominated in"}, {"title": "airbnb.txt", "text": "Sterling, a day other than a\nday banks are closed for general business in London because such day is\na Saturday, Sunday or a legal holiday under the laws of the United\nKingdom, (d) in relation to Loans denominated in Yen, a day other than\nwhen banks are closed for general business in Japan and (e) in relation\nto any Loan denominated in any other Alternative Currency, any such day\non which banks are open for foreign exchange business in the principal\nfinancial center of the country of such currency.\n\n\"[Canadian dollars]{.underline}\"or \"[C\\$]{.underline}\"means dollars in\nlawful currency of Canada.\n\n\"[Capital Lease Obligations]{.underline}\"of any Person means the\nobligations of such Person to pay rent or other amounts under any lease\nof (or other arrangement conveying the right to use) real or personal\nproperty, or a combination thereof, which obligations are required to be\nclassified and accounted for as capital leases on a balance sheet of\nsuch Person under GAAP; and the amount of such obligations shall be the\ncapitalized amount thereof determined in accordance with GAAP. For\npurposes of Section 6.02, a Capital Lease Obligation shall be deemed to\nbe secured by a Lien on the propertybeing leased and such property\nshall be deemed to be owned by the lessee.\n\n\"[Cash Equivalents]{.underline}\"means:\n\n(a)dollars, Canadian Dollars, Euros, Sterling, Australian Dollars, Yen\nand Singapore\n\nDollars;\n\n ------ -- --\n \n -13- \n ------ -- --\n\na.in the case of the Borrower or a Subsidiary, such local currencies\nheld by them from time to time in the ordinary course of business;\n\nb.securities issued or directly and fully and unconditionally guaranteed\nor insured by the U.S. government or any agency or instrumentality\nthereof the securities of which are unconditionally guaranteed as a full\nfaith and credit obligation of such government with maturities of 24\nmonths or less from the date of acquisition;\n\nc.certificates of deposit, time deposits and eurodollar time deposits\nwith maturities of one year or less from the date of acquisition,\nbankers'acceptances with maturities not exceeding one year and overnight\nbank deposits, in each case with any commercial bank having capital and\nsurplus of not less than \\$250,000,000 in the case of U.S. banks and\n\\$100,000,000 (or the U.S. dollar equivalent as of the date of\ndetermination) in the case of non-U.S. banks;\n\nd.repu"}, {"title": "airbnb.txt", "text": "rchase obligations for underlying securities of the types\ndescribed in [clauses (c)]{.underline} and [(d)]{.underline} entered\ninto with any financial institution meeting the qualifications specified\nin [clause (d)]{.underline} above;\n\n(f)commercial paper rated at least P-2 by Moody' or at least A-2 by S&P\nand in each case maturing within 24 months after the date of creation\nthereof;\n\n(g)marketable short-term money market and similar securities having a\nrating of at least P-1 or A-1 from either Moody' or S&P, respectively\n(or, if at any time neither Moody' nor S&P shall be rating such\nobligations, an equivalent rating from another Rating Agency) and in\neach case maturing within 24 months after the date of creation thereof;\n\n(h)investment funds investing 95% of their assets in securities of the\ntypes described in [clauses (a)]{.underline} through [(g)]{.underline}\nabove;\n\n(i)readily marketable direct obligations issued by any state,\ncommonwealth or territory of the United States or any political\nsubdivision or taxing authority thereof having an Investment Grade\nRating from either Moody' or S&P with maturities of 24 months or less\nfrom the date of acquisition;\n\n(j)\\[Reserved\\];\n\n(k)Investments with average maturities of 12 months or less from the\ndate of acquisition in money market funds rated AAA (or the equivalent\nthereof) or better by S&P or Aaa (or the equivalent thereof) or better\nby Moody';\n\n(l)shares of investment companies that are registered under the\nInvestment Company Act of 1940 and substantially all the investments of\nwhich are one or more of the types of securities described in [clauses\n(a)]{.underline} through [(k)]{.underline} above; and\n\n(m)in the case of any Foreign Subsidiary, investments of comparable\ntenure and credit quality to those described in the foregoing [clauses\n(a)]{.underline} through [(l)]{.underline} or other high quality short\nterm investments, in each case, customarily utilized in countries in\nwhich such Foreign Subsidiary operates for short term cash management\npurposes.\n\nNotwithstanding the foregoing, Cash Equivalents shall include amounts\ndenominated in currencies other than those set forth in [clauses\n(a)]{.underline} and [(b)]{.underline} above, [provided]{.underline}\nthat such amounts are\n\n ------ -- --\n \n -14- \n ------ -- --\n\nconverted into any currency listed in [clause (a)]{.underline} and\n[(b)]{.u"}, {"title": "airbnb.txt", "text": "nderline} as promptly as practicable and in any event within ten\nBusiness Days following the receipt of such amounts.\n\n\"[Cash Management Obligations]{.underline}\"means Obligations under any\nfacilities or services related to cash management, including treasury,\ndepository, overdraft, credit or debit card, automated clearing house\nfund transfer services, purchase card, electronic funds transfer\n(including non-card e-\n\npayables services) and other cash management arrangements and commercial\ncredit card and merchant card services.\n\n\"[Cash Pooling Arrangements]{.underline}\"means a deposit account\narrangement among a single depository institution, the Borrower and one\nor more Foreign Subsidiaries involving the pooling of cash deposits in\nand overdrafts in respect of one or more deposit accounts (each located\noutside of the United States and any States and territories thereof)\nwith such institution by the Borrower and such Foreign Subsidiaries for\ncash management purposes.\n\n\"[CFC]{.underline}\"means a Foreign Subsidiary of the Borrower that is a\n\"ontrolled foreign corporation\"within the meaning of Section 957 of the\nCode.\n\n\"[CBR Loan]{.underline}\"means a Loan that bears interest at a ratedetermined by reference to the Central Bank Rate.\n\n\"[CBR Spread]{.underline}\"means the Applicable Rate, applicable to such\nLoan that is replaced by a CBR\n\nLoan.\n\n\"[Central Bank Rate]{.underline}\"means, (A) the greater of (i) for any\nLoan denominated in (a) Sterling, the Bank of England (or any successor\nthereto)' \"ank Rate\"as published by the Bank of England (or any\nsuccessor thereto) from time to time, (b) Euro, one of the following\nthree rates as may be selected by the Administrative Agent in its\nreasonable discretion: (1) the fixed rate for the main refinancing\noperations of the European Central Bank (or any successor thereto), or,\nif that rate is not published, the minimum bid rate for the main\nrefinancing operations of the European Central Bank (or any successor\nthereto), each as published by the European Central Bank (or any\nsuccessor thereto) from time to time, (2) the rate for the marginal\nlending facility of the European Central Bank (or any successor\nthereto), as published by the European Central Bank (or any successor\nthereto) from time to time or (3) the rate for the deposit facility of\nthe central banking system of the Participating Member States, as\npublished by the E"}, {"title": "airbnb.txt", "text": "uropean Central Bank (or any successor thereto) from\ntime to time, (c) Yen, the \"hort-term prime rate\"as publicly announced\nby the Bank of Japan (or any successor thereto) from time to time and\n(d) any other Alternative Currency, a central bank rate as determined by\nthe Administrative Agent in its reasonable discretion and (ii) the\nFloor; plus (B) the applicable Central Bank Rate Adjustment.\n\n\"[Central Bank Rate Adjustment]{.underline}\"means, for any day, for any\nLoan denominated in (a) Euro, a rate equal to the difference (which may\nbe a positive or negative value or zero) of (i) the average of the\nAdjusted EURIBOR Rate for the five most recent Business Days preceding\nsuch day for which the EURIBOR Screen Rate was available (excluding,\nfrom such averaging, the highest and the lowest Adjusted EURIBOR Rate\napplicable during such period of five Business Days) minus (ii) the\nCentral Bank Rate in respect of Euro in effect on the last Business Day\nin such period, (b) Sterling, a rate equal to the difference (which may\nbe a positive or negative value or zero) of (i) the average of Adjusted\nDaily Simple RFR for Sterling Borrowings for the five most recent RFR\nBusiness Days preceding suchday for which SONIA was available\n(excluding, from such averaging, the highest and the lowest such\nAdjusted Daily Simple RFR applicable during such period of five RFR\nBusiness Days) minus (ii) the Central Bank Rate in respect of Sterling\nin effect on the last RFR Business Day in such period, (c) Yen, a rate\nequal to the difference (which may be a positive or negative value or\nzero) of (i) the average of the TIBOR Rate\n\n ------ -- --\n \n -15- \n ------ -- --\n\nfor the five most recent Business Days preceding such day for which\nTIBOR was available (excluding, from such averaging, the highest and the\nlowest such TIBOR Rate applicable during such period of five Business\nDays) minus (ii) the Central Bank Rate in respect of Yen in effect on\nthe last Business Day in such period and (d) any other Alternative\nCurrency, a Central Bank Rate Adjustment as determined by the\nAdministrative Agent in its reasonable discretion. For purposes of this\ndefinition, (x) the term Central Bank Rate shall be determined\ndisregarding clause (B) of the definition of such term and (y) each of\nthe EURIBOR Rate and the TIBOR Rate on any day shall be based on the\nEURIBOR Screen Rate and the TIBOR R"}, {"title": "airbnb.txt", "text": "ate on such day at approximately the\ntime referred to in the definition of such term for deposits in the\napplicable Agreed Currency for a maturity of one month.\n\nA \"[Change in Control]{.underline}\"shall be deemed to have occurred if\n(a) any Person or group of Persons (as such terms are used in Sections\n13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on\nthe date hereof, but excluding any employee benefit plan of the Borrower\nand its Subsidiaries, and any Person or entity acting in its capacity as\ntrustee, agent or other fiduciary or administrator of any such plan),\nshall have acquired beneficial ownership (within the meaning of Section\n13(d) or 14(d) of the Exchange Act and the applicable rules and\nregulations thereunder) of more than 35% of the outstanding Voting\nShares in the Borrower or (b) a \"hange in control\"(or similar event,\nhowever denominated), under and as defined in any indenture, credit\nagreement or other agreement or instrument evidencing, governing the\nrights of the holders of or otherwise relating to any Material\nIndebtedness of the Borrower or any Subsidiary, shall have occurred with\nrespect to the Borrower.\n\n\"[Change in Law]{.underline}\"means theoccurrence, after the date of\nthis Agreement, of any of the following:\n\n\\(a\\) the adoption or taking effect of any law, rule, regulation or\ntreaty, (b) any change in any law, rule, regulation or treaty or in the\nadministration, interpretation, implementation or application thereof by\nany Governmental Authority or (c) the making or issuance of any request,\nrule, guideline or directive (whether or not having the force of law) by\nany Governmental Authority; [provided]{.underline} that, notwithstanding\nanything herein to the contrary, (i) the Dodd-Frank Wall Street Reform\nand Consumer Protection Act and all requests, rules, guidelines or\ndirectives thereunder or issued in connection therewith or in the\nimplementation thereof and (ii) all requests, rules, guidelines or\ndirectives promulgated by the Bank for International Settlements, the\nBasel Committee on Banking Supervision (or any successor or similar\nauthority) or the United States or foreign regulatory authorities, in\neach case pursuant to Basel III, shall in each case be deemed to be a\n\"hange in Law\" regardless of the date enacted, adopted, promulgated or\nissued or implemented.\n\n\"[Charges]{.underline}\"has the meaning set forth in"}, {"title": "airbnb.txt", "text": "Section 9.13.\n\n\"[CME Term SOFR Administrator]{.underline}\"means CME Group Benchmark\nAdministration Limited as administrator of the forward-looking term\nSecured Overnight Financing Rate (SOFR) (or a successor administrator).\nThe market data is the property of Chicago Mercantile Exchange Inc. or\nits licensors as applicable. All rights reserved, or otherwise licensed\nby Chicago Mercantile Exchange Inc.\n\n\"[Code]{.underline}\"means the U.S. Internal Revenue Code of 1986, as\namended.\n\n\"[Communications]{.underline}\"means, collectively, any notice, demand,\ncommunication, information, document or other material provided by or on\nbehalf of the Borrower pursuant to any Loan Document or the transactions\ncontemplated therein that is distributed to the Administrative Agent or\nany Lender by means of electronic communications pursuant to Section\n9.01, including through the Platform.\n\n\"[Compliance Certificate]{.underline}\"means a Compliance Certificate\nsubstantially in the form of [Exhibit C]{.underline} or any other form\napproved by the Administrative Agent in its reasonable discretion.\n\n ------ -- --\n \n -16- \n ------ -- --\n\n\"[Consolidated EBITDA]{.underline}\"means, for any period, for the\nBorrower and its Subsidiaries on a consolidated basis, an amount equal\nto Consolidated Net Income for such period [plus]{.underline} the\nfollowing to the extent deducted in calculating such Consolidated Net\nIncome:\n\n(a)provision for income taxes,\n\n(b)interest expense and other income (expense),\n\n(c)depreciation and amortization expense (including amortization or\nimpairment of Intangible Assets for Acquisitions or Dispositions) for\nsuch period,\n\n(d)stock-based compensation expense,\n\n(e)restructuring charges,\n\n(f)payroll taxes on exercise of stock options or vesting of restricted\nstock units or other equity awards in such period,\n\n(g)impairment of goodwill or other assets in such period,\n\n(h)extraordinary charges or losses,\n\n(i)any GAAP transaction expenses related to Acquisitions or\nDispositions,\n\n(j)(x) unrealized net losses on obligations under any Swap Contract or\nother derivative instruments and from the revaluation of foreign\ncurrency denominated assets or liabilities, (y) bank and letter of\ncredit fees and other financing fees and (z) costs of equity or debt\nofferings, including surety bonds, in connection with financing\nactivities,\n\n(k)any other non-cash expenses,"}, {"title": "airbnb.txt", "text": "non-cash losses and non-cash charges,\nincluding any write-offs or write-downs reducing Consolidated Net Income\nfor such period ([provided]{.underline} that if any such non-cash\ncharges represent an accrual or reserve for potential cash items in any\nfuture period, (A) the Borrower may elect not to add back such non-cash\ncharge in the current period and (B) to the extent the Borrower elects\nto add back such non-cash charge, the cash payment in respect thereof in\nsuch future period shall be subtracted from Consolidated EBITDA to such\nextent), but excluding amortization of a prepaid cash item that was paid\nin a prior period,\n\n(l)\"un rate\"cost savings, operating expense reductions and synergies\nrelated to mergers and other business combinations, acquisitions,\ndivestitures, restructurings, cost savings initiatives and other similar\ninitiatives consummated after the Effective Date that are reasonably\nidentifiable and factually supportable and projected by the Borrower, in\ngood faith to result from actions that have been taken or with respect\nto which substantial steps have been taken or are expected to be taken\n(in the reasonable and good faith determination of the Borrower and as\ncertified to by the chief executive officer, chief financial officer,\ntreasurer, chief accounting officer or controller of the Borrower in a\ncertificate delivered to the Administrative Agent), within 24 months\nafter a merger or other business combination, acquisition, divestiture,\nrestructuring, cost savings initiative or other initiative is\nconsummated, net of the amount of actual benefits realized during such\nperiod from such actions, in each case calculated on a pro forma basis\nas though such cost savings, operating expense reductions and synergies\nhad been realized on the first day of such period for which Consolidated\nEBITDA is being determined and as if such cost savings, operating\nexpense reductions and synergies were realized during the\n\n ------ -- --\n \n -17- \n ------ -- --\n\nentirety of such period; provided that the aggregate amount added\npursuant to this [clause (l)]{.underline} together with any cost savings\nincluded pursuant to the definition of Pro Forma Adjustments for such\nperiod, collectively, shall not exceed 15.0% of Consolidated EBITDA for\nsuch period (calculated prior to giving effect to the addition of all\nsuch amounts),\n\n(m)any net loss for such p"}, {"title": "airbnb.txt", "text": "eriod from disposed, abandoned or discontinued\noperations,\n\n(n)net changes to the reserves for goods and services tax, value add\ntaxes, lodging taxes or similar taxes for which management believes it\nis probable that the Borrower may be held jointly liable with hosts for\ncollecting and remitting such taxes, and other similar taxes, and\n\n(o)any GAAP expenses incurred associated with an initial public\noffering, including related payroll taxes (regardless of whether or not\na registration statement is declared effective),\n\nand [minus]{.underline} the following to the extent included in\ncalculating such Consolidated Net Income: (w) extraordinary gains, (x)\ninterest income, (y) any reversals of non-cash exit and disposal costs\nduring such period and any non-cash gains increasing Consolidated Net\nIncome of the Borrower for such period, excluding any non-cash gains to\nthe extent they represent the reversal of an accrual or reserve for a\npotential cash item that reduced Consolidated EBITDA in any prior period\nand any non-cash gains with respect to cash actually received in a prior\nperiod so long as such cash did not increase Consolidated EBITDA in such\nprior period and (z) any net income for such period from disposed,\nabandoned or discontinued operations.\n\nThere shall be included in determining Consolidated EBITDA for any\nperiod, without duplication, (A) the Acquired EBITDA of any Person,\nproperty, business or asset acquired by the Borrower or any Subsidiary\nduring such period (but not the Acquired EBITDA of any related Person,\nproperty, business or assets to the extent not so acquired), to the\nextent not subsequently sold, transferred or otherwise disposed by the\nBorrower or such Subsidiary during such period (each such Person,\nproperty, business or asset acquired and not subsequently so disposed\nof, an \"[Acquired Entity or]{.underline} [Business]{.underline}\", based\non the actual Acquired EBITDA of such Acquired Entity or Business for\nsuch period (including the portion thereof occurring prior to such\nacquisition or conversion) and (B) for the purposes of calculating the\nLeverage Ratio, an adjustment in respect of each Acquired Entity or\nBusiness equal to the amount of the Pro Forma Adjustment with respect to\nsuch Acquired Entity or Business for such period (including the portion\nthereof occurring prior to such acquisition) as specified in a\ncertificate executed by"}, {"title": "airbnb.txt", "text": "the chief executive officer, chief financial\nofficer, treasurer, chief accounting officer or controller of the\nBorrower and delivered to the Lenders and the Administrative Agent.\nThere shall be excluded in determining Consolidated EBITDA for any\nperiod the Disposed EBITDA of any Person, property, business or asset\nsold, transferred or otherwise disposed of or, closed or classified as\ndiscontinued operations (but if such operations are classified as\ndiscontinued due to the fact that they are subject to an agreement to\ndispose of such operations, only when and to the extent such operations\nare actually disposed of) by the Borrower or any Subsidiary during such\nperiod (each such Person, property, business or asset so sold or\ndisposed of, a \"[Sold Entity or Business]{.underline}\", based on the\nactual Disposed EBITDA of such Sold Entity or Business for such period\n(including the portion thereof occurring prior to such sale, transfer or\ndisposition).\n\n\"[Consolidated Interest Expense]{.underline}\"means, with respect to any\nPerson for any period, without duplication, the sum of:\n\n(a)consolidated interest expense of such Person and its Subsidiaries for\nsuch period, to the extent such expense was deducted (and not added\nback) in computing Consolidated Net Income (including (i)\n\n ------ -- --\n \n -18- \n ------ -- --\n\namortization of original issue discount resulting from the issuance of\nIndebtedness at less than par, (ii) all commissions, discounts and other\nfees and charges owed with respect to letters of credit or bankers\nacceptances, (iii) non-cash interest expense (but excluding any non-cash\ninterest expense attributable to the movement in the mark to market\nvaluation of Hedging Obligations or other derivative instruments\npursuant to GAAP), (iv) the interest component of Capital Lease\nObligations, (v) net payments, if any, pursuant to interest rate Hedging\nObligations with respect to Indebtedness; (vi) net losses on Hedging\nObligations or other derivative instruments entered into for the purpose\nof hedging interest rate risk and\n\n\\(vii\\) costs of surety bonds in connection with financing activities\nand excluding (x) amortization of deferred financing fees, debt issuance\ncosts, commissions, fees and expenses, (y) any expensing of bridge,\ncommitment and other financing fees and (z) commissions, discounts,\nyield and other fees and charges (including"}, {"title": "airbnb.txt", "text": "any interest expense)\nrelated to any Receivables Facility); [plus]{.underline}\n\n(b)consolidated capitalized interest of such Person and its Subsidiaries\nfor such period, whether paid or accrued; [minus]{.underline}\n\n(c)interest income of such Person and its Subsidiaries for such period.\n\nFor purposes of this definition, interest on a Capital Lease Obligation\nshall be deemed to accrue at an interest rate reasonably determined by\nthe Borrower to be the rate of interest implicit in such Capital Lease\nObligation in accordance with GAAP.\n\n\"[Consolidated Net Income]{.underline}\"means, for any period, for the\nBorrower and its Subsidiaries on a consolidated basis, the net income of\nthe Borrower and its Subsidiaries (excluding extraordinary gains and\nextraordinary losses) for that period and computed in accordance with\nGAAP.\n\n\"[Consolidated Total Indebtedness]{.underline}\"means the aggregate\nprincipal amount of Indebtedness of the Borrower and its Subsidiaries\n(other than Subordinated Indebtedness and Indebtedness of the type\ndescribed in clause (iv) of the definition thereof).\n\n\"[Control]{.underline}\"means the possession, directly or indirectly, of\nthe power to direct or cause the direction of the management or\npolicies, or the dismissal or appointment of the management, of a\nPerson, whether through the ability to exercise voting power, by\ncontract or otherwise. \"[Controlling]{.underline}\"and\n\"[Controlled]{.underline}\"have meanings correlative thereto.\n\n\"[Corresponding Tenor]{.underline}\"with respect to any Available Tenor\nmeans, as applicable, either a tenor (including overnight) or an\ninterest payment period having approximately the same length\n(disregarding business day adjustment) as such Available Tenor.\n\n\"[Credit Party]{.underline}\"means the Administrative Agent and each\nLender.\n\n\"[Daily Simple ESTR]{.underline}\"means, for any day, ESTR, with the\nconventions for this rate (which may include a lookback) being\nestablished by the Administrative Agent in accordance with the\nconventions for this rate selected or recommended by the Relevant\nGovernmental Body for determining \"aily Simple ESTR\"for business loans;\nprovided that, if the Administrative Agent decides that any such\nconvention is not administratively feasible for the Administrative\nAgent, then the Administrative Agent may establish another convention in\nits reasonable discretion (in consultation with the Bo"}, {"title": "airbnb.txt", "text": "rrower); *provided\nthat* if Daily Simple ESTR as so determined would be less than the\nFloor, such rate shall be deemed to be equal to the Floor for the\npurposes of this Agreement.\n\n\"[Daily Simple RFR]{.underline}\"means, for any day (an \"[RFR Interest\nDay]{.underline}\", an interest rate per annum equal to, for any RFR Loan\ndenominated in (i) Sterling, SONIA for the day that is 5 RFR Business\nDays\n\n ------ -- --\n \n -19- \n ------ -- --\n\nprior to (A) if such RFR Interest Day is an RFR Business Day, such RFR\nInterest Day or (B) if such RFR Interest Day is not an RFR Business Day,\nthe RFR Business Day immediately preceding such RFR Interest Day, (ii)\nEuros, Daily Simple ESTR (to the extent applicable pursuant to Section\n2.11), (iii) dollars, Daily Simple SOFR (to the extent applicable\npursuant to Section 2.11) and (iv) Singapore Dollars, SORA for the day\nthat is 5 RFR Business Days prior to (A) if such RFR Interest Day is an\nRFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day\nis not an RFR Business Day, the RFR Business Day immediately preceding\nsuch RFR Interest Day.\n\n\"[Daily Simple SOFR]{.underline}\"means, for any day (a \"[SOFR Rate\nDay]{.underlin"}, {"title": "airbnb.txt", "text": "e}\", a rate per annum equal to SOFR for the day (such day\n\"[SOFR Determination Date]{.underline}\" that is five (5) RFR Business\nDays prior to (i) if such SOFR Rate Day is an RFR Business Day, such\nSOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Day,\nthe RFR Business Day immediately preceding such SOFR Rate Day, in each\ncase, as such SOFR is published by the SOFR Administrator on the SOFR\nAdministrator' Website. Any change in Daily Simple SOFR due to a change\nin SOFR shall be effective from and including the effective date of such\nchange in SOFR without notice to the Borrower.\n\n\"[Debtor Relief Laws]{.underline}\"means the Bankruptcy Code of the\nUnited States of America, and all other liquidation, conservatorship,\nbankruptcy, assignment for the benefit of creditors, moratorium,\nrearrangement, receivership, insolvency, reorganization, or similar\ndebtor relief Laws of the United States or other applicable\njurisdictions from time to time in effect.\n\n\"[Default]{.underline}\"means any event or condition that constitutes, or\nupon notice, lapse of time or both hereunder would constitute, an Event\nof Default.\n\n\"[Defaulting Lender]{.underline}\"means any Lender that (a) has failed,\nwithin two Business Days of the date required to be funded or paid, (i)\nto fund any portion of its Loans, (ii) fund any portion of its\nparticipations in Letters of Credit or Swingline Loans or (iii) to pay\nto any Credit Party any other amount required to be paid by it\nhereunder, unless, in the case of clause (i) above, such Lender notifies\nthe Administrative Agent in writing that such failure is the result of\nsuch Lender' good faith determination that a condition precedent to\nfunding (not otherwise waived in accordance with the terms hereof)\n(specifically identified in such writing, including, if applicable, by\nreference to a specific Default) has not been satisfied, (b) has\nnotified the Borrower or the Administrative Agent in writing, or has\nmade a public statement to the effect, that it does not intend or expect\nto comply with any of its funding obligations under this Agreement\n(unless such writing or public statement indicates that such position is\nbased on such Lender' good-faith determination that a condition\nprecedent (specifically identified in such writing, including, if\napplicable, by reference to a specific Default) to funding a Loan cannot\nbe satisfied) or generall"}, {"title": "airbnb.txt", "text": "y under other agreements in which it commits to\nextend credit, (c) has failed, within three Business Days after request\nby the Administrative Agent made in good faith, to provide a\ncertification in writing from an authorized officer of such Lender that\nit will comply with its obligations to fund prospective Loans and\nparticipations in then outstanding Letters of Credit and Swingline Loans\nunder this Agreement, [provided]{.underline} that such Lender shall\ncease to be a Defaulting Lender pursuant to this clause (c) upon the\nAdministrative Agent' receipt of such certification in form and\nsubstance satisfactory to it, or (d) has become, or is a subsidiary of a\nPerson that has become, the subject of a Bankruptcy Event or a Bail-In\nAction, or, in the good faith belief of any Issuing Bank or the\nSwingline Lender, has defaulted in fulfilling its obligations under one\nor more other agreements in which such Lender agrees to extend credit\nand, in either such case under this [clause (d)]{.underline}, any of an\nIssuing Bank or the Swingline Lender has deemed such Lender to be a\nDefaulting Lender, unless such Issuing Bank or the Swingline Lender, as\nthe case may be, shall have entered into arrangements with the Borrower\nor such Lender satisfactory to such Issuing Bank and/or the Swingline\nLender, as the case may be, to defease any risk in respect of such\nLender hereunder. Any determination by the Administrative Agent that a\nLender is a Defaulting Lender under any of the foregoing clauses, and\nthe effective date of such status, shall be conclusive and binding\n\n ------ -- --\n \n -20- \n ------ -- --\n\nabsent manifest error, and such Lender shall be deemed to be a\nDefaulting Lender (subject to Section 2.17) as of the date established\ntherefor by the Administrative Agent in a written notice of such\ndetermination, which shall be delivered by the Administrative Agent to\nthe Borrower and each other Lender promptly following such\ndetermination.\n\n\"[Disposed EBITDA]{.underline}\"means, with respect to any Sold Entity or\nBusiness for any period, the amount for such period of Consolidated\nEBITDA of such Sold Entity or Business (determined as if references to\nthe Borrower and the Subsidiaries in the definition of \"onsolidated\nEBITDA\"(and in the component definitions used therein) were references\nto such Sold Entity or Business and its Subsidiaries), all as determined\no"}, {"title": "airbnb.txt", "text": "n a consolidated basis for such Sold Entity or Business.\n\n\"[Disposition]{.underline}\"means any sale, transfer or other\ndisposition, or series of related sales, transfers, or dispositions\n(including pursuant to any merger, amalgamation or consolidation), of\nproperty that constitutes (a) assets comprising all or substantially all\nof a division, business or operating unit or product line of any Person\nor (b) all or substantially all of the Equity Interests in a Person.\n\n\"[Disqualified Institutions]{.underline}\"means (a) those institutions\nset forth on [Schedule 1.01(a)]{.underline} hereto, (b) any Person who\nis a competitor of the Borrower and its subsidiaries that are separately\nidentified in writing (including by email) by the Borrower to the\nAdministrative Agent from time to time and (c) any affiliate of any\nPerson described in clauses (a) and (b) above (other than bona fide debt\nfund affiliates that have not themselves been identified in accordance\nwith clause (a) above) that are either (1) identified in writing by you\nfrom time to time or (2) clearly identifiable as affiliates solely on\nthe basis of such affiliate' name. It is understood and agreed that (i)\nthe foregoing provisions shall not apply retroactively to any person if\nsuch Person shall have previously acquired an assignment or\nparticipation interest (or shall have previously entered into a trade\ntherefor) prior thereto, but shall disqualify such Person from taking\nany further assignment or participation thereafter, (ii) each written\nsupplement shall become effective two (2) Business Days after delivery\nthereof to the Administrative Agent and (iii) the Administrative Agent,\nupon prior request of any potential assignee or participant, may\nconfirm, on a confidential basis, if a specified Person is on the list.\n\n\"[Disqualified Stock]{.underline}\"means, with respect to any Person, any\nEquity Interest of such Person which, by its terms, or by the terms of\nany security into which it is convertible or for which it is puttable or\nexchangeable, or upon the happening of any event, matures or is\nmandatorily redeemable (other than solely for Equity Interest which is\nnot Disqualified Stock and cash in lieu of fractional shares) pursuant\nto a sinking fund obligation or otherwise, or is redeemable at the\noption of the holder thereof (in each case, other than solely as a\nresult of a change of control, asset sale"}, {"title": "airbnb.txt", "text": "or similar events), in whole\nor in part, in each case prior to the date that is 91 days after the\ndate set forth in the definition of Maturity Date;\n[provided]{.underline}, [however]{.underline}, that if such Equity\nInterest is issued to any plan for the benefit of employees, officers,\ndirectors, managers or consultants of any direct or indirect parent\nthereof, the Borrower or its Subsidiaries or by any such plan to such\nemployees, officers, directors, managers or consultants, such Equity\nInterest shall not constitute Disqualified Stock solely because it may\nbe required to be repurchased in order to satisfy applicable statutory\nor regulatory obligations or as a result of the termination, death or\ndisability of such officers, directors, managers or consultants.\n\n\"[Diverse Supplier Fee Adjustment Amount]{.underline}\"means, with\nrespect to any period between Sustainability Pricing Adjustment Dates,\n(a) positive 0.005%, if the Diverse Supplier Spend Percentage as set\nforth in the applicable KPI Metrics Certificate is less than the Diverse\nSupplier Spend Percentage Threshold, (b) 0.000%, if the Diverse Supplier\nSpend Percentage as set forth in the applicable KPI Metrics Certificate\nis more than or equal to the Diverse Supplier Spend Percentage Threshold\nbut less than the Diverse Supplier Spend Percentage Target, and (c)\nnegative 0.005%, if the Diverse Supplier\n\n ------ -- --\n \n -21- \n ------ -- --\n\nSpend Percentage as set forth in the applicable KPI Metrics Certificate\nis more than or equal to the Diverse Supplier Spend Percentage Target.\n\n\"[Diverse Supplier Margin Adjustment Amount]{.underline}\"means, with\nrespect to any period between Sustainability Pricing Adjustment Dates,\n(a) positive 0.025%, if the Diverse Supplier Spend Percentage as set\nforth in the applicable KPI Metrics Certificate is less than the Diverse\nSupplier Spend Percentage Threshold, (b) 0.000%, if the Diverse Supplier\nSpend Percentage as set forth in the applicable KPI Metrics Certificate\nis more than or equal to the Diverse Supplier Spend Percentage Threshold\nbut less than the Diverse Supplier Spend Percentage Target, and (c)\nnegative 0.025%, if the Diverse Supplier Spend Percentage as set forth\nin the applicable KPI Metrics Certificate is more than or equal to the\nDiverse Supplier Spend Percentage Target.\n\n\"[Diverse Supplier Spend Percentage]{.underline}\"means, with respec"}, {"title": "airbnb.txt", "text": "t to\nany fiscal year, the percentage of Borrower' addressable U.S. spend that\ngoes to Diverse Suppliers (as defined in [Schedule 1.13]{.underline}).\n\n\"[Diverse Supplier Spend Percentage Target]{.underline}\"means, with\nrespect to any fiscal year, the amount set forth in Schedule 1.13.\n\n\"[Diverse Supplier Spend Percentage Threshold]{.underline}\"means, with\nrespect to any fiscal year, the amount set forth in Schedule 1.13.\n\n\"[Documentation Agents]{.underline}\"means Bank of the West, HSBC Bank\nUSA, N.A., Royal Bank of Canada, Santander Bank, N.A. and Standard\nChartered Bank, each in their capacities as documentation agents for the\nRevolving Facility.\n\n\"[Dollar Equivalent]{.underline}\"means, for any amount, at the time of\ndetermination thereof, (a) if such amount is expressed in dollars, such\namount, (b) if such amount is expressed in an Alternative Currency, the\nequivalent of such amount in dollars determined by using the rate of\nexchange for the purchase of dollars with the Alternative Currency last\nprovided (either by publication or otherwise provided to the\nAdministrative Agent) by Reuters on the Business Day (New York City\ntime) immediately preceding the date of determination or ifsuch service\nceases to be available or ceases to provide a rate of exchange for the\npurchase of dollars with the Alternative Currency, as provided by such\nother publicly available information service which provides that rate of\nexchange at such time in place of Reuters as agreed upon by the\nAdministrative Agent and the Borrower (or if such service ceases to be\navailable or ceases to provide such rate of exchange, the equivalent of\nsuch amount in dollars as mutually determined by the Administrative\nAgent and the Borrower) and (c) if such amount is denominated in any\nother currency, the equivalent of such amount in dollars as determined\nby the Administrative Agent using procedures similar to clause (b) above\nor otherwise using any method of determination mutually determined by\nthe Administrative Agent and the Borrower.\n\n\"[dollars]{.underline}\"or \"[\\$]{.underline}\"refers to lawful money of\nthe United States of America.\n\n\"[Domestic Subsidiaries]{.underline}\"means, with respect to any Person,\nany subsidiary of such Person other than a Foreign Subsidiary.\n\n\"[DQ List]{.underline}\"has the meaning assigned to such term in Section\n9.04(e)(iv).\n\n\"[EEA Financial Institution]{.underline}\"means"}, {"title": "airbnb.txt", "text": "(a) any credit\ninstitution or investment firm established in any EEA Member Country\nwhich is subject to the supervision of an EEA Resolution Authority, (b)\nany entity established in an EEA Member Country that is a parent of any\nPerson described in clause (a) above, or (c)\n\n ------ -- --\n \n -22- \n ------ -- --\n\nany entity established in an EEA Member Country that is a subsidiary of\nany Person described in clause (a) or (b) above and is subject to\nconsolidated supervision with its parent.\n\n\"[EEA Member Country]{.underline}\"means any of the member states of the\nEuropean Union, Iceland, Liechtenstein and Norway.\n\n\"[EEA Resolution Authority]{.underline}\"means any public administrative\nauthority or any Person entrusted with public administrative authority\nof any EEA Member Country (including any delegee) having responsibility\nfor the resolution of any EEA Financial Institution.\n\n\"[Effective Date]{.underline}\"means the date on which the conditions\nspecified in Section 4.01 are satisfied (or waived in accordance with\nSection 9.02).\n\n\"[Effective Date Refinancing]{.underline}\"means the refinancing of the\nExisting Revolving Credit Agreement, including the repayment of allamounts outstanding thereunder, the termination of all related\ncommitments and the termination and release of all related security\ninterests.\n\n\"[Electronic Signature]{.underline}\"means an electronic sound, symbol,\nor process attached to, or associated with, a contract or other record\nand adopted by a Person with the intent to sign, authenticate or accept\nsuch contract or record.\n\n\"[Eligible Assignee]{.underline}\"means (a) a Lender, (b) an Affiliate of\na Lender, (c) an Approved Fund and\n\n\\(d\\) any other Person, other than, in each case, a natural person, a\nholding company, investment vehicle or trust for, or owned and operated\nfor the primary benefit of, a natural person or relative(s) thereof, a\nDisqualified Institution, a Defaulting Lender, the Borrower or any\nSubsidiary or other Affiliate of the Borrower.\n\n\"[Engagement Letter]{.underline}\"means the Engagement Letter, dated\nSeptember 29, 2022 (as amended from time to time), between the Borrower\nand Morgan Stanley.\n\n\"[Environmental Laws]{.underline}\"means all rules, regulations, codes,\nordinances, judgments, orders, decrees, directives, laws, injunctions or\nbinding agreements issued, promulgated or entered into by or with any\nGover"}, {"title": "airbnb.txt", "text": "nmental Authority and relating in any way to protection of the\nenvironment, to preservation or reclamation of natural resources, to the\nmanagement, generation, use, handling, transportation, storage,\ntreatment, disposal, Release or threatened Release or the\nclassification, registration, disclosure or import of, or exposure to,\nany toxic or hazardous materials, substance or waste or to related\nhealth or safety matters.\n\n\"[Environmental Liability]{.underline}\"means any liability, obligation,\nloss, claim, action, order or cost, contingent or otherwise (including\nany liability for damages, costs of environmental remediation, fines,\npenalties and indemnities), directly or indirectly resulting from or\nbased upon (a) any Environmental Law, (b) the generation, use, handling,\ntransportation, storage, treatment or disposal of any Hazardous\nMaterial, (c) any exposure to any Hazardous Material, (d) the Release or\nthreatened Release of any Hazardous Material or (e) any contract or\nagreement pursuant to which liability is assumed or imposed with respect\nto any of the foregoing.\n\n\"[Equity Interests]{.underline}\"means shares of capital stock,\npartnership interests, membership interests, beneficial"}, {"title": "airbnb.txt", "text": "interests or\nother ownership interests, whether voting or nonvoting, in, or interests\nin the income or profits of, a Person, and any warrants, options or\nother rights entitling the holder thereof to purchase or acquire any of\nthe foregoing (other than, prior to the date of conversion, Indebtedness\nthat is convertible into any such Equity Interests).\n\n ------ -- --\n \n -23- \n ------ -- --\n\n\"[ERISA]{.underline}\"means the Employee Retirement Income Security Act\nof 1974, as amended from time to time, and the rules and regulations\npromulgated thereunder.\n\n\"[ERISA Affiliate]{.underline}\"means any trade or business (whether or\nnot incorporated) that, together with the Borrower or any Subsidiary, is\ntreated as a single employer under Section 414(b) or 414(c) of the Code\nor Section 4001(a)(14) of ERISA or, solely for purposes of Section 302\nof ERISA and Section 412 of the Code, is treated as a single employer\nunder Section 414(m) or 414(o) of the Code.\n\n\"[ERISA Event]{.underline}\"means (a) any \"eportable event\" as defined in\nSection 4043 of ERISA or the regulations issued thereunder with respect\nto a Plan (other than an event for which the 30-day notice period is\nwaived),"}, {"title": "airbnb.txt", "text": "(b) any failure by any Plan to satisfy the \"inimum funding\nstandard\"(within the meaning of Section 412 of the Code or Section 302\nof ERISA) applicable to such Plan, in each case whether or not waived,\n(c) the filing pursuant to Section 412(c) of the Code or Section 302(c)\nof ERISA of an application for a waiver of the minimum funding standard\nwith respect to any Plan, (d) a determination that any Plan is, or is\nexpected to be, in \"t-risk\"status (as defined in Section 303(i)(4) of\nERISA or Section 430(i)(4) of the Code), (e) the incurrence by the\nBorrower or any of its ERISA Affiliates of any liability under Title IV\nof ERISA with respect to the termination of any Plan, (f) the receipt by\nthe Borrower or any of its ERISA Affiliates from the PBGC or a plan\nadministrator of any notice relating to an intention to terminate any\nPlan or Plans or to appoint a trustee to administer any Plan,\n\n\\(g\\) the incurrence by the Borrower or any of its ERISA Affiliates of\nany liability with respect to the withdrawal or partial withdrawal\n(including under Section 4062(e) of ERISA) of the Borrower or any of its\nERISA Affiliates from any Plan or Multiemployer Plan, or (h) the receipt\nby the Borrower o"}, {"title": "airbnb.txt", "text": "r any of its ERISA Affiliates of any notice, or the\nreceipt by any Multiemployer Plan from the Borrower or any of its ERISA\nAffiliates of any notice, concerning the imposition upon the Borrower or\nany of its ERISA Affiliates of Withdrawal Liability or a determination\nthat a Multiemployer Plan is, or is expected to be, insolvent, within\nthe meaning of Title IV of ERISA or in endangered or critical status,\nwithin the meaning of Section 305 of ERISA.\n\n*\"*[ESTR]{.underline}\"means, with respect to any Business Day, a rate\nper annum equal to the Euro Short Term Rate for such Business Day\npublished by the ESTR Administrator on the ESTR Administrator' Website.\n\n\"[ESTR Administrator]{.underline}\"means the European Central Bank (or\nany successor administrator of the Euro Short Term Rate).\n\n\"[ESTR Administrator' Website]{.underline}\"means the European Central\nBank' website, currently at http://www.ecb.europa.eu, or any successor\nsource for the Euro Short Term Rate identified as such by the ESTR\nAdministrator from time to time.\n\n\"[EU Bail-In Legislation Schedule]{.underline}\"means the EU Bail-In\nLegislation Schedule published by the Loan Market Association (or any\nsuccessor person), as in effect from time to time.\n\n\"[EURIBOR Rate]{.underline}\"means, with respect to any Term Benchmark\nBorrowing denominated in Euro and for any Interest Period, the EURIBOR\nScreen Rate, two TARGET Days prior to the commencement of such Interest\nPeriod.\n\n\"[EURIBOR Screen Rate]{.underline}\"means the euro interbank offered rate\nadministered by the European Money Markets Institute (or any other\nperson which takes over the administration of that rate) for the\nrelevant period displayed (before any correction, recalculation or\nrepublication by the administrator) on page EURIBOR01 of the Thomson\nReuters screen (or any replacement Thomson Reuters page which displays\nthat rate) or on the appropriate page of such other information service\nwhich publishes that rate from time to time in place of Thomson Reuters\nas published at approximately 11:00 a.m. Brussels time\n\n ------ -- --\n \n -24- \n ------ -- --\n\ntwo TARGET Days prior to the commencement of such Interest Period. If\nsuch page or service ceases to be available, the Administrative Agent\nmay specify another page or service displaying the relevant rate.\n\n\"[Euro]{.underline}\"or \"[\u20ac]{.underline}\"means the single currency of the\nPartic"}, {"title": "airbnb.txt", "text": "ipating Member States.\n\n\"[Events of Default]{.underline}\"has the meaning set forth in Section\n7.01.\n\n\"[Exchange Act]{.underline}\"means the United States Securities Exchange\nAct of 1934.\n\n\"[Excluded Earnout]{.underline}\"means any obligations of the Borrower or\nany Subsidiary to pay additional consideration in connection with any\nAcquisition, if such additional consideration is payable (i) in capital\nstock or other Equity Interests, (ii) in cash or (iii) any combination\nof the foregoing.\n\n\"[Excluded Subsidiary]{.underline}\"means (a) any subsidiary that is not\na wholly-owned Subsidiary, (b) any Immaterial Subsidiary, (c) any\nsubsidiary that is prohibited by applicable law or contractual\nobligations from guaranteeing the Obligations, (d) (i) any direct or\nindirect Domestic Subsidiary of a CFC or (ii) any FSHCO, (e) any captive\ninsurance subsidiary, (f) any not-for-profit subsidiary, (g) any other\nsubsidiary with respect to which in the reasonable judgment of the\nAdministrative Agent and the Borrower, the cost or other consequences of\nproviding a guarantee of the Obligations shall be excessive in view of\nthe benefits to be obtained by the Lenders therefrom (it being agreed\nthat the cost"}, {"title": "airbnb.txt", "text": "and other consequences of a Foreign Subsidiary providing a\nguarantee are excessive in view of the benefits except as elected (and\nsolely as so elected) by the Borrower pursuant to Section 5.10), (i) any\nReceivables Subsidiary and (j) any subsidiary that is a special purpose\nentity.\n\n\"[Excluded Taxes]{.underline}\"means any of the following Taxes imposed\non or with respect to a Recipient or required to be withheld or deducted\nfrom a payment to a Recipient, (a) Taxes imposed on or measured by net\nincome (however denominated), franchise Taxes, and branch profits Taxes,\nin each case, (i) imposed as a result of such Recipient being organized\nunder the laws of, or having its principal office or, in the case of any\nLender, its applicable lending office located in, the jurisdiction\nimposing such Tax (or any political subdivision thereof) or (ii) that\nare Other Connection Taxes, (b) in the case of any Lender, U.S. federal\nwithholding Taxes imposed on amounts payable to or for the account of\nsuch Recipient with respect to an applicable interest in a Loan pursuant\nto a law in effect on the date on which (i) such Lender acquires the\napplicable interest in the applicable Commitment to which such Loan\nrelates (other than pursuant to an assignment request by the Borrower\nunder Section 2.16) or (ii) such Lender changes its lending office,\nexcept in each case to the extent that, pursuant to Section 2.14,\namounts with respect to such Taxes were payable either to such Lender\\'s\nassignor, if any, immediately before such Lender acquired such\napplicable interest in the applicable Commitment or to such Lender\nimmediately before it changed its lending office,\n\n\\(c\\) Taxes attributable to such Recipient' failure to comply with\nSection 2.14(f), (d) any Taxes imposed under FATCA and (e) any U.S.\nfederal backup withholding taxes.\n\n\"[Existing Letters of Credit]{.underline}\"has the meaning set forth in\n[Section 2.20]{.underline}.\n\n\"[Existing Revolving Credit Agreement]{.underline}\"means that certain\nCredit and Guarantee Agreement, dated as of November 19, 2020 (as\namended, amended and restated, supplemented or otherwise modified from\ntime to time), by and among the Borrower, the other parties thereto from\ntime to time as a borrower or guarantor, the lenders from time to time\nparty thereto, Morgan Stanley Senior Funding, Inc., as administrative\nagent, and the other parties from time to ti"}, {"title": "airbnb.txt", "text": "me party thereto.\n\n\"[FATCA]{.underline}\"means Sections 1471 through 1474 of the Code, as of\nthe date of this Agreement (or any amended or successor version that is\nsubstantively comparable and not materially more onerous to comply\nwith), any current or future regulations thereunder or official\ninterpretations thereof, any\n\n ------ -- --\n \n -25- \n ------ -- --\n\nagreements entered into pursuant to current Section 1471(b) of the Code\n(or any amended or successor version described above), any\nintergovernmental agreement (and related legislation, rules or other\nofficial administrative guidance) implementing the foregoing.\n\n\"[Federal Funds Effective Rate]{.underline}\"means, for any day, the rate\nper annum calculated by the Federal Reserve Bank of New York based on\nsuch day' federal funds transactions by depository institutions (as\ndetermined in such manner as the Federal Reserve Bank of New York shall\nset forth on its public website from time to time) and published on the\nnext succeeding Business Day by the Federal Reserve Bank of New York as\nthe federal funds effective rate; [provided]{.underline} that if the\nFederal Funds Effective Rate as so determined would be lessthan zero,\nsuch rate shall be deemed to be zero for purposes of this Agreement.\n\n\"[Federal Reserve Board]{.underline}\"means the Board of Governors of the\nFederal Reserve System of the United States of America.\n\n\"[Finance Lease]{.underline}\"means, as applied to any Person, any lease\nof any property (whether real, personal or mixed) by that Person as\nlessee that, in conformity with GAAP, is or should be accounted for as a\nfinance lease on the balance sheet of that Person; *provided*, that for\nthe avoidance of doubt, \"inance Lease\"shall not include obligations or\nliabilities of any Person to pay rent or other amounts under any lease\nof (or other arrangement conveying the right to use) real or personal\nproperty, or a combination thereof, which obligations would be required\nto be classified and accounted for as an operating lease under GAAP as\nin effect on December 31, 2015.\n\n\"[Financial Officer]{.underline}\"means, with respect to any Person, the\nchief executive officer, chief financial officer, principal accounting\nofficer, vice president-treasury, treasurer or controller of such\nPerson.\n\n\"[Fixed Charge Coverage Ratio]{.underline}\"on any date, the ratio of (a)\nConsolidated EBITDA for"}, {"title": "airbnb.txt", "text": "the period of four consecutive fiscal quarters\nof the Borrower most recently ended on or prior to such date (b) Fixed\nCharges for the period of four consecutive fiscal quarters of the\nBorrower most recently ended on or prior to such date.\n\n\"[Fixed Charges]{.underline}\"means, with respect to any Person for any\nperiod, the sum, without duplication,\n\nof:\n\n(a)Consolidated Interest Expense of such Person and Subsidiaries for\nsuch period; [plus]{.underline}\n\n(b)all cash dividends or other distributions paid to any Person other\nthan such Person or any such Subsidiary (excluding items eliminated in\nconsolidation) on any series of Preferred Stock of the Borrower or a\nSubsidiary during such period; [plus]{.underline}\n\n(c)all cash dividends or other distributions paid to any Person other\nthan such Person or any such Subsidiary (excluding items eliminated in\nconsolidation) on any series of Disqualified Stock of the Borrower or a\nSubsidiary during such period.\n\n\"[Floor]{.underline}\"means the benchmark rate floor, if any, provided in\nthis Agreement initially (as of the execution of this Agreement, the\nmodification, amendment or renewal of this Agreement or otherwise) with\nrespect to each Term Benchmark, each Adjusted Daily Simple RFR or the\nCentral Bank Rate, as applicable. For the avoidance of doubt the initial\nFloor for each Term Benchmark, each Adjusted Daily Simple RFR, each\nDaily Simple RFR and each Central Bank Rate, shall be zero.\n\n ------ -- --\n \n -26- \n ------ -- --\n\n\"[Foreign Subsidiary]{.underline}\"means, with respect to any Person, any\nsubsidiary of such Person that is organized and existing under the laws\nof any jurisdiction other than the United States of America, any state\nthereof or the District of Columbia.\n\n\"[FSHCO]{.underline}\"means any Domestic Subsidiary of the Borrower that\nhas no material assets other than the Equity Interests of one or more\nCFCs.\n\n\"[GAAP]{.underline}\"means, subject to Section 1.04(a), generally\naccepted accounting principles in the United States of America, applied\nin accordance with the consistency requirements thereof.\n\n\"[GHG Emissions]{.underline}\"means the total corporate Scope 3\ngreenhouse gas emissions of the Borrower and its Subsidiaries (measured\nin metric tons of CO2e) for any applicable year. Scope 3 corporate\ngreenhouse gas emissions includes the following categories defined by\nthe Greenhouse Gas Proto"}, {"title": "airbnb.txt", "text": "col, as applied to Borrower: 3.1 Purchased goods\nand services, 3.2 Capital goods, 3.3 Fuel- and energy-related activities\n(not included in Scope 1 and Scope 2), 3.5 Waste generated in\noperations, 3.6 Business travel,\n\n3.7 Employee commuting, and 3.8 Upstream leased assets.\n\n\"[GHG Emissions Fee Adjustment Amount]{.underline}\"means, with respect\nto any period between Sustainability Pricing Adjustment Dates, (a)\npositive 0.005%, if the GHG Emissions Intensity as set forth in the\napplicable KPI Metrics Certificate is more than the GHG Intensity Target\nand (b) negative 0.005%, if the GHG Emissions Intensity as set forth in\nthe applicable KPI Metrics Certificate is less than or equal to GHG\nIntensity Target.\n\n\"[GHG Emissions Intensity]{.underline}\"means the quotient of the GHG\nEmissions for any applicable fiscal year *divided* by GHG Gross Profit\nfor such fiscal year.\n\n\"[GHG Emissions Margin Adjustment Amount]{.underline}\"means, with\nrespect to any period between Sustainability Pricing Adjustment Dates,\n(a) positive 0.025%, if the GHG Emissions Intensity as set forth in the\napplicable KPI Metrics Certificate is more than the GHG Intensity Target\nand (b) negative 0.025%, if the GHG Emissi"}, {"title": "airbnb.txt", "text": "ons Intensity as set forth in\nthe applicable KPI Metrics Certificate is less than or equal to the GHG\nIntensity Target.\n\n\"[GHG Gross Profit]{.underline}\"means, for purposes of calculating\nBorrower' GHG Emissions Intensity, Borrower' revenue minus cost of\nrevenue for the relevant period.\n\n\"[GHG Intensity Target]{.underline}\"means, with respect to any fiscal\nyear, the targets set forth in the Sustainability Table.\n\n\"[Governmental Approvals]{.underline}\"means all authorizations,\nconsents, approvals, permits, licenses and exemptions of, registrations\nand filings with, and reports to, Governmental Authorities.\n\n\"[Governmental Authority]{.underline}\"means the government of the United\nStates of America or any other nation or any political subdivision of\nany thereof, and any agency, authority, instrumentality, regulatory\nbody, court, central bank or other entity exercising executive,\nlegislative, judicial, taxing, regulatory or administrative powers or\nfunctions of or pertaining to government (including any supra-national\nbody exercising such powers or functions, such as the European Union,\nthe Bank of England, the UK Financial Conduct Authority or the European\nCentral Bank).\n\n\"[Guarantee]{.underline}\"of or by any Person (the\n\"[guarantor]{.underline}\" means any obligation, contingent or otherwise,\nof the guarantor guaranteeing any Indebtedness or other obligation of\nany other Person (the \"[primary]{.underline} [obligor]{.underline}\" in\nany manner, whether directly or indirectly, and including any obligation\nof the guarantor,\n\n ------ -- --\n \n -27- \n ------ -- --\n\ndirect or indirect, (a) to purchase or pay (or advance or supply funds\nfor the purchase or payment of) such Indebtedness or other obligation or\nto purchase (or to advance or supply funds for the purchase of) any\nsecurity for the payment thereof, (b) to purchase or lease property,\nsecurities or services for the purpose of assuring the owner of such\nIndebtedness or other obligation of the payment thereof, (c) to maintain\nworking capital, equity capital or any other financial statement\ncondition or liquidity of the primary obligor so as to enable the\nprimary obligor to pay such Indebtedness or other obligation or (d) as\nan account party in respect of any letter of credit or letter of\nguaranty issued to support such Indebtedness or other obligation;\n[provided]{.underline} that the term \"uaran"}, {"title": "airbnb.txt", "text": "tee\"shall not include\nendorsements for collection or deposit in the ordinary course of\nbusiness. The amount, as of any date of determination, of any Guarantee\nshall be the principal amount outstanding on such date of the\nIndebtedness or other obligation guaranteed thereby (or, in the case of\n(i) any Guarantee the terms of which limit the monetary exposure of the\nguarantor or (ii) any Guarantee of an obligation that does not have a\nprincipal amount, the maximum monetary exposure as of such date of the\nguarantor under such Guarantee (as determined, in the case of clause\n(i), pursuant to such terms or, in the case of clause (ii), reasonably\nand in good faith by the chief financial officer of the Borrower)).\n\n\"[Guarantor]{.underline}\"and \"[Guarantors]{.underline}\"has the meaning\nset forth in Section 5.10(a).\n\n\"[Guaranty]{.underline}\"and \"[Guaranties]{.underline}\"has the meaning\nset forth in Section 5.10(a).\n\n\"[Hazardous Materials]{.underline}\"means all explosive, radioactive,\nhazardous or toxic substances, wastes or other pollutants, including\npetroleum or petroleum distillates, asbestos or asbestos-containing\nmaterials, polychlorinated biphenyls, radon gas, infectious or medical\nwastes and all other substances or wastes of any nature regulated\npursuant to any Environmental Law.\n\n\"[Hedging Agreement]{.underline}\"means any agreement with respect to any\nswap, forward, future or derivative transaction, or any option or\nsimilar agreement, involving, or settled by reference to, one or more\nrates, currencies, commodities, prices of equity or debt securities or\ninstruments, or economic, financial or pricing indices or measures of\neconomic, financial or pricing risk or value, or any similar transaction\nor combination of the foregoing transactions; [provided]{.underline}\nthat no phantom stock or similar plan providing for payments only on\naccount of services provided by current or former directors, officers,\nemployees or consultants of the Borrower or the Subsidiaries shall be a\nHedging Agreement. The amount of the obligations of the Borrower or any\nSubsidiary in respect of any Hedging Agreement at any time shall be the\nmaximum aggregate amount (giving effect to any netting agreements) that\nthe Borrower or such Subsidiary would be required to pay if such Hedging\nAgreement were terminated at such time.\n\n\"[Hedging Obligations]{.underline}\"means, with respect to any Person,"}, {"title": "airbnb.txt", "text": "the obligations of such Person under any Hedging Agreement.\n\n\"[Immaterial Subsidiary]{.underline}\"means each of the Subsidiaries of\nthe Borrower for which (a) (i) the assets of such Subsidiary constitute\nless than 5.0% of the total assets of the Borrower and its Subsidiaries\non a consolidated basis and (ii) the Consolidated EBITDA of such\nSubsidiary accounts for less than 5.0% of the Consolidated EBITDA of the\nBorrower and its Subsidiaries on a consolidated basis and (b) (i) the\nassets of all relevant Subsidiaries constitute 15.0% or less than the\ntotal assets of the Borrower and its Subsidiaries on a consolidated\nbasis, and (ii) the Consolidated EBITDA of all relevant Subsidiaries\naccounts for less than 15.0% of the Consolidated EBITDA of the Borrower\nand its Subsidiaries on a consolidated basis, in each case that has been\ndesignated as such by the Borrower in a written notice delivered to the\nAdministrative Agent (or, on the Effective Date, listed on [Schedule\n1.01(b)]{.underline}) other than any such Subsidiary as to which the\nBorrower has revoked such designation by written notice to the\nAdministrative Agent. For any determination made as of or prior to the\ntime any Person bec"}, {"title": "airbnb.txt", "text": "omes an indirect or direct Subsidiary of the\nBorrower, such determination and designation shall be made based on\n\n ------ -- --\n \n -28- \n ------ -- --\n\nfinancial statements provided by or on behalf of such Person in\nconnection with the acquisition of such Person or such Person' assets.\nThe Borrower may change the designation of any Subsidiary as an\nImmaterial Subsidiary by providing written notice to the Administrative\nAgent; provided that any Subsidiary of the Borrower formed or acquired\nafter the Closing Date, as applicable, that meets the requirements of an\n\"mmaterial Subsidiary\"set forth herein shall be deemed designated as an\n\"mmaterial Subsidiary\"unless the Borrower otherwise notifies the\nAdministrative Agent in writing.\n\n\"[Incremental Amendment]{.underline}\"has the meaning assigned to such\nterm in [Section 2.21(b)]{.underline}.\n\n\"[Indebtedness]{.underline}\"means, as to any Person at a particular\ntime, without duplication, (i) indebtedness for borrowed money and all\nobligations of such Person evidenced by bonds, debentures, notes, loan\nagreements or other similar instruments; (ii) that portion of\nobligations with respect to Finance Leases that is properly classified\nas a liability on a balance sheet in conformity with GAAP (excluding,\nfor the avoidance of doubt, lease payments under operating leases);\n(iii) any obligation owed for all or any part of the deferred purchase\nprice of property or services, including earn-outs earned but past due\n(excluding trade or similar payables, accrued income taxes, VAT,\ndeferred taxes, sales taxes, equity taxes and accrued liabilities\nincurred in the ordinary course of such Person' business and excluding\nExcluded Earnouts); (iv) the undrawn face amount of any letter of\ncredit, bankers'acceptances, bank guarantees, surety bonds, performance\nbonds, and similar instruments issued for the account of that Person or\nas to which that Person is otherwise liable for reimbursement of\ndrawings; (v) Disqualified Stock; (vi) the direct or indirect guaranty,\nendorsement (otherwise than for collection or deposit in the ordinary\ncourse of business), co-making, discounting with recourse or sale with\nrecourse by such Person of the Indebtedness of another; (vii) any\nobligation of such Person in respect of the Indebtedness described in\nclauses (i) through (vi) hereof the primary purpose or intent of which\nis to provide"}, {"title": "airbnb.txt", "text": "assurance to an obligee that the Indebtedness of the\nprimary obligor thereof will be paid or discharged, or any agreement\nrelating thereto will be complied with, or the holders thereof will be\nprotected (in whole or in part) against loss in respect thereof; (viii)\nany liability of such Person for the Indebtedness of another in respect\nof the Indebtedness described in clauses (i) through (vi) hereof through\nany agreement (contingent or otherwise) (a) to purchase, repurchase or\notherwise acquire such obligation or any security therefor, or to\nprovide funds for the payment or discharge of such obligation (whether\nin the form of loans, advances, stock purchases, capital contributions\nor otherwise) or (b) to maintain the solvency or any balance sheet item,\nlevel of income or financial condition of another if, in the case of any\nagreement described under subclauses (a) or\n\n\\(b\\) of this clause (viii), the primary purpose or intent thereof is as\ndescribed in clause (vii) above; (ix) net obligations of such Person\nunder any Swap Contract; and (x) Indebtedness of the type referred to in\nclauses (i) through (ix) above secured by a Lien on any property or\nasset owned or held by that Person regardless of whether the\nIndebtedness secured thereby shall have been assumed by that Person or\nis nonrecourse to the credit of that Person; *provided*, the amount of\nany net obligation under any Swap Contract on any date shall be deemed\nto be the Swap Termination Value thereof as of such date; *provided*,\n*further* that the following shall not constitute Indebtedness: (i) any\nright of use liabilities recorded in accordance with Accounting\nStandards Update (\"[ASU]{.underline}\" No. 2016-02, Leases (Topic 842),\n\n\\(ii\\) liabilities recorded under GAAP related to lease accounting (ASC\n840) (other than in respect of finance leases), (iii) any liabilities\nreflected on the books and records of the Borrower and its Subsidiaries\nto the extent constituting amounts that are owed to hosts so long as the\nrelated assets reside on such books and records and (iv) any liabilities\nresulting from equity awards accounted for as a liability.\n\n\"[Indemnified Taxes]{.underline}\"means (a) Taxes, other than Excluded\nTaxes, imposed on or with respect to any payment made by or on account\nof any obligation of the Borrower or any Guarantor under any Loan\nDocument and (b) to the extent not otherwise described in"}, {"title": "airbnb.txt", "text": "clause (a),\nOther Taxes.\n\n\"[Indemnitee]{.underline}\"has the meaning set forth in Section 9.03(b).\n\n ------ -- --\n \n -29- \n ------ -- --\n\n\"[Intangible Assets]{.underline}\"means assets that are considered to be\nintangible assets under GAAP, including customer lists, goodwill,\ncomputer software, copyrights, trade names, trademarks, patents,\nfranchises, licenses, unamortized deferred charges, unamortized debt\ndiscount and capitalized research and development costs.\n\n\"[Interest Election Request]{.underline}\"means a request by the Borrower\nto convert or continue a Borrowing in accordance with Section 2.05,\nwhich shall be, in the case of any such written request, substantially\nin the form of [Exhibit D]{.underline} or any other form approved by the\nAdministrative Agent.\n\n\"[Interest Payment Date]{.underline}\"means (a) with respect to any ABR\nLoan (other than a Swingline Loan), the last Business Day of each March,\nJune, September and December, (b) with respect to any RFR Loan (other\nthan a Swingline Loan), (1) each date that is on the numerically\ncorresponding day in each calendar month that is one month (or, at the\nelection of the Borrower solely with respect to a RFR Loan denominated\nin Sterling, three months) after the Borrowing of such Loan (or, if\nthere is no such numerically corresponding day in such month, then the\nlast day of such month) and (2) the Maturity Date,\n\n\\(c\\) with respect to any Term Benchmark Loan, the last day of each\nInterest Period applicable to the Borrowing of which such Loan is a part\nand, in the case of a Term Benchmark Borrowing with an Interest Period\nof more than three months'duration, each day prior to the last day of\nsuch Interest Period that occurs at intervals of three months'duration\nafter the first day of such Interest Period, and the Maturity Date and\n(d) with respect to any Swingline Loan, the day that such Loan is\nrequired to be repaid and the Maturity Date.\n\n\"[Interest Period]{.underline}\"means, with respect to any Term Benchmark\nBorrowing, the period commencing on the date of such Borrowing and\nending on the numerically corresponding day in the calendar month that\nis one, three or six months thereafter (in each case, subject to the\navailability thereof), as the Borrower may elect; [provided]{.underline}\nthat (a) if any Interest Period would end on a day other than a Business\nDay, such Interest Period shall"}, {"title": "airbnb.txt", "text": "be extended to the next succeeding\nBusiness Day unless such next succeeding Business Day would fall in the\nnext calendar month, in which case such Interest Period shall end on the\nnext preceding Business Day, (b) any Interest Period that commences on\nthe last Business Day of a calendar month (or on a day for which there\nis no numerically corresponding day in the last calendar month of such\nInterest Period) shall end on the last Business Day of the last calendar\nmonth of such Interest Period and (c) no Interest Period shall extend\nbeyond the Maturity Date. For purposes hereof, the date of a Borrowing\ninitially shall be the date on which such Borrowing is made and\nthereafter shall be the effective date of the most recent conversion or\ncontinuation of such Borrowing.\n\n\"[Investment Grade Rating]{.underline}\"means a rating equal to or higher\nthan Baa3 (or the equivalent) by Moody' and BBB- (or the equivalent) by\nS&P.\n\n\"[Issuing Bank]{.underline}\"means (i) with respect to the Existing\nLetters of Credit, Morgan Stanley and Bank of America, N.A. and (ii)\nwith respect to other Letters of Credit issued under this Agreement,\neach of Morgan Stanley, Bank of America, N.A., Goldman Sachs Lending\nPartners LLC, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank,\nN.A., Mizuho Bank, Ltd., Bank of the West, HSBC Bank USA, N.A., Royal\nBank of Canada, Santander Bank, N.A., Standard Chartered Bank and each\nother Lender so designated by the Borrower with such Lender' consent and\nwith prior written notice to the Administrative Agent, in its capacity\nas the issuer of Letters of Credit hereunder, and any of their\nsuccessors in such capacity as provided in [Section\n2.20(i)(i)]{.underline}. Each Issuing Bank may, in its discretion,\narrange for one or more Letters of Credit to be issued by Affiliates of\nsuch Issuing Bank, in which case the term \"ssuing Bank\"shall include any\nsuch Affiliate with respect to Letters of Credit issued by such\nAffiliate. No Issuing Bank shall be required to issue any Letters of\nCredit other than standby Letters of Credit.\n\n ------ -- --\n \n -30- \n ------ -- --\n\n\"[Issuing Bank Individual Sublimit]{.underline}\"means, (i) for each of\nthe Issuing Banks party hereto (A) on the Effective Date through and\nincluding the date that is two years following the Effective Date, the\namount set forth in the schedule below next to such Issuing Bank' nam"}, {"title": "airbnb.txt", "text": "e\nunder the heading \"nitial Issuing Bank Individual Sublimit\"and (B)\nthereafter, the amount set forth in the schedule below next to such\nIssuing Bank' name under the heading \"ssuing Bank Individual Sublimit\"\n(ii) for each Issuing Bank that replaces a previous Issuing Bank\npursuant to [Section 2.20(i)(i)]{.underline}, the Issuing Bank\nIndividual Sublimit of the replaced Issuing Bank that was in effect\nimmediately prior to the replacement and (iii) for each additional\nIssuing Bank added pursuant to [Section 2.20(i)(ii)]{.underline}, an\namount agreed among the Borrower, the Administrative Agent and such\nadditional Issuing Bank, with the Issuing Bank Individual Sublimit or\nIssuing Bank Individual Sublimits of one or more other Issuing Banks\nbeing reduced (with the consent of such Issuing Bank or Issuing Banks)\nto the extent necessary to maintain compliance with the following\nproviso; [provided]{.underline} that the sum of all Issuing Bank\nIndividual Sublimits shall equal\n\n\\$200,000,000.\n\n ---------------------------- -------------------------------------------------------- ------------------------------------------------ ------------------------------------- -------------- -------------- ----------------------- -------------- -------------- ------------------------------------ -------------- -------------- ------------------- -------------- -------------- ---------------- -------------- -------------- --------------------------- -------------- -------------- ------------------- -------------- -------------- ------------------ -------------- -------------- --------------------- -------------- -------------- ---------------------- -------------- -------------- ---------------------- -------------- -------------- ------------------------- -------------- --------------"}, {"title": "airbnb.txt", "text": "[Issuing Bank]{.underline} [Initial Issuing Bank Individual Sublimit]{.underline} [Issuing Bank Individual Sublimit]{.underline} Morgan Stanley Senior Funding, Inc. \\$19,000,000 \\$23,000,000 Bank of America, N.A. \\$27,000,000 \\$23,000,000 Goldman Sachs Lending Partners LLC \\$23,000,000 \\$23,000,000 Barclays Bank PLC \\$16,500,000 \\$16,500,000 Citibank, N.A. \\$16,500,000 \\$16,500,000 JPMorgan Chase Bank, N.A. \\$16,500,000 \\$16,500,000 Mizuho Bank, Ltd. \\$16,500,000 \\$16,500,000 Bank of the West \\$13,000,000 \\$13,000,000 HSBC Bank USA, N.A. \\$13,000,000 \\$13,000,000 Royal Bank of Canada \\$13,000,000 \\$13,000,000 Santander Bank, N.A. \\$13,000,000 \\$13,000,000 Standard Chartered Bank \\$13,000,000 \\$13,000,000\n Total \\$200,000,000 \\$200,000,000"}, {"title": "airbnb.txt", "text": "---------------------------- -------------------------------------------------------- ------------------------------------------------ ------------------------------------- -------------- -------------- ----------------------- -------------- -------------- ------------------------------------ -------------- -------------- ------------------- -------------- -------------- ---------------- -------------- -------------- --------------------------- -------------- -------------- ------------------- -------------- -------------- ------------------ -------------- -------------- --------------------- -------------- -------------- ------------------------------------ -------------- ---------------------- -------------- -------------- ------------------------- -------------- --------------\n\n\"[Issuing Bank Issued Amount]{.underline}\"means, with respect to each\nIssuing Bank, at any time, the sum of\n\n\\(a\\) the aggregate undrawn amount of all outstanding Letters of Credit\nat such time issued by such Issuing Bank *[plus]{.underline}* (b) the\naggregate amount of all LC Disbursements made by such Issuing Bank that\nhave not yet been reimbursed by or on behalf of the Borrower at such\ntime.\n\n ------ -- --\n \n -31- \n ------ -- --\n\n\"[Judgment Currency]{.underline}\"has the meaning set forth in Section\n9.21.\n\n\"[KPI Metric]{.underline}\"means each of the GHG Emissions Intensity and\nthe Diverse Supplier Spend Percentage.\n\n\"[KPI Metrics Auditor]{.underline}\"means a nationally recognized\nauditing firm designated by the Borrower and reasonably acceptable to\nthe Administrative Agent.\n\n\"[KPI Metrics Certificate]{.underline}\"means an annual certificate\ndelivered to the Administrative Agent attached to the Pricing\nCertificate for the fiscal year then most recently ended prepared by or\non behalf of the Borrower and including the KPI Metr"}, {"title": "airbnb.txt", "text": "ics for such fiscal\nyear in reasonable detail pursuant to standards and/or methodology that\n(a) are consistent with then generally accepted industry standards or\n(b) if not so consistent, are proposed by the Borrower and approved by\nthe Required Lenders.\n\n\"[LC Collateral Account]{.underline}\"has the meaning assigned to such\nterm in [Section 2.20(j)]{.underline}.\n\n\"[LC Disbursement]{.underline}\"means a payment made by an Issuing Bank\npursuant to a Letter of Credit.\n\n\"[LC Exposure]{.underline}\"means, at any time, the sum of (a) the\naggregate undrawn amount of all outstanding Letters of Credit at such\ntime, plus (b) the aggregate amount of all LC Disbursements that have\nnot yet been reimbursed by or on behalf of the Borrower at such time.\nFor all purposes of this Agreement, if on any date of determination a\nLetter of Credit has expired by its terms but any amount may still be\ndrawn thereunder by reason of the operation of Article 29(a) of the\nUniform Customs and Practice for Documentary Credits, International\nChamber of Commerce Publication No. 600 (or such later version thereof\nas may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of\nthe International Standby Practices, International Chamber of Commerce\nPublication No. 590 (or such later version thereof as may be in effect\nat the applicable time) or similar terms of the Letter of Credit itself,\nor if compliant documents have been presented but not yet honored, such\nLetter of Credit shall be deemed to be \"utstanding\"and \"ndrawn\"in the\namount so remaining available to be paid, and the obligations of the\nBorrower and each Lender shall remain in full force and effect until the\nIssuing Bank and the Lenders shall have no further obligations to make\nany payments or disbursements under any circumstances with respect to\nany Letter of Credit (unless cash collateralized, backstopped or rolled\ninto another facility on terms reasonably acceptable to the applicable\nIssuing Bank and the Administrative Agent). Unless otherwise specified\nherein, the amount of a Letter of Credit at any time shall be deemed to\nbe the stated amount of such Letter of Credit in effect at such time;\nprovided that with respect to any Letter of Credit that, by its terms or\nthe terms of any document related thereto, provides for one or more\nautomatic increases in the stated amount thereof, the amount of such\nLetter of Credit shall be de"}, {"title": "airbnb.txt", "text": "emed to be the maximum stated amount of such\nLetter of Credit after giving effect to all such increases, whether or\nnot such maximum stated amount is in effect at such time.\n\n\"[Lender-Related Person]{.underline}\"has the meaning assigned to it in\nSection 9.03(d).\n\n\"[Lenders]{.underline}\"means the Persons listed on Schedule 2.01 and any\nother Person that shall have become a party hereto pursuant to an\nAssignment and Assumption, other than such Person that shall have ceased\nto be a party hereto pursuant to an Assignment and Assumption. Unless\nthe context otherwise requires, the term \"enders\"shall include the\nSwingline Lender.\n\n\"[Letter of Credit]{.underline}\"means any letter of credit issued\npursuant to this Agreement (including, in the case of any Existing\nLetter of Credit, deemed to be issued hereunder).\n\n ------ -- --\n \n -32- \n ------ -- --\n\n\"[Leverage Ratio]{.underline}\"means, on any date, the ratio of (a)\nConsolidated Total Indebtedness as of such date to (b) Consolidated\nEBITDA for the period of four consecutive fiscal quarters of the\nBorrower most recently ended on or prior to such date.\n\n\"[Liabilities]{.underline}\"means any actual losses, claims (including\nintraparty claims), demands, damages or liabilities of any kind.\n\n\"[Lien]{.underline}\"means, with respect to any asset, (a) any mortgage,\ndeed of trust, lien, pledge, hypothecation, charge, security interest or\nother encumbrance on, in or of such asset, and (b) the interest of a\nvendor or a lessor under any conditional sale agreement or title\nretention agreement (or any financing lease having substantially the\nsame economic effect as any of the foregoing) relating to such asset;\n[provided]{.underline} that in no event shall an operating lease or\noccupancy agreement be deemed to constitute a Lien.\n\n\"[Loan Documents]{.underline}\"means this Agreement, the Assumption\nAgreement (if any), the Guaranties (if any), any Letter of Credit and\nLetter of Credit Application, and, except for purposes of Section 9.02,\nany promissory notes delivered pursuant to Section 2.07(c).\n\n\"[Loan Modification Agreement]{.underline}\"means a Loan Modification\nAgreement in form and substance reasonably satisfactory to the\nAdministrative Agent and the Borrower, among the Borrower, one or more\nAccepting Lenders and the Administrative Agent.\n\n\"[Loan Modification Offer]{.underline}\"has the meaning specified in\nSectio"}, {"title": "airbnb.txt", "text": "n 2.18(a).\n\n\"[Loans]{.underline}\"means the loans made by the Lenders to the Borrower\npursuant to this Agreement, including Swingline Loans.\n\n\"[Material Adverse Effect]{.underline}\"means a material adverse effect\non (a) the business, assets, liabilities, operations, results of\noperations or financial condition of the Borrower and the Subsidiaries,\ntaken as a whole, or (b) the material rights of or remedies available to\nthe Lenders under the Loan Documents, taken as a whole.\n\n\"[Material Indebtedness]{.underline}\"means Indebtedness (other than\nunder the Loan Documents), or obligations in respect of one or more\nHedging Agreements, of any one or more of the Borrower and the\nSubsidiaries in an aggregate outstanding principal amount of\n\\$250,000,000 or more. For purposes of determining Material\nIndebtedness, the \"rincipal amount\"of the obligations of the Borrower or\nany Subsidiary in respect of any Hedging Agreement at any time shall be\nthe maximum aggregate amount (giving effect to any netting agreements)\nthat the Borrower or such Subsidiary would be required to pay if such\nHedging Agreement were terminated at such time.\n\n\"[Material Subsidiary]{.underline}\"means any Subsidiary that wouldconstitute a \"ignificant subsidiary\"under Rule 1-02(w) of Regulation S-X\nunder the Securities Act, as amended.\n\n\"[Maturity Date]{.underline}\"means October 31, 2027.\n\n\"[Maximum Rate]{.underline}\"has the meaning set forth in Section 9.13.\n\n\"[MNPI]{.underline}\"means material information concerning the Borrower,\nany Subsidiary or any Controlled Affiliate of any of the foregoing, or\nany of their securities, that has not been disseminated in a manner\nmaking it available to investors generally, within the meaning of\nRegulation FD under the Securities Act and the Exchange Act. For\npurposes of this definition, \"aterial information\"means information\nconcerning the Borrower, the Subsidiaries or any Controlled Affiliate of\nany of the foregoing, or any of\n\n ------ -- --\n \n -33- \n ------ -- --\n\ntheir securities, that could reasonably be expected to be material for\npurposes of the United States federal and state securities laws.\n\n\"[Moody']{.underline}\"means Moody' Investors Service, Inc., or any\nsuccessor to the rating agency business\n\nthereof.\n\n\"[Morgan Stanley]{.underline}\"means Morgan Stanley Senior Funding, Inc.\nand its successors.\n\n\"[Multiemployer Plan]{.underline}\"means"}, {"title": "airbnb.txt", "text": "a multiemployer plan as defined\nin Section 4001(a)(3) of ERISA.\n\n\"[Non-Accepting Lender]{.underline}\"has the meaning specified in Section\n2.18(a).\n\n\"[Non-Consenting Lender]{.underline}\"has the meaning specified in\n[Section 9.02(c)(iii)]{.underline}.\n\n\"[Non-Guarantor Indebtedness]{.underline}\"means any Indebtedness of a\nSubsidiary that is not a Guarantor.\n\n\"[Notice of Loan Prepayment]{.underline}\"means a notice of prepayment\nwith respect to a Loan, which shall be substantially in the form of\n[Exhibit G]{.underline} or such other form as may be approved by the\nAdministrative Agent (including any form on an electronic platform or\nelectronic transmission system as shall be approved by the\nAdministrative Agent), appropriately completed and signed by a\nResponsible Officer of the Borrower.\n\n\"[NYFRB]{.underline}\"means the Federal Reserve Bank of New York.\n\n\"[NYFRB Rate]{.underline}\"means, for any day, the greater of (a) the\nFederal Funds Effective Rate in effect on such day and (b) the Overnight\nBank Funding Rate in effect on such day (or for any day that is not a\nBusiness Day, for the immediately preceding Business Day); *provided*\nthat if none of such rates are published for any day that"}, {"title": "airbnb.txt", "text": "is a Business\nDay, the term \"YFRB Rate\"means the rate for a federal funds transaction\nquoted at 11:00 a.m. on such day received by the Administrative Agent\nfrom a federal funds broker of recognized standing selected by it;\n*provided*, *further*, that if any of the aforesaid rates as so\ndetermined be less than zero, such rate shall be deemed to be zero for\npurposes of this Agreement.\n\n\"[NYFRB' Website]{.underline}\"means the website of the NYFRB at\nhttp://www.newyorkfed.org, or any successor source.\n\n\"[Obligations]{.underline}\"means (a) the due and punctual payment by the\nBorrower of the principal of and premium, if any, and interest\n(including interest accruing, at the rate specified herein, during the\npendency of any bankruptcy, insolvency, receivership or other similar\nproceeding, regardless of whether allowed or allowable in such\nproceeding) on all Loans and all LC Exposure when and as due, whether at\nmaturity, by acceleration, upon one or more dates set for prepayment or\notherwise and (b) the due and punctual payment or performance by the\nBorrower of all other monetary obligations under this Agreement, any\nother Loan Document or Letter of Credit, including fees, costs, expensesand indemnities, whether primary, secondary, direct, contingent, fixed\nor otherwise (including monetary obligations accruing, at the rate\nspecified herein or therein, or incurred during the pendency of any\nbankruptcy, insolvency, receivership or other similar proceeding,\nregardless of whether allowed or allowable in such proceeding).\n\n\"[OFAC]{.underline}\"means the United States Treasury Department Office\nof Foreign Assets Control.\n\n\"[Other Connection Taxes]{.underline}\"means, with respect to any\nRecipient, Taxes imposed as a result of a present or former connection\nbetween such Recipient and the jurisdiction (or political subdivisions\nthereof) imposing such Tax (other than connections arising from such\nRecipient having executed,\n\n ------ -- --\n \n -34- \n ------ -- --\n\ndelivered, become a party to, performed its obligations under, received\npayments under, received or perfected a security interest under, engaged\nin any other transaction pursuant to or enforced any Loan Document, or\nsold or assigned an interest in any Loan, Loan Document).\n\n\"[Other Taxes]{.underline}\"means all present or future stamp, court or\ndocumentary, intangible, recording, filing or similar Ta"}, {"title": "airbnb.txt", "text": "xes that arise\nfrom any payment made under, from the execution, delivery, performance,\nenforcement or registration of, from the receipt or perfection of a\nsecurity interest under, or otherwise with respect to, any Loan\nDocument, except any such Taxes that are Other Connection Taxes imposed\nwith respect to an assignment (other than an assignment made pursuant to\nSection 2.16).\n\n\"[Overnight Bank Funding Rate]{.underline}\"means, for any day, the rate\ncomprised of both overnight federal funds and overnight eurodollar\ntransactions denominated in dollars by U.S.-managed banking offices of\ndepository institutions, as such composite rate shall be determined by\nthe NYFRB as set forth on the NYFRB' Website from time to time, and\npublished on the next succeeding Business Day by the NYFRB as an\novernight bank funding rate.\n\n\"[Overnight Rate]{.underline}\"means, for any day, (a) with respect to\nany amount denominated in dollars, the NYFRB Rate, (b) with respect to\nany amount denominated in Euros, Daily Simple ESTR, (c) with respect to\nany amount denominated in Sterling, Daily Simple RFR and (d) with\nrespect to any amount denominated in any other Alternative Currency, an\novernight rate determinedby the Administrative Agent or the Issuing\nBanks, as the case may be, in accordance with banking industry rules on\ninterbank compensation.\n\n\"[Participant Register]{.underline}\"has the meaning set forth in Section\n9.04(c)(ii).\n\n\"[Participants]{.underline}\"has the meaning set forth in Section\n9.04(c)(i).\n\n\"[Participating Member State]{.underline}\"means any member state of the\nEuropean Union that has the euro as its lawful currency in accordance\nwith legislation of the European Union relating to Economic and Monetary\nUnion.\n\n\"[Payment]{.underline}\"has the meaning set forth in Article VIII.\n\n\"[PBGC]{.underline}\"means the Pension Benefit Guaranty Corporation\nreferred to and defined in ERISA and any successor entity performing\nsimilar functions.\n\n\"[Periodic Term SOFR Determination Day]{.underline}\"has the meaning\nassigned to it under the definition of Term SOFR Reference Rate.\n\n\"[Permitted Amendment]{.underline}\"has the meaning specified in Section\n2.18(c).\n\n\"[Permitted Liens]{.underline}\"means:\n\n(a)Liens imposed by law for Taxes that are not required to be paid in\naccordance with Section 5.04;\n\n(b)carriers' warehousemen', mechanics' materialmen', repairmen' and\nother like Liens imposed"}, {"title": "airbnb.txt", "text": "by law (other than any Lien imposed pursuant to\nSection 430(k) of the Code or Section 303(k) or 4068 of ERISA or a\nviolation of Section 436 of the Code), arising in the ordinary course of\nbusiness;\n\n ------ -- --\n \n -35- \n ------ -- --\n\n(c)Liens made (i) in the ordinary course of business in compliance with\nworkers'compensation, unemployment insurance and other social security\nlaws (other than any Lien imposed pursuant to Section 430(k) of the Code\nor Section 303(k) or 4068 of ERISA or a violation of Section 436 of the\nCode) and (ii) in respect of letters of credit, bank guarantees or\nsimilar instruments issued for the account of the Borrower or any\nSubsidiary in the ordinary course of business supporting obligations of\nthe type set forth in clause (i) above;\n\n(d)Liens made (i) to secure the performance of bids, trade contracts\n(other than for payment of Indebtedness), leases (other than Capital\nLease Obligations), statutory obligations (other than any Lien imposed\npursuant to Section 430(k) of the Code or Section 303(k) or 4068 of\nERISA or a violation of Section 436 of the Code), surety and appeal\nbonds, performance bonds and other obligations of a like nature,in each\ncase in the ordinary course of business and (ii) in respect of letters\nof credit, bank guarantees or similar instruments issued for the account\nof the Borrower or any Subsidiary in the ordinary course of business\nsupporting obligations of the type set forth in clause (i) above;\n\n(e)judgment liens in respect of judgments that do not constitute an\nEvent of Default under clause (k) of Section 7.01;\n\n(f)easements, zoning restrictions, rights-of-way and similar\nencumbrances on real property imposed by law or arising in the ordinary\ncourse of business that do not secure any monetary obligations and do\nnot materially detract from the value of the affected property or\ninterfere with the ordinary conduct of business of the Borrower and the\nSubsidiaries, taken as a whole;\n\n(g)banker' liens, rights of setoff or similar rights and remedies as to\ndeposit accounts or other funds maintained with depository institutions\nand securities accounts and other financial assets maintained with\nsecurities intermediaries; [provided]{.underline} that such deposit\naccounts or funds and securities accounts or other financial assets are\nnot established or deposited for the purpose of providing collater"}, {"title": "airbnb.txt", "text": "al for\nany Indebtedness and are not subject to restrictions on access by the\nBorrower or any Subsidiary in excess of those required by applicable\nbanking regulations;\n\n(h)Liens arising by virtue of Uniform Commercial Code financing\nstatement filings (or similar filings under applicable law) regarding\noperating leases entered into by the Borrower and the Subsidiaries in\nthe ordinary course of business;\n\n(i)Liens representing any interest or title of a licensor, lessor or\nsublicensor or sublessor, or a licensee, lessee or sublicensee or\nsublessee, in the property (including any intellectual property) subject\nto any lease (other than Capital Lease Obligations), license or\nsublicense or concession agreement in the ordinary course of business;\n\n(j)Liens in favor of customs and revenue authorities arising as a matter\nof law to secure payment of customs duties in connection with the\nimportation of goods;\n\n(k)Liens on specific items of inventory or other goods and proceeds\nthereof of any Person securing such Person' obligations in respect of\nbankers'acceptances or letters of credit issued or created for the\naccount of such Person to facilitate the purchase, shipment or storage\nof such inventory or other goods in the ordinary course of business;\n\n ------ -- --\n \n -36- \n ------ -- --\n\na.deposits of cash with the owner or lessor of premises leased and\noperated by the Borrower or any Subsidiary to secure the performance of\nits obligations under the lease for such premises, in each case in the\nordinary course of business;\n\nb.Liens on cash and cash equivalents deposited with a trustee or a\nsimilar Person to defease or to satisfy and discharge any Indebtedness,\n[provided]{.underline} that such defeasance or satisfaction and\ndischarge is permitted hereunder;\n\nc.Liens that are contractual rights of set-off, including (i) relating\nto the establishment of depository relations with banks not given in\nconnection with the issuance of Indebtedness, (ii) relating to pooled\ndeposit or sweep accounts of the Borrower or any of its Subsidiaries to\npermit satisfaction of overdraft or similar obligations incurred in the\nordinary course of business of the Borrower and its Subsidiaries or\n(iii) relating to purchase orders and other agreements entered into with\ncustomers of the Borrower or any of its Subsidiaries in the ordinary\ncourse of business;\n\nd.Liens on cash deposi"}, {"title": "airbnb.txt", "text": "ts of the Borrower and Foreign Subsidiaries\nsubject to a Cash Pooling Arrangement or otherwise over bank accounts of\nthe Borrower and Foreign Subsidiaries maintained as part of the Cash\nPooling Arrangement, in each case securing liabilities for overdrafts of\nthe Borrower and Foreign Subsidiaries participating in such Cash Pooling\nArrangements;\n\ne.Liens arising out of consignment or similar arrangements for the sale\nof goods entered into by the Borrower or any Subsidiary in the ordinary\ncourse of business;\n\nf.pledges or deposits made in the ordinary course of business to secure\nliability to insurance carriers and Liens on insurance policies and the\nproceeds thereof (whether accrued or not), rights or claims against an\ninsurer or other similar asset securing insurance premium financings;\nand\n\ng.Liens on property subject to Sale/Leaseback Transactions permitted\nhereunder and general intangibles related thereto;\n\n[provided]{.underline} that the term \"ermitted Liens\"shall not include\nany Lien securing Indebtedness, other than Liens referred to clauses\n(c), (d), (e), (k) or (m) above securing letters of credit, bank\nguarantees or similar instruments.\n\n\"[Person]{.underline}\"means any natural person, corporation, limited\nliability company, trust, joint venture, association, company,\npartnership, Governmental Authority or other entity.\n\n\"[Plan]{.underline}\"means any \"mployee pension benefit plan,\"as defined\nin Section 3(2) of ERISA (other than a Multiemployer Plan), that is\nsubject to the provisions of Title IV of ERISA or Section 412 of the\nCode or Section 302 of ERISA, and in respect of which the Borrower or\nany of its ERISA Affiliates is (or, if such plan were terminated, would\nunder Section 4069 of ERISA be deemed to be) an \"mployer\"as defined in\nSection 3(5) of ERISA.\n\n\"[Platform]{.underline}\"has the meaning set forth in Section 9.01(d).\n\n\"[Preferred Stock]{.underline}\"means any Equity Interest with\npreferential rights of payment of dividends or upon liquidation,\ndissolution, or winding up.\n\n ------ -- --\n \n -37- \n ------ -- --\n\n\"[Pricing Certificate]{.underline}\"means a certificate substantially in\nthe form of [Exhibit I]{.underline} executed by a Responsible Officer of\nthe Borrower and (a) attaching the KPI Metrics Certificate for the most\nrecently ended fiscal year and setting forth the Sustainability Margin\nAdjustment and the Sustainabilit"}, {"title": "airbnb.txt", "text": "y Fee Adjustment for the period covered\nthereby and computations in reasonable detail in respect thereof and\n\n\\(b\\) solely with respect to the GHG Emissions Intensity only, a report\nof the KPI Metrics Auditor confirming that the KPI Metrics Auditor is\nnot aware of any material modifications that should be made to Borrower'\nGHG Emissions in order for them to be fairly stated.\n\n\"[Prime Rate]{.underline}\"means the rate of interest last quoted by The\nWall Street Journal as the \"rime Rate\"in the U.S. or, if The Wall Street\nJournal ceases to quote such rate, the highest per annum interest rate\npublished by the Federal Reserve Board in Federal Reserve Statistical\nRelease H.15 (519) (Selected Interest Rates) as the \"ank prime loan\"rate\nor, if such rate is no longer quoted therein, any similar rate quoted\ntherein (as determined by the Administrative Agent) or any similar\nrelease by the Federal Reserve Board (as determined by the\nAdministrative Agent). Each change in the Prime Rate shall be effective\nfrom and including the date such change is publicly announced or quoted\nas being effective.\n\n\"[Private Side Lender Representatives]{.underline}\"means, with respect\nto any Lender, representativesof such Lender that are not Public Side\nLender Representatives.\n\n\"[Pro Rata Percentage]{.underline}\"means, with respect to any Lender,\nwith respect to Loans, LC Exposure or Swingline Exposure, a percentage\nequal to a fraction the numerator of which is such Lender' Revolving\nCommitment and the denominator of which is the aggregate Revolving\nCommitments of all Lenders (if the Revolving Commitments have terminated\nor expired, the Pro Rata Percentages shall be determined based upon such\nLender' share of the aggregate Revolving Exposure at that time).\n\n\"[PTE]{.underline}\"means a prohibited transaction class exemption issued\nby the U.S. Department of Labor, as any such exemption may be amended\nfrom time to time.\n\n\"[Public Side Lender Representatives]{.underline}\"means, with respect to\nany Lender, representatives of such Lender that do not wish to receive\nMNPI.\n\n\"[Qualified Acquisition]{.underline}\"means any Acquisition or other\ninvestment that involves cash consideration (it being understood, for\nthe avoidance of doubt, that proceeds from an equity offering shall not\nconstitute cash consideration) of at least \\$750,000,000 and causes the\npro forma Leverage Ratio to be greater than the L"}, {"title": "airbnb.txt", "text": "everage Ratio\nimmediately prior to giving effect to such Acquisition or other\ninvestment.\n\n\"[Rating Agencies]{.underline}\"means S&P and Moody'.\n\n\"[Real Estate Asset]{.underline}\"means an interest in any real property.\n\n\"[Receivables Facility]{.underline}\"means any of one or more receivables\nfinancing facilities as amended, supplemented, modified, extended,\nrenewed, restated or refunded from time to time, the obligations of\nwhich are non-recourse (except for customary representations,\nwarranties, covenants and indemnities made in connection with such\nfacilities) to the Borrower or any of its Subsidiaries (other than a\nReceivables Subsidiary) pursuant to which any Subsidiary sells its\naccounts receivable to either (A) a Person that is not a Subsidiary or\n(B) a Receivables Subsidiary that in turn sells its accounts receivable\nto a Person that is not a Subsidiary.\n\n\"[Receivables Subsidiary]{.underline}\"means any subsidiary formed for\nthe purpose of, and that solely engages only in one or more Receivables\nFacilities and other activities reasonably related thereto.\n\n ------ -- --\n \n -38- \n ------ -- --\n\n\"[Recipient]{.underline}\"means the Administrative Agent or any Lender as\napplicable.\n\n\"[Register]{.underline}\"has the meaning set forth in Section\n9.04(b)(iv).\n\n\"[Related Indemnitee Parties]{.underline}\"means, with respect to any\nspecified Person, (a) any controlling Person or controlled Affiliate of\nsuch Person, (b) the respective directors, officers or employees of such\nPerson or any of its controlling Persons or controlled Affiliates, and\n(c) the respective agents of such Person or any of its controlling\nPersons or controlled Affiliates, in the case of this clause (c), acting\nat the instructions of such Person, controlling person or such\ncontrolled Affiliate.\n\n\"[Related Parties]{.underline}\"means, with respect to any specified\nPerson, such Person' Affiliates and the directors, officers, partners,\nmembers, trustees, employees, agents, administrators, managers,\nrepresentatives and advisors of such Person and of such Person'\nAffiliates.\n\n\"[Release]{.underline}\"means any release, spill, emission, leaking,\ndumping, injection, pouring, deposit, disposal, discharge, dispersal,\nleaching or migration into the environment or within or upon any\nbuilding, structure, facility or fixture.\n\n\"[Relevant Governmental Body]{.underline}\"means (i) with respect to"}, {"title": "airbnb.txt", "text": "a\nBenchmark Replacement in respect of Loans denominated in dollars, the\nFederal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator,\nas applicable, or a committee officially endorsed or convened by the\nFederal Reserve Board and/or the NYFRB or, in each case, any successor\nthereto, (ii) with respect to a Benchmark Replacement in respect of\nLoans denominated in Sterling, the Bank of England, or a committee\nofficially endorsed or convened by the Bank of England or, in each case,\nany successor thereto, (iii) with respect to a Benchmark Replacement in\nrespect of Loans denominated in Euros, the European Central Bank, or a\ncommittee officially endorsed or convened by the European Central Bank\nor, in each case, any successor thereto, and (iv) with respect to a\nBenchmark Replacement in respect of Loans denominated in any other\ncurrency, (a) the central bank for the currency in which such Benchmark\nReplacement is denominated or any central bank or other supervisor which\nis responsible for supervising either (1) such Benchmark Replacement or\n(2) the administrator of such Benchmark Replacement or (b) any working\ngroup or committee officially endorsed or convened by (1) the centralbank for the currency in which such Benchmark Replacement is\ndenominated, (2) any central bank or other supervisor that is\nresponsible for supervising either (A) such Benchmark Replacement or (B)\nthe administrator of such Benchmark Replacement, (3) a group of those\ncentral banks or other supervisors or (4) the Financial Stability Board\nor any part thereof.\n\n\"[Relevant Rate]{.underline}\"means (i) with respect to any Term\nBenchmark Borrowing denominated in dollars, the Adjusted Term SOFR Rate,\n(ii) with respect to any Term Benchmark Borrowing denominated in Euros,\nthe Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark\nBorrowing denominated in Australian Dollars, the BBSY Rate, (iv) with\nrespect to any Term Benchmark Borrowing denominated in Yen, the TIBOR\nRate, (v) with respect to any RFR Borrowing denominated in Sterling, the\napplicable Adjusted Daily Simple RFR or (vi) with respect to any RFR\nBorrowing denominated in Singapore Dollars, the applicable Daily Simple\nRFR, as applicable.\n\n\"[Required Lenders]{.underline}\"means, at any time, Lenders (other than\nDefaulting Lenders) having Revolving Exposures and unused Revolving\nCommitments representing more than 50% of the su"}, {"title": "airbnb.txt", "text": "m of the Aggregate\nRevolving Exposure and the aggregate amount of the unused Revolving\nCommitments at such time.\n\n\"[Resolution Authority]{.underline}\"means an EEA Resolution Authority\nor, with respect to any UK Financial Institution, a UK Resolution\nAuthority.\n\n ------ -- --\n \n -39- \n ------ -- --\n\n\"[Responsible Officer]{.underline}\"means, with respect to any Person,\nthe Financial Officer or any executive vice president, senior vice\npresident, vice president, secretary or assistant secretary of such\nPerson and any other officer or similar official thereof responsible for\nthe administration of the obligations of such Person in respect of this\nAgreement and, as to any document delivered on the Effective Date, any\nsecretary or assistant secretary of such Person.\n\n\"[Revaluation Date]{.underline}\"means (a) with respect to any Loan\ndenominated in any Alternative Currency, each of the following: (i) the\ndate of the Borrowing of such Loan and (ii) each date of a conversion\ninto or continuation of such Loan pursuant to the terms of this\nAgreement; (b) with respect to any Letter of Credit denominated in an\nAlternative Currency, each of the following: (i) the date on whichsuch\nLetter of Credit is issued, (ii) the first Business Day of each calendar\nquarter and (iii) the date of any amendment of such Letter of Credit\nthat has the effect of increasing the face amount thereof; and (c) any\nadditional date as the Administrative Agent may reasonably determine at\nany time when an Event of Default exists.\n\n\"[Revolving Availability Period]{.underline}\"means the period from and\nincluding the Effective Date to but excluding the earlier of the\nMaturity Date and the date of termination of the Revolving Commitments.\n\n\"[Revolving Commitment]{.underline}\"means, with respect to each Lender,\nthe commitment, if any, of such Lender to make Loans, to acquire\nparticipations in Letters of Credit and Swingline Loans hereunder in\neach case with respect to the Borrower, expressed as an amount\nrepresenting the maximum aggregate permitted amount of such Lender'\nRevolving Exposure hereunder, as such commitment may be (a) reduced from\ntime to time pursuant to Section 2.06, (b) increased from time to time\npursuant to Section\n\n2.21 or (c) reduced or increased from time to time pursuant to\nassignments by or to such Lender pursuant to Section 9.04. The initial\namount of each Lender'"}, {"title": "airbnb.txt", "text": "Revolving Commitment is set forth in Schedule\n2.01, or in the Assignment and Assumption pursuant to which such Lender\nshall have assumed its Revolving Commitment, as applicable. The initial\naggregate amount of the Lenders'Revolving Commitments is\n\\$1,000,000,000.\n\n\"[Revolving Commitment Fee]{.underline}\"has the meaning set forth in\nSection 2.09(a).\n\n\"[Revolving Commitment Increase]{.underline}\"has the meaning assigned to\nsuch term in [Section 2.21(a)]{.underline}.\n\n\"[Revolving Commitment Increase Closing Date]{.underline}\"has the\nmeaning assigned to such term in [Section 2.21(b)]{.underline}.\n\n\"[Revolving Exposure]{.underline}\"means, with respect to any Lender at\nany time, the aggregate outstanding principal amount of such Lender'\nLoans, its LC Exposure and its Swingline Exposure.\n\n\"[Revolving Facility]{.underline}\"means the revolving credit, swingline\nand letter of credit, in each case contemplated by [Article\nII]{.underline} and the incremental facilities, if any, contemplated by\n[Section 2.21]{.underline}.\n\n\"[RFR]{.underline}\"means, for any RFR Loan denominated in (a) Sterling,\nSONIA, (b) euros, ESTR, (c) dollars, Daily Simple SOFR and (d) Singapore\nDollars, SORA.\n\n\"[RFR Borrow"}, {"title": "airbnb.txt", "text": "ing]{.underline}\"means, as to any Borrowing, the RFR Loans\ncomprising such Borrowing.\n\n\"[RFR Business Day]{.underline}\"means, for any Loan denominated in (a)\nSterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a\nday on which banks are closed for general business in London, (b) euros,\nany day that is a TARGET Day, except for a (i) Saturday or (ii) a\nSunday, (c) dollars, a U.S. Government\n\n ------ -- --\n \n -40- \n ------ -- --\n\nSecurities Business Day and (d) Singapore Dollars, a day on which banks\nare open for settlement of payments and foreign exchange transactions in\nSingapore.\n\n\"[RFR Interest Day]{.underline}\"has the meaning specified in the\ndefinition of \"aily Simple RFR\"\n\n\"[RFR Loan]{.underline}\"means a Loan that bears interest at a rate based\non the Adjusted Daily Simple RFR or Daily Simple RFR, as applicable.\n\n\"[S&P]{.underline}\"means Standard & Poor' Rating Services, a Standard &\nPoor' Financial Services LLC business, or any successor to its rating\nagency business.\n\n\"[Sale/Leaseback Transaction]{.underline}\"means an arrangement relating\nto property owned by the Borrower or any Subsidiary whereby the Borrower\nor such Subsidiary sells or trans"}, {"title": "airbnb.txt", "text": "fers such property to any Person and\nthe Borrower or any Subsidiary leases such property from such Person or\nits Affiliates.\n\n\"[Sanctioned Country]{.underline}\"means, at any time, a country, region\nor territory that is itself the subject or target of any Sanctions (at\nthe date of this Agreement, the so-called Donetsk People' Republic, the\nso- called Luhansk People' Republic, the Crimea region of Ukraine, Cuba,\nIran, North Korea and Syria).\n\n\"[Sanctioned Person]{.underline}\"means, at any time, (a) any Person\nlisted in any Sanctions-related list of designated Persons maintained by\nOFAC or the U.S. Department of State or by the United Nations Security\nCouncil, the European Union, any European Union member state, HM\nTreasury of the United Kingdom, or any other relevant sanctions\nauthority, (b) any Person located, organized or resident in a Sanctioned\nCountry, (c) any Person 50% or more owned or controlled by any Person or\nPersons described in the preceding clauses (a) and (b), or (d) any\nPerson otherwise the subject of any Sanctions.\n\n\"[Sanctions]{.underline}\"means economic or financial sanctions or trade\nembargoes imposed, administered or enforced from time to time by (a) the\nU.S. government, including those administered by OFAC or the\n\nU.S. Department of State, or (b) the United Nations Security Council,\nthe European Union, any European Union member state or HM Treasury of\nthe United Kingdom, or any other relevant sanctions authority.\n\n\"[SEC]{.underline}\"means the United States Securities and Exchange\nCommission.\n\n\"[Securities Act]{.underline}\"means the United States Securities Act of\n1933.\n\n\"[Similar Business]{.underline}\"means any business and any services,\nactivities or businesses directly related or similar to, or incidental,\ncorollary, synergistic or complementary to any line of business engaged\nin by the Borrower and its subsidiaries on the Effective Date or any\nbusiness activity that is a reasonable extension, development or\nexpansion thereof or ancillary thereto.\n\n\"[Senior Unsecured Rating]{.underline}\"means, with respect to any Rating\nAgency as of any date of determination, (a) the rating by such Rating\nAgency of the senior unsecured long-term indebtedness of the Borrower or\n(b) if, and only if, such Rating Agency shall not have in effect the\nrating referred to in clause (a), the Borrower' \"orporate\ncredit\"(however denominated) rating assigned by such"}, {"title": "airbnb.txt", "text": "Rating Agency.\n\n\"[Singapore Dollars]{.underline}\"means lawful money of the Republic of\nSingapore.\n\n\"[SOFR]{.underline}\"means a rate equal to the secured overnight\nfinancing rate as administered by the SOFR Administrator.\n\n ------ -- --\n \n -41- \n ------ -- --\n\n\"[SOFR Administrator]{.underline}\"means the NYFRB (or a successor\nadministrator of the secured overnight financing rate).\n\n\"[SOFR Administrator' Website]{.underline}\"means the NYFRB' website,\ncurrently at http://www.newyorkfed.org, or any successor source for the\nsecured overnight financing rate identified as such by the SOFR\nAdministrator from time to time.\n\n\"[SOFR Determination Date]{.underline}\"has the meaning specified in the\ndefinition of \"aily Simple\n\nSOFR\"\n\n\"[SOFR Loan]{.underline}\"means a Loan that bears interest at a rate\nbased on the Adjusted Term SOFR Rate.\n\n\"[SOFR Rate Day]{.underline}\"has the meaning specified in the definition\nof \"aily Simple SOFR\"\n\n\"[Sold Entity or Business]{.underline}\"has the meaning specified in the\ndefinition of \"onsolidated EBITDA\"\n\n\"[SONIA]{.underline}\"means, with respect to any Business Day, a rate per\nannum equal to the Sterling Overnight Index Average for such Business\nDay published by the SONIA Administrator on the SONIA Administrator'\nWebsite on the immediately succeeding Business Day.\n\n\"[SONIA Administrator]{.underline}\"means the Bank of England (or any\nsuccessor administrator of the Sterling Overnight Index Average).\n\n\"[SONIA Administrator' Website]{.underline}\"means the Bank of England'\nwebsite, currently at http://www.bankofengland.co.uk, or any successor\nsource for the Sterling Overnight Index Average identified as such by\nthe SONIA Administrator from time to time.\n\n\"[SORA]{.underline}\"means a rate equal to the Singapore Overnight Rate\nAverage as administered by the SORA Administrator, as administrator of\nthe benchmark, on the SORA Administrator' Website; *provided that* if\nSORA as so determined would be less than the Floor, such rate shall be\ndeemed to be equal to the Floor for the purposes of this Agreement.\n\n\"[SORA Administrator]{.underline}\"means the Monetary Authority of\nSingapore (or any successor administrator of the Singapore Overnight\nRate Average).\n\n\"[SORA Administrator' Website]{.underline}\"means the Monetary Authority\nof Singapore' website, currently at https://eservices.mas.gov.sg, or any\nsuccessor website for the Singapore"}, {"title": "airbnb.txt", "text": "Overnight Rate Average officially\ndesignated as such by the SORA Administrator from time to time (or as\npublished by its authorized distributors).\n\n\"[Statutory Reserve Rate]{.underline}\"means a fraction (expressed as a\ndecimal), the numerator of which is the number one and the denominator\nof which is the number one minus the aggregate of the maximum reserve\npercentages (including any marginal, special, emergency or supplemental\nreserves), expressed as a decimal, established by the Board of Governors\nfor eurocurrency funding (currently referred to as \"urocurrency\nLiabilities\"in Regulation D of the Board of Governors). Such reserve\npercentages shall include those imposed pursuant to such Regulation D.\nTerm Benchmark Loans for which the associated Benchmark is adjusted by\nreference to the Statutory Reserve Rate (per the related definition of\nsuch Benchmark) shall be deemed to constitute eurocurrency funding and\nto be subject to such reserve requirements without benefit of or credit\nfor proration, exemptions or offsets that may be available from time to\ntime to any Lender under such Regulation D or any comparable regulation.\nThe Statutory Reserve\n\n ------ -- --\n \n -42------- -- --\n\nRate shall be adjusted automatically on and as of the effective date of\nany change in any reserve percentage.\n\n\"[Sterling]{.underline}\"means the lawful currency of the United Kingdom.\n\n\"[subsidiary]{.underline}\"means, with respect to any Person (the\n\"[parent]{.underline}\" at any date, (a) any Person the accounts of which\nwould be consolidated with those of the parent in the parent'\nconsolidated financial statements if such financial statements were\nprepared in accordance with GAAP as of such date and (b) any other\nPerson (i) of which Equity Interests representing more than 50% of the\nequity value or more than 50% of the ordinary voting power or, in the\ncase of a partnership, more than 50% of the general partnership\ninterests are, as of such date, owned, controlled or held, or (ii) that\nis, as of such date, otherwise Controlled, by the parent or one or more\nsubsidiaries of the parent or by the parent and one or more subsidiaries\nof the parent.\n\n\"[Subsidiary]{.underline}\"means any subsidiary of the Borrower.\n\n\"[Sustainability Fee Adjustment]{.underline}\"with respect to any period\nbetween Sustainability Pricing Adjustment Dates, an amount (whether\npositive, negativ"}, {"title": "airbnb.txt", "text": "e or zero), expressed as a percentage, equal to the sum\nof (a) the GHG Emissions Fee Adjustment Amount plus (b) the Diverse\nSupplier Fee Adjustment Amount, in each case for such period.\n\n\"[Sustainability Margin Adjustment]{.underline}\"with respect to any\nperiod between Sustainability Pricing Adjustment Dates, an amount\n(whether positive, negative or zero), expressed as a percentage, equal\nto the sum of (a) the GHG Emissions Margin Adjustment Amount plus (b)\nthe Diverse Supplier Margin Adjustment Amount, in each case for such\nperiod.\n\n\"[Sustainability Pricing Adjustment Date]{.underline}\"has the meaning\nspecified in [Section 1.13]{.underline}.\n\n\"[Sustainability Table]{.underline}\"means the Sustainability Table set\nforth on [Schedule 1.13]{.underline}.\n\n\"[Swap Contract]{.underline}\"means (a) any and all rate swap\ntransactions, basis swaps, credit derivative transactions, forward rate\ntransactions, commodity swaps, commodity options, forward commodity\ncontracts, equity or equity index swaps or options, bond or bond price\nor bond index swaps or options or forward bond or forward bond price or\nforward bond index transactions, interest rate options, forward foreign\nexchange transactions,cap transactions, floor transactions, collar\ntransactions, currency swap transactions, cross-currency rate swap\ntransactions, currency options, spot contracts, or any other similar\ntransactions or any combination of any of the foregoing (including any\noptions to enter into any of the foregoing), whether or not any such\ntransaction is governed by or subject to any master agreement, and\n\n\\(b\\) any and all transactions of any kind, and the related\nconfirmations, which are subject to the terms and conditions of, or\ngoverned by, any form of master agreement published by the International\nSwaps and Derivatives Association, Inc., any International Foreign\nExchange Master Agreement, or any similar master agreement (any such\nmaster agreement, together with any related schedules, a\n\"[Master]{.underline} [Agreement]{.underline}\", including any such\nobligations or liabilities under any Master Agreement.\n\n\"[Swap Termination Value]{.underline}\"means, in respect of any one or\nmore Swap Contracts, after taking into account the effect of any legally\nenforceable netting agreement relating to such Swap Contracts, (a) for\nany date on or after the date such Swap Contracts have been closed out\nand term"}, {"title": "airbnb.txt", "text": "ination value(s) determined in accordance therewith, such\ntermination value(s), and (b) for any date prior to the date referenced\nin [clause (a)]{.underline}, the amount(s) determined as the\nmark-to-market value(s) for such Swap Contracts, as determined based\nupon one or more mid-market or other readily available quotations\n\n ------ -- --\n \n -43- \n ------ -- --\n\nprovided by any recognized dealer in such Swap Contracts (which may\ninclude a Lender or any Affiliate of a Lender).\n\n\"[Swingline Exposure]{.underline}\"means, at any time, the sum of the\naggregate of all outstanding Swingline Loans. The Swingline Exposure of\nany Lender at any time shall be its Pro Rate Percentage of the aggregate\nSwingline Exposure.\n\n\"[Swingline Lender]{.underline}\"means Morgan Stanley Senior Funding,\nInc., in its capacity as lender of Swingline Loans hereunder.\n\n\"[Swingline Loan]{.underline}\"means a Loan made pursuant to [Section\n2.19]{.underline}.\n\n\"[Syndication Agents]{.underline}\"mean Morgan Stanley, Bank of America,\nN.A., Goldman Sachs Lending Partners LLC, Barclays Bank PLC, Citibank,\nN.A., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., each in its\ncapacity as syndication agent forthe Revolving Facility.\n\n\"[Taxes]{.underline}\"means all present or future taxes, levies, imposts,\nduties, deductions, withholdings (including backup withholding), value\nadded taxes, or any other goods and services, use or sales taxes,\nassessments, fees or other charges imposed by any Governmental\nAuthority, including any interest, additions to tax and penalties\napplicable thereto.\n\n\"[TARGET2]{.underline}\"means the Trans-European Automated Real-time\nGross Settlement Express Transfer payment system which utilizes a single\nshared platform and which was launched on November 19, 2007.\n\n\"[TARGET Day]{.underline}\"means any day on which TARGET2 (or, if such\npayment system ceases to be operative, such other payment system, if\nany, determined by the Administrative Agent to be a suitable\nreplacement) is open for the settlement of payments in Euro.\n\n\"[Term Benchmark]{.underline}\"when used in reference to any Loan or\nBorrowing, refers to whether such Loan, or the Loans comprising such\nBorrowing, are bearing interest at a rate determined by reference to the\nAdjusted EURIBOR Rate, the Adjusted Term SOFR Rate, the BBSY Rate or the\nTIBOR Rate.\n\n\"[Term SOFR Rate]{.underline}\"means,\n\n(a)for any calc"}, {"title": "airbnb.txt", "text": "ulation with respect to a SOFR Loan, the Term SOFR\nReference Rate for a tenor comparable to the applicable Interest Period\non the day (such day, the \"[Periodic Term]{.underline} [SOFR\nDetermination Day]{.underline}\" that is two (2) U.S. Government\nSecurities Business Days prior to the first day of such Interest Period,\nas such rate is published by the CME Term SOFR Administrator; provided,\nhowever, that if as of 5:00 p.m. (New York City time) on any Periodic\nTerm SOFR Determination Day the Term SOFR Reference Rate for the\napplicable tenor has not been published by the CME Term SOFR\nAdministrator and a Benchmark Replacement Date with respect to the Term\nSOFR Reference Rate has not occurred, then the Term SOFR Rate will be\nthe Term SOFR Reference Rate for such tenor as published by the CME Term\nSOFR Administrator on the first preceding U.S. Government Securities\nBusiness Day for which such Term SOFR Reference Rate for such tenor was\npublished by the CME Term SOFR Administrator so long as such first\npreceding U.S. Government Securities Business Day is not more than three\n(3) U.S.\n\nGovernment Securities Business Days prior to such Periodic Term SOFR\nDetermination Day, and\n\n(b)for any calculation with respect to an ABR Loan on any day, the Term\nSOFR Reference Rate for a tenor of one month on the day (such day, the\n\"[ABR Term SOFR]{.underline}\n\n ------ -- --\n \n -44- \n ------ -- --\n\n[Determination Day]{.underline}\" that is two (2) U.S. Government\nSecurities Business Days prior to such day, as such rate is published by\nthe CME Term SOFR Administrator; provided, however, that if as of 5:00\np.m. (New York City time) on any ABR Term SOFR Determination Day the\nTerm SOFR Reference Rate for the applicable tenor has not been published\nby the CME Term SOFR Administrator and a Benchmark Replacement Date with\nrespect to the Term SOFR Reference Rate has not occurred, then the Term\nSOFR Rate will be the Term SOFR Reference Rate for such tenor as\npublished by the CME Term SOFR Administrator on the first preceding U.S.\nGovernment Securities Business Day for which such Term SOFR Reference\nRate for such tenor was published by the CME Term SOFR Administrator so\nlong as such first preceding U.S. Government Securities Business Day is\nnot more than three (3) U.S. Government Securities Business Days prior\nto such ABR SOFR Determination Day.\n\n\"[Term SOFR Reference Rate"}, {"title": "airbnb.txt", "text": "]{.underline}\"means the forward-looking term\nrate based on SOFR.\n\n\"[Termination Date]{.underline}\"means the date upon which all Revolving\nCommitments have terminated, no Letters of Credit are outstanding (or if\nLetters of Credit remain outstanding, as to which the Administrative\nAgent has been furnished a cash deposit or a back up standby letter of\ncredit in accordance with the terms of this Agreement), and the Loans\nand LC Exposure, together with all interest, fees and other\nnon-contingent Obligations, have been paid in full in cash.\n\n\"[TIBOR Rate]{.underline}\"means the rate per annum equal to the Tokyo\nInterbank Offer Rate, as published on the applicable Reuters screen page\n(or such other commercially available source providing such quotations\nas may be designated by the Administrative Agent from time to time) two\n(2) Business Days prior to the commencement of an Interest Period with a\nterm equivalent to such Interest Period; *provided that* if the TIBOR\nRate as so determined would be less than the Floor, such rate shall be\ndeemed to be equal to the Floor for the purposes of this Agreement.\n\n\"[Total Assets]{.underline}\"shall mean total assets of the Borrower and\nits Subsidiarieson a consolidated basis prepared in accordance with\nGAAP, shown on the most recent balance sheet (i) the Borrower and its\nSubsidiaries at such date and (ii) the VIEs at such date;\n[provided]{.underline} that the aggregate amount of assets that may be\nincluded pursuant to this clause (ii) shall not exceed 10.0% of Total\nAssets (calculated prior to giving effect to the addition of such\namounts) as of the applicable date of determination.\n\n\"[Transactions]{.underline}\"means (a) the execution, delivery and\nperformance by the Borrower of the Loan Documents, the borrowing of the\nLoans and the use of proceeds thereof, (b) the Effective Date\nRefinancing, and (c) the payment of fees and expenses in connection with\nthe foregoing.\n\n\"[Type]{.underline}\" when used in reference to any Loan or Borrowing,\nrefers to whether the rate of interest on such Loan, or on the Loans\ncomprising such Borrowing, is determined by reference to the Adjusted\nTerm SOFR Rate, the Adjusted EURIBOR Rate, the BBSY Rate, the TIBOR\nRate, the Adjusted Daily Simple RFR, the Daily Simple RFR or the\nAlternate Base Rate.\n\n\"[UCC]{.underline}\"or \"[Uniform Commercial Code]{.underline}\"means the\nUniform Commercial Code as in effec"}, {"title": "airbnb.txt", "text": "t from time to time in the State of\nNew York..\n\n\"[UK Financial Institutions]{.underline}\"means any BRRD Undertaking (as\nsuch term is defined under the PRA Rulebook (as amended from time to\ntime) promulgated by the United Kingdom Prudential Regulation Authority)\nor any person falling within IFPRU 11.6 of the FCA Handbook (as amended\nfrom time to time) promulgated by the United Kingdom Financial Conduct\nAuthority, which includes certain credit institutions and investment\nfirms, and certain affiliates of such credit institutions or investment\nfirms.\n\n ------ -- --\n \n -45- \n ------ -- --\n\n\"[UK Resolution Authority]{.underline}\"means the Bank of England or any\nother public administrative authority having responsibility for the\nresolution of any UK Financial Institution.\n\n\"[Unadjusted Benchmark Replacement]{.underline}\"means the applicable\nBenchmark Replacement excluding the related Benchmark Replacement\nAdjustment.\n\n\"[U.S. Government Securities Business Day]{.underline}\"means any day\nexcept for (i) a Saturday, (ii) a Sunday or (iii) a day on which the\nSecurities Industry and Financial Markets Association recommends that\nthe fixed income departments of its members be closed for the entire day\nfor purposes of trading in United States government securities.\n\n\"[USA PATRIOT Act]{.underline}\"means the Uniting and Strengthening\nAmerica by Providing Appropriate Tools Required to Intercept and\nObstruct Terrorism Act of 2001.\n\n\"[VIE]{.underline}\"has the meaning specified in [Section\n1.12]{.underline}.\n\n\"[Voting Shares]{.underline}\"means, with respect to any Person,\noutstanding shares of capital stock or other Equity Interests of any\nclass of such Person entitled to vote in the election of directors, or\notherwise to participate in the direction of the management and\npolicies, of such Person, excluding shares or other Equity Interests\nentitled so to vote or participate only upon the happening of some\ncontingency.\n\n\"[wholly owned]{.underline}\" when used in reference to a subsidiary of\nany Person, means that all the Equity Interests in such subsidiary\n(other than directors'qualifying shares and other nominal amounts of\nEquity Interests that are required to be held by other Persons under\napplicable law) are owned, beneficially and of record, by such Person,\nanother wholly owned subsidiary of such Person or any combination\nthereof.\n\n\"[Withdrawal Liability]{.un"}, {"title": "airbnb.txt", "text": "derline}\"means liability to a Multiemployer\nPlan as a result of a complete or partial withdrawal from such\nMultiemployer Plan, as such terms are defined in Part I of Subtitle E of\nTitle IV of ERISA.\n\n\"[Write-Down and Conversion Powers]{.underline}\"means, (a) with respect\nto any EEA Resolution Authority, the write-down and conversion powers of\nsuch EEA Resolution Authority from time to time under the Bail-In\nLegislation for the applicable EEA Member Country, which write-down and\nconversion powers are described in the EU Bail-In Legislation Schedule,\nand (b) with respect to the United Kingdom, any powers of the applicable\nResolution Authority under the Bail-In Legislation to cancel, reduce,\nmodify or change the form of a liability of any UK Financial Institution\nor any contract or instrument under which that liability arises, to\nconvert all or part of that liability into shares, securities or\nobligations of that person or any other person, to provide that any such\ncontract or instrument is to have effect as if a right had been\nexercised under it or to suspend any obligation in respect of that\nliability or any of the powers under that Bail-In Legislation that are\nrelated to or ancilla"}, {"title": "airbnb.txt", "text": "ry to any of those powers.\n\n\"[Yen]{.underline}\"means lawful money of Japan.\n\nSECTION 1.02.\u00a0\u00a0\u00a0\u00a0[Classification of Loans and Borrowings]{.underline}.\nFor purposes of this Agreement, Loans and Borrowings may be classified\nand referred to by Type ([e.g]{.underline}., a \"BR Loan\" \"erm Benchmark\nLoan\"or \"FR Loan\"or \"BR Borrowing\" \"erm Benchmark Borrowing\"or \"FR\nBorrowing\".\n\nSECTION 1.03.\u00a0\u00a0\u00a0\u00a0[Terms Generally]{.underline}. The definitions of terms\nherein shall apply equally to the singular and plural forms of the terms\ndefined. Whenever the context may require, any pronoun shall include the\ncorresponding masculine, feminine and neuter forms. The words \"nclude\"\n\"ncludes\"and \"ncluding\"shall be deemed to be followed by the phrase\n\"ithout limitation\" The word \"ill\"shall be\n\n ------ -- --\n \n -46- \n ------ -- --\n\nconstrued to have the same meaning and effect as the word \"hall\" The\nwords \"sset\"and \"roperty\"shall be construed to have the same meaning and\neffect and to refer to any and all real and personal, tangible and\nintangible assets and properties. The word \"aw\"shall be construed as\nreferring to all statutes, rules, regulations, codes and other laws\n(including official ruli"}, {"title": "airbnb.txt", "text": "ngs and interpretations thereunder having the\nforce of law or with which affected Persons customarily comply), and all\njudgments, orders, writs and decrees, of all Governmental Authorities.\nAll references to \"n the ordinary course of business\"of the Borrower or\nany Subsidiary thereof means (i) in the ordinary course of business of,\nor in furtherance of an objective that is in the ordinary course of\nbusiness of the Borrower or such Subsidiary, as applicable, (ii)\ncustomary and usual in the industry or industries of the Borrower and\nits Subsidiaries in the United States or any other jurisdiction in which\nthe Borrower or any Subsidiary does business, as applicable, or (iii)\ngenerally consistent with the past or current practice of the Borrower\nor such Subsidiary, as applicable, or any similarly situated businesses\nof the United States or any other jurisdiction in which the Borrower or\nany Subsidiary does business, as applicable. With respect to any Default\nor Event of Default, the words \"xists\" \"s continuing\"or similar\nexpressions with respect thereto shall mean that the Default or Event of\nDefault has occurred and has not yet been cured or waived. Except as\notherwise provided hereinand unless the context requires otherwise, (a)\nany definition of or reference to any agreement, instrument or other\ndocument (including this Agreement and the other Loan Documents) shall\nbe construed as referring to such agreement, instrument or other\ndocument as from time to time amended, restated, supplemented or\notherwise modified (subject to any restrictions on such amendments,\nrestatements, supplements or modifications set forth herein), (b) any\ndefinition of or reference to any statute, rule or regulation shall be\nconstrued as referring thereto as from time to time amended,\nsupplemented or otherwise modified, and all references to any statute\nshall be construed as referring to all rules, regulations, rulings and\nofficial interpretations promulgated or issued thereunder, (c) any\nreference herein to any Person shall be construed to include such\nPerson' successors and assigns (subject to any restrictions on\nassignment set forth herein) and, in the case of any Governmental\nAuthority, any other Governmental Authority that shall have succeeded to\nany or all functions thereof, (d) the words \"erein\" \"ereof\"and\n\"ereunder\" and words of similar import, shall be construed to refer to\nthi"}, {"title": "airbnb.txt", "text": "s Agreement in its entirety and not to any particular provision\nhereof and (e) all references herein to Articles, Sections, Exhibits and\nSchedules shall be construed to refer to Articles and Sections of, and\nExhibits and Schedules to, this Agreement.\n\nSECTION 1.04.\u00a0\u00a0\u00a0\u00a0[Accounting Terms; GAAP; Pro Forma\nCalculations]{.underline}.\n\n(a)Except as otherwise expressly provided herein, all terms of an\naccounting or financial nature used herein shall be construed in\naccordance with GAAP as in effect from time to time;\n[provided]{.underline} that (i) if the Borrower, by notice to the\nAdministrative Agent, shall request an amendment to any provision hereof\nto eliminate the effect of any change occurring after the date hereof in\nGAAP or in the application thereof on the operation of such provision\n(or if the Administrative Agent or the Required Lenders, by notice to\nthe Borrower, shall request an amendment to any provision hereof for\nsuch purpose), regardless of whether any such notice is given before or\nafter such change in GAAP or in the application thereof, then such\nprovision shall be interpreted on the basis of GAAP as in effect and\napplied immediately before such change shall have become effective until\nsuch notice shall have been withdrawn or such provision amended in\naccordance herewith and (ii) notwithstanding any other provision\ncontained herein, all terms of an accounting or financial nature used\nherein shall be construed (other than for purposes of Sections 3.04,\n5.01(a) and 5.01(b)), and all computations of amounts and ratios\nreferred to herein shall be made, (A) without giving effect to (x) any\nelection under Financial Accounting Standards Board Accounting Standards\nCodification 825 (or any other Accounting Standards Codification having\na similar result or effect) (and related interpretations) to value any\nIndebtedness at \"air value\" as defined therein, or (y) any other\naccounting principle that results in any Indebtedness being reflected on\na balance sheet at an amount less than the stated principal amount\nthereof, (B) without giving effect to any treatment of Indebtedness in\nrespect of convertible debt instruments under Accounting Standards\n\n ------ -- --\n \n -47- \n ------ -- --\n\nCodification 470-20 (or any other Accounting Standards Codification\nhaving a similar result or effect) (and related interpretations) to\nvalue any such Indebte"}, {"title": "airbnb.txt", "text": "dness in a reduced or bifurcated manner as\ndescribed therein, and such Indebtedness shall at all times be valued at\nthe full stated principal amount thereof, and (C) without giving effect\nto any change in accounting for leases resulting from the implementation\nof Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic\n842), to the extent any lease (or similar arrangement conveying the\nright to use) would be required to be treated as a capital lease where\nsuch lease (or similar arrangement) would not have been required to be\nso treated under GAAP as in effect on December 31, 2015.\n\n(b)All pro forma computations required to be made hereunder giving\neffect to any transaction shall be calculated after giving pro forma\neffect thereto (and, in the case of any pro forma computations made\nhereunder to determine whether such transaction is permitted to be\nconsummated hereunder, to any other such transaction consummated since\nthe first day of the period covered by any component of such pro forma\ncomputation and on or prior to the date of such computation) as if such\ntransaction had occurred on the first day of the period of four\nconsecutive fiscal quarters ending with the most recent fiscal quarter\nfor which financial statements shall have been delivered pursuant to\nSection 5.01(a) or 5.01(b) (or, prior to the delivery of any such\nfinancial statements, ending with the last fiscal quarter included in\nthe financial statements referred to in Section 3.04(a)), and, to the\nextent applicable, to the historical earnings and cash flows associated\nwith the assets acquired or disposed of and any related incurrence or\nreduction of Indebtedness, all in accordance with Article 11 of\nRegulation S-X under the Securities Act. If any Indebtedness bears a\nfloating rate of interest and is being given pro forma effect, the\ninterest on such Indebtedness shall be calculated as if the rate in\neffect on the date of determination had been the applicable rate for the\nentire period (taking into account any Hedging Agreement applicable to\nsuch Indebtedness if such Hedging Agreement has a remaining term in\nexcess of 12 months).\n\n(c)Whenever the Borrower elects to give pro forma effect in accordance\nwith Section 1.04(b) above for the implementation of any restructuring,\noperational initiative, business optimization, operational or technology\nchange or improvement, the pro forma calcula"}, {"title": "airbnb.txt", "text": "tions shall be made in good\nfaith by a financial officer of the Borrower and may include, for the\navoidance of doubt, the amount of \"un- rate\"cost savings, operating\nexpense reductions, operating initiatives, other operating improvements\nand synergies projected by the Borrower in good faith to be realizable\nas a result of specified actions taken, committed to be taken or\nexpected to be taken in the good faith determination of the Borrower\n(calculated on a pro forma basis as though such cost savings, operating\nexpense reductions, operating initiatives, other operating improvements\nand synergies had been realized in full on the first day of such period\nand as if such cost savings, operating expense reductions, operating\ninitiatives, other operating improvements and synergies were realized in\nfull during the entirety of such period and \"un-rate\"means the full\nrecurring benefit for a period that is associated with any action taken,\ncommitted to be taken or with respect to which substantial steps have\nbeen taken or are expected to be taken (including any savings expected\nto result from the elimination of a public target' compliance costs with\npublic company requirements), whether priorto or following the\nEffective Date, net of the amount of actual benefits realized during\nsuch period from such actions, and any such adjustments (herein, the\n\"[Pro Forma]{.underline} [Adjustments]{.underline}\" shall be included in\nthe initial pro forma calculations of such financial ratios or tests and\nduring any subsequent four quarter period in which the effects thereof\nare expected to be realizable) relating to such transactions or actions;\nprovided that (a) such amounts are reasonably identifiable and factually\nsupportable, (b) such actions have been taken or substantial steps have\nbeen taken or are expected to be taken (in the reasonable and good faith\ndetermination of the Borrower and as certified to by the chief executive\nofficer, chief financial officer, treasurer, chief accounting officer or\ncontroller of the Borrower in a certificate delivered to the\nAdministrative Agent), within 24 months after the consummation or\ncommencement, as applicable, of any change that is expected to result in\nsuch cost savings or synergies, (c) no amounts shall be added to the\nextent duplicative of any amounts that are otherwise added back in\ncomputing Consolidated EBITDA (or any other componen"}, {"title": "airbnb.txt", "text": "ts thereof), whether\n\n ------ -- --\n \n -48- \n ------ -- --\n\nthrough a pro forma adjustment or otherwise, with respect to such period\nand (d) the aggregate amount of such Pro Forma Adjustments (together\nwith all amounts added back under clause (l) of the definition of\nConsolidated EBITDA) shall not exceed 15% of Consolidated EBITDA of the\nBorrower for the period of four consecutive fiscal quarters most\nrecently ended prior to the determination date (calculated after giving\neffect to any adjustments pursuant to this Section 1.04(c) and clause\n(l) of the definition of Consolidated EBITDA).\n\nSECTION 1.05.\u00a0\u00a0\u00a0\u00a0[Currency Translation]{.underline}.\n\n(a)All references in the Loan Documents to Loans, Letters of Credit,\nObligations, covenant baskets and other amounts shall be denominated in\ndollars unless expressly provided otherwise. Compliance with all such\ndollar denominated amounts shall be based on the Dollar Equivalent of\nany amounts denominated or reported under a Loan Document in a currency\nother than dollars and shall be determined by the Administrative Agent\non any Revaluation Date. Notwithstanding anything herein to the\ncontrary, if any Obligation is funded and expressly denominated in a\ncurrency other than dollars, the Borrower shall repay such Obligation\n(including any interest thereon) in such other currency. All fees\npayable under [Section 2.09]{.underline} shall be payable in dollars.\nNotwithstanding anything to the contrary in this Agreement, with respect\nto the amount of any Indebtedness, Lien, or affiliate transaction, no\nDefault or Event of Default shall be deemed to have occurred solely as a\nresult of any dollar basket being exceeded due to a change in the rate\nof currency exchange occurring after the time of any such specified\ntransaction so long as such specified transaction was permitted at the\ntime incurred, made, acquired, committed, entered or declared. No\nDefault or Event of Default shall arise as a result of any limitation or\nthreshold set forth in dollars in Section 7.01(f), (g) or (k) being\nexceeded solely as a result of changes in currency exchange rates from\nthose rates applicable on the last day of the fiscal quarter immediately\npreceding the fiscal quarter in which such determination occurs or in\nrespect of which such determination is being made.\n\n(b)Wherever in this Agreement in connection with a Borrowing,\nconversi"}, {"title": "airbnb.txt", "text": "on, continuation or prepayment of a Term Benchmark Loan or a RFR\nLoan or the issuance, amendment or extension of a Letter of Credit, an\namount, such as a required minimum or multiple amount, is expressed in\ndollars, but such Borrowing, Loan or Letter of Credit is denominated in\nan Alternative Currency, such amount shall be the Dollar Equivalent of\nsuch amount (rounded to the nearest unit of such Alternative Currency,\nwith 0.5 of a unit being rounded upward), as determined by the\nAdministrative Agent or the Issuing Bank, as the case may be.\n\nSECTION 1.06.\u00a0\u00a0\u00a0\u00a0[Rounding]{.underline}. The calculation of any\nfinancial ratios under this Agreement shall be calculated by dividing\nthe appropriate component by the other component, carrying the result to\none place more than the number of places by which such ratio is\nexpressed herein and rounding the result up or down to the nearest\nnumber (with a rounding-down if there is no nearest number).\n\nSECTION 1.07.\u00a0\u00a0\u00a0\u00a0[Interest Rates]{.underline}. The interest rate on a\nLoan denominated in dollars or an Alternative Currency may be derived\nfrom an interest rate benchmark that may be discontinued or is, or may\nin the future become, the subject of regulatory reform. Upon the\noccurrence of a Benchmark Transition Event, Section 2.11(b) provides a\nmechanism for determining an alternative rate of interest. The\nAdministrative Agent does not warrant or accept any responsibility for,\nand shall not have any liability with respect to, the administration,\nsubmission, performance or any other matter related to any interest rate\nused in this Agreement, or with respect to any alternative or successor\nrate thereto, or replacement rate thereof, including without limitation,\nwhether the composition or characteristics of any such alternative,\nsuccessor or replacement reference rate will be similar to, or produce\nthe same value or economic equivalence of, the existing interest rate\nbeing replaced or have the same volume or liquidity as did any existing\ninterest rate prior to its discontinuance or unavailability. The\nAdministrative Agent and\n\n ------ -- --\n \n -49- \n ------ -- --\n\nits affiliates and/or other related entities may engage in transactions\nthat affect the calculation of any interest rate used in this Agreement\nor any alternative, successor or alternative rate (including any\nBenchmark Replacement) and/or any relevant ad"}, {"title": "airbnb.txt", "text": "justments thereto, in each\ncase, in a manner adverse to the Borrower. The Administrative Agent may\nselect information sources or services in its reasonable discretion to\nascertain any interest rate used in this Agreement, any component\nthereof, or rates referenced in the definition thereof, in each case\npursuant to the terms of this Agreement, and shall have no liability to\nthe Borrower, any Lender or any other person or entity for damages of\nany kind, including direct or indirect, special, punitive, incidental or\nconsequential damages, costs, losses or expenses (whether in tort,\ncontract or otherwise and whether at law or in equity), for any error or\ncalculation of any such rate (or component thereof) provided by any such\ninformation source or service.\n\nSECTION 1.08.\u00a0\u00a0\u00a0\u00a0[Divisions]{.underline}. For all purposes under the\nLoan Documents, in connection with any division or plan of division\nunder Delaware law (or any comparable event under a different\njurisdiction' laws): (a) if any asset, right, obligation or liability of\nany Person becomes the asset, right, obligation or liability of a\ndifferent Person, then it shall be deemed to have been transferred from\nthe original Person to the subsequent Person, and (b) if any new Person\ncomes into existence, such new Person shall be deemed to have been\norganized and acquired on the first date of its existence by the holders\nof its Equity Interests at such time.\n\nSECTION 1.09.\u00a0\u00a0\u00a0\u00a0[Times of Day]{.underline}. Unless otherwise specified,\nall references herein to times of day shall be references to Eastern\ntime (daylight or standard, as applicable).\n\nSECTION 1.10.\u00a0\u00a0\u00a0\u00a0[Timing of Payment and Performance]{.underline}. When\nthe payment of any obligation or the performance of any covenant, duty\nor obligation is stated to be due or performance required on a day which\nis not a Business Day, the date of such payment or performance shall\nextend to the immediately succeeding Business Day and such extension of\ntime shall be reflected in computing interest or fees, as the case may\nbe.\n\nSECTION 1.11.\u00a0\u00a0\u00a0\u00a0[Letter of Credit Amounts]{.underline}. Unless\notherwise specified herein, the amount of a Letter of Credit at any time\nshall be deemed to be the amount of such Letter of Credit available to\nbe drawn at such time; provided that with respect to any Letter of\nCredit that, by its terms or the terms of any Letter of Credit Agreement\nrelated"}, {"title": "airbnb.txt", "text": "thereto, provides for one or more automatic increases in the\navailable amount thereof, the amount of such Letter of Credit shall be\ndeemed to be the maximum amount of such Letter of Credit after giving\neffect to all such increases, whether or not such maximum amount is\navailable to be drawn at such time.\n\nSECTION 1.12.\u00a0\u00a0\u00a0\u00a0[Consolidation of Variable Interest\nEntities]{.underline}. All references herein to the determination of any\namount for the Borrower and its Subsidiaries on a consolidated basis or\nany similar reference shall, in each case (other than as set forth in\nthe definition of \"otal Assets\", be deemed to exclude each variable\ninterest entity (\"[VIE]{.underline}\" that the Borrower is required to\nconsolidate pursuant to Statement of Financial Accounting Standard No.\n167 as if such variable interest entity were a Subsidiary as defined\nherein. For the avoidance of doubt, each VIE shall not constitute a\nSubsidiary for purposes of this Agreement and, as such, will not be\ntaken into account for any financial calculations, including, without\nlimitation, determining Consolidated EBITDA, Fixed Charges, Consolidated\nNet Income, Total Assets (other than as set forth in the definitionof\n\"otal Assets\" and Consolidated Total Indebtedness.\n\nSECTION 1.13.\u00a0\u00a0\u00a0\u00a0[Sustainability Adjustments]{.underline}.\n\n(a)The Borrower may, at its election, deliver a Pricing Certificate to\nthe Administrative Agent in respect of the most recently ended fiscal\nyear, commencing with the fiscal year ended December 31, 2022, on any\ndate prior to the date that is 270 days following the last day of such\nfiscal year (the\n\n ------ -- --\n \n -50- \n ------ -- --\n\n\"[Initial Delivery Date]{.underline}\"; *provided* that the Pricing\nCertificate for any fiscal year may be delivered on any date following\nthe Initial Delivery Date that is prior to the date that is 365 days\nfollowing the last day of the preceding fiscal year, so long as such\nPricing Certificate includes a certification that delivery of such\nPricing Certificate on or before the Initial Delivery Date was not\npossible because (i) the information required to calculate the KPI\nMetrics for such preceding fiscal year was not available at such time or\n(ii) the report of the KPI Metrics Auditor, if relevant, was not\navailable at such time (the date of the Administrative Agent' receipt\nthereof, each a \"[Pricing Certificate Date"}, {"title": "airbnb.txt", "text": "]{.underline}\". Upon delivery\nof a Pricing Certificate in respect of a fiscal year, (i) the Applicable\nRate for the Loans incurred by the Borrower shall be increased or\ndecreased (or neither increased nor decreased), as applicable, pursuant\nto the Sustainability Margin Adjustment as set forth in the KPI Metrics\nCertificate delivered with such Pricing Certificate, and (ii) the\nApplicable Rate for the Revolving Commitment Fee shall be increased or\ndecreased (or neither increased or decreased), as applicable, pursuant\nto the Sustainability Fee Adjustment as set forth in such KPI Metrics\nCertificate. For purposes of the foregoing, the Sustainability Margin\nAdjustment and the Sustainability Fee Adjustment shall be determined as\nof the fifth Business Day following the Pricing Certificate Date for\nsuch Pricing Certificate based upon the KPI Metrics for such fiscal year\nset forth in the KPI Metrics Certificate delivered with such Pricing\nCertificate and the calculations of the Sustainability Margin Adjustment\nand the Sustainability Fee Adjustment in such KPI Metrics Certificate\n(such fifth Business Day, a \"[Sustainability Pricing Adjustment\nDate]{.underline}\". Each change in the ApplicableRate on any\nSustainability Pricing Adjustment Date shall be effective during the\nperiod commencing on and including such Sustainability Pricing\nAdjustment Date and ending on the date immediately preceding the next\nSustainability Pricing Adjustment Date.\n\n(b)For the avoidance of doubt, only one Pricing Certificate may be\ndelivered in respect of any fiscal year. It is further understood and\nagreed that the Applicable Rate for Loans incurred by the Borrower will\nnever be reduced or increased by more than 0.050% and that the\nApplicable Rate for the Revolving Commitment Fee will never be reduced\nor increased by more than 0.010%, pursuant to the Sustainability Margin\nAdjustment and the Sustainability Fee Adjustment, respectively, on any\nSustainability Pricing Adjustment Date. For the avoidance of doubt, any\nadjustment to the Applicable Rate for such Loans or such Revolving\nCommitment Fee by reason of meeting one or both KPI Metrics in any\nfiscal year shall not be cumulative year-over-year. The adjustments\npursuant to this Section made on any Sustainability Pricing Adjustment\nDate shall only apply for the period until the date immediately\npreceding the next Sustainability Pricing Adjustm"}, {"title": "airbnb.txt", "text": "ent Date.\n\n(c)If, for any fiscal year, either (i) no Pricing Certificate shall have\nbeen delivered for such fiscal year or (ii) the Pricing Certificate\ndelivered for such fiscal year shall fail to include the Diverse\nSupplier Spend Percentage or GHG Emissions Intensity for such fiscal\nyear, then the Sustainability Margin Adjustment will be positive 0.050%\nand/or the Sustainability Fee Adjustment will be positive 0.010%, as\napplicable, in each case commencing on the last day such Pricing\nCertificate could have been delivered in accordance with the terms of\n[clause (a)]{.underline} above (it being understood that, in the case of\nthe foregoing clause (ii), the Sustainability Margin Adjustment or the\nSustainability Fee Adjustment will be determined in accordance with such\nPricing Certificate to the extent the (A) Sustainability Margin\nAdjustment or the Sustainability Fee Adjustment is included in such\nPricing Certificate and (B) the Administrative Agent has separately\nreceived the Diverse Supplier Spend Percentage and/or GHG Emissions\nIntensity, as applicable).\n\n(d)If (i) the Borrower becomes aware of any material inaccuracy in the\nSustainability Margin Adjustment, the Sustainability Fee Adjustment or\nthe KPI Metrics as reported in a Pricing Certificate (any such material\ninaccuracy, a \"[Pricing Certificate Inaccuracy]{.underline}\", and (ii) a\nproper calculation of the Sustainability Margin Adjustment,\nSustainability Fee Adjustment or the KPI Metrics would have resulted in\nan increase in the Applicable Rate for the Loans incurred by the\nBorrower and the Revolving Commitment Fee for any period, the Borrower\nshall notify the Administrative Agent of such inaccuracy\n\n ------ -- --\n \n -51- \n ------ -- --\n\nand (x) commencing on the Business Day following receipt by the\nAdministrative Agent of such notice, the Applicable Rate for the Loans\nand the Revolving Commitment Fee shall be adjusted to reflect the\ncorrected calculations of the Sustainability Margin Adjustment,\nSustainability Fee Adjustment or the KPI Metrics, as applicable, and (y)\nthe Borrower shall be obligated to pay to the Administrative Agent for\nthe account of the applicable Lenders, promptly on demand (and in any\nevent within 10 Business Days) by the Administrative Agent an amount\nequal to the excess of (1) the amount of interest for the Loans and\nRevolving Commitment Fees that should h"}, {"title": "airbnb.txt", "text": "ave been paid for such period\nover (2) the amount of interest for the Loans and Revolving Commitment\nFees actually paid for such period. If the Borrower becomes aware of any\nPricing Certificate Inaccuracy and, in connection therewith, if a proper\ncalculation of the Sustainability Margin Adjustment, Sustainability Fee\nAdjustment or the KPI Metrics would have resulted in a decrease in the\nApplicable Rate for the Loans and the Revolving Commitment Fee for any\nperiod during any period, then, upon receipt by the Administrative Agent\nof notice from the Borrower of such Pricing Certificate Inaccuracy\n(which notice shall include corrections to the calculations of the\nSustainability Margin Adjustment, Sustainability Fee Adjustment or the\nKPI Metrics, as applicable) (x) commencing on the Business Day following\nreceipt by the Administrative Agent of such notice, the Applicable Rate\nfor the Loans and the Revolving Commitment Fee shall be adjusted to\nreflect the corrected calculations of the Sustainability Margin\nAdjustment, Sustainability Fee Adjustment or the KPI Metrics, as\napplicable, and (y) an amount equal to the excess of (1) the amount of\ninterest and fees actually paid for such periodover (2) the amount of\ninterest and fees that should have been paid for such period shall be\ncredited to the account of the Borrower and shall reduce the amount of\ninterest for the Loans and Revolving Commitment Fees owing by the\nBorrower in future periods to the Lenders (on a pro rata basis) on the\ndate of payment of such interest for the Loans or Revolving Commitment\nFees for such future period.\n\n(e)It is understood and agreed that any Pricing Certificate Inaccuracy\nshall not constitute a Default or Event of Default and, notwithstanding\nanything to the contrary herein, unless such amounts shall be due upon\nthe occurrence of an actual or deemed entry of an order for relief with\nrespect to a Borrower under the Bankruptcy Code (or any comparable event\nunder non-U.S. Debtor Relief Laws),\n\n\\(i\\) any nonpayment of such additional amounts prior to or upon such\ndemand for payment by Administrative Agent shall not constitute a\nDefault (whether retroactively or otherwise) and (ii) none of such\nadditional amounts shall be deemed overdue prior to the date that is 10\nBusiness Days after such a demand or shall accrue interest at the rate\nprovided in [Section 2.10(f)]{.underline} prior to the d"}, {"title": "airbnb.txt", "text": "ate that is 10\nBusiness Days after such a demand. For the avoidance of doubt, the\nfailure by the Borrower to deliver a Pricing Certificate shall not under\nany circumstance constitute a Default or an Event of Default.\n\n(f)Each party hereto hereby agrees that the Administrative Agent shall\nnot have any responsibility for (or liability in respect of) reviewing,\nauditing or otherwise evaluating any calculation by the Borrower of any\nSustainability Margin Adjustment or Sustainability Fee Adjustment (or\nany of the data or computations that are part of or related to any such\ncalculation) set forth in any Pricing Certificate (and the\nAdministrative Agent may rely conclusively on any such certificate,\nwithout further inquiry).\n\n ------ -- --\n \n -52- \n ------ -- --\n\nARTICLE II\n\n[The Credits]{.underline}\n\nSECTION 2.01.\u00a0\u00a0\u00a0\u00a0[Commitments]{.underline}.\n\n(a)Subject to the terms and conditions set forth herein, each Lender\nagrees to make Loans in any Agreed Currency to the Borrower from time to\ntime during the Revolving Availability Period in an aggregate principal\namount that will not result in such Lender' Revolving Exposure exceeding\nsuch Lender' Revolving Commitment or the Ag"}, {"title": "airbnb.txt", "text": "gregate Revolving Exposure\nexceeding the Aggregate Revolving Commitment. Within the foregoing\nlimits and subject to the terms and conditions set forth herein, the\nBorrower may borrow, prepay and reborrow Loans without premium or\npenalty (but subject to Section 2.13, if applicable).\n\nSECTION 2.02.\u00a0\u00a0\u00a0\u00a0[Loans and Borrowings]{.underline}.\n\n(a)Each Loan (other than a Swingline Loan) shall be made as part of a\nBorrowing consisting of Loans of the same Type made by the Lenders\nratably in accordance with their respective Revolving Commitments. The\nfailure of any Lender to make any Loan required to be made by it shall\nnot relieve any other Lender of its obligations hereunder;\n[provided]{.underline} that the Revolving Commitments of the Lenders are\nseveral and no Lender shall be responsible for any other Lender' failure\nto make Loans as required. Any Swingline Loan shall be made in\naccordance with the procedures set forth in [Section 2.19]{.underline}.\n\n(b)Subject to Sections 2.11 and 2.12, each Borrowing (other than\nSwingline Loans) shall be comprised (i) in the case of Borrowings in\ndollars, entirely of ABR Loans or Term Benchmark Loans, (ii) in the case\nof Borrowings in Euros, entirely of"}, {"title": "airbnb.txt", "text": "Term Benchmark Loans, (iii) in the\ncase of Borrowings in Sterling, entirely of RFR Loans, (iv) in the case\nof Borrowings in Yen or Australian Dollars, entirely of Term Benchmark\nLoans, and (v) in the case of Borrowings in Singapore Dollars, entirely\nof RFR Loans, in each case, denominated in the applicable currency,\nbearing interest at the Relevant Rate and as the Borrower may request in\naccordance herewith. Each Swingline Loan shall be an ABR Loan\ndenominated in dollars. Each Lender at its option may make any Loan by\ncausing any domestic or foreign branch or Affiliate of such Lender to\nmake such Loan; [provided]{.underline} that any exercise of such option\nshall not affect the obligation of the Borrower to repay such Loan in\naccordance with the terms of this Agreement.\n\n(c)At the commencement of each Interest Period for any Term Benchmark\nBorrowing, such Borrowing shall be in an aggregate amount that is an\nintegral multiple of \\$1,000,000 and not less than\n\n\\$1,000,000; [provided]{.underline} that a Term Benchmark Borrowing that\nresults from a continuation of an outstanding Term Benchmark Borrowing,\nas applicable, may be in an aggregate amount that is equal to such\noutstanding Borrowing. At the time that each ABR Borrowing and/or RFR\nBorrowing is made, such Borrowing shall be in an aggregate amount that\nis an integral multiple of \\$1,000,000 and not less than\n\n\\$1,000,000; [provided]{.underline} that an ABR Borrowing may be in an\naggregate amount that is equal to the entire unused balance of the\nAggregate Revolving Commitment. Borrowings of more than one Type may be\noutstanding at the same time; [provided]{.underline} that there shall\nnot at any time be more than a total of eleven (11) (or such greater\nnumber as may be agreed to by the Administrative Agent), Term Benchmark\nBorrowings and RFR Borrowings outstanding.\n\n(d)Notwithstanding any other provision of this Agreement, the Borrower\nshall not be entitled to request, or to elect to convert to or continue,\nany Term Benchmark Borrowing if the Interest Period requested with\nrespect thereto would end after the Maturity Date.\n\n ------ -- --\n \n -53- \n ------ -- --\n\nSECTION 2.03.\u00a0\u00a0\u00a0\u00a0[Requests for Borrowings]{.underline}. To request a\nBorrowing, the Borrower shall notify the Administrative Agent of such\nrequest by telephone or in writing (a) in the case of a Term Benchmark\nBorrowing denominate"}, {"title": "airbnb.txt", "text": "d in dollars, not later than 12:30 p.m., New York\nCity time, three U.S. Government Securities Business Days before the\ndate of the proposed Borrowing, (b) in the case of a Term Benchmark\nBorrowing denominated in Euros, not later than 9:00 a.m., New York City\ntime, three Business Days before the date of the proposed Borrowing, (c)\nin the case of a Term Benchmark Borrowing denominated in Yen or\nAustralian Dollars, not later than 12:30 p.m., New York City time, four\nBusiness Days before the date of the proposed Borrowing, (d) in the case\nof an RFR Borrowing denominated in Sterling, not later than 11:00 a.m.,\nNew York City time, three RFR Business Days before the date of the\nproposed Borrowing, (e) in the case of an RFR Borrowing denominated in\nSingapore Dollars, not later than 12:30 p.m., New York City time, four\nRFR Business Days before the date of the proposed Borrowing or (f) in\nthe case of an ABR Borrowing, not later than 11:00 a.m., New York City\ntime, on the day of the proposed Borrowing; [provided]{.underline} that\nany such notice of an ABR Borrowing to finance the reimbursement of an\nLC Disbursement as contemplated by [Section 2.20(e)]{.underline} may be\ngiven not\n\nlater than"}, {"title": "airbnb.txt", "text": "11:00 a.m. on the date of the proposed Borrowing. Each such\ntelephonic and written Borrowing Request shall be irrevocable and shall\nbe made (or, if telephonic, confirmed promptly) by hand delivery or\nfacsimile to the Administrative Agent of an executed written Borrowing\nRequest. Each such telephonic and written Borrowing Request shall\nspecify the following information in compliance with Section 2.02:\n\n(i)the Borrower, the aggregate amount and Agreed Currency of such\nBorrowing;\n\n(ii)the date of such Borrowing, which shall be a Business Day;\n\n(iii)whether such Borrowing is to be an ABR Borrowing, a Term Benchmark\nBorrowing or an RFR Borrowing;\n\n(iv)in the case of a Term Benchmark Borrowing, the initial Interest\nPeriod to be applicable thereto, which shall be a period contemplated by\nthe definition of the term \"nterest Period\" and\n\n(v)the location and number of the account of the Borrower to which funds\nare to be disbursed.\n\nIf no election as to the currency of a Borrowing is specified, then the\nrequested Borrowing shall be made in dollars. If no election as to the\nType of Borrowing is specified, then the requested Borrowing shall be an\nABR Borrowing in dollars. If no Interest Periodis specified with\nrespect to any requested Term Benchmark Borrowing, then the Borrower\nshall be deemed to have selected an Interest Period of one month'\nduration. Promptly following receipt of a Borrowing Request in\naccordance with this Section, the Administrative Agent shall advise each\nLender of the details thereof and of the amount of such Lender' Loan to\nbe made as part of the requested Borrowing.\n\nSECTION 2.04.\u00a0\u00a0\u00a0\u00a0[Funding of Borrowings]{.underline}.\n\n(a)Each Lender shall make each Loan to be made by it hereunder on the\nproposed date thereof by wire transfer of immediately available funds by\n11:00 a.m., New York City time (or, in the case of ABR Loans, such later\ntime as shall be two hours after the delivery by the Borrower of a\nBorrowing Request therefor in accordance with Section 2.03), in each\ncase, to the account of the Administrative Agent most recently\ndesignated by it for such purpose by notice to the Lenders;\n[provided]{.underline} that Swingline Loans shall be made as provided in\n[Section 2.19]{.underline}. The Administrative Agent will make such\nLoans available to the Borrower by promptly remitting the amounts so\nreceived, in like funds, to an\n\n ------ -- --"}, {"title": "airbnb.txt", "text": "-54- \n ------ -- --\n\naccount of the Borrower; [provided]{.underline} that ABR Loans made to\nfinance the reimbursement of an LC Disbursement as provided in [Section\n2.20(e)]{.underline} shall be remitted by the Administrative Agent to\nthe Applicable Issuing Bank.\n\na.Unless the Administrative Agent shall have received notice from a\nLender prior to the proposed date of any Borrowing that such Lender will\nnot make available to the Administrative Agent such Lender' share of\nsuch Borrowing, the Administrative Agent may assume that such Lender has\nmade such share available on such date in accordance with paragraph (a)\nof this Section and may, in reliance on such assumption, make available\nto the Borrower a corresponding amount. In such event, if a Lender has\nnot in fact made its share of the applicable Borrowing available to the\nAdministrative Agent, then the applicable Lender and the Borrower\nseverally agree to pay to the Administrative Agent forthwith on written\ndemand such corresponding amount with interest thereon, for each day\nfrom and including the date such amount is made available to the\nBorrower to but excluding the date of payment to the Administrative\nAgent, at (i) in the case of a payment to be made by such Lender, the\ngreater of the applicable Overnight Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on\ninterbank compensation or (ii) in the case of a payment to be made by\nthe Borrower, the interest rate applicable to ABR Loans or, in the case\nof Alternative Currencies, in accordance with such market practice, in\neach case, as applicable. If the Borrower and such Lender shall pay such\ninterest to the Administrative Agent for the same or an overlapping\nperiod, the Administrative Agent shall promptly remit to the Borrower\nthe amount of such interest paid by the Borrower for such period. If\nsuch Lender pays such amount to the Administrative Agent, then such\namount shall constitute such Lender' Loan included in such Borrowing.\nAny payment by the Borrower shall be without prejudice to any claim the\nBorrower may have against a Lender that shall have failed to make such\npayment to the Administrative Agent.\n\nSECTION 2.05.\u00a0\u00a0\u00a0\u00a0[Interest Elections]{.underline}.\n\n(a)Each Borrowing initially shall be of the Type and Agreed Currency\nand, in the case of a Term Benchmark Borrowing, shall have an initial\nInt"}, {"title": "airbnb.txt", "text": "erest Period as specified in the applicable Borrowing Request or as\notherwise provided in Section 2.03. Thereafter, the Borrower may elect\nto convert such Borrowing to a Borrowing of a different Type or to\ncontinue such Borrowing and, in the case of a Term Benchmark Borrowing,\nmay elect Interest Periods therefor, all as provided in this Section;\n*provided* that no SOFR Loan may be converted to a Daily Simple SOFR\nloan prior to the implementation of Daily Simple SOFR pursuant to\nSection 2.11. The Borrower may elect different options with respect to\ndifferent portions of the affected Borrowing, in which case each such\nportion shall be allocated ratably among the Lenders holding the Loans\ncomprising such Borrowing, and the Loans comprising each such portion\nshall be considered a separate Borrowing.\n\n(b)To make an election pursuant to this Section, the Borrower shall\nnotify the Administrative Agent of such election by telephone or in\nwriting by the time that a Borrowing Request would be required under\nSection 2.03 if the Borrower were requesting a Borrowing of the Type\nresulting from such election to be made on the effective date of such\nelection. Each such telephonic and written Interest Election Request\nshall be irrevocable and shall be made (or, if telephonic, confirmed\npromptly) by hand delivery, facsimile or electronic mail to the\nAdministrative Agent of an executed written Interest Election Request.\nEach telephonic and written Interest Election Request shall specify the\nfollowing information in compliance with Section 2.02:\n\n(i)the Borrower, the Agreed Currency and the Borrowing to which such\nInterest Election Request applies and, if different options are being\nelected with respect to different portions thereof, the portions thereof\nto be allocated to each resulting Borrowing (in which case\n\n ------ -- --\n \n -55- \n ------ -- --\n\nthe information to be specified pursuant to clauses (iii) and (iv) below\nshall be specified for each resulting Borrowing);\n\ni.the effective date of the election made pursuant to such Interest\nElection Request, which shall be a Business Day;\n\nii.whether the resulting Borrowing is to be an ABR Borrowing, a Term\nBenchmark Borrowing or an RFR Borrowing; and\n\niii.if the resulting Borrowing is to be a Term Benchmark Borrowing, the\nInterest Period to be applicable thereto after giving effect to such\nelection, which shal"}, {"title": "airbnb.txt", "text": "l be a period contemplated by the definition of the\nterm \"nterest Period.\"\n\nIf any such Interest Election Request requests a Term Benchmark\nBorrowing but does not specify an Interest Period, then the Borrower\nshall be deemed to have selected an Interest Period of one month'\nduration.\n\n(c)Promptly following receipt of an Interest Election Request in\naccordance with this Section, the Administrative Agent shall advise each\nLender of the details thereof and of such Lender' portion of each\nresulting Borrowing.\n\n(d)If the Borrower fails to deliver a timely Interest Election Request\nwith respect to a Term Benchmark Borrowing prior to the end of the\nInterest Period applicable thereto, then, unless such Borrowing is\nrepaid as provided herein, at the end of such Interest Period such\nBorrowing shall be continued as a Term Benchmark Borrowing in the same\nAgreed Currency for an additional Interest Period of one month.\nNotwithstanding any contrary provision hereof, if an Event of Default\nunder clause (h) or\n\n\\(i\\) of Section 7.01 has occurred and is continuing with respect to the\nBorrower, or if any other Event of Default has occurred and is\ncontinuing and the Administrative Agent, at the request of (x) in the\ncase of a Borrowing denominated in dollars, the Required Lenders and (y)\nin the case of a Borrowing denominated in an Alternative Currency, the\nRequired Lenders have notified the Borrower of the election to give\neffect to this sentence on account of such other Event of Default, then,\nin each such case, so long as such Event of Default is continuing, (i)\nno outstanding Borrowing may be converted to or continued as a Term\nBenchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark\nBorrowing denominated in dollars shall be converted to an ABR Borrowing\nat the end of the Interest Period applicable thereto, (y) each Term\nBenchmark Borrowing and each RFR Borrowing, in each case denominated in\nEuros or Sterling, shall bear interest at the Central Bank Rate for the\napplicable Agreed Currency plus the CBR Spread and (z) each Term\nBenchmark Borrowing and each RFR Borrowing, in each case denominated in\nYen, Singapore Dollars and Australian Dollars, shall be prepaid in full,\nin the case of Singapore Dollars, immediately and, in the case of Yen\nand Australian Dollars, at the end of the applicable Interest Period;\nprovided that, if the Administrative Agent determines (whi"}, {"title": "airbnb.txt", "text": "ch\ndetermination shall be conclusive and binding absent manifest error)\nthat the Central Bank Rate for the applicable Agreed Currency cannot be\ndetermined, any outstanding affected Term Benchmark Loans denominated in\nany Agreed Currency shall either be (A) converted to an ABR Borrowing\ndenominated in dollars (in an amount equal to the Dollar Equivalent of\nsuch Alternative Currency) at the end of the Interest Period, as\napplicable, therefor or (B) prepaid at the end of the applicable\nInterest Period, as applicable, in full; provided that if no election is\nmade by the Borrower by the earlier of (x) the date that is three\nBusiness Days after receipt by the Borrower of such notice and (y) the\nlast day of the current Interest Period for the applicable Term\nBenchmark Loan, the Borrower shall be deemed to have elected clause (A)\nabove.\n\n ------ -- --\n \n -56- \n ------ -- --\n\nSECTION 2.06.\u00a0\u00a0\u00a0\u00a0[Termination and Reduction of Revolving\nCommitments]{.underline}.\n\n(a)Unless previously terminated, the Revolving Commitments shall\nautomatically terminate on the Maturity Date.\n\n(b)The Borrower may at any time terminate, or from time to time\npermanently reduce, the Revolving Commitments; [provided]{.underline}\nthat (i) each reduction of the Revolving Commitments shall be in an\namount that is an integral multiple of \\$1,000,000 and not less than\n\\$5,000,000, (ii) the Borrower shall not terminate or reduce the\nRevolving Commitments if, after giving effect to any concurrent\nprepayment of the Loans in accordance with Section 2.08, the Aggregate\nRevolving Exposure would exceed the Aggregate Revolving Commitment and\n(iii) the other Revolving Exposure limitations set forth in Sections\n\n2.01 and 2.02 shall be satisfied after giving effect to any such\nreduction.\n\n(c)\\[Reserved\\].\n\n(d)The Borrower shall notify the Administrative Agent of any election to\nterminate or reduce the Revolving Commitments under paragraph (b) of\nthis Section at least three Business Days prior to the effective date of\nsuch termination or reduction, specifying the effective date thereof.\nPromptly following receipt of any such notice, the Administrative Agent\nshall advise the Lenders of the contents thereof. Each notice delivered\nby the Borrower pursuant to this Section shall be irrevocable;\n[provided]{.underline} that a notice of termination or reduction of the\nRevolving Commitments under paragr"}, {"title": "airbnb.txt", "text": "aph (b) of this Section may state that\nsuch notice is conditioned upon the occurrence of one or more events\nspecified therein, in which case such notice may be revoked by the\nBorrower (by notice to the Administrative Agent) on or prior to the\nspecified effective date if such condition is not satisfied. Any\ntermination or reduction of the Revolving Commitments shall be\npermanent. Each reduction of the Revolving Commitments shall be made\nratably among the Lenders in accordance with their respective Revolving\nCommitments.\n\nSECTION 2.07.\u00a0\u00a0\u00a0\u00a0[Repayment of Loans; Evidence of Debt]{.underline}.\n\n(a)The Borrower hereby unconditionally promises to pay to the\nAdministrative Agent for the account of each Lender the then unpaid\nprincipal amount of each Loan of such Lender made to the Borrower on the\nMaturity Date. The Borrower hereby unconditionally promises to pay to\nthe Administrative Agent for the account of the Swingline Lenders the\nthen unpaid principal amount of each Swingline Loan made to the Borrower\non the earlier of the Maturity Date and the fifth Business Day after\nsuch Swingline Loan is made; *provided* that on each date that a\nRevolving Borrowing is made, the Borrower shall repayall Swingline\nLoans then outstanding and the proceeds of any such Borrowing shall be\napplied by the Administrative Agent to repay any Swingline Loans\noutstanding.\n\n(b)The records maintained by the Administrative Agent and the Lenders\nshall (in the case of the Lenders, to the extent they are not\ninconsistent with the records maintained by the Administrative Agent\npursuant to Section 9.04(b)(iv)) be [prima facie]{.underline} evidence\nof the existence and amounts of the obligations of the Borrower in\nrespect of the Loans, interest and fees due or accrued hereunder;\n[provided]{.underline} that the failure of the Administrative Agent or\nany Lender to maintain such records or any error therein shall not in\nany manner affect the obligation of the Borrower to pay any amounts due\nhereunder in accordance with the terms of this Agreement.\n\n(c)Any Lender may request that Loans made by it be evidenced by a\npromissory note. In such event, the Borrower shall prepare, execute and\ndeliver to such Lender a promissory note payable to such Lender and its\nregistered assigns and in a form approved by the Administrative Agent.\nThereafter, the Loans evidenced by such promissory note and interest\nthereon s"}, {"title": "airbnb.txt", "text": "hall at all times (including after\n\n ------ -- --\n \n -57- \n ------ -- --\n\nassignment pursuant to Section 9.04) be represented by one or more\npromissory notes in such form payable to the payee named therein and its\nregistered assigns.\n\nSECTION 2.08.\u00a0\u00a0\u00a0\u00a0[Prepayment of Loans]{.underline}.\n\n(a)The Borrower shall have the right at any time and from time to time\nto prepay any Borrowing in whole or in part, without premium or penalty,\nsubject to the requirements of this Section.\n\n(b)The Borrower shall notify the Administrative Agent by delivery of a\nNotice of Loan Prepayment of any optional prepayment hereunder (i) in\nthe case of prepayment of a Term Benchmark Borrowing denominated in\ndollars, not later than 12:30 p.m., New York City time, three U.S.\nGovernment Securities Business Days before the date of prepayment, (ii)\nin the case of prepayment of a Term Benchmark Borrowing denominated in\nEuros, not later than 9:00 a.m., New York City time, three Business Days\nbefore the date of prepayment, (iii) in the case of a prepayment of a\nTerm Benchmark Borrowing denominated in Yen or Australian Dollars, not\nlater than 12:30 p.m., New York City time, four Business Days before the\ndate of prepayment, (iv) in the case of a prepayment of an RFR Borrowing\ndenominated in Sterling, not later than 11:00 a.m., New York City time,\nthree RFR Business Days before the date of prepayment, (v) in the case\nof a prepayment of an RFR Borrowing denominated in Singapore Dollars,\nnot later than 12:30 p.m., New York City time, four RFR Business Days\nbefore the date of prepayment and (vi) in the case of prepayment of an\nABR Borrowing, not later than 11:00 a.m., New York City time, one\nBusiness Day before the date of prepayment. Each such notice shall be\nirrevocable and shall specify the prepayment date, the Agreed Currency\nand the Borrowing or Borrowings to be prepaid and the principal amount\nof each such Borrowing or portion thereof to be prepaid;\n[provided]{.underline} that a Notice of Loan Prepayment may state that\nsuch notice is conditioned upon the occurrence of one or more events\nspecified therein, in which case such notice may be revoked by the\nBorrower (by notice to the Administrative Agent) on or prior to the\nspecified effective date if such condition is not satisfied. Promptly\nfollowing receipt of any such notice, the Administrative Agent shall\nadvise the Lenders of"}, {"title": "airbnb.txt", "text": "the contents thereof. Each partial prepayment of\nany Borrowing shall be in an amount that would be permitted in the case\nof an advance of a Borrowing of the same Type as provided in Section\n2.02. Each prepayment of a Borrowing shall be applied ratably to the\nLoans included in the prepaid Borrowing. Prepayments shall be\naccompanied by accrued interest to the extent required by Section 2.10.\n\n(c)In the event and on such occasion that the total Aggregate Revolving\nExposure exceeds the Aggregate Revolving Commitments or any other\nRevolving Exposure limitations set forth in Sections\n\n2.01 and 2.02 are not satisfied, the Borrower shall promptly prepay the\nLoans, LC Exposure and/or Swingline Loans in an aggregate amount equal\nto such excess. All prepayments required by this Section 2.08(c) shall\nbe applied to reduce the outstanding principal balance of the Loans,\nincluding Swingline Loans (without a permanent reduction of the any\nCommitment) and to cash collateralize outstanding LC Exposure.\n\nSECTION 2.09.\u00a0\u00a0\u00a0\u00a0[Fees]{.underline}.\n\n(a)The Borrower agrees to pay to the Administrative Agent for the\naccount of each Lender a commitment fee (the \"[Revolving Commitment\nFee]{.underline}\", which shall accrue at the Applicable Rate on the\ndaily amount of the Available Revolving Commitment of such Lender during\nthe period from and including the Effective Date to but excluding the\ndate on which such Revolving Commitment terminates. Accrued Revolving\nCommitment Fees in respect of the Revolving Commitments shall be payable\nin arrears on the last Business Day of each March, June, September and\nDecember of each year and on the date on which the Revolving Commitments\nterminate, commencing on the first such date to occur after the\nEffective Date. All Revolving Commitment Fees shall be computed on the\nbasis of a year of 360 days\n\n ------ -- --\n \n -58- \n ------ -- --\n\nand shall be payable for the actual number of days elapsed (including\nthe first day but excluding the last day).\n\n(b)The Borrower agrees to pay to the Administrative Agent, for its own\naccount, fees payable in the amounts and at the times separately agreed\nupon between the Borrower and the Administrative Agent, including\npursuant to the Engagement Letter.\n\n(c)All fees payable hereunder shall be paid on the dates due, in\nimmediately available funds, to (i) in the case of the Revolving\nCommitment Fees, t"}, {"title": "airbnb.txt", "text": "he Administrative Agent for distribution to the\nLenders entitled thereto and (ii) in the case of any fees payable to the\nAdministrative Agent for its own account, to the Administrative Agent.\nFees paid shall not be refundable under any circumstances.\n\n(d)The Borrower agree to pay (i) to the Administrative Agent for the\naccount of each Lender a participation fee with respect to its\nparticipations in Letters of Credit at a *per annum* rate equal to the\nApplicable Rate applicable to Term Benchmark Loans, on the average daily\namount of such Lender' LC Exposure (excluding any portion thereof\nattributable to unreimbursed LC Disbursements) during the period from\nand including the Effective Date to but excluding the later of the date\non which such Lender' Revolving Commitment terminates and the date on\nwhich such Lender ceases to have any LC Exposure, and (ii) to each\nIssuing Bank a fronting fee, which shall accrue at the rate of 0.125%\n*per annum* on the average daily amount of the LC Exposure (excluding\nany portion thereof attributable to unreimbursed LC Disbursements)\nduring the period from and including the Effective Date to but excluding\nthe later of the date of termination of the Revolving Commitments and\nthe date on which there ceases to be any LC Exposure, as well as such\nIssuing Bank' standard fees with respect to the issuance, amendment,\ncancellation, negotiation, transfer, renewal or extension of any Letter\nof Credit or processing of drawings thereunder. Participation fees and\nfronting fees accrued through and including the last day of March, June,\nSeptember and December of each year shall be payable on such day,\ncommencing on the first such date to occur after the Effective Date;\n[provided]{.underline} that all such fees shall be payable on the date\non which the Revolving Commitments terminate and any such fees accruing\nafter the date on which the Commitments terminate shall be payable on\ndemand. Any other fees payable to an Issuing Bank pursuant to this\nparagraph shall be payable within 30 days after written demand. All\nparticipation fees and fronting fees shall be computed on the basis of a\nyear of 360 days and shall be payable for the actual number of days\nelapsed.\n\nSECTION 2.10.\u00a0\u00a0\u00a0\u00a0[Interest]{.underline}.\n\n(a)The Loans comprising each ABR Borrowing (including each Swingline\nLoan to the Borrower) shall bear interest at the Alternate Base Rate\nplus the"}, {"title": "airbnb.txt", "text": "Applicable Rate.\n\n(b)\\[Reserved\\].\n\n(c)The Loans comprising each Term Benchmark Borrowing shall bear\ninterest at the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the\nBBSY Rate or the TIBOR Rate, as applicable, for the Interest Period in\neffect for such Borrowing plus the Applicable Rate.\n\n(d)Each RFR Loan shall bear interest at a rate per annum equal to (i)\nwith respect to any RFR Borrowing denominated in Sterling, the\napplicable Adjusted Daily Simple RFR, (ii) with respect to any RFR\nBorrowing denominated in Singapore Dollars, the applicable Daily Simple\nRFR and (iii) with respect to any RFR Borrowing denominated in dollars,\nthe applicable Adjusted Daily Simple RFR plus, in each case, the\nApplicable Rate.\n\n(e)\\[Reserved\\].\n\n ------ -- --\n \n -59- \n ------ -- --\n\n(f)Notwithstanding the foregoing, if an Event of Default under Section\n7.01(a) or (b) shall have occurred and be continuing, whether at stated\nmaturity, upon acceleration or otherwise, then, upon the written request\nof the Required Lenders until the related defaulted amount shall have\nbeen paid in full, to the extent permitted by law, such overdue amount\nshall bear interest, after as well as before judgment, at a rate per\nannum equal to (i) in the case of overdue principal of any Loan, 2.00%\nper annum plus the rate otherwise applicable to such Loan as provided in\nthe preceding paragraphs of this Section or (ii) in the case of overdue\ninterest, overdue fees or any other amounts on any Loan with respect to\nany Revolving Commitment, 2.00% per annum plus the rate applicable to\nABR Loans, as provided in paragraph (a) of this Section.\n\n(g)Accrued interest on each Loan shall be payable in arrears on each\nInterest Payment Date for such Loan and upon the termination of the\nRevolving Commitments; [provided]{.underline} that (i) interest accrued\npursuant to paragraph (f) of this Section shall be payable on written\ndemand of the Required Lenders, (ii) in the event of any repayment or\nprepayment of any Loan (other than a prepayment of an ABR Loan prior to\nthe end of the Revolving Availability Period), accrued interest on the\nprincipal amount repaid or prepaid shall be payable on the date of such\nrepayment or prepayment and (iii) in the event of any conversion of a\nTerm Benchmark Loan prior to the end of the current Interest Period\ntherefor, accrued interest on such Loan shall be payable"}, {"title": "airbnb.txt", "text": "on the\neffective date of such conversion. Any accrued and unpaid interest on\nany Loan shall be due and payable on the date such Loan is repaid.\n\n(h)Interest computed by reference to any Term Benchmark hereunder shall\nbe computed on the basis of a year of 360 days. Interest computed by\nreference to the Daily Simple RFR or the Alternate Base Rate shall be\ncomputed on the basis of a year of 365 days (or 366 days in a leap\nyear). In each case interest shall be payable for the actual number of\ndays elapsed (including the first day but excluding the last day). All\ninterest hereunder on any Loan shall be computed on a daily basis based\nupon the outstanding principal amount of such Loan as of the applicable\ndate of determination. The applicable Term Benchmark or Daily Simple RFR\nshall be determined by the Administrative Agent, and such determination\nshall be conclusive absent manifest error.\n\nSECTION 2.11.\u00a0\u00a0\u00a0\u00a0[Inability to Determine Rates]{.underline}.\n\n(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.11,\nif:\n\n(i)the Administrative Agent determines (which determination shall be\nconclusive absent manifest error) (A) prior to the commencement of any\nInterest Period for a Term Benchmark Borrowing, that adequate and\nreasonable means do not exist for ascertaining the Term Benchmark for\nthe applicable Agreed Currency and such Interest Period or (B) at any\ntime, that adequate and reasonable means do not exist for ascertaining\nthe applicable Daily Simple RFR or Adjusted Daily Simple RFR for the\napplicable Agreed Currency; or\n\n(ii)the Administrative Agent is advised by the Required Lenders that (A)\nprior to the commencement of any Interest Period for a Term Benchmark\nBorrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the\nBBSY Rate or the TIBOR Rate for the applicable Agreed Currency and such\nInterest Period will not adequately and fairly reflect the cost to such\nLenders (or Lender) of making or maintaining their Loans (or its Loan)\nincluded in such Borrowing for the applicable Agreed Currency and such\nInterest Period or (B) at any time, the applicable Adjusted Daily Simple\nRFR, Daily Simple RFR, Daily Simple ESTR or ESTR for the applicable\nAgreed Currency will not adequately and fairly reflect the cost to such\nLenders (or Lender) of making or maintaining their Loans (or its Loan)\nincluded in such Borrowing for the applicable Agreed Currency"}, {"title": "airbnb.txt", "text": ";\n\n ------ -- --\n \n -60- \n ------ -- --\n\nthen the Administrative Agent shall give notice thereof to the Borrower\nand the Lenders by telephone, telecopy or electronic mail as promptly as\npracticable thereafter and, until (x) the Administrative Agent notifies\nthe Borrower and the Lenders that the circumstances giving rise to such\nnotice no longer exist with respect to the relevant Benchmark and (y)\nthe Borrower delivers a new Interest Election Request in accordance with\nthe terms of Section 2.05 or a new Borrowing Request in accordance with\nthe terms of Section 2.03, (A) for Loans denominated in dollars, (1) any\nInterest Election Request that requests the conversion of any Borrowing\nto, or continuation of any Borrowing as, a Term Benchmark Borrowing\nshall instead be deemed to be an Interest Election Request for an ABR\nBorrowing and (2) any Borrowing Request that requests a Term Benchmark\nBorrowing shall instead be deemed to be a Borrowing Request for an ABR\nBorrowing and (B) for Loans denominated in an Alternative Currency, any\nInterest Election Request that requests the conversion of any Borrowing\nto, or continuation of any Borrowing as, a Term Benchmark Borrowingor\nan RFR Borrowing and any Borrowing Request that requests a Term\nBenchmark Borrowing or an RFR Borrowing, in each case for the relevant\nBenchmark, shall be ineffective; [provided]{.underline} that if the\ncircumstances giving rise to such notice affect only one Type of\nBorrowings, then all other Types of Borrowings shall be permitted.\n\nFurthermore, if any Term Benchmark Loan or RFR Loan in any Agreed\nCurrency is outstanding on the date of the Borrower' receipt of the\nnotice from the Administrative Agent referred to in this Section 2.11(a)\nwith respect to a Relevant Rate applicable to such Term Benchmark Loan\nor RFR Loan, then until\n\n\\(x\\) the Administrative Agent notifies the Borrower and the Lenders\nthat the circumstances giving rise to such notice no longer exist with\nrespect to the relevant Benchmark and (y) the Borrower delivers a new\nInterest Election Request in accordance with the terms of Section 2.05\nor a new Borrowing Request in accordance with the terms of Section 2.03,\n(A) for Loans denominated in dollars, (1) any Term Benchmark Loan shall\non the last day of the Interest Period applicable to such Loan (or the\nnext succeeding Business Day if such day is not a Business D"}, {"title": "airbnb.txt", "text": "ay), be\nconverted by the Administrative Agent to, and shall constitute, an ABR\nLoan, on such day and (B) for Loans denominated in an Alternative\nCurrency, (1) any Term Benchmark Loan shall, on the last day of the\nInterest Period applicable to such Loan (or the next succeeding Business\nDay if such day is not a Business Day) bear interest at the Central Bank\nRate for the applicable Alternative Currency plus the CBR Spread;\nprovided that, if the Administrative Agent determines (which\ndetermination shall be conclusive and binding absent manifest error)\nthat the Central Bank Rate for the applicable Alternative Currency\ncannot be determined, any outstanding affected Term Benchmark Loans\ndenominated in any Alternative Currency shall, at the Borrower' election\nprior to such day: (A) be prepaid by the Borrower on such day or (B)\nsolely for the purpose of calculating the interest rate applicable to\nsuch Term Benchmark Loan, such Term Benchmark Loan denominated in any\nAlternative Currency shall be deemed to be a Term Benchmark Loan\ndenominated in dollars and shall accrue interest at the same interest\nrate applicable to Term Benchmark Loans denominated in dollars at such\ntime and (2) any RFR Loan shall bear interest at the Central Bank Rate\nfor the applicable Alternative Currency plus the CBR Spread;\n[provided]{.underline} that, if the Administrative Agent determines\n(which determination shall be conclusive and binding absent manifest\nerror) that the Central Bank Rate for the applicable Alternative\nCurrency cannot be determined, any outstanding affected RFR Loans\ndenominated in any Alternative Currency, at the Borrower' election,\nshall either (A) be converted into ABR Loans denominated in dollars (in\nan amount equal to the Dollar Equivalent of such Alternative Currency)\nimmediately or (B) be prepaid in full immediately.\n\n(b)Notwithstanding anything to the contrary herein or in any other Loan\nDocument, if a Benchmark Transition Event and its related Benchmark\nReplacement Date have occurred prior to any setting of the then-current\nBenchmark, then (x) if a Benchmark Replacement is determined in\naccordance with clause (1) or (2) of the definition of \"enchmark\nReplacement\"with respect to dollars in the case of clause (1) or Euros\nin the case of clause (2) for such Benchmark Replacement Date, such\nBenchmark Replacement will replace such Benchmark for all purposes\nhereunder an"}, {"title": "airbnb.txt", "text": "d under any Loan Document in respect of such Benchmark\nsetting and subsequent Benchmark settings without any amendment to, or\n\n ------ -- --\n \n -61- \n ------ -- --\n\nfurther action or consent of any other party to, this Agreement or any\nother Loan Document and (y) if a Benchmark Replacement is determined in\naccordance with clause (3) of the definition of \"enchmark\nReplacement\"with respect to any Agreed Currency for such Benchmark\nReplacement Date, such Benchmark Replacement will replace such Benchmark\nfor all purposes hereunder and under any Loan Document in respect of any\nBenchmark setting at or after 5:00 p.m. (New York City time) on the\nfifth (5th) Business Day after the date notice of such Benchmark\nReplacement is provided to the Lenders without any amendment to, or\nfurther action or consent of any other party to, this Agreement or any\nother Loan Document so long as the Administrative Agent has not\nreceived, by such time, written notice of objection to such Benchmark\nReplacement from Lenders comprising the Required Lenders.\n\n(c)Notwithstanding anything to the contrary herein or in any other Loan\nDocument, the Administrative Agent (in consultation with the Borrower)\nwill have the right to make Benchmark Replacement Conforming Changes\nfrom time to time and, notwithstanding anything to the contrary herein\nor in any other Loan Document, any amendments implementing such\nBenchmark Replacement Conforming Changes will become effective without\nany further action or consent of any other party to this Agreement or\nany other Loan Document.\n\n(d)The Administrative Agent will promptly notify the Borrower and the\nLenders of (i) the implementation of any Benchmark Replacement and (ii)\nthe effectiveness of any Benchmark Replacement Conforming Changes. The\nAdministrative Agent will notify the Borrower of (i) the removal or\nreinstatement of any tenor of a Benchmark pursuant to clause (e) below\nand (ii) the commencement of any Benchmark Unavailability Period. Any\ndetermination, decision or election that may be made by the\nAdministrative Agent or, if applicable, any Lender (or group of Lenders)\npursuant to this Section 2.11, including any determination with respect\nto a tenor, rate or adjustment or of the occurrence or non- occurrence\nof an event, circumstance or date and any decision to take or refrain\nfrom taking any action or any selection, will be conclu"}, {"title": "airbnb.txt", "text": "sive and binding\nabsent manifest error and may be made in its or their sole discretion\nand without consent from any other party to this Agreement or any other\nLoan Document, except, in each case, as expressly required pursuant to\nthis Section 2.11.\n\n(e)Notwithstanding anything to the contrary herein or in any other Loan\nDocument, at any time (including in connection with the implementation\nof a Benchmark Replacement), (i) if the then- current Benchmark is a\nterm rate and either (A) any tenor for such Benchmark is not displayed\non a screen or other information service that publishes such rate from\ntime to time as selected by the Administrative Agent in its reasonable\ndiscretion or (B) the regulatory supervisor for the administrator of\nsuch Benchmark has provided a public statement or publication of\ninformation announcing that any tenor for such Benchmark is or will be\nno longer representative, then the Administrative Agent may modify the\ndefinition of \"nterest Period\"for any Benchmark settings at or after\nsuch time to remove such unavailable or non-representative tenor and\n(ii) if a tenor that was removed pursuant to clause (i) above either (A)\nis subsequently displayed on a screenor information service for a\nBenchmark (including a Benchmark Replacement) or (B) is not, or is no\nlonger, subject to an announcement that it is or will no longer be\nrepresentative for a Benchmark (including a Benchmark Replacement), then\nthe Administrative Agent may modify the definition of \"nterest\nPeriod\"for all Benchmark settings at or after such time to reinstate\nsuch previously removed tenor.\n\n(f)Upon the Borrower' receipt of notice of the commencement of a\nBenchmark Unavailability Period, the Borrower may revoke any request for\na Term Benchmark Borrowing or RFR Borrowing (if any, after the\neffectiveness of a Benchmark Replacement) of, conversion to or\ncontinuation of Term Benchmark Loans to be made, converted or continued\nduring any Benchmark Unavailability Period and, failing that, either (x)\nthe Borrower will be deemed to have converted any request for a Term\nBenchmark Borrowing denominated in dollars into a request for a\nBorrowing of or conversion to an ABR Borrowing or (y) any Term Benchmark\nBorrowing or RFR Borrowing denominated in the affected\n\n ------ -- --\n \n -62- \n ------ -- --\n\nAlternative Currency shall be ineffective. During any Benchmark\nUnava"}, {"title": "airbnb.txt", "text": "ilability Period or at any time that a tenor for the then-current\nBenchmark is not an Available Tenor, the component of ABR based upon the\nthen-current Benchmark or such tenor for such Benchmark, as applicable,\nwill not be used in any determination of ABR. Furthermore, if any RFR\nLoan in any Agreed Currency is outstanding on the date of the Borrower'\nreceipt of notice of the commencement of a Benchmark Unavailability\nPeriod with respect to a Relevant Rate applicable to such RFR Loan, then\nuntil such time as a Benchmark Replacement for such Agreed Currency is\nimplemented pursuant to this Section 2.11, (A) for Loans denominated in\ndollars any Term Benchmark Loan shall on the last day of the Interest\nPeriod applicable to such Loan (or the next succeeding Business Day if\nsuch day is not a Business Day), be converted by the Administrative\nAgent to, and shall constitute, an ABR Loan and (B) for Loans\ndenominated in the affected Alternative Currency, (1) any Term Benchmark\nLoan shall, on the last day of the Interest Period applicable to such\nLoan (or the next succeeding Business Day if such day is not a Business\nDay) bear interest at the Central Bank Rate for the applicable\nAlternative Currency plus the CBR Spread; provided that, if the\nAdministrative Agent determines (which determination shall be conclusive\nand binding absent manifest error) that the Central Bank Rate for the\napplicable Alternative Currency cannot be determined, any outstanding\naffected Term Benchmark Loans denominated in any Alternative Currency\nshall, at the Borrower' election prior to such day: (A) be prepaid by\nthe Borrower on such day or (B) solely for the purpose of calculating\nthe interest rate applicable to such Term Benchmark Loan, such Term\nBenchmark Loan denominated in any Alternative Currency shall be deemed\nto be a Term Benchmark Loan denominated in dollars and shall accrue\ninterest at the same interest rate applicable to Term Benchmark Loans\ndenominated in dollars at such time and (2) any RFR Loan shall bear\ninterest at the Central Bank Rate for the applicable Alternative\nCurrency plus the CBR Spread; [provided]{.underline} that, if the\nAdministrative Agent determines (which determination shall be conclusive\nand binding absent manifest error) that the Central Bank Rate for the\napplicable Alternative Currency cannot be determined, any outstanding\naffected RFR Loans denominated in any"}, {"title": "airbnb.txt", "text": "Alternative Currency, at the\nBorrower' election, shall either (A) be converted into ABR Loans\ndenominated in dollars (in an amount equal to the Dollar Equivalent of\nsuch Alternative Currency) immediately or (B) be prepaid in full\nimmediately. Notwithstanding anything herein or in any other Loan\nDocument to the contrary, in determining an alternative rate of\ninterest, the Administrative Agent will use commercially reasonable\nefforts, to the extent the Administrative Agent is permitted to select\nan alternate benchmark rate or spread adjustment*,* to implement any\nproposal reasonably requested by the Borrower and not adverse to the\nLenders that is intended to prevent the use of an alternative rate of\ninterest pursuant to this [Section 2.11]{.underline} from resulting in a\ndeemed exchange of any Indebtedness hereunder under Section 1001 of the\nCode.\n\nSECTION 2.12.\u00a0\u00a0\u00a0\u00a0[Increased Costs; Illegality]{.underline}.\n\n(a)If any Change in Law shall:\n\n(i)impose, modify or deem applicable any reserve, special deposit,\ncompulsory loan, insurance charge or similar requirement against assets\nof, deposits with or for the account of, or credit extended or\nparticipated in by, any Lender or Issuing Bank(except any such reserve\nrequirement reflected in any Term Benchmark, as applicable);\n\n(ii)impose on any Lender or Issuing Bank or the international interbank\nmarket for the applicable Agreed Currency any other condition, cost or\nexpense (other than Taxes) affecting this Agreement or the Loans made by\nsuch Lender or any Letter of Credit or participation therein; or\n\n(iii)subject any Recipient to any Taxes (other than Indemnified Taxes or\nExcluded Taxes) with respect to its loans, letters of credit,\ncommitments or other obligations, or its deposits, reserves, other\nliabilities or capital attributable thereto;\n\n ------ -- --\n \n -63- \n ------ -- --\n\nand the result of any of the foregoing shall be to increase the cost to\nsuch Lender or such Issuing Bank or other Recipient of making,\nconverting to, continuing or maintaining any Loan or of maintaining its\nobligation to make any Loan or increase the cost to any Lender of\nissuing or maintaining any Letter of Credit or purchasing or maintaining\na participation therein, or to reduce the amount of any sum received or\nreceivable by such Lender or such Issuing Bank or other Recipient\nhereunder (whether of principal, interest"}, {"title": "airbnb.txt", "text": "or any other amount) then,\nfrom time to time within 10 days following request of such Lender or\nsuch Issuing Bank or other Recipient (accompanied by a certificate in\naccordance with paragraph (c) of this Section), the Borrower will pay to\nsuch Lender, such Issuing Bank or other Recipient, as the case may be,\nsuch additional amount or amounts as will compensate such Lender, such\nIssuing Bank or other Recipient for such additional costs or expenses\nincurred or reduction suffered; [provided]{.underline} that such Lender,\nsuch Issuing bank or other Recipient shall only be entitled to seek such\nadditional amounts if such Person certifies that it is generally seeking\nthe payment of similar additional amounts from similarly situated\nborrowers in comparable credit facilities to the extent it is entitled\nto do so.\n\n(b)If any Lender or any Issuing Bank determines that any Change in Law\naffecting such Lender or Issuing bank or any lending office of such\nLender or Issuing Bank or such Lender' or Issuing Bank' holding company,\nif any, regarding capital or liquidity requirements has had or would\nhave the effect of reducing the rate of return on such Lender' or\nIssuing Bank' capital or on the capital of such Lender' or Issuing Bank'\nholding company, if any, as a consequence of this Agreement, the\nRevolving Commitments of such Lender or the Loans made or participations\nin Loans purchased by such Lender pursuant hereto or the Letters of\nCredit issued by such Issuing Bank pursuant hereto by such Lender to a\nlevel below that which such Lender or Issuing Bank or such Lender' or\nIssuing Bank' holding company could have achieved but for such Change in\nLaw (taking into consideration such Lender' or Issuing Bank' policies\nand the policies of such Lender' or Issuing Bank' holding company with\nrespect to capital adequacy and liquidity), then, from time to time\nwithin 10 days following request of such Lender or such Issuing Bank\n(accompanied by a certificate in accordance with paragraph (c) of this\nSection), the Borrower will pay to such Lender or Issuing Bank such\nadditional amount or amounts as will compensate such Lender or Issuing\nBank or such Lender' or Issuing Bank' holding company for any such\nreduction suffered; [provided]{.underline} that such Lender or Issuing\nBank shall only be entitled to seek such additional amounts if such\nPerson is generally seeking the payment of simi"}, {"title": "airbnb.txt", "text": "lar additional amounts\nfrom similarly situated borrowers in comparable credit facilities to the\nextent it is entitled to do so.\n\n(c)A certificate of a Lender or an Issuing Bank setting forth the basis\nfor and, in reasonable detail (to the extent practicable), computation\nof the amount or amounts necessary to compensate such Lender or Issuing\nBank or their respective holding company, as the case may be, as\nspecified in paragraph\n\n\\(a\\) or (b) of this Section shall be delivered to the Borrower and\nshall be conclusive absent manifest error. The Borrower shall pay such\nLender or Issuing Bank the amount shown as due on any such certificate\nwithin 30 days after receipt thereof.\n\n(d)Failure or delay on the part of any Lender or Issuing Bank to demand\ncompensation pursuant to this Section shall not constitute a waiver of\nsuch Lender' or Issuing Bank' right to demand such compensation;\n[provided]{.underline} that the Borrower shall not be required to\ncompensate a Lender or Issuing Bank pursuant to this Section for any\nincreased costs or expenses incurred or reductions suffered more than\n180 days prior to the date that such Lender or Issuing Bank notifies the\nBorrower of the Change in Law giving rise to such increased costs or\nexpenses or reductions and of such Lender' or Issuing Bank' intention to\nclaim compensation therefor; [provided further]{.underline} that if the\nChange in Law giving rise to such increased costs, expenses or\nreductions is retroactive, then the 180-day period referred to above\nshall be extended to include the period of retroactive effect thereof.\nThe protection of this Section shall be available to each Lender and the\nrespective Issuing Bank regardless of any possible contention of the\ninvalidity or inapplicability of the Change in Law that shall have\noccurred or been imposed; [provided]{.underline} that if, after the\npayment of any amounts by the Borrower under this Section, any Change in\nLaw in respect of\n\n ------ -- --\n \n -64- \n ------ -- --\n\nwhich a payment was made is thereafter determined to be invalid or\ninapplicable to the relevant Lender or Issuing Bank, then such Lender or\nIssuing Bank shall, within 30 days after such determination, repay any\namounts paid to it by the Borrower hereunder in respect of such Change\nin Law.\n\na.If any Lender determines that any law has made it unlawful, or that\nany Governmental Authority h"}, {"title": "airbnb.txt", "text": "as asserted that it is unlawful, for any\nLender or its applicable lending office to make, maintain or fund Loans\nwhose interest is determined by reference to any applicable Daily Simple\nRFR or Adjusted Daily Simple RFR or Term Benchmark, or to determine or\ncharge interest based upon any applicable Daily Simple RFR, Adjusted\nDaily Simple RFR or Term Benchmark, or, with respect to any Term\nBenchmark Loan, any Governmental Authority has imposed material\nrestrictions on the authority of such Lender to purchase or sell, or to\ntake deposits of, any applicable Agreed Currency in the applicable\noffshore interbank market for the applicable Agreed Currency, then, upon\nnotice thereof by such Lender to the Borrower (through the\nAdministrative Agent) (an \"[Illegality Notice]{.underline}\", (a) any\nobligation of the Lenders to make RFR Loans or Term Benchmark Loans, as\napplicable, and any right of the Borrower to continue RFR Loans or Term\nBenchmark Loans, as applicable, in the affected Agreed Currency or\nAgreed Currencies or, in the case of Loans denominated in dollars, to\nconvert ABR Loans to Term Benchmark Loans, shall be suspended, and (b)\nif necessary to avoid such illegality, the Administrative Agent shall\ncompute the Alternate Base Rate without reference to clause (c) of the\ndefinition of \"lternate Base Rate\" in each case until each such affected\nLender notifies the Administrative Agent and the Borrower that the\ncircumstances giving rise to such determination no longer exist. Upon\nreceipt of an Illegality Notice, the Borrower shall, if necessary to\navoid such illegality, upon demand from any Lender (with a copy to the\nAdministrative Agent), prepay or, if applicable, (i) convert all Term\nBenchmark Loans denominated in dollars to ABR Loans or (ii) convert all\nRFR Loans or Term Benchmark Loans denominated in an affected Alternative\nCurrency to ABR Loans denominated in dollars (in an amount equal to the\nDollar Equivalent of such Alternative Currency) (in each case, if\nnecessary to avoid such illegality, the Administrative Agent shall\ncompute the Alternate Base Rate without reference to clause (c) of the\ndefinition of \"lternate Base Rate\" (A) with respect to RFR Loans, on the\nInterest Payment Date therefor, if all affected Lenders may lawfully\ncontinue to maintain such RFR Loans to such day, or immediately, if any\nLender may not lawfully continue to maintain such RFR Loa"}, {"title": "airbnb.txt", "text": "ns to such day\nor (B) with respect to Term Benchmark Loans, on the last day of the\nInterest Period therefor, if all affected Lenders may lawfully continue\nto maintain such Term Benchmark Loans, to such day, or immediately, if\nany Lender may not lawfully continue to maintain such Term Benchmark\nLoans, as applicable, to such day. Upon any such prepayment or\nconversion, the Borrower shall also pay accrued interest (except with\nrespect to any prepayment or conversion of an RFR Loan) on the amount so\nprepaid or converted, together with any additional amounts required\npursuant to Section 2.13.\n\nSECTION 2.13.\u00a0\u00a0\u00a0\u00a0[Break Funding Payments]{.underline}. In the event of\n(i) the payment of any principal of any Term Benchmark Loan other than\non the last day of an Interest Period applicable thereto (including as a\nresult of an Event of Default), (ii) the conversion of any Term\nBenchmark Loan other than on the last day of the Interest Period\napplicable thereto, (iii) the failure to borrow, convert or continue any\nTerm Benchmark Loan on the date specified in any notice delivered\npursuant hereto (whether or not such notice may be revoked in accordance\nwith the terms hereof), (iv) the failure to prepay any Term Benchmark\nLoan on a date specified therefor in any notice of prepayment given by\nthe Borrower (unless such notice has been revoked in accordance with\nSection 2.08) or (v) the assignment of any Term Benchmark Loan other\nthan on the last day of the Interest Period applicable thereto as a\nresult of a request by the Borrower pursuant to Section 2.16, then, in\nany such event, the Borrower shall compensate each Lender for the loss,\ncost and expense attributable to such event (but not lost profits)\nwithin 15 days following written request of such Lender (accompanied by\na certificate described below in this Section). Such loss, cost or\nexpense to any Lender shall be deemed to include an amount determined by\nsuch Lender to be the excess, if any, of (i) the amount of interest that\nwould have accrued on the principal amount of such Loan had such event\nnot occurred, at the Adjusted Term SOFR Rate that would have been\napplicable to such Loan (but not\n\n ------ -- --\n \n -65- \n ------ -- --\n\nincluding the Applicable Rate applicable thereto), for the period from\nthe date of such event to the last day of the then current Interest\nPeriod therefor (or, in the case of a f"}, {"title": "airbnb.txt", "text": "ailure to borrow, convert or\ncontinue, for the period that would have been the Interest Period for\nsuch Loan), over (ii) the amount of interest that would accrue on such\nprincipal amount for such period at the interest rate such Lender would\nbid if it were to bid, at the commencement of such period, for dollar\ndeposits of a comparable amount and period from other banks in the\ninternational interbank market. A certificate of any Lender delivered to\nthe Borrower and setting forth the basis for and, in reasonable detail\n(to the extent practicable), computation of any amount or amounts that\nsuch Lender is entitled to receive pursuant to this Section shall be\nconclusive absent manifest error. The Borrower shall pay such Lender the\namount shown as due on any such certificate within 15 days after receipt\nthereof.\n\nSECTION 2.14.\u00a0\u00a0\u00a0\u00a0[Taxes]{.underline}.\n\n(a)[Payments Free of Taxes]{.underline}. All payments by or on account\nof any obligation of the Borrower or any Guarantor under any Loan\nDocument shall be made without deduction or withholding for any Taxes,\nexcept as required by applicable law. If any applicable law (as\ndetermined in the good faith discretion of an applicable withholding\nagent) requires the deduction or withholding of any Tax in respect of\nany such payment by any applicable withholding agent, then the\napplicable withholding agent shall be entitled to make such deduction or\nwithholding and shall timely pay the full amount deducted or withheld to\nthe relevant Governmental Authority in accordance with applicable law\nand, if such Tax is an Indemnified Tax, then the sum payable by the\nBorrower or such Guarantor, as applicable, shall be increased as\nnecessary so that after all such deductions or withholdings have been\nmade (including such deductions and withholdings applicable to\nadditional sums payable under this Section 2.14) the applicable Lender\n(or, in the case of a payment received by the Administrative Agent for\nits own account, the Administrative Agent) receives an amount equal to\nthe sum it would have received had no such deduction or withholding been\nmade.\n\n(b)[Payment of Other Taxes]{.underline}. Without limitation or\nduplication of Section 2.14(a), the Borrower and the Guarantors shall\ntimely pay to the relevant Governmental Authority in accordance with\napplicable law, or at the option of the Administrative Agent, timely\nreimburse the Administ"}, {"title": "airbnb.txt", "text": "rative Agent for the payment of, any Other Taxes.\n\n(c)[Evidence of Payment]{.underline}. As soon as practicable after any\npayment of Taxes by the Borrower or a Guarantor to a Governmental\nAuthority pursuant to this Section, the Borrower or such Guarantor, as\napplicable, shall deliver to the Administrative Agent the original or a\ncertified copy of a receipt issued by such Governmental Authority\nevidencing such payment, a copy of the return reporting such payment or\nother evidence of such payment reasonably satisfactory to the\nAdministrative Agent.\n\n(d)[Indemnification by the Borrower and the Guarantors]{.underline}.\nWithout limitation or duplication of Section 2.14(a) or (b) above, the\nBorrower and the Guarantors shall jointly and severally indemnify each\nRecipient, within 30 days after written demand therefor, for the full\namount of any Indemnified Taxes (including Indemnified Taxes imposed or\nasserted on or attributable to amounts payable under this Section 2.14)\npayable or paid by such Recipient or required to be withheld or deducted\nfrom a payment to such Recipient and any reasonable out-of-pocket\nexpenses arising therefrom or with respect thereto, whether or not such\nIndemnified Taxes were correctly or legally imposed or asserted by the\nrelevant Governmental Authority; [provided]{.underline} that if, after\nthe payment of any amounts by the Borrower under this Section 2.14(d)\nany such Indemnified Taxes in respect of which a payment was made are\nthereafter determined to have been incorrectly or illegally imposed,\nthen the relevant Recipient shall use commercially reasonable efforts to\ncooperate with the Borrower to obtain a refund of such Taxes (which\nshall be repaid to the Borrower in accordance with Section 2.14(g)) so\nlong as such efforts would not, in the sole determination of such\nRecipient, result in any additional out-of-pocket costs or expenses not\n\n ------ -- --\n \n -66- \n ------ -- --\n\nreimbursed by the Borrower or be otherwise materially disadvantageous to\nsuch Recipient; provided, further, that the Borrower shall not be\nrequired to indemnify any Recipient pursuant to this Section 2.14(d) for\nany interest, penalties or expenses to the extent resulting from such\nRecipient' failure to notify the Borrower of the relevant possible\nindemnification claim within six months after such Recipient receives\nwritten notice from the applicab"}, {"title": "airbnb.txt", "text": "le Governmental Authority of the\nspecific Tax assessment given rise to such indemnification claim. A\ncertificate as to the amount of such payment or liability delivered to\nthe Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender,\nshall be conclusive absent manifest error.\n\n(e)[\\[Reserved\\]]{.underline}.\n\n(f)[Status of Lenders]{.underline}. (i) Any Lender that is entitled to\nan exemption from or reduction of withholding Tax with respect to any\npayments made under any Loan Document shall deliver to the Borrower and\nthe Administrative Agent, at the time or times reasonably requested by\nthe Borrower or the Administrative Agent, such properly completed and\nexecuted documentation reasonably requested by the Borrower or the\nAdministrative Agent as will permit such payments to be made without\nwithholding or at a reduced rate of withholding. In addition, any\nLender, if reasonably requested by the Borrower or the Administrative\nAgent, shall deliver such other documentation prescribed by applicable\nlaw or reasonably requested by the Borrower or the Administrative Agent\nas will enable the Borrower and the Administrative Agent to determine\nwhether or not such Lender is subject to backup withholding or\ninformation reporting requirements. Notwithstanding anything to the\ncontrary in the preceding two sentences, the completion, execution and\nsubmission of such documentation (other than such documentation set\nforth in paragraphs (ii)(A), (ii)(B) and (iii) of Section 2.14(f)) shall\nnot be required if in the Lender' reasonable judgment such completion,\nexecution or submission would subject such Lender to any material\nunreimbursed cost or expense or would materially prejudice the legal or\ncommercial position of such Lender.\n\n(ii)Without limiting the generality of the foregoing,\n\n(A)any Lender that is a U.S. Person shall deliver to the Borrower and\nthe Administrative Agent on or prior to the date on which such Lender\nbecomes a Lender under this Agreement (and from time to time thereafter\nupon the reasonable request of the Borrower or the Administrative\nAgent), two properly completed and executed copies of IRS Form W-9\ncertifying that such Lender is exempt from U.S. federal backup\nwithholding tax;\n\n(B)any Foreign Lender shall, to the extent it is legally eligible to do\nso, deliver to the Borrower"}, {"title": "airbnb.txt", "text": "and the Administrative Agent on or prior to\nthe date on which such Foreign Lender becomes a Lender under this\nAgreement (and from time to time thereafter upon the reasonable request\nof the Borrower or the Administrative Agent), two of whichever of the\nfollowing is applicable:\n\n1.in the case of a Foreign Lender claiming the benefits of an income tax\ntreaty to which the United States is a party, a properly completed and\nexecuted copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable,\nestablishing an exemption from, or reduction of, U.S. federal\nwithholding Tax pursuant to such tax treaty;\n\n2.in the case of a Foreign Lender claiming that its extension of credit\nwill generate U.S. effectively connected income, properly completed and\nexecuted copies of IRS Form W-8ECI;\n\n ------ -- --\n \n -67- \n ------ -- --\n\n3.in the case of a Foreign Lender claiming the benefits of the exemption\nfor portfolio interest under Section 881(c) of the Code, (x) a\ncertificate substantially in the form of Exhibit H-1 to the effect that\nsuch Foreign Lender is not a \"ank\"within the meaning of Section\n881(c)(3)(A) of the Code, a \"0 percent shareholder\"of the Borrower\nwithin the meaning ofSection 881(c)(3)(B) of the Code, or a \"ontrolled\nforeign corporation\"that is related to the Borrower as described in\nSection 881(c)(3)(C) of the Code (a \".S. Tax Compliance Certificate\" and\nno payments under any Loan Document are effectively connected with such\nLender' conduct of a U.S. trade or business and (y) properly completed\nand executed originals of IRS Form W-8BEN-E or IRS Form W-8BEN; or\n\n4.to the extent a Foreign Lender is not the beneficial owner (for\nexample, where such Foreign Lender is a partnership or a participating\nLender), properly completed and executed copies of IRS Form W-8IMY,\naccompanied by properly completed and executed copies of IRS Form\nW-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax Compliance\nCertificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS\nForm W-9, and/or other certification documents from each beneficial\nowner, as applicable; provided that if the Foreign Lender is a\npartnership (and not a participating Lender) and one or more direct or\nindirect partners of such Foreign Lender are claiming the portfolio\ninterest exemption, such Foreign Lender may provide a U.S. Tax\nCompliance Certificate substantially in the form of Ex"}, {"title": "airbnb.txt", "text": "hibit H-4 on\nbehalf of such direct and indirect partner(s); and\n\n5.any Foreign Lender shall, to the extent it is legally eligible to do\nso, deliver to the Borrower and the Administrative Agent on or prior to\nthe date on which such Foreign Lender becomes a Lender under this\nAgreement (and from time to time thereafter upon the reasonable request\nof the Borrower or the Administrative Agent), executed copies of any\nother documentation prescribed by applicable law as a basis for claiming\nexemption from or a reduction in U.S. federal withholding Tax, duly\ncompleted, together with such supplementary documentation as may be\nprescribed by applicable law to permit the Borrower or the\nAdministrative Agent to determine the withholding or deduction required\nto be made.\n\ni.If a payment made to a Lender or the Administrative Agent under any\nLoan Document would be subject to Taxes imposed by FATCA if such Lender\nor the Administrative Agent were to fail to comply with the applicable\nreporting requirements of FATCA (including those contained in Section\n1471(b) or 1472(b) of the Code, as applicable), such Lender or the\nAdministrative Agent shall deliver to the Borrower and the\nAdministrative Agent atthe time or times prescribed by law and at such\ntime or times reasonably requested by the Borrower or the Administrative\nAgent such documentation prescribed by applicable law (including as\nprescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional\ndocumentation reasonably requested by the Borrower or the Administrative\nAgent as may be necessary for the Borrower and the Administrative Agent\nto comply with their obligations under FATCA, and to determine whether\nsuch Lender has complied with such Lender' obligations under FATCA or to\ndetermine the amount, if any, to deduct and withhold from such payment.\nSolely for purposes of this Section 2.14(f)(iii), \"ATCA\"shall include\nany amendments made to FATCA after the date of this Agreement.\n\nEach Lender agrees that if any documentation it previously delivered\nexpires or becomes obsolete or inaccurate in any respect, it shall\npromptly update such documentation and deliver such documentation\n\n ------ -- --\n \n -68- \n ------ -- --\n\nto the Borrower and the Administrative Agent or promptly notify the\nBorrower and the Administrative Agent in writing of its legal\nineligibility to do so.\n\nNotwithstanding any other pr"}, {"title": "airbnb.txt", "text": "ovisions of this Section 2.14 (f), a Lender\nshall not be required to deliver any documentation that such Lender is\nnot legally eligible to deliver.\n\nEach Lender hereby authorizes the Administrative Agent to deliver to the\nLoan Parties and to any successor Administrative Agent any documentation\nprovided by such Lender to the Administrative Agent pursuant to this\nSection 2.14(f).\n\nOn or before the date the Administrative Agent (or any successor\nthereto) becomes a party to this Agreement, the Administrative Agent\nshall provide to Borrower, two properly completed and executed copies of\nthe documentation prescribed in clause (i) or (ii) below, as applicable\n(together with all required attachments thereto): (i) IRS Form W-9 or\nany successor thereto, or (ii) (A) IRS Form W-8ECI or any successor\nthereto, with respect to amounts received for its own account and (B)\nwith respect to payments received on account of any Lender, IRS Form\nW-8IMY evidencing its agreement with the Borrower to be treated as a\n\"nited States person\"within the meaning of Section 7701(a)(30) of the\nCode. At any time thereafter, the Administrative Agent shall provide\nupdated documentation previously provided (or a successor form thereto)\nwhen any documentation previously delivered has expired or become\nobsolete or invalid or otherwise upon the reasonable request of the\nBorrower. Notwithstanding any other provisions of this Section 2.14(f),\nthe Administrative Agent shall not be required to deliver any\ndocumentation that the Administrative Agent is not legally eligible to\ndeliver as a result of a Change in Law after the date of this Agreement.\n\n(g)[Treatment of Certain Refunds]{.underline}. If any Lender determines,\nin its sole discretion exercised in good faith, that it has received a\nrefund of any Taxes as to which it has been indemnified pursuant to this\nSection 2.14 (including by the payment of additional amounts pursuant to\nthis Section 2.14), it shall pay to the indemnifying party an amount\nequal to such refund (but only to the extent of indemnity payments made\nunder this Section 2.14 with respect to the Taxes giving rise to such\nrefund), net of all out-of-pocket expenses (including Taxes) of such\nindemnified party and without interest (other than any interest paid by\nthe relevant Governmental Authority with respect to such refund). Such\nindemnifying party, upon the request of such indemnified"}, {"title": "airbnb.txt", "text": "party, shall\nrepay to such indemnified party the amount paid over pursuant to this\nSection 2.14(g) (plus any penalties, interest or other charges imposed\nby the relevant\n\nGovernmental Authority) in the event that such indemnified party is\nrequired to repay such refund to such Governmental Authority.\nNotwithstanding anything to the contrary in this Section 2.14(g), in no\nevent will the indemnified party be required to pay any amount to an\nindemnifying party pursuant to this Section 2.14(g) the payment of which\nwould place the indemnified party in a less favorable net after-Tax\nposition than the indemnified party would have been in if the Tax\nsubject to indemnification and giving rise to such refund had not been\ndeducted, withheld or otherwise imposed and the indemnification payments\nor additional amounts with respect to such Tax had never been paid. This\nSection 2.14(g) shall not be construed to require any indemnified party\nto make available its Tax returns (or any other information relating to\nits Taxes that it deems confidential) to the indemnifying party or any\nother Person.\n\n(h)The agreements in this Section 2.14 shall survive the resignation\nand/or replacement of the Administrative Agent, any assignment of rights\nby, or the replacement of, a Lender, the consummation of the\ntransactions contemplated hereby, the repayment of the Loans and the\nexpiration or termination of the Revolving Commitments, the expiration\nof any Letter of Credit or the termination of this Agreement or any\nprovision hereof.\n\n(i)For purposes of this Section 2.14, the term \"pplicable law\"includes\nFATCA and the term \"ender\"shall include any Issuing Bank and any\nSwingline Lender.\n\n ------ -- --\n \n -69- \n ------ -- --\n\nSECTION 2.15.\u00a0\u00a0\u00a0\u00a0[Payments Generally; Pro Rata Treatment; Sharing of\nSetoffs]{.underline}.\n\n(a)The Borrower shall make each payment or prepayment required to be\nmade by it hereunder or under any other Loan Document prior to the time\nrequired hereunder or under such other Loan Document for such payment\n(or, if no such time is expressly required, prior to 2:00 p.m., New York\nCity time), on the date when due or the date fixed for any prepayment\nhereunder, in immediately available funds, without any defense, setoff,\nrecoupment or counterclaim. Any amounts received after such time on any\ndate may, in the discretion of the Administrative Agent, be deemed to\nh"}, {"title": "airbnb.txt", "text": "ave been received on the next succeeding Business Day for purposes of\ncalculating interest thereon. All such payments shall be made to such\naccount as may be specified by the Administrative Agent, except payments\nto be made directly to an Issuing Bank or Swingline Lender as expressly\nprovided herein and except that payments pursuant to Sections 2.12,\n2.13, 2.14, 9.03 and 9.20 and 9.21 shall be made directly to the Persons\nentitled thereto and payments pursuant to other Loan Documents shall be\nmade to the Persons specified therein. The Administrative Agent shall\ndistribute any such payment received by it for the account of any other\nPerson to the appropriate recipient promptly following receipt thereof.\nIf any payment under any Loan Document shall be due on a day that is not\na Business Day, the date for payment shall be extended to the next\nsucceeding Business Day and, in the case of any payment accruing\ninterest, interest thereon shall be payable for the period of such\nextension. All payments under each Loan Document shall be made in the\napplicable Agreed Currency in which the Borrowing was made or Letter of\nCredit issued and otherwise in dollars.\n\n(b)If at any time insufficient funds are received by and available to\nthe Administrative Agent to pay fully all amounts of principal, interest\nand fees then due hereunder, such funds shall be applied towards payment\nof the amounts then due hereunder ratably among the parties entitled\nthereto, in accordance with the amounts then due to such parties.\n\n(c)If any Lender shall, by exercising any right of setoff or\ncounterclaim or otherwise, obtain payment in respect of any principal of\nor interest on any of any Loan or LC Disbursement resulting in such\nLender receiving payment of a greater proportion of the aggregate amount\nof any Loan or LC Disbursement and accrued interest thereon than the\nproportion received by any other Lender, then the Lender receiving such\ngreater proportion shall notify the Administrative Agent of such fact\nand shall purchase (for cash at face value) participations in the Loans\nand LC Exposure of other Lenders to the extent necessary so that the\namount of all such payments shall be shared by the Lenders ratably in\naccordance with the aggregate amounts of principal of and accrued\ninterest on their Loans or LC Exposure; [provided]{.underline} that (i)\nif any such participations are purchased and a"}, {"title": "airbnb.txt", "text": "ll or any portion of the\npayment giving rise thereto is recovered, such participations shall be\nrescinded and the purchase price restored to the extent of such\nrecovery, without interest, and (ii) the provisions of this paragraph\nshall not be construed to apply to any payment made by the Borrower\npursuant to and in accordance with the express terms of this Agreement\n(for the avoidance of doubt, as in effect from time to time) or any\npayment obtained by a Lender as consideration for the assignment of or\nsale of a participation in any of its Loans or LC Exposure to any Person\nthat is an Eligible Assignee (as such term is defined herein from time\nto time). The Borrower consent to the foregoing and agree, to the extent\nit may effectively do so under applicable law, that any Lender acquiring\na participation pursuant to the foregoing arrangements may exercise\nagainst the Borrower rights of setoff and counterclaim with respect to\nsuch participation as fully as if such Lender were a direct creditor of\nthe Borrower in the amount of such participation. For purposes of clause\n(b) of the definition of \"xcluded Taxes,\"a Lender that acquires a\nparticipation pursuant to this Section 2.15(c) shallbe treated as\nhaving acquired such participation on the date(s) on which such Lender\nacquired the applicable interest(s) in the applicable Commitment(s) to\nwhich such participation relates.\n\n(d)Unless the Administrative Agent shall have received notice from the\nBorrower prior to the date on which any payment is due to the\nAdministrative Agent for the account of the Lenders that the\n\n ------ -- --\n \n -70- \n ------ -- --\n\nBorrower will not make such payment, the Administrative Agent may assume\nthat the Borrower has made such payment on such date in accordance\nherewith and may, in reliance upon such assumption, distribute to the\nLenders the amount due. In such event, if the Borrower has not in fact\nmade such payment, then each of the Lenders severally agrees to repay to\nthe Administrative Agent forthwith on demand the amount so distributed\nto such Lender with interest thereon, for each day from and including\nthe date such amount is distributed to it to but excluding the date of\npayment to the Administrative Agent, at the greater of the applicable\nOvernight Rate and a rate determined by the Administrative Agent in\naccordance with banking industry rules on interbank"}, {"title": "airbnb.txt", "text": "compensation.\n\n(e)If any Lender shall fail to make any payment required to be made by\nit hereunder to or for the account of the Administrative Agent, then the\nAdministrative Agent may, in its discretion (notwithstanding any\ncontrary provision hereof), apply any amounts thereafter received by the\nAdministrative Agent for the account of such Lender to satisfy such\nLender' obligations in respect of such payment until all such\nunsatisfied obligations have been discharged.\n\nSECTION 2.16.\u00a0\u00a0\u00a0\u00a0[Mitigation Obligations; Replacement of\nLenders]{.underline}.\n\n(a)If any Lender or Issuing Bank requests compensation under Section\n2.12, or if the Borrower is required to pay any Indemnified Taxes or\nadditional amounts to any Lender or Issuing Bank or to any Governmental\nAuthority for the account of any Lender or Issuing Bank pursuant to\nSection 2.14, then such Lender or Issuing Bank shall (at the request of\nthe Borrower) use commercially reasonable efforts to designate a\ndifferent lending office for funding or booking its Loans hereunder or\nto assign and delegate its rights and obligations hereunder to another\nof its offices, branches or Affiliates if, in the judgment of such\nLender or Issuing Bank, such designation or assignment and delegation\n(i) would eliminate or reduce amounts payable pursuant to Section 2.12\nor 2.14, as the case may be, in the future and (ii) would not subject\nsuch Lender or Issuing Bank, as applicable, to any unreimbursed cost or\nexpense and would not otherwise be disadvantageous to such Lender. The\nBorrower hereby agrees to pay all reasonable costs and expenses incurred\nby any Lender in connection with any such designation or assignment and\ndelegation within 10 days following request of such Lender or Issuing\nBank (accompanied by reasonable (to the extent practicable) back-up\ndocumentation relating thereto).\n\n(b)If (i) any Lender requests compensation under Section 2.12, (ii) any\nLender delivers a notice under Section 2.12(e), (iii) the Borrower is\nrequired to pay any Indemnified Taxes or additional amounts to any\nLender or Issuing Bank or any Governmental Authority for the account of\nany Lender or Issuing Bank pursuant to Section 2.14, (iv) any Lender or\nIssuing Bank has become a Defaulting Lender,\n\n\\(v\\) any Lender or Issuing Bank has failed to consent to a proposed\namendment, waiver, discharge or termination that under Section 9.02\nrequires the co"}, {"title": "airbnb.txt", "text": "nsent of all the Lenders or Issuing Banks (or all or the\nmajority of the affected Lenders or Issuing Banks) and with respect to\nwhich the Required Lenders shall have granted their consent or (vi) in\nconnection with the replacement of any non-Accepting Lender, then the\nBorrower may, at its sole expense and effort, upon notice to such Lender\nor Issuing Bank, as applicable, and the Administrative Agent, either (i)\nrequire such Lender or Issuing Bank, as applicable, to assign and\ndelegate, without recourse (in accordance with and subject to the\nrestrictions contained in Section 9.04), it being understood that the\nprocessing and recordation fee referred to in such Section shall be paid\nby the Borrower or the assignee (and the assignor Lender or Issuing\nBank, as applicable, shall not be responsible therefor), all its\ninterests, rights (other than its existing rights to payments pursuant\nto Section 2.12 or 2.14) and obligations under this Agreement and the\nother Loan Documents (or, in the case of any such assignment and\ndelegation resulting from a failure to provide a consent, all its\ninterests, rights and obligations under this Agreement and the other\nLoan Documents as a Lender) to an Eligible Assignee that shall assume\nsuch obligations (which may be another Lender, if a Lender accepts such\nassignment and delegation) or (ii) so long as no Event of Default shall\nhave occurred and be continuing, terminate the Revolving Commitment of\nsuch Lender or Issuing Bank, as the case may be, and (1) in the case of\na\n\n ------ -- --\n \n -71- \n ------ -- --\n\nLender (other than an Issuing Bank), repay all Obligations of the\nBorrower owing (and the amount of all accrued interest and fees in\nrespect thereof) to such Lender relating to the Loans and Revolving\nExposure participations held by such Lender as of such termination date\nand (2) in the case of an Issuing Bank, repay all obligations of the\nBorrower owing to such Issuing Bank relating to the Loans, Letters of\nCredit and Revolving Exposure participations held by such Issuing Bank\nas of such termination date and cancel, cash collateralize or backstop\non terms satisfactory to such Issuing Bank any Letters of Credit issued\nby it; [provided]{.underline} that (A) such Lender or Issuing Bank, as\napplicable, shall have received payment of an amount equal to the\noutstanding principal of its Loans and funded participat"}, {"title": "airbnb.txt", "text": "ions in LC\nDisbursements and Swingline Loans, accrued interest thereon, accrued\nfees and all other amounts payable to it hereunder (if applicable, in\neach case only to the extent such amounts relate to its interest as a\nLender) from the assignee (in the case of such principal and accrued\ninterest and fees) or the Borrower (in the case of all other amounts),\n(B) in the case of any such assignment and delegation resulting from a\nclaim for compensation under Section 2.12 or payments required to be\nmade pursuant to Section 2.14, such assignment will result in a\nreduction in such compensation or payments, (C) such assignment does not\nconflict with applicable law and (D) in the case of any such assignment\nand delegation resulting from the failure to provide a consent, the\nassignee shall have given such consent and, as a result of such\nassignment and delegation and any contemporaneous assignments and\ndelegations and consents, the applicable amendment, waiver, discharge or\ntermination can be effected. A Lender or Issuing Bank shall not be\nrequired to make any such assignment and delegation if, prior thereto,\nas a result of a waiver or consent by such Lender or Issuing Bank or\notherwise, the circumstances entitling the Borrower to require such\nassignment and delegation have ceased to apply. Each party hereto agrees\nthat an assignment and delegation required pursuant to this paragraph\nmay be effected pursuant to an Assignment and Assumption executed by the\nBorrower, the Administrative Agent and the assignee and that the Lender\nor Issuing Bank required to make such assignment and delegation need not\nbe a party thereto.\n\nSECTION 2.17.\u00a0\u00a0\u00a0\u00a0[Defaulting Lenders]{.underline}. Notwithstanding any\nprovision of this Agreement to the contrary, if any Lender becomes a\nDefaulting Lender, then the following provisions shall apply for so long\nas such Lender is a Defaulting Lender:\n\n(a)the Revolving Commitment Fees shall cease to accrue on the unused\namount of the Revolving Commitment of such Defaulting Lender;\n\n(b)the Revolving Commitment and the Revolving Exposure of such\nDefaulting Lender shall not be included in determining whether the\nRequired Lenders or any other requisite Lenders have taken or may take\nany action hereunder or under any other Loan Document (including any\nconsent to any amendment, waiver or other modification pursuant to\nSection 9.02); [provided]{.underline} tha"}, {"title": "airbnb.txt", "text": "t any amendment, waiver or\nother modification requiring the consent of all Lenders or all Lenders\nadversely affected thereby shall, except as otherwise provided in\nSection 9.02, require the consent of such Defaulting Lender in\naccordance with the terms hereof;\n\n(c)if any Swingline Exposure or LC Exposure exists at the time a Lender\nbecomes a Defaulting Lender then:\n\n(i)all or any part of the Swingline Exposure and LC Exposure of such\nDefaulting Lender shall be reallocated among the non-Defaulting Lenders\nin accordance with their respective Pro Rata Percentages, (x) but only\nto the extent the sum of all non-Defaulting Lenders'Revolving Exposure\nplus such Defaulting Lender' Swingline Exposure and LC Exposure does not\nexceed the total of all non-Defaulting Lenders'Commitments and (y) only\nto the extent that no Event of Default shall have occurred and be\ncontinuing as of the date the applicable Lender became a Defaulting\nLender;\n\n ------ -- --\n \n -72- \n ------ -- --\n\ni.if the reallocation described in [clause (i)]{.underline} above\ncannot, or can only partially, be effected, the Borrower shall within\nthree Business Days following notice by the Administrative Agent (x"}, {"title": "airbnb.txt", "text": ")\n[first]{.underline}, prepay such Swingline Exposure, and (y)\n[second]{.underline}, cash collateralize, for the benefit of the Issuing\nBanks, the Borrower' obligations corresponding to such Defaulting\nLender' LC Exposure (after giving effect to any partial reallocation\npursuant to [clause (i)]{.underline} above) in accordance with the\nprocedures set forth in [Section 2.20(j)]{.underline} for so long as\nsuch LC Exposure is outstanding;\n\nii.if the Borrower cash collateralizes any portion of such Defaulting\nLender' LC Exposure pursuant to [clause (ii)]{.underline} above, the\nBorrower or the Administrative Agent shall not be required to pay any\nfees to such Defaulting Lender pursuant to [Section 2.09(d)]{.underline}\nwith respect to such Defaulting Lender' LC Exposure during the period\nsuch Defaulting Lender' LC Exposure is cash collateralized;\n\niii.if the LC Exposure of the non-Defaulting Lenders is reallocated\npursuant to [clause (i)]{.underline} above, then the fees payable to the\nLenders pursuant to [Sections 2.09(a)]{.underline},\n[2.09(d)]{.underline} and/or [2.09(e)]{.underline}, as applicable, shall\nbe adjusted in accordance with such non-Defaulting Lenders'Pro Rata\nPercentages;"}, {"title": "airbnb.txt", "text": "and\n\niv.if all or any portion of such Defaulting Lender' LC Exposure is\nneither reallocated nor cash collateralized pursuant to [clause\n(i)]{.underline} or [(ii)]{.underline} above, then, without prejudice to\nany rights or remedies of any Issuing Bank or any Lender hereunder, all\nletter of credit fees payable under [Section 2.09(d)]{.underline} with\nrespect to such Defaulting Lender' LC Exposure shall be payable to the\nIssuing Banks entitled to reimbursement until such LC Exposure is\nreallocated and/or cash collateralized;\n\n(d)so long as such Lender is a Defaulting Lender, the Swingline Lender\nshall not be required to fund any Swingline Loan, the Issuing Banks\nshall not be required to issue or increase any Letter of Credit, unless\nthe Swingline Lender or the Applicable Issuing Bank, as the case may be,\nis satisfied that the related exposure will be 100% covered by the\nCommitments of the non-Defaulting Lenders and/or cash collateral will be\nprovided by the Borrower in accordance with [Section\n2.17(c)]{.underline}, and participating interests in any such newly made\nSwingline Loan, newly issued or increased Letter of Credit shall be\nallocated among non-Defaulting Lenders in a mannerconsistent with\n[Section 2.17(c)(i)]{.underline} (and such Defaulting Lender shall not\nparticipate therein); and\n\n(e)so long as such Lender is a Defaulting Lender, any amount payable to\nsuch Defaulting Lender hereunder (whether on account of principal,\ninterest, fees or otherwise and including any amount that would\notherwise be payable to such Defaulting Lender pursuant to [Section\n2.15]{.underline}) shall, in lieu of being distributed to such\nDefaulting Lender, be retained by the Administrative Agent in a\nsegregated account (for the avoidance of doubt, it is noted that any\namounts retained pursuant to this [Section 2.17(e)]{.underline} shall\nfor all other purposes be treated as having been paid to such Defaulting\nLender) and, subject to any applicable requirements of law and the\nproviso at the end of this Section 2.17(e), be applied at such time or\ntimes as may be determined by the Administrative Agent (i) *first*, to\nthe payment of any amounts owing by such Defaulting Lender to the\nAdministrative Agent hereunder, (ii) *second*, pro rata, to the payment\nof any amounts owing by such Defaulting Lender to any Issuing Bank or\nSwingline Lender hereunder, (iii) *third*, if the Administr"}, {"title": "airbnb.txt", "text": "ative Agent\nso determines or is reasonably requested by an Issuing Bank or the\nSwingline Lender, held in such account as cash collateral for future\nfunding obligations of the Defaulting Lender in respect of any existing\nor future participating interest in any Swingline Loan or Letter of\nCredit, (iv) *fourth*, to the funding of any Loan in respect of which\nsuch Defaulting Lender has failed to fund its portion thereof as\nrequired by this Agreement, as determined by the Administrative Agent,\n(v) *fifth*, if the Administrative Agent or the Borrower (with the\nconsent of the Administrative\n\n ------ -- --\n \n -73- \n ------ -- --\n\nAgent) so determines, held in such account as cash collateral for future\nfunding obligations of the Defaulting Lender in respect of any Loans\nunder this Agreement, (vi) *sixth*, to the payment of any amounts owing\nto the Lenders, an Issuing Bank or the Swingline Lender as a result of\nany judgment of a court of competent jurisdiction obtained by any\nLender, such Issuing Bank or the Swingline Lender against such\nDefaulting Lender as a result of such Defaulting Lender' breach of its\nobligations under this Agreement, (vii) *seventh*, so long as no Event\nof Default has occurred and is continuing, to the payment of any amounts\nowing to the Borrower as a result of any judgment of a court of\ncompetent jurisdiction obtained by the Borrower against such Defaulting\nLender as a result of such Defaulting Lender' breach of its obligations\nunder this Agreement, and (viii) *eighth*, to such Defaulting Lender or\nas otherwise directed by a court of competent jurisdiction;\n[provided]{.underline} that if (x) such payment is a payment of the\nprincipal amount of any Loans or reimbursement obligations in respect of\nLC Disbursements which such Defaulting Lender has not fully funded its\nparticipation obligations and (y) made at a time when the conditions set\nforth in [Section 4.02]{.underline} are satisfied, such payment shall be\napplied solely to prepay the Loans of, and reimbursement obligations\nowed to, all non-Defaulting Lenders pro rata prior to being applied to\nthe prepayment of any Loans, or reimbursement obligations owed to, any\nDefaulting Lender.\n\nIf each of the Administrative Agent, the Borrower, the Issuing Banks and\nthe Swingline Lender and agrees that a Defaulting Lender has adequately\nremedied all matters that caused such Lender to"}, {"title": "airbnb.txt", "text": "be a Defaulting Lender,\nthen the Swingline Exposure and LC Exposure of the Lenders shall be\nreadjusted to reflect the inclusion of such Lender' Commitments and on\nthe date of such readjustment such Lender shall purchase at par such of\nthe Loans of the other Lenders (other than Swingline Loans) as the\nAdministrative Agent shall determine may be necessary in order for such\nLender to hold such Loans in accordance with its Pro Rata Percentages.\n\nThe Borrower may terminate the unused amount of the Revolving Commitment\nof any Lender that is a Defaulting Lender upon not less than two\nBusiness Days'prior notice to the Administrative Agent (which shall\npromptly notify the Lenders thereof); provided that (i) no Event of\nDefault shall have occurred and be continuing and (ii) such termination\nshall not be deemed to be a waiver or release of any claim the Borrower,\nthe Administrative Agent, any Issuing Bank or any Lender may have\nagainst such Defaulting Lender.\n\nThe rights and remedies against, and with respect to, a Defaulting\nLender under this Section are in addition to, and cumulative and not in\nlimitation of, all other rights and remedies that the Administrative\nAgent, any Lender or the Borrower may at any time have against, or with\nrespect to, such Defaulting Lender.\n\nSECTION 2.18.\u00a0\u00a0\u00a0\u00a0[Certain Permitted Amendments]{.underline}.\n\n(a)The Borrower may, by written notice to the Administrative Agent from\ntime to time beginning after the Effective Date, but not more than five\ntimes during the term of this Agreement (and with no more than one such\noffer outstanding at any one time), make one or more offers (each, a\n\"[Loan]{.underline} [Modification Offer]{.underline}\" to all the Lenders\nto make one or more Permitted Amendments pursuant to procedures\nreasonably specified by the Administrative Agent and reasonably\nacceptable to the Borrower. Such notice shall set forth (i) the terms\nand conditions of the requested Permitted Amendment and (ii) the date on\nwhich such Permitted Amendment is requested to become effective.\nNotwithstanding anything to the contrary in Section 9.02, each Permitted\nAmendment shall only require the consent of the Borrower, the\nAdministrative Agent and those Lenders that accept the applicable Loan\nModification Offer (such Lenders, the \"[Accepting Lenders]{.underline}\",\nand each Permitted Amendment shall become effective only with respect to\nthe Loans o"}, {"title": "airbnb.txt", "text": "f the Accepting Lenders. In connection with any Loan\nModification Offer, the Borrower may, at its sole option, with respect\nto one or more of the Lenders that are not Accepting Lenders (each, a\n\"[Non-Accepting Lender]{.underline}\" replace such Non-Accepting Lender\npursuant to Section\n\n ------ -- --\n \n -74- \n ------ -- --\n\n2.16(b). Upon the effectiveness of any Permitted Amendment and any\nassignment of any Non-Accepting Lender' Revolving Commitments pursuant\nto Section 2.16(b), subject to the payment of applicable amounts\npursuant to Section 2.13 in connection therewith, the Borrower shall be\ndeemed to have made such borrowings and repayments of the Loans, and the\nLenders shall make such adjustments of outstanding Loans between and\namong them, as shall be necessary to effect the reallocation of the\nRevolving Commitments such that, after giving effect thereto, (x) the\nLoans denominated in dollars shall be held by the Lenders (including the\nEligible Assignees as the new Lenders) ratably in accordance with their\nPro Rata Percentages and (y) the Loans denominated in an Alternative\nCurrency shall be held by the Lenders (including the Eligible Assignees\nas the new Lenders) ratably in accordance with their Pro Rata\nPercentages.\n\n(b)The Borrower and each Accepting Lender shall execute and deliver to\nthe Administrative Agent a Loan Modification Agreement and such other\ndocumentation as the Administrative Agent shall reasonably specify to\nevidence the acceptance of the Permitted Amendments and the terms and\nconditions thereof. The Administrative Agent shall promptly notify each\nLender as to the effectiveness of each Loan Modification Agreement. Each\nof the parties hereto hereby agrees that, upon the effectiveness of any\nLoan Modification Agreement, this Agreement shall be deemed amended to\nthe extent (but only to the extent) necessary to reflect the existence\nand terms of the Permitted Amendment evidenced thereby and only with\nrespect to the Loans and Revolving Commitments of the Accepting Lenders,\nincluding any amendments necessary to treat the applicable Loans and/or\nRevolving Commitments of the Accepting Lenders as a new \"lass\"or\n\"ranche\"of loans and/or commitments hereunder. Notwithstanding the\nforegoing, no Permitted Amendment shall become effective unless the\nAdministrative Agent, to the extent reasonably requested by the\nAdministrative Agent,"}, {"title": "airbnb.txt", "text": "shall have received legal opinions, board\nresolutions, officer' and secretary' certificates and other\ndocumentation consistent with those delivered on the Effective Date\nunder this Agreement.\n\n(c)\"[Permitted Amendments]{.underline}\"means any or all of the\nfollowing: (i) an extension of the Maturity Date applicable solely to\nthe Loans and/or Revolving Commitments of the Accepting Lenders,\n\n\\(ii\\) an increase in the interest rate with respect to the Loans and/or\nRevolving Commitments of the Accepting Lenders, (iii) the inclusion of\nadditional fees to be payable to the Accepting Lenders in connection\nwith the Permitted Amendment (including any commitment fees and upfront\nfees), (iv) such amendments to this Agreement and the other Loan\nDocuments as shall be appropriate, necessary or advisable, in the\nreasonable judgment of the Administrative Agent and the Borrower, to\nprovide the rights and benefits of this Agreement and other Loan\nDocuments to each new \"lass\"or \"ranche\"of loans and/or commitments\nresulting therefrom; [provided]{.underline} that extensions of\nBorrowings shall be made pro rata across \"lasses\"or \"ranches\"of loans\nand/or commitments and payments of principal and intereston Loans\n(including Loans of Accepting Lenders) shall continue to be shared pro\nrata in accordance with Section 2.15, except that notwithstanding\nSection 2.15 the Loans and Revolving Commitments of the Non-Accepting\nLenders may be repaid and terminated on their applicable Maturity Date,\nand may be so repaid or terminated without any pro rata reduction of the\ncommitments and repayment of Loans of Accepting Lenders with a different\nMaturity Date and (v) such other amendments to this Agreement and the\nother Loan Documents as shall be appropriate, necessary or advisable, in\nthe reasonable judgment of the Administrative Agent and the Borrower, to\ngive effect to the foregoing Permitted Amendments.\n\n(d)This Section 2.18 shall supersede any provision in Section 9.02 to\nthe contrary. Notwithstanding any reallocation into extending and\nnon-extending \"lasses\"or \"ranches\"in connection with a Permitted\nAmendment, all Loans to the Borrower under this Agreement shall rank\npari\n\n-passu in right of payment.\n\nSECTION 2.19.\u00a0\u00a0\u00a0\u00a0wingline Loans.\n\n ------ -- --\n \n -75- \n ------ -- --\n\n(a)Subject to the terms and conditions set forth herein, the Swingline\nLender agrees to make Swingline"}, {"title": "airbnb.txt", "text": "Loans from time to time in dollars to\nthe Borrower during the Revolving Availability Period, in an aggregate\nprincipal amount at any time outstanding that will not result in (i) the\naggregate principal amount of outstanding Swingline Loans exceeding\n\\$50,000,000 to the Borrower, (ii) the total Aggregate Revolving\nExposure exceeding the Aggregate Revolving Commitment, (iii) the\naggregate principal amount of outstanding Swingline Loans (to the extent\nthat the other Lenders shall not have funded their participations) and\nRevolving Exposure of the Swingline Lender (solely in its capacity as a\nLender) exceeding the Revolving Commitment of the Swingline Lender, or\n(iv) any other limitation set forth in Section 2.01 or 2.02 not being\nsatisfied after giving effect to such Swingline Loan;\n[provided]{.underline} that the Swingline Lender shall not be required\nto make a Swingline Loan to refinance an outstanding Swingline Loan.\nWithin the foregoing limits and subject to the terms and conditions set\nforth herein, the Borrower may borrow, prepay and reborrow Swingline\nLoans without premium or penalty. To request a Swingline Loan, the\nBorrower shall notify the Administrative Agent of such request by\ntelephone (confirmed by facsimile), not later than 2:00 p.m., New York\nCity time., on the day of a proposed Swingline Loan. Each such notice\nshall be irrevocable and shall specify the requested date (which shall\nbe a Business Day), the Borrower and amount of the requested Swingline\nLoan. The Administrative Agent will promptly advise the Swingline Lender\nof any such notice received from the Borrower. The Swingline Lender\nshall make each Swingline Loan available to the Borrower by means of\nremitting the amounts to an account of the Borrower (or, in the case of\na Swingline Loan made to finance the reimbursement of an LC Disbursement\nas provided in [Section 2.20(e)]{.underline}, by remittance to the\nApplicable Issuing Bank).\n\n(b)The Swingline Lender may by written notice given to the\nAdministrative Agent not later than 12:00 p.m. (noon), New York City\ntime, on any Business Day require the Lenders to acquire participations\non such Business Day in all or a portion of the Swingline Loans\noutstanding. Such notice shall specify the aggregate amount of Swingline\nLoans in which the applicable Lenders will participate. Promptly upon\nreceipt of such notice, the Administrative Agent will g"}, {"title": "airbnb.txt", "text": "ive notice\nthereof to each Lender, specifying in such notice such Lender' Pro Rata\nPercentage of such Swingline Loan or Loans. Each Lender hereby\nabsolutely and unconditionally agrees, upon receipt of notice as\nprovided above, to pay to the Administrative Agent, for the account of\nthe Swingline Lender, such Lender' Pro Rata Percentage of such Swingline\nLoan or Loans in dollars. Each Lender acknowledges and agrees that its\nobligation to acquire participations in Swingline Loans pursuant to this\nparagraph, is absolute and unconditional and shall not be affected by\nany circumstance whatsoever, including the occurrence and continuance of\na Default or reduction or termination of the Revolving Commitments, and\nthat each such payment shall be made without any offset, abatement,\nwithholding or reduction whatsoever. Each Lender shall comply with its\nobligation under this paragraph by wire transfer of immediately\navailable funds, in the same manner as provided in [Sections\n2.04(a)]{.underline} and [(b)]{.underline} with respect to Loans made by\nsuch Lender (and\n\n[Sections 2.04(a)]{.underline} and [(b)]{.underline} shall apply,\n[mutatis mutandis]{.underline}, to the payment obligations of theLenders), and the Administrative Agent shall promptly pay to the\nSwingline Lender the amounts so received by it from the Lenders. The\nAdministrative Agent shall notify the Borrower of any participations in\nany Swingline Loan acquired pursuant to this paragraph, and thereafter\npayments in respect of such Swingline Loan shall be made to the\nAdministrative Agent and not to the Swingline Lender. Any amounts\nreceived by the Swingline Lender from the Borrower (or other party on\nbehalf of the Borrower) in respect of a Swingline Loan after receipt by\nthe Swingline Lender of the proceeds of a sale of participations therein\nshall be promptly remitted to the Administrative Agent; any such amounts\nreceived by the Administrative Agent shall be promptly remitted by the\nAdministrative Agent to the Lenders that shall have made their payments\npursuant to this paragraph and to the Swingline Lender, as their\ninterests may appear; [provided]{.underline} that any such payment so\nremitted shall be repaid to the Swingline Lender or to the\nAdministrative Agent, as applicable, if and to the extent such payment\nis required to be refunded to the Borrower for any reason. The purchase\nof participations in a S"}, {"title": "airbnb.txt", "text": "wingline Loan pursuant to this paragraph shall\nnot relieve the Borrower of any default in the payment thereof.\n\n ------ -- --\n \n -76- \n ------ -- --\n\n(c)The Administrative Agent, on behalf of the Swingline Lender, shall\nrequest settlement (a \"[Settlement]{.underline}\" with the Lenders on at\nleast a weekly basis or on any date that the Administrative Agent\nelects, by notifying the Lenders of such requested Settlement by\nfacsimile, telephone, or e-mail no later than 1:00 p.m., New York City\ntime, on the date of such requested Settlement (the \"[Settlement\nDate]{.underline}\". Each Lender (other than the Swingline Lender, in the\ncase of the Swingline Loans) shall transfer the amount of such Lender'\nPro Rata Percentage of the outstanding principal amount of the\napplicable Loan with respect to which Settlement is requested to the\nAdministrative Agent, to such account of the Administrative Agent as the\nAdministrative Agent may designate, not later than 3:00 p.m., New York\nCity time on such Settlement Date. Settlements may occur during the\nexistence of a Default and whether or not the applicable conditions\nprecedent set forth in [Section 4.02]{.underline} have then been\nsatisfied. Such amounts transferred to the Administrative Agent shall be\napplied against the amounts of the Swingline Lender' Swingline Loans\nand, together with the Swingline Lender' Pro Rata Percentage of such\nSwingline Loan, shall constitute Loans of such Lenders, respectively. If\nany such amount is not transferred to the Administrative Agent by any\nLender on such Settlement Date, the Swingline Lender shall be entitled\nto recover such amount on demand from such Lender together with interest\nthereon as specified in [Section 2.04(b).]{.underline}\n\nSECTION 2.20.\u00a0\u00a0\u00a0\u00a0etters of Credit.\n\n(a)[General.]{.underline} Subject to the terms and conditions set forth\nherein, the Borrower may request the issuance of Letters of Credit\ndenominated in Agreed Currencies (provided that the aggregate amount of\nall Letters of Credit issued in an Alternative Currency shall not exceed\nthe Dollar Equivalent of\n\n\\$50,000,000) for its own account or for the account of the Borrower and\nany of the Guarantors, with each Letter of Credit being in a form\nreasonably acceptable to the Administrative Agent and the Applicable\nIssuing Bank, at any time and from time to time during the Revolving\nAvailability Period. In"}, {"title": "airbnb.txt", "text": "the event of any inconsistency between the terms\nand conditions of this Agreement and the terms and conditions of any\nform of letter of credit application or other agreement submitted by the\nBorrower to, or entered into by the Borrower with, an Issuing Bank\nrelating to any Letter of Credit, the terms and conditions of this\nAgreement shall control. It is hereby acknowledged and agreed that and\neach of the letters of credit described on Schedule 2.20 (the \"[Existing\nLetters of Credit]{.underline}\" shall constitute a \"etter of Credit\"for\nall purposes of this Agreement and shall be deemed issued under this\nAgreement on the Effective Date.\n\n(b)[Notice of Issuance, Amendment, Renewal, Extension; Certain\nConditions.]{.underline} To request the issuance of a Letter of Credit\n(or the amendment, renewal or extension of an outstanding Letter of\nCredit), the Borrower shall hand deliver or facsimile (or transmit by\nelectronic communication, if arrangements for doing so have been\napproved by the Applicable Issuing Bank) to the Applicable Issuing Bank\nand the Administrative Agent (prior to 12:30 p.m. at least three\nBusiness Days prior to the requested date of issuance, amendment,\nrenewal or extension) a notice requesting the issuance of a Letter of\nCredit, or identifying the Letter of Credit to be amended, renewed or\nextended, and specifying the date of issuance, amendment, renewal or\nextension (which shall be a Business Day), the date on which such Letter\nof Credit is to expire (which shall comply with [paragraph\n(c)]{.underline} of this Section), the amount and Agreed Currency of\nsuch Letter of Credit, to which Borrower' account the Letter of Credit\nwill apply, the name and address of the beneficiary thereof and such\nother information as shall be necessary to prepare, amend, renew or\nextend such Letter of Credit. If requested by the Applicable Issuing\nBank, the Borrower also shall submit a letter of credit application on\nthe Applicable Issuing Bank' standard form in connection with any\nrequest for a Letter of Credit. A Letter of Credit shall be issued,\namended, renewed or extended only if (and upon issuance, amendment,\nrenewal or extension of each Letter of Credit the Borrower shall be\ndeemed to represent and warrant that), after giving effect to such\nissuance, amendment, renewal or extension (i) the LC Exposure shall not\nexceed \\$200,000,000, (ii) the Aggregate Revolvin"}, {"title": "airbnb.txt", "text": "g Exposure shall not\nexceed the Aggregate Revolving Commitments, (iii) the Issuing Bank\nIssued Amount with respect to the Applicable Issuing Bank shall not\nexceed the Issuing Bank Individual Sublimit of the\n\n ------ -- --\n \n -77- \n ------ -- --\n\nApplicable Issuing Bank (unless otherwise agreed by the Applicable\nIssuing Bank), and (iv) all other Revolving Exposure limitations set\nforth in Sections 2.01 and 2.02 would be satisfied.\n\nAn Issuing Bank shall not be under any obligation to issue any Letter of\nCredit if:\n\n(i)any order, judgment or decree of any Governmental Authority or\narbitrator shall by its terms purport to enjoin or restrain such Issuing\nBank from issuing such Letter of Credit, or any law applicable to such\nIssuing Bank shall prohibit, or require that such Issuing Bank refrain\nfrom, the issuance of letters of credit generally or such Letter of\nCredit in particular or shall impose upon such Issuing Bank with respect\nto such Letter of Credit any restriction, reserve or capital requirement\n(for which such Issuing Bank is not otherwise compensated hereunder) not\nin effect on the Effective Date, or shall impose upon such Issuing Bank\nany unreimbursed loss, cost or expense that was not applicable on the\nEffective Date and that such Issuing Bank in good faith deems material\nto it; or\n\n(ii)the issuance of such Letter of Credit would violate one or more\npolicies of such Issuing Bank applicable to letters of credit generally.\n\n(c)[Expiration Date.]{.underline} Each Letter of Credit shall expire at\nor prior to the close of business on the earlier of (i) the date one\nyear after the date of the issuance of such Letter of Credit (or, in the\ncase of any renewal or extension thereof, one year after such renewal or\nextension) and (ii) the date that is five Business Days prior to the\nMaturity Date.\n\n(d)[Participations.]{.underline} By the issuance of a Letter of Credit\n(or an amendment to a Letter of Credit increasing the amount thereof)\nand without any further action on the part of the Applicable Issuing\nBank or the Lenders, the Applicable Issuing Bank hereby grants to each\nLender, and each Lender hereby acquires from the Applicable Issuing\nBank, a participation in such applicable Letter of Credit equal to such\nLender' Pro Rata Percentage, as applicable, of the aggregate amount\navailable to be drawn under such applicable Letter of Credit. In\nc"}, {"title": "airbnb.txt", "text": "onsideration and in furtherance of the foregoing, each Lender hereby\nabsolutely and unconditionally agrees to pay to the Administrative\nAgent, for the account of the Applicable Issuing Bank, such Lender' Pro\nRata Percentage of each LC Disbursement made by the Applicable Issuing\nBank and not reimbursed by the Borrower on the date due as provided in\n[paragraph (e)]{.underline} of this Section, or of any reimbursement\npayment required to be refunded to the Borrower for any reason in each\ncase in the applicable Agreed Currency. Each Lender acknowledges and\nagrees that its obligation to acquire participations pursuant to this\nparagraph in respect of Letters of Credit is absolute and unconditional\nand shall not be affected by any circumstance whatsoever, including any\namendment, renewal or extension of any Letter of Credit or the\noccurrence and continuance of a Default or reduction or termination of\nthe Commitments, and that each such payment shall be made without any\noffset, abatement, withholding or reduction whatsoever.\n\n(e)[Reimbursement.]{.underline} If the Applicable Issuing Bank shall\nmake any LC Disbursement in respect of such Letter of Credit, the\nBorrower shall reimburse such LC Disbursement in the applicable Agreed\nCurrency by paying to the Administrative Agent an amount equal to such\nLC Disbursement not later than noon on the date that is one Business Day\nimmediately following the day that such LC Disbursement is made;\n[provided]{.underline} that the Borrower may, subject to the conditions\nto borrowing set forth herein, request in accordance with [Section\n2.03]{.underline} or [2.19]{.underline} that such payment be financed\nwith a Revolving Borrowing or Swingline Loan in an equivalent amount\nand, to the extent so financed, the Borrower' obligation to make such\npayment shall be discharged and replaced by the resulting Revolving\nBorrowing or Swingline Loan. If the Borrower fails to make such payment\nwhen due, the Administrative Agent shall notify each Lender of the\napplicable LC Disbursement, the payment then due from the Borrower in\n\n ------ -- --\n \n -78- \n ------ -- --\n\nrespect thereof and such Lender' Pro Rata Percentage thereof. Promptly\nfollowing receipt of such notice, each applicable Lender shall pay to\nthe Administrative Agent such Pro Rata Percentage of the payment in the\napplicable Agreed Currency, then due from the Borrower,"}, {"title": "airbnb.txt", "text": "in the same\nmanner as provided in [Sections 2.04(a)]{.underline} and\n[2.04(b)]{.underline} with respect to Loans made by such Lender (and\n[Sections 2.04(a)]{.underline} and [2.04(b)]{.underline} shall apply,\n*mutatis mutandis*, to the payment obligations of the Lenders), and the\nAdministrative Agent shall promptly pay to the Applicable Issuing Bank\nthe amounts so received by it from the applicable Lenders. Promptly\nfollowing receipt by the Administrative Agent of any payment from the\nBorrower pursuant to this paragraph, the Administrative Agent shall\ndistribute such payment to the Applicable Issuing Bank or, to the extent\nthat Lenders have made payments pursuant to this paragraph to reimburse\nthe Applicable Issuing Bank, then to such applicable Lenders and the\nApplicable Issuing Bank as their interests may appear. Any payment made\nby a Lender pursuant to this paragraph to reimburse the Applicable\nIssuing Bank for any LC Disbursement (other than the funding of Loans or\na Swingline Loan as contemplated above) shall not constitute a Loan and\nshall not relieve the Borrower of their obligation to reimburse such LC\nDisbursement.\n\n(f)[Obligations Absolute]{.underline}. The Borrower' obligation to\nreimburse LC Disbursements as provided in [paragraph (e)]{.underline} of\nthis Section shall be absolute, unconditional and irrevocable, and shall\nbe performed strictly in accordance with the terms of this Agreement\nunder any and all circumstances whatsoever and irrespective of (i) any\nlack of validity or enforceability of any Letter of Credit, any Letter\nof Credit Agreement or this Agreement, or any term or provision therein,\n(ii) any draft or other document presented under a Letter of Credit\nproving to be forged, fraudulent or invalid in any respect or any\nstatement therein being untrue or inaccurate in any respect, (iii)\npayment by the Applicable Issuing Bank under a Letter of Credit against\npresentation of a draft or other document that does not comply with the\nterms of such Letter of Credit, or (iv) any other event or circumstance\nwhatsoever, whether or not similar to any of the foregoing, that might,\nbut for the provisions of this Section, constitute a legal or equitable\ndischarge of, or provide a right of setoff against, the Borrower'\nobligations hereunder. Neither the Administrative Agent, the Lenders nor\nany Issuing Bank, nor any of their Related Parties, shall ha"}, {"title": "airbnb.txt", "text": "ve any\nliability or responsibility by reason of or in connection with the\nissuance or transfer of any Letter of Credit or any payment or failure\nto make any payment thereunder (irrespective of any of the circumstances\nreferred to in the preceding sentence), or any error, omission,\ninterruption, loss or delay in transmission or delivery of any draft,\nnotice or other communication under or relating to any Letter of Credit\n(including any document required to make a drawing thereunder), any\nerror in interpretation of technical terms, any error in translation or\nany consequence arising from causes beyond the control of such Letter of\nCredit' Applicable Issuing Bank; [provided]{.underline} that the\nforegoing shall not be construed to excuse an Issuing Bank from\nliability to the Borrower to the extent of any direct damages (as\nopposed to special, indirect, consequential or punitive damages, claims\nin respect of which are hereby waived by the Borrower to the extent\npermitted by applicable law) suffered by the Borrower that are caused by\nsuch Issuing Bank' gross negligence or willful misconduct (as finally\ndetermined by a court of competent jurisdiction). In furtherance of the\nforegoing andwithout limiting the generality thereof, the parties agree\nthat, with respect to documents presented which appear on their face to\nbe in substantial compliance with the terms of a Letter of Credit, the\nApplicable Issuing Bank may, in its sole discretion, either accept and\nmake payment upon such documents without responsibility for further\ninvestigation, regardless of any notice or information to the contrary,\nor refuse to accept and make payment upon such documents if such\ndocuments are not in strict compliance with the terms of such Letter of\nCredit.\n\n(g)[Disbursement Procedures.]{.underline} The Applicable Issuing Bank\nshall, promptly following its receipt thereof, examine all documents\npurporting to represent a demand for payment under a Letter of Credit.\nThe Applicable Issuing Bank shall promptly notify the Administrative\nAgent and the Borrower by telephone (confirmed by facsimile) or\nelectronic mail of such demand for payment and whether the Applicable\nIssuing Bank has made or will make an LC Disbursement thereunder;\n[provided]{.underline} that any\n\n ------ -- --\n \n -79- \n ------ -- --\n\nfailure to give or delay in giving such notice shall not relieve the\nBo"}, {"title": "airbnb.txt", "text": "rrower of its obligation to reimburse the Applicable Issuing Bank and\nthe Lenders with respect to any such LC Disbursement.\n\n(h)[Interim Interest.]{.underline} If the Applicable Issuing Bank shall\nmake any LC Disbursement, then, unless the Borrower shall reimburse such\nLC Disbursement in full on the date such LC Disbursement is made, the\nunpaid amount thereof shall bear interest, for each day from and\nincluding the date such LC Disbursement is made to but excluding the\ndate that the Borrower reimburses such LC Disbursement, at the rate *per\nannum* then applicable to ABR Loans; [provided]{.underline} that, if the\nBorrower fails to reimburse such LC Disbursement when due pursuant to\n[paragraph (e)]{.underline} of this Section, then [Section\n2.10(f)]{.underline} shall apply. Interest accrued pursuant to this\nparagraph shall be for the account of the Applicable Issuing Bank,\nexcept that interest accrued on and after the date of payment by any\nLender pursuant to [paragraph (e)]{.underline} of this Section to\nreimburse the Applicable Issuing Bank shall be for the account of such\nLender to the extent of such payment.\n\n(i)[Replacement of an Issuing Bank; Additional Issuing Banks;\nResignation.]{.underline}\n\n(i)Any Issuing Bank may be replaced at any time by written agreement\namong the Borrower, the Administrative Agent, the replaced Issuing Bank\nand the successor Issuing Bank. The Administrative Agent shall notify\nthe Lenders of any such replacement of an Issuing Bank. At the time any\nsuch replacement shall become effective, the Borrower shall pay all\nunpaid fees accrued for the account of the replaced Issuing Bank\npursuant to [Section 2.08(b)]{.underline}. From and after the effective\ndate of any such replacement, (i) the successor Issuing Bank shall have\nall the rights and obligations of an Issuing Bank under this Agreement\nwith respect to Letters of Credit to be issued thereafter and (ii)\nreferences herein to the term \"ssuing Bank\"shall be deemed to refer to\nsuch successor or to any previous Issuing Bank, or to such successor and\nall previous Issuing Banks, as the context shall require. After the\nreplacement of an Issuing Bank hereunder, the replaced Issuing Bank\nshall remain a party hereto and shall continue to have all the rights\nand obligations of an Issuing Bank under this Agreement with respect to\nLetters of Credit issued by it prior to such replacement, but"}, {"title": "airbnb.txt", "text": "shall not\nbe required to issue additional Letters of Credit.\n\n(ii)The Borrower may, at any time and from time to time with the consent\nof the Administrative Agent (which consent shall not be unreasonably\nwithheld, denied, conditioned or delayed) and such Lender, designate one\nor more additional Lenders (not to exceed five such Lenders at any time)\nto act as an issuing bank under the terms of this Agreement. Any Lender\ndesignated as an issuing bank pursuant to this [paragraph\n(i)(ii)]{.underline} shall be deemed to be an \"ssuing Bank\"(in addition\nto being a Lender) in respect of Letters of Credit issued or to be\nissued by such Lender, and, with respect to such Letters of Credit, such\nterm shall thereafter apply to the other Issuing Bank and such Lender.\n\n(iii)Any Issuing Bank may resign at any time by giving 30 days'prior\nnotice to the Administrative Agent, the Lenders and the Borrower. After\nthe resignation of an Issuing Bank hereunder, the retiring Issuing Bank\nshall remain a party hereto and shall continue to have all the rights\nand obligations of an Issuing Bank under this Agreement and the other\nLoan Documents with respect to Letters of Credit issued by it prior to\nsuch resignation, but shall not be required to issue additional Letters\nof Credit or to extend, reinstate, or otherwise amend any then existing\nLetter of Credit.\n\n(j)[Cash Collateralization.]{.underline} If any Event of Default shall\noccur and be continuing, or if any Letter of Credit extends past the\nMaturity Date, on the Business Day that the Borrower receives notice\nfrom the Required Lenders (or, if the maturity of the Loans has been\naccelerated, the Administrative Agent) demanding the deposit of cash\ncollateral pursuant to this paragraph, the Borrower shall deposit in\n\n ------ -- --\n \n -80- \n ------ -- --\n\nan account with the Administrative Agent, in the name of the\nAdministrative Agent and for the benefit of the Lenders (the \"[LC\nCollateral Account]{.underline}\", an amount in cash equal to 103% of the\nLC Exposure of the Borrower as of such date plus accrued and unpaid\ninterest thereon; [provided]{.underline} that the obligation to deposit\nsuch cash collateral shall become effective immediately, and such\ndeposit shall become immediately due and payable, without demand or\nother notice of any kind, upon the occurrence of any Event of Default\nwith respect to the Borrower de"}, {"title": "airbnb.txt", "text": "scribed in Section 7.01(h) or (i). Such\ndeposit shall be held by the Administrative Agent as collateral for the\npayment and performance of the Obligations. In addition, and without\nlimiting the foregoing or paragraph (c) of this Section, if any LC\nExposure remain outstanding after the expiration date specified in\nSection 2.01, the Borrower shall immediately deposit into the LC\nCollateral Account an amount in cash equal to 103% of such LC Exposure\nas of such date [plus]{.underline} any accrued and unpaid interest\nthereon. The Administrative Agent shall have exclusive dominion and\ncontrol, including the exclusive right of withdrawal, over such account\nand the Borrower hereby grants the Administrative Agent a security\ninterest in the LC Collateral Account to secure the Obligations of the\nBorrower. Other than any interest earned on the investment of such\ndeposits, which investments shall be made at the option and sole\ndiscretion of the Administrative Agent and at the Borrower' risk and\nexpense, such deposits shall not bear interest. Interest or profits, if\nany, on such investments shall accumulate in each such account. Moneys\nin each such account shall be applied by the AdministrativeAgent to\nreimburse the Issuing Banks for LC Disbursements on account of the\nBorrower for which it has not been reimbursed and, to the extent not so\napplied, shall be held for the satisfaction of the reimbursement\nobligations of the Borrower for the LC Exposure at such time or, if the\nmaturity of the Loans has been accelerated, be applied to satisfy other\nObligations. If the Borrower is required to provide an amount of cash\ncollateral hereunder as a result of the occurrence of an Event of\nDefault, such amount (to the extent not applied as aforesaid) shall be\nreturned to the Borrower within three Business Days after all such\nEvents of Defaults have been cured or waived.\n\n(k)[Reporting.]{.underline} No later than 9:00 a.m., New York City time,\non the second Business Day prior to the last day of each calendar\nquarter (the \"[Reporting Time]{.underline}\", each Issuing Bank shall\nprovide the Administrative Agent with a summary of all (A) outstanding\nissuances at such time and (B) Letter of Credit activity during such\ncalendar quarter. It is understood and agreed that, for purposes of the\ncalculation of fees payable pursuant to [Section 2.09(d)]{.underline},\nany Letter of Credit activity o"}, {"title": "airbnb.txt", "text": "ccurring after the Reporting Time shall\nbe deemed to have occurred in the immediately succeeding calendar\nquarter.\n\nSECTION 2.21.\u00a0\u00a0\u00a0\u00a0[Revolving Commitment Increase]{.underline}.\n\n(a)The Borrower may at any time or from time to time after the Effective\nDate, by notice to the Administrative Agent (whereupon the\nAdministrative Agent shall promptly deliver a copy to each of the\nLenders), request one or more increases in the amount of the Revolving\nCommitments (each such increase, a \"[Revolving Commitment\nIncrease]{.underline}\"; [provided]{.underline} that both at the time of\nany such request and upon the effectiveness of any Incremental Amendment\nreferred to below, no Event of Default shall exist. Each Revolving\nCommitment Increase shall be in an aggregate principal amount that is\nnot less than\n\n\\$25,000,000 (or such lower amount that either (A) represents all\nremaining availability under the limit set forth in the next sentence or\n(B) is acceptable to the Administrative Agent). Notwithstanding anything\nto the contrary herein, the aggregate amount of the Revolving Commitment\nIncreases shall not exceed\n\n\\$500,000,000 (the \"[Commitment Increase Cap]{.underline}\". Each notice\nfrom the Borrower pursuant to this [Section 2.21]{.underline} shall set\nforth the requested amount and proposed terms of the relevant Revolving\nCommitment Increase. Revolving Commitment Increases may be made by any\nexisting Lender or by any other bank or other financial institution (any\nsuch other bank or other financial institution being called an\n\"[Additional Lender]{.underline}\"; [provided]{.underline} that the\nrelevant Persons under [Section 9.04(b)]{.underline} shall have\nconsented (in each case, not to be unreasonably withheld or delayed) to\nsuch Lender' or Additional Lender' Revolving Commitment Increase, if\nsuch consent would be required under [Section 9.04(b)]{.underline} for\nan assignment of Loans to such Lender or Additional Lender. Each\nArranger agrees, upon the request of the\n\n ------ -- --\n \n -81- \n ------ -- --\n\nBorrower and pursuant to mutually satisfactory engagement and\ncompensation arrangements, to use its commercially reasonable efforts to\nobtain any Additional Lenders to make any such requested Revolving\nCommitment Increase; [provided]{.underline} that each Arranger'\nagreement to use such efforts does not constitute a commitment to\nprovide any such reque"}, {"title": "airbnb.txt", "text": "sted Revolving Commitment Increase.\n\n(b)Commitments in respect of any Revolving Commitment Increase shall\nbecome Revolving Commitments under this Agreement pursuant to an\namendment (an \"[Incremental Amendment]{.underline}\" to this Agreement\nand, as appropriate, the other Loan Documents, executed by the Borrower,\neach Lender agreeing to provide such Revolving Commitment Increase, if\nany, each Additional Lender, if any, and the Administrative Agent. The\nIncremental Amendment may, without the consent of any other Lenders,\neffect such amendments to this Agreement and the other Loan Documents as\nmay be necessary or appropriate, in the reasonable opinion of the\nAdministrative Agent and the Borrower, to effect the provisions of this\n[Section 2.21]{.underline}. The effectiveness of any Incremental\nAmendment shall be subject to the satisfaction on the date thereof\n(each, a \"[Revolving Commitment Increase Closing Date]{.underline}\" of\neach of the conditions set forth in [Section 4.02]{.underline} (it being\nunderstood that all references to \"he date of such Borrowing\"or similar\nlanguage in such [Section 4.02]{.underline} shall be deemed to refer to\nthe effective date of such Incremental Amendment). Notwithstanding the\nforegoing, no Incremental Amendment shall become effective unless the\nAdministrative Agent, to the extent reasonably requested by the\nAdministrative Agent, shall have received legal opinions, board\nresolutions, officer' and secretary' certificates and other\ndocumentation consistent with those delivered on the Effective Date\nunder this Agreement. The Borrower may use the proceeds of Loans\nprovided pursuant to any Revolving Commitment Increase for any purpose\nnot prohibited by this Agreement. No Lender shall be obligated to\nprovide any Revolving Commitment Increase unless it so agrees in its\nsole discretion. Any Lender that fails to respond to a request to\nincrease its Commitment shall be deemed to have declined such request.\n\n(c)The Loans and Revolving Commitments established pursuant to this\nparagraph shall constitute Loans and Revolving Commitments under, and\nshall be entitled to all the benefits afforded by, this Agreement and\nthe other Loan Documents, and shall, without limiting the foregoing,\nbenefit equally and ratably from the Guarantees provided under Article\nX.\n\n(d)After giving effect to any Revolving Commitment Increase, it may be\nthe case that t"}, {"title": "airbnb.txt", "text": "he outstanding Loans are not held pro rata in accordance\nwith the new Revolving Commitments. In order to remedy the foregoing, on\nthe effective date of the applicable Revolving Commitment Increase, each\nof the parties hereto (including each Additional Lender) agrees that the\nAdministrative Agent may take any and all action as may be reasonably\nnecessary to ensure that, after giving effect to such Revolving\nCommitment Increase, the Loans will be held by the Lenders (including,\nwithout limitation, any Additional Lenders), pro rata in accordance with\nthe Pro Rata Percentages hereunder (after giving effect to the\napplicable Revolving Commitment Increase).\n\n(e)This [Section 2.21]{.underline} shall supersede any provision herein\nto the contrary.\n\nARTICLE III\n\n[Representations and Warranties]{.underline}\n\nThe Borrower and each Guarantor represents and warrants to the\nAdministrative Agent, each Issuing Bank and each of the Lenders, on the\nEffective Date and on each other date on which representations and\nwarranties are required to be, or are deemed to be, made under the Loan\nDocuments, that:\n\n ------ -- --\n \n -82- \n ------ -- --\n\nSECTION 3.01.\u00a0\u00a0\u00a0\u00a0[Organization; Powers]{.underline}. The Borrower and\neach Guarantor and each other Material Subsidiary is duly organized,\nvalidly existing and (to the extent the concept is applicable in such\njurisdiction) in good standing under the laws of the jurisdiction of its\norganization, has all power and authority and all material Governmental\nApprovals required for the ownership and operation of its material\nproperties and the conduct of its material business as now conducted\nand, except where the failure to do so, individually or in the\naggregate, would not reasonably be expected to result in a Material\nAdverse Effect, is qualified to do business, and is in good standing, in\nevery jurisdiction where such qualification is required.\n\nSECTION 3.02.\u00a0\u00a0\u00a0\u00a0[Authorization; Enforceability]{.underline}. The\nTransactions to be entered into by the Borrower and each Guarantor are\nwithin the Borrower' and Guarantor' corporate or other organizational\npowers and have been duly authorized by all necessary corporate or other\norganizational and, if required, stockholder or other equityholder\naction of the Borrower and each Guarantor. This Agreement has been duly\nexecuted and delivered by the Borrower and each Guarantor and\nconstitu"}, {"title": "airbnb.txt", "text": "tes, and each other Loan Document, when executed and delivered\nby the Borrower and each Guarantor, will constitute, a legal, valid and\nbinding obligation of the Borrower or such Guarantor, as applicable,\nenforceable against it in accordance with its terms, subject to\napplicable bankruptcy, insolvency, reorganization, moratorium,\nwinding-up or other laws affecting creditors'rights generally and to\ngeneral principles of equity, regardless of whether considered in a\nproceeding in equity or at law.\n\nSECTION 3.03.\u00a0\u00a0\u00a0\u00a0[Governmental Approvals; Absence of\nConflicts]{.underline}. The Transactions (a) do not require any consent\nor approval of, registration or filing with or any other action by any\nGovernmental Authority, except such as have been obtained or made and\nare in full force and effect and except to the extent failure to obtain\nany such consent, approval, registration, filing or other action would\nnot reasonably be expected to result in a Material Adverse Effect, (b)\nwill not violate any applicable law, including any order of any\nGovernmental Authority, except to the extent any such violations,\nindividually or in the aggregate, would not reasonably be expected to\nresult in a Material Adverse Effect, (c) do not require consent or\napproval, except such as have been obtained and are in full force and\neffect, under, and will not violate, the certificate or formation or\nlimited liability company agreement of the Borrower, (d) will not\nviolate or result (alone or with notice or lapse of time or both) in a\ndefault under any indenture or other agreement or instrument in respect\nof Material Indebtedness binding upon the Borrower or any Subsidiary or\nany of their assets, or give rise to a right thereunder to require any\npayment, repurchase or redemption to be made by the Borrower or any\nSubsidiary, or give rise to a right of, or result in, any termination,\ncancellation, acceleration or right of renegotiation of any obligation\nthereunder, in each case except to the extent that the foregoing,\nindividually or in the aggregate, would not reasonably be expected to\nresult in a Material Adverse Effect and (e) except for Permitted Liens\nor other Liens permitted under Section 6.02, will not result in the\ncreation or imposition of any Lien on any asset of the Borrower or any\nSubsidiary.\n\nSECTION 3.04.\u00a0\u00a0\u00a0\u00a0[Financial Condition; No Material Adverse\nChange]{.underline}.\n\n(a)The Borr"}, {"title": "airbnb.txt", "text": "ower has heretofore furnished to the Lenders its audited\nconsolidated balance sheet and related consolidated statements of\noperations, shareholders'equity and cash flows (i) as of and for the\nfiscal year ended December 31, 2021, and (ii) as of and for the fiscal\nquarter and the portion of the fiscal year ended June 30, 2022. Such\nfinancial statements present fairly, in all material respects, the\nfinancial position, results of operations and cash flows of the Borrower\nand its consolidated Subsidiaries as of such dates and for such periods\nin accordance in all material respects with GAAP, subject to normal\nyear-end audit adjustments and, in the case of the statements referred\nto in clause (ii) above, the absence of footnotes.\n\n ------ -- --\n \n -83- \n ------ -- --\n\n(b)Since December 31, 2021, there has been no event or condition that\nhas resulted, or would reasonably be expected to result, in a material\nadverse change in the business, assets, liabilities, operations or\nfinancial condition of the Borrower and the Subsidiaries, taken as a\nwhole.\n\nSECTION 3.05.\u00a0\u00a0\u00a0\u00a0[Properties]{.underline}.\n\n(a)The Borrower and each Subsidiary has good title to, or valid\nleasehold interests in, or rights to use, all its property material to\nits business, subject to Liens permitted by Section 6.02 and except (i)\nfor defects in title that, individually or in the aggregate, do not\nmaterially detract from the value of the affected property or materially\ninterfere with the ordinary conduct of business of the Borrower or any\nSubsidiary or (ii) for any failure to do so that, individually or in the\naggregate, would not reasonably be expected to result in a Material\nAdverse Effect.\n\n(b)The Borrower and each Subsidiary owns, or is licensed to use, all\npatents, trademarks, copyrights, technology, software, domain names and\nother intellectual property that is necessary for the conduct of its\nbusiness as currently conducted, without conflict with the rights of any\nother Person, except to the extent that such failure to own or license,\nor any such conflict, individually or in the aggregate, would not\nreasonably be expected to result in a Material Adverse Effect. No\npatents, trademarks, copyrights technology, software, domain names or\nother intellectual property used by the Borrower or any Subsidiary in\nthe operation of its business infringes upon, misappropriates or\notherwise"}, {"title": "airbnb.txt", "text": "violates the intellectual property rights of any other Person,\nexcept for any such infringements, misappropriations or other violations\nthat, individually or in the aggregate, would not reasonably be expected\nto result in a Material Adverse Effect. No claim or litigation regarding\nany patents, trademarks, copyrights, technology, software, domain names\nor other intellectual property owned or used by the Borrower or any\nSubsidiary is pending or, to the knowledge of the Borrower or any\nSubsidiary, threatened in writing against the Borrower or any Subsidiary\nthat, individually or in the aggregate, has a reasonable likelihood of\nan adverse determination and such adverse determination would reasonably\nbe expected to result in a Material Adverse Effect.\n\nSECTION 3.06.\u00a0\u00a0\u00a0\u00a0[Litigation and Environmental Matters]{.underline}.\n\n(a)Except as set forth in [Schedule 3.06]{.underline}, there are no\nactions, suits or proceedings by or before any Governmental Authority or\narbitrator pending against or, to the knowledge of the Borrower or any\nSubsidiary, threatened in writing against the Borrower or any Subsidiary\nthat (i) has a reasonable likelihood of an adverse determination and\nsuch adverse determination would reasonably be expected, individually or\nin the aggregate, to result in a Material Adverse Effect or (ii) involve\nany of the Loan Documents.\n\n(b)Except with respect to any matters that, individually or in the\naggregate, would not reasonably be expected to result in a Material\nAdverse Effect: neither the Borrower nor any Subsidiary (i) has failed\nto comply with any Environmental Law or to obtain, maintain or comply\nwith any Governmental Approval required under any Environmental Law,\n(ii) is subject to any Environmental Liability, (iii) has received\nwritten notice of any claim with respect to any Environmental Liability\nor (iv) knows of any fact, incident, event or condition that would\nreasonably be expected to form the basis for any Environmental\nLiability.\n\nSECTION 3.07.\u00a0\u00a0\u00a0\u00a0[Compliance with Laws]{.underline}.\n\n(a)The Borrower and each Subsidiary is in compliance with all laws,\nincluding all orders of Governmental Authorities, applicable to it or\nits property, except where the failure to comply, individually or in the\naggregate, would not reasonably be expected to result in a Material\nAdverse Effect.\n\n ------ -- --\n \n -84- \n ------ -- --\n\n(b)The Borr"}, {"title": "airbnb.txt", "text": "ower has implemented and maintains in effect policies and\nprocedures designed to ensure compliance by the Borrower and the\nSubsidiaries (subject to Section 5.08) and their respective directors,\nofficers, employees and agents with Anti-Corruption Laws and applicable\nSanctions, and the Borrower and the Subsidiaries and their respective\nofficers and directors and, to the knowledge of the Borrower or any\nSubsidiary, their respective employees and agents are in compliance with\nAnti- Corruption Laws and applicable Sanctions in all material respects.\nNone of (a) the Borrower, any Subsidiary or their respective directors\nor officers or, to the knowledge of the Borrower or any Subsidiary, any\nof their respective employees, or (b) to the knowledge of the Borrower\nor any Subsidiary, any agent of the Borrower or any Subsidiary that will\nact in any capacity in connection with or benefit from any credit\nfacility established hereby, is a Sanctioned Person. The Transactions do\nnot violate any Anti-\n\nCorruption Law, the USA PATRIOT Act or applicable Sanctions. No\nBorrowing, Letter of Credit or other transaction contemplated by this\nAgreement will violate any Anti-Corruption Law or applicable Sanctions.\nThe Borrower will not request any Borrowing or Letter of Credit, and the\nBorrower will not use, and will procure that the Subsidiaries and its or\ntheir respective directors, officers, employees and agents will not use,\ndirectly, to its knowledge, or indirectly, the proceeds of any Borrowing\nor Letter of Credit (i) in furtherance of an offer, payment, promise to\npay, or authorization of the payment or giving of money, or anything\nelse of value, to any Person in violation of any Anti-Corruption Laws,\n(ii) for the purpose of funding, financing or facilitating any\nactivities, business or transaction of or with any Sanctioned Person, or\nin any Sanctioned Country, to the extent such activities, business or\ntransactions are prohibited by Sanctions (iii) in any manner that would\nresult in the violation of any Sanctions applicable to any party hereto.\n\nSECTION 3.08.\u00a0\u00a0\u00a0\u00a0[Investment Company Status]{.underline}. None of the\nBorrower or any Guarantor is an \"nvestment company\"as defined in, or\nsubject to regulation under, the Investment Company Act of 1940.\n\nSECTION 3.09.\u00a0\u00a0\u00a0\u00a0[Taxes]{.underline}. The Borrower and each Subsidiary\nhave timely filed or caused to be filed all Tax returns and rep"}, {"title": "airbnb.txt", "text": "orts\nrequired to have been filed and have paid or caused to be paid all Taxes\nrequired to have been paid by them, except where (a) (i) the validity or\namount thereof is being contested in good faith by appropriate\nproceedings, (ii) the Borrower or such Subsidiary, as applicable, has\nset aside on its books reserves with respect thereto to the extent\nrequired by GAAP and (iii) such contest effectively suspends collection\nof the contested obligation and the enforcement of any Lien securing\nsuch obligation or (b) the failure to do so would not, individually or\nin the aggregate, reasonably be expected to result in a Material Adverse\nEffect.\n\nSECTION 3.10.\u00a0\u00a0\u00a0\u00a0[ERISA]{.underline}. No ERISA Events have occurred or\nare reasonably expected to occur that would, in the aggregate,\nreasonably be expected to result in a Material Adverse Effect. The\nBorrower and each ERISA Affiliate has fulfilled its obligations under\nthe minimum funding standards of ERISA and the Code with respect to each\nPlan and is in compliance with the presently applicable provisions of\nERISA and the Code with respect to each Plan, in each case, except as\nwould not, individually or in the aggregate, reasonably be expected toresult in a Material Adverse Effect. Except as would not reasonably be\nexpected to result in a Material Adverse Effect, neither the Borrower\nnor any ERISA Affiliate has (a) sought a waiver of the minimum funding\nstandard under Section 412 of the Code in respect of any Plan, (b)\nfailed to make any contribution or payment to any Plan or Multiemployer\nPlan, or made any amendment to any Plan that has resulted or could\nresult in the imposition of a Lien or the posting of a bond or other\nsecurity under ERISA or the Code, or (c) incurred any liability under\nTitle IV of ERISA other than a liability to the PBGC for premiums under\nSection 4007 of ERISA that are not past due. The Borrower does not and\nwill not hold \"lan assets\"(within the meaning of 29 CFR \u00a72510.3- 101, as\nmodified by Section 3(42) of ERISA).\n\n ------ -- --\n \n -85- \n ------ -- --\n\nSECTION 3.11.\u00a0\u00a0\u00a0\u00a0[Solvency]{.underline}. Immediately after giving effect\nto the consummation of the Transactions to occur on such date, including\nthe making of any Loans and the application of the proceeds thereof, (i)\nthe fair value of the assets of the Borrower and the Subsidiaries on a\nconsolidated basis, at a fair valuation on"}, {"title": "airbnb.txt", "text": "a going concern basis, will\nexceed the debts and liabilities, direct, subordinated, contingent or\notherwise, of the Borrower and the Subsidiaries on a consolidated basis;\n(ii) the present fair saleable value of the property of the Borrower and\nthe Subsidiaries on a consolidated and going concern basis will be\ngreater than the amount that will be required to pay the probable\nliability of the Borrower and the Subsidiaries on a consolidated basis\non their debts and other liabilities, direct, subordinated, contingent\nor otherwise, as such debts and other liabilities become absolute and\nmatured in the ordinary course of business; (iii) the Borrower and the\nSubsidiaries on a consolidated basis will be able to pay their debts and\nliabilities, direct, subordinated, contingent or otherwise, as such\ndebts and liabilities become absolute and matured in the ordinary course\nof business; and (iv) the Borrower and the Subsidiaries on a\nconsolidated basis will not have unreasonably small capital with which\nto conduct the businesses in which they are engaged as such businesses\nare now conducted.\n\nSECTION 3.12.\u00a0\u00a0\u00a0\u00a0[Disclosure]{.underline}. Each of the written reports,\nfinancial statements, certificates and other written information (other\nthan financial projections, budgets, estimates, other forward-looking\ninformation, and information of a general economic or industry-specific\nnature) furnished by or on behalf of the Borrower or any Subsidiary to\nthe Administrative Agent, any Arranger or any Lender in connection with\nthe negotiation of this Agreement or any other Loan Document is and will\nbe, when furnished and taken as a whole, complete and correct in all\nmaterial respects and does not and will not, when furnished and taken as\na whole, contain any untrue statement of a material fact or omit to\nstate a material fact necessary to make the statements contained therein\nnot materially misleading in light of the circumstances under which such\nstatements are made (in each case after giving effect to all supplements\nand updates provided thereto prior to the Effective Date). The financial\nprojections that have been furnished by or on behalf of the Borrower or\nany Subsidiary to the Administrative Agent, any Arranger or any Lender\nin connection with the negotiation of this Agreement or any other Loan\nDocument have been prepared in good faith based upon assumptions that\nare believed b"}, {"title": "airbnb.txt", "text": "y the Borrower to be reasonable at the time such financial\nprojections are furnished to the Administrative Agent, any Arranger or\nany Lender, it being understood and agreed that financial projections\nare as to future events and are not to be viewed as facts, are subject\nto significant uncertainties and contingencies, many of which are out of\nthe Borrower', or its Subsidiaries'control, that no assurance can be\ngiven that any particular projections will be realized, that the\nfinancial projections is not a guarantee of financial performance and\nthat actual results during the period or periods covered by such\nprojections may differ significantly from the projected results and such\ndifferences may be material.\n\nSECTION 3.13.\u00a0\u00a0\u00a0\u00a0[Federal Reserve Regulations]{.underline}. Neither the\nBorrower nor any Subsidiary is engaged or will engage, principally or as\none of its important activities, in the business of purchasing or\ncarrying margin stock (within the meaning of Regulation U of the Board\nof Governors), or extending credit for the purpose of purchasing or\ncarrying margin stock. No part of the proceeds of the Loans or any\nLetter of Credit will be used to purchase or carry margin stock, toextend credit for others to purchase or carry margin stock or for any\npurpose that entails, and no other action will be taken by the Borrower\nand the Subsidiaries that would result in, a violation of Regulations T,\nU and X of the Board of Governors.\n\nSECTION 3.14.\u00a0\u00a0\u00a0\u00a0[Use of Proceeds]{.underline}. The Borrower will use\nthe proceeds of the Loans to (i) finance the Effective Date Refinancing,\n(ii) pay fees and expenses incurred in connection with the Effective\nDate Refinancing and the Transactions and (iii) for working capital in\nthe ordinary course of business and for general corporate purposes of\nthe Borrower and the Subsidiaries.\n\n ------ -- --\n \n -86- \n ------ -- --\n\nSECTION 3.15.\u00a0\u00a0\u00a0\u00a0[Ranking of Obligations]{.underline}. The obligations\nof the Borrower under the Loan Documents rank at least equally with all\nof the unsubordinated unsecured Indebtedness of the Borrower, and ahead\nof all subordinated Indebtedness, if any, of the Borrower.\n\nSECTION 3.16.\u00a0\u00a0\u00a0\u00a0[Labor Matters]{.underline}. Except as set forth in\n[Schedule 3.16]{.underline} and except in the aggregate to the extent\nthe same has not had and could not be reasonably expected to have a\nMaterial Adverse Eff"}, {"title": "airbnb.txt", "text": "ect, (a) there are no strikes, lockouts, slowdowns\nor other labor disputes against any Loan Party or any Subsidiary pending\nor, to the knowledge of the Loan Parties, threatened in writing, and (b)\nthe hours worked by and payments made to employees of the Loan Parties\nand the Subsidiaries have not been in violation of the Fair Labor\nStandards Act or any other applicable Federal, state, local or foreign\nlaw dealing with such matters.\n\nSECTION 3.17.\u00a0\u00a0\u00a0\u00a0[Subsidiaries]{.underline}. [Schedule 3.17]{.underline}\nsets forth as of the Effective Date a list of all Subsidiaries of the\nBorrower, the jurisdiction of their formation or organization, as the\ncase may be, and the percentage ownership interest of such Subsidiary'\nparent company therein, and such Schedule shall denote which\nsubsidiaries as of the Effective Date are not Guarantors.\n\nSECTION 3.18.\u00a0\u00a0\u00a0\u00a0[Beneficial Ownership Certification]{.underline}. As of\n(a) the Effective Date, the information included in any Beneficial\nOwnership Certification delivered pursuant to Section 4.01(g) is true\nand correct in all respects and (b) as of the date delivered, the\ninformation included in any Beneficial Ownership Certification delivered\npursuant to Section 5.01(g) is true and correct in all respects.\n\nARTICLE IV\n\n[Conditions]{.underline}\n\nSECTION 4.01. [Effective Date]{.underline}. The effectiveness of this\nAgreement and the obligations of the Lenders to make Loans and each\nIssuing Bank to issue Letters of Credit hereunder shall not become\neffective until the date on which each of the following conditions shall\nbe satisfied (or waived):\n\na.The Administrative Agent shall have received a counterpart of this\nAgreement executed by each party hereto (which, subject to Section\n9.06(b), may include any Electronic Signatures transmitted by telecopy,\nemailed pdf. or any other electronic means that reproduces an image of\nan actual executed signature page).\n\nb.The Administrative Agent shall have received written opinions\n(addressed to the Administrative Agent, the Issuing Banks and the\nLenders and dated the Effective Date) of Simpson Thacher & Bartlett LLP,\ncounsel to the Borrower and the Guarantors, in form and substance\ncustomary for financings of this type.\n\nc.The Administrative Agent shall have received a certificate of the\nBorrower and each Guarantor, dated the Effective Date and executed by\nthe secretary, an assistant secretary"}, {"title": "airbnb.txt", "text": "or a director of the Borrower and\neach Guarantor, as applicable, attaching (i) a copy of each\norganizational document of the Borrower and each Guarantor which shall,\nto the extent applicable, be certified as of the Effective Date or a\nrecent date prior thereto by the appropriate Governmental Authority,\n(ii) signature and incumbency certificates of the officers or directors,\nas applicable, of the Borrower and each Guarantor, as applicable\nexecuting each Loan Document,\n\n\\(iii\\) resolutions of the board of directors or shareholders, as\napplicable, of the Borrower and each Guarantor, as applicable approving\nand authorizing the execution, delivery and performance of the Loan\nDocuments, certified as of the Effective Date by such secretary,\nassistant secretary or director as being in full force and effect\nwithout modification or amendment, and (iv) a good\n\n ------ -- --\n \n -87- \n ------ -- --\n\nstanding certificate (where relevant) from the Secretary of State or\nsimilar Governmental Authority of the jurisdiction of organization or\nformation, if applicable, for the Borrower and each Guarantor, dated the\nEffective Date or a recent date prior thereto, in each case, in formand\nsubstance customary for financings of this type.\n\nd.The Administrative Agent shall have received a certificate, dated the\nEffective Date and signed by a Responsible Officer of the Borrower,\ncertifying that, as of the Effective Date and after giving effect to the\nTransactions that are to occur on such date, (i) the representations and\nwarranties of the Borrower and the Guarantors set forth in the Loan\nDocuments are true and correct (A) in the case of the representations\nand warranties qualified as to materiality, in all respects and (B)\notherwise, in all material respects and (ii) no Default or Event of\nDefault has occurred and is continuing.\n\ne.The Administrative Agent shall have received a certificate\nsubstantially in the form of [Exhibit E]{.underline} from the Borrower,\ndated the Effective Date and signed by a Responsible Officer of the\nBorrower.\n\nf.All reasonable out-of-pocket costs, expenses (including reasonable and\ndocumented legal fees and expenses of one outside counsel) and fees\ncontemplated by the Loan Documents, or otherwise agreed by the Borrower\nwith the Arrangers, to be reimbursable or payable by or on behalf of the\nBorrower to the Arrangers (or their Affiliates)"}, {"title": "airbnb.txt", "text": ", the Administrative\nAgent or the Lenders shall have been paid on or prior to the Effective\nDate, in each case, to the extent required to be paid on or prior to the\nEffective Date and, in the case of such costs and expenses, invoiced at\nleast three (3) Business Days prior to the Effective Date.\n\ng.The Lenders shall have received at least three (3) Business Days prior\nto the Effective Date, to the extent reasonably requested by the\nAdministrative Agent or any Lender at least ten Business Days prior to\nthe Effective Date, all documentation and other information required by\nregulatory authorities under applicable \"now your customer\"and\nanti-money laundering rules and regulations, including, without\nlimitation, the USA PATRIOT Act and the Beneficial Ownership Regulation,\nincluding, to each Lender that so requests, a Beneficial Ownership\nCertification to the extent the Borrower qualifies as a \"egal\nentity\"customer under the Beneficial Ownership Regulation.\n\nh.The Effective Date Refinancing shall have occurred substantially\nconcurrently with the Transactions.\n\nFor purposes of determining compliance with the conditions specified in\nthis [Section 4.01]{.underline}, the Administrative Agent, each Issuing\nBank and each Lender as of the Effective Date shall, upon the execution\nand delivery by the Administrative Agent, each such Issuing Bank and\neach such Lender of their respective signature pages to this Agreement,\nbe deemed to have consented to, approved or accepted or to be satisfied\nwith, each document or other matter required hereunder to be consented\nto or approved by or acceptable or satisfactory to the Administrative\nAgent, each such Issuing Bank and each such Lender.\n\nThe Administrative Agent shall notify the Borrower and the Lenders of\nthe Effective Date, and such notice shall be conclusive and binding.\n\nSECTION 4.02.\u00a0\u00a0\u00a0\u00a0[Each Revolving Credit Event]{.underline}. The\nobligation of each Lender to make a Loan and of each Issuing Bank to\nissue, amend, renew or extend Letters of Credit on the occasion of each\nBorrowing (other than any conversion or continuation of any outstanding\nLoans) or issuance, amendment,\n\n ------ -- --\n \n -88- \n ------ -- --\n\nrenewal or extension of Letters of Credit is subject to receipt of the\nBorrowing Request therefor in accordance herewith and to the\nsatisfaction of the following conditions:\n\n(a)The representations an"}, {"title": "airbnb.txt", "text": "d warranties of the Borrower and the Guarantors\nset forth in the Loan Documents (other than, after the Effective Date,\nthe representations set forth in Sections 3.04(b) and 3.06(a)) shall be\ntrue and correct (i) in the case of the representations and warranties\nqualified as to materiality, in all respects and (ii) otherwise, in all\nmaterial respects, in each case on and as of the date of such Borrowing,\nexcept in the case of any such representation or warranty that expressly\nrelates to a prior date, in which case such representation or warranty\nshall be so true and correct (i) in the case of the representations and\nwarranties qualified as to materiality, in all respects and (ii)\notherwise, in all material respects, in each case, on and as of such\nprior date.\n\n(b)At the time of and immediately after giving effect to such Borrowing,\nno Default or Event of Default shall have occurred and be continuing.\n\nOn the date of any Borrowing (other than any conversion or continuation\nof any outstanding Loans and any amendment to any Letter of Credit that\nincreases or extends such Letter of Credit), the Borrower shall be\ndeemed to have represented and warranted that the conditions specified\nin paragraphs (a) and (b) of this Section have been satisfied.\n\nARTICLE V\n\n[Affirmative Covenants]{.underline}\n\nThe Borrower and the Guarantors covenant and agree with each Lender and\neach Issuing Bank that, until the Termination Date:\n\nSECTION 5.01.\u00a0\u00a0\u00a0\u00a0[Financial Statements and Other\nInformation]{.underline}. The Borrower will furnish to the\nAdministrative Agent, on behalf of each Lender:\n\n(a)within 90 days after the end of each fiscal year of the Borrower,\ncommencing with the fiscal year ending December 31, 2022, its audited\nconsolidated balance sheet and related consolidated statements of\noperations, shareholders'equity and cash flows as of the end of and for\nsuch fiscal year, setting forth in each case in comparative form the\nfigures for the prior fiscal year, all audited by and accompanied by the\nopinion of PricewaterhouseCoopers LLP or another independent registered\npublic accounting firm of recognized national standing (without a \"oing\nconcern\"or like qualification or exception (other than any qualification\nor exception with respect to or resulting from (i) an upcoming scheduled\nfinal maturity of any Loans or other Indebtedness occurring within one\nyear from the time such opinio"}, {"title": "airbnb.txt", "text": "n is delivered or (ii) any prospective or\nactual default or event of default under any financial covenant\nhereunder or a financial covenant in any other Indebtedness) and without\nany qualification, exception or emphasis as to the scope of such audit)\nto the effect that such consolidated financial statements present\nfairly, in all material respects, the financial position, results of\noperations and cash flows of the Borrower and its consolidated\nSubsidiaries on a consolidated basis as of the end of and for such year\nin accordance in all material respects with GAAP;\n\n(b)within 45 days after the end of each of the first three fiscal\nquarters of each fiscal year of the Borrower, its consolidated balance\nsheet as of the end of such fiscal quarter, the related consolidated\nstatements of operations for such fiscal quarter and the then elapsed\nportion of the fiscal year and the related statements of cash flows for\nthe then elapsed portion of the fiscal\n\n ------ -- --\n \n -89- \n ------ -- --\n\nyear, in each case setting forth in comparative form the figures for the\ncorresponding period or periods of (or, in the case of the balance\nsheet, as of the end of) the prior fiscal year, all certified by a\nFinancial Officer of the Borrower as presenting fairly, in all material\nrespects, the financial position, results of operations and cash flows\nof the Borrower and its consolidated Subsidiaries on a consolidated\nbasis as of the end of and for such fiscal quarter and such portion of\nthe fiscal year in accordance with in all material respects GAAP,\nsubject to normal year-end audit adjustments and the absence of certain\nfootnotes;\n\n(c)concurrently with each delivery of financial statements under clause\n(a) or (b) above, a completed Compliance Certificate signed by a\nFinancial Officer of the Borrower, (i) certifying as to whether a\nDefault has occurred and is continuing on such date and, if a Default\nhas occurred and is continuing on such date, specifying the details\nthereof and any action taken or proposed to be taken with respect\nthereto and (ii) setting forth reasonably detailed calculations\ndemonstrating compliance with Section 6.06(a) and (b);\n\n(d)concurrently with any delivery of financial statements under [clause\n(a)]{.underline} above and within 60 days after the end of each of the\nfirst three fiscal quarters of each fiscal year of the Borrower, the\nBorro"}, {"title": "airbnb.txt", "text": "wer shall provide unaudited financial statements of corresponding\ncharacter and for dates and periods as in [clauses (a)]{.underline} and\n[(b)]{.underline} covering, to the extent consolidated, the VIEs, in\neach case together with a consolidating statement reflecting\neliminations or adjustments required to reconcile the financial\nstatements of such VIEs, as applicable, to the financial statements\ndelivered pursuant to such [clauses (a)]{.underline} and\n[(b);]{.underline}\n\n(e)promptly after the same become publicly available, copies of all\nperiodic and other reports, proxy statements and other materials filed\nby the Borrower or any Subsidiary with the SEC or with any national\nsecurities exchange;\n\n(f)promptly after any request therefor, such other information (i)\nregarding the operations, business affairs, assets, liabilities and\nfinancial condition of the Borrower or any Subsidiary (subject to the\nlimitations described in the last sentence of Section 5.07), or\ncompliance with the terms of any Loan Documents, as the Administrative\nAgent or any Lender (through the Administrative Agent) may reasonably\nrequest in writing and (ii) regarding sustainability matters and\npractices of the Borrower or any Subsidiary (including with respect to\ncorporate governance, environmental, social and employee matters,\nrespect for human rights, anti-corruption and anti-bribery), as the\nAdministrative Agent or any Lender (through the Administrative Agent)\nmay reasonably request for purposes of compliance with any legal or\nregulatory requirement applicable to it; and\n\n(g)promptly following any request therefor, provide information and\ndocumentation reasonably requested by the Administrative Agent or any\nLender for purposes of compliance with applicable \"now your customer\"and\nanti-money-laundering rules and regulations, including, without\nlimitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.\n\nNotwithstanding anything to the contrary in this [Section\n5.01]{.underline}, none of the Borrower nor any Subsidiary will be\nrequired to disclose or permit the inspection or discussion of, any\ndocument, information or other matter (i) that constitutes non-financial\ntrade secrets or non-financial proprietary information, (ii) in respect\nof which disclosure to the Administrative Agent or any Lender (or their\nrespective representatives or contractors) is prohibited by law or any"}, {"title": "airbnb.txt", "text": "binding agreement or (iii) that is subject to attorney client or similar\nprivilege or constitutes attorney work product.\n\n ------ -- --\n \n -90- \n ------ -- --\n\nInformation required to be delivered pursuant to clause (a), (b), (d) or\n(e) of this Section shall be deemed to have been delivered to the\nLenders if such information, or one or more annual or quarterly reports\ncontaining such information, shall have been posted by the\nAdministrative Agent on an IntraLinks or similar site to which the\nLenders have been granted access or shall be available on the website of\nthe SEC at http://www.sec.gov or on the website of the Borrower.\nInformation required to be delivered pursuant to this Section to the\nAdministrative Agent may also be delivered by electronic communications\npursuant to procedures approved by the Administrative Agent.\n\nSECTION 5.02.\u00a0\u00a0\u00a0\u00a0[Notices of Material Events]{.underline}. Promptly\nafter any Responsible Officer of the Borrower or any Guarantor obtains\nactual knowledge thereof, the Borrower will furnish to the\nAdministrative Agent written notice of the following:\n\n(a)the occurrence of, or receipt by the Borrower or any Guarantor of any\nwritten notice claiming the occurrence of, any Default;\n\n(b)the filing or commencement of any action, suit or proceeding by or\nbefore any arbitrator or Governmental Authority against the Borrower or\nany Subsidiary, or any adverse development in any such pending action,\nsuit or proceeding not previously disclosed in writing by the Borrower\nto the Administrative Agent and the Lenders, that in each case has a\nreasonable likelihood of an adverse determination and such determination\nwould reasonably be expected to result in a Material Adverse Effect or\nthat in any manner questions the validity of any Loan Document;\n\n(c)the occurrence of any ERISA Event that, alone or together with any\nother ERISA Events that have occurred would reasonably be expected to\nresult in a Material Adverse Effect; or\n\n(d)any other development that has resulted, or would reasonably be\nexpected to result, in a Material Adverse Effect.\n\nEach notice delivered under this Section shall be accompanied by a\nstatement of a Responsible Officer of the Borrower setting forth the\ndetails of the event or development requiring such notice and any action\ntaken or proposed to be taken with respect thereto.\n\nSECTION 5.03.\u00a0\u00a0\u00a0\u00a0[Existence; Conduct"}, {"title": "airbnb.txt", "text": "of Business]{.underline}. The\nBorrower and each Guarantor will, and will cause each Subsidiary to, do\nor cause to be done all things necessary to preserve, renew and keep in\nfull force and effect (a) its legal existence and (b) the rights,\nlicenses, permits, privileges and franchises material to the conduct of\nthe business of the Borrower and its Subsidiaries taken as a whole,\nexcept, in the case of this clause (b), where the failure to do so,\nindividually or in the aggregate, would not reasonably be expected to\nresult in a Material Adverse Effect; [provided]{.underline} that the\nforegoing shall not prohibit any transaction permitted under Article VI.\n\nSECTION 5.04.\u00a0\u00a0\u00a0\u00a0[Payment of Taxes]{.underline}. The Borrower and each\nGuarantor will, and will cause each Subsidiary to, pay its Taxes before\nthe same shall become delinquent or in default by more than forty-five\n(45) days, except where (a) (i) the validity or amount thereof is being\ncontested in good faith by appropriate proceedings, (ii) the Borrower or\nsuch Subsidiary has set aside on its books reserves with respect thereto\nto the extent required by GAAP and (iii) such contest effectively\nsuspends collection of the contested obligation and the enforcement of\nany Lien securing such obligation or (b) the failure to make payment\nwould not, individually or in the aggregate, reasonably be expected to\nresult in a Material Adverse Effect.\n\n ------ -- --\n \n -91- \n ------ -- --\n\nSECTION 5.05.\u00a0\u00a0\u00a0\u00a0[Maintenance of Properties and Rights]{.underline}. The\nBorrower and each Guarantor will, and will cause each Subsidiary to,\nkeep and maintain all property material to the conduct of its business\nin good working order and condition, ordinary wear and tear and casualty\nand condemnation excepted, and will take all actions reasonably\nnecessary to maintain and protect all patents, trademarks, copyrights,\ntechnology, software, domain names and other intellectual property\nrights (including licenses thereto) necessary to the conduct of its\nbusiness as currently conducted and proposed to be conducted, except in\neach case (i) for the lapse or expiration of registered intellectual\nproperty rights at the end of the applicable statutory term, or (iii)\nwhere the failure to maintain or take any such actions, individually or\nin the aggregate, would not reasonably be expected to result in a\nMaterial Adverse Effect; [prov"}, {"title": "airbnb.txt", "text": "ided]{.underline} that the foregoing shall\nnot prohibit any transaction permitted under Article VI.\n\nSECTION 5.06.\u00a0\u00a0\u00a0\u00a0[Insurance]{.underline}. The Borrower and each\nGuarantor will, and will cause each Subsidiary to, maintain, with\ninsurance companies that the Borrower believes (in the good faith\njudgment of the management of the Borrower) are financially sound and\nreputable (including captive insurance subsidiaries), insurance in such\namounts (with no greater risk retention) and against such risks as is\ncustomarily maintained by companies of established repute engaged in the\nsame or similar businesses operating in the same or similar locations.\n\nSECTION 5.07.\u00a0\u00a0\u00a0\u00a0[Books and Records; Inspection and Audit\nRights]{.underline}. The Borrower and each Guarantor will, and will\ncause each Subsidiary to, keep proper books of record and account in\nwhich full, true and correct entries in accordance, in all material\nrespects, with GAAP and applicable law are made of all material dealings\nand transactions in relation to its business and activities. The\nBorrower and each Guarantor will, and will cause each Subsidiary to,\npermit the Administrative Agent (acting on its own behalf or on behalf\nof any of the Lenders), and any agent designated by the Administrative\nAgent, solely during the existence of an Event of Default, upon\nreasonable prior notice, (a) to visit and reasonably inspect its\nproperties, (b) to examine and make extracts from its books and records\nand (c) to discuss its operations, business affairs, assets, liabilities\nand financial condition with its officers and independent accountants,\nall at such reasonable times during normal business hours and as often\nas reasonably requested; [provided]{.underline} that the Administrative\nAgent collectively may not exercise such rights more often than once\nduring any calendar year and the Administrative Agent (or any of their\nagents) may do any of the foregoing (at the reasonable expense of the\nBorrower) at any time during normal business hours and upon reasonable\nadvance notice. The Administrative Agent shall give the Borrower the\nopportunity to participate in any discussions with the Borrower'\nindependent accountants. Notwithstanding anything to the contrary in\nthis Section, neither the Borrower nor any Subsidiary shall be required\nto disclose, permit the inspection, examination or making copies or\nabstracts of, or discu"}, {"title": "airbnb.txt", "text": "ssion of, any document, information or other\nmatter that (i) constitutes non-financial trade secrets or non-financial\nproprietary information, (ii) in respect of which disclosure to the\nAdministrative Agent (or its agents) is prohibited by applicable law or\nany binding confidentiality agreement between the Borrower or any\nSubsidiary and a Person that is not the Borrower or any Subsidiary not\nentered into in contemplation of preventing such disclosure, inspection,\nexamination or discussion or (iii) is subject to attorney-client or\nsimilar privilege or constitutes attorney work-product.\n\nSECTION 5.08.\u00a0\u00a0\u00a0\u00a0[Compliance with Laws]{.underline}. The Borrower and\neach Guarantor will, and will cause each Subsidiary to, comply with all\nlaws, including all Environmental Laws and ERISA, and all orders of any\nGovernmental Authority, applicable to it, its operations or its\nproperty, except where the failure to do so, individually or in the\naggregate, would not reasonably be expected to result in a Material\nAdverse Effect. The Borrower and each Guarantor will maintain in effect\nand enforce policies and procedures reasonably designed to promote\ncompliance by the Borrower, the Subsidiaries and theirrespective\ndirectors, officers, employees and agents (in each case, in their\nrespective capacities as such) with Anti-Corruption Laws and Sanctions.\n\n ------ -- --\n \n -92- \n ------ -- --\n\nSECTION 5.09.\u00a0\u00a0\u00a0\u00a0[Use of Proceeds]{.underline}.\n\n(a)The proceeds of the Loans will be used (a) on the Effective Date to\n(i) finance the Effective Date Refinancing, (ii) finance in part the\nother Transactions, (iii) pay fees and expenses incurred in connection\nwith the Effective Date Refinancing and the Transactions and (b) on and\nafter the Effective Date used for working capital in the ordinary course\nof business and general corporate purposes of the Borrower and the\nSubsidiaries.\n\n(b)The Borrower will not request any Borrowing or Letter of Credit, and\nthe Borrower will not use, and will procure that the Subsidiaries and\nits or their respective directors, officers, employees and agents will\nnot use, directly or, to its knowledge, indirectly, the proceeds of any\nBorrowing or Letter of Credit (i) in furtherance of an offer, payment,\npromise to pay, or authorization of the payment or giving of money, or\nanything else of value, to any Person in violation of any\nAnti-Corruption Laws"}, {"title": "airbnb.txt", "text": ", (ii) for the purpose of funding, financing or\nfacilitating any activities, business or transaction of or with any\nSanctioned Person, or in any Sanctioned Country, to the extent such\nactivities, business or transaction are prohibited by Sanctions (iii) in\nany manner that would result in the violation of any Sanctions\napplicable to any party hereto, or (iv) to purchase or carry margin\nstock or to extend credit to others for the purpose of purchasing or\ncarrying margin stock or for any other purpose that would result in a\nviolation of Regulations T, U and X of the Board of Governors.\n\nSECTION 5.10.\u00a0\u00a0\u00a0\u00a0[Guaranty]{.underline}.\n\n(a)The payment and performance of the Obligations of the Borrower shall\nbe unconditionally guaranteed by each Subsidiary (other than a Foreign\nSubsidiary or an Excluded Subsidiary), in each case, pursuant to Article\nX hereof or pursuant to one or more supplements hereto or other guaranty\nagreements in form and substance reasonably acceptable to the\nAdministrative Agent, as the same may be amended, modified or\nsupplemented from time to time (individually a\n\"[Guaranty]{.underline}\"and collectively the \"[Guaranties]{.underline}\"\neach Subsidiary party to this Agreement and each additional Subsidiary,\nupon the execution and delivery of the applicable Guaranty, a\n\"[Guarantor]{.underline}\"and collectively the\n\"[Guarantors]{.underline}\".\n\n(b)In the event that (x) any Subsidiary (other than a Foreign Subsidiary\nor an Excluded Subsidiary) is acquired or created or ceases to be an\nExcluded Subsidiary after the Effective Date or (y) the Borrower (in its\nsole discretion) otherwise elects to designate a Subsidiary as a\nGuarantor after the Effective Date, the Borrower shall cause such Person\nto execute and deliver to the Administrative Agent,\n\n\\(i\\) within 60 days after acquisition, creation or cessation in the\ncase of clause (x) and (ii) at the time of designation in the case of\nclause (y), an Additional Guarantor Supplement substantially in the form\nattached as [Exhibit F]{.underline} or such other form reasonably\nacceptable to the Administrative Agent, and the Borrower shall also\ndeliver to the Administrative Agent, or cause such Person to deliver to\nthe Administrative Agent, at the Borrower' cost and expense, such other\ninstruments, documents, certificates and opinions of the type delivered\non the Effective Date pursuant to Section 4.01(b), 4.01(c)"}, {"title": "airbnb.txt", "text": "and 4.01(d),\nto the extent reasonably required by the Administrative Agent in\nconnection therewith.\n\n(c)Upon delivery of written notice to the Administrative Agent by a\nResponsible Officer of the Borrower certifying that, as to a particular\nGuarantor, (i) such Guarantor is electing (in its sole discretion) to be\nreleased from its Guarantee hereunder and (ii) the conditions set forth\nin clause (a) that would require such Guarantor to remain a Guarantor do\nnot apply or, after giving effect to any substantially concurrent\ntransactions, including any repayment of Indebtedness or release of a\nguaranty, will not apply, or such Guarantor is, or after giving effect\nto any substantially concurrent transactions will be, an Excluded\nSubsidiary, such Guarantor shall be automatically released from its\nobligations (including its Guaranty) hereunder without further required\naction by any Person; *provided* that,\n\n ------ -- --\n \n -93- \n ------ -- --\n\nnotwithstanding the foregoing, no Guarantor shall cease to be a\nGuarantor solely as a result of such Guarantor becoming an Excluded\nSubsidiary pursuant to clause (a) of the definition thereof if the\ntransaction by which such Guarantor would become an Excluded Subsidiary\nwas not entered into in connection with a sale or disposition of the\nEquity Interests of such Guarantor for fair market value to a third\nparty that is not an Affiliate (or Related Party) of the Borrower for a\nbona fide business purpose. The Administrative Agent, at the Borrower'\nexpense, shall execute and deliver to the applicable Guarantor any\ndocuments or instruments as such Guarantor may reasonably request to\nevidence the release of such Guaranty.\n\n(d)For the avoidance of doubt, in the event any Guarantor is released\nfrom its Guarantee pursuant to clause (c) above, the requirements of\nSection 5.10(a) shall no longer apply going forward with respect to such\nformer Guarantor (and Section 5.10(a) shall not cause any springing\nGuarantee with respect to such released Guarantor after such release\noccurs).\n\nSECTION 5.11.\u00a0\u00a0\u00a0\u00a0[\\[Reserved\\]]{.underline}\n\nSECTION 5.12.\u00a0\u00a0\u00a0\u00a0[\\[Reserved\\]]{.underline}\n\nSECTION 5.13.\u00a0\u00a0\u00a0\u00a0[Transactions with Affiliates]{.underline}. The\nBorrower and the Guarantors will not, and will cause its Subsidiaries to\nnot, engage in transactions by or among the Borrower and the Guarantors,\nsell or transfer any property or assets to,"}, {"title": "airbnb.txt", "text": "or purchase or acquire any\nproperty or assets from, or otherwise engage in any other transactions\nwith, any of its Affiliates, involving aggregate payments or\nconsideration in excess of \\$25,000,000 in any fiscal year unless:\n\n(a)such transaction is on terms that are not materially less favorable\nto the Borrower or the relevant Subsidiary than those that would have\nbeen obtained in a comparable transaction by the Borrower or such\nSubsidiary with an unrelated Person on an arm'-length basis.\n\n(b)The foregoing provisions will not apply to the following:\n\n(i)transactions among the Borrower and its Subsidiaries or any entity\nthat becomes a Subsidiary as a result of such transaction;\n\n(ii)\\[Reserved\\];\n\n(iii)the Transactions and the payment of the Transaction Expenses;\n\n(iv)issuances by the Borrower and its Subsidiaries of Equity Interests\nnot prohibited under this Agreement;\n\n(v)reasonable and customary fees payable to any directors of the\nBorrower and its Subsidiaries (or any direct or indirect parent of the\nBorrower) and reimbursement of reasonable out- of-pocket costs of the\ndirectors of the Borrower and its subsidiaries (or any direct or\nindirect parent of the Borrower) in the ordinary course of business, in\nthe case of any direct or indirect parent to the extent reasonably\nattributable to the ownership or operations of the Borrower and its\nSubsidiaries);\n\n(vi)expense reimbursement and employment, severance and compensation\narrangements entered into by the Borrower and its Subsidiaries with\ntheir officers, employees and consultants in the ordinary course of\nbusiness, including, without limitation, the payment of stay bonuses and\nincentive compensation and/or such officer', employee' or consultant'\nequity investment in certain Subsidiaries;\n\n ------ -- --\n \n -94- \n ------ -- --\n\ni.payments by the Borrower and its Subsidiaries to each other pursuant\nto tax sharing agreements on customary terms (including, without\nlimitation, transfer pricing initiatives);\n\nii.the payment of reasonable and customary indemnities to directors,\nofficers and employees of the Borrower and its Subsidiaries (or any\ndirect or indirect parent of the Borrower) in the ordinary course of\nbusiness, in the case of any direct or indirect parent to the extent\nattributable to the operations of the Borrower and its Subsidiaries;\n\niii.transactions pursuant to permitted agreemen"}, {"title": "airbnb.txt", "text": "ts in existence on the\nEffective Date and disclosed to the Lenders prior to the Effective Date\nand any amendment thereto to the extent such an amendment is not adverse\nto the interests of the Lenders in any material respect;\n\niv.\\[reserved\\];\n\nv.\\[reserved\\];\n\nvi.loans and other transactions among the Borrower and its Subsidiaries\n(and any direct and indirect parent company of the Borrower) to the\nextent permitted under this Article V;\n\nvii.the existence of, or the performance by the Borrower or any of its\nSubsidiaries of its obligations under the terms of, any stockholders\nagreement, principal investors agreement (including any registration\nrights agreement or purchase agreement related thereto) to which it is a\nparty as of the Effective Date and any similar agreements entered into\nthereafter; [provided]{.underline}, [however]{.underline}, that the\nexistence of, or the performance by the Borrower or any of its\nSubsidiaries of obligations under any future amendment to any such\nexisting agreement or under any similar agreement entered into after the\nEffective Date shall only be permitted by this [clause\n(xiii)]{.underline} to the extent that the terms of any such amendment\nor new agreement are not otherwise disadvantageous to the Lenders when\ntaken as a whole;\n\nviii.transactions with customers, clients, suppliers, or purchasers or\nsellers of goods or services, in each case in the ordinary course of\nbusiness which are fair to the Borrower and its Subsidiaries, in the\nreasonable determination of the board of directors of the Borrower or\nthe senior management thereof, or are on terms at least as favorable as\nmight reasonably have been obtained at such time from an unaffiliated\nparty;\n\nix.sales of accounts receivable, or participations therein, by any\nSubsidiary that is not a Guarantor in connection with any Receivables\nFacility;\n\nx.payments or loans (or cancellation of loans) to employees or\nconsultants of the Borrower, any of its direct or indirect parent\ncompanies or any of its Subsidiaries which, for any such payments or\nloans in excess of \\$1,000,000, are approved by a majority of the board\nof directors of the Borrower in good faith; and\n\nxi.transactions among Foreign Subsidiaries for tax planning and tax\nefficiency purposes.\n\n ------ -- --\n \n -95- \n ------ -- --\n\nARTICLE VI\n\n[Negative Covenants]{.underline}\n\nEach of the Borrower and the G"}, {"title": "airbnb.txt", "text": "uarantors covenants and agrees with each\nLender and each Issuing Bank that, until the Termination Date:\n\nSECTION 6.01.\u00a0\u00a0\u00a0\u00a0[Limitation on Non-Guarantor Subsidiary Indebtedness\nand Issuance of Non-]{.underline} [Guarantor Preferred\nStock]{.underline}.\n\n(a)The Borrower and the Guarantors will not permit any Subsidiary that\nis not a Guarantor to create, incur, assume, guarantee or permit to\nexist, with respect to (collectively, \"[incur]{.underline}\" any Non-\nGuarantor Indebtedness (including Acquired Debt).\n\n(b)The foregoing restriction shall not apply to the following items:\n\n(i)Indebtedness existing on the Effective Date that either is set forth\non Schedule\n\n6.01 or has a committed or principal amount of not greater than\n\\$25,000,000 individually and\n\n\\$50,000,000 in the aggregate;\n\n(ii)any Indebtedness of a Person existing at the time such Person is\nmerged into or consolidated with or otherwise acquired by the Borrower\nor any Subsidiary or at the time of a sale, lease or other disposition\nof the properties and assets of such Person (or a division or line of\nbusiness thereof) as an entirety or substantially as an entirety to any\nSubsidiary and is assumed by such Subsidiary; [provided"}, {"title": "airbnb.txt", "text": "]{.underline}\nthat such Indebtedness was not incurred in contemplation thereof;\n\n(iii)any Indebtedness of a Person existing at the time such Person\nbecomes a Subsidiary; [provided]{.underline} that such Indebtedness was\nnot incurred in contemplation thereof;\n\n(iv)Indebtedness incurred by any Subsidiary in respect of letters of\ncredit, bank guarantees and similar instruments issued in the ordinary\ncourse of business, including without limitation (A) in respect of\nworkers'compensation claims, health, disability or other employee\nbenefits or property, casualty or liability insurance or self-insurance\nor other Indebtedness with respect to reimbursement type obligations\nregarding workers'compensation claims, (B) in the nature of security\ndeposit (or similar deposit or security) given to a lessor under an\noperating lease of real property under which such Person is a lessee,\n(C) in respect of other operating purposes, including customer or vendor\nobligations or (D) in respect of bids, trade contracts, leases,\nstatutory obligations, surety and appeal bonds, performance bonds and\nobligations of a like nature and other obligations that do not\nconstitute Indebtedness; [provided]{.underline},[however]{.underline},\nthat upon the drawing of such letters of credit, bank guarantees,\nsimilar instruments or the incurrence of such Indebtedness, such\nobligations are reimbursed within 60 days following such drawing or\nincurrence;\n\n(v)Indebtedness arising from agreements of a Subsidiary providing for\nindemnification, adjustment of purchase price, earn-outs or similar\nobligations, in each case, in connection with any joint ventures or\nminority investments or incurred or assumed in connection with the\ndisposition or acquisition of a portion or all of any business line or\ndivision, assets or a Subsidiary, other than guarantees of Indebtedness\nincurred by any Person acquiring all or any portion of such business,\nassets or a Subsidiary for the purpose of financing such acquisition;\n\n ------ -- --\n \n -96- \n ------ -- --\n\ni.Indebtedness of a Subsidiary owed to and held by the Borrower, or any\nother Subsidiary; [provided]{.underline}, [however]{.underline}, that\nany subsequent issuance or transfer of any Equity Interests or any other\nevent that results in any such Subsidiary ceasing to be a Subsidiary or\nany subsequent transfer of any such Indebtedness (except to the"}, {"title": "airbnb.txt", "text": "Borrower\nor a Subsidiary or any pledge of such Indebtedness constituting a Lien\npermitted pursuant to Section 6.02 hereof) shall be deemed, in each\ncase, to constitute the incurrence of such Indebtedness not permitted by\nthis clause (vi);\n\nii.endorsements for collection, deposit or negotiation and warranties of\nproducts or services, in each case incurred in the ordinary course of\nbusiness;\n\niii.Hedging Obligations and/or Cash Management Obligations of any\nSubsidiary (excluding Hedging Obligations entered into for speculative\npurposes);\n\niv.obligations in respect of customs, stay, bid, appeal, performance and\nsurety bonds, appeal bonds and other similar types of bonds and\nperformance and completion guarantees and other obligations of a like\nnature provided by any Subsidiary or obligations in respect of letters\nof credit related thereto, in each case in the ordinary course of\nbusiness or consistent with past practice;\n\nv.(x) any guarantee by a Subsidiary or any co-issuance by a Subsidiary\nthat is a finance corporation formed for the sole purpose of acting as a\nco-issuer of debt securities and which does not have any material\nassets, in each case, of Indebtedness or other obligationsof any\nSubsidiary so long as the incurrence of such Indebtedness or other\nobligations incurred by such Subsidiary or for which such Subsidiary is\nacting as a co-issuer, as applicable, is not prohibited under the terms\nof this Agreement and (y) any guarantee by a Subsidiary or any\nco-issuance by a Subsidiary that is a finance corporation formed for the\nsole purpose of acting as a co-issuer of debt securities and which does\nnot have any material assets, in each case, of Indebtedness or other\nobligations of the Borrower so long as the incurrence of such\nIndebtedness or other obligations is not prohibited under the terms of\nthis Agreement;\n\nvi.any extension, renewal, replacement, refinancing or refunding of any\nIndebtedness referred to in clauses (i), (ii) and (iii);\n[provided]{.underline} that the principal amount of the Indebtedness\nincurred to so extend, renew, replace, refinance or refund shall not\nexceed (w) the principal amount of Indebtedness being extended, renewed,\nreplaced, refinanced or refunded plus (x) any premium or fee (including\ntender premiums) or other amount paid, and fees and expenses incurred,\nin connection with such extension, renewal, replacement, refinancing or"}, {"title": "airbnb.txt", "text": "refunding, plus (y) an amount equal to any existing unutilized\ncommitment relating to such extended, renewed, replaced, refinanced or\nrefunded Indebtedness, solely to the extent such unutilized commitment\nis permitted to be drawn immediately prior to the incurrence of such\nextended, renewed, replaced, refinanced or refunded Indebtedness, and\n(z) other amounts permitted to be incurred in accordance with any other\nclause in this Section 6.01(b) (solely to the extent increases pursuant\nto this clause (z) reduce capacity, on a dollar-for-dollar basis,\navailable to be incurred pursuant to such other clause);\n\nvii.Cash Management Obligations and Indebtedness in respect of netting\nservices, overdraft facilities, employee credit card programs, Cash\nPooling Arrangements or similar arrangements in connection with cash\nmanagement and deposit accounts;\n\nviii.Indebtedness representing deferred compensation to employees of the\nBorrower or any Subsidiary incurred in the ordinary course of business;\n\n ------ -- --\n \n -97- \n ------ -- --\n\ni.Indebtedness arising from the honoring by a bank or financial\ninstitution of a check, draft or similar instrument drawn against\ninsufficientfunds in the ordinary course of business;\n[provided]{.underline} that such Indebtedness is extinguished within 30\ndays of its incurrence;\n\nii.Indebtedness owing to any insurance company in connection with the\nfinancing of insurance premiums permitted by such insurance company in\nthe ordinary course of business;\n\niii.\\[reserved\\];\n\niv.\\[reserved\\];\n\nv.Indebtedness issued to future, current or former officers, directors,\nemployees and consultants of such Subsidiary or any direct or indirect\nparent thereof, their respective estates, heirs, family members, spouses\nor former spouses, in each case to finance the purchase or redemption of\nEquity Interests of the Borrower, a Subsidiary or any of their\nrespective direct or indirect parent companies;\n\nvi.Indebtedness of any Foreign Subsidiary or of any foreign Persons that\nare acquired by the Borrower or any Subsidiary or merged into a\nSubsidiary that is a Foreign Subsidiary in accordance with the terms of\nthis Agreement; [provided]{.underline} that the aggregate amount\noutstanding of any such Indebtedness shall not at any time exceed\n\\$200,000,000;\n\nvii.Indebtedness (i) incurred to finance or refinance the acquisition,\nconstruction or impro"}, {"title": "airbnb.txt", "text": "vement of any fixed or capital assets, including\nCapital Lease Obligations, [provided]{.underline} that such Indebtedness\nis incurred prior to or within 270 days after such acquisition or the\ncompletion of such construction or improvement and the principal amount\nof such Indebtedness does not exceed the cost of acquiring, constructing\nor improving such fixed or capital assets, or (ii) assumed in connection\nwith the acquisition of any fixed or capital assets, and, in each case,\nany renewals, replacements, extensions or refinancings thereof;\n[provided]{.underline} that the principal amount of such Indebtedness is\nnot increased at the time of such renewal, replacement, extension or\nrefinancing thereof except by (x) an amount equal to any premium or\nother amount paid, and fees and expenses incurred, in connection with\nsuch renewal, extension, replacement or refinancing, plus (y) an amount\nequal to any existing unutilized commitment relating to such extended,\nrenewed, replaced or refinanced Indebtedness, solely to the extent such\nunutilized commitment is permitted to be drawn immediately prior to the\nincurrence of extended, renewed, replaced or refinanced Indebtedness,\nplus (z) other amounts permitted to be incurred in accordance with any\nother clause in this Section 6.01(b) (solely to the extent increases\npursuant to this clause (z) reduce capacity, on a dollar-for-dollar\nbasis, available to be incurred pursuant to such other clause);\n[provided]{.underline}, [further]{.underline}, that the aggregate\nprincipal amount of Indebtedness incurred pursuant to this clause (xx)\ndoes not exceed \\$500,000,000; and\n\nviii.other Non-Guarantor Indebtedness; [provided]{.underline} that at\nthe time of and after giving pro forma effect to the incurrence of any\nsuch Non-Guarantor, the sum, without duplication, of (i) the aggregate\nprincipal amount of Non-Guarantor Indebtedness incurred pursuant to this\nclause (xxi), (ii) the aggregate principal amount of the outstanding\nIndebtedness secured by Liens permitted by Section 6.02(k) and (iii) the\nAttributable Debt in respect of all outstanding Sale/Leaseback\nTransactions permitted by Section 6.03, does not exceed the greater of\n\n\\$1,750,000,000 and 10% of Total Assets.\n\nFor purposes of determining compliance with any dollar-denominated\nrestriction on the incurrence of Indebtedness, the Dollar Equivalent\nprincipal amount of Indebtedness"}, {"title": "airbnb.txt", "text": "denominated in a\n\n ------ -- --\n \n -98- \n ------ -- --\n\nforeign currency shall be calculated based on the relevant currency\nexchange rate in effect on the date such Indebtedness was incurred, in\nthe case of term debt, or first committed, in the case of revolving\ncredit debt; [provided]{.underline} that if such Indebtedness is\nincurred to refinance other Indebtedness denominated in a foreign\ncurrency, and such refinancing would cause the applicable\ndollar-denominated restriction to be exceeded if calculated at the\nrelevant currency exchange rate in effect on the date of such\nrefinancing, such dollar-denominated restriction shall be deemed not to\nhave been exceeded so long as the principal amount of such refinancing\nIndebtedness does not exceed the principal amount of such Indebtedness\nbeing refinanced.\n\nFor purposes of determining compliance with this Section 6.01, if any\nitem of Indebtedness meets the criteria of more than one of the\ncategories of Indebtedness described in clauses (i) through (xxi) above,\nthe Borrower shall, in its sole discretion, classify such item of\nIndebtedness (or any portion thereof) and may include the amount and\ntype of such Indebtednes"}, {"title": "airbnb.txt", "text": "s in one or more of the above clauses, and the\nBorrower may later reclassify such item of Indebtedness (or any portion\nthereof) and include it in another of such clauses in which it could\nhave been included at the time it was incurred.\n\nSECTION 6.02.\u00a0\u00a0\u00a0\u00a0[Liens]{.underline}. The Borrower and the Guarantors\nwill not, and will not permit any Subsidiary to, create, incur, assume\nor permit to exist any Lien on any asset now owned or hereafter acquired\nby it, or assign or sell any income or revenues (including accounts\nreceivable) or rights in respect of any thereof, except:\n\n(a)Permitted Liens;\n\n(b)any Lien on any asset of the Borrower or any Subsidiary existing on\nthe Effective Date and that either is set forth on [Schedule\n6.02]{.underline} or encumbers property or assets with a fair market\nvalue, and securing obligations having a committed or principal amount,\nin each case, of not greater than \\$25,000,000 individually or\n\\$50,000,000 in the aggregate; [provided]{.underline} that (i) such Lien\nshall not apply to any other asset of the Borrower or any Subsidiary\n(other than improvements, proceeds or accessions thereto and the\nproceeds thereof) and (ii) such Lien shall secure only thos"}, {"title": "airbnb.txt", "text": "e obligations\nthat it secures on the Effective Date and extensions, replacements,\nrenewals and refinancings thereof that do not increase the outstanding\nprincipal amount thereof except by an amount equal to (x) any premium or\nother amount paid, and fees and expenses incurred, in connection with\nsuch extension, renewal or refinancing, plus (y) an amount equal to any\nexisting unutilized commitment relating to such extended, renewed,\nreplaced, refinanced or refunded Indebtedness, solely to the extent such\nunutilized commitment is permitted to be drawn immediately prior to the\nincurrence of such extended, renewed, replaced, refinanced or refunded\nIndebtedness, and (z) other amounts permitted to be incurred in\naccordance with any other clause in this Section 6.02 (solely to the\nextent increases pursuant to this clause (b) reduce capacity, on a\ndollar-for-dollar basis, available to be incurred pursuant to such other\nclause); [provided]{.underline}, [further]{.underline}, that individual\nfinancings otherwise permitted to be secured hereunder provided by any\nPerson (or its Affiliates) may be cross-collateralized to other such\nfinancings provided by such Person (or its Affiliates);\n\n(c)Liens on fixed or capital assets acquired, constructed or improved by\nthe Borrower or any Subsidiary securing Indebtedness, including Capital\nLease Obligations, or other obligations incurred to finance such\nacquisition, construction or improvement and extensions, replacements,\nrenewals and refinancings thereof that do not increase the outstanding\nprincipal amount thereof except by (x) an amount equal to any premium or\nother amount paid, and fees and expenses incurred, in connection with\nsuch extension, replacement, renewal or refinancing, plus\n\n\\(y\\) an amount equal to any unutilized commitment relating to such\nextended, renewed, replaced, or refinanced Indebtedness or obligations,\nsolely to the extent such unutilized commitment is\n\n ------ -- --\n \n -99- \n ------ -- --\n\npermitted to be drawn immediately prior to the incurrence of such\nextended, renewed, replaced, or refinanced Indebtedness or obligations\nand (z) other amounts permitted to be incurred in accordance with any\nother clause in this Section 6.02 (solely to the extent increases\npursuant to this clause (z) reduce capacity, on a dollar-for-dollar\nbasis, available to be incurred pursuant to such other clause);"}, {"title": "airbnb.txt", "text": "[provided]{.underline} that (i) such Liens and the Indebtedness secured\nthereby are incurred prior to or within 270 days after such acquisition\nor the completion of such construction or improvement, (ii) the\nIndebtedness secured thereby does not exceed the cost of acquiring,\nconstructing or improving such fixed or capital assets and (iii) such\nLiens shall not apply to any other assets of the Borrower or any\nSubsidiary (other than improvements, proceeds or accessions thereto and\nthe proceeds thereof), [provided further]{.underline} that individual\nfinancings of equipment or other fixed or capital assets otherwise\npermitted to be secured hereunder provided by any Person (or its\nAffiliates) may be cross-collateralized to other such financings\nprovided by such Person (or its Affiliates);\n\na.any Lien on any asset acquired by the Borrower or any Subsidiary after\nthe Effective Date existing at the time of the acquisition thereof or\nexisting on any asset of any Person that becomes a Subsidiary (or of any\nPerson not previously a Subsidiary that is merged, amalgamated or\nconsolidated with or into the Borrower or a Subsidiary in a transaction\npermitted hereunder) after the Effective Date andprior to the time such\nPerson becomes a Subsidiary (or is so merged, amalgamated or\nconsolidated), [provided]{.underline} that (i) such Lien is not created\nin contemplation of or in connection with such acquisition or such\nPerson becoming a Subsidiary (or such merger, amalgamation or\nconsolidation), as the case may be, (ii) such Lien shall not apply to\nany other assets of the Borrower or any Subsidiary (other than\nimprovements, proceeds or accessions thereto and the proceeds thereof)\nand (iii) such Lien shall secure only those obligations that it secures\non the date of such acquisition or the date such Person becomes a\nSubsidiary (or is so merged, amalgamated or consolidated), as the case\nmay be, and extensions, replacements, renewals and refinancings thereof\nthat do not increase the outstanding principal amount thereof except by\n(x) an amount equal to any premium or other amount paid, and fees and\nexpenses incurred, in connection with such extension, renewal or\nrefinancing plus (y) an amount equal to any existing unutilized\ncommitment relating to such extended, renewed or refinanced obligations,\nsolely to the extent such unutilized commitment is permitted to be drawn\nimmediately"}, {"title": "airbnb.txt", "text": "prior to the incurrence of such extended, renewed or\nrefinanced obligations, and (z) other amounts permitted to be incurred\nin accordance with any other clause in this Section 6.02 (solely to the\nextent increases pursuant to this clause (z) reduce capacity, on a\ndollar-for-dollar basis, available to be incurred pursuant to such other\nclause); [provided further]{.underline} that individual financings\notherwise permitted to be secured hereunder provided by any Person (or\nits Affiliates) may be cross- collateralized to other such financings\nprovided by such Person (or its Affiliates;\n\nb.in connection with the sale or transfer of any Equity Interests or\nother assets in a transaction permitted under Section 6.04, customary\nrights and restrictions contained in agreements relating to such sale or\ntransfer pending the completion thereof;\n\nc.in the case of (i) any Subsidiary that is not a wholly owned\nSubsidiary or (ii) the Equity Interests in any Person that is not a\nSubsidiary, any encumbrance or restriction, including any put and call\narrangements, related to Equity Interests in such Subsidiary or such\nother Person set forth in the organizational documents of such\nSubsidiary or such other Person or any related joint venture,\nshareholders'or similar agreement;\n\nd.Liens solely on any cash earnest money deposits, escrow arrangements\nor similar arrangements made by the Borrower or any Subsidiary in\nconnection with any letter of intent or purchase agreement for an\nAcquisition or other transaction permitted hereunder;\n\n ------- -- --\n \n -100- \n ------- -- --\n\na.Liens deemed to exist in connection with Sale/Leaseback Transactions\nset forth on [Schedule 6.03]{.underline} or permitted by Section\n6.03(a);\n\nb.(i) deposits made in the ordinary course of business to secure\nobligations to insurance carriers providing casualty, liability or other\ninsurance to the Borrower and the Subsidiaries and (ii) Liens on\ninsurance policies and the proceeds thereof securing the financing of\nthe premiums with respect thereto;\n\nc.Liens on the net cash proceeds of any Acquisition Indebtedness held in\nescrow by a third party escrow agent prior to the release thereof from\nescrow;\n\nd.other Liens, [provided]{.underline} that at the time of and after\ngiving pro forma effect to the incurrence of any such Lien (or any\nIndebtedness secured thereby and the application of the proceed"}, {"title": "airbnb.txt", "text": "s\nthereof), the sum, without duplication, of (i) the aggregate principal\namount of Non- Guarantor Indebtedness incurred pursuant to Section\n6.01(b)(xxi), (ii) the aggregate principal amount of the outstanding\nIndebtedness secured by Liens permitted by this clause (k) and (iii) the\nAttributable Debt in respect of all outstanding Sale/Leaseback\nTransactions permitted by Section 6.03, does not exceed the greater of\n\\$1,750,000,000 and 10% of Total Assets;\n\ne.\\[Reserved\\];\n\nf.Liens on inventory or equipment of the Borrower or any of its\nSubsidiaries granted in the ordinary course of business to the Borrower'\nor such Subsidiary' vendors, clients, customers, landlords or bailees;\n\ng.\\[Reserved\\];\n\nh.Liens on accounts receivable and related assets incurred in connection\nwith a Receivables Facility; [provided]{.underline} that such Liens do\nnot encumber any assets other than the accounts receivable and related\nassets being financed, the property securing or otherwise relating to\nsuch accounts receivable and related assets, and the proceeds thereof;\n\ni.Liens securing Hedging Obligations so long as, in the case of Hedging\nObligations related to interest, the related Indebtedness is secured by\na Lien on the same property securing such Hedging Obligations;\n\nj.Liens arising under repurchase agreements, reverse repurchase\nagreements, securities lending and borrowing agreements and similar\ntransactions;\n\nk.Liens arising from precautionary UCC financing statement or similar\nfilings;\n\nl.Liens (i) in favor of the Borrower or a Subsidiary on assets of a\nSubsidiary that is not a Guarantor securing permitted intercompany\nIndebtedness and (ii) in favor of the Borrower or any Guarantor;\n\nm.ground leases in respect of Real Estate Assets on which facilities\nowned or leased by the Borrower or any of its Subsidiaries are located;\n\nn.(i) zoning, building, entitlement and other land use regulations by\nGovernmental Authorities with which the normal operation of the business\ncomplies, and (ii) any zoning or similar law or right reserved to or\nvested in any Governmental Authority to control or regulate the\n\n ------- -- --\n \n -101- \n ------- -- --\n\nuse of any real property that does not materially interfere with the\nordinary conduct of the business of the Borrower and its Subsidiaries,\ntaken as a whole;\n\na.Liens arising by operation of law in the United States under Arti"}, {"title": "airbnb.txt", "text": "cle 2\nof the UCC in favor of a reclaiming seller of goods or buyer of goods;\n\nb.Liens on amounts deposited as \"ecurity deposits\"(or their equivalent)\nin the ordinary course of business in connection with actions or\ntransactions not prohibited by this Agreement; and\n\nc.Liens on cash collateral securing any letters of credit in an\naggregate face amount at any time outstanding not to exceed\n\\$75,000,000.\n\nFor purposes of determining compliance with this Section 6.02, if any\nLien (or any portion thereof) meets the criteria of more than one of the\ncategories of Liens described in clauses (a) through (p) above and/or\none or more of the clauses contained in the definition of \"ermitted\nLiens\" the Borrower shall, in its sole discretion, classify such Lien\n(or such portion thereof) and may include such Lien (or such portion\nthereof) in one or more of such clauses, and the Borrower may later\nreclassify such Lien (or any portion thereof) and include it in another\nof such clauses in which it could have been included at the time it was\nincurred (but, except as set forth below with respect to clause (k), not\ninto any clause under which it could not have been included at the time\nit was incurred)or, solely in the case of clause (k) above, at the time\nof such reclassification.\n\nSECTION 6.03.\u00a0\u00a0\u00a0\u00a0[Sale/Leaseback Transactions]{.underline}. The Borrower\nand the Guarantors will not, and will not permit any Subsidiary to,\nenter into any Sale/Leaseback Transaction, except Sale/Leaseback\nTransactions set forth on [Schedule 6.03]{.underline} and the following:\n\n(a)any Sale/Leaseback Transaction entered into to finance the\nacquisition or construction of any fixed or capital assets by the\nBorrower or any Subsidiary, [provided]{.underline} that such\nSale/Leaseback Transaction is entered into prior to or within 270 days\nafter such acquisition or the completion of such construction and the\nAttributable Debt in respect thereof does not exceed the cost of\nacquiring or constructing such fixed or capital assets; and\n\n(b)other Sale/Leaseback Transactions;\n\n[provided]{.underline} that at the time of and after giving pro forma\neffect to any such Sale/Leaseback Transaction, the sum, without\nduplication, of (i) the Attributable Debt in respect of all outstanding\nSale/Leaseback Transactions permitted under this Section 6.03, (ii) the\naggregate principal amount of Non-Guarantor Indebtedness incurre"}, {"title": "airbnb.txt", "text": "d\npursuant to Section 6.01(b)(xxi) and (iii) the aggregate principal\namount of the outstanding Indebtedness secured by Liens permitted by\nSection 6.02(k), does not exceed the greater of \\$1,750,000,000 and 10%\nof Total Assets.\n\nSECTION 6.04.\u00a0\u00a0\u00a0\u00a0[Fundamental Changes]{.underline}.\n\n(a)The Borrower and each Guarantor will not, and will not permit any\nSubsidiary to, amalgamate with, merge into or consolidate with any other\nPerson, or permit any other Person to amalgamate with, merge into or\nconsolidate with it, or liquidate or dissolve, except that if at the\ntime thereof and immediately after giving effect thereto no Event of\nDefault shall have occurred and be continuing and, in the case of clause\n(D) below, the Borrower shall be in compliance on a pro forma basis with\nthe covenant set forth in Section 6.06, (A) any Person may amalgamate,\nmerge or consolidate with the Borrower in a transaction in which the\nBorrower is the surviving entity, (B) the Borrower may\n\n ------- -- --\n \n -102- \n ------- -- --\n\namalgamate, merge or consolidate with any Person in a transaction in\nwhich such Person is the surviving entity, [provided]{.underline} that\n(1) such Person is a corpor"}, {"title": "airbnb.txt", "text": "ation or limited liability company organized\nunder the laws of the United States or any state thereof, (2) prior to\nor substantially concurrently with the consummation of such\namalgamation, merger or consolidation, (x) such Person shall execute and\ndeliver to the Administrative Agent an assumption agreement (the\n\"[Assumption Agreement]{.underline}\", in form and substance reasonably\nsatisfactory to the Administrative Agent, pursuant to which such Person\nshall assume all of the obligations of the Borrower under this Agreement\nand the other Loan Documents, and (y) such Person shall deliver to the\nAdministrative Agent such documents, certificates and opinions as the\nAdministrative Agent may reasonably request relating to such Person,\nsuch amalgamation, merger or consolidation or the Assumption Agreement,\nand (3) the Lenders shall have received, at least five Business Days\nprior to the date of the consummation of such amalgamation, merger or\nconsolidation, (x) all documentation and other information regarding\nsuch Person required by bank regulatory authorities under applicable\n\"now your customer\"and anti-money laundering rules and regulations,\nincluding, without limitation, the USA PATRIOT Act, that has been\nreasonably requested by the Administrative Agent or any Lender and (y)\nto the extent such Person qualifies as a \"egal entity customer\"under the\nBeneficial Ownership Regulation, a Beneficial Ownership Certification in\nrelation to such Person, it being agreed that upon the execution and\ndelivery to the Administrative Agent of the Assumption Agreement and the\nsatisfaction of the other conditions set forth in this clause (B), such\nPerson shall become a party to this Agreement, shall succeed to and\nassume all the rights and obligations of the Borrower under this\nAgreement and the other Loan Documents (including all obligations in\nrespect of outstanding Loans) and shall thenceforth, for all purposes of\nthis Agreement and the other Loan Documents, be the \"orrower\" (C) any\nPerson (other than the Borrower) may amalgamate, merge or consolidate\nwith any Subsidiary in a transaction in which the surviving entity is a\nSubsidiary, (D) any Subsidiary may amalgamate with, merge into or\nconsolidate with any Person (other than the Borrower) in a transaction\nnot prohibited under paragraph (b) of this Section in which, after\ngiving effect to such transaction, the surviving entity"}, {"title": "airbnb.txt", "text": "is not a\nSubsidiary, (E) any Person may reincorporate under the laws of the\nUnited States, any state thereof or the District of Columbia and (F) any\nSubsidiary may liquidate or dissolve if the Borrower determines in good\nfaith that such liquidation or dissolution is in the best interests of\nthe Borrower and its Subsidiaries taken as a whole and is not materially\ndisadvantageous to the Lenders.\n\na.The Borrower and the Guarantors will not, and will not permit its\nSubsidiaries to, sell, transfer, lease or otherwise dispose of, directly\nor through any amalgamation, merger or consolidation and whether in one\ntransaction or in a series of transactions, assets (including Equity\nInterests in Subsidiaries) representing all or substantially all of the\nassets of the Borrower and its Subsidiaries (whether now owned or\nhereafter acquired), taken as a whole.\n\nSECTION 6.05.\u00a0\u00a0\u00a0\u00a0[Restrictive Agreements]{.underline}. The Borrower and\nthe Guarantors will not, and will not permit any Subsidiary to enter\ninto, incur or permit to exist any agreement or other arrangement with\nany Person (other than any such agreements or arrangements between or\namong the Borrower and the Subsidiaries) that prohibits, restricts or\nimposes any condition upon the ability of any Subsidiary to pay\ndividends or other distributions with respect to its Equity Interests or\nto make or repay loans or advances to the Borrower or any Subsidiary, in\neach case, except to the extent the Borrower has reasonably determined\nthat such agreement or arrangement will not materially impair the\nBorrower' ability to make payments under this Agreement when\ndue\u037eprovided that the foregoing shall not apply to (a) prohibitions,\nrestrictions or conditions imposed by law or by the Loan Documents, (b)\nprohibitions, restrictions or conditions contained in, or existing by\nreason of, any agreement or instrument set forth on Schedule 6.05 (but\nshall apply to any amendment or modification expanding the scope of any\nsuch prohibition, restriction or condition), (c) prohibitions,\nrestrictions and conditions imposed by its organizational documents or\nany related joint venture, shareholders'or similar agreement\u037eprovided\nthat such prohibitions, restrictions and conditions apply only to such\nSubsidiary and to any Equity Interests in such\n\n ------- -- --\n \n -103- \n ------- -- --\n\nSubsidiary, (d) customary prohibitions, res"}, {"title": "airbnb.txt", "text": "trictions and conditions\ncontained in agreements relating to the sale of a Subsidiary that are\napplicable solely pending such sale\u037eprovided that such prohibitions,\nrestrictions and conditions apply only to the Subsidiary that is to be\nsold, (e) prohibitions, restrictions and conditions imposed by\nagreements relating to Indebtedness of any Subsidiary in existence at\nthe time such Subsidiary became a Subsidiary and not created in\ncontemplation thereof or in connection therewith (but shall apply to any\namendment or modification expanding the scope of any such restriction or\ncondition)\u037eprovided that such prohibitions, restrictions and conditions\napply only to such Subsidiary, (f) prohibitions, restrictions and\nconditions imposed by agreements relating to any Indebtedness of the\nBorrower or any Subsidiary permitted hereunder to the extent, in the\ngood faith judgment of the Borrower, such prohibitions, restrictions and\nconditions, at the time such Indebtedness is incurred, are on customary\nmarket terms for Indebtedness of such type, (g) restrictions on cash or\nother deposits (including escrowed funds) imposed under contracts\nentered into in the ordinary course of business or restrictionsimposed\nby the terms of a Lien permitted by Section 6.02 on the property subject\nto such Lien, and (h) customary provisions restricting subletting or\nassignment of any lease governing a leasehold interest of the Borrower\nor any Subsidiary.\n\nSECTION 6.06.\u00a0\u00a0\u00a0\u00a0[Financial Covenants]{.underline}.\n\n(a)The Borrower will not permit the Leverage Ratio on the last day of\nany fiscal quarter of the Borrower to exceed 3:50 to 1.00; provided\nthat, in the event the Borrower consummates a Qualified Acquisition\nafter the Effective Date, the Borrower may elect (a \"[Qualified\nAcquisition Election]{.underline}\" upon notice to the Administrative\nAgent (which Qualified Election may be made (x) at any time on or prior\nto the date that the next Compliance Certificate is delivered pursuant\nto Section 5.01(c) following the consummation of such Qualified\nAcquisition or (y) in such Compliance Certificate) that the Leverage\nRatio level set forth above be (and, subject to this proviso, the\nLeverage Ratio level set forth above shall be) (1) 4:00 to 1.00 for the\nnext four consecutive fiscal quarters (including the fiscal quarter in\nwhich the Qualified Acquisition was consummated) and (2) thereafter, the\nLeverage"}, {"title": "airbnb.txt", "text": "Ratio shall be 3:50 to 1.00; provided, further, that (A) the\nBorrower may not make a Qualified Acquisition Election unless the\nBorrower has maintained a Leverage Ratio of less than or equal to 3:50\nto 1.00 for the two consecutive fiscal quarters immediately preceding\nthe consummation of the applicable Qualified Acquisition and (B) the\nBorrower shall not be permitted to make a Qualified Acquisition Election\nmore than two times during the term of the Revolving Facility.\n\n(b)The Borrower will not permit the Fixed Charge Coverage Ratio on the\nlast day of any fiscal quarter of the Borrower to be less than 3:00 to\n1:00.\n\nARTICLE VII\n\n[Events of Default]{.underline}\n\nSECTION 7.01.\u00a0\u00a0\u00a0\u00a0[Events of Default; Remedies]{.underline}. If any of\nthe following events (\"[Events of]{.underline} [Default]{.underline}\"\nshall occur:\n\n(a)default shall be made in the payment of any principal of any Loan or\nany reimbursement obligation in respect of any LC Disbursement when and\nas the same shall become due and payable, whether at the due date\nthereof or at a date fixed for prepayment thereof or by acceleration\nthereof or otherwise;\n\n(b)default shall be made in the payment of any interest on any Loan or\nLCDisbursement or any fee or any other amount (other than an amount\nreferred to in clause (a) of\n\n ------- -- --\n \n -104- \n ------- -- --\n\nthis Section) payable under this Agreement or any other Loan Document,\nwhen and as the same shall become due and payable, and such failure\nshall continue unremedied for a period of five Business Days;\n\n(c)any representation, warranty or statement made or deemed made in any\nLoan Document or any amendment or modification thereof or waiver\nthereunder shall prove to have been, when made or deemed made, (i) if\nnot qualified by materiality, incorrect in any material respect, or (ii)\nif qualified by materiality, incorrect and in either case, solely to the\nextent such representation, warranty or statement is capable of being\ncorrected or cured, shall remain incorrect for 30 days after the earlier\nof (x) the Borrower' knowledge of such default and (y) receipt by the\nBorrower of written notice thereof from the Administrative Agent;\n\n(d)the Borrower or any Guarantor shall fail to observe or perform any\ncovenant, condition or agreement contained in Section 5.02(a), 5.03\n(with respect to the existence of the Borrower) or 5.09 or in Article"}, {"title": "airbnb.txt", "text": "VI;\n\n(e)the Borrower or any Guarantor shall fail to observe or perform any\ncovenant, condition or agreement contained in any Loan Document (other\nthan those specified in clause (a),(b) or (d) of this Section), and such\nfailure shall continue unremedied for a period of 30 days after written\nnotice thereof from the Administrative Agent or any Lender to the\nBorrower (with a copy to the Administrative Agent in the case of any\nsuch notice from a Lender);\n\n(f)any Borrower, any Guarantor or any Subsidiary shall fail to make any\npayment (whether of principal, interest or otherwise) in respect of any\nMaterial Indebtedness, when and as the same shall become due and payable\nafter giving effect to any applicable grace period and notices;\n\n(g)any event or condition occurs that results in any Material\nIndebtedness becoming due or being terminated or required to be prepaid,\nrepurchased, redeemed or defeased prior to its scheduled maturity, or\nthat enables or permits the holder or holders of any Material\nIndebtedness or any trustee or agent on its or their behalf, or, in the\ncase of any Hedging Agreement, the applicable counterparty, to cause\n(after delivery of any notice if required and after giving effect to any\nwaiver, amendment, cure or grace period) such Material Indebtedness to\nbecome due, or to require the prepayment, repurchase, redemption or\ndefeasance thereof, or, in the case of a Hedging Agreement, to terminate\nany related hedging transaction, in each case prior to its scheduled\nmaturity or termination; [provided]{.underline} that this clause (g)\nshall not apply to (i) any secured Indebtedness that becomes due as a\nresult of the voluntary sale or transfer of, or any casualty with\nrespect to, assets securing such Indebtedness, (ii) any prepayment,\nrepurchase, redemption or defeasance of any Acquisition Indebtedness if\nthe related Acquisition is not consummated, (iii) any Indebtedness that\nbecomes due as a result of a voluntary prepayment, repurchase,\nredemption or defeasance thereof, or any refinancing thereof, permitted\nunder this Agreement, (iv) in the case of any Hedging Agreement,\ntermination events or equivalent events pursuant to the terms of such\nHedging Agreement not arising as a result of a default by the Borrower\nor any Subsidiary thereunder, (v) any Indebtedness if (x) the sole\nremedy of the holder thereof in the event of the non-payment of such\nIndebte"}, {"title": "airbnb.txt", "text": "dness or the non-payment or non-performance of obligations\nrelated thereto or (y) sole option is to elect, in each case, to convert\nsuch Indebtedness into Equity Interests and cash in lieu of fractional\nshares (other than Disqualified Stock or, in the case of a Subsidiary,\nDisqualified Stock or Preferred Stock), (vi) in the case of Indebtedness\nwhich the holder thereof may elect to convert into Equity Interests\n(other than Disqualified Stock or, in the case of a Subsidiary,\nDisqualified Stock or Preferred Stock), such Indebtedness from and after\nthe date, if any, on which such conversion has been effected and (vii)\nany breach or default that is (I)\n\n ------- -- --\n \n -105- \n ------- -- --\n\nremedied by the Borrower or the applicable Subsidiary or (II) waived\n(including in the form of amendment) by the required holders of the\napplicable item of Indebtedness, in either case, prior to any\ntermination of the Commitments or the acceleration of Loans pursuant to\nthis Section 7.01(g);\n\n(h)an involuntary proceeding shall be commenced or an involuntary\npetition shall be filed seeking (i) liquidation, reorganization,\nmoratorium, winding-up or other relief in respect of theBorrower or any\nMaterial Subsidiary or its debts, or of a substantial part of its\nassets, under any United States (Federal or state) or foreign\nbankruptcy, insolvency, receivership, winding-up or similar law now or\nhereafter in effect or (ii) the appointment of a receiver, liquidator,\ntrustee, custodian, sequestrator, conservator or similar official for\nthe Borrower or any Material Subsidiary or for a substantial part of its\nassets, and, in any such case, such proceeding or petition shall\ncontinue undismissed for 60 days or an order or decree approving or\nordering any of the foregoing shall be entered;\n\n(i)the Borrower or any Material Subsidiary shall (i) voluntarily\ncommence any proceeding or file any petition seeking liquidation,\nreorganization, winding-up or other relief under any United States\n(Federal or state) or foreign bankruptcy, insolvency, receivership,\nwinding-up or similar law now or hereafter in effect (other than, in the\ncase of any Subsidiary, a voluntary liquidation or dissolution permitted\nby Section 6.04(a)(F), (ii) consent to the institution of, or fail to\ncontest in a timely and appropriate manner, any proceeding or petition\ndescribed in sub-clause (i) above,"}, {"title": "airbnb.txt", "text": "(iii) apply for or consent to the\nappointment of a receiver, liquidator, trustee, custodian, sequestrator,\nconservator, administrator or similar official for the Borrower or any\nMaterial Subsidiary or for a substantial part of its assets, (iv) file\nan answer admitting the material allegations of a petition filed against\nit in any such proceeding or (v) make a general assignment for the\nbenefit of creditors, or the Board of Directors (or similar governing\nbody) of the Borrower or any Material Subsidiary (or any committee\nthereof) shall adopt any resolution or otherwise authorize any action to\napprove any of the actions referred to above in this clause (i) or\nclause (h) of this Section;\n\n(j)the Borrower or any Material Subsidiary shall become unable, admit in\nwriting its inability or fail generally to pay its debts as they become\ndue;\n\n(k)one or more final judgments for the payment of money in an aggregate\namount in excess of \\$250,000,000 (to the extent not covered by\ninsurance as to which an insurance company has not denied coverage or by\nan indemnification agreement, with another creditworthy (as reasonably\ndetermined by the Borrower) indemnitor, as to which the indemnifying\npartyhas not denied liability) shall be rendered against the Borrower,\nany Material Subsidiary or any combination thereof and the same shall\nremain undischarged for a period of 60 consecutive days during which\nexecution shall not be effectively stayed, or any action shall be\nlegally taken by a judgment creditor to attach or levy upon any assets\nof the Borrower or any Material Subsidiary to enforce any such judgment;\n\n(l)one or more ERISA Events shall have occurred that, individually or in\nthe aggregate, would reasonably be expected to result in a Material\nAdverse Effect;\n\n(m)a Change in Control shall occur; or\n\n(n)any Guaranty or any material provision of any Loan Document, at any\ntime after its execution and delivery and for any reason other than as\npermitted hereunder or thereunder or satisfaction in full of all the\nObligations (other than contingent obligations that survive the\n\n ------- -- --\n \n -106- \n ------- -- --\n\ntermination of this Agreement), ceases to be in full force and effect\nother than in accordance with the terms hereof; or the Borrower or any\nGuarantor contests in writing the validity or enforceability of any\nGuaranty or any material provision of a"}, {"title": "airbnb.txt", "text": "ny Loan Document; or the Borrower\nor any Guarantor denies in writing that it has any or further liability\nor obligation under any Guaranty or any material provision of any Loan\nDocument, or in writing purports to revoke, terminate or rescind any\nGuaranty for any reason other than as expressly permitted hereunder or\nthereunder;\n\nthen, and in every such event (other than an event with respect to the\nBorrower described in clause (h) or (i) of this Section), and at any\ntime thereafter during the continuance of such event, the Administrative\nAgent, at the request of the Required Lenders, shall by notice to the\nBorrower, take any or all of the following actions, at the same or\ndifferent times: (A) terminate the Revolving Commitments and thereupon\nthe Revolving Commitments shall terminate immediately, and (B) declare\nthe Loans then outstanding to be due and payable in whole (or in part\n(but ratably as among the Loans and/or Commitments at the time\noutstanding), in which case any principal not so declared to be due and\npayable may thereafter be declared to be due and payable), and thereupon\nthe principal of the Loans so declared to be due and payable, together\nwith accrued interest thereonand all fees and other obligations of the\nBorrower hereunder, shall become due and payable immediately, in each\ncase without presentment, demand, protest or other notice of any kind,\nall of which are hereby waived by the Borrower; and in the case of any\nevent with respect to the Borrower described in clause (h) or (i) of\nthis Section, the Revolving Commitments shall automatically terminate,\nthe principal of the Loans then outstanding, together with accrued\ninterest thereon and all fees and other obligations of the Borrower\nhereunder, shall immediately and automatically become due and payable,\nin each case without presentment, demand, protest or other notice of any\nkind, all of which are hereby waived by the Borrower.\n\nARTICLE VIII\n\n[The Administrative Agent]{.underline}\n\nEach of the Lenders and Issuing Banks hereby irrevocably appoints the\nentity named as the Administrative Agent in the heading of this\nAgreement and its successors to serve in the applicable capacity under\nthe Loan Documents, and authorizes the Administrative Agent to take such\nactions and to exercise such powers as are delegated to the\nAdministrative Agent by the terms of the Loan Documents, together with\nsuch act"}, {"title": "airbnb.txt", "text": "ions and powers as are reasonably incidental thereto.\n\nThe Person serving as the Administrative Agent hereunder shall have the\nsame rights and powers in its capacity as a Lender or Issuing Bank as\nany other Lender or Issuing Bank and may exercise the same as though it\nwere not the Administrative Agent, and such Person and its Affiliates\nmay accept deposits from, lend money to, own securities of, act as the\nfinancial advisor or in any other advisory capacity for and generally\nengage in any kind of business with the Borrower or any Subsidiary or\nother Affiliate thereof as if such Person were not the Administrative\nAgent hereunder and without any duty to account therefor to the Lenders\nor Issuing Banks.\n\nThe Administrative Agent and the Arrangers, as applicable, shall not\nhave any duties or obligations except those expressly set forth in the\nLoan Documents, and their duties hereunder shall be administrative in\nnature. Without limiting the generality of the foregoing, the\nAdministrative Agent and the Arrangers or any of their respective\nRelated Parties, as applicable: (a) shall not be subject to any\nfiduciary or other implied duties, regardless of whether a Default has\noccurred and iscontinuing (and it is understood and agreed that the use\nof the term \"gent\"herein or in any other Loan Documents (or any other\nsimilar term) with reference to the Administrative Agent is not intended\nto connote any fiduciary or other implied (or express) obligations\narising under agency doctrine of any applicable law, and that such\n\n ------- -- --\n \n -107- \n ------- -- --\n\nterm is used as a matter of market custom and is intended to create or\nreflect only an administrative relationship between contracting\nparties), (b) shall not have any duty to take any discretionary action\nor to exercise any discretionary power, except discretionary rights and\npowers expressly contemplated by the Loan Documents that the\nAdministrative Agent are required to exercise as directed in writing by\nthe Required Lenders (or such other number or percentage of the Lenders,\nIssuing Banks or Swingline Lenders as shall be necessary, or as the\nAdministrative Agent shall believe in good faith to be necessary, under\nthe circumstances as provided in the Loan Documents),\n[provided]{.underline} that the Administrative Agent may seek\nclarification or direction from the Required Lenders prior to th"}, {"title": "airbnb.txt", "text": "e\nexercise of any such instructed action and may refrain from acting until\nsuch clarification or direction has been; [provided,\nfurther,]{.underline} that the Administrative Agent shall not be\nrequired to take any action that, in its opinion, could expose the\nAdministrative Agent to liability or be contrary to any Loan Document or\napplicable law, (c) shall not have any duty or responsibility to\ndisclose, and shall not be liable for the failure to disclose, to any\nLender, Issuing Bank, Swingline Lender or any credit or other\ninformation concerning the business, prospects, operations, property,\nfinancial and other condition or creditworthiness of the Borrower or any\nof its Affiliates, that is communicated to, obtained or in the\npossession of, the Administrative Agent, the Arrangers or any of their\nRelated Parties in any capacity, except for notices, reports and other\ndocuments expressly required to be furnished to the Lenders, Issuing\nBanks or Swingline Lenders by the Administrative Agent herein, (d) shall\nnot be liable for any action taken or not taken by it or its Related\nParties with the consent or at the request of the Required Lenders (or\nsuch other number or percentage of the Lenders, Issuing Banks or\nSwingline Lenders as shall be necessary, or as the Administrative Agent\nshall believe in good faith to be necessary, under the circumstances as\nprovided in the Loan Documents) or in the absence of its own gross\nnegligence or willful misconduct (such absence to be presumed unless\notherwise determined by a court of competent jurisdiction by a final and\nnonappealable judgment), (e) shall be deemed not to have knowledge of\nany Default unless and until written notice thereof (stating that it is\na \"otice of default\" is given to the Administrative Agent by the\nBorrower or any Lender, Issuing Bank or Swingline Lenders, and shall not\nbe responsible for or have any duty to ascertain or inquire into\n\n\\(i\\) any statement, warranty or representation made in or in connection\nwith any Loan Document, (ii) the contents of any certificate, report or\nother document delivered thereunder or in connection therewith, (iii)\nthe performance or observance of any of the covenants, agreements or\nother terms or conditions set forth in any Loan Document or the\noccurrence of any Default, (iv) the sufficiency, validity,\nenforceability, effectiveness or genuineness of any Loan Document or"}, {"title": "airbnb.txt", "text": "any\nother agreement, instrument or document (including, for the avoidance of\ndoubt, in connection with the Administrative Agent' or each Arranger'\nreliance on any Electronic Signature transmitted by telecopy, emailed\npdf. or any other electronic means that reproduces an image of an actual\nexecuted signature page), or (v) the satisfaction of any condition set\nforth in Article IV or elsewhere in any Loan Document, other than to\nconfirm receipt of items expressly required to be delivered to the\nAdministrative Agent or satisfaction of any condition that expressly\nrefers to the matters described therein being acceptable or satisfactory\nto the Administrative Agent.\n\nThe Administrative Agent shall be entitled to rely, and shall not incur\nany liability for relying, upon any notice, request, certificate,\nconsent, statement, instrument, document or other writing (including any\nelectronic message, Internet or intranet website posting or other\ndistribution) believed by it in good faith to be genuine and to have\nbeen signed, sent or otherwise authenticated by the proper Person\n(whether or not such Person in fact meets the requirements set forth in\nthe Loan Documents for being the signatory, sender or authenticator\nthereof). The Administrative Agent also shall be entitled to rely, and\nshall not incur any liability for relying, upon any statement made to it\norally or by telephone and believed by it in good faith to be made by\nthe proper Person (whether or not such Person in fact meets the\nrequirements set forth in the Loan Documents for being the signatory,\nsender or authenticator thereof), and may act upon any such statement\nprior to receipt of written confirmation thereof. In determining\ncompliance with any condition hereunder to the making of a Loan or\nissuance of any Letter of Credit that by its terms must be fulfilled to\nthe satisfaction of a Lender or Issuing Bank, as applicable, the\nAdministrative Agent may presume that such condition is satisfactory to\nsuch Lender or Issuing Bank, as\n\n ------- -- --\n \n -108- \n ------- -- --\n\napplicable, unless the Administrative Agent shall have received notice\nto the contrary from such Lender or Issuing Bank, as applicable, prior\nto the making of such Loan or issuance of such Letter of Credit, as\napplicable. The Administrative Agent may consult with legal counsel (who\nmay be counsel for the Borrower), independe"}, {"title": "airbnb.txt", "text": "nt accountants and other\nexperts selected by it with reasonable care, and shall not be liable for\nany action taken or not taken by it in accordance with the advice of any\nsuch counsel, accountants or experts. Notwithstanding anything herein to\nthe contrary, the Administrative Agent shall not have any liability\narising from, or be responsible for any loss, cost or expense suffered\non account of,\n\n\\(i\\) any errors or omissions in the records maintained by the\nAdministrative Agent as contemplated by Section 9.04(b)(iv) or (ii) any\ndetermination by the Administrative Agent that any Lender is a\nDefaulting Lender, or the effective date of such status, it being\nfurther understood and agreed that the Administrative Agent shall not\nhave any obligation to determine whether any Lender is a Defaulting\nLender.\n\nThe Administrative Agent may perform any of and all its duties and\nexercise its rights and powers hereunder or under any other Loan\nDocument by or through any one or more sub-agents appointed by the\nAdministrative Agent (other than a Disqualified Institution). The\nAdministrative Agent and any such\n\nsub-agent may perform any of and all their duties and exercise their\nrights and powers through their respective Related Parties. The\nexculpatory provisions of this Article shall apply to any such sub-agent\nand to the Related Parties of the Administrative Agent and any such\nsub-agent, and shall apply to their respective activities in connection\nwith the syndication of the credit facilities provided for herein as\nwell as activities as the Administrative Agent. The Administrative Agent\nshall not be responsible for the negligence or misconduct of any of its\nsub-agents except to the extent that a court of competent jurisdiction\ndetermines in a final and nonappealable judgment that the Administrative\nAgent acted with gross negligence, bad faith or willful misconduct in\nthe selection of such sub-agents.\n\nSubject to the terms of this paragraph, the Administrative Agent may\nresign at any time from its capacity as such. In connection with such\nresignation, the Administrative Agent shall give notice of its intent to\nresign to the Lenders, Issuing Banks and the Borrower. Upon receipt of\nany such notice of resignation, the Required Lenders shall have the\nright, subject to the consent of the Borrower (not to be unreasonably\nwithheld, conditioned or delayed) so long as no Event of Def"}, {"title": "airbnb.txt", "text": "ault under\nclause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be\ncontinuing, to appoint a successor (other than a Disqualified\nInstitution). If no successor shall have been so appointed by the\nRequired Lenders and shall have accepted such appointment within 30 days\nafter the retiring Administrative Agent gives notice of its intent to\nresign, then the retiring Administrative Agent may, on behalf of the\nLenders, appoint, subject to the Borrower' prior written consent, a\nsuccessor Administrative Agent, which shall be a bank with an office in\nNew York, New York, or an Affiliate of any such bank. If the Person\nserving as the Administrative Agent is a Defaulting Lender, the Required\nLenders or the Borrower may, to the extent permitted by applicable law,\nby notice in writing to the Borrower and such Person remove such Person\nas the Administrative Agent and, subject to the consent of the Borrower\n(not to be unreasonably withheld, conditioned or delayed) so long as no\nEvent of Default under clause (a), (b), (h) or (i) of Section 7.01 shall\nhave occurred and be continuing, appoint a successor. Upon the\nacceptance of its appointment as the Administrative Agent hereunder by asuccessor, such successor shall succeed to and become vested with all\nthe rights, powers, privileges and duties of the retiring or removed\nAdministrative Agent (except for any indemnity payments or other amounts\nowed to it), and the retiring or removed Administrative Agent shall be\ndischarged from its duties and obligations hereunder and under the other\nLoan Documents. The fees payable by the Borrower to a successor\nAdministrative Agent shall be the same as those payable to its\npredecessor unless otherwise agreed by the Borrower and such successor.\nNotwithstanding the foregoing, in the event no successor Administrative\nAgent shall have been so appointed and shall have accepted such\nappointment within 30 days after the retiring Administrative Agent gives\nnotice of its intent to resign, the retiring Administrative Agent may\ngive notice of the effectiveness of its resignation to the Lenders and\nthe Borrower, whereupon, on the date of effectiveness of such\nresignation stated in such notice, (a) the retiring Administrative Agent\nshall be discharged from its duties and obligations hereunder\n\n ------- -- --\n \n -109- \n ------- -- --\n\nand under the other Loan Documents,"}, {"title": "airbnb.txt", "text": "and (b) the Required Lenders shall\nsucceed to and become vested with all the rights, powers, privileges and\nduties of the retiring Administrative Agent, [provided]{.underline} that\n(i) all payments required to be made hereunder or under any other Loan\nDocument to the retiring Administrative Agent for the account of any\nPerson other than the retiring Administrative Agent shall be made\ndirectly to such Person and (ii) all notices and other communications\nrequired or contemplated to be given or made to the retiring\nAdministrative Agent shall also directly be given or made to each\nLender.\n\nFollowing the effectiveness of the Administrative Agent' resignation or\nremoval from its capacity as such, the provisions of this Article and\nSection 9.03, as well as any exculpatory, reimbursement and\nindemnification provisions set forth in any other Loan Document, shall\ncontinue in effect for the benefit of such retiring or removed\nAdministrative Agent, its sub-agents and their respective Related\nParties in respect of any actions taken or omitted to be taken by any of\nthem while it was acting as the Administrative Agent.\n\nEach Lender and Issuing Bank expressly acknowledges that none of the\nAdministrative Agent nor any Arranger has made any representation or\nwarranty to it, and that no act by the Administrative Agent or any\nArranger hereafter taken, including any consent to, and acceptance of\nany assignment or review of the affairs of the Borrower or any Affiliate\nthereof, shall be deemed to constitute any representation or warranty by\nthe Administrative Agent or the Arrangers to any Lender or Issuing Bank\nas to any matter, including whether the Administrative Agent or the\nArrangers have disclosed material information in their (or their Related\nParties' possession. Each Lender and Issuing Bank represents to the\nAdministrative Agent and the Arrangers that it has, independently and\nwithout reliance upon the Administrative Agent, the Arrangers, any other\nLender or Issuing Bank or any of their Related Parties and based on such\ndocuments and information as it has deemed appropriate, made its own\ncredit analysis of, appraisal of, and investigation into, the business,\nprospects, operations, property, financial and other condition and\ncreditworthiness of the Borrower and their Subsidiaries, and all\napplicable bank or other regulatory laws relating to the transactions\ncontemplated her"}, {"title": "airbnb.txt", "text": "eby, and made its own decision to enter into this\nAgreement and to extend credit to the Borrower hereunder. Each Lender\nand Issuing Bank also acknowledges that it will, independently and\nwithout reliance upon the Administrative Agent, the Arrangers, any other\nLender or Issuing Bank or any of their Related Parties and based on such\ndocuments and information as it shall from time to time deem\nappropriate, continue to make its own credit analysis, appraisals and\ndecisions in taking or not taking action under or based upon this\nAgreement, any other Loan Document or any related agreement or any\ndocument furnished hereunder or thereunder, and to make such\ninvestigations as it deems necessary to inform itself as to the\nbusiness, prospects, operations, property, financial and other condition\nand creditworthiness of the Borrower. Each Lender and each Issuing Bank\nalso acknowledges and agrees that none of the Administrative Agent or\nany Arranger, acting in such capacities, have made any assurances as to\n(i) whether the Revolving Facility meets such Lender' or Issuing Bank'\ncriteria or expectations with regard to environmental impact and\nsustainability performance, (ii) whether any characteristics of the\nRevolving Facility, including the characteristics of the relevant key\nperformance indicators to which the Borrower will link a potential\nmargin step-up or step-down, including their environmental and\nsustainability criteria, meet any industry standards for\nsustainability-linked credit facilities and each Lender and Issuing Bank\nhas performed its own independent investigation and analysis of the\nRevolving Facility and whether the Revolving Facility meets its own\ncriteria or expectations with regard to environmental impact and/or\nsustainability performance.\n\nIn case of the pendency of any proceeding with respect to the Borrower\nunder any United States (Federal or state) or foreign bankruptcy,\ninsolvency, receivership, winding-up or similar law now or hereafter in\neffect, the Administrative Agent (irrespective of whether the principal\nof any Loan shall then be due and payable as herein expressed or by\ndeclaration or otherwise and irrespective of whether the Administrative\nAgent shall have made any demand on the Borrower) shall be entitled and\nempowered (but not obligated) by intervention in such proceeding or\notherwise:\n\n ------- -- --\n \n -110- \n -----"}, {"title": "airbnb.txt", "text": "-- -- --\n\na.to file and prove a claim for the whole amount of the principal and\ninterest owing and unpaid in respect of the Loans and all other\nObligations that are owing and unpaid by the Borrower and to file such\nother documents as may be necessary or advisable in order to have the\nclaims of the Lenders and the Administrative Agent (including any claim\nunder Sections 2.12, 2.13, 2.14, 9.03, 9.17, 9.20 and 9.21) allowed in\nsuch judicial proceeding; and\n\nb.to collect and receive any monies or other property payable or\ndeliverable on any such claims and to distribute the same;\n\nand any custodian, receiver, assignee, trustee, liquidator, sequestrator\nor other similar official in any such proceeding is hereby authorized by\neach Lender to make such payments to the Administrative Agent and, in\nthe event that the Administrative Agent shall consent to the making of\nsuch payments directly to the Lenders, to pay to the Administrative\nAgent any amount due to it, in its capacity as the Administrative Agent,\nunder the Loan Documents (including under Section 9.03).\n\nEach Issuing Bank shall act on behalf of the Lenders with respect to any\nLetters of Credit issued by it and the documents associated therewith,\nand each Issuing Bank shall have all of the benefits and immunities (i)\nprovided to the Administrative Agent in this [Article VIII]{.underline}\nwith respect to any acts taken or omissions suffered by such Issuing\nBank in connection with Letters of Credit issued by it or proposed to be\nissued by it and the applications and agreements for letters of credit\npertaining to such Letters of Credit as fully as if the term \"gent\"as\nused in this [Article VIII]{.underline} included such Issuing Bank with\nrespect to such acts or omissions and (ii) as additionally provided\nherein with respect to such Issuing Bank.\n\nEach Lender (x) represents and warrants, as of the date such Person\nbecame a Lender party hereto, to, and (y) covenants, from the date such\nPerson became a Lender party hereto to the date such Person ceases being\na Lender party hereto, for the benefit of, the Administrative Agent, the\nArrangers and their respective Affiliates, and not, for the avoidance of\ndoubt, to or for the benefit of the Borrower, that at least one of the\nfollowing is and will be true: (i) such Lender is not using \"lan\nassets\"(within the meaning of 29 CFR \u00a72510.3-101, as modified by Section\n3(42) of"}, {"title": "airbnb.txt", "text": "ERISA) of one or more Benefit Plans in connection with the\nLoans or the Revolving Commitments, (ii) the transaction exemption set\nforth in one or more PTEs, such as PTE 84-14 (a class exemption for\ncertain transactions determined by independent qualified professional\nasset managers), PTE 95-60 (a class exemption for certain transactions\ninvolving insurance company general accounts), PTE 90-1 (a class\nexemption for certain transactions involving insurance company pooled\nseparate accounts), PTE 91-38 (a class exemption for certain\ntransactions involving bank collective investment funds) or PTE 96-23 (a\nclass exemption for certain transactions determined by in-house asset\nmanagers), is applicable, and the conditions of such exemption have been\nsatisfied, with respect to such Lender' entrance into, participation in,\nadministration of and performance of the Loans, the Revolving\nCommitments and this Agreement, (iii) (A) such Lender is an investment\nfund managed by a \"ualified Professional Asset Manager\"(within the\nmeaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset\nManager made the investment decision on behalf of such Lender to enter\ninto, participate in, administerand perform the Loans, the Revolving\nCommitments and this Agreement, (C) the entrance into, participation in,\nadministration of and performance of the Loans, the Revolving\nCommitments and this Agreement satisfies the requirements of\nsub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best\nknowledge of such Lender, the requirements of subsection (a) of Part I\nof PTE 84-14 are satisfied with respect to such Lender' entrance into,\nparticipation in, administration of and performance of the Loans, the\nRevolving Commitments and this Agreement or (iv) such other\nrepresentation, warranty and covenant as may be agreed in writing\nbetween the Administrative Agent, in its sole discretion, and such\nLender.\n\nIn addition, unless clause (i) of the immediately preceding paragraph is\ntrue with respect to a Lender or such Lender has provided another\nrepresentation, warranty and covenant as provided in clause\n\n ------- -- --\n \n -111- \n ------- -- --\n\n\\(iv\\) of the immediately preceding paragraph, such Lender further (a)\nrepresents and warrants, as of the date such Person became a Lender\nparty hereto, to and (b) covenants, from the date such Person became a\nLender pa"}, {"title": "airbnb.txt", "text": "rty hereto to the date such Person ceases being a Lender party\nhereto, for the benefit of the Administrative Agent, the Arrangers and\ntheir Affiliates, and not, for the avoidance of doubt, to or for the\nbenefit of the Borrower, that: none of the Administrative Agent, the\nArrangers or any of their Affiliates is a fiduciary with respect to the\nassets of such Lender (including in connection with the reservation or\nexercise of any rights by the Administrative Agent under this Agreement,\nany Loan Document or any documents related hereto or thereto).\n\nThe Administrative Agent and the Arrangers hereby inform the Lenders and\nthe Issuing Banks that each such Person is not undertaking to provide\nimpartial investment advice, or to give advice in a fiduciary capacity,\nin connection with the transactions contemplated hereby, and that such\nPerson has a financial interest in the Transactions in that such Person\nor an Affiliate thereof (a) may receive interest or other payments with\nrespect to the Loans, the Letters of Credit, the Revolving Commitments\nand this Agreement, (b) may recognize a gain if it extended the Loans,\nthe Letters of Credit or the Revolving Commitments for an amount less\nthan the amount being paid for an interest in the Loans, the Letters of\nCredit or the Revolving Commitments by such Lender or (c) may receive\nfees or other payments in connection with the Transactions, the Loan\nDocuments or otherwise, including structuring fees, commitment fees,\narrangement fees, facility fees, upfront fees, underwriting fees,\nticking fees, agency fees, administrative agent fees, utilization fees,\nminimum usage fees, fronting fees, deal-away or alternate transaction\nfees, amendment fees, processing fees, term out premiums, banker'\nacceptance fees, breakage or other early termination fees or fees\nsimilar to the foregoing.\n\nTo the extent required by any applicable law, the Administrative Agent\nmay withhold from any payment to any Lender an amount equivalent to any\napplicable withholding Tax. If the U.S. Internal Revenue Service or any\nother Governmental Authority asserts a claim that the Administrative\nAgent did not properly withhold Tax from amounts paid to or for the\naccount of any Lender for any reason, including because the appropriate\ndocumentation was not delivered or was not properly executed or because\nsuch Lender failed to notify the Administrative Agent of a chan"}, {"title": "airbnb.txt", "text": "ge in\ncircumstance which rendered the exemption from, or reduction of,\nwithholding Tax ineffective, or if the Administrative Agent reasonably\ndetermines that a payment was made to a Lender pursuant to this\nAgreement without deduction of applicable withholding Tax from such\npayment, such Lender shall indemnify the Administrative Agent fully,\nwithin 10 days after written demand therefor, for all amounts paid,\ndirectly or indirectly, by the Administrative Agent as Tax or otherwise,\ntogether with all expenses (including legal expenses, allocated internal\ncosts and out-of-pocket expenses) incurred, whether or not such Tax was\ncorrectly or legally imposed or asserted. A certificate as to the amount\nof such payment or liability delivered to any Lender by the\nAdministrative Agent shall be conclusive absent manifest error. Each\nLender hereby authorizes the Administrative Agent to set off and apply\nany amounts at any time owing to such Lender under this Agreement or any\nother Loan Document or from any other sources against any amounts due\nthe Administrative Agent under this paragraph. The agreements in this\nparagraph shall survive the resignation and/or replacement of the\nAdministrative Agent, any assignment of rights by, or the replacement\nof, a Lender, the consummation of the transactions contemplated hereby,\nthe repayment of the Loans and the expiration or termination of the\nRevolving Commitments, the expiration of any Letter of Credit or the\ntermination of this Agreement or any provision hereof. For the avoidance\nof doubt, for purposes of this paragraph, the term \"ender\"shall include\nany Issuing Bank and any Swingline Lender.\n\nNotwithstanding anything herein to the contrary, the Arrangers shall not\nhave any duties or obligations under this Agreement or any other Loan\nDocument (except in their capacities, as applicable, as an\nAdministrative Agent or a Lender), but all such Persons shall have the\nbenefit of the indemnities and exculpatory provisions provided for\nhereunder or thereunder.\n\n ------- -- --\n \n -112- \n ------- -- --\n\nThe Lenders and the Issuing Banks irrevocably authorize and direct the\nrelease of any Guarantor from its obligations under its Guaranty\nautomatically as set forth in Section 5.10(c) and authorize and direct\nthe Administrative Agent to, at the Borrower' expense, execute and\ndeliver to the applicable Guarantor any documents"}, {"title": "airbnb.txt", "text": "or instruments as such\nGuarantor may reasonably request to evidence the release of such\nGuaranty.\n\nEach Lender and each Issuing Bank represents and warrants that (i) the\nLoan Documents set forth the terms of a commercial lending facility,\n(ii) it is engaged in making, acquiring or holding commercial loans and\nin providing other facilities set forth herein as may be applicable to\nsuch Lender or Issuing Bank, in each case in the ordinary course of\nbusiness, and not for the purpose of purchasing, acquiring or holding\nany other type of financial instrument (and each Lender and each Issuing\nBank agrees not to assert a claim in contravention of the foregoing),\n(iii) it has, independently and without reliance upon the Administrative\nAgent, the Arrangers, any Syndication Agent, any Documentation Agent or\nany other Lender or Issuing Bank, or any of the Related Parties of any\nof the foregoing, and based on such documents and information as it has\ndeemed appropriate, made its own credit analysis and decision to enter\ninto this Agreement as a Lender, and to make, acquire or hold Loans\nhereunder and (iv) it is sophisticated with respect to decisions to\nmake, acquire and/or hold commercial loansand to provide other\nfacilities set forth herein, as may be applicable to such Lender or such\nIssuing Bank, and either it, or the Person exercising discretion in\nmaking its decision to make, acquire and/or hold such commercial loans\nor to provide such other facilities, is experienced in making, acquiring\nor holding such commercial loans or providing such other facilities.\nEach Lender and each Issuing Bank also acknowledges that it will,\nindependently and without reliance upon the Administrative Agent, the\nArrangers, any Syndication Agent, any Documentation Agent or any other\nLender or Issuing Bank, or any of the Related Parties of any of the\nforegoing, and based on such documents and information (which may\ncontain material, non- public information within the meaning of the\nUnited States securities laws concerning the Borrower and its\nAffiliates) as it shall from time to time deem appropriate, continue to\nmake its own decisions in taking or not taking action under or based\nupon this Agreement, any other Loan Document or any related agreement or\nany document furnished hereunder or thereunder.\n\nEach Lender, by delivering its signature page to this Agreement on the\nEffective Date, or"}, {"title": "airbnb.txt", "text": "delivering its signature page to an Assignment and\nAssumption or any other Loan Document pursuant to which it shall become\na Lender hereunder, shall be deemed to have acknowledged receipt of, and\nconsented to and approved, each Loan Document and each other document\nrequired to be delivered to, or be approved by or satisfactory to, the\nAdministrative Agent or the Lenders on the Effective Date.\n\nEach party' obligations under this [Article VIII]{.underline} shall\nsurvive the resignation or replacement of the Administrative Agent or\nany transfer of rights or obligations by, or the replacement of, a\nLender or an Issuing Bank, the termination of the Commitments or the\nrepayment, satisfaction or discharge of all Obligations under any Loan\nDocument.\n\nARTICLE IX\n\n[Miscellaneous]{.underline}\n\nSECTION 9.01.\u00a0\u00a0\u00a0\u00a0[Notices]{.underline}.\n\n(a)Except in the case of notices and other communications expressly\npermitted to be given by telephone and subject to paragraph (b) of this\nSection, all notices and other communications provided\n\n ------- -- --\n \n -113- \n ------- -- --\n\nfor herein shall be in writing and shall be delivered by hand or\novernight courier service, mailed by certified or registered mail or\nsent by fax, as follows:\n\n(i)if to the Borrower, the Administrative Agent or Swingline Lender to\nthe address (or fax number) or electronic mail address specified for\nsuch Person on [Schedule 9.01]{.underline}; and\n\n(ii)if to any Lender or Issuing Bank, to it at its address (or fax\nnumber) set forth in its Administrative Questionnaire.\n\nNotices sent by hand or overnight courier service, or mailed by\ncertified or registered mail, shall be deemed to have been given when\nreceived; notices sent by fax shall be deemed to have been given when\nsent (but if not given during normal business hours for the recipient,\nshall be deemed to have been given at the opening of business on the\nnext business day for the recipient); and notices delivered through\nelectronic communications to the extent provided in paragraph (b) of\nthis Section shall be effective as provided in such paragraph.\n\na.Notices and other communications to the Lenders hereunder may be\ndelivered or furnished by electronic communications (including email and\nInternet and intranet websites) pursuant to procedures approved by the\nAdministrative Agent; [provided]{.underline} that the foregoing shall\nnot apply"}, {"title": "airbnb.txt", "text": "to notices under Article II to any Lender if such Lender has\nnotified the Administrative Agent that it is incapable of receiving\nnotices under such Article by electronic communication. Any notices or\nother communications to the Administrative Agent or the Borrower may be\ndelivered or furnished by electronic communications pursuant to\nprocedures approved in advance by the recipient thereof;\n[provided]{.underline} that approval of such procedures may be limited\nor rescinded by such Person by written notice to each other such Person.\nUnless the Administrative Agent otherwise prescribes, (i) notices and\nother communications sent to an e- mail address shall be deemed received\nupon the sender' receipt of an acknowledgment from the intended\nrecipient (such as by the \"eturn receipt requested\"function, as\navailable, return e-mail or other written acknowledgment);\n[provided]{.underline} that if such notice or other communication is not\nsent during the normal business hours of the recipient, such notice or\ncommunication shall be deemed to have been sent at the opening of\nbusiness on the next business day for the recipient; and (ii) notices or\ncommunications posted to an Internet or intranet website shall be deemed\nreceived upon the deemed receipt by the intended recipient at its e-mail\naddress as described in the foregoing clause (i) of notification that\nsuch notice or communication is available and identifying the website\naddress therefor.\n\nb.Any party hereto may change its address, fax number or email address\nfor notices and other communications hereunder by notice to the other\nparties hereto.\n\nc.The Administrative Agent may, but shall not be obligated to, make any\nCommunication by posting such Communication on Debt Domain, IntraLinks,\nSyndTrak or a similar electronic transmission system (the\n\"[Platform]{.underline}\". The Platform is provided \"s is\"and \"s\navailable.\"None of the Administrative Agent nor any of its Related\nParties warrants, or shall be deemed to warrant, the adequacy of the\nPlatform, and the Administrative Agent expressly disclaims liability for\nerrors or omissions in the Communications. No warranty of any kind,\nexpress, implied or statutory, including any warranty of\nmerchantability, fitness for a particular purpose, non-infringement of\nthird-party rights or freedom from viruses or other code defects, is\nmade, or shall be deemed to be made, by the Adm"}, {"title": "airbnb.txt", "text": "inistrative Agent or any\nof its Related Parties in connection with the Communications or the\nPlatform. In no event shall the Administrative Agent, any of its Related\nParties, the Borrower, any Lender or Issuing Bank have any liability to\nany other Person party hereto or any other Person for damages of any\nkind, including direct or indirect, special, incidental or consequential\ndamages, losses or expenses (whether in tort, contract or otherwise),\narising out of the Borrower' or the Administrative Agent' transmission\nof Communications through the Platform.\n\n ------- -- --\n \n -114- \n ------- -- --\n\nSECTION 9.02.\u00a0\u00a0\u00a0\u00a0[Waivers; Amendments]{.underline}.\n\n(a)No failure or delay by the Administrative Agent, any Lender or any\nIssuing Bank in exercising any right or power hereunder or under any\nother Loan Document shall operate as a waiver thereof, nor shall any\nsingle or partial exercise of any such right or power, or any\nabandonment or discontinuance of steps to enforce such a right or power,\npreclude any other or further exercise thereof or the exercise of any\nother right or power. The rights and remedies of the Administrative\nAgent, the Issuing Banks and the Lenders hereunder and under the other\nLoan Documents are cumulative and are not exclusive of any rights or\nremedies that they would otherwise have. No waiver of any provision of\nany Loan Document or consent to any departure by the Borrower therefrom\nshall in any event be effective unless the same shall be permitted by\nparagraph (b) of this Section, and then such waiver or consent shall be\neffective only in the specific instance and for the specific purpose for\nwhich given.\n\n(b)Subject to Section 2.11(b), (c) and (d) and Section 9.02(c) below and\nexcept for those actions expressly permitted to be taken by the\nAdministrative Agent, none of this Agreement, any other Loan Document or\nany provision hereof or thereof may be waived, amended or modified\nexcept, in the case of this Agreement, pursuant to an agreement or\nagreements in writing entered into by the Borrower, the Administrative\nAgent and the Required Lenders and, in the case of any other Loan\nDocument, pursuant to an agreement or agreements in writing entered into\nby the Administrative Agent and the Borrower, in each case with the\nconsent of the Required Lenders; [provided]{.underline} that no such\nagreement shall\n\n\\(i\\) increase the Revo"}, {"title": "airbnb.txt", "text": "lving Commitment of any Lender without the\nwritten consent of such Lender (but not the Required Lenders) (it being\nunderstood that the waiver of any condition precedent, the waiver of any\nobligation of the Borrower to pay interest at the default rate or the\nwaiver of any Default, Event of Default, mandatory prepayment of the\nLoans or mandatory reduction of any Revolving Commitments shall not\nconstitute such an extension or increase), (ii) reduce the principal\namount of any Loan or any date for reimbursement of an LC Disbursement,\nor reduce the rate of interest thereon or reduce any fees payable\nhereunder, without the written consent of each Lender directly and\nadversely affected thereby (but not the Required Lenders) (it being\nunderstood that the waiver of any condition precedent, the waiver of any\nobligation of the Borrower to pay interest at the default rate or the\nwaiver of any Default, Event of Default, mandatory prepayment of the\nLoans or mandatory reduction of any Revolving Commitments shall not\nconstitute such an extension or increase), (iii) postpone the scheduled\nmaturity date of any Loan, or any date for the payment of any interest\nor fees payable hereunder, or reduce theamount of, waive or excuse any\nsuch payment, or postpone the scheduled date of expiration of any\nRevolving Commitment, without the written consent of each Lender\ndirectly and adversely affected thereby (but not the Required Lenders)\n(subject to an extension of the Maturity Date in accordance with Section\n2.18) (it being understood that the waiver of any condition precedent,\nthe waiver of any obligation of the Borrower to pay interest at the\ndefault rate or the waiver of any Default, Event of Default, mandatory\nprepayment of the Loans or mandatory reduction of any Revolving\nCommitments shall not constitute such an extension or increase), (iv)\nchange Section 2.08, 2.15(b), 2.15(c) or 2.17(e) in a manner that would\nalter the pro rata sharing of payments required thereby without the\nwritten consent of each Lender directly and adversely affected thereby\n(but not the Required Lenders), (v) change any of the provisions of this\nparagraph or reduce the percentage set forth in (x) the definition of\nthe term \"equired Lenders\"or (y) any other provision of any Loan\nDocument specifying the number or percentage of Lenders required to\nwaive, amend or modify any rights thereunder or make any deter"}, {"title": "airbnb.txt", "text": "mination\nor grant any consent thereunder, without the written consent of each\nLender directly and adversely affected thereby (but not the Required\nLenders), [provided]{.underline} that, with the consent of the Required\nLenders, the provisions of this paragraph and the definition of the term\n\"equired Lenders\"may be amended to include references to any new class\nof loans created under this Agreement (or to lenders extending such\nloans), (vi) release all or substantially all of the Guarantors from\ntheir obligations under the Loan Documents without the written consent\nof each Lender directly and adversely affected thereby (but not the\nRequired Lenders) (except as otherwise provided for in Section 5.10(c)\nor otherwise in the Loan Documents), (vii) subordinate the Obligations\nto\n\n ------- -- --\n \n -115- \n ------- -- --\n\nany other Indebtedness or obligation without the written consent of each\nLender or (viii) change the definition of \"lternative Currency\"or \"greed\nCurrency\"without the written consent of each Lender and Issuing Bank\ndirectly and adversely affected thereby; [provided further]{.underline}\nthat no such agreement shall amend, modify, extend or otherwise affect\nthe rights or obligations of the Administrative Agent, any Issuing Bank\nor the Swingline Lender in an adverse manner in any material respect\nwithout the written consent of the Administrative Agent, such Issuing\nBank or the Swing Line Lender, as the case may be.\n\n(c)Notwithstanding anything to the contrary in paragraph (b) of this\nSection:\n\n(i)(A) any provision of this Agreement or any other Loan Document may be\namended by an agreement in writing entered into by the Borrower and the\nAdministrative Agent to cure any ambiguity, mistake, omission, defect or\ninconsistency so long as, in each case, the Lenders shall have received\nat least five Business Days'prior written notice thereof and the\nAdministrative Agent shall not have received, within five Business Days\nof the date of such notice to the Lenders, a written notice from the\nRequired Lenders stating that the Required Lenders object to such\namendment and (B) the Administrative Agent and the Borrower shall be\npermitted to enter into any new agreement or instrument, to be\nconsistent with this Agreement and the other Loan Documents or as\nrequired by local law to give effect to any guaranty, so that the\nguaranty complies with appli"}, {"title": "airbnb.txt", "text": "cable Law, and in each case, such\namendments, documents and agreements shall become effective without any\nfurther action or consent of any other party to any Loan Document;\n\n(ii)no consent with respect to any amendment, waiver or other\nmodification of this Agreement or any other Loan Document shall be\nrequired of any Defaulting Lender, except with respect to any amendment,\nwaiver or other modification referred to in clause (i), (ii), (iii) or\n(iv) of the first proviso of paragraph (b) of this Section and then only\nin the event such Defaulting Lender shall be directly and adversely\naffected by such amendment, waiver or other modification;\n\n(iii)if, in connection with any proposed amendment, waiver or consent\nrequiring the consent of \"ach Lender\" \"ach Lender affected thereby\" or\nsuch similar phrase, the consent of the Required Lenders is obtained,\nbut the consent of other necessary Lenders is not obtained (any such\nLender whose consent is necessary but not obtained being referred to\nherein as a \"[Non-]{.underline} [Consenting Lender]{.underline}\", then\nthe Borrower may elect to replace a Non-Consenting Lender as a Lender\nparty to this Agreement; [provided]{.underline} that, concurrently with\nsuch replacement, the Borrower shall pay (or, in the case of clause (1)\nbelow, cause to be paid from the assignee) to such Non- Consenting\nLender in same day funds on the day of such replacement (1) an amount\nequal to the outstanding principal amount of such Non-Consenting Lender'\nLoans and participations in LC Disbursements, (2) an amount equal to all\ninterest, fees and other amounts then accrued but unpaid to such\nNon-Consenting Lender by the Borrower hereunder to and including the\ndate of termination and (3) an amount, if any, equal to the payment\nwhich would have been due to such Lender on the day of such replacement\nunder Section 2.13 (if any) had the Loans of such Non- Consenting Lender\nbeen prepaid on such date rather than sold to the replacement Lender.\nEach party hereto agrees that (a) an assignment required pursuant to\nthis Section 9.02(c)(iii) may be effected pursuant to an Assignment and\nAssumption executed by the Borrower, the Administrative Agent and the\nassignee and (b) the Lender required to make such assignment need not be\na party thereto in order for such assignment to be effective and shall\nbe deemed to have consented to an be bound by the terms thereof;"}, {"title": "airbnb.txt", "text": "provided that, following the effectiveness of any such assignment, the\nother parties to such assignment agree to execute and deliver such\ndocuments necessary to evidence such assignment as reasonably requested\nby the applicable Lender, provided, further that any such documents\nshall be without recourse to or warranty by the parties thereto;\n\n ------- -- --\n \n -116- \n ------- -- --\n\ni.this Agreement and the other Loan Documents may be amended in the\nmanner provided in Sections 2.11, 2.18 and 2.21; and\n\nii.an amendment to this Agreement contemplated by the last sentence of\nthe definition of the term \"pplicable Rate\"may be made pursuant to an\nagreement or agreements in writing entered into by the Borrower, the\nAdministrative Agent and the Required Lenders.\n\n(d)The Administrative Agent may, but shall have no obligation to, with\nthe concurrence of any Lender, execute amendments, waivers or other\nmodifications on behalf of such Lender. Any amendment, waiver or other\nmodification effected in accordance with this Section shall be binding\nupon each Person that is at the time thereof a Lender and each Person\nthat subsequently becomes a Lender.\n\n(e)Notwithstanding the foregoing, this Agreement may be amended (or\namended and restated) with the written consent of the Required Lenders,\nthe Administrative Agent and the Borrower (i) to add one or more\nadditional credit facilities to this Agreement, to permit the extensions\nof credit from time to time outstanding hereunder and the accrued\ninterest and fees in respect thereof to share ratably in the benefits of\nthis Agreement and the other Loan Documents with the Loans and the\naccrued interest and fees in respect thereof and to include\nappropriately the Lenders holding such credit facilities in any\ndetermination of the Required Lenders and (ii) to change, modify or\nalter Section 2.15 or any other provision hereof relating to pro rata\nsharing of payments among the Lenders to the extent necessary to\neffectuate any of the amendments (or amendments and restatements)\nenumerated in clause (e)(i) above.\n\nSECTION 9.03.\u00a0\u00a0\u00a0\u00a0[Expenses; Indemnity; Damage Waiver]{.underline}.\n\n(a)The Borrower shall pay (i) all reasonable and documented\nout-of-pocket expenses incurred by the Administrative Agent, the\nArrangers and their Affiliates (but limited to, in the case of legal\nfees, the reasonable and documented fees, charges a"}, {"title": "airbnb.txt", "text": "nd disbursements of a\nsingle external U.S. counsel, and, if reasonably necessary, a single\nlocal counsel in each relevant material jurisdiction (which may be a\nsingle local counsel acting in multiple jurisdictions), in each case,\nfor the Administrative Agent, the Arrangers and their Affiliates taken\nas a whole, in connection with the structuring, arrangement and\nsyndication of the credit facilities provided for herein, including the\npreparation, execution and delivery of this Agreement, the other Loan\nDocuments or any amendments, modifications or waivers of the provisions\nhereof or thereof (whether or not the transactions contemplated hereby\nor thereby shall be consummated), and (ii) all reasonable and documented\nout-of-pocket expenses incurred by the Administrative Agent, the\nArrangers, the Lenders and the Issuing Banks (but limited to, in the\ncase of legal fees, to the fees, charges and disbursements of one\nexternal counsel in connection with the enforcement or protection of its\nrights in connection with the Loan Documents, including its rights under\nthis Section, or in connection with the Loans made hereunder, including\nduring the continuance of an Event of Default all such reasonable\nout-of-pocket expenses incurred during any workout, restructuring or\nnegotiations in respect of such Loans (but limited to a single U.S.\ncounsel, and, if reasonably necessary, a single local counsel in each\nother relevant material jurisdiction (which may be a single local\ncounsel acting in multiple jurisdictions), in each case, for the\nAdministrative Agent, the Arrangers, the Issuing Banks and the Lenders,\ntaken as a whole and, in the case of an actual or perceived conflict of\ninterest, where the party affected by such conflict informs the Borrower\nof such conflict and thereafter retains its own counsel, of another\nexternal firm of U.S. counsel, if reasonably necessary, and, if\nreasonably necessary, one local counsel in each other relevant material\njurisdiction (which may include a single local counsel acting in\nmultiple jurisdictions) for all such affected Persons taken as a whole).\n\n(b)The Borrower shall indemnify the Administrative Agent (and any\nsub-agent thereof), the Arrangers, the Syndication Agents, the\nDocumentation Agents, the Swingline Lender, each Lender, each Issuing\nBank and each Related Party of any of the foregoing (each such Person\nbeing called an\n\n -------"}, {"title": "airbnb.txt", "text": "-- --\n \n -117- \n ------- -- --\n\n\"[Indemnitee]{.underline}\" against, and hold each Indemnitee harmless\nfrom, any and all Liabilities and related reasonable and documented\nout-of-pocket expenses, including the fees, charges and disbursements of\nany counsel for any Indemnitee (but limited to a single U.S. counsel, if\nreasonably necessary, a single local counsel in each relevant material\njurisdiction (which may be a single local counsel acting in multiple\njurisdictions), in each case, for the Indemnitees, taken as a whole and,\nin the case of an actual or perceived conflict of interest, where the\nIndemnitee affected by such conflict informs the Borrower of such\nconflict and thereafter retains its own counsel, of another firm of U.S.\ncounsel, if reasonably necessary, and, if reasonably necessary, one\nlocal counsel in each other relevant material jurisdiction (which may\ninclude a single local counsel acting in multiple jurisdictions) for\neach group of similarly affected Indemnitees (taken as a whole)),\nincurred by or asserted against any Indemnitee arising out of, in\nconnection with, or as a result of (i) the structuring, arrangement and\nsyndication of the credit facilities provided for herein, the\npreparation, execution, delivery and administration of this Agreement,\nthe other Loan Documents, the performance by the parties to this\nAgreement or the other Loan Documents of their obligations thereunder or\nthe consummation of the Transactions, (ii) any Loan or the use of the\nproceeds therefrom or proposed use of proceeds, (iii) any actual or\nalleged presence or Release of Hazardous Materials on or from any\nproperty currently or formerly owned or operated by the Borrower or any\nSubsidiary (or Person that was formerly a Subsidiary) of any of them, or\nany other Environmental Liability related in any way to the Borrower or\nany Subsidiary (or Person that was formerly a Subsidiary) of any of\nthem, or (iv) any actual or prospective claim, litigation, investigation\nor proceeding relating to any of the foregoing, whether based on\ncontract, tort or any other theory and whether initiated against or by\nany party to this Agreement or any other Loan Document, any Affiliate of\nany of the foregoing or any third party (and regardless of whether any\nIndemnitee is a party thereto); [provided]{.underline} that such\nindemnity shall not, as to any Indemnitee, be availab"}, {"title": "airbnb.txt", "text": "le to the extent\nthat such losses, claims, damages, penalties, liabilities or related\nexpenses (A) are determined by a court of competent jurisdiction by\nfinal and nonappealable judgment to have resulted from (1) the gross\nnegligence, bad faith or willful misconduct of such Indemnitee or any of\nits Related Indemnitee Parties or (2) a material breach of the\nobligations of such Indemnitee or any of its Related Indemnitee Parties\nunder this Agreement or any other Loan Document or (B) arise from any\ndispute among the Indemnitees or any of their Related Indemnitee\nParties, other than any claim, litigation, investigation or proceeding\nagainst the Administrative Agent, the Arrangers, Syndication Agents or\nDocumentation Agents or any other titled person in its capacity or in\nfulfilling its role as such and other than any claim, litigation,\ninvestigation or proceeding arising out of any act or omission on the\npart of the Borrower or any of its Affiliates. Each Indemnitee shall be\nobligated to refund and return promptly any and all amounts actually\npaid by the Borrower to such Indemnitee under this paragraph for any\nLiabilities or expenses to the extent such Indemnitee is subsequently\ndetermined, by a court of competent jurisdiction by final and\nnonappealable judgment, to not be entitled to payment of such amounts in\naccordance with the terms of this paragraph. This paragraph shall not\napply with respect to Taxes other than any Taxes that represent losses,\nclaims, damages, etc. arising from any non-Tax claim.\n\n(c)To the extent that the Borrower fails to pay any amount required\nunder paragraph (a) or\n\n\\(b\\) of this Section to the Administrative Agent (or any sub-agent\nthereof) or any Related Party of any of the foregoing (and without\nlimiting its obligation to do so), each Lender severally agrees to pay\nto the Administrative Agent (or any such sub-agent) or such Related\nParty, as the case may be, such Lender' pro rata share (determined as of\nthe time that the applicable unreimbursed expense or indemnity payment\nis sought) of such unpaid amount; [provided]{.underline} that the\nunreimbursed expense or indemnified loss, claim, damage, liability or\nrelated expense, as the case may be, was incurred by or asserted against\nthe Administrative Agent (or such sub-agent) in its capacity as such, or\nagainst any Related Party of any of the foregoing acting for the\nAdministrative Ag"}, {"title": "airbnb.txt", "text": "ent (or any such sub-agent). For purposes of this\nSection, a Lender' \"ro rata share\"shall be determined based upon its\nshare of the sum of the aggregate amount of the Loans and unused\nRevolving Commitments at the time outstanding or in effect (or most\nrecently outstanding or in effect, if none of the foregoing shall be\noutstanding or in effect at such time).\n\n ------- -- --\n \n -118- \n ------- -- --\n\n(d)To the fullest extent permitted by applicable law, the parties hereto\nshall not assert, or permit any of their respective Affiliates or\nRelated Parties to assert, and the parties hereto hereby waives, any\nclaim against the other parties hereto and each Related Party of any of\nthe foregoing (each such Person being called a \"[Related\nPerson]{.underline}\" (i) for any damages arising from the use by others\nof information or other materials obtained through telecommunications,\nelectronic or other information transmission systems (including the\nInternet) other than for direct, actual damages resulting from the gross\nnegligence, bad faith, material breach or willful misconduct of such\nRelated Person as determined by a final, non- appealable judgment of a\ncourt of competent jurisdiction, or (ii) on any theory of liability, for\nspecial, indirect, consequential or punitive damages (as opposed to\ndirect or actual damages) arising out of, in connection with, or as a\nresult of this Agreement, any other Loan Document or any agreement or\ninstrument contemplated hereby or thereby, the Transactions, any Loan or\nthe use of the proceeds thereof.\n\n(e)To the fullest extent permitted by applicable law, the Administrative\nAgent, the Arrangers and the Lenders shall not assert, or permit any of\ntheir respective Affiliates or Related Parties to assert, and each of\nthem hereby waives, any claim against the Borrower, on any theory of\nliability, for special, indirect, consequential or punitive damages (as\nopposed to direct or actual damages) arising out of, in connection with,\nor as a result of this Agreement, any other Loan Document or any\nagreement or instrument contemplated hereby or thereby, the\nTransactions, any Loan or the use of the proceeds thereof;\n[provided]{.underline}, that nothing in this paragraph (e) shall limit\nthe Borrower' indemnity and reimbursement obligations set forth in this\nSection or separately agreed; provided that, nothing in this Section\n9.0"}, {"title": "airbnb.txt", "text": "3(e) shall relieve the Borrower of any obligation it may have to\nindemnify an Indemnitee against any special, indirect, consequential or\npunitive damages asserted against such Indemnitee by a third party.\n\n(f)In addition, the indemnity set forth herein shall not, as to any\nIndemnitee, be available with respect to any settlements effected\nwithout the Borrower' prior written consent (which consent shall not be\nunreasonably withheld or delayed), but if settled with the Borrower'\nconsent, the Borrower agrees to indemnify and hold harmless each\nIndemnitee in the manner set forth above (for the avoidance of doubt, it\nbeing understood that if there is a final judgment in any such\nproceeding, the indemnity set forth above shall apply (subject to the\nexceptions thereto set forth above)). Each Indemnitee shall take all\nreasonable steps to mitigate any losses, claims, damages, liabilities\nand expenses in connection with the matters covered in this Section\n9.03.\n\n(g)All amounts due under this Section shall be payable promptly after\nwritten demand therefor.\n\nSECTION 9.04.\u00a0\u00a0\u00a0\u00a0[Successors and Assigns]{.underline}.\n\n(a)The provisions of this Agreement shall be binding upon and inure to\nthe benefitof the parties hereto and their respective successors and\nassigns permitted hereby, except that (i) other than as expressly\nprovided in Section 6.04(a)(B), the Borrower may not assign or otherwise\ntransfer any of its rights or obligations hereunder without the prior\nwritten consent of the Administrative Agent, each Issuing Bank and each\nLender (and any attempted assignment or transfer by the Borrower without\nsuch consent shall be null and void) and (ii) no Lender or Issuing Bank\nmay assign or otherwise transfer its rights or obligations hereunder\nexcept in accordance with this Section. Nothing in this Agreement,\nexpressed or implied, shall be construed to confer upon any Person\n(other than the parties hereto, their respective successors and assigns\npermitted hereby, sub-agents of the Administrative Agent, Participants\n(to the extent provided in paragraph (c) of this Section), the Arrangers\nand, to the extent expressly contemplated hereby, the Related Parties of\nthe foregoing) any legal or equitable right, remedy or claim under or by\nreason of this Agreement.\n\n ------- -- --\n \n -119- \n ------- -- --\n\n(b)(i) Subject to the conditions set forth in paragraph (b)(ii"}, {"title": "airbnb.txt", "text": ") below,\nany Lender may assign to one or more Eligible Assignees all or a portion\nof its rights and obligations under this Agreement (including all or a\nportion of its Revolving Commitments and the Loans at the time owing to\nit) with the prior written consent (such consent not to be unreasonably\nwithheld, delayed or conditioned) of:\n\n(A)the Borrower; [provided]{.underline} that no consent of the Borrower\nshall be required (x) for an assignment to a Lender, an Affiliate of a\nLender or an Approved Fund or (y) if an Event of Default under clause\n(a), (b), (h) or (i) of Section 7.01 shall have occurred and be\ncontinuing; [provided further]{.underline}, in each case, that the\nBorrower shall be deemed to have consented to any assignment unless it\nshall object thereto by written notice to the Administrative Agent\nwithin 10 Business Days after having received notice thereof;\n\n(B)the Administrative Agent; [provided]{.underline} that no consent of\nthe Administrative Agent shall be required for an assignment to a\nLender, an Affiliate of a Lender or an Approved Fund; and\n\n(C)each Issuing Bank and the Swingline Lender.\n\n(ii)Assignments shall be subject to the following additional conditions:\n\n(A)except in the case of an assignment to a Lender, an Affiliate of a\nLender or an Approved Fund or an assignment of the entire remaining\namount of the assigning Lender' Revolving Commitment or Loans, the\namount of the Revolving Commitment or Loans of the assigning Lender\nsubject to each such assignment (determined as of the date the\nAssignment and Assumption with respect to such assignment is delivered\nto the Administrative Agent) shall not be less than \\$5,000,000 unless\neach of the Borrower and the Administrative Agent otherwise consents;\n[provided]{.underline} that (1) no such consent of the Borrower shall be\nrequired if an Event of Default under clause (a), (b), (h) or (i) of\nSection 7.01 shall have occurred and be continuing and\n\n\\(2\\) the Borrower shall be deemed to have consented to any assignment\nunless it shall object thereto by written notice to the Administrative\nAgent within 10 Business Days after having received notice thereof;\n\n(B)each partial assignment shall be made as an assignment of a\nproportionate part of all the assigning Lender' rights and obligations\nunder this Agreement;\n\n(C)the parties to each assignment shall execute and deliver to the\nAdministrative Agent"}, {"title": "airbnb.txt", "text": "an Assignment and Assumption (or an agreement\nincorporating by reference a form of Assignment and Assumption posted on\nthe Platform), together with a processing and recordation fee of\n\\$3,500, [provided]{.underline} that only one such processing and\nrecordation fee shall be payable in the event of simultaneous\nassignments from any Lender or its Approved Funds to one or more other\nApproved Funds of such Lender; and\n\n(D)the assignee, if it shall not already be a Lender, shall deliver to\nthe Administrative Agent an Administrative Questionnaire in which the\nassignee designates one or more credit contacts to whom all\nsyndicate-level information (which may contain MNPI) will be made\navailable and who may receive such information in accordance with the\nassignee' compliance procedures and applicable law, including United\nStates (Federal or State) and foreign securities laws.\n\n(iii)Subject to acceptance and recording thereof pursuant to paragraph\n(b)(v) of this Section, from and after the effective date specified in\neach Assignment and Assumption (or an agreement\n\n ------- -- --\n \n -120- \n ------- -- --\n\nincorporating by reference a form of Assignment and Assumption posted on\nthe Platform) the assignee thereunder shall be a party hereto and, to\nthe extent of the interest assigned by such Assignment and Assumption,\nhave the rights and obligations of a Lender under this Agreement, and\nthe assigning Lender thereunder shall, to the extent of the interest\nassigned by such Assignment and Assumption, be released from its\nobligations under this Agreement (and, in the case of an Assignment and\nAssumption covering all of the assigning Lender' rights and obligations\nunder this Agreement, such Lender shall cease to be a party hereto but\nshall continue to be entitled to the benefits of Sections 2.12, 2.13,\n2.14 and 9.03); [provided]{.underline}, that except to the extent\notherwise expressly agreed by the affected parties, no assignment by a\nDefaulting Lender will constitute a waiver or release of any claim of\nany party hereunder arising from such Lender having been a Defaulting\nLender. Any assignment or transfer by a Lender of rights or obligations\nunder this Agreement that does not comply with this Section shall be\ntreated for purposes of this Agreement as a sale by such Lender of a\nparticipation in such rights and obligations in accordance with Section\n9.04"}, {"title": "airbnb.txt", "text": "(c).\n\n(iv)The Administrative Agent, acting solely for this purpose as a\nnon-fiduciary agent of the Borrower, shall maintain at one of its\noffices a copy of each Assignment and Assumption with respect to the\nRevolving Facility delivered to it and records of the names and\naddresses of the Lenders, and the Revolving Commitments of, and\nprincipal amount (and related interest) of the Loans owing to, each\nLender pursuant to the terms hereof from time to time (the\n\"[Register]{.underline}\". The entries in the Register shall be\nconclusive absent manifest error, and the Borrower, the Administrative\nAgent and the Lenders shall treat each Person whose name is recorded in\nthe Register pursuant to the terms hereof as a Lender hereunder for all\npurposes of this Agreement, notwithstanding any notice to the contrary.\nThe Register shall be available for inspection by the Borrower, the\nAdministrative Agent and, as to entries pertaining to it, any Lender, at\nany reasonable time and from time to time upon reasonable prior notice.\n\n(v)Upon receipt by the Administrative Agent of an Assignment and\nAssumption (or an agreement incorporating by reference a form of\nAssignment and Assumption posted on the Platform) executed by an\nassigning Lender and an assignee, the assignee' completed Administrative\nQuestionnaire (unless the assignee shall already be a Lender hereunder)\nand the processing and recordation fee referred to in this Section, the\nAdministrative Agent shall accept such Assignment and Assumption and\nrecord the information contained therein in the Register;\n[provided]{.underline} that the Administrative Agent shall not be\nrequired to accept such Assignment and Assumption or so record the\ninformation contained therein if the Administrative Agent reasonably\nbelieves that such Assignment and Assumption lacks any written consent\nrequired by this Section or is otherwise not in proper form, it being\nacknowledged that the Administrative Agent shall have no duty or\nobligation (and shall incur no liability) with respect to obtaining (or\nconfirming the receipt) of any such written consent or with respect to\nthe form of (or any defect in) such Assignment and Assumption, any such\nduty and obligation being solely with the assigning Lender and the\nassignee. No assignment shall be effective for purposes of this\nAgreement unless it has been recorded in the Register as provided in\nthis paragra"}, {"title": "airbnb.txt", "text": "ph, and following such recording, unless otherwise\ndetermined by the Administrative Agent (such determination to be made in\nthe sole discretion of the Administrative Agent, which determination may\nbe conditioned on the consent of the assigning Lender and the assignee),\nshall be effective notwithstanding any defect in the Assignment and\nAssumption relating thereto. Each assigning Lender and the assignee, by\nits execution and delivery of an Assignment and Assumption, shall be\ndeemed to have represented to the Administrative Agent that all written\nconsents required by this Section with respect thereto (other than the\nconsent of the Administrative Agent) have been obtained and that such\nAssignment and Assumption is otherwise duly completed and in proper\nform, and each assignee, by its execution and delivery of an Assignment\nand Assumption, shall be deemed to have represented to the assigning\nLender and the Administrative Agent that such assignee is an Eligible\nAssignee.\n\n ------- -- --\n \n -121- \n ------- -- --\n\n(c)(i) Any Lender may, without the consent of the Borrower, the\nSwingline Lender, any Issuing Bank or the Administrative Agent, sell\nparticipations to one ormore Eligible Assignees\n(\"[Participants]{.underline}\" in all or a portion of such Lender' rights\nand/or obligations under this Agreement (including all or a portion of\nits Revolving Commitments and Loans); [provided]{.underline} that (A)\nsuch Lender' obligations under this Agreement shall remain unchanged,\n(B) such Lender shall remain solely responsible to the other parties\nhereto for the performance of such obligations and (C) the Borrower, the\nAdministrative Agent, the Swingline Lender, any Issuing Bank and the\nother Lenders shall continue to deal solely and directly with such\nLender in connection with such Lender' rights and/or obligations under\nthis Agreement. Any agreement or instrument pursuant to which a Lender\nsells such a participation shall provide that such Lender shall retain\nthe sole right to enforce this Agreement and to approve any amendment,\nmodification or waiver of any provision of this Agreement or any other\nLoan Document; [provided]{.underline} that such agreement or instrument\nmay provide that such Lender will not, without the consent of the\nParticipant, agree to any amendment, modification or waiver described in\nthe first proviso to Section 9.02(b) that affec"}, {"title": "airbnb.txt", "text": "ts such Participant or\nrequires the approval of all the Lenders. The Borrower agrees that each\nParticipant shall be entitled to the benefits of Sections 2.12, 2.13 and\n2.14 (subject to the requirements and limitations therein, including the\nrequirements under Section 2.14(f) (it being understood that the\ndocumentation required under Section 2.14(f) shall be delivered solely\nto the participating Lender)) to the same extent as if it were a Lender\nand had acquired its interest by assignment pursuant to paragraph (b) of\nthis Section; [provided]{.underline} that such Participant (x) agrees to\nbe subject to the provisions of Sections 2.15 and 2.16 as if it were an\nassignee under paragraph (b) of this Section and (y) shall not be\nentitled to receive any greater payment under Section 2.12 or 2.14 with\nrespect to any participation than its participating Lender would have\nbeen entitled to receive, except to the extent such entitlement to\nreceive a greater payment results from a Change in Law that occurs after\nthe Participant acquired the applicable participation. Each Lender that\nsells a participation agrees, at the Borrower' request and expense, to\nuse reasonable efforts to cooperate with the Borrower to effectuate the\nprovisions of Section 2.16(b) with respect to any Participant. To the\nextent permitted by law, each Participant also shall be entitled to the\nbenefits of Section 9.08 as though it were a Lender;\n[provided]{.underline} that such Participant shall be subject to Section\n2.15(c) as though it were a Lender.\n\n(ii)\u00a0\u00a0\u00a0\u00a0ach Lender that sells a participation shall, acting solely for\nthis purpose as a non- fiduciary agent of the Borrower, maintain records\nof the name and address of each Participant and the principal amounts\n(and related interest) of each Participant' interest in the Loans or\nother obligations under this Agreement or any other Loan Document (the\n\"[Participant Register]{.underline}\"; [provided]{.underline} that no\nLender shall have any obligation to disclose all or any portion of the\nParticipant Register (including the identity of any Participant or any\ninformation relating to a Participant' interest in any Revolving\nCommitments, Loans or other rights and/or obligations under this\nAgreement or any other Loan Document) to any Person except to the extent\nthat such disclosure is necessary to establish that any such Revolving\nCommitment, Loan or other"}, {"title": "airbnb.txt", "text": "obligation is in registered form under Section\n5f.103-1(c) of the United States Treasury Regulations. The entries in\nthe Participant Register shall be conclusive absent manifest error, and\nsuch Lender shall treat each Person whose name is recorded in the\nParticipant Register as the owner of such participation for all purposes\nof this Agreement, notwithstanding any notice to the contrary. For the\navoidance of doubt, the Administrative Agent (in its capacity as the\nAdministrative Agent) shall not have any responsibility for maintaining\na Participant Register.\n\n(d)Any Lender may at any time pledge or grant a security interest in all\nor any portion of its rights under this Agreement to secure obligations\nof such Lender, including any pledge or grant to secure obligations to a\nFederal Reserve Bank or other central bank, and this Section shall not\napply to any such pledge or grant of a security interest;\n[provided]{.underline} that no such pledge or grant of a security\ninterest shall release a Lender from any of its obligations hereunder or\nsubstitute any such pledgee or assignee for such Lender as a party\nhereto.\n\n ------- -- --\n \n -122- \n ------- -- --\n\n(e)Disqualified Institutions.\n\n(i)Notwithstanding anything to the contrary herein, no assignment or\nparticipation shall be made to any Person that was a Disqualified\nInstitution as of the date (the \"[Trade Date]{.underline}\" on which the\nassigning Lender entered into a binding agreement to sell and assign or\ngrant a participation in all or a portion of its rights and obligations\nunder this Agreement to such Person (unless the Borrower has consented\nto such assignment or participation in writing in its sole and absolute\ndiscretion, in which case such Person will not be considered a\nDisqualified Institution for the purpose of such assignment or\nparticipation). For the avoidance of doubt, with respect to any assignee\nor participant that becomes a Disqualified Institution after the\napplicable Trade Date (including as a result of the delivery of a\nwritten supplement to the list of \"isqualified Institutions\"referred to\nin the definition of \"[Disqualified]{.underline}\n[Institution]{.underline}\", (x) such assignee or participant shall not\nretroactively be disqualified from becoming a Lender or participant and\n(y) the execution by the Borrower of an Assignment and Acceptance with\nrespect to such assign"}, {"title": "airbnb.txt", "text": "ee will not by itself result in such assignee no\nlonger being considered a Disqualified Institution. Any assignment or\nparticipation in violation of this clause (e)(i) shall not be void, but\nthe other provisions of this clause (e) shall apply.\n\n(ii)If any assignment or participation is made to any Disqualified\nInstitution without the Borrower' prior written consent in violation of\n[clause (i)]{.underline} above, or if any Person becomes a Disqualified\nInstitution after the applicable Trade Date, the Borrower may, at its\nsole expense and effort, upon notice to the applicable Disqualified\nInstitution and the Administrative Agent, require such Disqualified\nInstitution to assign, without recourse (in accordance with and subject\nto the restrictions contained in this [Section 9.04]{.underline}), all\nof its interest, rights and obligations under this Agreement to one or\nmore Persons (other than a Disqualified Institution) at the lesser of\n(x) the principal amount thereof and (y) the amount that such\nDisqualified Institution paid to acquire such interests, rights and\nobligations in each case plus accrued interest, accrued fees and all\nother amounts (other than principal amounts) payable toit hereunder.\n\n(iii)Notwithstanding anything to the contrary contained in this\nAgreement, Disqualified Institutions (A) will not have the right to (x)\nreceive information, reports or other materials provided to Lenders by\nthe Borrower, the Administrative Agent or any other Lender, (y) attend\nor participate in meetings attended by the Lenders (or any of them) and\nthe Administrative Agent, or (z) access any electronic site established\nfor the Lenders or confidential communications from counsel to or\nfinancial advisors of the Administrative Agent or the Lenders, (B) for\npurposes of any consent to any amendment, waiver or modification of, or\nany action under, and for the purpose of any direction to the\nAdministrative Agent or any Lender to undertake any action (or refrain\nfrom taking any action) under this Agreement or any other Loan Document,\neach Disqualified Institution will be deemed to have consented in the\nsame proportion as the Lenders that are not Disqualified Institutions\nconsented to such matter, and (C) for purposes of voting on any plan of\nreorganization or plan of liquidation pursuant to the Bankruptcy Code or\nany Debtor Relief Laws (a \"[Bankruptcy Plan]{.underline}\", eac"}, {"title": "airbnb.txt", "text": "h\nDisqualified Institution party hereto hereby agrees (1) not to vote on\nsuch Bankruptcy Plan, (2) if such Disqualified Institution does vote on\nsuch Bankruptcy Plan notwithstanding the restriction in the foregoing\nclause (1), such vote will be deemed not to be in good faith and shall\nbe \"esignated\"pursuant to Section 1126(e) of the Bankruptcy Code (or any\nsimilar provision in any other Debtor Relief Laws), and such vote shall\nnot be counted in determining whether the applicable class has accepted\nor rejected such Bankruptcy Plan in accordance with Section 1126(c) of\nthe Bankruptcy Code (or any similar provision in any other Debtor Relief\nLaws) and (3) not to contest any request by any party for a\ndetermination by the Bankruptcy Court (or other applicable court of\ncompetent jurisdiction) effectuating the foregoing clause (2).\n\n(iv)The Administrative Agent shall have the right, and the Borrower\nhereby expressly authorize the Administrative Agent to (A) post the list\nof Disqualified Institutions provided by the\n\n ------- -- --\n \n -123- \n ------- -- --\n\nBorrower and any updates thereto from time to time (collectively, the\n\"[DQ List]{.underline}\" on an Approved Electronic Platform, including\nthat portion of such Approved Electronic Platform that is designated for\n\"ublic side\"Lenders and/or (B) provide the DQ List to each Lender or\npotential Lender requesting the same.\n\n(v)The Administrative Agent shall not be responsible or have any\nliability for, or have any duty to ascertain, inquire into, monitor or\nenforce, compliance with the provisions hereof relating to Disqualified\nInstitutions. Without limiting the generality of the foregoing, the\nAdministrative Agent shall not (x) be obligated to ascertain, monitor or\ninquire as to whether any other Lender or participant or prospective\nLender or participant is a Disqualified Institution or (y) have any\nliability with respect to or arising out of any assignment or\nparticipation of Loans, or disclosure of confidential information, by\nany other Person to any Disqualified Institution.\n\nSECTION 9.05.\u00a0\u00a0\u00a0\u00a0[Survival]{.underline}. All covenants, agreements,\nrepresentations and warranties made by the Borrower and the Guarantors\nin the Loan Documents and in the certificates or other instruments\ndelivered in connection with or pursuant to this Agreement or any other\nLoan Document shall be considered to have bee"}, {"title": "airbnb.txt", "text": "n relied upon by the other\nparties hereto or thereto and shall survive the execution and delivery\nof the Loan Documents and the making of any Loans and the issuance of\nLetters of Credit by each Issuing Bank, regardless of any investigation\nmade by any such other party or on its behalf and notwithstanding that\nany of the Administrative Agent, the Arrangers, the Syndication Agents,\nthe Documentation Agents, the Lenders, the Swingline Lender, the Issuing\nBanks or any Related Party of any of the foregoing may have had notice\nor knowledge of any Default or incorrect representation or warranty at\nthe time any Loan Document was executed and delivered or any credit was\nextended hereunder, and shall continue in full force and effect as long\nas the principal of or any interest accrued on any Loan or any fee or\nany other amount payable under this Agreement is outstanding and unpaid\n(other than contingent obligations for indemnification, expense\nreimbursement or yield protection as to which no claim has been made)\nand so long as any of the Revolving Commitments have not expired or\nterminated. The provisions of Sections 2.12, 2.13, 2.14, 2.15(d),\n2.15(e), 9.03, 9.04, 9.17, 9.20, 9.21 and Article VIII shall survive and\nremain in full force and effect regardless of the resignation and/or\nreplacement of the Administrative Agent, any assignment of rights by, or\nthe replacement of, a Lender, the consummation of the transactions\ncontemplated hereby, the repayment of the Loans and the expiration or\ntermination of the Revolving Commitments, the expiration of any Letter\nof Credit or the termination of this Agreement or any provision hereof.\n\nSECTION 9.06.\u00a0\u00a0\u00a0\u00a0[Counterparts; Integration; Effectiveness; Electronic\nExecution]{.underline}.\n\n(a)This Agreement may be executed in counterparts (and by different\nparties hereto on different counterparts), each of which shall\nconstitute an original, but all of which when taken together shall\nconstitute a single contract. This Agreement and the other Loan\nDocuments constitute the entire contract among the parties relating to\nthe subject matter hereof and supersede any and all previous agreements\nand understandings, oral or written, relating to the subject matter\nhereof. Except as provided in Section 4.01, this Agreement shall become\neffective when it shall have been executed by the Administrative Agent\nand the Administrative Agent shall have"}, {"title": "airbnb.txt", "text": "received counterparts hereof\nthat, when taken together, bear the signatures of each of the other\nparties hereto, and thereafter shall be binding upon and inure to the\nbenefit of the parties hereto and their respective successors and\nassigns.\n\n(b)Delivery of an executed counterpart of a signature page of (x) this\nAgreement, (y) any other Loan Document and/or (z) any document,\namendment, approval, consent, information, notice (including, for the\navoidance of doubt, any notice delivered pursuant to Section 9.01),\ncertificate, request, statement, disclosure or authorization related to\nthis Agreement, any other Loan Document and/or the transactions\ncontemplated hereby and/or thereby (each an \"[Ancillary\nDocument]{.underline}\" that is an Electronic\n\n ------- -- --\n \n -124- \n ------- -- --\n\nSignature transmitted by telecopy, emailed pdf. or any other electronic\nmeans that reproduces an image of an actual executed signature page\nshall be effective as delivery of a manually executed counterpart of\nthis Agreement, such other Loan Document or such Ancillary Document, as\napplicable. The words \"xecution\" \"igned\" \"ignature\" \"elivery\" and words\nof like import in or relating tothis Agreement, any other Loan Document\nand/or any Ancillary Document shall be deemed to include Electronic\nSignatures, deliveries or the keeping of records in any electronic form\n(including deliveries by telecopy, emailed pdf. or any other electronic\nmeans that reproduces an image of an actual executed signature page),\neach of which shall be of the same legal effect, validity or\nenforceability as a manually executed signature, physical delivery\nthereof or the use of a paper-based recordkeeping system, as the case\nmay be; *provided* that nothing herein shall require the Administrative\nAgent to accept Electronic Signatures in any form or format without its\nprior written consent and pursuant to procedures approved by it;\n*provided*, *further*, without limiting the foregoing, (i) to the extent\nthe Administrative Agent has agreed to accept any Electronic Signature,\nthe Administrative Agent and each of the Lenders shall be entitled to\nrely on such Electronic Signature purportedly given by or on behalf of\nthe Borrower or any other Loan Party without further verification\nthereof and without any obligation to review the appearance or form of\nany such Electronic signature and (ii) upon the"}, {"title": "airbnb.txt", "text": "request of the\nAdministrative Agent or any Lender, any Electronic Signature shall be\npromptly followed by a manually executed counterpart. Without limiting\nthe generality of the foregoing, each Borrower and each Loan Party\nhereby (A) agrees that, for all purposes, including without limitation,\nin connection with any workout, restructuring, enforcement of remedies,\nbankruptcy proceedings or litigation among the Administrative Agent, the\nLenders, the Borrower and the Loan Parties, Electronic Signatures\ntransmitted by telecopy, emailed pdf. or any other electronic means that\nreproduces an image of an actual executed signature page and/or any\nelectronic images of this Agreement, any other Loan Document and/or any\nAncillary Document shall have the same legal effect, validity and\nenforceability as any paper original, (B) the Administrative Agent and\neach of the Lenders may, at its option, create one or more copies of\nthis Agreement, any other Loan Document and/or any Ancillary Document in\nthe form of an imaged electronic record in any format, which shall be\ndeemed created in the ordinary course of such Person' business, and\ndestroy the original paper document (and all such electronic records\nshall be considered an original for all purposes and shall have the same\nlegal effect, validity and enforceability as a paper record), (C) waives\nany argument, defense or right to contest the legal effect, validity or\nenforceability of this Agreement, any other Loan Document and/or any\nAncillary Document based solely on the lack of paper original copies of\nthis Agreement, such other Loan Document and/or such Ancillary Document,\nrespectively, including with respect to any signature pages thereto and\n(D) waives any claim against any Lender-Related Person for any\nLiabilities arising solely from the Administrative Agent' and/or any\nLender' reliance on or use of Electronic Signatures and/or transmissions\nby telecopy, emailed pdf. or any other electronic means that reproduces\nan image of an actual executed signature page, including any Liabilities\narising as a result of the failure of the Borrower and/or any Loan Party\nto use any available security measures in connection with the execution,\ndelivery or transmission of any Electronic Signature, except to the\nextent that such claim or Liabilities are determined by a court of\ncompetent jurisdiction by final and nonappealable judgment"}, {"title": "airbnb.txt", "text": "to have\nresulted from the gross negligence, bad faith or willful misconduct of\nthe Administrative Agent and/or such Lender.\n\nSECTION 9.07.\u00a0\u00a0\u00a0\u00a0[Severability]{.underline}. Any provision of this\nAgreement held to be invalid, illegal or unenforceable in any\njurisdiction shall, as to such jurisdiction, be ineffective to the\nextent of such invalidity, illegality or unenforceability without\naffecting the validity, legality and enforceability of the remaining\nprovisions hereof; and the invalidity of a particular provision in a\nparticular jurisdiction shall not invalidate such provision in any other\njurisdiction.\n\nSECTION 9.08.\u00a0\u00a0\u00a0\u00a0[Right of Setoff]{.underline}. If an Event of Default\nshall have occurred and be continuing, each Lender and each of its\nAffiliates is hereby authorized at any time and from time to time, to\nthe fullest extent permitted by applicable law, to set off and apply any\nand all deposits (general or\n\n ------- -- --\n \n -125- \n ------- -- --\n\nspecial, time or demand, provisional or final, in whatever currency) or\nother amounts at any time held and other obligations (in whatever\ncurrency) at any time owing by such Lender or by such Affiliate to or\nfor thecredit or the account of the Borrower against any of and all the\nobligations then due of the Borrower now or hereafter existing under\nthis Agreement held by such Lender, irrespective of whether or not such\nLender shall have made any demand under this Agreement and although such\nobligations of the Borrower are owed to a branch, office or Affiliate of\nsuch Lender different from the branch, office or Affiliate holding such\ndeposit or obligated on such indebtedness; [provided]{.underline} that,\nin the event that any Defaulting Lender shall exercise any such right of\nsetoff, (x) all amounts so set off shall be paid over immediately to the\nAdministrative Agent for further application in accordance with the\nprovisions of Section 2.17 and, pending such payment, shall be\nsegregated by such Defaulting Lender from its other funds and deemed\nheld in trust for the benefit of the Administrative Agent and the\nLenders and (y) the Defaulting Lender shall provide promptly to the\nAdministrative Agent a statement describing in reasonable detail the\nObligations owing to such Defaulting Lender as to which it exercised\nsuch right of setoff. The rights of each Lender and each Affiliate of\nany Lender unde"}, {"title": "airbnb.txt", "text": "r this Section are in addition to other rights and\nremedies (including other rights of setoff) that such Lender or\nAffiliate may have. Each Lender agrees to notify the Borrower and the\nAdministrative Agent promptly after any such setoff and application;\n[provided]{.underline} that the failure to give notice shall not affect\nthe validity of such setoff and application.\n\nSECTION 9.09.\u00a0\u00a0\u00a0\u00a0[Governing Law; Jurisdiction; Consent to Service of\nProcess]{.underline}.\n\n(a)This Agreement shall be governed by, and construed in accordance\nwith, the law of the State of New York.\n\n(b)Each party hereto hereby irrevocably and unconditionally submits, for\nitself and its property, to the jurisdiction of the United States\nDistrict Court of the Southern District of New York sitting in New York\nCounty (or if such court lacks subject matter jurisdiction, the Supreme\nCourt of the State of New York sitting in New York County), and any\nappellate court from any thereof, in any suit, action or proceeding\narising out of or relating to this Agreement or any other Loan Document,\nor for recognition or enforcement of any judgment, and the Borrower\nhereby irrevocably and unconditionally agrees that all claims arising\nout of or relating to this Agreement or any other Loan Document brought\nby it or any of its Affiliates shall be brought, and shall be heard and\ndetermined, exclusively in such United States District Court or, if that\ncourt does not have subject matter jurisdiction, such Supreme Court.\nEach party hereto agrees that a final judgment in any such suit, action\nor proceeding shall be conclusive and may be enforced in other\njurisdictions by suit on the judgment or in any other manner provided by\nlaw. Nothing in this Agreement shall affect any right that the\nAdministrative Agent or any Lender may otherwise have to bring any suit,\naction or proceeding relating to this Agreement or any other Loan\nDocument against the Borrower or any of its properties in the courts of\nany jurisdiction.\n\n(c)Each party to this Agreement hereby irrevocably and unconditionally\nwaives, to the fullest extent permitted by law, any objection that it\nmay now or hereafter have to the laying of venue of any suit, action or\nproceeding arising out of or relating to this Agreement or any other\nLoan Document in any court referred to in paragraph (b) of this Section.\nEach of the parties hereto hereby irrevocably waives, t"}, {"title": "airbnb.txt", "text": "o the fullest\nextent permitted by law, the defense of an inconvenient forum to the\nmaintenance of such suit, action or proceeding in any such court.\n\n(d)Each party to this Agreement irrevocably consents to service of\nprocess in the manner provided for notices in Section 9.01. Nothing in\nthis Agreement or any other Loan Document will affect the right of any\nparty to this Agreement to serve process in any other manner permitted\nby law.\n\n(e)\\[reserved\\].\n\n ------- -- --\n \n -126- \n ------- -- --\n\n(f)In the event the Borrower or any of their respective assets has or\nhereafter acquires, in any jurisdiction in which judicial proceedings\nmay at any time be commenced with respect to this Agreement or any other\nLoan Document, any immunity from jurisdiction, legal proceedings,\nattachment (whether before or after judgment), execution, judgment or\nsetoff, the Borrower hereby irrevocably agrees not to claim and hereby\nirrevocably and unconditionally waives such immunity.\n\nSECTION 9.10.\u00a0\u00a0\u00a0\u00a0[WAIVER OF JURY TRIAL]{.underline}. EACH PARTY HERETO\nHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE\nLAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROC"}, {"title": "airbnb.txt", "text": "EEDING\nDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY\nOTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY\n(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO\n(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER\nPARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY\nWOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING\nWAIVER AND\n\n\\(B\\) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN\nINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL\nWAIVERS AND CERTIFICATIONS IN THIS SECTION.\n\nSECTION 9.11.\u00a0\u00a0\u00a0\u00a0[Headings]{.underline}. Article and Section headings\nand the Table of Contents used herein are for convenience of reference\nonly, are not part of this Agreement and shall not affect the\nconstruction of, or be taken into consideration in interpreting, this\nAgreement.\n\nSECTION 9.12.\u00a0\u00a0\u00a0\u00a0[Confidentiality]{.underline}. Each of the\nAdministrative Agent, the Arrangers, the Issuing Banks, the Swingline\nLender and the Lenders agrees to maintain the confidentiality of, and\nnot disclose, the Information (as defined below), except that\nInformation may be disclose"}, {"title": "airbnb.txt", "text": "d (a) to its Related Parties, including\naccountants, legal counsel and other agents and advisors, it being\nunderstood that the Persons to whom such disclosure is made either are\ninformed of the confidential nature of such Information and instructed\nto keep such Information confidential or are subject to customary\nconfidentiality obligations of employment or professional practice,\n[provided]{.underline} that the disclosing Person shall be responsible\nfor such Person' compliance with keeping the Information confidential in\naccordance with this Section, (b) to the extent required or requested by\nany Governmental Authority purporting to have jurisdiction over such\nPerson or its Related Parties (including any self-regulatory authority)\n(in which case such Person agrees to inform the Borrower promptly\nthereof prior to such disclosure to the extent practicable and not\nprohibited by applicable law (except with respect to any audit or\nexamination conducted by bank accountants or any Governmental Authority\nexercising examination or regulatory authority)), (c) to the extent\nrequired by applicable law or by any subpoena or similar legal process\n(in which case such Person agrees to inform the Borrower promptly\nthereof prior to such disclosure to the extent practicable and not\nprohibited by applicable law), (d) to any other party to this Agreement,\n(e) in connection with the exercise of any remedies under this Agreement\nor any other Loan Document or any suit, action or proceeding relating to\nthis Agreement or any other Loan Document, the enforcement of rights\nhereunder or thereunder or any Transactions, (f) subject to an agreement\ncontaining confidentiality undertakings substantially similar to those\nof this Section (which shall be deemed to include those required to be\nmade in order to obtain access to information posted on IntraLinks,\nSyndTrak or any other Platform), to (i) any assignee of or Participant\nin (or its Related Parties), or any prospective assignee of or\nParticipant in (or its Related Parties), any of its rights or\nobligations under this Agreement,\n\n\\(ii\\) any actual or prospective counterparty (or its Related Parties)\nto any swap or derivative transaction relating to the Borrower or any\nSubsidiary and their respective obligations or (iii) any actual or\nprospective credit insurance brokers or providers for any credit\ninsurance products relating to the Borrow"}, {"title": "airbnb.txt", "text": "er' obligations under this\nAgreement or the other Loan Documents, (g) on a confidential basis to\n\n\\(i\\) any rating agency in connection with rating the Borrower or its\nSubsidiaries or the credit facilities\n\n ------- -- --\n \n -127- \n ------- -- --\n\nprovided for herein or (ii) the CUSIP Service Bureau or any similar\nagency in connection with the issuance and monitoring of CUSIP numbers\nwith respect to the credit facilities provided for herein, (h) with the\nprior written consent of the Borrower, (i) to market data collectors,\nsimilar service providers to the lending industry and service providers\nto the Administrative Agent and the Lenders in connection with the\nadministration and management of this Agreement or any other Loan\nDocuments; [provided]{.underline} that such information is limited to\nthe information about this Agreement and the other Loan Documents, (j)\nto the extent such Information (i) becomes publicly available other than\nas a result of a breach of this Section or other obligations owed to the\nBorrower and their Subsidiaries, (ii) becomes available to the\nAdministrative Agent, any Lender or any Affiliate of any of the\nforegoing on a nonconfidential basis from a source other than the\nBorrower or any Subsidiary that is not known by the Administrative\nAgent, Lender or Affiliate to be prohibited from disclosing such\nInformation to such Person by a legal, contractual, or fiduciary\nobligation owed to the Borrower or any of its Subsidiaries or (iii) is\nindependently developed by the Administrative Agent, any Lender or any\nAffiliate of the foregoing, or\n\n\\(k\\) to any credit insurance provider relating to the Borrower and its\nObligations. For purposes of this Section,\n\"[Information]{.underline}\"means all information received from the\nBorrower or any Subsidiary relating to the Borrower or any Subsidiary or\nits businesses, other than any such information that is available to the\nAdministrative Agent, any Lender or any Affiliate of any of the\nforegoing on a nonconfidential basis prior to disclosure by the Borrower\nor any Subsidiary. It is agreed that, notwithstanding the restrictions\nof any prior confidentiality agreement binding on the Administrative\nAgent or the Arrangers, such Persons may disclose Information as\nprovided in this Section.\n\nSECTION 9.13.\u00a0\u00a0\u00a0\u00a0[Interest Rate Limitation]{.underline}. Notwithstanding\nanything herein to the co"}, {"title": "airbnb.txt", "text": "ntrary, if at any time the interest rate\napplicable to any Loan, together with all fees, charges and other\namounts that are treated as interest on such Loan under applicable law\n(collectively the \"[Charges]{.underline}\", shall exceed the maximum\nlawful rate (the \"[Maximum Rate]{.underline}\" that may be contracted\nfor, charged, taken, received or reserved by the Lender holding such\nLoan in accordance with applicable law, the rate of interest payable in\nrespect of such Loan hereunder, together with all Charges payable in\nrespect thereof, shall be limited to the Maximum Rate and, to the extent\nlawful, the interest and Charges that would have been payable in respect\nof such Loan but were not payable as a result of the operation of this\nSection shall be cumulated and the interest and Charges payable to such\nLender in respect of other Loans or periods shall be increased (but not\nabove the Maximum Rate therefor) until such cumulated amount, together\nwith interest thereon at the Federal Funds Effective Rate to the date of\nrepayment, shall have been received by such Lender.\n\nSECTION 9.14.\u00a0\u00a0\u00a0\u00a0[USA PATRIOT Act Notice]{.underline}. Each Lender and\nthe Administrative Agent (for itself and not on behalf of any Lender)\nhereby notifies the Borrower and the Guarantors that pursuant to the\nrequirements of the USA PATRIOT Act and the Beneficial Ownership\nRegulation it is required to obtain, verify and record information that\nidentifies the Borrower and the Guarantors, which information includes\nthe name and address of the Borrower and the Guarantors and other\ninformation that will allow such Lender or the Administrative Agent, as\napplicable, to identify the Borrower and the Guarantors in accordance\nwith the USA PATRIOT Act and the Beneficial Ownership Regulation.\n\nSECTION 9.15.\u00a0\u00a0\u00a0\u00a0[No Fiduciary Relationship]{.underline}. The Borrower,\non behalf of itself and the Subsidiaries, agrees that in connection with\nall aspects of the transactions contemplated hereby and any\ncommunications in connection therewith, the Borrower, the Subsidiaries\nand their Affiliates, on the one hand, and the Administrative Agent, the\nLenders and their Affiliates, on the other hand, will have a business\nrelationship that does not create, by implication or otherwise, any\nfiduciary duty on the part of the Administrative Agent, the Lenders or\ntheir Affiliates, and no such duty will be deemed to have arisen i"}, {"title": "airbnb.txt", "text": "n\nconnection with any such transactions or communications. The\nAdministrative Agent, the Arrangers, the Lenders and their Affiliates\nmay be engaged, for their own accounts or the accounts of customers, in\na broad range of transactions that involve interests that differ from\nthose of the Borrower and its Affiliates,\n\n ------- -- --\n \n -128- \n ------- -- --\n\nand none of the Administrative Agent, the Arrangers, the Lenders or\ntheir Affiliates has any obligation to disclose any of such interests to\nthe Borrower or any of its Affiliates. To the fullest extent permitted\nby law, the Borrower hereby waives and releases any claims that it or\nany of its Affiliates may have against the Administrative Agent, the\nArrangers, the Lenders or their Affiliates with respect to any breach or\nalleged breach of agency or fiduciary duty in connection with any aspect\nof any transaction contemplated hereby.\n\nSECTION 9.16.\u00a0\u00a0\u00a0\u00a0[Non-Public Information]{.underline}.\n\n(a)Each Lender acknowledges that all information, including requests for\nwaivers and amendments, furnished by the Borrower or the Administrative\nAgent pursuant to or in connection with, or in the course of\nadministering, this Agreement will be syndicate-level information, which\nmay contain MNPI. Each Lender represents to the Borrower and the\nAdministrative Agent that (i) it has developed compliance procedures\nregarding the use of MNPI and that it will handle MNPI in accordance\nwith such procedures and applicable law, including Federal, state and\nforeign securities laws, and (ii) it has identified in its\nAdministrative Questionnaire a credit contact who may receive\ninformation that may contain MNPI in accordance with its compliance\nprocedures and applicable law, including United States (Federal or\nstate) and foreign securities laws.\n\n(b)The Borrower and each Lender acknowledges that, if information\nfurnished by or on behalf of the Borrower pursuant to or in connection\nwith this Agreement is being distributed by the Administrative Agent\nthrough the Platform, (i) the Administrative Agent may post any\ninformation that the Borrower has indicated as containing MNPI solely on\nthat portion of the Platform designated for Private Side Lender\nRepresentatives and (ii) if the Borrower has not indicated whether any\ninformation furnished by it pursuant to or in connection with this\nAgreement contains MNPI, the Administ"}, {"title": "airbnb.txt", "text": "rative Agent reserves the right to\npost such information solely on that portion of the Platform designated\nfor Private Side Lender Representatives. The Borrower agrees to clearly\ndesignate all information provided to the Administrative Agent by or on\nbehalf of the Borrower that is suitable to be made available to Public\nSide Lender Representatives, and the Administrative Agent shall be\nentitled to rely on any such designation by the Borrower without\nliability or responsibility for the independent verification thereof.\n\n(c)If the Borrower does not file this Agreement with the SEC, then the\nBorrower hereby authorizes the Administrative Agent to distribute the\nexecution version of this Agreement and the Loan Documents to all\nLenders, including their Public Side Lender Representatives. The\nBorrower acknowledges its understanding that Lenders, including their\nPublic Side Lender Representatives, may be trading in securities of the\nBorrower and its Affiliates while in possession of the Loan Documents.\n\n(d)The Borrower represents and warrants that none of the information\ncontained in the Loan Documents constitutes or contains MNPI. To the\nextent that any of the executed Loan Documents at any time constitutes\nMNPI, the Borrower agrees that it will promptly make such information\npublicly available by press release or public filing with the SEC.\n\nSECTION 9.17.\u00a0\u00a0\u00a0\u00a0[Erroneous Payments]{.underline}.\n\n(a)If the Administrative Agent (x) notifies a Lender, Issuing Bank, or\nany Person who has received funds on behalf of a Lender or Issuing Bank\n(any such Lender, Issuing Bank or other recipient (and each of their\nrespective successors and assigns), a \"[Payment Recipient]{.underline}\"\nthat the Administrative Agent has determined in its sole discretion\n(whether or not after receipt of any notice under immediately succeeding\nclause (b)) that any funds (as set forth in such notice from the\nAdministrative Agent) received by such Payment Recipient from the\nAdministrative Agent or any of its Affiliates were erroneously or\nmistakenly transmitted to, or otherwise erroneously or mistakenly\nreceived\n\n ------- -- --\n \n -129- \n ------- -- --\n\nby, such Payment Recipient (whether or not known to such Lender, Issuing\nBank or other Payment Recipient on its behalf) (any such funds, whether\ntransmitted or received as a payment, prepayment or repayment of\nprincipal, interest,"}, {"title": "airbnb.txt", "text": "fees, distribution or otherwise, individually and\ncollectively, an \"[Erroneous Payment]{.underline}\" and (y) demands in\nwriting the return of such Erroneous Payment (or a portion thereof),\nsuch Erroneous Payment shall at all times remain the property of the\nAdministrative Agent pending its return or repayment as contemplated\nbelow in this Section 9.17 and held in trust for the benefit of the\nAdministrative Agent, and such Lender or Issuing Bank shall (or, with\nrespect to any Payment Recipient who received such funds on its behalf,\nshall cause such Payment Recipient to) promptly, but in no event later\nthan two Business Days thereafter (or such later date as the\nAdministrative Agent may, in its sole discretion, specify in writing),\nreturn to the Administrative Agent the amount of any such Erroneous\nPayment (or portion thereof) as to which such a demand was made, in same\nday funds (in the currency so received), together with interest thereon\n(except to the extent waived in writing by the Administrative Agent) in\nrespect of each day from and including the date such Erroneous Payment\n(or portion thereof) was received by such Payment Recipient to the date\nsuch amount is repaid to the Administrative Agent in same day funds at\nthe greater of the Federal Funds Effective Rate and a rate determined by\nthe Administrative Agent in accordance with banking industry rules on\ninterbank compensation from time to time in effect. A notice of the\nAdministrative Agent to any Payment Recipient under this clause (a)\nshall be conclusive, absent manifest error.\n\na.Without limiting immediately preceding clause (a), each Lender,\nIssuing Bank or any Person who has received funds on behalf of a Lender\nor Issuing Bank (and each of their respective successors and assigns),\nagrees that if it receives a payment, prepayment or repayment (whether\nreceived as a payment, prepayment or repayment of principal, interest,\nfees, distribution or otherwise) from the Administrative Agent (or any\nof its Affiliates) (x) that is in a different amount than, or on a\ndifferent date from, that specified in this Agreement or in a notice of\npayment, prepayment or repayment sent by the Administrative Agent (or\nany of its Affiliates) with respect to such payment, prepayment or\nrepayment,\n\n\\(y\\) that was not preceded or accompanied by a notice of payment,\nprepayment or repayment sent by the Administrative Agent (or"}, {"title": "airbnb.txt", "text": "any of its\nAffiliates), or (z) that such Lender, Issuing Bank or other such\nrecipient, otherwise becomes aware was transmitted, or received, in\nerror or by mistake (in whole or in part), then in each such case:\n\n(i)it acknowledges and agrees that (A) in the case of immediately\npreceding clauses (x) or (y), an error and mistake shall be presumed to\nhave been made (absent written confirmation from the Administrative\nAgent to the contrary) or (B) an error and mistake has been made (in the\ncase of immediately preceding clause (z)), in each case, with respect to\nsuch payment, prepayment or repayment; and\n\n(ii)such Lender or Issuing Bank shall use commercially reasonable\nefforts to (and shall use commercially reasonable efforts to cause any\nother recipient that receives funds on its respective behalf to)\npromptly (and, in all events, within one Business Day of its knowledge\nof the occurrence of any of the circumstances described in immediately\npreceding clauses (x), (y) and (z)) notify the Administrative Agent of\nits receipt of such payment, prepayment or repayment, the details\nthereof (in reasonable detail) and that it is so notifying the\nAdministrative Agent pursuant to this Section 9.17(b).\n\nFor the avoidance of doubt, the failure to deliver a notice to the\nAdministrative Agent pursuant to this Section 9.17(b) shall not have any\neffect on a Payment Recipient' obligations pursuant to Section 9.17(a)\nor on whether or not an Erroneous Payment has been made.\n\nb.Each Lender or Issuing Bank hereby authorizes the Administrative Agent\nto set off, net and apply any and all amounts at any time owing to such\nLender or Issuing Bank under any Loan Document by the Administrative\nAgent to such Lender or Issuing Bank under any Loan Document with\n\n ------- -- --\n \n -130- \n ------- -- --\n\nrespect to any payment of principal, interest, fees or other amounts,\nagainst any amount that the Administrative Agent has demanded to be\nreturned under clause (a).\n\na.The parties hereto agree that (x) irrespective of whether the\nAdministrative Agent may be equitably subrogated, in the event that an\nErroneous Payment (or portion thereof) is not recovered from any Payment\nRecipient that has received such Erroneous Payment (or portion thereof)\nfor any reason, the Administrative Agent shall be subrogated to all the\nrights and interests of such Payment Recipient (and, in the ca"}, {"title": "airbnb.txt", "text": "se of any\nPayment Recipient who has received funds on behalf of a Lender or\nIssuing Bank, to the rights and interests of such Lender or Issuing\nBank, as the case may be) under the Loan Documents with respect to such\namount (the \"[Erroneous Payment Subrogation Rights]{.underline}\" and (y)\nan Erroneous Payment shall not pay, prepay, repay, discharge or\notherwise satisfy any Obligations owed by the Borrower;\n[provided]{.underline} that this Section 9.17 shall not be interpreted\nto increase (or accelerate the due date for), or have the effect of\nincreasing (or accelerating the due date for), the Obligations of the\nBorrower relative to the amount (and/or timing for payment) of the\nObligations that would have been payable had such Erroneous Payment not\nbeen made by the Administrative Agent; [provided]{.underline},\n[further]{.underline}, that for the avoidance of doubt, immediately\npreceding clauses (x) and (y) shall not apply to the extent any such\nErroneous Payment is, and solely with respect to the amount of such\nErroneous Payment that is, comprised of funds received by the\nAdministrative Agent from, or on behalf of (including through the\nexercise of remedies under any Loan Document),the Borrower for the\npurpose of a payment on the Obligations.\n\nb.To the extent permitted by Applicable Law, no Payment Recipient shall\nassert any right or claim to an Erroneous Payment, and hereby waives,\nand is deemed to waive, any claim, counterclaim, defense or right of\nset-off or recoupment with respect to any demand, claim or counterclaim\nby the Administrative Agent for the return of any Erroneous Payment\nreceived, including, without limitation, any defense based on \"ischarge\nfor value\"or any similar doctrine.\n\nc.Notwithstanding anything to the contrary herein or in any other Loan\nDocument, none of the Borrower, any Guarantor or any of their Affiliates\nshall have any obligations or liabilities directly or indirectly arising\nout of this Section 9.17 in respect of any Erroneous Payment (provided\nthat the foregoing shall in no way limit the obligation of the Borrower\nto repay the Obligations in accordance with the terms of this\nAgreement).\n\nEach party' obligations, agreements and waivers under this Section 9.17\nshall survive the resignation or replacement of the Administrative\nAgent, any transfer of rights or obligations by, or the replacement of,\na Lender or Issuing Bank, the te"}, {"title": "airbnb.txt", "text": "rmination of the Commitments and/or the\nrepayment, satisfaction or discharge of all Obligations (or any portion\nthereof) under any Loan Document.\n\nSECTION 9.18.\u00a0\u00a0\u00a0\u00a0[Acknowledgement and Consent to Bail-In of Affected\nFinancial Institutions]{.underline}. Notwithstanding anything to the\ncontrary in any Loan Document or in any other agreement, arrangement or\nunderstanding among any such parties, each party hereto acknowledges\nthat any liability of any Affected Financial Institution arising under\nany Loan Document may be subject to the Write-Down and Conversion Powers\nof the applicable Resolution Authority and agrees and consents to, and\nacknowledges and agrees to be bound by:\n\n(a)the application of any Write-Down and Conversion Powers by the\napplicable Resolution Authority to any such liabilities arising\nhereunder which may be payable to it by any party hereto that is an\nAffected Financial Institution; and\n\n ------- -- --\n \n -131- \n ------- -- --\n\n(b)the effects of any Bail-In Action on any such liability, including,\nif applicable:\n\n(i)a reduction in full or in part or cancellation of any such liability;\n\n(ii)a conversion of all, or a portion of, such liability intoshares or\nother instruments of ownership in such Affected Financial Institution,\nits parent entity, or a bridge institution that may be issued to it or\notherwise conferred on it, and that such shares or other instruments of\nownership will be accepted by it in lieu of any rights with respect to\nany such liability under this Agreement or any other Loan Document; or\n\n(iii)the variation of the terms of such liability in connection with the\nexercise of the Write-Down and Conversion Powers of the applicable\nResolution Authority.\n\nSECTION 9.19.\u00a0\u00a0\u00a0\u00a0[Acknowledgement Regarding Any Supported\nQFCs]{.underline}. To the extent that the Loan Documents provide\nsupport, through a guarantee or otherwise, for Swap Contracts or any\nother agreement or instrument that is a QFC (such support, \"[QFC Credit\nSupport]{.underline}\"and each such QFC a \"[Supported QFC]{.underline}\",\nthe parties acknowledge and agree as follows with respect to the\nresolution power of the Federal Deposit Insurance Corporation under the\nFederal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street\nReform and Consumer Protection Act (together with the regulations\npromulgated thereunder, the \"[U.S. Special Resolution\nReg"}, {"title": "airbnb.txt", "text": "imes]{.underline}\" in respect of such Supported QFC and QFC Credit\nSupport (with the provisions below applicable notwithstanding that the\nLoan Documents and any Supported QFC may in fact be stated to be\ngoverned by the laws of the State of New York or of the United States or\nany other state of the United States):\n\n(a)In the event a Covered Entity that is party to a Supported QFC (each,\na \"[Covered Party]{.underline}\" becomes subject to a proceeding under a\nU.S. Special Resolution Regime, the transfer of such Supported QFC and\nthe benefit of such QFC Credit Support (and any interest and obligation\nin or under such Supported QFC and such QFC Credit Support, and any\nrights in property securing such Supported QFC or such QFC Credit\nSupport) from such Covered Party will be effective to the same extent as\nthe transfer would be effective under the U.S. Special Resolution Regime\nif the Supported QFC and such QFC Credit Support (and any such interest,\nobligation and rights in property) were governed by the laws of the\nUnited States or a state of the United States. In the event a Covered\nParty or a BHC Act Affiliate of a Covered Party becomes subject to a\nproceeding under a U.S. Special Reso"}, {"title": "airbnb.txt", "text": "lution Regime, Default Rights under\nthe Loan Documents that might otherwise apply to such Supported QFC or\nany QFC Credit Support that may be exercised against such Covered Party\nare permitted to be exercised to no greater extent than such Default\nRights could be exercised under the U.S. Special Resolution Regime if\nthe Supported QFC and the Loan Documents were governed by the laws of\nthe United States or a state of the United States.\n\n(b)As used in this Section 9.19, the following terms have the following\nmeanings:\n\n\"[BHC Act Affiliate]{.underline}\"of a party means an \"ffiliate\"(as such\nterm is defined under, and interpreted in accordance with, 12 U.S.C.\n1841(k)) of such party.\n\n\"[Covered Entity]{.underline}\"means any of the following:\n\n(i)a \"overed entity\"as that term is defined in, and interpreted in\naccordance with, 12 C.F.R. \u00a7252.82(b)\n\n(ii)a \"overed bank\"as that term is defined in, and interpreted in\naccordance with, 12 C.F.R. \u00a747.3(b); or\n\n ------- -- --\n \n -132- \n ------- -- --\n\ni.a \"overed FSI\"as that term is defined in, and interpreted in\naccordance with, 12 C.F.R. \u00a7382.2(b).\n\n\"[Default Right]{.underline}\"has the meaning assigned to that term in,\nand s"}, {"title": "airbnb.txt", "text": "hall be interpreted in accordance with, 12 C.F.R. \u00a7\u00a7252.81, 47.2 or\n382.1, as applicable.\n\n\"[QFC]{.underline}\"has the meaning assigned to the term \"ualified\nfinancial contract\"in, and shall be interpreted in accordance with, 12\nU.S.C. 5390(c)(8)(D).\n\nSECTION 9.20.\u00a0\u00a0\u00a0\u00a0[Payments Set Aside]{.underline}. To the extent that\nany payment by or on behalf of the Borrower is made to the\nAdministrative Agent, any Issuing Bank or any Lender, or the\nAdministrative Agent, any Issuing Bank or any Lender exercises its right\nof setoff, and such payment or the proceeds of such setoff or any part\nthereof is subsequently invalidated, declared to be fraudulent or\npreferential, set aside or required (including pursuant to any\nsettlement entered into by the Administrative Agent, such Issuing Bank\nor such Lender in its discretion) to be repaid to a trustee, receiver or\nany other party, in connection with any proceeding under any Debtor\nRelief Law or otherwise, then (a) to the extent of such recovery, the\nobligation or part thereof originally intended to be satisfied shall be\nrevived and continued in full force and effect as if such payment had\nnot been made or such setoff had not occurred, and (b) each Lender and\neach Issuing Bank severally agrees to pay to the Administrative Agent\nupon demand its applicable share (without duplication) of any amount so\nrecovered from or repaid by the Administrative Agent, plus interest\nthereon from the date of such demand to the date such payment is made at\na rate per annum equal to the Federal Funds Effective Rate from time to\ntime in effect.\n\nSECTION 9.21.\u00a0\u00a0\u00a0\u00a0[Judgment Currency]{.underline}.\n\n(a)If, for the purpose of obtaining judgment in any court, it is\nnecessary to convert a sum owing hereunder in dollars into another\ncurrency, each party hereto agrees, to the fullest extent that it may\neffectively do so, that the rate of exchange used shall be that at which\nin accordance with normal banking procedures in the relevant\njurisdiction dollars could be purchased with such other currency on the\nBusiness Day immediately preceding the day on which final judgment is\ngiven.\n\n(b)The obligations of each party hereto in respect of any sum due to any\nother party hereto or any holder of the obligations owing hereunder (the\n\"[Applicable Creditor]{.underline}\" shall, notwithstanding any judgment\nin a currency (the \"[Judgment Currency]{.underline}\" other than"}, {"title": "airbnb.txt", "text": "dollars,\nbe discharged only to the extent that, on the Business Day following\nreceipt by the Applicable Creditor of any sum adjudged to be so due in\nthe Judgment Currency, the Applicable Creditor may in accordance with\nnormal banking procedures in the relevant jurisdiction purchase dollars\nwith the Judgment Currency; if the amount of dollars so purchased is\nless than the sum originally due to the Applicable Creditor in dollars,\nsuch party agrees, as a separate obligation and notwithstanding any such\njudgment, to indemnify the Applicable Creditor against such deficiency.\nThe obligations of the parties contained in this Section shall survive\nthe termination of this Agreement and the payment of all other amounts\nowing hereunder.\n\nARTICLE X\n\n[Guarantees]{.underline}\n\nSECTION 10.01. [The Guarantees]{.underline}. To induce the Lenders to\nprovide the Loans and Letters of Credit described herein and in\nconsideration of benefits expected to accrue to the Borrower by reason\nof the Revolving Commitments and the Loans and Letters of Credit and for\nother good and valuable\n\n ------- -- --\n \n -133- \n ------- -- --\n\nconsideration, receipt of which is hereby acknowledged, each Guarantor\nparty hereto (including any Subsidiary executing an Additional Guarantor\nSupplement in substantially the form attached hereto as [Exhibit\nF]{.underline} (an \"[Additional Guarantor Supplement]{.underline}\" or\nsuch other form reasonably acceptable to the Administrative Agent and\nthe Borrower) hereby unconditionally and irrevocably guarantees jointly\nand severally to the Administrative Agent, for the ratable benefit of\nthe Administrative Agent, the Lenders and the Issuing Banks, the due and\npunctual payment of all present and future Obligations of the Borrower,\nin each case as and when the same shall become due and payable, whether\nat stated maturity, by acceleration, or otherwise, according to the\nterms hereof or any other applicable Loan Document (including all\ninterest, costs, fees, and charges after the entry of an order for\nrelief against the Borrower or such other obligor in a case under the\nUnited States Bankruptcy Code or any similar proceeding, whether or not\nsuch interest, costs, fees and charges would be an allowed claim against\nthe Borrower or any such obligor in any such proceeding). In case of\nfailure by the Borrower punctually to pay any Obligations guaranteed"}, {"title": "airbnb.txt", "text": "hereby, each Guarantor of the Borrower' Obligations under this Section\n10.01 hereby unconditionally agrees to make such payment or to cause\nsuch payment to be made punctually as and when the same shall become due\nand payable, whether at stated maturity, by acceleration, or otherwise,\nand as if such payment were made by the Borrower.\n\nSECTION 10.02.\u00a0\u00a0\u00a0\u00a0[Guarantee Unconditional]{.underline}. The obligations\nof each Guarantor under this Article X shall be unconditional and\nabsolute and, without limiting the generality of the foregoing, shall\nnot be released, discharged, or otherwise affected by:\n\n(a)any extension, renewal, settlement, compromise, waiver, or release in\nrespect of any obligation of the Borrower or other obligor or of any\nother guarantor under this Agreement or any other Loan Document or by\noperation of law or otherwise;\n\n(b)any modification or amendment of or supplement to this Agreement or\nany other Loan Document;\n\n(c)any change in the corporate existence, structure, or ownership of, or\nany insolvency, bankruptcy, reorganization, or other similar proceeding\naffecting, the Borrower or other obligor, any other guarantor, or any of\ntheir respective assets, or any resulting release or discharge of any\nobligation of the Borrower or other obligor or of any other guarantor\ncontained in any Loan Document;\n\n(d)the existence of any claim, set-off, or other rights which the\nBorrower or other obligor or any other guarantor may have at any time\nagainst the Administrative Agent, any Lender or any other Person,\nwhether or not arising in connection herewith;\n\n(e)any failure to assert, or any assertion of, any claim or demand or\nany exercise of, or failure to exercise, any rights or remedies against\nthe Borrower or other obligor, any other guarantor, or any other Person\nor property such Person;\n\n(f)any application of any sums by whomsoever paid or howsoever realized\nto any obligation of the Borrower or other obligor, regardless of what\nobligations of the Borrower or other obligor remain unpaid;\n\n(g)any invalidity or unenforceability relating to or against the\nBorrower or other obligor or any other guarantor for any reason of this\nAgreement or of any other Loan Document or any provision of applicable\nlaw or regulation purporting to prohibit the payment by the Borrower or\nother obligor or any other guarantor of the principal of or interest on\nany Loan or any other"}, {"title": "airbnb.txt", "text": "amount payable under the Loan Documents; or\n\n ------- -- --\n \n -134- \n ------- -- --\n\na.any other act or omission to act or delay of any kind by the\nAdministrative Agent, any Lender or any other Person or any other\ncircumstance whatsoever (other than payment or performance of the\nObligations) that might, but for the provisions of this paragraph,\nconstitute a legal or equitable discharge of the obligations of any\nGuarantor under this Article X.\n\nEach Guaranty hereunder shall be a guaranty of payment and not of\ncollection. SECTION 10.03.\u00a0\u00a0\u00a0\u00a0[Discharge Only upon Payment in Full;\nReinstatement in Certain]{.underline}\n\n[Circumstances]{.underline}. Except as set forth in Section 5.10 or the\nfifteenth paragraph of Article VIII, each\n\nGuarantor' obligations under this Article X shall remain in full force\nand effect until the Termination Date. If at any time any payment of the\nprincipal of or interest on any Loan or any other amount payable by the\nBorrower or other obligor or any Guarantor under the Loan Documents is\nrescinded or must be otherwise restored or returned upon the insolvency,\nbankruptcy, or reorganization of the Borrower or other obligor or of any\nGuarantor, or otherwise, each Guarantor' obligations under this Article\nX with respect to such payment shall be reinstated at such time as\nthough such payment had become due but had not been made at such time.\n\nSECTION 10.04.\u00a0\u00a0\u00a0\u00a0[Subrogation]{.underline}. Each Guarantor agrees it\nwill not exercise any rights which it may acquire by way of subrogation\nby any payment made hereunder, or otherwise, until the Termination Date.\nIf any amount shall be paid to a Guarantor on account of such\nsubrogation rights at any time prior to the Termination Date, such\namount shall be held in trust for the benefit of the Administrative\nAgent and the Lenders and shall forthwith be paid to the Administrative\nAgent for the benefit of the Lenders or be credited and applied upon the\nObligations, whether matured or unmatured, in accordance with the terms\nof this Agreement.\n\nSECTION 10.05.\u00a0\u00a0\u00a0\u00a0[Waivers]{.underline}. Each Guarantor irrevocably\nwaives (to the extent permitted by applicable law) acceptance hereof,\npresentment, demand, protest, and any notice not provided for herein, as\nwell as any requirement that at any time any action be taken by the\nAdministrative Agent, any Lender or any other Person against the\nBorro"}, {"title": "airbnb.txt", "text": "wer or other obligor, another guarantor, or any other Person.\n\nSECTION 10.06.\u00a0\u00a0\u00a0\u00a0[Limit on Liability]{.underline}. The obligations of\neach Guarantor under this Article X shall be limited to an aggregate\namount equal to the largest amount that would not render such Guaranty\nsubject to avoidance under Section 548 of the United States Bankruptcy\nCode or any comparable provisions of applicable law.\n\nSECTION 10.07.\u00a0\u00a0\u00a0\u00a0[Stay of Acceleration]{.underline}. If acceleration of\nthe time for payment of any amount payable by the Borrower or other\nobligor under this Agreement or any other Loan Document is stayed upon\nthe insolvency, bankruptcy or reorganization of the Borrower or such\nobligor, all such amounts otherwise subject to acceleration under the\nterms of this Agreement or the other Loan Documents shall nonetheless be\npayable by the Guarantors hereunder forthwith on demand by the\nAdministrative Agent made at the request of the Required Lenders.\n\nSECTION 10.08.\u00a0\u00a0\u00a0\u00a0[Benefit to Guarantors]{.underline}. The Borrower and\nthe Guarantors are engaged in related businesses and integrated to such\nan extent that the financial strength and flexibility of the Borrower\nhas a direct impact on the succes"}, {"title": "airbnb.txt", "text": "s of each Guarantor. Each Guarantor\nwill derive substantial direct and indirect benefit from the extensions\nof credit hereunder.\n\nSECTION 10.09. [Guarantor Covenants]{.underline}. Each Guarantor shall\ntake such action as the Borrower is required by this Agreement to cause\nsuch Guarantor to take, and shall refrain from taking such action as the\nBorrower is required by this Agreement to prohibit such Guarantor from\ntaking.\n\n ------- -- --\n \n -135- \n ------- -- --\n\nSECTION 10.10.\u00a0\u00a0\u00a0\u00a0[Continuing Guarantee]{.underline}. Each Guarantor\nagrees that its guarantee hereunder is continuing in nature and applies\nto all of its Obligations, whether currently existing or hereafter\nincurred.\n\n\\[Signature pages follow\\]\n\n ------- -- --\n \n -136- \n ------- -- --\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed by their respective authorized officers as of the day and\nyear first above written.\n\nAIRBNB, INC., as the Borrower\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ David Stephenson\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame: David Stephenson\u00a0\u00a0\u00a0\u00a0\\\n\u00a0\u00a0\u00a0\u00a0itle: Chief Financial Officer\n\nHOTEL TONIGHT, LLC, as a Guarantor\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Garth Bossow\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame: Ga"}, {"title": "airbnb.txt", "text": "rth Bossow\\\n\u00a0\u00a0\u00a0\u00a0itle: Secretary of Airbnb, Inc., the sole member of Hotel Tonight,\nLLC\n\nAIRBNB GLOBAL HOLDINGS, INC., as a Guarantor\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Garth Bossow\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame: Garth Bossow\\\n\u00a0\u00a0\u00a0\u00a0itle: Secretary\n\n\\[Signature Page to Credit Agreement\\]\n\nAIRBNB PAYMENTS HOLDING LLC, as a Guarantor\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Garth Bossow\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame: Garth Bossow\\\n\u00a0\u00a0\u00a0\u00a0itle: Secretary of Airbnb, Inc., the sole member of Airbnb Payments\nHolding LLC\n\nAIRBNB PAYMENTS, INC., as a Guarantor\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Bart Rubin\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame: Bart Rubin\\\n\u00a0\u00a0\u00a0\u00a0itle: General Counsel\n\n\\[Signature Page to Credit Agreement\\]\n\nMORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Lisa Hanson\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0isa Hanson\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0ice President\n\nMORGAN STANLEY SENIOR FUNDING, INC., as\\\nan Issuing Bank and a Lender\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Alysha Salinger\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0lysha Salinger\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0ice President\n\n\\[Airbnb --Signature Page to Credit Agreement\\]\n\nBARCLAYS BANK PLC, as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Sean Duggan\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0ean Duggan\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0irector\n\n\\[Airbnb --redit Agreement\\]\n\nBank of America, N.A.,"}, {"title": "airbnb.txt", "text": "as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Injah Song\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0njah Song\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0irector\n\n\\[Signature Page to Credit Agreement\\]\n\nBANK OF THE WEST, as a Lender\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Scott Bruni\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0cott Bruni\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0irector\n\n\\[Signature Page to Credit Agreement\\]\n\nCITIBANK, N.A., as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Matthew Sutton\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0atthew Sutton\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0ice President\n\n\\[Signature Page to Credit Agreement\\]\n\nGOLDMAN SACHS BANK USA, as a Lender\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Rebecca Kratz\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0ebecca Kratz\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0uthorized Signatory\n\n\\[Signature Page to Credit Agreement\\]\n\nGOLDMAN SACHS LENDING PARTNERS LLC, as a Lender and \u00a0\u00a0\u00a0\u00a0\n\nan Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Rebecca Kratz\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0ebecca Kratz\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0uthorized Signatory\n\n\\[Signature Page to Credit Agreement\\]\n\nHSBC BANK USA, National Association, as a Lender and an Issuing \u00a0\u00a0\u00a0\u00a0\n\nBank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Ilene Hernandez\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0lene Hernandez\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0ice President\n\n\\[Signature Page to Credit Agreement\\]\n\nJPMorgan Chase Bank, N.A., as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Ind"}, {"title": "airbnb.txt", "text": "erjeet Aneja\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0nderjeet Aneja\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0xecutive Director\n\n\\[Signature Page to Credit Agreement\\]\n\nMizuho Bank, Ltd., as a Lender and Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Tracy Rahn\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0racy Rahn\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0xecutive Director\n\n\\[Signature Page to Credit Agreement\\]\n\nRoyal Bank of Canada, as a Lender\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Nicholas Heslip\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0icholas Heslip\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0uthorized Signatory\n\n\\[Signature Page to Credit Agreement\\]\n\nSantander Bank, N.A., as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Jennifer Baydian\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0ennifer Baydian\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0enior Vice President\n\n\\[Signature Page to Credit Agreement\\]\n\nSTANDARD CHARTERED BANK, as a Lender and an Issuing Bank\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Kristopher Tracy\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0ristopher Tracy\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0irector, Financing Solutions\n\n\\[Signature Page to Credit Agreement\\]\n\nAMENDMENT NO. 1\n\nThis AMENDMENT NO. 1 (this \"[Agreement]{.underline}\", dated as of\nFebruary 16, 2023, is made by and among Airbnb, Inc., a Delaware\ncorporation (the \"[Borrower]{.underline}\" and Morgan Stanley Senior\nFunding, Inc., as Administrative Agent (the \"[Administrative\nA"}, {"title": "airbnb.txt", "text": "gent]{.underline}\".\n\nWHEREAS, the Borrower and the Administrative Agent are party to that\ncertain Credit Agreement, dated as of October 31, 2022 (as amended,\nrestated, amended and restated, modified and/or supplemented from time\nto time, the \"[Credit Agreement]{.underline}\" capitalized terms not\notherwise defined herein shall have the respective meaning assigned to\nsuch terms in the Credit Agreement), by and among the Borrower, the\nGuarantors party thereto, the Lenders party thereto and the\nAdministrative Agent;\n\nWHEREAS, Section 9.02(c)(i)(A) of the Credit Agreement provides that the\nAdministrative Agent and the Borrower shall be permitted to amend the\nCredit Agreement to cure any ambiguity, mistake, omission, defect or\ninconsistency so long as the Lenders shall have received at least five\nBusiness Days'prior written notice thereof and the Administrative Agent\nshall not have received, within five Business Days of the date of such\nnotice to the Lenders, a written notice from the Required Lenders\nstating that the Required Lenders object to such amendment;\n\nWHEREAS, the definition of \"onsolidated Interest Expense\"in the Credit\nAgreement permits the calculation thereof to result in anegative value;\n\nWHEREAS, the Administrative Agent and the Borrower desire to amend the\nCredit Agreement in accordance with Section 9.02(c)(i)(A) as further\ndescribed herein in order to address the aforementioned defect; and\n\nWHEREAS, in accordance with Section 9.02(c)(i)(A) of the Credit\nAgreement, the form of this Agreement has been made available to the\nLenders for at least five Business Days and the Administrative Agent has\nnot received a written notice from the Required Lenders stating that the\nRequired Lenders object to this Agreement;\n\nNOW, THEREFORE, in consideration of the promises contained herein and\nfor other good and valuable consideration, the receipt and sufficiency\nof which are hereby acknowledged, the parties hereto, intending to be\nlegally bound hereby, agree as follows:\n\nSECTION 1.[Amendment]{.underline}. Subject to the terms and conditions\nto effectiveness set forth in Section 2 hereof, the definition of\n\"onsolidated Interest Expense\"is hereby amended to add the following as\nthe last sentence thereof:\n\n\"otwithstanding anything to the contrary herein, if Consolidated\nInterest Expense as so determined would be less than \\$1.00, then it\nshall be deemed to be \\$1.00"}, {"title": "airbnb.txt", "text": "for purposes of this Agreement.\"\n\nSECTION 2.[Effectiveness]{.underline}. Section 1 of this Agreement shall\nbecome effective as of on the date that the Administrative Agent shall\nhave received this Agreement, duly executed by the Borrower and the\nAdministrative Agent.\n\nSECTION 3.[Reference to and Effect on the Credit Agreement]{.underline}.\n\n(a)On and after the effectiveness of this Agreement, each reference in\nthe Credit Agreement to \"his Agreement,\"\"ereunder,\"\"ereof\"or words of\nlike import referring to the Credit Agreement, shall mean and be a\nreference to the Credit Agreement, as amended by, and after giving\neffect to, this Agreement. This Agreement is a \"oan Document\"for\npurposes of the Credit Agreement and the other Loan Documents.\n\n(b)Each Loan Document, after giving effect to this Agreement, is and\nshall continue to be in full force and effect and is hereby in all\nrespects ratified and confirmed, except that, on and after the\neffectiveness of this Agreement, each reference in each of the Loan\nDocuments to the \"redit\n\n\\[Airbnb --Amendment No. 1\\]\n\nAgreement,\"\"hereunder,\"\"hereof\"or words of like import referring to the\nCredit Agreement shall mean and be a reference to the Credit Agreement,\nas amended by and after giving effect to, this Agreement. Nothing in\nthis Agreement can or may be construed as a novation of the Credit\nAgreement or any other Loan Document. This Agreement shall apply and be\neffective only with respect to the provisions of the Credit Agreement\nspecifically referred to herein. The execution, delivery and\neffectiveness of this Agreement shall not, except as expressly provided\nherein, operate as a waiver of any right, power or remedy of any Lender\nor the Administrative Agent under any of the Loan Documents.\n\nSECTION 4.[Execution in Counterparts]{.underline}. This Agreement may be\nexecuted in any number of counterparts and by the different parties\nhereto on separate counterparts, each of which when so executed and\ndelivered shall be an original, but all of which shall together\nconstitute one and the same instrument. Delivery of an executed\ncounterpart of a signature page of this Agreement by facsimile\ntransmission or electronic .pdf transmission shall be effective as\ndelivery of a manually executed counterpart of this Agreement. For\npurposes hereof, the words\n\"xecution,\"\"xecute,\"\"xecuted,\"\"igned,\"\"ignature\"and words of like import\nshall b"}, {"title": "airbnb.txt", "text": "e deemed to include electronic signatures, the electronic\nmatching of assignment terms and contract formulations on electronic\nplatforms, or the keeping of records in electronic form, each of which\nshall be of the same legal effect, validity or enforceability as a\nmanually executed signature or the use of a paper-based recordkeeping\nsystem, as the case may be, to the extent and as provided for in any\napplicable law, including the Federal Electronic Signatures in Global\nand National Commerce Act, the New York State Electronic Signatures and\nRecords Act, or any other similar state laws based on the Uniform\nElectronic Transaction Act.\n\nSECTION 5.[WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION,\nETC]{.underline}. The provisions set forth in [Sections\n9.09]{.underline} and [9.10]{.underline} of the Credit Agreement are\nhereby incorporated herein *mutatis mutandis* with all references to\n\"his Agreement\"therein being deemed references to this Agreement.\n\n\\[SIGNATURE PAGES FOLLOW\\]\n\n\\[Airbnb --Amendment No. 1\\]\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized, as of\nthe date and year first written above.\n\nAIRBNB, INC.,\\\nas the Borrower\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Brian Moore\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0rian Moore\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0reasurer\n\n\\[Signature Page to Airbnb --Amendment No. 1\\]\n\nMORGAN STANLEY SENIOR FUNDING, INC.,\\\nas Administrative Agent\n\nBy:\u00a0\u00a0\u00a0\u00a0[/s/ Brian Sanderson\u00a0\u00a0\u00a0\u00a0]{.underline}\\\n\u00a0\u00a0\u00a0\u00a0ame:\u00a0\u00a0\u00a0\u00a0rian Sanderson\\\n\u00a0\u00a0\u00a0\u00a0itle:\u00a0\u00a0\u00a0\u00a0uthorized Signatory\n\n\\[Signature Page to Airbnb --Amendment No. 1\\]\n\n --------------------------------- -------------------------------- -------------- ------------------------- -- --------------------------------------------- ----------------------- -- ---------- ------------------------------ -- ---------- -------------------- -- ----------\n \n Exhibit 21.1"}, {"title": "airbnb.txt", "text": "Subsidiaries of the Registrant \n [Entity]{.underline} [Jurisdiction of Incorporation]{.underline} \n Airbnb Ireland UC Ireland \n Airbnb Payments Luxembourg S.A. Luxembourg Airbnb Payments UK Ltd. United Kingdom Airbnb Payments, Inc. Delaware Airbnb Treasury Services LLC Delaware Hotel Tonight, LLC Delaware\n --------------------------------- -------------------------------- -------------- ------------------------- -- --------------------------------------------- ----------------------- -- ---------- ------------------------------ -- ---------- -------------------- -- ----------\n\nExhibit 23.1\n\n\\\nCONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nWe hereby consent to the incorporation by reference in the Registration\nStatement on Form\u00a0-8\u00a0Nos. 333-251251, 333-251252, and 333-251253) of\nAirbnb, Inc. of our report dated February\u00a07, 2023 relating to the\nfinancial statements, financial statement schedule and the effectiveness\nof internal control over financial reporting, which appears in this Form\n10-K.\n\n/s/ PricewaterhouseCoopers LLP\u00a0\n\n --------------------------- ------------------- --\n \n \n San Francisco, California February 17, 2023 \n --------------------------- ------------------- --\n\nExhibit 31.1\n\nCERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER\n\nPURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n\nAS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Brian Chesky, certify that:\n\n1\\. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;\n\n2\\. Based on my knowledge,"}, {"title": "airbnb.txt", "text": "this report does not contain any untrue\nstatement of a material fact or omit to state a material fact necessary\nto make the statements made, in light of the circumstances under which\nsuch statements were made, not misleading with respect to the period\ncovered by this report;\n\n3\\. Based on my knowledge, the financial statements, and other financial\ninformation included in this report, fairly present in all material\nrespects the financial condition, results of operations and cash flows\nof the registrant as of, and for, the periods presented in this report;\n\n4\\. The registrant' other certifying officer and I are responsible for\nestablishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal\ncontrol over financial reporting (as defined in Exchange Act Rules\n13a-15(f) and 15d-15(f)) for the registrant and have:\n\n\\(a\\) Designed such disclosure controls and procedures, or caused such\ndisclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant,\nincluding its consolidated subsidiaries, is made known to us by others\nwithin those entities, particularly during the period in which this\nreport is being prepared;\n\n\\(b\\) Designed such internal control over financial reporting, or caused\nsuch internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability\nof financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples;\n\n\\(c\\) Evaluated the effectiveness of the registrant' disclosure controls\nand procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end\nof the period covered by this report based on such evaluation; and\n\n\\(d\\) Disclosed in this report any change in the registrant' internal\ncontrol over financial reporting that occurred during the registrant'\nmost recent fiscal quarter (the registrant' fourth fiscal quarter in the\ncase of an annual report) that has materially affected, or is reasonably\nlikely to materially affect, the registrant' internal control over\nfinancial reporting; and\n\n5\\. The registrant' other certifying officer and I have disclosed, based\non our most recent evaluation of i"}, {"title": "airbnb.txt", "text": "nternal control over financial\nreporting, to the registrant' auditors and the audit committee of the\nregistrant' board of directors (or persons performing the equivalent\nfunctions):\n\n\\(a\\) All significant deficiencies and material weaknesses in the design\nor operation of internal control over financial reporting which are\nreasonably likely to adversely affect the registrant' ability to record,\nprocess, summarize and report financial information; and\n\n\\(b\\) Any fraud, whether or not material, that involves management or\nother employees who have a significant role in the registrant' internal\ncontrol over financial reporting.\n\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | By: | /s/ Brian | | | |\n| | | | | | Chesky | | | |\n+--------------+---+--------------+---+-----+------------"}, {"title": "airbnb.txt", "text": "--+---+---+---+\n| Date: | | Brian Chesky | | | | | | |\n| February\u00a07, | | | | | | | | |\n| 2023 | | Chief | | | | | | |\n| | | Executive | | | | | | |\n| | | Officer | | | | | | |\n| | | | | | | | | |\n| | | *(Principal | | | | | | |\n| | | Executive | | | | | | |\n| | | Officer)* | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n\nExhibit 31.2\n\nCERTIFICATION OF PRINCIPAL FINANCIAL OFFICER\n\nPURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n\nAS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, David E. Stephenson, certify that:\n\n1\\. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;\n\n2\\. Based on my knowledge, this report does not contain any untrue\nstatement of a material fact or omit to state a material fact necessary\nto make the stateme"}, {"title": "airbnb.txt", "text": "nts made, in light of the circumstances under which\nsuch statements were made, not misleading with respect to the period\ncovered by this report;\n\n3\\. Based on my knowledge, the financial statements, and other financial\ninformation included in this report, fairly present in all material\nrespects the financial condition, results of operations and cash flows\nof the registrant as of, and for, the periods presented in this report;\n\n4\\. The registrant' other certifying officer and I are responsible for\nestablishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal\ncontrol over financial reporting (as defined in Exchange Act Rules\n13a-15(f) and 15d-15(f)) for the registrant and have:\n\n\\(a\\) Designed such disclosure controls and procedures, or caused such\ndisclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant,\nincluding its consolidated subsidiaries, is made known to us by others\nwithin those entities, particularly during the period in which this\nreport is being prepared;\n\n\\(b\\) Designed such internal control over financial reporting, orcaused\nsuch internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability\nof financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples;\n\n\\(c\\) Evaluated the effectiveness of the registrant' disclosure controls\nand procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end\nof the period covered by this report based on such evaluation; and\n\n\\(d\\) Disclosed in this report any change in the registrant' internal\ncontrol over financial reporting that occurred during the registrant'\nmost recent fiscal quarter (the registrant' fourth fiscal quarter in the\ncase of an annual report) that has materially affected, or is reasonably\nlikely to materially affect, the registrant' internal control over\nfinancial reporting; and\n\n5\\. The registrant' other certifying officer and I have disclosed, based\non our most recent evaluation of internal control over financial\nreporting, to the registrant' auditors and the audit committee of the\nregistrant' board of directors"}, {"title": "airbnb.txt", "text": "(or persons performing the equivalent\nfunctions):\n\n\\(a\\) All significant deficiencies and material weaknesses in the design\nor operation of internal control over financial reporting which are\nreasonably likely to adversely affect the registrant' ability to record,\nprocess, summarize and report financial information; and\n\n\\(b\\) Any fraud, whether or not material, that involves management or\nother employees who have a significant role in the registrant' internal\ncontrol over financial reporting.\n\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| | | | | By: | /s/ David E. | | | |\n| | | | | | Stephenson | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n| Date: | | David E. | | | | | | |\n| February\u00a07, | | Stephenson | |"}, {"title": "airbnb.txt", "text": "| | | | |\n| 2023 | | | | | | | | |\n| | | Chief | | | | | | |\n| | | Financial | | | | | | |\n| | | Officer | | | | | | |\n| | | | | | | | | |\n| | | *(Principal | | | | | | |\n| | | Financial | | | | | | |\n| | | Officer)* | | | | | | |\n+--------------+---+--------------+---+-----+--------------+---+---+---+\n\nExhibit 32.1\n\nCERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER\n\nPURSUANT TO 18 U.S.C. SECTION 1350,\n\nAS ADOPTED PURSUANT TO SECTION 906\n\nOF THE SARBANES-OXLEY ACT OF 2002\n\nI, Brian Chesky, as Chief Executive Officer of Airbnb, Inc., certify,\npursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906\nof the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K\nof Airbnb, Inc. for the year ended December\u00a01, 2022 fully complies with\nthe requirements of Section 13(a)"}, {"title": "airbnb.txt", "text": "or 15(d) of the Securities Exchange\nAct of 1934, as amended, and that the information contained in such\nAnnual Report on Form 10-K fairly presents, in all material respects,\nthe financial condition and results of operations of Airbnb, Inc.\n\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| | By: | /s/ Brian Chesky | | | | | | |\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| Date: February\u00a07, 2023 | | Brian Chesky | | | | | | |\n| | | | | | | | | |\n| | | Chief Executive Officer | | | | | | |\n| | | | | | | | | |\n| | | *(Principal Executive Officer)* | | | | | | |\n+------------------------+-----+-----------------"}, {"title": "airbnb.txt", "text": "----------------+---+---+---+---+---+---+\n\nI, David E. Stephenson, as Chief Financial Officer of Airbnb, Inc.,\ncertify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to\nSection 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on\nForm 10-K of Airbnb, Inc. for the year ended December\u00a01, 2022 fully\ncomplies with the requirements of Section 13(a) or 15(d) of the\nSecurities Exchange Act of 1934, as amended, and that the information\ncontained in such Annual Report on Form 10-K fairly presents, in all\nmaterial respects, the financial condition and results of operations of\nAirbnb, Inc.\n\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| | | | | | | | | |\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| | By: | /s/ David E. Stephenson | | | | | | |\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+\n| Date: February\u00a07, 2023 | | David E. Stephenson | | | | | | |\n| | |"}, {"title": "airbnb.txt", "text": "| | | | | | |\n| | | Chief Financial Officer | | | | | | |\n| | | | | | | | | |\n| | | *(Principal Financial Officer)* | | | | | | |\n+------------------------+-----+---------------------------------+---+---+---+---+---+---+"}] [{"title": "lyft.txt", "text": "Table of Contents\n\n\n\n\n UNITED STATES\n SECURITIES AND EXCHANGE COMMISSION\n WASHINGTON, D.C. 20549\n ______________\n FORM 10-K\n ______________\n(Mark One)\n\u2612 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n For the fiscal year ended December 31, 2022\n OR\n\u2610 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n For the transition period from_____ to _____\n Commission File Number: 001-39778______________\n\n\n\n\n Airbnb, Inc.\n (Exact Name of Registrant as Specified in Its Charter)\n ______________\n Delaware 26-3051428\n (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)\n\n 888 Brannan Street\n San Francisco, California 94103\n (Address of Principal Executive Offices)(Zip Code)\n (415) 510-4027(Registrant\u2019s Telephone Number, Including Area Code)\n ______________\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered\n Class A common stock, par value $0.0001 per share ABNB The Nasdaq Stock Market\n\n Securities registered pursuant to Section 12(g) of the Act:\n None\n ______________\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes \u2612 No \u2610\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes \u2610 No \u2612\nIndicate b"}, {"title": "lyft.txt", "text": "y check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12\nmonths (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes \u2612 No \u2610\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (\u00a7 232.405 of\nthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes \u2612 No \u2610\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.\nSee the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting company\u201d and \u201cemerging growth company\u201d in Rule 12b-2 of the Exchange Act.\n\n\n\nLarge accelerated filer \u2612 Accelerated filer \u2610Non-accelerated filer \u2610 Smaller reporting company \u2610\n\n Emerging growth company \u2610\n\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial\naccounting standards provided pursuant to Section 13(a) of the Exchange Act. \u2610\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management\u2019s assessment of the effectiveness of its internal control over financial reporting\nunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. \u2612\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of\nan error to previously issued financial statements. \u2610"}, {"title": "lyft.txt", "text": "Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant\u2019s\nexecutive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \u2610\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes \u2610 No \u2612\n\fAs of June 30, 2022, the aggregate market value of the Class A common stock held by non-affiliates of the registrant was approximately $35.1 billion based upon the closing price\nreported for such date on the NASDAQ Global Select Market.\n\nAs of February 3, 2023, 408,928,427 shares of the registrant's Class A common stock were outstanding 222,400,067 shares of the registrant's Class B common stock were\noutstanding, no shares of the registrant\u2019s Class C common stock were outstanding, and 9,200,000 shares of the registrant\u2019s Class H common stock were outstanding.\n\n ______________\n DOCUMENTS INCORPORATED BY REFERENCE\n\nThe information required by Part IIIof this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant\u2019s definitive proxy statement relating to the\nAnnual Meeting of Shareholders to be held in 2023, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the\nfiscal year to which this Report relates.\n\fTable of Contents\n\n\n\n\n AIRBNB, INC.\n TABLE OF CONTENTS\n Page\n Special Note Regarding Forward-Looking Statements 1\n Risk Factors Summary 2\nPART I\nItem 1. Business 3\nItem 1A. Risk Factors"}, {"title": "lyft.txt", "text": "8\nItem 1B. Unresolved Staff Comments 49\nItem 2. Properties 49\nItem 3. Legal Proceedings 49\nItem 4. Mine Safety Disclosures 49\n\n\nPART II\nItem 5. Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50\nItem 6. [Reserved] 51\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations 51\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk 64\nItem 8. Financial Statements and Supplementary Data 66\nItem9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 105\nItem 9A. Controls and Procedures 105\nItem 9B. Other Information 105\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 105\n\n\nPART III\nItem 10. Directors, Executive Officers and Corporate Governance 106\nItem 11. Executive Compensation 106\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 106\nItem 13. Certain Relationships and Related Transactions, and Director Independence 106\nItem 14. Principal Accountant Fees and Services 106\n\n\nPART IV\nItem 15. Exhibit a"}, {"title": "lyft.txt", "text": "nd Financial Statement Schedules 107\nItem 16. Form 10-K Summary 107\n Exhibit Index 107\n Signatures 110\n\fTable of Contents\n\n\n\n\nSpecial Note Regarding Forward-Looking Statements\n\nThis Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that\ninvolve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our\nstrategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, and expected market growth, are forward-looking statements. In\nsome cases, you can identify forward-looking statements because they contain words such as \u201cmay,\u201d \u201cwill,\u201d \u201cshall,\u201d \u201cshould,\u201d \u201cexpects,\u201d \u201cplans,\u201d \u201canticipates,\u201d \u201ccould,\u201d \u201cintends,\u201d\n\u201ctarget,\u201d \u201cprojects,\u201d \u201ccontemplates,\u201d \u201cbelieves,\u201d \u201cestimates,\u201d \u201cpredicts,\u201d \u201cpotential,\u201d \u201cgoal,\u201d \u201cobjective,\u201d \u201cseeks,\u201d or \u201ccontinue\u201d or the negative of these words or other similar terms or\nexpressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to,\nstatements about:\n\n \u2022 the effects of macroeconomic conditions, including inflation, slower growth or recession, higher interest rates, high unemployment and currency fluctuations, on the demand\n for travel or similar experiences;\n \u2022 the effects of supply constraints on availability of Host homes;\n \u2022 our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;\n \u2022 the continued effects of the COVID-19 pandemic, including as a result of new strains or variants of the virus, as well as other highly infectious diseases, on our business, the\n travel industry, travel trends, and the global economy generally;\n \u2022 our expectations regarding our financial performance, inclu"}, {"title": "lyft.txt", "text": "ding our revenue, costs, Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (\u201cEBITDA\u201d), and\n Free Cash Flow;\n \u2022 our expectations regarding future operating performance, including Nights and Experiences Booked, Gross Booking Value (\u201cGBV\u201d), Average Daily Rates (\u201cADR\u201d), and GBV\n per Night and Experience Booked;\n \u2022 our ability to attract and retain Hosts and guests;\n \u2022 our ability to compete in our industry;\n \u2022 our expectations regarding the resilience of our model, including in areas such as domestic travel, short-distance travel, travel outside of top cities, and long-term stays;\n \u2022 seasonality, including the return of pre-COVID-19 pandemic patterns of seasonality, and the effects of seasonal trends on our results of operations;\n \u2022 our expectations regarding the impact of our marketing strategy, and our ability to continue to attract guests and Hosts to our platform through direct and unpaid channels;\n \u2022 anticipated trends, developments, and challenges in our industry, business, and the highly competitive markets in which we operate;\n \u2022 our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs;\n \u2022 our ability to manage expansion into international markets and new businesses;\n \u2022 our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally and our\n expectations regarding various laws and restrictions that relate to our business;\n \u2022 our expectations regarding our income tax liabilities, including anticipated increases in foreign taxes, and the adequacy of our reserves;\n \u2022 our ability to effectively manage our growth and expand our infrastructure and maintain our corporate culture, and our employee initiatives;\n \u2022 our ability to identify, recruit, and retain skilled personnel, including key members of senior management;\n \u2022 the safety, affordability, and convenience of our platform and our offerings;\n \u2022 our ability to successfully defend litigation brought against us;\n \u2022 the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;\n \u2022 our ability to maintain, protect, and enhance our intellectual property;\n \u2022 our ability to make required payments under our credit agree"}, {"title": "lyft.txt", "text": "ment and to comply with the various requirements of our indebtedness;\n \u2022 the impact of the ongoing military action between Russia and Ukraine on our business;\n \u2022 human capital management, including our Live and Work Anywhere policy and diversity and belonging initiatives and commitments;\n \u2022 environmental, social, and governance matters, including our Net Zero emissions and climate-related initiatives and commitments; and\n \u2022 our plan to make distributions to our Host Endowment Fund.\n\nWe caution you that the foregoing list does not contain all of the forward-looking statements made in this Annual Report on Form 10-K. You should not rely upon forward-looking\nstatements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations,\nestimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we\nbelieve that we have a reasonable basis for each forward-looking statement contained in this Annual Report on Form 10-K, we cannot guarantee that the future results,levels of\nactivity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-\nlooking statements is subject to risks, uncertainties, and other factors described in the section titled \u201cRisk Factors\u201d and elsewhere in this Annual Report on Form 10-K. Moreover, we\noperate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and\nuncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. The results, events, and circumstances reflected in the\nforward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.\n\nThe forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made available. We undertake no\nobligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumsta"}, {"title": "lyft.txt", "text": "nces after the date of this Annual Report on Form 10-K\nor to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our\nforward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any\nfuture acquisitions, mergers, dispositions, joint ventures, or investments we may make.\n\n\n\n\n 1\n\fTable of Contents\n\n\n\n\nIn addition, statements that \u201cwe believe\u201d and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us\nas of the date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or\nincomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These\nstatements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.\n\nYou should read this Annual Report on Form 10-K and the documents that we reference in this Annual Report on Form 10-K and have filed as exhibits to this Annual Report on Form\n10-K, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this\nAnnual Report on Form 10-K by these cautionary statements.\n\nRisk Factors Summary\n\nThe following is a summary of the principal risks that could materially adversely affect our business, results of operations, and financial condition, all of which are more fully\ndescribed in the section titled \u201cRisk Factors.\u201d This summary should be read in conjunction with the \u201cRisk Factors\u201d section and should not be relied upon as an exhaustive summary of\nthe material risks facing our business.\n\n \u2022 Our revenue growth rate has slowed over time, and we expect it to continue to slow in the future.\n \u2022 If we fail to retain existing Hosts or add new Hosts, or if Hosts fail to provide high-quality stays and experiences, our business, results of operations, and financial condition"}, {"title": "lyft.txt", "text": "would be materially adversely affected.\n \u2022 If we fail to retain existing guests or add new guests, our business, results of operations, and financial condition would be materially adversely affected.\n \u2022 Any decline or disruption in the travel and hospitality industries or economic downturn could materially adversely affect our business, results of operations, and financial\n condition.\n \u2022 The COVID-19 pandemic has materially adversely impacted, and may continue to adversely impact, our business, results of operations, and financial condition.\n \u2022 We have previously incurred net losses and our Adjusted EBITDA and Free Cash Flow have declined in prior periods. We may once again incur net losses and experience\n a decline in Adjusted EBITDA and Free Cash, and we may not be able to sustain profitability.\n \u2022 The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.\n \u2022 Laws, regulations, and rules that affect the short-term rental, long-term rental, and home sharing business have limited and may continue to limit the ability or willingness of\n Hosts to share their spaces over our platform and expose our Hosts or us to significant penalties, which have had and could continue to have a material adverse effect on\n our business, results of operations, and financial condition.\n \u2022 We are subject to a wide variety of complex, evolving, and sometimes inconsistent and ambiguous laws and regulations that may adversely impact our operations and\n discourage Hosts and guests from using our platform, and that could cause us to incur significant liabilities including taxes, compliance costs, fines, and criminal penalties,\n which could have a material adverse effect on our business, results of operations, and financial condition.\n \u2022 Maintaining and enhancing our brand and reputation is critical to our growth, and negative publicity could damage our brand and thereby harm our ability to compete\n effectively, and could materially adversely affect our business, results of operations, and financial condition.\n \u2022 If we are unable to manage the risks presented by our business model internationally, our business, results of operations, and financial condition would be"}, {"title": "lyft.txt", "text": "materially\n adversely affected.\n \u2022 The multi-series structure of our common stock has the effect of concentrating voting control with certain holders of our common stock, including our directors, executive\n officers, and 5% stockholders and their respective affiliates, who held in the aggregate 92.1% of the voting power of our capital stock as of December 31, 2022.\n \u2022 We may have exposure to greater than anticipated income tax liabilities. In December 2020, we received a Notice of Proposed Adjustment (\u201cNOPA\u201d) from the IRS for the\n 2013 tax year proposing an increase to our U.S. taxable income that could result in additional income tax expense and cash tax liability of $1.3 billion, plus penalties and\n interest, which exceeds our current reserve recorded in our consolidated financial statements by more than $1.0 billion.\n\n\n\n\n 2\n\fTable of Contents\n\n\n\n\n PART I\nItem 1. Business\n\nOverview\n\nWe are a community based on connection and belonging\u2014a community that was born in 2007 when two Hosts welcomed three guests to their San Francisco home, and has since\ngrown to over 4 million Hosts who have welcomed over 1.4 billion guest arrivals to over 100,000 cities and towns in almost every country and region across the globe. Hosts on\nAirbnb are everyday people who share their worlds to provide guests with the feeling of connection and being at home. We strive to connect people and places.\n\nAirbnb has five stakeholders and is designed with all of them in mind. Along with employees and shareholders, we serve Hosts, guests, and the communities in which they live. We\nintend to make long-term decisions considering all of our stakeholders because their collective success is key for our business to thrive.\n\nA Resilient Model\n\nAs we look forward, we recognize the potential impact of the challenging macroeconomic conditions, including inflation and rising interest rates, potential decreased consumer\nspending, and the continued disruption of the COVID-19 pandemic on travel across the world.\n\nWe believe we are well positioned for the road ahead due to our adaptability and relentless innovation. First, our business model is adaptable. We have nearly every type of"}, {"title": "lyft.txt", "text": "space in\nnearly every location, so however travel changes, we are able to adapt. Regardless of the economic environment, our guests come to Airbnb because they can find great value, and\nour Hosts can earn extra income. Second, we\u2019ve relentlessly innovated while also staying focused and disciplined. During the height of the pandemic, we made many difficult\nchoices to reduce our spending, making us a leaner and more focused company, and we have kept this discipline ever since.\n\nOur Long-Term Growth Strategy\n\nOur strategy is to continue to invest in our key strengths:\n\n \u2022 Unlock more hosting. We will continue to invest in growing the size and quality of our Host community. We plan to attract more Hosts globally by expanding use cases and\n supporting all different types of Hosts, including those who host occasionally. We will also continue to increase the support that we provide to our Hosts to deliver high-quality\n stays and experiences for guests.\n\n \u2022 Grow and engage our guest community. We intend to continue to attract new guests to Airbnb and will continue to focus on engaging our existing guests to return to book and\n to use Airbnb with more frequency. With new behaviors developed during the COVID-19 pandemic, we believe the ways that people approach work, living, and travel have\n fundamentally changed. We believe there will be further opportunities to enhance our offerings based on these new behaviors and attract more guests to our platform.\n\n \u2022 Invest in our brand. We intend to continue to invest in our brand to educate new Hosts and guests on the benefits of Airbnb and the uniqueness of our offerings. We will\n continue to leverage our brand through a cohesive and integrated marketing strategy punctuated by our two product launches per year.\n\n \u2022 Expand our global network. We plan to expand our global network and continue to partner with communities to update laws and regulations for short-term rentals to allow\n more Hosts to join our platform.\n\n \u2022 Design new products and offerings. Our innovations are focused on improving our Host and guest experiences, making Airbnb more accessible and appealing for new Hosts\n and guests and driving increased engagement and loyalty with our existing community. We have made over 340 upgrades to our platform over the past two years, making it\n even easie"}, {"title": "lyft.txt", "text": "r to host and guests to book on Airbnb.\n\nOur Platform\n\nOur Platform for Hosts\n\nWe built our platform to seamlessly onboard new Hosts, especially those who previously had not considered hosting. We partner with Hosts throughout the process of setting up\ntheir listing and provide them with a robust suite of tools to successfully manage their listings, including scheduling, merchandising, integrated payments, community support, Host\nprotections, pricing guidance, and feedback from reviews. In November 2022, we launched Airbnb Setup, which is a new way to easily list a home, with free one-to-one guidance\nfrom a Superhost Ambassador.\n\nWe count the number of Hosts on our platform based on the number of users with available listings, defined as accommodations and experiences that are viewable on our platform\n(excluding HotelTonight), as of a certain date. We consider a listing of a home or an experience to be an \"active listing\" if it is viewable on Airbnb and has been previously booked at\nleast once on Airbnb (excluding HotelTonight). In July 2022, all of our mainland Chinese listings were taken down as part of our decision to close the domestic business in China and\ninstead focus on theoutbound China business. As of December 31, 2022, we had 6.6 million active listings globally.\n\n\n\n\n 3\n\fTable of Contents\n\n\n\n\nOur Platform for Guests\n\nOur website and mobile apps provide our guests with an engaging way to explore a wide variety of unique homes and experiences and an easy way to book them. To better meet\nthe needs of our guests in 2022, we launched a new way to search on Airbnb designed around Airbnb Categories, with over 60 new categories that organize homes based on their\nstyle, location, or proximity to a travel activity. In June 2022, we also launched travel insurance for guests to provide guests in certain jurisdictions with the option to insure guest\nreservations against certain risks associated with their bookings.\n\nOur System of Trust\n\nThe system for trust that we have designed includes the following components: Host and guest reviews, account protection, risk scoring, secure payments, a nondiscrimination\npolicy, watchlist and background checks in certain jurisdictions, cleanliness, fraud and scam prevention, insurance and similar protections, booking restrictions, an"}, {"title": "lyft.txt", "text": "urgent safety line,\na 24/7 neighborhood support line, and a guest refund policy.\n\nWe offer top-to-bottom protection for our Hosts through AirCover for Hosts, which we expanded in November 2022. AirCover for Hosts includes, among other features, guest\nproperty damage protection of up to $3 million per stay, liability coverage to Hosts of up to $1 million per occurrence in the event of third-party claims of personal injury or property\ndamage, deep cleaning protection, and pet damage protection.\n\nIn addition to AirCover for Hosts, we introduced AirCover for guests in May 2022. AirCover for guests provides guests with a booking protection guarantee, a check-in guarantee, a\n\u201cget-what-you-booked\u201d guarantee, and a 24-hour safety support line.\n\nWe have new initiatives under development and will continue to create additional features to strengthen the trust and safety on our platform.\n\nOur Technology\n\nOur technology platform powers our two-sided marketplace and enables our global network of Hosts and guests. As of December 31, 2022, we had more than 1,900 engineers\nwithin our product development organization. Given the nature of the business, our technology platform has broad and complex requirements:\n\n \u2022 Support of global payments. It supports global payment capabilities; multilingual, real-time, community safety and support; city-specific regulatory support; and sophisticated\n anti-fraud and anti-money-laundering measures.\n\n \u2022 Delivery of deep business insights. It delivers deep business intelligence insights to manage our marketplace, including pricing insights and occupancy optimization for our\n Hosts.\n\n \u2022 Incorporation of sophisticated machine learning. It incorporates sophisticated machine learning to power key areas, from fraud detection, to enabling customized and real-\n time community support.\n\n \u2022 Operation of a microservices architecture. We operate a microservices architecture and are evolving our foundational components to enable us to move rapidly in response\n to evolving customer needs without sacrificing correctness or stability.\n\nAs we continue to evolve our foundational technology, we are focused on the following broad capabilities:\n\n \u2022 Data management systems that continue to support user privacy, analytics, machine learning, and business insights.\n \u2022 Service reliability leading to best-in-class perfo"}, {"title": "lyft.txt", "text": "rmance centered on availability, latency, disaster recovery and business continuity, security, testability, observability, operability,\n and agility.\n \u2022 Cloud support focusing on robust capabilities for granular attribution and usage patterns to realize efficiency gains.\n\nThese continued technology investments aim to ensure we have a robust platform that allows us to more quickly adapt to the needs of our Hosts and guests around the world and\nincrease the productivity of our product development organization.\n\nOur Marketing\n\nOur marketing strategy includes brand marketing, communications, and performance marketing. Brand marketing increases awareness among potential Hosts and guests, helping\nthem understand the benefits of hosting and booking stays and experiences, and what makes these stays and experiences distinctly Airbnb. Our global communications team works\nacross press, policy, and influencers to share timely and important news about Airbnb. They also oversee the execution of a global consumer, product, corporate, and policy-\ncommunications plan that supports our brand strategy and generates considerable press and social media coverage. While performance marketing drives additional traffic from high-\nintent prospective guests, the strength of the Airbnb brand and our communications strategy allows us to be less reliant on performance marketing.\n\nHuman Capital\n\nWe consider the management of our global talent to be essential to the ongoing success of our business. As of December 31, 2022, we had 6,811 employees.\n\n\n\n\n 4\n\fTable of Contents\n\n\n\n\nAs of December 31, 2022, we relied on a global network of approximately 11,000 third-party contingent workers to handle the vast majority of our community support contacts. Our\ninternal community support employees are comprised of operations teams who handle complex and sensitive issues, and enablement teams who support all community-facing\nteams, including our partners.\n\nAttracting, recruiting, developing, and retaining diverse talent enables us to provide our Hosts and guests with innovative products and services as well as serve our other\nstakeholders. As of December 31, 2022, 49% of our global employees identify in the gender binary as women and 16% of our U.S.-based employees identify as under-represented\nminor"}, {"title": "lyft.txt", "text": "ities. Through our hiring process, we commit to encouraging diversity and eliminating bias, and we publish the changing demographic makeup of our workforce to hold\nourselves accountable. We are also focused on supporting our employees across the full employee lifecycle from recruitment to onboarding to ongoing development.\n\nGiven the productivity of our workforce throughout the COVID-19 pandemic, in April 2022, we announced our Live and Work Anywhere policy. This policy allows for the vast majority\nof our employees to work remotely on a permanent basis. We believe that expanding our talent pool beyond the commuting radius near our offices will allow us to attract the best\nand most diverse employees over time. We aim to create a highly coordinated working culture, and as such, will continue to promote ways to keep employees highly engaged and\nconnected by aligning employees\u2019 work through our roadmap, as well as curating employee collaboration sessions either in the office or at off-site locations.\n\nClimate Change\n\nIn 2021, we announced our commitment to operating as a Net Zero company for our global corporate operations by 2030. To meet our goal, we have committed to a number of\nsteps, including reducing greenhouse gas emissions associated with our corporate operations, and investing in quality nature-based solutions to offset residual emissions. This\ncommitment is the latest step we are taking to help address the climate crisis. In 2020 and 2021, we achieved 100 percent renewable energy in our global offices, fulfilling a\ncommitment we made in 2020, by purchasing energy attribute certificates sufficient to match our global electricity use for our corporate operations for those years. Additionally, in\nearly 2021, we became a founding participant in the Lowering Emissions by Accelerating Forest Finance Coalition, a new public-private initiative that has mobilized $1 billion to fight\ntropical deforestation.\n\nRegulations\n\nWe are subject to laws, regulations, and rules that affect the short-term rental and home sharing business at city, state, country, and regional levels. While a number of cities and\ncountries have implemented legislation to address short-term rentals, there are many others that are not yet explicitly addressing or enforcing short-term rental laws, and could follow\nsuit and enact regulations. We seek to work with governments to establish clear,"}, {"title": "lyft.txt", "text": "fair, and workable home sharing rules to create clarity for our Hosts.\n\nNo single city represented more than 1.3% of our revenue before adjustments for incentives and refunds during the year ended December 31, 2022 or 1.1% of our active listings as\nof December 31, 2022. Incentives include our referral programs and marketing promotions to encourage the use of our platform and attract new Hosts and guests, while our refunds\nto Hosts and guests are part of our support activities. We do not believe that the current regulations in our top 10 cities, in the aggregate, have had or are expected to have a\nmaterial adverse impact on our results of operations and financial condition. We will continue to collaborate with policymakers to implement sensible legislation around the world.\n\nIn addition to laws, regulations, and rules directly applicable to the short-term rental and home sharing business, we are subject to a wide variety of laws, regulations and rules\ngoverning our business practices, the Internet, e-commerce, and electronic devices, including those relating to taxation, privacy, data privacy, data security, pricing, content,\nadvertising, discrimination, consumer protection, protection of minors, copyrights, distribution, messaging, mobile communications, electronic device certification, electronic waste,\nelectronic contracts, communications, Internet access, competition, and unfair commercial practices. We are also subject to laws, regulations, and rules governing the provision of\nonline payment services, the design and operation of our platform, and the operations, characteristics, and quality of our platform and services. Additionally, we are subject to a\nvariety of taxes and tax collection obligations in the United States (federal, state, and local) and numerous foreign jurisdictions.\n\nOur payments platform is subject to various laws, rules, regulations, policies, legal interpretations, and regulatory guidance, including those governing: cross-border and domestic\nmoney transmission and funds transfers; stored value and prepaid access; foreign exchange; data privacy, data security, and cybersecurity; banking secrecy; payment services\n(including payment processing and settlement services); consumer protection; economic and trade sanctions; anti-corruption and anti-bribery; and anti-money laundering and\ncounter-terrorist financing.\n\nOur business collects, pr"}, {"title": "lyft.txt", "text": "ocesses and uses the personal data of individuals across the globe. As a result, compliance with laws on data privacy and data security regulating the\nstorage, sharing, use, processing, transfer, disclosure, and protection of personal data is core to our strategy and integral to the creation of trust in our platform. We take a variety of\ntechnical and organizational security measures and other procedures and protocols to protect data, including data pertaining to Hosts, guests, employees, and others. Despite\nmeasures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.\n\nLegal requirements relating to the collection, storage, handling, use, disclosure, transfer, and security of personal data continue to evolve, and regulatory scrutiny in this area is\nincreasing around the world. This increases the complexity of compliance requirements, may limit offerings, and result in additional expenses while also diverting attention and\nresources from other projects. Regulators around the world continue to propose more stringent data privacy and data security laws, and these laws are rapidly increasing in number,\ncomplexity, enforcement, fines, and penalties. Data privacy and data security laws and their interpretations continue to develop and may be inconsistent from jurisdiction to\njurisdiction.\n\n\n\n\n 5\n\fTable of Contents\n\n\n\n\nAs we continue to expand the reach of our brand into additional markets, we will be increasingly subject to additional laws, regulations, and rules.\n\nFor additional information regarding these and other laws, regulations, and rules that affect us and our business, see Note 12, Commitments and Contingencies \u2013 Legal and\nRegulatory Matters \u2013 Regulatory Matters to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K and Part I, Item 1A. Risk Factors of this\nAnnual Report on Form 10-K.\n\nSeasonality\n\nOur business is seasonal, reflecting typical travel behavior patterns over the course of the calendar year. In a typical year, the first, second, and third quarters have higher Nights and\nExperiences Booked than the fourth quarter, as guests plan for travel during the peak travel season, which is in the third quarter for North America and Europe, the Middle East, and\nAfrica (\u201cEMEA\u201d). Our ke"}, {"title": "lyft.txt", "text": "y business metrics, including Gross Booking Value (\u201cGBV\u201d) and Adjusted EBITDA, can also be impacted by the timing of holidays and other events. We\nexperience seasonality in our GBV that is generally consistent with the seasonality of Nights and Experiences Booked. Revenue and Adjusted EBITDA have historically been, and\nare expected to continue to be, highest in the third quarter when we have the most check-ins, which is the point at which we recognize revenue. Seasonal trends in our GBV impact\nFree Cash Flow for any given quarter. Our costs are relatively fixed across quarters or vary in line with the volume of transactions, and we historically achieve our highest GBV in the\nfirst and second quarters of the year with comparatively lower check-ins. As a result, increases in unearned fees generally make our Free Cash Flow and Free Cash Flow as a\npercentage of revenue the highest in the first two quarters of the year. We typically see a slight decline in GBV and a peak in check-ins in the third quarter, which results in a\ndecrease in unearned fees and lower sequential level of Free Cash Flow, and a greater decline in GBV in the fourth quarter, where Free Cash Flow is typically lower.As our\nbusiness matures, other seasonal trends may develop, or these existing seasonal trends may become more extreme. See the section titled \u201cManagement\u2019s Discussion and Analysis\nof Financial Condition and Results of Operations \u2014 Key Business Metrics and Non-GAAP Financial Measures\u201d included in Item 7 of Part 2 of this Annual Report on Form 10-K for\ndefinitions of our key business metrics.\n\nWhile we saw COVID-19 distort the historical patterns of seasonality for our GBV, revenue, Adjusted EBITDA, and Free Cash Flow in 2020 and 2021 as a result of travel restrictions\nand changing travel preferences relating to the COVID-19 pandemic, we saw pre-pandemic patterns of seasonality return in 2022.\n\nCompetition\n\nWe operate in a highly competitive environment. As we seek to expand our community globally, we face competition in attracting Hosts and guests.\n\nCompetition for Hosts\n\nWe compete to attract and retain Hosts to and on our platform to list their homes and experiences, as Hosts have a range of options for doing so. We compete for Hosts based on\nmany factors including the volume of bookings generated by guests, ease of use of our platform, the service fees we charge, Host protections"}, {"title": "lyft.txt", "text": ", such as those included in AirCover for\nHosts, and our brand.\n\nCompetition for Guests\n\nWe compete to attract and retain guests to and on our platform, as guests have a range of options to find and book accommodations and experiences. We compete for guests based\non many factors, including unique inventory and availability of listings, the value and all-in cost of Host offerings on our platform relative to other options, our brand, ease of use of\nour platform, the trust and safety of our platform, and community support.\n\nOur competitors include:\n\n \u2022 Online travel agencies (\u201cOTAs\u201d), such as Booking Holdings (including the brands Booking.com, KAYAK, Priceline.com, and Agoda.com); Expedia Group (including the brands\n Expedia, Vrbo, HomeAway, Hotels.com, Orbitz, and Travelocity); Trip.com Group (including the brands Ctrip.com, Trip.com, Qunar, Tongcheng-eLong, and SkyScanner);\n Hopper; Meituan Dianping; Fliggy (a subsidiary of Alibaba); Despegar; MakeMyTrip; and other regional OTAs;\n \u2022 Internet search engines, such as Google, including its travel search products; Baidu; and other regional search engines;\n \u2022 Listing and meta search websites, such as TripAdvisor,Trivago, Mafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;\n \u2022 Hotel chains, such as Marriott, Hilton, Accor, Wyndham, InterContinental, OYO, and Huazhu, as well as boutique hotel chains and independent hotels;\n \u2022 Property management companies, such as Vacasa, Sonder, Inspirato, Evolve, Awaze, and other regional property management companies; and\n \u2022 Online platforms offering experiences, such as Viator, GetYourGuide, Klook, Traveloka, TUI Musement, and KKDay.\n\nOur Intellectual Property\n\nOur intellectual property is an important component of our business. To establish and protect our proprietary rights, we rely on a combination of patents, trademarks, copyrights,\ndomain names, social media handles, know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention\nassignment agreements, and other intellectual property and contractual rights.\n\nWe have a substantial patent portfolio, consisting of issued patents and pending patent applications from the United States and multiple foreign jurisdictions. The portfolio includes\nboth organically grown patent assets and a large number of assets acq"}, {"title": "lyft.txt", "text": "uired from IBM as part of a\n\n\n\n\n 6\n\fTable of Contents\n\n\n\n\n2020 patent litigation settlement. We own a trademark portfolio with protections in more than 170 countries in which we currently operate for our primary brands \u2014 AIRBNB and our\nB\u00e9lo logo. Additionally, we own trademark protections around the world for other brands or protectable brand elements important to our business, including but not limited to Rausch,\nour primary corporate color, localizations, translations, and transliterations of our primary brands, and brands associated with businesses we have acquired. We have registered\ndomain names that we use in or relate to our business, such as the airbnb.com domain name and country code top level domain name equivalents.\n\nAvailable Information\n\nOur website address is www.airbnb.com. Information contained on, or that can be accessed through, our website does not constitute part of this Annual Report on Form 10-K. The\nU.S. Securities and Exchange Commission (\u201cSEC\u201d) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that\nfile electronically with the SEC at www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or\nfurnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, (the \u201cExchange Act\u201d) are also available free of charge on our investor relations\nwebsite (investors.airbnb.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.\n\nWe webcast our quarterly results calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we\nprovide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, and press and earnings releases, as part of our investor\nrelations website. The contents of these websites are not intended to be incorporated by reference into this report or in any other report or document we file.\n\n\n\n\n 7\n\fTable of Contents\n\n\n\n\nItem 1A. Risk Factors\n\nOur business, operations, and financia"}, {"title": "lyft.txt", "text": "l results are subject to various risks and uncertainties, including those described below, that could materially adversely affect our business,\nresults of operations, financial condition, and the trading price of our Class A common stock. The following material factors, among others, could cause our actual results to differ\nmaterially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with\ninvestors, and oral statements.\n\nRisks Related to Our Business\n\nOur revenue growth rate has slowed over time, and we expect it to continue to slow in the future.\n\nWe have experienced significant revenue growth in the past; however, our revenue growth rate has slowed over time and there is no assurance that historic growth rates will return.\nOur future revenue growth depends on the growth of supply and demand for listings on our platform, and our business is affected by general economic and business conditions\nworldwide as well as trends in the global travel and hospitality industries and the short and long-term accommodation regulatory landscape. In addition, we believe that our revenue\ngrowth depends upon a number of factors, including:\n\n \u2022 global macroeconomic conditions, including inflation and rising interest rates and recessionary concerns;\n \u2022 our ability to retain and grow the number of guests and Nights and Experiences Booked;\n \u2022 our ability to retain and grow the number of Hosts and the number of available listings on our platform;\n \u2022 events beyond our control such as pandemics and other health concerns, restrictions on travel and immigration, political, social or economic instability, including international\n disputes, war, or terrorism, trade disputes, economic downturns, and the impact of climate change on travel including the availability of preferred destinations and the\n increase in the frequency and severity of weather-related events, including fires, floods, droughts, extreme temperatures and ambient temperature increases, severe\n weather, and other natural disasters, and the impact of other climate change on seasonal destinations;\n \u2022 competition;\n \u2022 the legal and regulatory landscape and changes in the application of existing laws and regulations or adoption of new laws and regulations tha"}, {"title": "lyft.txt", "text": "t impact our business, Hosts,\n and/or guests, including changes in short-term occupancy, tax laws, and real estate broker laws;\n \u2022 the attractiveness of home sharing to prospective Hosts and guests;\n \u2022 the level of consumer awareness and perception of our brand;\n \u2022 our ability to build and strengthen trust and safety on our platform and among members of our community;\n \u2022 the level of spending on brand and performance marketing to attract Hosts and guests to our platform;\n \u2022 our ability to grow new offerings and tiers and to deepen our presence in certain geographies;\n \u2022 timing, effectiveness, and costs of expansion and upgrades to our platform and infrastructure;\n \u2022 the COVID-19 pandemic or any future pandemic or epidemic and its impact on the travel and accommodations industries; and\n \u2022 other risks described elsewhere in this Annual Report on Form 10-K.\n\nA softening of demand, whether caused by events outside of our control, such as the ongoing COVID-19 pandemic, challenging macroeconomic conditions, changes in Host and\nguest preferences, any of the other factors described above, or in this Annual Report on Form 10-K or otherwise, may result in decreased revenue and our business, results of\noperations, and financial condition would be materially adversely affected.\n\nIf we fail to retain existing Hosts or add new Hosts, or if Hosts fail to provide high-quality stays and experiences, our business, results of operations, and financial\ncondition would be materially adversely affected.\n\nOur business depends on Hosts maintaining their listings on our platform and engaging in practices that encourage guests to book those listings, including increasing the number of\nnights and experiences that are available to book, providing timely responses to inquiries from guests, offering a variety of desirable and differentiated listings at competitive prices\nthat meet the expectations of guests, and offering exceptional hospitality, services, and experiences to guests. These practices are outside of our direct control. If Hosts do not\nestablish or maintain a sufficient number of listings and availability for listings, the number of Nights and Experiences Booked declines for a particular period, or the price charged by\nHosts declines, our revenue would decline and our business, results of operations, and financial condi"}, {"title": "lyft.txt", "text": "tion would be materially adversely affected.\n\nHosts manage and control their spaces and experiences and typically market them on our platform with no obligation to make them available to guests for specified dates and with\nno obligation to accept bookings from prospective guests. We have had many Hosts list their properties on our platform in one period and cease to offer these properties in\nsubsequent periods for a variety of reasons. While we plan to continue to invest in our Host community and in tools to assist Hosts, these investments may not be successful in\ngrowing our Hosts and listings on our platform. In addition, Hosts may not establish or maintain listings if we cannot attract prospective guests to our platform and generate bookings\nfrom a large number of guests. If we are unable to retain existing Hosts or add new Hosts, or if Hosts elect to market their listings exclusively with a competitor or cross-list with a\ncompetitor, we may be unable to offer a sufficient supply and variety of properties or experiences to attract guests to use our platform. In particular, it is critical that we continue to\nattract and retain individual Hosts who list their spaces, including private rooms, primary homes, or vacation homes, on Airbnb. We attract individual Hosts predominantly through\norganic channels such as word of mouth and our strong brand recognition. If we are unable to attract and retain individual Hosts in a cost-effective manner, or at all, our business,\nresults of operations, and financial condition would be materially adversely affected.\n\nProfessional Hosts, including property management companies, serviced apartment providers, and boutique hotels, expand the types of listings available to our guests. These\nprofessional Hosts often list on our platform as well as on the platforms of our competitors. We do not\n\n\n\n\n 8\n\fTable of Contents\n\n\n\n\ncontrol whether professional Hosts provide us with a sizable allocation of rooms and competitive pricing relative to the same properties listed with other services. If we are not able to\neffectively deploy professional tools, application programming interfaces, and payment processes, work with third-party channel managers, and develop effective sales and account\nmanagement teams that address the needs of these professiona"}, {"title": "lyft.txt", "text": "l Hosts, we may not be able to attract and retain professional Hosts. If our fee structure and payment terms are not\nas competitive as those of our competitors, these professional Hosts may choose to provide less inventory and availability with us. Historically, we have seen an increase in the\nnumber of, and revenue from, professional Hosts on our platform. The uniqueness of listings on our platform will be negatively impacted if the number of individual Hosts does not\ngrow at the same rate.\n\nIn addition, the number of listings on Airbnb may decline as a result of a number of other factors affecting Hosts, including: the COVID-19 pandemic; enforcement or threatened\nenforcement of laws and regulations, including short-term occupancy and tax laws; private groups, such as homeowners, landlords, and condominium and neighborhood\nassociations, adopting and enforcing contracts that prohibit or restrict home sharing; leases, mortgages, and other agreements, or regulations that purport to ban or otherwise restrict\nhome sharing; Hosts opting for long-term rentals on other third-party platforms as an alternative to listing on our platform; economic, social, and political factors; perceptionsof trust\nand safety on and off our platform; negative experiences with guests, including guests who damage Host property, throw unauthorized parties, or engage in violent and unlawful\nacts; and our decision to remove Hosts from our platform for not adhering to our Host standards or other factors we deem detrimental to our community.\n\nWe believe that our Host protection programs, including those provided through AirCover for Hosts, are integral to retaining and acquiring Hosts. AirCover for Hosts includes but is\nnot limited to our Host Damage Protection program, which protects Hosts against guest property damage of up to $3 million, and our Host Liability Insurance and Experiences\nLiability Insurance, which provide liability insurance of up to $1 million, to protect our Hosts against qualifying third-party claims for personal injury or property damage. If we\ndiscontinue these programs or these programs prove less effective, whether because our payouts under these programs or our insurance premiums become cost prohibitive or for\nany other reason, then the number of Hosts who list with us may decline.\n\nIn addition, we have incurred, and may continue to incur, higher than normal paymen"}, {"title": "lyft.txt", "text": "ts via refunds and travel credit issuance to guests who cancel for reasons related to COVID-19.\nHosts and guests whose reservations are canceled under our extenuating circumstances policy, including for reasons related to COVID-19, have had and may continue to have a\nnegative view of such policy and may experience negative financial impacts as a result of such cancellations. This could materially negatively impact our relationship with our Hosts\nand guests, resulting in Hosts leaving our platform, removing their listings, and/or offering less availability, or fewer repeat guests, which in turn could have a material adverse impact\non our business, results of operations, and financial condition.\n\nIf we fail to retain existing guests or add new guests, our business, results of operations, and financial condition would be materially adversely affected.\n\nOur success depends significantly on existing guests continuing to book and attracting new guests to book on our platform. Our ability to attract and retain guests could be materially\nadversely affected by a number of factors discussed elsewhere in these \u201cRisk Factors,\u201d including:\n\n \u2022 events beyond our control such as the ongoing COVID-19 pandemic, other pandemics and health concerns, restrictions on travel, immigration, trade disputes, economic\n downturns, and the impact of climate change on travel including the availability of preferred destinations and the increase in the frequency and severity of weather-related\n events, including fires, floods, droughts, extreme temperatures and ambient temperature increases, severe weather and other natural disasters, and the impact of other\n climate change on seasonal destinations;\n \u2022 political, social, or economic instability;\n \u2022 Hosts failing to meet guests\u2019 expectations, including increased expectations for cleanliness in light of the COVID-19 pandemic;\n \u2022 increased competition and use of our competitors\u2019 platforms and services;\n \u2022 Hosts failing to provide differentiated, high-quality, and an adequate supply of stays or experiences at competitive prices;\n \u2022 guests not receiving timely and adequate community support from us;\n \u2022 our failure to provide new or enhanced offerings, tiers, or features that guests value;\n \u2022 declines or inefficiencies in our marketing efforts;\n \u2022 negative associations with, or reduced awar"}, {"title": "lyft.txt", "text": "eness of, our brand;\n \u2022 actual or perceived discrimination by Hosts in deciding whether to accept a requested reservation;\n \u2022 negative perceptions of the trust and safety on our platform; and\n \u2022 macroeconomic and other conditions outside of our control affecting travel and hospitality industries generally.\n\nIn addition, if our platform is not easy to navigate, guests have an unsatisfactory sign-up, search, booking, or payment experience on our platform, the listings and other content\nprovided on our platform is not displayed effectively to guests, we are not effective in engaging guests across our various offerings and tiers, or we fail to provide an experience in a\nmanner that meets rapidly changing demand, we could fail to convert first-time guests and fail to engage with existing guests, which would materially adversely affect our business,\nresults of operations, and financial condition.\n\nAny decline or disruption in the travel and hospitality industries or economic downturn could materially adversely affect our business, results of operations, and\nfinancial condition.\n\nOur financial performance is dependent on the strength of the travel and hospitality industries. The outbreak of COVID-19 and emergence of its variants caused many governments\nto implement quarantines and significant restrictions on travel or to advise that people remain at home where possible and avoid crowds, which has had a particularly negative\nimpact on cross-border travel. Other events beyond our control, such as unusual or extreme weather or natural disasters, such as earthquakes, hurricanes, fires, tsunamis, floods,\nsevere weather, droughts, extreme temperatures and ambient temperature increases, and volcanic eruptions, the frequency and severity of which may be increasingly impacted by\nclimate change in future years (although it is currently impossible to predict with accuracy the scale of such\n\n\n\n\n 9\n\fTable of Contents\n\n\n\n\nimpact), and travel-related health concerns including pandemics and epidemics such as Ebola, Zika, and Middle East Respiratory Syndrome, restrictions related to travel including\nCOVID-19 related vaccination requirements, trade or immigration policies, wars, such as the ongoing military action between Russia and Ukraine, terrorist attacks, sources of\npolitical"}, {"title": "lyft.txt", "text": "uncertainty, political unrest, protests, violence in connection with political or social events, foreign policy changes, regional hostilities, flight capacity restrictions, immigration\nrestrictions (including backlogs on passport renewals or limitations on visa grants), imposition of taxes or surcharges by regulatory authorities, changes in regulations, policies, or\nconditions related to sustainability, including climate change and climate-related migration, work stoppages, labor unrest, or travel-related accidents can disrupt travel globally or\notherwise result in declines in travel demand. Because many of these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and\nsuddenly affect travel behavior by consumers, and therefore demand for our platform and services, which could materially adversely affect our business, results of operations, and\nfinancial condition. In addition, increasing awareness of the impact of air travel on climate change and the impact of over-tourism may adversely impact the travel and hospitality\nindustries and demand for our platform and services, whether due to the imposition of policies and regulations or changing societal attitudes towards travel.\n\nAdditionally, the impact of macroeconomic conditions, including adverse economic conditions, are highly uncertain and cannot be predicted. Our financial performance is subject to\nglobal economic conditions and their impact on levels of discretionary consumer spending. Some of the factors that have an impact on discretionary consumer spending include\ngeneral economic conditions, worldwide or regional recession, unemployment, consumer debt, reductions in net worth, fluctuations in exchange rates, inflation, residential real estate\nand mortgage markets, taxation, energy prices, interest rates, consumer confidence, tariffs, and other macroeconomic factors. Additional adverse macroeconomic conditions,\nincluding inflation, slower growth or recession, higher interest rates, high unemployment, and currency fluctuations can adversely affect consumer confidence in spending and\nmaterially adversely affect the demand for travel or similar experiences. Additionally, consumer confidence and spending can be materially adversely affected in response to financial\nmarket volatility, negative financial news, conditions in the real estate and mortgage"}, {"title": "lyft.txt", "text": "markets, declines in income or asset values, energy shortages or cost increases, labor and\nhealthcare costs, and other economic factors. These factors may affect demand for our offerings, and uncertainty about global or regional economic conditions can also have a\nnegative adverse impact on the number of Hosts and guests who use our platform. Consumer preferences tend to shift to lower-cost alternatives during recessionary periods and\nother periods in which disposable income is adversely affected, which could lead to a decline in the bookings and prices for stays and experiences on our platform and an increase\nin cancellations, and thus result in lower revenue. Leisure travel in particular, which accounts for a substantial majority of our current business, is dependent on discretionary\nconsumer spending levels. Downturns in worldwide or regional economic conditions have led to a general decrease in leisure travel and travel spending in the past, and similar\ndownturns in the future may materially adversely impact demand for our platform and services. Such a shift in consumer behavior would materially adversely affect our business,\nresults of operations, and financial condition.\n\nThe COVID-19 pandemic has materially adversely impacted, and may continue to adversely impact, our business, results of operations, and financial condition.\n\nSince early 2020, the world has been and continues to be impacted by COVID-19 and its variants. Government regulations in response to the pandemic and changes in social\nbehaviors have closed or limited certain government functions, businesses, or have otherwise limited social or public gatherings. Such mitigation measures that have impacted our\nbusiness include travel restrictions or quarantine and shelter-in-place orders. These responses, which continue to shift as variants or outbreaks of COVID-19 continue to develop,\nhave had and may continue to have a material adverse impact on our business and operations and on travel behavior and demand.\n\nGlobal economic conditions and consumer trends have shifted since early 2020 in response to the COVID-19 pandemic, and continue to persist and may have a long-lasting\nadverse impact on us and the travel industry independently of the progress of the pandemic.\n\nThe extent of the continued impact of the COVID-19 pandemic or any future pandemic or epidemic on our business and financial result"}, {"title": "lyft.txt", "text": "s will depend largely on future developments\nglobally and within the United States, the prevalence of local, national, and international travel restrictions (including new or reinstated restrictions as a result of COVID-19 variants or\nother highly infectious diseases), vaccination requirements in connection with travel, and impacts and fluctuations in demand for travel, including air travel or gas prices. To the\nextent the COVID-19 pandemic continues to impact our business, results of operations, and financial condition, it may also have the effect of heightening many of the other risks\ndescribed in these \u201cRisk Factors\u201d or elsewhere in this Annual Report on Form 10-K. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic or any future\npandemic or epidemic and changes in macroeconomic conditions that are not currently foreseeable, may materially adversely impact our business, results of operations, and\nfinancial condition.\n\nWe have previously incurred net losses and our Adjusted EBITDA and Free Cash Flow have declined in prior periods. We may once again incur net losses and see a\ndecline in Adjusted EBITDA and Free Cash Flow and we may not be able to sustain profitability.\n\nAlthough we had net income of $1.9 billion for the year ended December 31, 2022, we incurred net losses of $4.6 billion and $352.0 million for the years ended December 31, 2020\nand 2021, respectively. As of December 31, 2022, we had an accumulated deficit of $6.0 billion. Any failure to increase our revenue or any failure to manage an increase in our\noperating expenses could prevent us from sustaining profitability as measured by net income, operating income, or Adjusted EBITDA.\n\nAdditionally, stock-based compensation expense related to restricted stock units (\u201cRSUs\u201d) and other equity awards will continue to be a significant expense in future periods. In\naddition, in the first quarter of 2022, we began using corporate cash to make required tax payments associated with the vesting of employee RSUs and withhold a corresponding\nnumber of shares from employees. We anticipate that we will spend substantial funds to satisfy tax withholding and remittance obligations when we settle employee RSUs.\n\nAlthough we had positive Adjusted EBITDA of $1.6 billion and $2.9 billion for the years ended December 31, 2021 and 2022, respectively, we had negative Adjusted EBITDA of\n$(2"}, {"title": "lyft.txt", "text": "51.0) million for the year ended December 31, 2020. Our Free Cash Flow was $(777.9) million, $2.3 billion, and $3.4 billion for the years ended December 31, 2020, 2021 and\n2022, respectively. While our Adjusted EBITDA and Free Cash Flow increased in 2021 and 2022, we may experience declines in Adjusted EBITDA and Free Cash Flow in the future.\nAdverse developments in our\n\n\n\n\n 10\n\fTable of Contents\n\n\n\n\nbusiness, including lower than anticipated revenue, higher than anticipated operating expenses, impacts of the ongoing COVID-19 pandemic and net unfavorable changes in\nworking capital, could result in a negative trend in our Adjusted EBITDA and Free Cash Flow. If our future Adjusted EBITDA or Free Cash Flow fail to meet investor or analyst\nexpectations, it is likely to have a materially adverse effect on our stock price. Adjusted EBITDA and Free Cash Flow are supplemental metrics that are not calculated and presented\nin accordance with generally accepted accounting principles in the United States of America (\u201cU.S. GAAP\u201d or \u201cGAAP\u201d). See the section titled \u201cManagement\u2019s Discussion and\nAnalysisof Financial Condition and Results of Operations \u2014 Key Business Metrics and Non-GAAP Financial Measures\u201d for a reconciliation of Adjusted EBITDA and Free Cash Flow\nto the most directly comparable financial measure stated in accordance with GAAP and for additional information.\n\nThe business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors.\n\nWe operate in a highly competitive environment and we face significant competition in attracting Hosts and guests.\n\n \u2022 Hosts. We compete to attract, engage, and retain Hosts on our platform to list their spaces and experiences. Hosts have a range of options for listing their spaces and\n experiences, both online and offline. It is also common for Hosts to cross-list their offerings. We compete for Hosts based on many factors, including the volume of bookings\n generated by our guests; ease of use of our platform (including onboarding, community support, and payments); the service fees we charge; Host protections, such as our\n Host Liability Insurance, Experiences Liability Insurance, and Host Damage Protection program; and our brand"}, {"title": "lyft.txt", "text": ".\n\n \u2022 Guests. We compete to attract, engage, and retain guests on our platform. Guests have a range of options to find and book spaces, hotel rooms, serviced apartments, and\n other accommodations and experiences, both online and offline. We compete for guests based on many factors, including unique inventory and availability of listings, the\n value and all-in cost of our offerings relative to other options, our brand, ease of use of our platform, the relevance and personalization of search results, the trust and safety\n of our platform, and community support.\n\nWe believe that our competitors include:\n\n \u2022 OTAs such as Booking Holdings (including the brands Booking.com, KAYAK, Priceline.com, and Agoda.com); Expedia Group (including the brands Expedia, Vrbo,\n HomeAway, Hotels.com, Orbitz, and Travelocity); Trip.com Group (including the brands Ctrip.com, Trip.com, Qunar, Tongcheng-eLong, and SkyScanner); Hopper; Meituan\n Dianping; Fliggy (a subsidiary of Alibaba); Despegar; MakeMyTrip; and other regional OTAs;\n \u2022 Internet search engines, such as Google, including its travel search products; Baidu; and other regional search engines;\n \u2022 Listing and meta search websites, such as TripAdvisor, Trivago, Mafengwo, AllTheRooms.com, Hometogo, Holidu, and Craigslist;\n \u2022 Hotel chains, such as Marriott, Hilton, Accor, Wyndham, InterContinental, OYO, and Huazhu, as well as boutique hotel chains and independent hotels;\n \u2022 Property management companies, such as Vacasa, Sonder, Inspirato, Evolve, Awaze, and other regional property management companies; and\n \u2022 Online platforms offering experiences, such as Viator, GetYourGuide, Klook, Traveloka, TUI Musement, and KKDay.\n\nOur competitors are adopting aspects of our business model, which could affect our ability to differentiate our offerings from competitors. Increased competition could result in\nreduced demand for our platform from Hosts and guests, slow our growth, and materially adversely affect our business, results of operations, and financial condition.\n\nMany of our current and potential competitors enjoy substantial competitive advantages over us, such as greater name and brand recognition, longer operating histories, larger\nmarketing budgets, and loyalty programs, as well as substantially greater financial, technical, and other resources. In addition, our current"}, {"title": "lyft.txt", "text": "or potential competitors have access to\nlarger user bases and/or inventory for accommodations, and may provide multiple travel products, including flights. As a result, our competitors may be able to provide consumers\nwith a better or more complete product experience and respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or Host and\nguest requirements or preferences. The global travel industry has experienced significant consolidation, and we expect this trend may continue as companies attempt to strengthen\nor hold their market positions in a highly competitive industry. Consolidation amongst our competitors will give them increased scale and may enhance their capacity, abilities, and\nresources, and lower their cost structures. In addition, emerging start-ups may be able to innovate and focus on developing a new product or service faster than we can or may\nforesee consumer need for new offerings or technologies before we do.\n\nThere are now numerous competing companies that offer homes for booking, which may be cross-listed on our platform, listed on competing platforms, and/or available through\ndirect booking sites. Some ofthese competitors also aggregate property listings obtained through various sources, including the websites of property managers. Some of our Hosts\nhave chosen to cross-list their properties, which reduces the availability of such properties on our platform. When properties are cross-listed, the price paid by guests on our platform\nmay be or may appear to be less competitive for a number of reasons, including differences in fee structure and policies, which may cause guests to book through other services,\nwhich could materially adversely affect our business, results of operations, and financial condition. Certain property managers reach out to our Hosts and guests to incentivize them\nto list or book directly with them and bypass our platform, and certain Hosts may encourage transactions outside of our platform, which reduces the use of our platform and services.\n\nSome of our competitors or potential competitors have more established or varied relationships with consumers than we do, and they could use these advantages in ways that could\naffect our competitive position, including by entering the travel and accommodations businesses. For example, some competitors or potential competi"}, {"title": "lyft.txt", "text": "tors are creating \u201csuper-apps\u201d\nwhere consumers can use many online services without leaving that company\u2019s app, e.g., in particular regions, such as Asia, where e-commerce transactions are conducted\nprimarily through apps on mobile devices. If any of these platforms are successful in offering services similar to ours to consumers, or if we are unable to offer our services to\nconsumers within these super-apps, our customer acquisition efforts could be less effective and our customer acquisition costs,\n\n\n\n\n 11\n\fTable of Contents\n\n\n\n\nincluding our brand and performance marketing expenses, could increase, any of which could materially adversely affect our business, results of operations, and financial condition.\nWe also face increasing competition from search engines including Google. How Google presents travel search results, and its promotion of its own travel meta-search services,\nsuch as Google Travel and Google Vacation Rental Ads, or similar actions from other search engines, and their practices concerning search rankings, could decrease our search\ntraffic, increase traffic acquisition costs, and/or disintermediate our platform. These parties can also offer their own comprehensive travel planning and booking tools, or refer leads\ndirectly to suppliers, other favored partners, or themselves, which could also disintermediate our platform. In addition, if Google or Apple use their own mobile operating systems or\napp distribution channels to favor their own or other preferred travel service offerings, or impose policies that effectively disallow us to continue our full product offerings in those\nchannels, it could materially adversely affect our ability to engage with Hosts and guests who access our platform via mobile apps or search.\n\nLaws, regulations, and rules that affect the short-term rental, long-term rental, and home sharing business have limited and may continue to limit the ability or\nwillingness of Hosts to share their spaces over our platform and expose our Hosts or us to significant penalties, which have had and could continue to have a material\nadverse effect on our business, results of operations, and financial condition.\n\nSince we began our operations in 2008, there have been and continue to be legal and regulatory developments that affect the short-term"}, {"title": "lyft.txt", "text": "rental, long-term rental, and home sharing\nbusiness. Hotels and groups affiliated with hotels have engaged and will likely continue to engage in various lobbying and political efforts for stricter regulations governing our\nbusiness in both local and national jurisdictions. Other private groups, such as homeowners, landlords, and condominium and neighborhood associations, have adopted contracts or\nregulations that purport to ban or otherwise restrict short-term rentals, and third-party lease agreements between landlords and tenants, home insurance policies, and mortgages\nmay prevent or restrict the ability of Hosts to list their spaces. These groups and others cite concerns around affordable housing and over-tourism in major cities among other issues,\nand some state and local governments have implemented or considered implementing rules, ordinances, or regulations governing the short-term or long-term rental of properties\nand/or home sharing. For example, in December 2021, the European Commission closed a consultation in relation to a potential EU Short Term Rental Instrument which, if enacted,\ncould have a material impact on the way short-term rentals are regulated in the EuropeanUnion and the obligations on platforms (including around data sharing or the need to\nenforce registration schemes). In response, in November 2022, the European Commission proposed a regulation intended to enhance and harmonize transparency, registration, and\nreporting requirements for short term rental platforms. Specific obligations include steps to enhance the transparency of certain host information on the platform (such as host\nregistration numbers where required locally) and reporting by the platform to local authorities (including, for example, Host information, length of stay, and number of guests). If\nenacted, this regulation could have a material impact on the way short-term rentals are regulated in the European Union and would require additional resources to assess our\ncompliance and make appropriate adjustments in order to comply with its requirements. This regulation is intended to complement the DSA (defined below), such that relevant\nplatforms, including ours, will be subject to both of these pieces of legislation.\n\nLegislation in other regions also could have a material impact on the way short-term and long-term rentals are regulated. Such regulations include ordinan"}, {"title": "lyft.txt", "text": "ces that restrict or ban\nHosts from short-term rentals or long-term rentals, set annual caps on the number of days Hosts can share their homes, require Hosts to register with the municipality or city, or\nrequire Hosts to obtain permission before offering short-term rentals, or impose obligations on us to assist in the enforcement of these regulations. For example, in New York City a\nlaw enacted in 2022 limits the properties that can host short-term rentals. It also contains several new obligations for short-term rental hosts and platforms. In addition, some\njurisdictions regard short-term rental or home sharing as \u201chotel use\u201d and claim that such use constitutes a conversion of a residential property to a commercial property. In November\n2022, the Digital Services Act (the \u201cDSA\u201d) came into force. The majority of the substantive provisions of the DSA will begin to take effect between 2023 and 2024. The DSA will\ngovern, among other things, potential liability for illegal content on platforms, the traceability of traders, and transparency reporting obligations, including information on \u201cmonthly\nactive recipients\u201d in the European Union. The DSA may increase our compliance costs and require additional resources as well as changes to our processes and operations.\nMacroeconomic pressures and public policy concerns could continue to lead to new laws and regulations, or interpretations of existing laws and regulations, or widespread\nenforcement actions that limit the ability of Hosts to share their spaces. If laws, regulations, rules, or agreements significantly restrict or discourage Hosts in certain jurisdictions from\nsharing their properties, it would have a material adverse effect on our business, results of operations, and financial condition.\n\nWhile a number of cities and countries have implemented legislation to address short-term rentals, there are many others that are not yet explicitly addressing or enforcing short-\nterm rental or long-term rental laws, and could follow suit and enact regulations with direct requirements on platforms such as Airbnb. New laws, regulations, government policies, or\nchanges in their interpretations in the over 100,000 cities and towns where we operate entail significant challenges and uncertainties. In the event of any such changes, pre-existing\nbookings may not be honored and current and future listings and bookings could decli"}, {"title": "lyft.txt", "text": "ne significantly, and our relationship with our Hosts and guests could be negatively impacted,\nwhich would have a materially adverse effect on our business, results of operations, and financial condition. For example, if new regulations requiring us to share Host data with\nsuch governmental organizations or to ensure that Hosts have a registration or permit number before publishing their listings or some other form of regulation are implemented, our\nrevenue from listings there may be substantially reduced due to the departure from our platform of Hosts who do not wish to share their data or to obtain a registration or permit\nnumber. A reduction in supply and cancellations could make our platform less attractive to guests, and any reduction in the number of guests could further reduce the number of\nHosts on our platform.\n\nWhile we seek to work with governments, we have in the past been, and are likely in the future to become, involved in disputes with government agencies regarding such laws and\nregulations. For example, some governments have attempted to impose fines on us regarding what they contend is illegal offering of short-term accommodations in violation of\napplicable laws. Certain jurisdictions have adopted laws and regulations that seek to impose various types of taxes, including lodging taxes, often known as transient or occupancy\ntaxes, on our guests, collection and remittance obligations on our Hosts and/or us, and withholding obligations on us, as more fully described in our risk factor titled \u201c\u2014 Uncertainty in\nthe application of taxes to our Hosts, guests, or platform could increase our tax liabilities and may discourage Hosts and guests from conducting business on our platform.\u201d In\naddition, some third parties and regulators have asserted and may in the future assert that we, through our operations, are subject to regulations with respect to short-term rentals,\nHost registration, licensing, and other requirements for the listing of accommodations and experiences, such as real estate broker or agent\n\n\n\n\n 12\n\fTable of Contents\n\n\n\n\nlicenses, travel agency licenses, e-commerce platform operator, and insurance-related licenses. We could be held liable and incur significant financial and potential criminal\npenalties if we are found to have violated any of thes"}, {"title": "lyft.txt", "text": "e regulations. In certain jurisdictions, we have resolved disputes concerning the application of these laws and regulations by\nagreeing, among other things, to remove listings from our platform at the request of government entities, to require Hosts to enter a permit or registration number or take other action\nbefore publishing listings on our platform, to share certain data with government agencies to assist in the enforcement of limits on short-term or long-term rentals as well as the\nenforcement of safety regulations, and to implement measures to confirm to the government that Hosts are operating in compliance with applicable law. When a government agency\nseeks to apply laws and regulations in a manner that limits or curtails Hosts\u2019 or guests\u2019 ability or willingness to list and search for accommodations in that particular geography, we\nhave attempted and may continue to attempt through litigation or other means to defend against such application of laws and regulations, but have sometimes been and may\ncontinue to be unsuccessful in certain of those efforts. Further, if we or our Hosts and guests were required to comply with laws and regulations, government requests, or\nagreements with government agencies that adversely impact our relations with Hosts and guests, our business, results of operations, and financial condition would be materially\nadversely affected. Moreover, if we enter an agreement with a government or governmental agency to resolve a dispute, the terms of such agreement may be publicly available and\ncould create a precedent that may lead to similar disputes in other jurisdictions and may put us in a weaker bargaining position in future disputes with other governments.\n\nWe are subject to a wide variety of complex, evolving, and sometimes inconsistent and ambiguous laws and regulations that may adversely impact our operations and\ndiscourage Hosts and guests from using our platform, and that could cause us to incur significant liabilities including taxes, compliance costs, fines, and criminal\npenalties, which could have a material adverse effect on our business, results of operations, and financial condition.\n\nHosts list, and guests search for, stays and experiences on our platform in more than 220 countries and regions, and in over 100,000 cities and towns throughout the world. There\nare national, state, local, and foreign laws and regulation"}, {"title": "lyft.txt", "text": "s in jurisdictions that relate to or affect our business. Moreover, the laws and regulations of each jurisdiction in which we\noperate are distinct and may result in inconsistent or ambiguous interpretations among local, regional, or national laws or regulations applicable to our business. Compliance with\nlaws and regulations of different jurisdictions imposing varying standards and requirements is burdensome for businesses like ours, imposes added cost and increases potential\nliability to our business, and makes it difficult to realize business efficiencies and economies of scale. For example, we incur significant operational costs to comply with requirements\nof jurisdictions and cities that have disparate requirements around tax collection, tax reporting, Host registration, limits on lengths of stays, and other regulations, each of which\nrequire us to dedicate significant resources to provide the infrastructure and tools needed on our platform for our Hosts to meet these legal requirements and for us to fulfill any\nobligations we may have. The complexity of our platform and changes required to comply with the large number of disparate requirements can lead to compliance gaps if our internal\nresources cannot keep up with the pace of regulatory change and new requirements imposed on our platform, or if our platform does not work as intended or has errors or bugs.\nEnvironmental, health, and safety requirements have also become increasingly stringent, and our costs, and our Hosts\u2019 costs, to comply with such requirements may increase as a\nresult. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our Hosts\u2019\nproperties or result in significant additional expense and operating restrictions on us.\n\nIt may be difficult or impossible for us to investigate or evaluate laws or regulations in all cities, countries, and regions. The application of existing laws and regulations to our\nbusiness and platform can be unclear and may be difficult for Hosts, guests, and us to understand and apply, and are subject to change, as governments or government agencies\nseek to apply legacy systems of laws or adopt new laws to new online business models in the travel and accommodations industries, including ours. Uncertain and unclear\napplication of such laws and regulations"}, {"title": "lyft.txt", "text": "to Host and guest activity and our platform could cause and has caused some Hosts and guests to leave or choose not to use our platform,\nreduce supply and demand for our platform and services, increase the costs of compliance with such laws and regulations, and increase the threat of litigation or enforcement\nactions related to our platform, all of which would materially adversely affect our business, results of operations, and financial condition. See also our risk factor titled \u201c\u2014 We could\nface liability for information or content on or accessible through our platform.\u201d\n\nThere are laws that apply to us, and there are laws that apply to our Hosts and/or guests. While we require our Hosts and guests to comply with their own independent legal\nobligations under our terms of service, we have limited means of enforcing or ensuring the compliance of our Hosts and guests with all applicable legal requirements. Sometimes\ngovernments try to hold us responsible for laws that apply to our Hosts and/or guests. Whether applicable to us, our Hosts, and/or our guests, the related consequences arising out\nof such laws and regulations, including penalties for violations of and costs to maintain compliance with such laws and regulations, have had and could continue to have a material\nadverse effect on our reputation, business, results of operations, and financial condition.\n\nWe take certain measures to comply, and to help Hosts comply, with laws and regulations, such as requiring registration numbers to be displayed on a listing profile for listings in\nsome jurisdictions where such registration is required. These measures, changes to them, and any future measures we adopt could increase friction on our platform, and reduce the\nnumber of listings available on our platform from Hosts and bookings by guests, and could reduce the activity of Hosts and guests on our platform. We may be subject to additional\nlaws and regulations which could require significant changes to our platform that discourage Hosts and guests from using our platform. Our newer offerings, such as Airbnb\nExperiences, are subject to similar or other laws, regulations, and regulatory actions. In particular, if we become more involved in Hosts\u2019 listings and conduct related to bookings,\nthen we are more likely to draw scrutiny and additional regulations from governments and undercut various defenses we may have t"}, {"title": "lyft.txt", "text": "o claims or attempts to regulate us, which further\nconstrain our business and impose additional liability on us as a platform.\n\nIn addition to laws and regulations directly applicable to the short-term rental, long-term rental, and home sharing business as discussed in our risk factor titled \u201c\u2014 Laws, regulations,\nand rules that affect the short-term rental, long-term rental, and home sharing business have limited and may continue to limit the ability or willingness of Hosts to share their spaces\nover our platform and expose our Hosts or us to significant penalties, which could have a material adverse effect on our business, results of operations, and financial condition,\u201d we\nare subject to laws and regulations governing our business practices, the Internet, e-commerce, and electronic devices, including those relating to taxation, data privacy, data\nsecurity, pricing, content, advertising, discrimination, consumer protection, protection of minors, copyrights,\n\n\n\n\n 13\n\fTable of Contents\n\n\n\n\ndistribution, messaging, mobile communications, electronic device certification, electronic waste, electronic contracts, communications, Internet access, competition, and unfair\ncommercial practices. We are also subject to laws and regulations governing the provision of online payment services and insurance services, the design and operation of our\nplatform, and the operations, characteristics, and quality of our platform and services. We are also subject to federal, state, local, and foreign laws regulating employment, employee\nworking conditions, including wage and hour laws, employment dispute and employee bargaining processes, collective and representative actions, employment classification, and\nother employment compliance requirements.\n\nAs a result of the COVID-19 pandemic, many jurisdictions have adopted and may continue to adopt or modify laws, rules, regulations, and/or decrees intended to address the\nCOVID-19 pandemic, including implementing travel restrictions, such as vaccination requirements for travel to and/or from certain regions. In addition, many jurisdictions have limited\nsocial mobility and gatherings. As the COVID-19 pandemic or related restrictions continue, governments, corporations, and other authorities may continue to implement restrictions\nor policies that cou"}, {"title": "lyft.txt", "text": "ld further restrict the ability of our Hosts and guests to participate on our platform.\n\nThere is increased governmental interest in regulating technology companies in areas including platform content, data privacy, data security, intellectual property protection, ethical\nmarketing, tax, data localization and data access, artificial intelligence or algorithm-based bias or discrimination, competition, and real estate broker related activities. In addition,\nincreasing governmental interest in, and public awareness of, the impacts and effects of climate change and greater emphasis on sustainability by federal, state, and international\ngovernments could lead to further regulatory efforts to address the carbon impact of housing and travel. In particular, the current regulatory landscape regarding climate change\n(including disclosure requirements and requirements regarding energy and water use and efficiency), both within the United States and in many other locations where we operate\nworldwide, is evolving at a pace, and is likely to continue to develop in ways, that require our business to adapt. Many U.S. states, either individually or through multi-state regional\ninitiatives, have begun to address greenhouse gas emissions, including disclosure requirements relating thereto, and some U.S. states have also adopted various environmental,\nsocial and governance (\u201cESG\u201d)-related efforts, initiatives and requirements. As a result, governments may enact new laws and regulations and/or view matters or interpret laws and\nregulations differently than they have in the past, including laws and regulations which are responsive to ESG trends or otherwise seek to reduce the carbon emissions relating to\ntravel and set minimum energy efficiency requirements, which could materially adversely affect our business, results of operations, and financial condition. In particular, stricter\nregulation in relation to energy and water use and efficiency requirements could lead to a reduced number of listings in affected jurisdictions. The legislative landscape continues to\nbe in a state of constant change as well as legal challenge with respect to these laws and regulations, making it difficult to predict with certainty the ultimate impact they will have on\nour business in the aggregate. We incur significant expenses and commit significant resources so that our platform can comply with appl"}, {"title": "lyft.txt", "text": "icable laws and regulations; however, there\nis no assurance that we will be able to fully implement technical upgrades and other system implementations in a timely manner since implementations often involve building new\ninfrastructure and tools, which contain the inherent risk of unplanned errors and defects, and in certain instances we may be unable to respond to legislation or regulation in a way\nthat fully mitigates any negative impacts our business.\n\nAny new or existing laws and regulations applicable to existing or future business areas, including amendments to or repeal of existing laws and regulations, or new interpretations,\napplications, or enforcement of existing laws and regulations, could expose us to substantial liability, including significant expenses necessary to comply with such laws and\nregulations, and materially adversely impact bookings on our platform, thereby materially adversely affecting our business, results of operations, and financial condition. For\nexample, the UK laws and regulations that impact our UK and EU operations, including those relating to payment processing, data privacy and data security, legal protection for\nplatforms, workers\u2019 rights, andintellectual property changed or may change following the United Kingdom\u2019s departure from the European Union. The Omnibus Directive also\nintroduces stricter penalties for breaches of consumer protection law. This includes an introduction of fines as a mandatory element of penalties in some situations and higher\namounts, as well as additional information requirements. The Collective Redress Directive replaced its predecessor in November 2020. This relatively new Directive allows for the\nrecovery of monetary compensation on behalf of large classes of consumers, and greatly extends the scope to new areas, including for example misleading and comparative\nadvertising, data privacy and data security. The European Union is also enhancing the regulation of digital services, and in November 2022, the DSA came into force. The majority of\nthe substantive provisions of the DSA will begin to take effect between 2023 and 2024. The DSA will govern, among other things, potential liability for illegal content on platforms,\ntraceability of traders, and transparency reporting obligations, including information on \u201cmonthly active recipients\u201d in the European Union. The DSA may increase compliance costs"}, {"title": "lyft.txt", "text": "and require additional resources as well as changes to our processes and operations. In parallel, the Digital Markets Act (the \u201cDMA\u201d) came into force in November 2022 and\nintroduces ex ante regulation of certain large online platforms. We do not anticipate being designated a regulated gatekeeper platform for the purposes of the DMA although this\ncould change at some point in the future. Some European jurisdictions (such as Germany) have also introduced new competition rules in relation to digital platforms similar to the\nDMA at the national level. These laws may contain certain regulatory requirements and/or obligations that could negatively impact the business of companies like ours. Furthermore,\nsome of our Hosts or some of our offerings may now or in the future be subject to the European Package Travel Directive, which imposes various obligations upon package\nproviders and upon marketers of travel packages, such as disclosure obligations to consumers and liability to consumers. Our efforts to influence legislative and regulatory proposals\nhave an uncertain chance of success, could be limited by laws regulating lobbying or advocacy activity in certain jurisdictions, and even ifsuccessful, could be expensive and time\nconsuming, and could divert the attention of management from operations.\n\nWe are subject to regulatory inquiries, litigation, and other disputes, which have materially adversely affected and could materially adversely affect our business,\nresults of operations, and financial condition.\n\nWe have been, and expect to continue to be, a party to various legal and regulatory claims, litigation or pre-litigation disputes, and proceedings arising in the normal course of\nbusiness. The number and significance of these claims, disputes, and proceedings have increased as our company has grown larger, the number of bookings on our platform has\nincreased, there is increased brand awareness, and the scope and complexity of our business have expanded, and we expect they will continue to increase.\n\nWe have been, and expect to continue to be, subject to various government inquiries, investigations, audits, and proceedings related to legal and regulatory requirements such as\ncompliance with laws related to short-term rentals, long-term rentals, and home sharing, tax, escheatment, consumer protection, pricing and currency display, advertising,\ndiscrimination, da"}, {"title": "lyft.txt", "text": "ta sharing, payment processing, data\n\n\n\n\n 14\n\fTable of Contents\n\n\n\n\nprivacy, data security, cancellation policies, and competition. In many cases, these inquiries, investigations, and proceedings can be complex, time consuming, costly to investigate,\nand require significant company and also management attention. For certain matters, we are implementing recommended changes to our products, operations, and compliance\npractices, including enabling tax collection, tax reporting, display of Host registration numbers, and removal of noncompliant listings. We are unable to predict the outcomes and\nimplications of such inquiries, investigations, and proceedings on our business, and such inquiries, investigations, and proceedings could result in damages, large fines and\npenalties, and require changes to our products and operations, and materially adversely affect our brand, reputation, business, results of operations, and financial condition. In some\ninstances, applicable laws and regulations do not yet exist or are being adopted and implemented to address certain aspects of our business, and such adoption or change in their\ninterpretation could further alter or impact our business and subject us to future government inquiries, investigations, and proceedings.\n\nWe have been involved in litigation with national governments, trade associations and industry bodies, municipalities, and other government authorities, including as a plaintiff and as\na defendant, concerning laws seeking to limit or outlaw short-term and long-term rentals and to impose obligations or liability on us as a platform. In the United States, we have been\ninvolved in various lawsuits concerning whether our platform is responsible for alleged wrongful conduct by Hosts who engage in short-term rentals. Claims in such cases have\nalleged illegal hotel conversions, real estate license requirements, violations of municipal law around short-term occupancy or rentals, unlawful evictions, or violations of lease\nprovisions or homeowners\u2019 association rules. Legal claims have been asserted for alleged discriminatory conduct undertaken by Hosts against certain guests, and for our own\nplatform policies or business practices. Changes to the interpretation of the applicability of fair housing, civil rights, or other statutes"}, {"title": "lyft.txt", "text": "to our business or the conduct of our users could\nmaterially adversely impact our business, results of operations, and financial condition. We may also become more vulnerable to third-party claims as U.S. laws such as the Digital\nMillennium Copyright Act (\u201cDMCA\u201d), the Stored Communications Act, and the Communications Decency Act (\u201cCDA\u201d), and non-U.S. laws such as the DSA and the European E-\nCommerce Directive and its national transpositions are interpreted by the courts or otherwise modified or amended, as our platform and services to our Hosts and guests continue to\nexpand, and as we expand geographically into jurisdictions where the underlying laws with respect to the potential liability of online intermediaries such as ourselves are either\nunclear or less favorable.\n\nIn addition, we face claims and litigation relating to fatalities, shootings, other violent acts, illness (including COVID-19), cancellations and refunds, personal injuries, property\ndamage, carbon monoxide incidents, hidden camera incidents, and privacy violations that occurred at listings or experiences during a booking made on our platform. We also have\nhad putative class action litigation and government inquiries, and could face additional litigation and government inquiries and fines relating to our business practices, cancellations,\nand other consequences due to natural disasters or other unforeseen events beyond our control such as wars, regional hostilities, health concerns, including epidemics and\npandemics such as COVID-19, or law enforcement demands, and other regulatory actions.\n\nNotwithstanding the decision of the Court of Justice of the European Union (\u201cCJEU\u201d) on December 19, 2019 ruling that Airbnb is a provider of information society services under the\nE-Commerce Directive, there continue to be new laws and government initiatives within the European Union attempting to regulate Airbnb as a platform. In several cases, national\ncourts are evaluating whether certain local rules imposing obligations on platforms can be enforced against us. For example, we are challenging laws in various European\njurisdictions requiring short-term rental platforms to act as withholding tax agent for Host income taxes, to collect and remit tourist taxes, and to disclose user data. Adverse rulings in\nthese national cases are possible and could result in changes to our business practices in significan"}, {"title": "lyft.txt", "text": "t ways, increased operating and compliance costs, and lead to a loss of revenue\nfor us. In addition, the DSA came into force in November 2022, and amends certain aspects of the E-Commerce Directive to enhance the rules that apply to platforms.\n\nIn addition, in the ordinary course of business, disputes may arise because we are alleged to have infringed third parties\u2019 intellectual property or in which we agree to provide\nindemnification to third parties with respect to certain matters, including losses arising from our breach of such agreements or from intellectual property infringement claims, or where\nwe make other contractual commitments to third parties. We also have indemnification agreements with certain of our directors, executive officers, and certain other employees that\nrequire us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. We may be subject to litigation\nstemming from these obligations.\n\nWe are also subject to unclaimed or abandoned property (escheatment) laws which require us to turn over to government authorities the property of others held by us that has been\nunclaimed for a period specified by such laws, as well as audits by government authorities regarding our escheatment practices, which may result in additional escheatment of\nunclaimed property and payment of interest and penalties. The laws governing unclaimed property matters are complex and subject to varying interpretations by companies and\ngovernment authorities. An unfavorable audit could negatively impact our results of operations and cash flows in future periods.\n\nAdverse results in any regulatory inquiry, litigation, legal proceedings, audit, or claims may include awards of potentially significant monetary damages, including statutory damages\nfor certain causes of action in certain jurisdictions, penalties, fines, compensation orders, injunctive relief, royalty or licensing agreements, or orders preventing us from offering\ncertain services. Moreover, many regulatory inquiries, litigation, legal proceedings, or claims are resolved by settlements that can include both monetary and nonmonetary\ncomponents. Adverse results or settlements may result in changes in our business practices in significant ways, increased operating and compliance costs, and a loss of revenue. In\naddition, any lit"}, {"title": "lyft.txt", "text": "igation or pre-litigation claims against us, whether or not meritorious, are time consuming, require substantial expense, and result in the diversion of significant\noperational resources. We use various software platforms that in some instances have limited functionality which may impede our ability to fully retrieve records. In addition, our\ninsurance may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed. As we continue to grow,\nregulatory inquiries, litigation, legal proceedings, and other claims will continue to consume significant company resources and adverse results in future matters could materially\nadversely affect our business, results of operations, and financial condition.\n\n\n\n\n 15\n\fTable of Contents\n\n\n\n\nIf we are unable to manage the risks presented by our business model internationally, our business, results of operations, and financial condition would be materially\nadversely affected.\n\nWe are a global platform with Hosts in more than 220 countries and regions and over 100,000 cities and towns, anda global guest community. As of December 31, 2022, we had\noffices in 29 cities and had approximately 2,820 employees located internationally. For the year ended December 31, 2022, 54% of our revenue was generated from listings outside\nof the United States. We expect to continue to make investments to expand our international operations. Managing a global organization is difficult, time consuming, and expensive,\nand requires significant management attention and careful prioritization, and any international expansion efforts that we may undertake may not be successful. In addition,\nconducting international operations subjects us to risks, which include:\n\n \u2022 operational and compliance challenges caused by distance, language, and cultural differences;\n \u2022 the cost and resources required to localize our platform and services, which often requires the translation of our platform into foreign languages and adaptation for local\n practices and regulatory requirements;\n \u2022 unexpected, more restrictive, differing, and conflicting laws and regulations, including those laws governing Internet activities, short-term and long-term rentals (including\n those implemented in"}, {"title": "lyft.txt", "text": "response to the COVID-19 pandemic), tourism, tenancy, taxes, licensing, payments processing, messaging, marketing activities, registration and/or\n verification of guests, ownership of intellectual property, content, data collection and privacy, security, data localization, data transfer and government access to personal\n information, and other activities important to our business;\n \u2022 uncertainties regarding the interpretation of national and local laws and regulations, uncertainty in the enforceability of legal rights, and uneven application of laws and\n regulations to businesses, in particular U.S. companies;\n \u2022 competition with companies that understand local markets better than we do, or that have a local presence and pre-existing relationships with potential Hosts and guests in\n those markets;\n \u2022 differing levels of social acceptance of home sharing, our brand, and offerings;\n \u2022 legal uncertainty regarding our liability for the listings, the services, and content provided by Hosts, guests, and other third parties;\n \u2022 uncertain resolutions of litigation or regulatory inquiries;\n \u2022 variations in payment forms for Hosts and guests, increased operational complexity around payments, and inability to offer local payment forms like cash or country specific\n digital forms of payment;\n \u2022 lack of familiarity and the burden of complying with a wide variety of U.S. and foreign laws, legal standards, and regulatory requirements, which are complex, sometimes\n inconsistent, and subject to unexpected changes;\n \u2022 potentially adverse tax consequences, including resulting from the complexities of foreign corporate income tax systems, value added tax (\u201cVAT\u201d) regimes, tax withholding\n rules, lodging taxes, often known as transient or occupancy taxes, hotel taxes, and other indirect taxes, tax collection or remittance obligations, and restrictions on the\n repatriation of earnings;\n \u2022 difficulties in managing and staffing international operations, including due to differences in legal, regulatory, and collective bargaining processes;\n \u2022 fluctuations in currency exchange rates, and in particular, decreases in the value of foreign currencies relative to the U.S. dollar;\n \u2022 regulations governing the control of local currencies and impacting the ability to collect and remit funds to"}, {"title": "lyft.txt", "text": "Hosts in those currencies or to repatriate cash into the United\n States;\n \u2022 oversight by foreign government agencies whose approach to privacy or human rights may be inconsistent with that taken in other countries;\n \u2022 increased financial accounting and reporting burdens, and complexities and difficulties in implementing and maintaining adequate internal controls in an international\n operating environment;\n \u2022 political, social, and economic instability abroad, terrorist attacks, and security concerns in general;\n \u2022 operating in countries that are more prone to crime or have lower safety standards;\n \u2022 operating in countries that have higher risk of corruption; and\n \u2022 reduced or varied protection for our intellectual property rights in some countries.\n\nIncreased operating expenses, decreased revenue, negative publicity, negative reaction from our Hosts and guests and other stakeholders, or other adverse impacts from any of the\nabove factors or other risks related to our international operations could materially adversely affect our brand, reputation, business, results of operations, and financial condition.\n\nIn addition, we will continue to incursignificant expenses to operate our outbound business in China, and we may never achieve profitability in that market. These factors, combined\nwith sentiment of the workforce in China, and China\u2019s policy towards foreign direct investment may particularly impact our operations in China. In addition, we need to ensure that\nour business practices in China are compliant with local laws and regulations, which may be interpreted and enforced in ways that are different from our interpretation, and/or create\nobligations on us that are costly to meet or conflict with laws in other jurisdictions and which may not be implemented within regulatory timelines.\n\nWe are subject to various requirements and requests from government agencies to share information on users who use services in China through our platform. Failure to comply\nwith such requests or other requirements as interpreted by government agencies may lead to impairment or disruption to our business and operations, including failing to obtain or\nlosing the necessary licenses to operate in China, the blocking of our platform and services in China, and/or enforcement action against our community, corporate entities, or\nofficers. Our fa"}, {"title": "lyft.txt", "text": "ilure to comply with such requests or requirements, or conversely our compliance with such requests or requirements, could materially adversely affect our brand,\nreputation, business, results of operations, and financial condition. Further, given that our headquarters is in the United States, any significant or prolonged deterioration in U.S.-\nChina bilateral relations or escalation of geo-political risk in China could adversely affect our outbound business in China.\n\nThe Chinese government has adopted laws, regulations, and implementation measures that govern the dissemination of content over the Internet and data processing in China.\nThese impose additional requirements for certain categories of operators, and are continuing to develop and be clarified. At this point, it is uncertain what obligations will apply to us\nin the future, and we cannot predict what impact these new laws and regulations or the increased costs of compliance, if any, will have on our operations in China. Actions by the\nU.S. government\n\n\n\n\n 16\n\fTable of Contents\n\n\n\n\ncould also impair our ability to effectively operatein China, including through the use of Executive Orders or trade blacklists to ban or limit the use of services provided by Chinese\nthird parties.\n\nWe conduct our business in China through a variable interest entity (\u201cVIE\u201d) and a wholly-foreign owned entity. We do not own shares in our VIE and instead rely on contractual\narrangements with the equity holders of our VIE to operate our business in China because foreign investment is restricted or prohibited. Under our contractual arrangements, we\nmust rely on the VIE and the VIE equity holders to perform their obligations in order to exercise our control over the VIE. The VIE equity holders may have conflicts of interest with us\nor our stockholders, and they may not act in our best interests or may not perform their obligations under these contracts. If our VIE or its equity holders fail to perform their\nrespective obligations under the contractual arrangements, we may not be able to enforce our rights. In addition, if the Chinese government deems that the contractual\narrangements in relation to our VIE do not comply with Chinese governmental restrictions on foreign investment, or if these regulations or their interpretation changes"}, {"title": "lyft.txt", "text": "in the future,\nwe could be subject to penalties, be forced to cease our operations in China, or be subject to restrictions in the future, and we may incur additional compliance costs. The contractual\narrangements with our VIE may also be subject to scrutiny by the Chinese tax authorities and any adjustment of related party transaction pricing could lead to additional taxes.\n\nWe could face liability for information or content on or accessible through our platform.\n\nWe could face claims relating to information or content that is made available on our platform. Our platform relies upon content that is created and posted by Hosts, guests, or other\nthird parties. Although content on our platform is typically generated by third parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm,\nintellectual property infringement, or other alleged damages could be asserted against us, in addition to our Hosts and guests. While we rely on a variety of statutory and common-\nlaw frameworks and defenses, including those provided by the DMCA, the CDA, the fair-use doctrine and various tort law defenses in the United States and the E-Commerce\nDirective in the European Union and other regulations, differences between statutes, limitations on immunity or responsibility, requirements to maintain immunity or proportionate\nresponsibility, and moderation efforts in the many jurisdictions in which we operate may affect our ability to rely on these frameworks and defenses, or create uncertainty regarding\nliability for information or content uploaded by Hosts and guests or otherwise contributed by third-parties to our platform.\n\nMoreover, regulators in the United States and in other countries may introduce new regulatory regimes that increase potential liability for information or content available on our\nplatform. For example, in the United States, laws such as the CDA, which have previously been interpreted to provide substantial protection to interactive computer service\nproviders, may change and become less predictable or unfavorable by legislative action or juridical interpretation. Additionally, there have been various federal legislative efforts to\nrestrict the scope of the protections available to online platforms under the CDA, and current protections from liability for third-party content in the United States could decrease or\nchange. There"}, {"title": "lyft.txt", "text": "is proposed U.S. federal legislation seeking to hold platforms liable for user-generated content, including content related to short-term or long-term rentals. We could\nincur significant costs investigating and defending such claims and, if we are found liable, significant damages.\n\nThe European Union is also reviewing the regulation of digital services. In November 2022, the DSA came into force. The majority of the substantive provisions of the DSA will begin\nto take effect between 2023 and 2024. The DSA will govern, among other things, potential liability for illegal content on platforms, traceability of traders, and transparency reporting\nobligations. Some European jurisdictions have also proposed or intend to pass legislation that imposes new obligations and liabilities on platforms with respect to certain types of\nharmful content.\n\nWhile the scope and timing of these proposals are currently evolving, if enacted and applied to our platform, the new rules may adversely affect our business. In countries in Asia\nand Latin America, generally there are not similar statutes as the CDA or E-Commerce Directive. The laws of countries in Asia and Latin America generally provide for direct liability if\na platform is involved in creating such content or has actual knowledge of the content without taking action to take it down. Further, laws in some Asian countries also provide for\nprimary or secondary liability, which can include criminal liability, if a platform failed to take sufficient steps to prevent such content from being uploaded. Because liability often flows\nfrom information or content on our platform and/or services accessed through our platform, as we continue to expand our offerings, tiers, and scope of business, both in terms of the\nrange of offerings and services and geographical operations, we may face or become subject to additional or different laws and regulations. Our potential liability for information or\ncontent created by third parties and posted to our platform could require us to implement additional measures to reduce our exposure to such liability, may require us to expend\nsignificant resources, may limit the desirability of our platform to Hosts and guests, may cause damage to our brand or reputation, and may cause us to incur time and costs\ndefending such claims in litigation, thereby materially adversely affecting our business, results"}, {"title": "lyft.txt", "text": "of operations, and financial condition.\n\nIn the European Union, the Consumer Rights Directive and the Unfair Commercial Practices Directive harmonized consumer rights across the EU member states. In 2018, the\nEuropean Commission and a group of European consumer protection authorities (through the Consumer Protection Cooperation Network) investigated our customer terms and price\ndisplay practices, which required us to make certain changes to our terms and price display practices. If Consumer Protection Regulators find that we are in breach of consumer\nprotection laws, we may be fined or required to change our terms and processes, which may result in increased operational costs. Consumers and certain Consumer Protection\nAssociations may also bring individual claims against us if they believe that our terms and/or business practices are not in compliance with local consumer protection laws. Currently,\nclass actions may also be brought in certain countries in the European Union, and the Collective Redress Directive extends the right to collective redress across the European\nUnion.\n\nMaintaining and enhancing our brand and reputation is critical to our growth, and negative publicity could damage our brand and thereby harm our ability to compete\neffectively, and could materially adversely affect our business, results of operations, and financial condition.\n\nOur brand and our reputation are among our most important assets. Maintaining and enhancing our brand and reputation is critical to our ability to attract Hosts, guests, and\nemployees, to compete effectively, to preserve and deepen the engagement of our existing Hosts,\n\n\n\n\n 17\n\fTable of Contents\n\n\n\n\nguests, and employees, to maintain and improve our standing in the communities where our Hosts operate, including our standing with community leaders and regulatory bodies,\nand to mitigate legislative or regulatory scrutiny, litigation, and government investigations. We are heavily dependent on the perceptions of Hosts and guests who use our platform to\nhelp make word-of-mouth recommendations that contribute to our growth.\n\nAny incident, whether actual or rumored to have occurred, involving the safety or security of listings, Hosts, guests, or other members of the public, fraudulent transactions, or\nincidents that are mistake"}, {"title": "lyft.txt", "text": "nly attributed to Airbnb, and any media coverage resulting therefrom, could create a negative public perception of our platform, which would adversely\nimpact our ability to attract Hosts and guests. In addition, when Hosts cancel reservations or if we fail to provide timely refunds to guests in connection with cancellations, guest\nperception of the value of our platform is adversely impacted and may cause guests to not use our platform in the future. The impact of these issues may be more pronounced if we\nare seen to have failed to provide prompt and appropriate community support or our platform policies are perceived to be too permissive, too restrictive, or providing Hosts and/or\nguests with unsatisfactory resolutions. We have been the subject of media reports, social media posts, blogs, and other forums that contain allegations about our business or activity\non our platform that create negative publicity. As a result of these complaints and negative publicity, some Hosts have refrained from, and may in the future refrain from, listing with\nus, and some guests have refrained from, and may in the future refrain from, using our platform, which could materially adversely affect ourbusiness, results of operations, and\nfinancial condition.\n\nIn addition, our brand and reputation could be harmed if we fail to act responsibly or are perceived as not acting responsibly, or fail to comply with regulatory requirements as\ninterpreted by certain governments or agencies thereof, in a number of other areas, such as safety and security, data security, privacy practices, provision of information about users\nand activities on our platform, sustainability, human rights (including in respect of our own operations and throughout our supply chain), matters associated with our broader supply\nchain (including Hosts, guests, and other business partners), sustainability issues associated with human travel and migration, increased energy and water consumption, diversity,\nnon-discrimination, and support for employees and local communities. Media, legislative, or government scrutiny around our company, including the perceived impact on affordable\nhousing and over-tourism, neighborhood nuisance, privacy practices, provision of information as requested by certain governments or agencies thereof, content on our platform,\nbusiness practices and strategic plans, impact of travel on the cl"}, {"title": "lyft.txt", "text": "imate and local environment, and public health policies that may cause geopolitical backlash, our business partners,\nprivate companies where we have minority investments, and our practices relating to our platform, offerings, employees, competition, litigation, and response to regulatory activity,\ncould adversely affect our brand and our reputation with our Hosts, guests, and communities. Social media compounds the potential scope of the negative publicity that could be\ngenerated and the speed with which such negative publicity may spread. Any resulting damage to our brand or reputation could materially adversely affect our business, results of\noperations, and financial condition.\n\nIn addition, we rely on our Hosts and guests to provide trustworthy reviews and ratings that our Hosts or guests may rely upon to help decide whether or not to book a particular\nlisting or accept a particular booking and that we use to enforce quality standards. We rely on these reviews to further strengthen trust among members of our community. Our Hosts\nand guests may be less likely to rely on reviews and ratings if they believe that our review system does not generate trustworthy reviews and ratings.We have procedures in place to\ncombat fraud or abuse of our review system, but we cannot guarantee that these procedures are or will be effective. In addition, if our Hosts and guests do not leave reliable reviews\nand ratings, other potential Hosts or guests may disregard those reviews and ratings, and our systems that use reviews and ratings to enforce quality standards would be less\neffective, which could reduce trust within our community and damage our brand and reputation, and could materially adversely affect our business, results of operations, and\nfinancial condition.\n\nHost, guest, or third-party actions that are criminal, violent, inappropriate, or dangerous, or fraudulent activity, may undermine the safety or the perception of safety of\nour platform and our ability to attract and retain Hosts and guests and materially adversely affect our reputation, business, results of operations, and financial\ncondition.\n\nWe have no control over or ability to predict the actions of our users and other third parties, such as neighbors or invitees, either during the guest\u2019s stay, experience, or otherwise,\nand therefore, we cannot guarantee the safety of our Hosts, guests, and third partie"}, {"title": "lyft.txt", "text": "s. The actions of Hosts, guests, and other third parties have resulted and can further result in\nfatalities, injuries, other bodily harm, fraud, invasion of privacy, property damage, discrimination, brand, and reputational damage, which have created and could continue to create\npotential legal or other substantial liabilities for us. We do not verify the identity of all of our Hosts and guests nor do we verify or screen third parties who may be present during a\nreservation made through our platform. Our identity verification processes rely on, among other things, information provided by Hosts and guests, and our ability to validate that\ninformation and the effectiveness of third-party service providers that support our verification processes may be limited. In addition, we do not currently and may not in the future\nrequire users to re-verify their identity following their successful completion of the initial verification process. Certain verification processes, including legacy verification processes on\nwhich we previously relied, may be less reliable than others. We screen against certain regulatory, terrorist, and sanctions watch lists, conduct criminal background checks for certain\nU.S. Hosts, U.S. guests, and Hosts in India, and conduct additional screening processes to flag and investigate suspicious activities. These processes are beneficial but not\nexhaustive and have limitations due to a variety of factors, including laws and regulations that prohibit or limit our ability to conduct effective background checks in some jurisdictions,\nthe unavailability and inaccuracy of information, and the inability of our systems to detect all suspicious activity. There can be no assurances that these measures will significantly\nreduce criminal or fraudulent activity on our platform. The criminal background checks for certain U.S. Hosts, U.S. guests, and Hosts in India, and other screening processes rely on,\namong other things, information provided by Hosts and guests, our ability to validate that information, the accuracy, completeness, and availability of the underlying information\nrelating to criminal records, the digitization of certain records, the evolving regulatory landscape in this area such as in the data privacy and data security space, and on the\neffectiveness of third-party service providers that may fail to conduct such background checks adequately or"}, {"title": "lyft.txt", "text": "disclose information that could be relevant to a determination of\neligibility, and we do not run criminal background checks and other screening processes on third parties who may be present during a reservation made through our platform.\n\nIn addition, we have not in the past and may not in the future undertake to independently verify the safety, suitability, location, quality, compliance with Airbnb policies or standards,\nand legal compliance, such as fire code compliance or the presence of carbon monoxide detectors, hidden cameras or pool safety, of all our Hosts\u2019 listings or experiences. We have\nnot in the past and may not in the future\n\n\n\n\n 18\n\fTable of Contents\n\n\n\n\nundertake to independently verify the location, safety, or suitability of experiences for individual guests, the suitability, qualifications, or credentials of experiences Hosts, or the\nqualifications of individual experiences guests. In the limited circumstances where we have undertaken the verification or screening of certain aspects of Host qualifications, listings\nor experiences, the scope of such processes may be limitedand rely on, among other things, information provided by Hosts and guests and the ability of our internal teams or third-\nparty vendors to adequately conduct such verification or screening practices. In addition, we have not in the past taken and may not in the future take steps to re-verify or re-screen\nHost qualifications, listings, or experiences following initial review. We have in the past relied, and may in the future, rely on Hosts and guests to disclose information relating to their\nlistings and experiences and such information may be inaccurate or incomplete. We have created policies and standards to respond to issues reported with listings, but certain\nlistings may pose heightened safety risks to individual users because those issues have not been reported to us or because our customer support team has not taken the requisite\naction based on our policies. We rely, at least in part, on reports of issues from Hosts and guests to investigate and enforce many of our policies and standards. In addition, our\npolicies may not contemplate certain safety risks posed by listings or individual Hosts or guests or may not sufficiently address those risks.\n\nWe have also faced civil li"}, {"title": "lyft.txt", "text": "tigation, regulatory investigations, and inquiries involving allegations of, among other things, unsafe or unsuitable listings, discriminatory policies, data\nprocessing, practices, or behavior on and off our platform or by Hosts, guests, and third parties, general misrepresentations regarding the safety or accuracy of offerings on our\nplatform, and other Host, guest, or third-party actions that are criminal, violent, inappropriate, dangerous, or fraudulent. While we recognize that we need to continue to build trust\nand invest in innovations that will support trust when it comes to our policies, tools, and procedures to help protect Hosts, guests, and the communities in which our Hosts operate,\nwe may not be successful in doing so. Similarly, listings that are inaccurate, of a lower than expected quality, or that do not comply with our policies may harm guests and public\nperception of the quality and safety of listings on our platform and materially adversely affect our reputation, business, results of operations, and financial condition.\n\nIf Hosts, guests, or third parties engage in criminal activity, misconduct, fraudulent, negligent, or inappropriate conduct or use our platform as a conduit for criminal activity,\nconsumers may not consider our platform and the listings on our platform safe, and we may receive negative media coverage, or be subject to involvement in a government\ninvestigation concerning such activity, which could adversely impact our brand and reputation, and lower the adoption rate of our platform. For example:\n\n \u2022 there have been shootings, fatalities, and other criminal or violent acts on properties booked on our platform, including as a result of unsanctioned house parties;\n \u2022 there have been incidents of sexual violence against Hosts, guests, and third parties, and we have seen higher incident rates of such conduct associated with private room\n and shared space listings;\n \u2022 there have been undisclosed and hidden cameras at properties; and\n \u2022 there have been incidents of Hosts and guests engaging in criminal, fraudulent, or unsafe behavior and other misconduct while using our platform.\n\nThe methods used by perpetrators of fraud and other misconduct are complex and constantly evolving, and our trust and security measures have been, and may currently or in the\nfuture be, insufficient to detect and help prevent all f"}, {"title": "lyft.txt", "text": "raudulent activity and other misconduct; for example:\n\n \u2022 there have been incidents where Hosts have misrepresented the quality and location or existence of their properties, in some instances to send guests to different and inferior\n properties;\n \u2022 there have been incidents where guests have caused substantial property damage to listings or misrepresented the purpose of their stay and used listings for unauthorized or\n inappropriate conduct including parties, sex work, drug-related activities, or to perpetrate criminal activities;\n \u2022 there have been instances where users with connected or duplicate accounts have circumvented or manipulated our systems, in an effort to evade account restrictions,\n create false reviews, or engage in fraud or other misconduct;\n \u2022 there have been incidents where fraudsters have created fake guest accounts, fake Host accounts, or both, to perpetrate financial fraud; and\n \u2022 situations have occurred where Hosts or guests mistakenly or unintentionally provide malicious third parties access to their accounts, which has allowed those third parties to\n take advantage of our Hosts and guests.\n\nIn addition, certain regions where we operate have higher rates of violent crime or varying safety requirements, which can lead to more safety and security incidents, and may\nadversely impact the adoption of our platform in those regions and elsewhere.\n\nIf criminal, inappropriate, fraudulent, or other negative incidents continue to occur due to the conduct of Hosts, guests, or third parties, our ability to attract and retain Hosts and\nguests would be harmed, and our business, results of operations, and financial condition would be materially adversely affected. Such incidents have prompted, and may in the\nfuture prompt, stricter home sharing regulations or regulatory inquiries into our platform policies and business practices. In the United States and other countries, we have seen\nlistings being used for parties in violation of Airbnb\u2019s policies which have in some cases resulted in neighborhood disruption or violence. Further, claims have been asserted against\nus from our Hosts, guests, and third parties for compensation due to fatalities, accidents, injuries, assaults, theft, property damage, data privacy and data security issues, fraudulent\nlistings, and other incidents that are caused by other Ho"}, {"title": "lyft.txt", "text": "sts, guests, or third parties while using our platform. These claims subject us to potentially significant liability and increase\nour operating costs and could materially adversely affect our business, results of operations, and financial condition. We have obtained some third-party insurance, which is subject\nto certain conditions and exclusions, for claims and losses incurred based on incidents related to bookings on our platform. Our third-party insurance, which may or may not be\napplicable to all claims, may be inadequate to fully cover alleged claims of liability, investigation costs, defense costs, and/or payouts. Even if these claims do not result in liability, we\ncould incur significant time and cost investigating and defending against them. As we expand our offerings and tiers, or if the quantity or severity of incidents increases, our\ninsurance rates and our financial exposure will grow, which would materially adversely affect our business, results of operations, and financial condition.\n\n\n\n\n 19\n\fTable of Contents\n\n\n\n\nMeasures that we are taking to improve the trust and safety ofour platform may cause us to incur significant expenditures and may not be successful.\n\nWe have taken and continue to take measures to improve the trust and safety on our platform, combat fraudulent activities and other misconduct and improve community trust, such\nas requiring identity and other information from Hosts and guests, attempting to confirm the location of listings, removing suspected fraudulent listings or listings repeatedly reported\nby guests to be significantly not as described, and removing Hosts and guests who fail to comply with our policies. These measures are long-term investments in our business and\nthe trust and safety of our community. However, some of these measures increase friction on our platform by increasing the number of steps required to list or book, which reduces\nHost and guest activity on our platform, and could materially adversely affect our business. Implementing the trust and safety initiatives we have announced, which include limited\nverification of Hosts and listings, restrictions on \u201cparty\u201d houses, restrictions on certain types of bookings, and our neighbor hotline, or other initiatives, has caused and will continue to\ncause us to incur sign"}, {"title": "lyft.txt", "text": "ificant ongoing expenses and may result in fewer listings and bookings or reduced Host and guest retention, which could also materially adversely affect our\nbusiness. As we operate a global platform, the timing and implementation of these measures will vary across geographies and may be restricted by local law requirements. We have\ninvested and plan to continue to invest significantly in the trust and safety of our platform, but there can be no assurances that these measures will be successful, significantly reduce\ncriminal or fraudulent activity on or off our platform, or be sufficient to protect our reputation in the event of such activity.\n\nFurthermore, we have established community standards, but those standards may not always be effectively enforced, communicated to, or consistently understood by all parts of\nour community. For example, while we require and communicate to Hosts and guests to make certain commitments with respect to diversity and belonging when they join Airbnb,\nthese standards and requirements are not always well understood by all parts of our community. As a result, Hosts and guests may be surprised or disappointed when their\nexpectations are not met.\n\nGrowing focus on evolving environmental, social, and governance issues (\u201cESG\u201d) by shareholders, customers, regulators, politicians, employees, and other\nstakeholders may impose additional risks and costs on our business.\n\nESG matters have become an area of growing and evolving focus among our shareholders and other stakeholders, including among customers, employees, regulators, politicians,\nand the general public in the United States and abroad. In particular, companies, including Airbnb, face heightened expectations with respect to their practices, disclosures, and\nperformance in relation to climate change, diversity, equity and inclusion, human rights, energy and water consumption, human capital management, data privacy and security, and\nsupply chains (including human rights issues), among other topics.\n\nWe are committed to maintaining strong relationships with all of our key stakeholders, including our Hosts, guests, the communities within which we operate in, employees, and\nshareholders and we have taken and continue to take steps to serve each of our stakeholder groups. We also endeavor to maintain productive relationships with regulators and\nother constituencies with whom we engage"}, {"title": "lyft.txt", "text": ". Notwithstanding our commitments to stakeholders and intentions with respect to other constituencies, if we fail to meet evolving investor,\nregulator, and other stakeholder expectations on ESG matters, if we are perceived not to have responded appropriately or in a timely manner to ESG issues that are material, or\nperceived to be material, to our business (including failing to pursue or achieve our stated goals, targets and objectives within the timelines we announce, failing to satisfy reporting\nand disclosure expectations or requirements, or if there are real or perceived inaccuracies in the data and information we report), if we fail to accurately report ESG-related data, or if\nwe fail to fully understand, reflect, disclose, mitigate or manage risks associated with environmental or social matters, we may experience harm to our brand and reputation, adverse\npress coverage, a reduction in our attractiveness as an investment, greater regulatory scrutiny and potential legal claims, greater difficulties in attracting and retaining customers and\ntalent, increased costs associated with our legal compliance, insurance, or access to capital, and as a consequence, our business, results of operations, financial condition, and/or\nstock price could be materially adversely affected. We also expect to incur additional costs and require additional resources to monitor, report, and comply with our various ESG\ncommitments and reporting obligations.\n\nWe rely on traffic to our platform to grow revenue, and if we are unable to drive traffic cost-effectively, it would materially adversely affect our business, results of\noperations, and financial condition.\n\nWe believe that maintaining and strengthening our brand is an important aspect of our efforts to attract and retain Hosts and guests. In particular, we rely on marketing to drive guest\ntraffic to our platform. We have invested considerable resources into establishing and maintaining our brand. As a result of the COVID-19 pandemic, we realigned our organizational\npriorities to further increase our focus on individual Hosts and brand marketing, while reducing performance marketing.\n\nOur brand marketing efforts include a variety of online and offline marketing distribution channels. Our brand marketing efforts are expensive and may not be cost-effective or\nsuccessful. If our competitors spend increasingly more on brand market"}, {"title": "lyft.txt", "text": "ing efforts, we may not be able to maintain and grow traffic to our platform.\n\nWe have used performance marketing products offered by search engines and social media platforms to distribute paid advertisements that drive traffic to our platform. The\nremainder of our traffic comes through direct or unpaid channels, which include brand marketing and search engine optimization (\u201cSEO\u201d). A critical factor in attracting Hosts and\nguests to our platform is how prominently listings are displayed in response to search queries for key search terms. The success of home sharing and our brand has led to increased\ncosts for relevant keywords as our competitors competitively bid on our keywords, including our brand name. Our strategy is to increase brand marketing and use the strength of our\nbrand to attract more guests via direct or unpaid channels. However, we may not be successful at our efforts to drive traffic growth cost-effectively. If we are not able to effectively\nincrease our traffic growth without increases in spend on performance marketing, we may need to increase our performance marketing spend in the future, including in response to\nincreased spend on performance marketing from ourcompetitors, and our business, results of operations, and financial condition could be materially adversely affected.\n\n\n\n\n 20\n\fTable of Contents\n\n\n\n\nThe technology that powers much of our performance marketing is increasingly subject to strict regulation, and regulatory or legislative changes could adversely impact the\neffectiveness of our performance marketing efforts and, as a result, our business. For example, we rely on the placement and use of \u201ccookies\u201d \u2014 text files stored on a Host or\nguest\u2019s web browser or device \u2014 and related and similar technologies to support tailored marketing to consumers. Many countries have adopted, or are in the process of adopting,\nregulations governing the use of cookies and similar technologies, and individuals may be required to \u201copt-in\u201d to the placement of cookies used for purposes of marketing. For\nexample, we are subject to evolving EU and UK privacy laws on cookies, tracking technologies, and e-marketing. In the European Union and United Kingdom under national laws\nderived from the ePrivacy Directive, informed consent is often required for the placemen"}, {"title": "lyft.txt", "text": "t of a cookie or similar technology on a user\u2019s device and for direct electronic marketing. The\nGDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type\nof cookie or similar technology. The GDPR and similar laws also strictly regulate our use of personal data for marketing purposes. Additional legislation in this space is anticipated,\nwhich may increase the burden on our business and fines for non-compliance. While the text of the ePrivacy Regulation is still under development, recent European court and\nregulatory decisions as well as guidance are driving increased attention to cookies and tracking technologies, in particular in the online behavioral advertising ecosystem. We are\nseeing increased proactive enforcement activity in this area by European data regulators coupled with investigations flowing from complaints made by privacy activist groups. In the\nUnited States, several states have enacted laws that regulate the use of consumers\u2019 personal information for marketing purposes. In California, the California Consumer Privacy Act\n(as amended by the California Privacy Rights and Enforcement Act of 2020) (\u201cCCPA\u201d ) gives consumers the right to opt out of the \u201csale\u201d or \u201c sharing\u201d or their personal information,\nwhere sharing is specifically tied to sharing of personal information for cross-context behavioral advertising. With respect to the sale or sharing of personal information, the California\nAttorney General recently signaled an intent to aggressively enforce the CCPA\u2019s requirements on consumer opt-outs of the sale of personal information. Additionally, laws going into\neffect in 2023 in Virginia, Colorado, Connecticut, and Utah give consumers the right to opt out of \u201ctargeted advertising.\u201d\n\nIf the trend continues of increasing regulation and enforcement by regulators of the technology we use for marketing, this could lead to substantial costs, require significant systems\nchanges, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs, and subject us to additional\nliabilities. We could also face negative publicity or reputation damage as a result of regulatory action or from being named in complaints or enforcement actions about our practices.\nWidesp"}, {"title": "lyft.txt", "text": "read adoption of regulations that significantly restrict our ability to use performance marketing technology could adversely affect our ability to market effectively to current and\nprospective Hosts and guests, and thus materially adversely affect our business, results of operations, and financial condition. Additionally, some providers of consumer devices and\nweb browsers have implemented means to make it easier for consumers to prevent the placement of cookies, to block other tracking technologies or to require new permissions\nfrom consumers for certain activities, which could, if widely adopted, significantly reduce the effectiveness of our marketing efforts.\n\nWe focus on unpaid channels such as SEO. SEO involves developing our platform in a way that enables a search engine to rank our platform prominently for search queries for\nwhich our platform\u2019s content may be relevant. Changes to search engine algorithms or similar actions are not within our control, and could adversely affect our search-engine\nrankings and traffic to our platform. We believe that our SEO results have been adversely affected by the launch of Google Travel and Google Vacation Rental Ads, which reduce the\nprominence of our platform in organic search results for travel-related terms and placement on Google. To the extent that our brand and platform are listed less prominently or fail to\nappear in search results for any reason, we would need to increase our paid marketing spend which would increase our overall customer acquisition costs and materially adversely\naffect our business, results of operations, and financial condition. If Google or Apple uses its own mobile operating systems or app distribution channels to favor its own or other\npreferred travel service offerings, or impose policies that effectively disallow us to continue our full product offerings in those channels, there could be an adverse effect on our ability\nto engage with Hosts and guests who access our platform via mobile apps or search.\n\nMoreover, as guests increase their booking activity across multiple travel sites or compare offerings across sites, our marketing efficiency and effectiveness is adversely impacted,\nwhich could cause us to increase our sales and marketing expenditures in the future, which may not be offset by additional revenue, and could materially adversely affect our\nbusiness, results of operations"}, {"title": "lyft.txt", "text": ", and financial condition. In addition, any negative publicity or public complaints, including those that impede our ability to maintain positive brand\nawareness through our marketing and consumer communications efforts, could harm our reputation and lead to fewer Hosts and guests using our platform, and attempts to replace\nthis traffic through other channels will require us to increase our sales and marketing expenditures.\n\nOur indebtedness could materially adversely affect our financial condition. Our indebtedness and liabilities could limit the cash flow available for our operations,\nexpose us to risks that could materially adversely affect our business, results of operations, and financial condition, and impair our ability to satisfy our obligations\nunder our indebtedness.\n\nIn March 2021, we issued $2.0 billion aggregate principal amount of 0% convertible senior notes due 2026 (the \"2026 Notes\"). In addition, on October 31, 2022, we entered into a\nfive-year unsecured revolving credit facility with $1.0 billion of initial commitments from a group of lenders (\u201c2022 Credit Facility\u201d). As of December 31, 2022, there were no\nborrowings outstanding under the 2022 Credit Facility, andwe had total outstanding letters of credit of $28.5 million under the 2022 Credit Facility. We may also incur additional\nindebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and\nfinancial condition by, among other things:\n\n \u2022 increasing our vulnerability to adverse economic and industry conditions;\n \u2022 limiting our ability to obtain additional financing;\n \u2022 requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other\n purposes;\n \u2022 limiting our flexibility to plan for, or react to, changes in our business;\n \u2022 diluting the interests of our existing stockholders as a result of issuing shares of our Class A common stock upon conversion of the 2026 Notes; and\n \u2022 placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.\n\n\n\n\n 21\n\fTable of Contents\n\n\n\n\nThe occurrence of an"}, {"title": "lyft.txt", "text": "y one of these events could have a material adverse effect on our business, results of operations, and financial condition, and ability to satisfy our obligations\nunder our indebtedness.\n\nOur ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2026 Notes, depends on our future performance, which\nis subject to economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient funds, and we may otherwise be unable to maintain\nsufficient cash reserves, to pay amounts due under our indebtedness, including the 2026 Notes, and our cash needs may increase in the future.\n\nIn addition, our existing credit agreement for our 2022 Credit Facility contains, and any future indebtedness that we may incur may contain, financial and other restrictive covenants\nthat limit our ability to operate our business, raise capital or make payments under our other indebtedness. The covenants in the agreement governing our 2022 Credit Facility (the\n\u201cCredit Agreement\u201d), among other things, limit our and our subsidiaries\u2019 abilities to:\n\n \u2022 incur additional indebtedness at subsidiaries that are not guarantors of the 2022 Credit Facility;\n \u2022 create or incur additional liens;\n \u2022 partake in sale/leaseback transactions;\n \u2022 engage in certain fundamental changes, including mergers or consolidations; and\n \u2022 enter into negative pledge clauses and clauses restricting subsidiary distributions.\n\nIn addition, we are subject to a leverage ratio and fixed charge coverage ratio covenants.\n\nIf we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in\nthat and our other indebtedness becoming immediately payable in full.\n\nWe may be unable to raise the funds necessary to repurchase the 2026 Notes for cash following a fundamental change, or to pay any cash amounts due upon\nconversion, and our future indebtedness may limit our ability to repurchase the 2026 Notes or pay cash upon their conversion.\n\nHolders of the 2026 Notes may, subject to limited exceptions, require us to repurchase their 2026 Notes following a fundamental change (as defined in the indenture governing the\n2026 Notes) at a cash repurchase price generally equal to the principal amount"}, {"title": "lyft.txt", "text": "of the 2026 Notes to be repurchased, plus accrued and unpaid special interest or additional interest,\nif any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in shares of our Class A common stock.\nWe may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2026 Notes or pay the cash amounts due upon conversion. In\naddition, applicable law, regulatory authorities and the agreements governing our future indebtedness may restrict our ability to repurchase the 2026 Notes or pay the cash amounts\ndue upon conversion, if any. Our failure to repurchase the 2026 Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indenture\ngoverning the 2026 Notes. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which\nmay result in that other indebtedness becoming immediately payable in full. If the repayment of such other indebtedness were to be accelerated after any applicable notice or grace\nperiods, then we may nothave sufficient funds to repay that indebtedness and repurchase the 2026 Notes or make cash payments upon their conversion, if any.\n\nThe accounting method for the 2026 Notes could adversely affect our reported financial condition and results.\n\nThe accounting method for reflecting the 2026 Notes on our balance sheet and reflecting the underlying shares of our Class A common stock in our reported diluted earnings per\nshare may adversely affect our reported earnings and financial condition.\n\nWe recorded the 2026 Notes entirely as a liability on our balance sheet, net of issuance costs. Additionally, the new guidance modifies the treatment of convertible debt securities\nthat may be settled in cash or shares by requiring the use of the \u201cif-converted\u201d method. Under that method, diluted earnings per share would generally be calculated assuming that\nall the 2026 Notes were converted solely into shares of Class A common stock at the beginning of the reporting period, unless the result would be anti-dilutive. In addition, in the\nfuture, we may, in our sole discretion, irrevocably elect to settle the conversion value of the 2026 Notes in cash up to the principal amount being converted. Follo"}, {"title": "lyft.txt", "text": "wing such an\nirrevocable election, if the conversion value of the 2026 Notes exceeds their principal amount for a reporting period, then we will calculate our diluted earnings per share by\nassuming that all of the 2026 Notes were converted at the beginning of the reporting period and that we issued shares of our Class A common stock to settle the excess, unless the\nresult would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share.\n\nFurthermore, if any of the conditions to the convertibility of the 2026 Notes are satisfied, then, under certain conditions, we may be required under applicable accounting standards to\nreclassify the liability carrying value of the 2026 Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders convert their 2026\nNotes and could materially reduce our reported working capital.\n\nThe capped call transactions entered into in connection with the pricing of the 2026 Notes may affect the value of our Class A common stock.\n\nIn connection with the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions with certain option counterparties. The capped call transactions will\ncover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the 2026 Notes. The capped call transactions are expected generally to\nreduce potential dilution to our Class A common stock upon conversion of the 2026 Notes or at our election (subject to certain conditions) offset any cash payments we are required\nto\n\n\n\n\n 22\n\fTable of Contents\n\n\n\n\nmake in excess of the aggregate principal amount of converted 2026 Notes, as the case may be, with such reduction or offset subject to a cap.\n\nWe have been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates purchased\nshares of our Class A common stock and/or entered into various derivative transactions with respect to our Class A common stock concurrently with or shortly after the pricing of the\n2026 Notes.\n\nIn addition, we have been advised that the option counterparties or their respective affiliates may modify their hedge positions by enterin"}, {"title": "lyft.txt", "text": "g into or unwinding various derivatives with\nrespect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions following the pricing of the\n2026 Notes and prior to the maturity of the 2026 Notes (and are likely to do so on each exercise date of the capped call transactions and in connection with any early termination\nevent in respect of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our Class A common stock.\n\nProvisions in the indenture governing the 2026 Notes could delay or prevent an otherwise beneficial takeover of us.\n\nCertain provisions in the 2026 Notes and the indenture governing the 2026 Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a\ntakeover constitutes a fundamental change (as defined in the indenture governing the 2026 Notes), then noteholders will have the right to require us to repurchase their 2026 Notes\nfor cash. In addition, if a takeover constitutes a make-whole fundamental change (as defined in the indenture governing the 2026 Notes), then we may be required to temporarily\nincrease the conversion rate. In either case, and in other cases, our obligations under the 2026 Notes and the indenture governing the 2026 Notes could increase the cost of\nacquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock\nmay view as favorable.\n\nWe track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our\nreputation and materially adversely affect our stock price, business, results of operations, and financial condition.\n\nWe track certain operational metrics, including metrics such as Nights and Experiences Booked, GBV, average daily rates (\u201cADR\u201d), active listings, active bookers, Hosts, and guest\narrivals, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal\nsystems and tools are subject to a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected chan"}, {"title": "lyft.txt", "text": "ges to our\nmetrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or\nother technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of our metrics for the applicable\nperiod of measurement, there are inherent challenges in measuring how our platform is used across large populations globally.\n\nOur Nights and Experiences Booked and GBV metrics are adjusted for cancellations and alterations that happen in the reporting period. However, cancellations and alterations for\nbookings made in the reporting period can occur beyond the current reporting period. This results in a reported amount of Nights and Experiences Booked and GBV in the quarter of\nthe booking for which all of the bookings may ultimately not result in check-ins, and subsequently reduces our Nights and Experiences Booked and GBV metrics in subsequent\nquarters when we experience cancellations. Cancellations and alterations to previously booked trips increased dramatically after the COVID-19 outbreak, as guests were either\nunable totravel or uncomfortable traveling. If we experience high levels of cancellations in the future, our performance and related business metrics will be materially adversely\naffected.\n\nThe calculation of Nights and Experiences Booked, GBV, and active listings requires the ongoing collection of data on new offerings that are added to our platform over time. Our\nbusiness is complex, and the methodology used to calculate Nights and Experiences Booked, GBV, and active listings may require future adjustments to accurately represent the full\nvalue of new offerings.\n\nAn active booker is a unique guest who has booked a stay or experience in a given time period. Certain individuals may have more than one guest account and therefore may be\ncounted more than once in our count of active bookers. We count the number of Hosts on our platform based on the number of Hosts with an available listing as of a certain date.\nSome individuals may have more than one Host account and therefore may be counted more than once as Hosts.\n\nOur metrics, including our reported Nights and Experiences Booked, GBV, and active listings, may include fraudulent bookings, accounts, and other activities that have not been\nfl"}, {"title": "lyft.txt", "text": "agged by our trust and safety teams or identified by our machine learning algorithms or not yet addressed by our operational teams, which could mean these activities on our site\nare not identified or addressed in a timely manner or at all, reducing the accuracy of our metrics. Further, any such fraudulent activity, along with associated refunds and\ncancellations, would reduce our metrics, in particular Nights and Experiences Booked, GBV, and active listings, in the quarter in which it is discovered. Limitations or errors with\nrespect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term\nstrategies. If our operational metrics are not accurate representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material\ninaccuracies with respect to these figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to stockholder litigation, and our business,\nresults of operations, and financial condition could be materially adversely affected.\n\nOur efforts to create new offerings and initiatives are costly, and if we are unable to successfully pursue such offerings and initiatives, we may fail to grow, and our\nbusiness, results of operations, and financial condition would be materially adversely affected.\n\n\n\n\n 23\n\fTable of Contents\n\n\n\n\nWe need to continue to invest in the development of new offerings and initiatives that differentiate us from our competitors, such as Airbnb Experiences. Developing and delivering\nthese new offerings and initiatives increase our expenses and our organizational complexity, and we may experience difficulties in developing and implementing these new offerings\nand initiatives.\n\nOur new offerings and initiatives have a high degree of risk, as they may involve unproven businesses with which we have limited or no prior development or operating experience.\nThere can be no assurance that consumer demand for such offerings and initiatives will exist or be sustained at the levels that we anticipate, that we will be able to successfully\nmanage the development and delivery of such offerings and initiatives, or that any of these offerings or initiatives will gain"}, {"title": "lyft.txt", "text": "sufficient market acceptance to generate sufficient revenue\nto offset associated expenses or liabilities. It is also possible that offerings developed by others will render our offerings and initiatives noncompetitive or obsolete. Further, these\nefforts entail investments in our systems and infrastructure, payments platform, and increased legal and regulatory compliance expenses, could distract management from current\noperations, and will divert capital and other resources from our more established offerings and geographies. Even if we are successful in developing new offerings and initiatives,\nregulatory authorities may subject us or our Hosts and guests to new rules, taxes, or restrictions or more aggressively enforce existing rules, taxes, or restrictions, that could\nincrease our expenses or prevent us from successfully commercializing these initiatives. If we do not realize the expected benefits of our investments, we may fail to grow and our\nbusiness, results of operations, and financial condition would be materially adversely affected.\n\nIf we fail to comply with federal, state, and foreign laws relating to data privacy and data security, we may face potentially significant liability, negative publicity, an\nerosion of trust, and increased regulation and could materially adversely affect our business, results of operations, and financial condition.\n\nData privacy and data security laws, rules, and regulations are complex, and their interpretation is rapidly evolving, making implementation and enforcement, and thus compliance\nrequirements, ambiguous, uncertain, and potentially inconsistent. Compliance with such laws may require changes to our data collection, use, transfer, disclosure, other processing,\nand certain other related business practices and may thereby increase compliance costs or have other material adverse effects on our business. As part of Host and guest\nregistration and business processes, we collect and use personal data, such as names, dates of birth, email addresses, phone numbers, and identity verification information (for\nexample, government issued identification or passport), as well as credit card or other financial information that Hosts and guests provide to us. The laws of many states and\ncountries require businesses that maintain such personal data to implement reasonable measures to keep such information secure and otherwise re"}, {"title": "lyft.txt", "text": "strict the ways in which such\ninformation can be collected and used.\n\nFor example, the GDPR, which became effective on May 25, 2018, has resulted and will continue to result in significantly greater compliance burdens and costs for companies like\nours. The GDPR regulates our collection, control, processing, sharing, disclosure, and other use of data that can directly or indirectly identify a living individual (\u201cpersonal data\u201d), and\nimposes stringent data protection requirements with significant penalties, and the risk of civil litigation, for noncompliance.\n\nFailure to comply with the GDPR may result in fines of up to 20 million Euros or up to 4% of the annual global revenue of the infringer, whichever is greater. It may also lead to civil\nlitigation, with the risks of damages or injunctive relief, or regulatory orders adversely impacting the ways in which our business can use personal data. Many large geographies in\nwhich we operate, including Australia, Brazil, Canada, China, and India, have passed or are in the process of passing comparable or other robust data privacy and security\nlegislation or regulation, which may lead to additional costs and increase our overall risk exposure.\n\nIn addition, from January 1, 2021 (when the transitional period following Brexit expired), we are also subject to the GDPR, which, together with the amended UK Data Protection Act\nof 2018, retains the GDPR in UK national law. Both regimes have the ability to fine up to the greater of 20 million Euros (17 million British Pounds) or 4% of global turnover,\nrespectively. The UK framework may in the future start to diverge from the EU framework, and these changes may lead to additional costs and increase our overall risk exposure.\n\nAdditionally, we are subject to laws, rules, and regulations regarding cross-border transfers of personal data, including laws relating to transfer of personal data outside the European\nEconomic Area (\u201cEEA\u201d). Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA and United Kingdom to\nthe United States and other jurisdictions. On July 16, 2020, the CJEU invalidated the EU-US Privacy Shield Framework (\u201cPrivacy Shield\u201d) under which personal data could be\ntransferred from the EEA to US entities that had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of"}, {"title": "lyft.txt", "text": "the standard contractual clauses (a standard\nform of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it noted that reliance on\nthem alone may not necessarily be sufficient in all circumstances; this has created uncertainty and increased the risk around our international operations. Following the CJEU\u2019s\nruling, there has been increased regulatory action in this area and several decisions by EU Data Protection Authorities that transfer to the United States, including transfer to well-\nknown U.S. service providers, are unlawful. As the enforcement landscape further develops, and supervisory authorities issue further decisions and guidance on personal data\nexport mechanisms, including circumstances where the standard contractual clauses cannot be used or if our use of certain products and vendors is the subject of investigation, we\ncould suffer additional costs, complaints, or fines, have to stop using certain tools and vendors and make other operational changes, and/or if we are otherwise unable to transfer\npersonal data between and among countries and regions in which we operate, it couldaffect the manner in which we provide our services, the geographical location or segregation\nof our relevant systems and operations, and could materially adversely affect our business, results of operations and financial condition.\n\nIn addition to other mechanisms (particularly standard contractual clauses), we previously relied on our own Privacy Shield certification and, in limited instances, the Privacy Shield\ncertifications of third parties (for example, vendors and partners) for the purposes of transferring personal data from the EEA and United Kingdom to the United States. We continue\nto rely on the standard contractual clauses to transfer personal data outside the EEA and United Kingdom, including to the United States. Additionally, in certain circumstances, we\nrely on derogations provided for by law. These recent developments may require us to review and amend the legal mechanisms by which we make and/ or receive personal data\ntransfers to the United States and other jurisdictions. As our lead supervisory authority, the European Data Protection Board, and other data protection regulators issue further\nguidance on personal data export mechanisms, including"}, {"title": "lyft.txt", "text": "24\n\fTable of Contents\n\n\n\n\ncircumstances where the standard contractual clauses cannot be used, and/or take further or start taking enforcement action, we could suffer additional costs, have to stop using\ncertain tools and vendors and make operational changes, suffer complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data\nbetween and among countries and regions in which we operate, it could affect the manner in which we provide our services and our ability to provide our services, the geographical\nlocation or segregation of our relevant systems and operations, and could materially adversely affect our business, results of operations, and financial condition.\n\nIn the United States, there are numerous federal and state data privacy and security laws, rules, and regulations governing the collection, use, storage, sharing, transmission, and\nother processing of personal information, including federal and state data privacy laws, data breach notification laws, and consumer protection laws. One such federal law is the\nGramm-Leach-Bliley Act of 1999 (\u201cGLBA\u201d) and its implementing regulations, which restricts certain collection, processing, storage, use, and disclosure of personal information,\nrequires notice to individuals of privacy practices, and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected\ninformation. These rules also impose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.\nThe U.S. government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for\nthe collection of information concerning consumer behavior on the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, numerous\nstates have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and processing of state residents\u2019 personal data.\nFor example, the CCPA took effect on January 1, 2020. The CCPA established a new privacy framework for covered businesses such as ours, and may continue to requi"}, {"title": "lyft.txt", "text": "re us to\nmodify our data processing practices and policies and incur compliance related costs and expenses. The CCPA provides new and enhanced data privacy rights to California\nresidents, such as affording consumers the right to access and delete their information and to opt out of certain sharing and sales of personal information. The CCPA also prohibits\ncovered businesses from discriminating against consumers (for example, charging more for services) for exercising any of their CCPA rights. The CCPA imposes severe statutory\ndamages as well as a private right of action for certain data breaches of specific categories of personal information. This private right of action has increased the risks associated\nwith data breach litigation. In November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (\u201cCPRA\u201d). The CPRA went into effect on January\n1, 2023. The CPRA modifies and expands the CCPA with additional data privacy compliance requirements that may impact our business, and establishes a regulatory agency\ndedicated to enforcing those requirements. In addition, Virginia, Colorado, Utah, and Connecticut recently passed comprehensive privacy lawsthat take effect in 2023 and will\nimpose obligations similar to or more stringent than those we may face under other data privacy and security laws. Together, these laws will add additional complexity, variation in\nrequirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful\ndata, and could result in increased compliance costs and/or changes in business practices and policies.\n\nVarious other governments and consumer agencies around the world have also called for new regulation and changes in industry practices and many have enacted different and\noften contradictory requirements for protecting personal information collected and maintained electronically. Compliance with numerous and contradictory requirements of different\njurisdictions is particularly difficult and costly for an online business such as ours, which collects personal information from Hosts, guests, and other individuals in multiple\njurisdictions. If any jurisdiction in which we operate adopts news laws or changes its interpretation of its laws, rules, or regulations relating to data residency or loc"}, {"title": "lyft.txt", "text": "alization such that\nwe are unable to comply in a timely manner or at all, we could risk losing our rights to operate in such jurisdictions. While we have invested and continue to invest significant\nresources to comply with privacy regulations around the world, many of these regulations expose us to the possibility of material penalties, significant legal liability, changes in how\nwe operate or offer our products, and interruptions or cessation of our ability to operate in key geographies, any of which could materially adversely affect our business, results of\noperations, and financial condition.\n\nFurthermore, to improve the trust and safety on our platform, we conduct certain verification procedures aimed at our Hosts, guests, and listings in certain jurisdictions. Such\nverification procedures may include utilizing public information on the Internet, accessing public databases such as court records, utilizing third-party vendors to analyze Host or\nguest data, or physical inspection. These types of activities may expose us to the risk of regulatory enforcement from privacy regulators, consumer protection agencies, consumer\ncredit reporting agencies, and civil litigation.\n\nWhen we are required to disclose personal data pursuant to demands from, or give data access to, government agencies, including tax authorities, state and city regulators, law\nenforcement agencies, and intelligence agencies, our Hosts, guests, and data privacy and security regulators could perceive such disclosure as a failure by us to comply with data\nprivacy and data security policies, notices, and laws, which could result in proceedings or actions against us in the same or other jurisdictions. Conversely, if we do not provide the\nrequested information to government agencies due to a disagreement, such as on the interpretation of the law, we are likely to face enforcement action from such government,\nengage in litigation, face increased regulatory scrutiny, and experience an adverse impact on our relationship with governments or our ability to offer our services within certain\njurisdictions. Any of the foregoing could materially adversely affect our brand, reputation, business, results of operations, and financial condition.\n\nOur business also increasingly relies on machine learning, artificial intelligence, and automated decision making to improve our services and tailor our interactions"}, {"title": "lyft.txt", "text": "with our\ncustomers. However, in recent years use of these methods has come under increased regulatory scrutiny. New laws, guidance, and/or decisions in this area may limit our ability to\nuse our machine learning and artificial intelligence, or require us to make changes to our platform or operations that may decrease our operational efficiency, result in an increase to\noperating costs and/or hinder our ability to improve our services. For example, there are specific rules on the use of automated decision making under global privacy laws that\nrequire the existence of automated decision making to be disclosed to the data subject with a meaningful explanation of the logic used in such decision making in certain\ncircumstances, and safeguards must be implemented to safeguard individual rights, including the right to obtain human intervention and to contest any decision. Further, California\nrecently introduced a law requiring disclosure of chatbot functionality and more US states are contemplating similar laws.\n\nAny failure or perceived failure by us to comply with consumer protection, data privacy or data security laws, rules, and regulations; policies; or enforcement notices and/or\nassessment notices (for a compulsory audit) could result in proceedings or actions against us by individuals,\n\n\n\n\n 25\n\fTable of Contents\n\n\n\n\nconsumer rights groups, government agencies, or others. We may also face civil claims including representative actions and other class action type litigation (where individuals have\nsuffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, and diversion of internal resources. We could incur significant\ncosts in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings\nand any subsequent adverse outcomes may subject us to significant negative publicity, and an erosion of trust. If any of these events were to occur, our business, results of\noperations, and financial condition could be materially adversely affected.\n\nIf we fail to prevent data security breaches, there may be damage to our brand and reputation, material financial penalties, and legal liability, along with a decline in use"}, {"title": "lyft.txt", "text": "of our platform, which would materially adversely affect our business, results of operations, and financial condition.\n\nThere are risks of security breaches both on and off our systems as we increase the types of technology we use to operate our platform, including mobile apps and third-party\npayment processing providers, and as we collaborate with third parties that may need to process our Host or guest data or have access to our infrastructure. The evolution of\ntechnology systems introduces ever more complex security risks that are difficult to predict and defend against. Further, there has been a surge in widespread cyber-attacks during\nthe COVID-19 pandemic. The increase in the frequency and scope of cyber-attacks during the COVID-19 pandemic has exacerbated data security risks. An increasing number of\ncompanies, including those with significant online operations, have recently disclosed breaches of their security, some of which involved sophisticated tactics and techniques\nallegedly attributable to organized criminal enterprises or nation-state actors. While we take measures to guard against the type of activity that can lead to data breaches, the\ntechniques used by bad actorsto obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are unknown until launched against a\ntarget. As such, we may be unable to anticipate these tactics and techniques or to implement adequate preventative measures.\n\nFurther, with a large geographically disparate employee base, we are not immune from the possibility of a malicious insider compromising our information systems and infrastructure.\nThis risk has grown in light of the greater adoption of remote work. We also have a distributed community support organization including third-party providers that have access to\npersonal information and systems. We and other companies in our industry have dealt with incidents involving such insiders exfiltrating the personal data of customers, stealing\ncorporate trade secrets and key financial metrics, and illegally diverting funds. No series of measures can fully safeguard against a sufficiently determined and skilled insider threat.\n\nIn addition, bad actors have targeted and will continue to target our Hosts and guests directly with attempts to breach the security of their accounts or management systems, such as\nthrough phishing attack"}, {"title": "lyft.txt", "text": "s where a third party attempts to infiltrate our systems or acquire information by posing as a legitimate inquiry or electronic communication, which are\nfraudulent identity theft schemes designed to appear as legitimate communications from us or from our Hosts or guests, partners, or vendors. We have seen many instances of our\nHosts and guests falling prey to such schemes, which result in their accounts being taken over by fraudsters intent on perpetrating fraud against them, other users, and our platform.\nBad actors may also employ other schemes aimed at defrauding our Hosts or guests in ways that we may not anticipate or be able to adequately guard against. Even if phishing and\nspamming attacks and other fraud schemes are not carried out through our systems, victims may nevertheless seek recovery from us. Because of our prominence, we believe that\nwe are a particularly attractive target for such attacks. Though it is difficult to determine what, if any, harm may directly result from any specific scheme or attack, any failure to\nmaintain performance, reliability, security, and availability of our offerings, services, and technical infrastructure to the satisfaction of our Hosts and guests may harm our reputation\nand our ability to retain existing Hosts and guests and attract new Hosts and guests. The ability of fraudsters to directly target our Hosts and guests with fraudulent communications,\nor cause an account takeover, exposes us to significant financial fraud risk, including costly litigation, which is difficult to fully mitigate.\n\nGenerally, our practice is to encrypt certain sensitive data when it is in transit and at rest. However, advances in computer capabilities, increasingly sophisticated tools and methods\nused by hackers and cyber terrorists, new discoveries in the field of cryptography, or other developments may result in our failure or inability to adequately protect sensitive data.\n\nOur information technology infrastructure may be vulnerable to computer viruses or physical or electronic intrusions that our security measures may not detect. We have experienced\nsecurity incidents in the past, and we may face additional attempted security intrusions in the future. Any circumvention of our security measures could result in the misappropriation\nof confidential or proprietary information, interrupt our operations, result in financial loss, damage o"}, {"title": "lyft.txt", "text": "ur computers or those of our Hosts and guests, or otherwise cause damage to our\nreputation and business. Further, the ability to bypass our information security controls could degrade our trust and safety programs, which could expose individuals to a risk of\nphysical harm or violence.\n\nIf there is a breach of our computer systems and we know or suspect that certain personal data has been exfiltrated, accessed, or used inappropriately, we may need to inform\nprivacy regulators across the world, as well as the Hosts or guests whose data was stolen, accessed, or misused. This may subject us to significant regulatory fines and penalties.\nFurther, under certain regulatory schemes, such as the CCPA, we may be liable for statutory damages on a per breached record basis, irrespective of any actual damages or harm\nto the individual. This means that in the event of a breach we could face government scrutiny or consumer class actions alleging statutory damages amounting to hundreds of\nmillions, and possibly billions of dollars.\n\nWe rely on third-party service providers, including financial institutions, to process some of our data and that of our Hosts and guests, including payment information, and any failure\nby such third parties to prevent or mitigate security breaches or improper access to, or disclosure of, such information could have adverse consequences for us similar to an incident\ndirectly on our systems. We have acquired and will continue to acquire companies that are vulnerable to security breaches, and we may be responsible for any security breaches of\nthese newly acquired companies. While we conduct due diligence of these companies, we do not have access to the full operating history of the companies and cannot be certain\nthere have not been security breaches prior to our acquisition.\n\nWe expend, and expect to continue to expend, significant resources to protect against security related incidents and address problems caused by such incidents. Even if we were to\nexpend more resources, regulators and complainants may not deem our efforts sufficient, and\n\n\n\n\n 26\n\fTable of Contents\n\n\n\n\nregardless of the expenditure, the risk of security related incidents cannot be fully mitigated. We have a heightened risk of security breaches due to some of our operations being\nlocated in"}, {"title": "lyft.txt", "text": "certain international jurisdictions. Any actual or alleged security breaches or alleged violations of federal, state, or foreign laws or regulations relating to data privacy and\ndata security could result in mandated user notifications, litigation, government investigations, significant fines, and expenditures; divert management\u2019s attention from operations;\ndeter people from using our platform; damage our brand and reputation; force us to cease operations for some length of time; and materially adversely affect our business, results of\noperations, and financial condition. Defending against claims or litigation based on any security breach or incident, regardless of their merit, will be costly and may cause reputation\nharm. The successful assertion of one or more large claims against us that exceed available insurance coverage, denial of coverage as to any specific claim, or any change or\ncessation in our insurance policies and coverages, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our\nbusiness, results of operations, and financial condition.\n\nOur platform is highly complex, and any undetected errors couldmaterially adversely affect our business, results of operations, and financial condition.\n\nOur platform is a complex system composed of many interoperating components and software, including algorithms that incorporate machine learning and exhibit characteristics of\nartificial intelligence. Our business is dependent upon our ability to prevent system interruption on our platform, to effectively implement updates to our systems and to appropriately\nmonitor and maintain our systems. Our software, including open source software that is incorporated into our code, may now or in the future contain undetected errors, bugs,\nvulnerabilities, or backdoors. Some errors, bugs, vulnerabilities, or backdoors in our software code have not been and may not be discovered until after the code has been released.\nWe have, from time to time, found defects or errors in our system and software limitations that have resulted in, and may discover additional issues in the future that could result in,\nplatform unavailability or system disruption, or the inability of our systems to implement timely updates that are required for regulatory compliance. For example, defects or errors\nhave resulted in and could"}, {"title": "lyft.txt", "text": "result in the delay in making payments to Hosts or overpaying or underpaying Hosts, which would impact our cash position and may cause Hosts to lose\ntrust in our payment operations. Any errors, bugs, vulnerabilities, or backdoors discovered in our code or systems released to production or found in third-party software, including\nopen source software, that is incorporated into our code, any misconfigurations of our systems, or any unintended interactions between systems could result in poor system\nperformance, an interruption in the availability of our platform, incorrect payments, incorrect calculations, search ranking problems, Host account takeovers, fraudulent listings,\nissues with chatbot behavior, inadvertent failure to effectively comply with legal, tax, or regulatory requirements, negative publicity, damage to our reputation, loss of existing and\npotential Hosts and guests, loss of revenue, liability for damages, a failure to comply with certain legal or tax reporting obligations, and regulatory inquiries or other proceedings, any\nof which could materially adversely affect our business, results of operations, and financial condition.\n\nSystem capacity constraints, system or operational failures, or denial-of-service or other attacks could materially adversely affect our business, results of operations,\nand financial condition.\n\nSince our founding, we have experienced rapid growth in consumer traffic to our platform. If our systems and network infrastructure cannot be expanded or are not scaled to cope\nwith increased demand or fail to perform, we could experience unanticipated disruptions in service, slower response times, decreased customer satisfaction, and delays in the\nintroduction of new offerings and tiers.\n\nOur systems and operations, including those provided by third-party service providers, are vulnerable to damage or interruption from human error, computer viruses, earthquakes,\nfloods, fires, power loss, and similar events. For example, we have significant operations in San Francisco, which is built on a high-risk liquefaction zone and is near major\nearthquake fault lines. In addition, Northern California has recently experienced, and may continue to experience power outages during the fire season and our headquarters does\nnot have power generator backup to maintain full business continuity. A catastrophic event that results in the destruction"}, {"title": "lyft.txt", "text": "or disruption of our headquarters, any third-party cloud\nhosting facilities, or our critical business or information technology systems could severely affect our ability to conduct normal business operations and result in lengthy interruptions\nor delays of our platform and services.\n\nOur systems and operations are also subject to break-ins, sabotage, intentional acts of vandalism, terrorism, and similar misconduct from external sources and malicious insiders.\nOur existing security measures may not be successful in preventing attacks on our systems, and any such attack could cause significant interruptions in our operations. For\ninstance, from time to time, we have experienced distributed denial-of-service type attacks on our systems that have made portions of our platform slow or unavailable for periods of\ntime. There are numerous other potential forms of attack, such as phishing, account takeovers, malicious code injections, ransomware or other extortion-based attempts, and the\nattempted use of our platform to launch a denial-of-service attack against another party, each of which could cause significant interruptions in our operations or involve us in legal or\nregulatory proceedings. Reductions in the availability and response time of our online platform could cause loss of substantial business volumes during the occurrence of any such\nattack on our systems and measures we may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are likely\nto become more difficult to manage as we expand the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks\nbecome more advanced and available. Successful attacks could result in negative publicity and damage to our reputation, and could prevent consumers from booking or visiting our\nplatform during the attack, any of which could materially adversely affect our business, results of operations, and financial condition.\n\nIn the event of certain system failures, we may not be able to switch to back-up systems immediately and the time to full recovery could be prolonged. We have experienced system\nfailures from time to time. In addition to placing increased burdens on our engineering staff, these outages create a significant amount of consumer questions and complaints that\nneed to b"}, {"title": "lyft.txt", "text": "e addressed by our community support team. Any unscheduled interruption in our service could result in an immediate and significant loss of revenue, an increase in\ncommunity support costs, harm to our reputation, and could result in some consumers switching to our competitors. If we experience frequent or persistent system failures, our\nbrand and reputation could be permanently and significantly harmed, and our business, results of operations, and financial condition could be materially adversely affected. While we\nhave taken and continue to take steps to increase the reliability and redundancy of our systems, these steps are expensive and may not be completely effective in reducing the\nfrequency or duration of unscheduled downtime. We do not carry business interruption insurance sufficient to compensate us for all losses that may occur.\n\n\n\n\n 27\n\fTable of Contents\n\n\n\n\nWe use both internally developed systems and third-party systems to operate our platform, including transaction and payment processing, and financial and accounting systems. If\nthe number of consumers using our platform increases substantially, or if critical third-party systems stop operating as designed, we may need to significantly upgrade, expand, or\nrepair our transaction and payment processing systems, financial and accounting systems, and other infrastructure. We may not be able to upgrade our systems and infrastructure\nto accommodate such conditions in a timely manner, and depending on the systems affected, our transaction and payment processing, and financial and accounting systems could\nbe impacted for a meaningful amount of time, which could materially adversely affect our business, results of operations, and financial condition.\n\nOur business depends on the performance and reliability of the Internet, mobile, telecommunications network operators, and other infrastructures that are not under our control. As\nconsumers increasingly turn to mobile devices, we also become dependent on consumers\u2019 access to the Internet through mobile carriers and their systems. Disruptions in Internet\naccess, whether generally, in a specific region or otherwise, could materially adversely affect our business, results of operations, and financial condition.\n\nUncertainty in the application of taxes to our Hosts, gues"}, {"title": "lyft.txt", "text": "ts, or platform could increase our tax liabilities and may discourage Hosts and guests from conducting\nbusiness on our platform.\n\nWe are subject to a variety of taxes and tax collection obligations in the United States (federal, state, and local) and numerous foreign jurisdictions. We have received\ncommunications from numerous foreign, federal, state, and local governments regarding the application of tax laws or regulations to our business or demanding data about our\nHosts and guests to aid in threatened or actual enforcement actions against our Hosts and guests. In many jurisdictions where applicable, we have agreed to collect and remit taxes\non behalf of our Hosts. We have been subject to complaints by, and are involved in a number of lawsuits brought by, certain government entities for alleged responsibility for direct\nand indirect taxes. In some jurisdictions we are in dispute with respect to past and future taxes. A number of jurisdictions have proposed or implemented new tax laws or interpreted\nexisting laws to explicitly apply various taxes to businesses like ours. Laws and regulations relating to taxes as applied to our platform, and to our Hosts and guests, vary greatly\namong jurisdictions, and it is difficult or impossible to predict how such laws and regulations will be applied.\n\nThe application of indirect taxes, such as lodging taxes, hotel, sales and use tax, privilege taxes, excise taxes, VAT, goods and services tax, digital services taxes, harmonized sales\ntaxes, business tax, and gross receipt taxes (together, \u201cindirect taxes\u201d) to e-commerce activities such as ours and to our Hosts or guests is a complex and evolving issue. Some of\nsuch tax laws or regulations hold us responsible for the reporting, collection, and payment of such taxes, and such laws could be applied to us for transactions conducted in the past\nas well as transactions in the future. Many of the statutes and regulations that impose these taxes were established before the adoption and growth of the Internet and e-commerce.\nNew or revised foreign, federal, state, or local tax regulations may subject us or our Hosts and guests to additional indirect, income, and other taxes, and depending upon the\njurisdiction could subject us or our Hosts and guests to significant monetary penalties and fines for non-payment of taxes. An increasing number of jurisdictions are considering\nadopt"}, {"title": "lyft.txt", "text": "ing or have adopted laws or administrative practices that impose new tax measures, including digital platform revenue-based taxes, targeting online sharing platforms and\nonline marketplaces, and new obligations to collect Host income taxes, sales, consumption, value added, or other taxes on digital platforms. We may recognize additional tax\nexpenses and be subject to additional tax liabilities, and our business, results of operations, and financial condition could be materially adversely affected by additional taxes of this\nnature or additional taxes or penalties resulting from our failure to comply with any reporting, collection, and payment obligations. We accrue a reserve for such taxes when the\nlikelihood is probable that such taxes apply to us, and upon examination or audit, such reserves may be insufficient.\n\nNew or revised taxes and, in particular, the taxes described above and similar taxes would likely increase the price paid by guests, the cost of doing business for our Hosts,\ndiscourage Hosts and guests from using our platform, and lead to a decline in revenue, and materially adversely affect our business, results of operations, and financial condition. If\nwe are required to disclose personal data pursuant to demands from government agencies for tax reporting purposes, our Hosts, guests, and regulators could perceive such\ndisclosure as a failure by us to comply with data privacy and data security policies, notices, and laws and commence proceedings or actions against us. If we do not provide the\nrequested information to government agencies due to a disagreement on the interpretation of the law, we are likely to face enforcement action, engage in litigation, face increased\nregulatory scrutiny, and experience an adverse impact in our relationships with governments. Our competitors may arrive at different or novel solutions to the application of taxes to\nanalogous businesses that could cause our Hosts and guests to leave our platform in favor of conducting business on the platforms of our competitors. This uncertainty around the\napplication of taxes and the impact of those taxes on the actual or perceived value of our platform may also cause guests to use OTAs, hotels, or other traditional travel services.\nAny of these events could materially adversely affect our brand, reputation, business, results of operations, and financial condition.\n\nWe devote"}, {"title": "lyft.txt", "text": "significant resources, including management time, to the application and interpretation of laws and working with various jurisdictions to clarify whether taxes are\napplicable and the amount of taxes that apply. The application of indirect taxes to our Hosts, guests, and our platform significantly increases our operational expenses as we build\nthe infrastructure and tools to capture data and to report, collect, and remit taxes. Even if we are able to build the required infrastructure and tools, we may not be able to complete\nthem in a timely fashion, in particular given the speed at which regulations and their interpretations can change, which could harm our relationship with governments and our\nreputation, and result in enforcement actions and litigation. The lack of uniformity in the laws and regulations relating to indirect taxes as applied to our platform and to our Hosts and\nguests further increases the operational and financial complexity of our systems and processes, and introduces potential for errors or incorrect tax calculations, all of which are costly\nto our business and results of operations. Certain regulations may be so complex as to make it infeasible for us to be fully compliant. As our business operations expand or change,\nincluding as a result of introducing new or enhanced offerings, tiers or features, or due to acquisitions, the application of indirect taxes to our business and to our Hosts and guests\nwill further change and evolve, and could further increase our liability for taxes, discourage Hosts and guests from using our platform, and materially adversely affect our business,\nresults of operations, and financial condition.\n\n\n\n\n 28\n\fTable of Contents\n\n\n\n\nWe face possible risks associated with natural disasters and extreme weather events (the frequency and severity of which may be impacted by climate change), which\nmay include more frequent or severe storms, extreme temperatures and ambient temperature increases, hurricanes, flooding, rising sea levels, shortages of water,\ndroughts, and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition.\n\nWe are subject to the risks associated with natural disasters and the physical effects of climate change, which may include more frequent"}, {"title": "lyft.txt", "text": "or severe storms, extreme temperatures\nand ambient temperature increases, hurricanes, flooding, rising sea levels, shortages of water, droughts, and wildfires (although it is currently impossible to accurately predict the\nimpact of climate change on the frequency or severity of these events), any of which could have a material adverse effect on our business, results of operations, and financial\ncondition. We, including through our Hosts, operate in certain areas where the risk of natural or climate-related disaster or other catastrophic losses exists, and the occasional\nincidence of such an event could cause substantial damage to us, our Hosts\u2019 property or the surrounding area. For example, to the extent climate change causes changes in\nweather patterns or an increase in extreme weather events, our coastal destinations could experience increases in storm intensity and rising sea-levels causing damage to our\nHosts\u2019 properties and result in a reduced number of listings in these areas. Other destinations could experience extreme temperatures and ambient temperature increases,\nshortages of water, droughts, wildfires, and other extreme weather events that make those destinations less desirable. Climate change may also affect our business by increasing\nthe cost of, or making unavailable, property insurance on terms our Hosts find acceptable in areas most vulnerable to such events, increasing operating costs for our Hosts,\nincluding the availability and cost of water or energy, and requiring our Hosts to expend funds as they seek to repair and protect their properties in connection with such events. As a\nresult of the foregoing and other climate-related issues, our Hosts may decide to remove their listings from our platform. If we are unable to provide listings in certain areas due to\nclimate change, we may lose both Hosts and guests, which could have a material adverse effect on our business, results of operations, and financial condition.\n\nWe may experience significant fluctuations in our results of operations, which make it difficult to forecast our future results.\n\nOur results of operations may vary significantly and are not necessarily an indication of future performance. We experience seasonal fluctuations in our financial results. We\nexperience seasonality in our Nights and Experiences Booked and GBV, and seasonality in Adjusted EBITDA that is consistent wi"}, {"title": "lyft.txt", "text": "th seasonality of our revenue, which has historically\nbeen, and is expected to continue to be, highest in the third quarter when we have the most check-ins as it is the peak travel season for North America and EMEA. We recognize\nrevenue upon the completion of a check-in. As our business matures, other seasonal trends may develop, or these existing seasonal trends may become more extreme. Since the\nbeginning of the pandemic, we saw a significant geographic mix shift towards bookings in North America, entire homes, and non-urban destinations, all of which tend to have higher\naverage daily rates. These trends and their impact on our average daily rate may change as the pandemic eases and cross-border travel and urban destinations recover.\n\nIn addition, our results of operations may fluctuate as a result of a variety of other factors, some of which are beyond our control, including:\n\n \u2022 reduced travel and cancellations due to other events beyond our control such as health concerns, including the COVID-19 pandemic, other epidemics and pandemics, natural\n disasters, wars, regional hostilities or law enforcement demands, and other regulatory actions;\n \u2022 global macroeconomicconditions;\n \u2022 periods with increased investments in our platform for existing offerings, new offerings and initiatives, marketing, and the accompanying growth in headcount;\n \u2022 our ability to maintain growth and effectively manage that growth;\n \u2022 increased competition;\n \u2022 our ability to expand our operations in new and existing regions;\n \u2022 changes in governmental or other regulations affecting our business;\n \u2022 changes to our internal policies or strategies;\n \u2022 harm to our brand or reputation; and\n \u2022 other risks described elsewhere in this Annual Report on Form 10-K.\n\nAs a result, we may not accurately forecast our results of operations. In addition, we experience a difference in timing between when a booking is made and when we recognize\nrevenue, which ordinarily occurs upon check-in. The effect of significant downturns in bookings in a particular quarter may not be fully reflected in our results of operations until future\nperiods because of this timing in revenue recognition. Moreover, we base our expense levels and investment plans on estimates for revenue that may turn out to be inaccurate. A\nsignificant portion of our expenses and investments ar"}, {"title": "lyft.txt", "text": "e fixed, and we may not be able to adjust our spending quickly enough if our revenue is less than expected, resulting in losses\nthat exceed our expectations. If our assumptions regarding the risks and uncertainties that we use to plan our business are incorrect or change, or if we do not address these risks\nsuccessfully, our results of operations could differ materially from our expectations and our business, results of operations, and financial condition could be materially adversely\naffected.\n\nWe currently rely on a number of third-party service providers to host and deliver a significant portion of our platform and services, and any interruptions or delays in\nservices from these third parties, such as those resulting from cybersecurity incidents, could impair the delivery of our platform and services, and our business, results\nof operations, and financial condition could be materially adversely affected.\n\nWe rely primarily on Amazon Web Services in the United States and abroad to host and deliver our platform. Third parties also provide services to key aspects of our operations,\nincluding Internet connections and networking, data storage and processing, trust and safety, security infrastructure, source code management, and testing and deployment. In\naddition, we rely on third parties for many aspects of our payments platform, and a significant portion of our community support operations are conducted by third parties at their\nfacilities. We also rely on Google Maps and other third-party services for maps and location data that are core to the functionality of our platform, and we integrate applications,\ncontent, and data from third parties to deliver our platform and services.\n\n\n\n\n 29\n\fTable of Contents\n\n\n\n\nWe do not control the operation, physical security, or data security of any of these third-party providers. Despite our efforts to use commercially reasonable diligence in the selection\nand retention of such third-party providers, such efforts may be insufficient or inadequate to prevent or remediate such risks. Some of our third-party providers, including our cloud\ncomputing providers and our payment processing partners have been and may be subject to further intrusions, computer viruses, malicious software (such as ransomware), denial-\nof-service attacks, phish"}, {"title": "lyft.txt", "text": "ing attacks, sabotage, acts of vandalism, terrorism, or other misconduct, and incidents due to inadvertent error or malfeasance by employees, contractors or\nother parties. There can be no assurance that our service providers will anticipate or prevent all types of attacks or that any security measures will be effective against all types of\ncybersecurity threats and risks. Cyberattacks are expected to accelerate on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated\nin using techniques that circumvent controls, evade detection, and remove forensic evidence, which means that our third-party providers may be unable to detect, investigate,\ncontain or recover from future attacks or incidents in a timely or effective manner. In addition, the COVID-19 pandemic has increased cybersecurity risk as a result of global remote\nworking dynamics that present additional opportunities for threat actors to engage in social engineering (for example, phishing) and to exploit vulnerabilities in non-corporate\nnetworks. Our service providers are vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar\nevents, and they may be subject to financial, legal, regulatory, and labor issues, each of which may impose additional costs or requirements on us or prevent these third parties from\nproviding services to us or our customers on our behalf. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or\napplicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail to or refuse to process transactions or provide other\nservices adequately, take actions that degrade the functionality of our platform and services, increase prices, impose additional costs or requirements on us or our customers, or give\npreferential treatment to our competitors. If we are unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, we may be subject to business\ndisruptions, losses, or costs to remediate any of these deficiencies. Our systems currently do not provide complete redundancy of data storage or processing or payment processing,\nand business continuity and disaster recovery plans may not be effectiv"}, {"title": "lyft.txt", "text": "e. The occurrence of any of the above events could result in Hosts and guests ceasing to use our platform,\nreputational damage, legal or regulatory proceedings, or other adverse consequences, which could materially adversely affect our business, results of operations, and financial\ncondition.\n\nWe may raise additional capital in the future or otherwise issue equity, which could have a dilutive effect on existing stockholders and adversely affect the market price\nof our common stock. If we require additional funding to support our business, this additional funding may not be available on reasonable terms, or at all.\n\nWe may from time to time issue additional shares of common stock. As a result, our stockholders may experience immediate dilution. We may engage in equity or debt financings to\nsecure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and\nany new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. In addition, our stockholders will\nexperience additional dilution when option holders exercise their right to purchase common stock under our equity incentive plans, when RSUs vest and settle, when we issue equity\nawards to our employees under our equity incentive plans, or when we otherwise issue additional equity. Additionally, the terms of future debt agreements could include more\nrestrictive covenants, which could further restrict our business operations.\n\nThere has been increased volatility in the financial and securities markets, which has generally made access to capital less certain and increased the cost of obtaining new capital.\nShould we require additional funding, we cannot be sure that additional financing will be available to us on reasonable terms, or at all. If we cannot raise additional funds when we\nneed them, our ability to continue to support our business and to respond to business challenges would be significantly limited, and our business, results of operations, and financial\ncondition would be materially adversely affected.\n\nThe coverage afforded under our insurance policies may be inadequate for the needs of our business or our third-party insurers may be unable or unwilling to meet our\ncoverage requirements, which could materiall"}, {"title": "lyft.txt", "text": "y adversely affect our business, results of operations, and financial condition.\n\nWe use a combination of third-party insurance and self-insurance, including a wholly-owned captive insurance subsidiary established in 2019, to manage the exposures related to\nour business operations. We support our Host community by maintaining a variety of Host protection programs, such as AirCover for Hosts, which includes our Host Liability\nInsurance, Experiences Liability Insurance, and our Host Damage Protection program. Our business, results of operations, and financial condition would be materially adversely\naffected if (i) cost per claim, premiums or the number of claims significantly exceeds our expectations; (ii) we experience a claim in excess of our coverage limits; (iii) our insurance\nproviders become insolvent or otherwise fail to pay on our insurance claims; (iv) we experience a claim for which coverage is denied by or disputed by our insurance providers; or\n(v) the number of claims under our deductibles or self-insured retentions differs from historic averages. Our spending for insurance has increased as our business has grown and\nlosses from covered claims have increased. Premiums have increased as a result, and we have experienced and expect to continue to experience increased difficulty in obtaining\nappropriate policy limits and levels of coverage at a reasonable cost and with reasonable terms and conditions. Our costs for obtaining these policies will continue to increase as our\nbusiness grows and continues to evolve. Furthermore, as our business continues to develop and diversify, we may experience difficulty in obtaining insurance coverage for new and\nevolving offerings, which could require us to incur greater costs and materially adversely affect our business, results of operations, and financial condition. Additionally, if we fail to\ncomply with insurance regulatory requirements in the regions where we operate, or other regulations governing insurance coverage, our brand, reputation, business, results of\noperations, and financial condition could be materially adversely affected.\n\nHost Liability Insurance and Experiences Liability Insurance\n\nIn order to offset our potential exposure related to stays and experiences and to comply with certain short-term and long-term rental regulatory requirements, we have procured Host\nLiability and Experiences Liability"}, {"title": "lyft.txt", "text": "general liability insurance from third parties, which are subject to certain terms, conditions, and exclusions, for claims from guests and third parties\nfor bodily injury or property damage arising from bookings of stays and experiences through our platform. We and our Hosts are insured parties, and landlords, homeowners, or\ncondo-\n\n\n\n\n 30\n\fTable of Contents\n\n\n\n\nowners associations, and any other similar entities, are additional insured parties. However, these insurance programs may not provide coverage for certain types of claims,\nincluding those relating to contagious diseases such as COVID-19, and may be insufficient to fully cover costs of investigation, costs of defense, and payments or judgments arising\nfrom covered claims. In addition, extensive or costly claims could lead to premium increases or difficulty securing coverage, which may result in increased financial exposure and an\ninability to meet insurance regulatory requirements.\n\nCorporate Insurance\n\nWe procure insurance policies to cover various business and operations-related risks that are normal and customary and available inthe current insurance market, including general\nbusiness liability, workers\u2019 compensation, cyber liability and data breaches, crime, directors\u2019 and officers\u2019 liability, and property insurance. We do not have sufficient coverage for\ncertain catastrophic events, including certain business interruption losses, such as those resulting from the COVID-19 pandemic or extended disruptions resulting from the failure of\nour third-party service providers. Additionally, certain policies may not be available to us and the policies we have and obtain in the future may not be sufficient to cover all of our\nbusiness exposure.\n\nCaptive Insurance Company\n\nWe have a wholly-owned captive insurance subsidiary to manage the financial exposure related to our Host and Experiences liability insurance programs along with certain\ncorporate insurance programs. Our captive insurance subsidiary is a party to certain reinsurance and indemnification arrangements that transfer a portion of the risk from our\ninsurance providers to the captive insurance subsidiary, which could require us to pay out material amounts that may be in excess of our insurance reserves. As our business\ncontinues to develop and diversify,"}, {"title": "lyft.txt", "text": "we may choose to or have to transfer more risk to our captive insurance subsidiary as it may become more difficult to obtain insurance with\ncurrent retentions or deductibles and with similar terms to cover our exposure. Our insurance reserves reflect the estimated cost for claims incurred but not paid and claims that have\nbeen incurred but not yet reported and other associated expenses, such as defense costs retained by us through our captive insurance subsidiary. These amounts are based on\nthird-party actuarial estimates, historical claim information, and industry data. While these reserves are believed to be adequate, our ultimate liability could be in excess of our\nreserves, which could materially adversely affect our results of operations and financial position.\n\nHost Damage Protection Program\n\nWe maintain a Host Damage Protection program that provides reimbursement of up to $3 million for loss or damages to a Host property caused by guests, subject to terms and\nconditions. While the Host Damage Protection program is a commercial agreement with our Hosts and for which we are primarily responsible, we maintain a contractual liability\ninsurance policy to provide coverage to us for claims and losses incurred by us under the Host Damage Protection program. Increased claim frequency and severity and increased\nfraudulent claims could result in greater payouts, premium increases, and/or difficulty securing coverage. Further, disputes with Hosts as to whether the Host Damage Protection\nprogram applies to alleged losses or damages and the increased submission of fraudulent payment requests could require significant time and financial resources.\n\nWe offer travel insurance products to guests which subject us and our business to extensive laws, regulations and supervision.\n\nSince June 2022, guests in certain jurisdictions have had the opportunity to purchase travel insurance when they make a booking. Over time, we expect to make travel insurance\navailable to guests in additional countries. In the United States, travel insurance products are subject to extensive regulation in the states in which we transact business by state\ninsurance departments. This regulation is generally designed to protect the interests of consumers. States have also adopted legislation defining and prohibiting unfair methods of\ncompetition and unfair or deceptive acts and practices in the busi"}, {"title": "lyft.txt", "text": "ness of insurance that may apply to insurance agencies. Noncompliance with any of such state statutes may\nsubject us to regulatory action by the relevant state insurance regulator, and, in certain states, private litigation. In addition, we cannot predict the impact that any new laws, rules or\nregulations, or unfavorable changes in or interpretations of existing laws, rules or regulations, may have on our business and financial results. States also regulate various aspects of\nthe contractual relationships between insurers and independent agents. State insurance regulators may also conduct periodic examinations, the results of which could give rise to\nregulatory orders requiring remedial, injunctive, or other corrective action. Similarly, travel insurance products are subject to extensive regulation and supervision by the applicable\nregulators in the United Kingdom and the European Union. The failure to comply with applicable state and foreign laws and regulations could result in fines and/or proceedings\nagainst us by governmental agencies and/or consumers which, if material, could adversely affect our business, financial condition and results of operations.\n\nOur community support function is critical to the success of our platform, and any failure to provide high-quality service could affect our ability to retain our existing\nHosts and guests and attract new ones.\n\nOur ability to provide high-quality support to our community of Hosts and guests is important for the growth of our business and any failure to maintain such standards of community\nsupport, or any perception that we do not provide high-quality service, could affect our ability to retain and attract Hosts and guests. Meeting the community support expectations of\nour Hosts and guests requires significant time and resources from our community support team and significant investment in staffing, technology, including automation and machine\nlearning to improve efficiency, infrastructure, policies, and community support tools. The failure to develop the appropriate technology, infrastructure, policies, and community support\ntools, or to manage or properly train our community support team, could compromise our ability to resolve questions and complaints quickly and effectively. The number of our Hosts\nand guests has grown significantly and such growth, as well as any future growth, will put additional pr"}, {"title": "lyft.txt", "text": "essure on our community support organization and our technology\norganization. In addition, as we service a global customer base and continue to grow outside of North America and Europe, we need to be able to provide effective support that\nmeets our Hosts\u2019 and guests\u2019 needs and languages globally at scale. Our service is staffed based on complex algorithms that map to our business forecasts. Any volatility in those\nforecasts could lead to staffing gaps that could impact the quality of our service. We have in the past experienced and may in the future experience backlog incidents that lead to\nsubstantial delays or other issues in responding to requests for customer support, which may reduce our ability to effectively retain Hosts and guests.\n\n\n\n\n 31\n\fTable of Contents\n\n\n\n\nThe vast majority of our community support is performed by a limited number of third-party service providers. We rely on our internal team and these third parties to provide timely\nand appropriate responses to the inquiries of Hosts and guests that come to us via telephone, email, social media, and chat. Reliance on these third parties requires that we provide\nproper guidance and training for their employees, maintain proper controls and procedures for interacting with our community, and ensure acceptable levels of quality and customer\nsatisfaction are achieved. If our community support third-party service providers are unable to attract, retain and train adequate staffing, there could be an adverse impact on the\nexperience of our Hosts and guests, which could materially adversely affect our brand, business, results of operations, and financial condition.\n\nWe provide community support to Hosts and guests and help to mediate disputes between Hosts and guests. We rely on information provided by Hosts and guests and are at times\nlimited in our ability to provide adequate support or help Hosts and guests resolve disputes due to our lack of information or control. To the extent that Hosts and guests are not\nsatisfied with the quality or timeliness of our community support or third-party support, we may not be able to retain Hosts or guests, and our reputation as well as our business,\nresults of operations, and financial condition could be materially adversely affected.\n\nWhen a Host or guest has a poor experi"}, {"title": "lyft.txt", "text": "ence on our platform, we may issue refunds or coupons for future stays. These refunds and coupons are generally treated as a reduction to\nrevenue. We may make payouts for property damage claims under our Host Damage Protection program, which we account for as consideration paid to a customer and is also\ngenerally treated as a reduction in revenue. A robust community support effort is costly, and we expect such cost to continue to rise in the future as we grow our business. We have\nhistorically seen a significant number of community support inquiries from Hosts and guests. Our efforts to reduce the number of community support requests may not be effective,\nand we could incur increased costs without corresponding revenue, which would materially adversely affect our business, results of operations, and financial condition.\n\nA significant portion of our bookings and revenue are denominated in foreign currencies, and our financial results are exposed to changes in foreign exchange rates.\n\nA significant portion of our business is denominated and transacted in foreign currencies, which subjects us to foreign exchange risk. We offer integrated payments to our Hosts and\nguests in over 40 currencies. Revenue could be negatively impacted by currency fluctuations. Generally speaking, U.S. dollar strength adversely impacts the translation of the\nportion of our revenue that is generated in foreign currencies into the U.S. dollar. For the year ended December 31, 2022, approximately 50% of our revenue was denominated in\ncurrencies other than U.S. dollars, which adversely impacted total revenue by 6%. We also have foreign exchange risk with respect to certain of our assets, principally cash\nbalances held on behalf of Hosts and guests, that are denominated in currencies other than the functional currency of our subsidiaries, and our financial results are affected by the\nremeasurement and translation of these non-U.S. currencies into U.S. dollars, which is reflected in the effect of exchange rate changes on cash, cash equivalents, and restricted\ncash on the consolidated statements of cash flows. Furthermore, our platform generally enables guests to make payments in the currency of their choice to the extent that the\ncurrency is supported by Airbnb, which may not match the currency in which the Host elects to get paid. In those cases, we bear the currency risk of both the guest"}, {"title": "lyft.txt", "text": "payment as well\nas the Host payment due to timing differences in such payments. We may also risk currency rate and logic confusion by Hosts or guests if they do not understand the currency\nshown.\n\nIn the first quarter of 2023, we initiated a foreign exchange cash flow hedging program to minimize the effects of currency fluctuations on revenue. However, hedging transactions\nmay not successfully mitigate losses caused by currency fluctuations, and our hedging positions may be partial or may not exist at all in the future. While we have and may choose\nto enter into transactions to hedge portions of our revenue and balance sheet exposures in the future, it is impossible to predict or eliminate the effects of foreign exchange rate\nexposure.\n\nWe may have exposure to greater than anticipated income tax liabilities.\n\nOur income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we operate our business, develop,\nvalue, manage, protect, and use our intellectual property, and determine the value of our intercompany transactions. The tax laws applicable to our business, including those of the\nUnited States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax\nrevenue from companies such as Airbnb. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or\nintercompany arrangements, which could increase our worldwide effective tax rate and materially adversely affect our results of operations and financial condition.\n\nWe are subject to regular review and audit by U.S. federal, state, local, and foreign tax authorities. For example, our 2008 to 2022 tax years remain subject to examination in the\nUnited States and California due to tax attributes and statutes of limitations, and our 2018 to 2022 tax years remain subject to examination in Ireland. We are currently under\nexamination for income taxes by the Internal Revenue Service (\u201cIRS\u201d) for the years 2013, 2016, 2017, and 2018. We are continuing to respond to inquiries related to these\nexaminations. In December 2020, we received a Notice of Proposed Adjustment (\u201cNOPA\u201d) from the IRS for the 2013 tax year relating to the valuation of our international intell"}, {"title": "lyft.txt", "text": "ectual\nproperty which was sold to a subsidiary in 2013. The notice proposed an increase to our U.S. taxable income that could result in additional income tax expense and cash tax liability\nof $1.3 billion, plus penalties and interest, which exceeds our current reserve recorded in our consolidated financial statements by more than $1.0 billion. We disagree with the\nproposed adjustment and intend to vigorously contest it. In February 2021, we submitted a protest to the IRS describing our disagreement with the proposed adjustment and\nrequesting the case be transferred to the IRS Independent Office of Appeals (\u201cIRS Appeals\u201d). In December 2021, we received a rebuttal from the IRS with the same proposed\nadjustments that were in the NOPA. In January 2022, we entered into an administrative dispute process with IRS Appeals. We will continue to pursue all available remedies to\nresolve this dispute, including petitioning the U.S. Tax Court (\u201cTax Court\u201d) for redetermination if an acceptable outcome cannot be reached with IRS Appeals, and if necessary,\nappealing the Tax Court\u2019s decision to the appropriate appellate court. If the IRS prevails in the assessment of additional tax due based on itsposition and such tax and related\ninterest and penalties, if any, exceeds our current reserves, such outcome could have a material adverse impact on our financial position and results\n\n\n\n\n 32\n\fTable of Contents\n\n\n\n\nof operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on our cash flow.\n\nThe determination of our worldwide provision for (benefit from) income taxes and other tax liabilities requires significant judgment by management, and there are many transactions\nwhere the ultimate tax determination is uncertain. Our provision for (benefit from) income taxes is also determined by the manner in which we operate our business, and any\nchanges to such operations or laws applicable to such operations may affect our effective tax rate. Although we believe that our provision for (benefit from) income taxes is\nreasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could materially affect our financial results in the period or periods for\nwhich such determination is made. In addi"}, {"title": "lyft.txt", "text": "tion, our future tax expense could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory\ntax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax\nlaws, regulations, or accounting principles. For example, we have previously incurred losses in the United States and certain international subsidiaries that resulted in an effective\ntax rate that is significantly higher than the statutory tax rate in the United States and this could continue to happen in the future. We may also be subject to additional tax liabilities\nrelating to indirect or other non-income taxes, as described in our risk factor titled \u201c\u2014 Uncertainty in the application of taxes to our Hosts, guests, or platform could increase our tax\nliabilities and may discourage Hosts and guests from conducting business on our platform.\u201d Our tax positions or tax returns are subject to change, and therefore we cannot\naccurately predict whether we may incur material additional tax liabilities in the future, which would materially adversely affect our resultsof operations and financial condition.\n\nIn addition, in connection with any planned or future acquisitions, we may acquire businesses that have differing licenses and other arrangements that may be challenged by tax\nauthorities for not being at arm\u2019s-length or that are potentially less tax efficient than our licenses and arrangements. Any subsequent integration or continued operation of such\nacquired businesses may result in an increased effective tax rate in certain jurisdictions or potential indirect tax costs, which could result in us incurring additional tax liabilities or\nhaving to establish a reserve in our consolidated financial statements, and materially adversely affect our results of operations and financial condition.\n\nChanges in tax laws or tax rulings could materially affect our results of operations and financial condition.\n\nThe tax regimes we are subject to or operate under, including income and non-income (including indirect) taxes, are unsettled and may be subject to significant change. Changes in\ntax laws or tax rulings, or changes in interpretations of existing laws, could materially adversely affect our results of operations and financial condition. On August 16"}, {"title": "lyft.txt", "text": ", 2022, the\nInflation Reduction Act (the \u201cIRA\u201d) was signed into law in the United States. Among other changes, the IRA introduced a corporate minimum tax on certain corporations with average\nadjusted financial statement income over a three-tax year period in excess of $1 billion and an excise tax on certain stock repurchases by certain covered corporations for taxable\nyears beginning after December 31, 2022. The United States government may enact further significant changes to the taxation of business entities including, among other changes,\nan increase in the corporate income tax rate or significant changes to the\ntaxation of income derived from international operations. The likelihood of these changes being enacted or implemented is unclear. In addition, many countries in Europe, as well as\na number of other countries and states, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax\nobligations in many countries and states where we do business or require us to change the manner in which we operate our business. For example, in Italy, a 2017 law requires\nshort-term rental platforms that process payments to collect and remit Host income tax and tourist tax, amongst other obligations. Airbnb has challenged this law before the Italian\ncourts and the CJEU, but if we are unsuccessful this will lead to further compliance and potentially significant prior and future tax obligations. In December 2022, the CJEU found\nthat European law does not prohibit member states from passing legislation requiring short-term rental platforms to withhold income taxes from their hosts, however a requirement to\nappoint tax representative (on which the 2017 law and the withholding obligations are based) is contrary to EU law and the case will now return to the national court. Airbnb\u2019s\nsubsidiary in Italy and subsidiary in Ireland are subject to tax audits in Italy, including in relation to permanent establishment, transfer pricing, and withholding obligations. Such audits\ncould result in the imposition of potentially significant prior and future tax obligations.\n\nThe Organization for Economic Cooperation and Development has been working on a Base Erosion and Profit Shifting Project, and issued a report in 2015 and an interim report in\n2018 detailing 15 key actions aimed at ensuring profits are taxed where"}, {"title": "lyft.txt", "text": "the economic activities generating those profits are performed and where value is created. Work continues to\nbe undertaken by the project with regard to each action, and new recommendations are regularly made, including proposed new legislation. Recent examples include the\nimplementation of minimum standards in local legislation to neutralize the effects of hybrid mismatches and to appropriately tax controlled foreign companies. Proposals from the\nOECD can result in an increased tax burden for us in jurisdictions that adopt such proposals.\n\nOf particular focus at the moment is what is known as BEPS 2.0 - the aim to address the tax challenges arising from the digitalization of the economy, and in 2021, more than 140\ncountries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. As this framework is subject to further negotiation and\nimplementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain. Similarly, the European Commission and several\ncountries have issued proposals that would change various aspects of the current tax framework under which we are taxed. These proposals include changes to the existing\nframework to calculate income tax, as well as proposals to change or impose new types of non-income (including indirect) taxes, including taxes based on a percentage of revenue.\nFor example, France, Italy, Spain, and the United Kingdom, among others, have each proposed or enacted taxes applicable to digital services, which includes business activities on\ndigital platforms and would likely apply to our business. In December 2022, the EU unanimously agreed to implement the minimum tax rate legislation by December 31, 2023 in all\nMember States, though whether this is practically achievable is currently unknown. Several other countries including Australia, Canada, Colombia, Japan, New Zealand, Norway,\nSingapore, South Korea, and the United Kingdom have also committed to implement similar legislation within the same timeframe.\n\nThe European Commission has conducted investigations in multiple countries focusing on whether local country tax rulings or tax law provide preferential tax treatment that violates\nEU state aid rules and concluded that certain countries, including Ireland, have provided illegal state aid in certain cases. These investigations"}, {"title": "lyft.txt", "text": "may result in changes to the tax\ntreatment of our foreign operations. Due to the large\n\n\n\n\n 33\n\fTable of Contents\n\n\n\n\nand increasing scale of our international business activities, many of these types of changes to the taxation of our activities described above and in our risk factor titled \u201c\u2014\nUncertainty in the application of taxes to our Hosts, guests, or platform could increase our tax liabilities and may discourage Hosts and guests from conducting business on our\nplatform\u201d could increase our worldwide effective tax rate, increase the amount of non-income (including indirect) taxes imposed on our business, and materially adversely affect our\nbusiness, results of operations, and financial condition. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated\nand recorded in our financial statements.\n\nOur ability to use our net operating loss carryforwards and certain other tax attributes may be limited.\n\nWhile federal net operating loss carryforwards generated on or after January 1, 2018 are not subject to expiration, thedeductibility of such net operating loss carryforwards is limited\nto 80% of our taxable income for taxable years beginning on or after January 1, 2021. Utilization of our net operating loss carryforwards depends on our future taxable income, and\nthere is a risk that some of our existing net operating loss carryforwards and tax credits could expire unused (to the extent subject to expiration) and be unavailable to offset future\ntaxable income, which could materially adversely affect our results of operations and financial condition. In addition, under Sections 382 and 383 of the Internal Revenue Code of\n1986, as amended (the \u201cCode\u201d), if a corporation undergoes an \u201cownership change,\u201d generally defined as a greater than 50 percentage point change (by value) in its equity\nownership by significant stockholders or groups of stockholders over a three-year period, the corporation\u2019s ability to use its pre-change net operating loss carryforwards and other\npre-change tax attributes, such as research tax credits, to offset its post-change taxable income or income tax liabilities may be limited. Similar rules may apply under state tax laws.\nWe may have undergone ownership changes in the past, a"}, {"title": "lyft.txt", "text": "nd we may experience ownership changes in the future because of shifts in our stock ownership, many of which are\noutside of our control. As a result, our ability to use our net operating loss carryforwards and other tax attributes to offset future U.S. federal taxable income or income tax liabilities\nmay be, or may become, subject to limitations, which could result in increased future tax liability to us.\n\nWe have adopted a Live and Work Anywhere policy. The increase in remote working could subject us to certain operational challenges and have adverse tax\nimplications, which could materially adversely affect our business, results of operations, and financial condition.\n\nAs a result of the COVID-19 pandemic, most of our employees and third-party vendors and service providers began working remotely. In 2022, we formally adopted our Live and\nWork Anywhere policy, which permits the majority of our employees to work remotely. Remote working may subject us to operational challenges and risks. For example, a natural\ndisaster, power outage, connectivity issue, or other event may impact our employees\u2019 ability to work remotely. In addition, members of our workforce who work remotely may nothave access to technology that is as robust as that in our offices, which could cause the networks, information systems, applications, and other tools available to those remote\nworkers to be more limited or less reliable than in our offices. We may also be exposed to risks associated with the locations of remote workers, including compliance with local laws\nand regulations or exposure to compromised internet infrastructure. Allowing members of our workforce to work remotely may create intellectual property risk if employees create\nintellectual property on our behalf while residing in a jurisdiction with unenforced or uncertain intellectual property laws. Further, if employees fail to inform us of changes in their work\nlocation, we may be exposed to additional risks without our knowledge. Remote working may also result in consumer, privacy, information technology and cybersecurity, and fraud\nrisks.\n\nAdditionally, our reduction in workforce in May 2020 and remote work arrangements resulting from the COVID-19 pandemic caused us to recognize an impairment of certain of our\nreal property lease arrangements, and depending on the duration and extent of the remote work arrangements under o"}, {"title": "lyft.txt", "text": "ur Live and Work Anywhere working model, we may incur\nadditional impairment charges related to our real property lease agreements.\n\nOur transition to full or predominantly remote work environments also presents significant challenges to maintaining compliance with country and state requirements such as\nemployee income tax withholding, the recording of reserves to cover withholding corrections or penalties, remittance and reporting, payroll registration, and workers\u2019 compensation\ninsurance. Additionally, foreign tax authorities may assert that certain of our entities have created permanent establishment in their countries which could result in additional\ncorporate income taxes and employee payroll withholding obligations. Any of these operational challenges or tax implications resulting from our Live and Work Anywhere policy may\nmaterially adversely affect our business, results of operations, and financial condition.\n\nOur business depends on attracting and retaining capable management and employees, and the loss of any key personnel could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\nOur success depends in large part on our ability to attract and retain high-quality management and employees. Our founders and other members of our senior management team,\nas well as other employees, may terminate their employment with us at any time, which could materially adversely affect our business, results of operations, and financial condition.\n\nAs we continue to grow, we cannot guarantee that we will be able to attract and retain the personnel we need. Our business requires highly skilled technical, engineering, design,\nproduct, data analytics, marketing, business development, and community support personnel, including executive-level employees, who are in high demand and are often subject to\ncompeting offers. Competition for qualified employees and executive-level employees is intense in our industry and jurisdictions where we operate. The loss of qualified employees,\nor an inability to attract, retain, and motivate employees required for the planned expansion of our business would materially adversely affect our business, results of operations, and\nfinancial condition and impair our ability to grow.\n\nTo attract and retain key personnel, we use various measures, including an equity incentive program. As we continue to mature,"}, {"title": "lyft.txt", "text": "the incentives to attract, retain, and motivate\nemployees provided by our programs or by future arrangements may not be as effective as in the past. We have a number of current employees, including our founders, who hold\nequity in our company. As a result, it may be difficult for us to continue to retain and motivate these employees, and the value of their holdings could affect their decisions about\nwhether or not they continue to work for us. Our ability to attract, retain, and motivate employees may be adversely affected by declines in our stock price. If we\n\n\n\n\n 34\n\fTable of Contents\n\n\n\n\nissue significant equity to attract employees or to retain our existing employees, we would incur substantial additional stock-based compensation expense and the ownership of our\nexisting stockholders would be further diluted.\n\nConsumer use of devices and platforms other than desktop computers creates challenges. If we are unable to operate effectively on these platforms, our business,\nresults of operations, and financial condition could be materially adversely affected.\n\nPeople regularly access the Internet through mobile phones, tablets, handheld computers, voice-assisted speakers, television set-top devices, smart televisions, wearables, and\nautomobile in-dash systems. These devices enable new modalities of interaction, such as conversational user interfaces, and new intermediaries, such as \u201csuper-apps\u201d like WeChat,\nwhere consumers can use many online services without leaving a particular app. We anticipate that the use of these means of access will continue to grow and that usage through\ndesktop computers will continue to decline, especially in certain regions of the world experiencing the highest rate of Internet adoption. The functionality and user experiences\nassociated with these alternative devices, such as a smaller screen size or lack of a screen, may make the use of our platform through such devices more difficult than through a\ndesktop computer, lower the use of our platform, and make it more difficult for our Hosts to upload content to our platform. In addition, consumer purchasing patterns can differ on\nalternative devices, and it is uncertain how the proliferation of mobile devices will impact the use of our platform and services. Mobile consumers may also be unwill"}, {"title": "lyft.txt", "text": "ing to download\nmultiple apps from multiple companies providing similar services leading such consumers to opt to use one of our competitors\u2019 services instead of ours. As a result, brand recognition\nand the consumer experience with our mobile apps will likely become increasingly important to our business. In addition, these new modalities create opportunities for device or\nsystems companies, such as Amazon, Apple, and Google, to control the interaction with our consumers and disintermediate existing platforms such as ours.\n\nWe need to provide solutions for consumers who are limited in the size of the app they can support on their mobile devices and address latency issues in countries with lower\nbandwidth for both desktop and mobile devices. Because our platform contains data-intensive media, these issues are exacerbated. As new devices, operating systems, and\nplatforms continue to be released, it is difficult to predict the problems we may encounter in adapting our offerings and features to them, and we may need to devote significant\nresources to the creation, support, and maintenance of our offerings and features.\n\nOur success will also depend on the interoperability of our offerings with a range of third-party technologies, systems, networks, operating systems, and standards, including iOS and\nAndroid; the availability of our mobile apps in app stores and in \u201csuper-app\u201d environments; and the creation, maintenance, and development of relationships with key participants in\nrelated industries, some of which may also be our competitors. In addition, if accessibility of various apps is limited by executive order or other government actions, the full\nfunctionality of devices may not be available to our customers. Moreover, third-party platforms, services and offerings are constantly evolving, and we may not be able to modify our\nplatform to assure its compatibility with those of third parties. If we lose such interoperability, we experience difficulties or increased costs in integrating our offerings into alternative\ndevices or systems, or manufacturers or operating systems elect not to include our offerings, make changes that degrade the functionality of our offerings, or give preferential\ntreatment to competitive products, the growth of our community and our business, results of operations, and financial condition could be materially adversely affected. This r"}, {"title": "lyft.txt", "text": "isk may\nbe exacerbated by the frequency with which consumers change or upgrade their devices. In the event consumers choose devices that do not already include or support our platform\nor do not install our mobile apps when they change or upgrade their devices, our traffic and Host and guest engagement may be harmed.\n\nIf we are unable to adapt to changes in technology and the evolving demands of Hosts and guests, our business, results of operations, and financial condition could be\nmaterially adversely affected.\n\nThe industries in which we compete are characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new offering announcements,\nintroductions, and enhancements, and changing consumer demands and preferences. We have invested heavily in our technology in recent years. Our future success will depend\non our ability to adapt our platform and services to evolving industry standards and local preferences and to continually innovate and improve the performance, features, and\nreliability of our platform and services in response to competitive offerings and the evolving demands of Hosts and guests. Our future success will also depend on our ability to adapt\nto emerging technologies such as tokenization, cryptocurrencies, new authentication technologies, such as biometrics, distributed ledger and blockchain technologies, artificial\nintelligence, virtual and augmented reality, and cloud technologies. As a result, we intend to continue to spend significant resources maintaining, developing, and enhancing our\ntechnologies and platform; however, these efforts may be more costly than expected and may not be successful. For example, we may not make the appropriate investments in new\ntechnologies, which could materially adversely affect our business, results of operations, and financial condition. Further, technological innovation often results in unintended\nconsequences such as bugs, vulnerabilities, and other system failures. Any such bug, vulnerability, or failure, especially in connection with a significant technical implementation or\nchange, could result in lost business, harm to our brand or reputation, consumer complaints, and other adverse consequences, any of which could materially adversely affect our\nbusiness, results of operations, and financial condition.\n\nAnother critical component to our future success will be our"}, {"title": "lyft.txt", "text": "ability to integrate new or emerging payment methods into our platform to offer alternative payment solutions to\nconsumers. Alternate payment providers such as Alipay, Paytm, and WeChat Pay operate closed-loop payments systems with direct connections to both consumers and merchants.\nIn many regions, particularly in Asia where credit cards are not readily available and/or e-commerce is largely carried out through mobile devices, these and other emerging alternate\npayment methods are the exclusive or preferred means of payment for many consumers.\n\nWe are subject to payment-related fraud and an increase in or failure to deal effectively with fraud, fraudulent activities, fictitious transactions, or illegal transactions\nwould materially adversely affect our business, results of operations, and financial condition.\n\nWe process a significant volume and dollar value of transactions on a daily basis. When Hosts do not fulfill their obligations to guests, there are fictitious listings or fraudulent\nbookings on our platform, or there are Host account takeovers, we have incurred and will continue to incur losses from claims by Hosts and guests, and these losses may be\nsubstantial. Such instances have and can lead to the reversal of payments received by us for such bookings, referred to as a \u201cchargeback.\u201d For the year ended December 31, 2022,\ntotal chargeback\n\n\n\n\n 35\n\fTable of Contents\n\n\n\n\nexpense was $119.6 million. The capabilities of criminal fraudsters, combined with individuals\u2019 susceptibility to fraud may cause our Hosts and guests to be subject to ongoing\naccount takeovers and identity fraud issues. While we have taken measures to detect and reduce the risk of fraud, there is no guarantee that they will be successful and they require\ncontinuous improvement and optimization of continually evolving forms of fraud to be effective. Our ability to detect and combat fraudulent schemes, which have become\nincreasingly common and sophisticated, could be adversely impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms,\nincluding mobile and other devices, and our growth in certain regions, including in regions with a history of elevated fraudulent activity. We expect that technically-knowledgeable\ncriminals will continue to attempt"}, {"title": "lyft.txt", "text": "to circumvent our anti-fraud systems including through account takeovers and cybersecurity breaches. In addition, the payment card networks have\nrules around acceptable chargeback ratios. If we are unable to effectively combat fictitious listings and fraudulent bookings on our platform, combat the use of fraudulent or stolen\ncredit cards, or otherwise maintain or lower our current levels of chargebacks, we may be subject to fines and higher transaction fees or be unable to continue to accept card\npayments because payment card networks have revoked our access to their networks, any of which would materially adversely impact our business, results of operations, and\nfinancial condition.\n\nOur payments platform is susceptible to potentially illegal or improper uses, including money laundering, transactions in violation of economic and trade sanctions, corruption and\nbribery, terrorist financing, fraudulent listings, Host account takeovers, or the facilitation of other illegal activity. Use of our payments platform for illegal or improper uses has\nsubjected us, and may subject us in the future, to claims, lawsuits, and government and regulatory investigations, inquiries, or requests, which could result in liability and reputational\nharm for us. We have taken measures to detect and reduce fraud and illegal activities, but these measures need to be continually improved and may add friction to our booking\nprocess. These measures may also not be effective against fraud and illegal activities, particularly new and continually evolving forms of circumvention. If these measures do not\nsucceed in reducing fraud, our business, results of operations, and financial condition would be materially adversely affected.\n\nOur payments operations are subject to extensive government regulation and oversight. Our failure to comply with extensive, complex, overlapping, and frequently\nchanging laws, rules, regulations, policies, legal interpretations, and regulatory guidance could materially adversely affect our business, results of operations, and\nfinancial condition.\n\nOur payments platform is subject to various laws, rules, regulations, policies, legal interpretations, and regulatory guidance, including those governing: cross-border and domestic\nmoney transmission and funds transfers; stored value and prepaid access; foreign exchange; data privacy, and data security; banking secrecy;"}, {"title": "lyft.txt", "text": "payment services (including payment\nprocessing and settlement services); consumer protection; economic and trade sanctions; anti-corruption and anti-bribery; and anti-money laundering and counter-terrorist financing.\nAs we expand and localize our international activities, we have and will become increasingly subject to the laws of additional countries or geographies. In addition, because we\nfacilitate bookings on our platform worldwide, one or more jurisdictions may claim that we or our customers are required to comply with their laws. Laws regulating our payments\nplatform outside of the United States often impose different, more specific, or even conflicting obligations on us, as well as broader liability. For example, certain transactions that\nmay be permissible in a local jurisdiction may be prohibited by regulations of the U.S. Department of the Treasury\u2019s Office of Foreign Assets Control (\u201cOFAC\u201d) or U.S. anti-money\nlaundering or counter-terrorist financing regulations.\n\nWe have assessed, and will continue to assess, the adequacy of our policies, procedures, and internal controls for ensuring compliance with applicable laws, rules, regulations,\npolicies, legal interpretations,and regulatory guidance, including the ones described below. Through these assessments, we have identified, and may in the future identify, certain\ngaps or weaknesses in our existing compliance programs, including in our policies, procedures, or internal controls. As a result of findings from these assessments, we have and\nmay in the future take certain actions, such as implementing enhancements to our compliance measures and amending, updating, or revising our policies, procedures, and internal\ncontrols, and other operational frameworks, designed to monitor for and ensure compliance with existing and new laws, rules, regulations, policies, legal interpretations, and\nregulatory guidance. Implementing appropriate measures to fully remediate or address findings from assessments of our compliance programs may require us to incur significant\ncosts.\n\nAny failure or perceived failure to comply with existing or new laws and regulations, including the ones described in this risk factor, or orders of any governmental authority, including\nchanges to or expansion of their interpretations, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant as"}, {"title": "lyft.txt", "text": "sets, enforcement actions in one or\nmore jurisdictions, result in additional compliance and licensure requirements, and increased regulatory scrutiny of our business. In addition, we may be forced to restrict or change\nour operations or business practices, make product changes, or delay planned product launches or improvements. Any of the foregoing could materially adversely affect our brand,\nreputation, business, results of operations, and financial condition. The complexity of global regulatory and enforcement regimes, coupled with the global scope of our operations\nand the evolving global regulatory environment, could result in a single event giving rise to a large number of overlapping investigations and legal and regulatory proceedings by\nmultiple government authorities in different jurisdictions, and have an adverse impact on, or result in the termination of, our relationships with financial institutions and other service\nproviders on whom we rely for payment processing services. Our ability to track and verify transactions to comply with these regulations, including the ones described in this risk\nfactor, require a high level of internal controls. As our business continues to grow and regulations change, we must continue to strengthen our associated internal controls. Any\nfailure to maintain the necessary controls could result in reputational harm and result in significant penalties and fines from regulators.\n\nPayments Regulation\n\nIn the United States, our wholly-owned subsidiary, Airbnb Payments, Inc. (\u201cAirbnb Payments\u201d), is registered as a \u201cMoney Services Business\u201d with the U.S. Department of Treasury\u2019s\nFinancial Crimes Enforcement Network (\u201cFinCEN\u201d), and subject to regulatory oversight and enforcement by FinCEN under the Bank Secrecy Act, as amended by the USA PATRIOT\nAct of 2001 (the \u201cBSA\u201d). Airbnb Payments has also obtained licenses to operate as a money transmitter (or its equivalent) in various states and territories where such licenses are\nrequired. As a licensed money transmitter, Airbnb Payments is subject to obligations and restrictions with respect to the handling and investment of customer funds, record keeping\nand reporting requirements, bonding requirements, and inspection by state regulatory agencies. In U.S. states and territories in which Airbnb Payments has not obtained a license to\noperate as a money transmitter (or its equivalent)"}, {"title": "lyft.txt", "text": ", we may be required to apply for licenses or regulatory approvals, including due to changes in applicable laws and regulations or\ntheir interpretations.\n\n\n\n\n 36\n\fTable of Contents\n\n\n\n\nWe issue gift cards in the United States and in certain other geographies for use on our platform and are subject to consumer protection and disclosure regulations relating to those\nservices. If we seek to expand our gift cards or other stored value card products and services, or as a result of regulatory changes, we may be subject to additional regulation and\nmay be required to obtain additional licenses and registrations, which we may not be able to obtain.\n\nWe principally provide our payment services to Hosts and guests in the EEA through Airbnb Payments Luxembourg SA (\u201cAPLux\u201d), our wholly-owned subsidiary that is licensed and\nsubject to regulation as a payments institution in Luxembourg. EEA laws and regulations are typically subject to different and potentially inconsistent interpretations by the countries\nthat are members of the EEA, which can make compliance more costly and operationally difficult to manage. For example, countries that are EEA members may each have different\nand potentially inconsistent domestic regulations implementing European Directives, including the European Union Payment Services Directive, the Revised Payment Services\nDirective (\u201cPSD2\u201d), the E-Money Directive, and the Fourth and Fifth Anti-Money Laundering Directives. Further, we provide our payments services to Hosts and guests in the United\nKingdom and other geographies outside the United States and the EEA through Airbnb Payments UK Limited (\u201cAPUK\u201d), our wholly-owned subsidiary that is licensed and subject to\nregulation as an electronic money institution (\u201cEMI\u201d) in the United Kingdom, as well as through our other wholly-owned payments entities.\n\nPSD2 imposes new standards for payment security and strong customer authentication (aimed at fraud reduction) that may make it more difficult and time consuming to carry out a\npayment transaction. The United Kingdom began enforcing requirements with respect to online card payments in 2022, while countries in the EEA began enforcing these\nrequirements in 2021. In many cases, strong customer authentication requires our UK and EEA guests to engage in additional ste"}, {"title": "lyft.txt", "text": "ps to authenticate payment transactions and EEA\nHosts to perform authentication upon access to their Airbnb payout account or modification of their payout account information. These additional authentication requirements may\nmake our platform experience for Hosts and guests in the United Kingdom and EEA substantially less convenient, and such loss of convenience could meaningfully reduce the\nfrequency with which our customers use our platform or could cause some Hosts and guests to stop using our platform entirely, which could materially adversely affect our business,\nresults of operations, and financial condition.\n\nIn many countries or geographies, it is and may not be clear whether we are required to be licensed as a payment services provider, electronic money institution, financial institution,\nor otherwise. In such instances, we partner with local banks and licensed payment processors to process payments and conduct foreign exchange transactions in local currency.\nLocal regulators may slow or halt payments to Hosts conducted through local banks and licensed payment processors or otherwise prohibit or impede us from doing business in a\njurisdiction. We may be required to apply for various additional licenses, certifications, and regulatory approvals, including due to changes in applicable laws and regulations or their\ninterpretations. There can be no assurance that we will be able to (or decide to) obtain any such licenses, certifications, and approvals.\n\nThere are substantial costs and potential changes to our offerings involved in obtaining, maintaining, and renewing licenses, certifications, and approvals globally. Our payments\nentities are subject to inspections, examinations, supervision, and regulation by each relevant regulating authority, including, within the United States, by each state in which Airbnb\nPayments is licensed. We could be subject to significant fines or other enforcement actions if we are found to violate disclosure, reporting, anti-money laundering, economic and\ntrade sanctions, capitalization, fund management, corporate governance and internal controls, risk management, data privacy, data security and data localization, information\nsecurity, banking secrecy, taxation, sanctions, or other laws and requirements, including those imposed on UK EMIs and Luxembourg payments institutions. These factors could\ninvolve considerable delay t"}, {"title": "lyft.txt", "text": "o the development or provision of our offerings or services, require significant and costly operational changes, impose restrictions, limitations, or\nadditional requirements on our business, or prevent us from providing our offerings or services in a given geography.\n\nConsumer Protection\n\nWe are subject to consumer protection laws and regulations in the U.S. and the countries from which we provide services. In the United States, the Dodd-Frank Act established the\nConsumer Financial Protection Bureau (the \u201cCFPB\u201d), which is empowered to conduct rulemaking and supervision related to, and enforcement of, federal consumer financial\nprotection laws. We are subject to a number of such federal consumer financial protection laws and regulations, as well as related state consumer protection laws and regulations,\nincluding the Electronic Fund Transfer Act and its implementing Regulation E. Regulation E applies to certain services provided by Airbnb Payments and requires us to provide\nadvance disclosure of changes to our services, follow specified error resolution procedures, and reimburse consumers for losses from certain transactions not authorized by the\nconsumer, among other requirements.In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining unfair, deceptive, or\nabusive acts or practices, and new model disclosures.\nWe could be subject to fines or other penalties if we are found to have violated the Dodd-Frank Act\u2019s prohibition against unfair, deceptive, or abusive acts or practices or other\nconsumer financial protection laws enforced by the CFPB or other agencies. The CFPB\u2019s authority to change regulations adopted in the past by other regulators could increase our\ncompliance costs and litigation exposure. Additionally, technical violations of consumer protection laws could result in the assessment of actual damages or statutory damages or\npenalties, including plaintiffs\u2019 attorneys\u2019 fees. The Dodd-Frank Act also empowers state attorneys general and other state officials to enforce federal consumer protection laws under\nspecified conditions. Various government offices and agencies, including various state agencies and state attorneys general (as well as the CFPB and the U.S. Department of\nJustice), have the authority to conduct reviews, investigations, and proceedings (both formal and informal) involvi"}, {"title": "lyft.txt", "text": "ng us or our subsidiaries. These examinations, inquiries, and\nproceedings could result in, among other things, substantial fines, penalties, or changes in business practices that may require us to incur substantial costs.\n\nWe provide payment services that may be subject to various U.S. state and federal data privacy and data security laws and regulations. Relevant federal privacy and security laws\ninclude the GLBA, which (along with its implementing regulations) restricts certain collection, processing, storage, use, and disclosure of personal information, requires notice to\nindividuals of privacy practices, and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information. These\nrules also\n\n\n\n\n 37\n\fTable of Contents\n\n\n\n\nimpose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. See our risk factor titled \u201c\u2014 If\nwe fail to comply with federal, state, and foreign laws relating to data privacy and data security, we may face potentially significant liability, negative publicity, an erosion of trust, and\nincreased regulation could materially adversely affect our business, results of operations, and financial condition.\u201d\n\nIn addition to UK and Luxembourg payments-related consumer protection laws that are applicable to our business, regulators in European Union member states could notify APUK\nand APLux of local consumer protection laws that apply to our businesses, and could also seek to persuade the UK and Luxembourg regulators to order APUK or APLux to conduct\ntheir activities in the local country directly or through a branch office. These or similar actions by these regulators could increase the cost of, or delay, our plans to expand our\nbusiness in EU countries.\n\nAnti-Money Laundering and Counter-Terrorist Financing\n\nWe are subject to various anti-money laundering and counter-terrorist financing laws and regulations around the world, including the BSA. Among other things, the BSA requires\nmoney services businesses (including money transmitters such as Airbnb Payments) to develop and implement risk-based anti-money laundering programs, report large cash\ntransactions and suspicious activity, and maintain tran"}, {"title": "lyft.txt", "text": "saction records. The BSA prohibits, among other things, our involvement in transferring the proceeds of criminal activities. In\nconnection with and when required by regulatory requirements, we make information available to certain U.S. federal and state, as well as certain foreign, government agencies to\nassist in the prevention of money laundering, terrorist financing, and other illegal activities and pursuant to legal obligations and authorizations. In certain circumstances, we may be\nrequired by government agencies to deny transactions that may be related to persons suspected of money laundering, terrorist financing, or other illegal activities, and it is possible\nthat we may inadvertently deny transactions from customers who are making legal money transfers. Regulators in the United States and globally may require us to further revise or\nexpand our compliance programs, including the procedures we use to verify the identity of our customers and to monitor international and domestic transactions. In the United\nKingdom and European Union, the implementation of further anti-money laundering requirements and regulations may make compliance more costly and operationally difficult tomanage, lead to increased friction for customers, and result in a decrease in business. Penalties for non-compliance with the European Union\u2019s Fourth Anti-Money Laundering\nDirective (\u201cMLD4\u201d) could include fines of up to 10% of APLux\u2019s total annual turnover. In April 2018, the European Parliament adopted the European Commission\u2019s proposal for a Fifth\nAnti-Money Laundering Directive (\u201cMLD5\u201d), which has now been implemented in the national laws of EU Member States and which contains more stringent provisions in certain\nareas, which will increase compliance costs. Similar penalties are available to the UK Financial Conduct Authority in relation to APUK pursuant to the UK\u2019s implementation of the EU\nMoney Laundering Directives in the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017/692 (as amended).\n\nWe are subject to governmental economic and trade sanctions laws and regulations that limit the scope of our offering. Additionally, failure to comply with applicable\neconomic and trade sanctions laws and regulations could subject us to liability and negatively affect our business, results of operations and financial condition.\n\nWe are r"}, {"title": "lyft.txt", "text": "equired to comply with economic and trade sanctions administered by governments where we operate, including agencies of the U.S. government (including without\nlimitation regulations administered and enforced by OFAC, the U.S. Department of State, and the U.S. Commerce Department), the Council of the European Union, the Office of\nFinancial Sanctions Implementation of His Majesty\u2019s Treasury in the United Kingdom (\u201cOFSI\u201d) and the Ministry of Finance and Commission de Surveillance du Secteur Financier of\nLuxembourg. These economic and trade sanctions generally prohibit or restrict transactions to or from or dealings with certain specified countries, regions, governments and, in\ncertain circumstances, their nationals, and with individuals and entities that are specially-designated, such as individuals and entities included on OFAC\u2019s List of Specially\nDesignated Nationals and Blocked Persons (\u201cSDN List\u201d), subject to EU/UK asset freezes, or other sanctions measures. Any future economic and trade sanctions imposed in\njurisdictions where we have significant business could materially adversely impact our business, results of operations, and financial condition. Our ability to track and verify\ntransactions and otherwise to comply with these regulations require a high level of internal controls. We maintain policies and procedures to implement these internal controls, which\nwe periodically assess and update to the extent we identify compliance gaps. We routinely report to OFAC on payments we have rejected or blocked pursuant to OFAC sanctions\nregulations and on possible violations of those regulations. We have also reported to OFSI on dealings with persons subject to UK sanctions and to the Luxembourg Ministry of\nFinance on dealings with persons subject to EU sanctions. There is a risk that, despite the internal controls that we have in place, we have engaged in transactions inconsistent with\napplicable sanctions laws. Any non-compliance with economic and trade sanctions laws and regulations or related investigations could result in claims or actions against us and\nmaterially adversely affect our business, results of operations, and financial condition. As our business continues to grow and regulations change, we may be required to make\nadditional investments in our internal controls or modify our business.\n\nAs a result of Russia\u2019s military action in Ukraine in 2022, go"}, {"title": "lyft.txt", "text": "vernmental authorities in the United States, the European Union, and the United Kingdom, among others, launched an\nexpansion of coordinated sanctions and export control measures, including sanctions against certain individuals and entities and prohibiting or limiting certain financial and\ncommercial transactions. We had identified certain transactions that potentially implicated those sanctions, we notified the appropriate regulators about these developments, and\nOFAC initiated a civil investigation of certain payment instructions involving attempted payouts to Hosts' bank accounts at sanctioned Russian banks. In August 2022, OFAC closed\nthe investigation by issuing a cautionary letter with no administrative penalty.\n\nWe are subject to payment network rules and any material modification of our payment card acceptance privileges could have a material adverse effect on our\nbusiness, results of operations, and financial condition.\n\nThe loss of our credit and debit card acceptance privileges or the significant modification of the terms under which we obtain card acceptance privileges would significantly limit our\nbusiness model since a vast majority of our guests pay using credit or debit cards. We are required by our payment processors to comply with payment card network operating rules,\nincluding the Payment Card Industry Data Security Standards (the \u201cPCI DSS\u201d). Under the PCI DSS, we are required to adopt and implement internal controls over the use, storage,\nand\n\n\n\n\n 38\n\fTable of Contents\n\n\n\n\ntransmission of card data to help prevent credit card fraud. If we fail to comply with the rules and regulations adopted by the payment card networks, including the PCI DSS, we\nwould be in breach of our contractual obligations to payment processors and merchant banks. Such failure to comply may damage our relationships with payment card networks,\nsubject us to restrictions, fines, penalties, damages, and civil liability, and could eventually prevent us from processing or accepting payment cards, which would have a material\nadverse effect on our business, results of operations, and financial condition. Moreover, the payment card networks could adopt new operating rules or interpret or reinterpret\nexisting rules that we or our payment processors might find difficult or even impossi"}, {"title": "lyft.txt", "text": "ble to comply with, or costly to implement. As a result, we could lose our ability to give consumers\nthe option of using payment cards to make their payments or the choice of currency in which they would like their payment card to be charged. Further, there is no guarantee that,\neven if we comply with the rules and regulations adopted by the payment card networks, we will be able to maintain our payment card acceptance privileges. We also cannot\nguarantee that our compliance with network rules or the PCI DSS will prevent illegal or improper use of our payments platform or the theft, loss, or misuse of the credit card data of\ncustomers or participants, or a security breach. We are also required to submit to periodic audits, self-assessments, and other assessments of our compliance with the PCI DSS. If\nan audit, self-assessment, or other assessment indicates that we need to take steps to remediate any deficiencies, such remediation efforts may distract our management team and\nrequire us to undertake costly and time-consuming remediation efforts, and we could lose our payment card acceptance privileges.\n\nWe are also subject to network operating rules and guidelines promulgated by theNational Automated Clearing House Association (\u201cNACHA\u201d) relating to payment transactions we\nprocess using the Automated Clearing House (\u201cACH\u201d) Network. Like the payment networks, NACHA may update its operating rules and guidelines at any time, which can require us\nto take more costly compliance measures or to develop more complex monitoring systems.\n\nWe rely on third-party payment service providers to process payments made by guests and payments made to Hosts on our platform. If these third-party payment\nservice providers become unavailable or we are subject to increased fees, our business, results of operations, and financial condition could be materially adversely\naffected.\n\nWe rely on a number of third-party payment service providers, including payment card networks, banks, payment processors, and payment gateways, to link us to payment card and\nbank clearing networks to process payments made by our guests and to remit payments to Hosts on our platform. We have agreements with these providers, some of whom are the\nsole providers of their particular service.\nIf these companies become unwilling or unable to provide these services to us on acceptable terms or at all, our business m"}, {"title": "lyft.txt", "text": "ay be disrupted, we would need to find an alternate\npayment service provider, and we may not be able to secure similar terms or replace such payment service provider in an acceptable time frame. If we are forced to migrate to other\nthird-party payment service providers for any reason, the transition would require significant time and management resources, and may not be as effective, efficient, or well-received\nby our Hosts and guests. Any of the foregoing could cause us to incur significant losses and, in certain cases, require us to make payments to Hosts out of our funds, which could\nmaterially adversely affect our business, results of operations, and financial condition.\n\nIn addition, the software and services provided by our third-party payment service providers may fail to meet our expectations, contain errors or vulnerabilities, be compromised, or\nexperience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to Hosts on our platform,\nwhich could make our platform less convenient and desirable to customers and adversely affect our ability to attract and retain Hosts and guests.\n\nMoreover, our agreements with payment service providers may allow these companies, under certain conditions, to hold an amount of our cash as a reserve. They may be entitled to\na reserve or suspension of processing services upon the occurrence of specified events, including material adverse changes in our business, results of operations, and financial\ncondition. An imposition of a reserve or suspension of processing services by one or more of our processing companies, could have a material adverse effect on our business,\nresults of operations, and financial condition.\n\nIf we fail to invest adequate resources into the payment processing infrastructure on our platform, or if our investment efforts are unsuccessful or unreliable, our payments activities\nmay not function properly or keep pace with competitive offerings, which could adversely impact their usage. Further, our ability to expand our payments activities into additional\ncountries is dependent upon the third-party providers we use to support these activities. As we expand the availability of our payments activities to additional geographies or offer\nnew payment methods to our Hosts and guests in the future, we may become subject to"}, {"title": "lyft.txt", "text": "additional regulations and compliance requirements, and exposed to heightened fraud risk,\nwhich could lead to an increase in our operating expenses.\n\nFor certain payment methods, including credit and debit cards, we pay interchange and other fees, and such fees result in significant costs. Payment card network costs have\nincreased, and may continue to increase in the future, the interchange fees and assessments that they charge for each transaction that accesses their networks, and may impose\nspecial fees or assessments on any such transaction. Our payment card processors have the right to pass any increases in interchange fees and assessments on to us. Credit card\ntransactions result in higher fees to us than transactions made through debit cards. Any material increase in interchange fees in the United States or other geographies, including as\na result of changes in interchange fee limitations imposed by law in some geographies, or other network fees or assessments, or a shift from payment with debit cards to credit cards\ncould increase our operating costs and materially adversely affect our business, results of operations, and financial condition.\n\nOur failure to properly managefunds held on behalf of customers could materially adversely affect our business, results of operations, and financial condition.\n\nWe offer integrated payments in over 40 currencies to allow access to guest demand from more than 220 countries and regions and the ability for many Hosts to be paid in their local\ncurrency or payment method of choice. When a guest books and pays for a stay or experience on our platform, we hold the total amount the guest has paid until check-in, at which\ntime we recognize our service fee as revenue and initiate the process to remit the payment to the Host, which generally occurs 24 hours after the scheduled check-in, barring any\nalterations or cancellations, which may result in funds being returned to the guest. Accordingly, at any given time, we hold on behalf of our Hosts and\n\n\n\n\n 39\n\fTable of Contents\n\n\n\n\nguests a substantial amount of funds, which are generally held in bank deposit accounts and in U.S. treasury bills and recorded on our consolidated balance sheets as funds\nreceivable and amounts held on behalf of customers. In certain jurisdictions, we are re"}, {"title": "lyft.txt", "text": "quired to either safeguard customer funds in bankruptcy-remote bank accounts, or hold such\nfunds in eligible liquid assets, as defined by the relevant regulators in such jurisdictions, equal to at least 100% of the aggregate amount held on behalf of customers. Our ability to\nmanage and account accurately for the cash underlying our customer funds requires a high level of internal controls. As our business continues to grow and we expand our offerings\nand tiers, we must continue to strengthen our associated internal controls. Our success requires significant public confidence in our ability to handle large and growing transaction\nvolumes and amounts of customer funds. Any failure to maintain the necessary controls or to manage the assets underlying our customer funds accurately could result in\nreputational harm, lead customers to discontinue or reduce their use of our platform and services, and result in significant penalties and fines from regulators, each of which could\nmaterially adversely affect our business, results of operations, and financial condition.\n\nIf one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses or be unable to\nprocess payment transactions.\n\nWe have significant amounts of cash, cash equivalents, and other investments, including money market funds, certificates of deposit, U.S. government debt securities, commercial\npaper, corporate debt securities, government agency debt securities, mortgaged-backed and asset-backed securities, with banks or other financial institutions in the United States\nand abroad for both our corporate balances and for funds held on behalf of our Hosts and guests. We also rely on such banks and financial institutions to help process payments\ntransactions. We have both significant funds flows from and to various financial institutions as a result of our processing of payments from guests to Hosts. As part of our currency\nhedging activities on these balances, we enter into transactions involving derivative financial instruments with various financial institutions. We regularly monitor our exposure to\ncounterparty credit risk and manage this exposure in an attempt to mitigate the associated risk. Despite these efforts, we may be exposed to the risk of default by, or deteriorating\noperating results or financial conditio"}, {"title": "lyft.txt", "text": "n, or service interruptions at, or failure of, these counterparty financial institutions. If one of our counterparties were to become insolvent or file\nfor bankruptcy, our ability to recover losses or to access or recover our assets may be limited by the counterparty\u2019s liquidity or the applicable laws governing the insolvency or\nbankruptcy proceedings. Furthermore, our ability to process payment transactions via such counterparties would be severely limited or cease. In the event of default or failure of one\nor more of our counterparties, we could incur significant losses and be required to make payments to Hosts and/or refunds to guests out of our own funds, which could materially\nadversely affect our results of operations and financial condition.\n\nThe failure to successfully execute and integrate acquisitions could materially adversely affect our business, results of operations, and financial condition.\n\nWe have acquired multiple businesses, including our acquisitions of HotelTonight, Inc. and UrbanDoor Inc. in 2019, and we regularly evaluate potential acquisitions. We may expend\nsignificant cash or incur substantial debt to finance such acquisitions, which indebtedness could result in restrictions on our business and significant use of available cash to make\npayments of interest and principal. In addition, we may finance acquisitions by issuing equity or convertible debt securities, which could result in further dilution to our existing\nstockholders. We may enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of management time and significant\nout-of-pocket costs. If we fail to evaluate and execute acquisitions successfully, our business, results of operations, and financial condition could be materially adversely affected.\n\nIn addition, we may not be successful in integrating acquisitions or the businesses we acquire may not perform as well as we expect. While our acquisitions to date have not caused\nmajor disruptions in our business, any future failure to manage and successfully integrate acquired businesses could materially adversely affect our business, results of operations,\nand financial condition. Acquisitions involve numerous risks, including the following:\n\n \u2022 difficulties in integrating and managing the combined operations, technology platforms, or offerings of the acquire"}, {"title": "lyft.txt", "text": "d companies and realizing the anticipated economic,\n operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies;\n \u2022 failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow;\n \u2022 diversion of management\u2019s attention or other resources from our existing business;\n \u2022 our inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired businesses;\n \u2022 uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions;\n \u2022 unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses;\n \u2022 responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to\n maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws;\u2022 difficulties in or costs associated with assigning or transferring to us or our subsidiaries the acquired companies\u2019 intellectual property or its licenses to third-party intellectual\n property;\n \u2022 inability to maintain our culture and values, ethical standards, controls, procedures, and policies;\n \u2022 challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies;\n \u2022 challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP; and\n \u2022 potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or\n intellectual property, are later determined to be impaired and written down in value.\n\n\n\n\n 40\n\fTable of Contents\n\n\n\n\nThe value of our equity investments in private companies could decline, which could materially adversely affect our results of operations and financial condition.\n\nOur equity inv"}, {"title": "lyft.txt", "text": "estments in private companies where we do not have the ability to exercise significant influence are accounted for using the measurement alternative. Such\ninvestments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes, with such changes in value recognized in other income (expense),\nnet in our consolidated statements of operations. Additionally, for our equity investments in private companies where we have the ability to exercise significant influence, but not\ncontrol, we record our proportionate share of net income or loss in other income (expense), net in our consolidated statements of operations. The financial statements provided by\nthese companies are often unaudited. Our investments in private companies are inherently risky, including early-stage companies with limited cash to support their operations and\ncompanies whose results are negatively impacted by downturns in the travel industry. The companies in which we invest include early-stage companies that may still be developing\nproducts and services with limited cash to support the development, marketing, and sales of their products. Further, our ability to liquidate such investments is typically dependent on\na liquidity event, such as a public offering or acquisition, as no public market currently exists for the securities held in the investees. Valuations of privately-held companies are\ninherently complex and uncertain due to the lack of a liquid market for the securities of such companies. If we determine that any of our investments in such companies have\nexperienced a decline in value, we will recognize an expense to adjust the carrying value to its estimated fair value. Negative changes in the estimated fair value of private\ncompanies in which we invest could have a material adverse effect on our results of operations and financial condition.\n\nIf we do not adequately protect our intellectual property and our data, our business, results of operations, and financial condition could be materially adversely affected.\n\nWe hold a broad collection of intellectual property rights, including those related to our brand; certain content and design elements on our platform; our code and our data; inventions\nand processes related to our platform, services, and research and development efforts; an extensive repository of wholly-owned audio and visual assets; mark"}, {"title": "lyft.txt", "text": "eting and promotional\nconcepts and materials; a collection of editorial content; and certain entertainment-related assets. This includes registered domain names, registered and unregistered trademarks,\nservice marks, and copyrights, patents, and patent applications, trade secrets, licenses of intellectual property rights of various kinds, and other forms of intellectual property rights in\nthe United States and in a number of countries around the world. In addition, to further protect our proprietary rights, from time to time we have purchased patents, trademarks,\ndomain name registrations, and copyrights from third parties. In the future we may acquire or license additional patents or patent portfolios, or other intellectual property assets and\nrights from third parties, which could require significant cash expenditures.\n\nWe rely on a combination of trademark, patent, copyright, and trade secret laws, international treaties, our terms of service, other contractual provisions, user policies, restrictions on\ndisclosure, technological measures, and confidentiality and inventions assignment agreements with our employees and consultants to protect our intellectual property assets from\ninfringement and misappropriation. Our pending and future trademark, patent, and copyright applications may not be approved. Furthermore, effective intellectual property protection\nmay not be available in every country in which we operate or intend to operate our business. There can be no assurance that others will not offer technologies, products, services,\nfeatures, or concepts that are substantially similar to ours and compete with our business, or copy or otherwise obtain, disclose and/or use our brand, content, design elements,\ncreative, editorial, and entertainment assets, or other proprietary information without authorization. We may be unable to prevent third parties from seeking to register, acquire, or\notherwise obtain trademarks, service marks, domain names, or social media handles that are similar to, infringe upon or diminish the value of our trademarks, service marks,\ncopyrights, and our other proprietary rights. Third parties have also obtained or misappropriated certain of our data through website scraping, robots, or other means to launch\ncopycat sites, aggregate our data for their internal use, or to feature or provide our data through their respective websites, an"}, {"title": "lyft.txt", "text": "d/or launch businesses monetizing this data. While we\nroutinely employ technological and legal measures in an attempt to divert, halt, or mitigate such operations, we may not always be able to detect or halt the underlying activities as\ntechnologies used to accomplish these operations continue to rapidly evolve.\n\nOur intellectual property assets and rights are essential to our business. If the protection of our proprietary rights and data is inadequate to prevent unauthorized use or\nmisappropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our technologies,\nofferings, or features or methods of operations. Even if we do detect violations or misappropriations and decide to enforce our rights, litigation may be necessary to enforce our\nrights, and any enforcement efforts we undertake could be time-consuming and expensive, could divert our management\u2019s attention, and may result in a court determining that\ncertain of our intellectual property rights are unenforceable. If we fail to protect our intellectual property and data in a cost-effective and meaningful manner, our competitive standing\ncould be harmed; our Hosts, guests, other consumers, and corporate and community partners could devalue the content of our platform; and our brand, reputation, business, results\nof operations, and financial condition could be materially adversely affected.\n\nWe have been, and may in the future be, subject to claims that we or others violated certain third-party intellectual property rights, which, even where meritless, can be\ncostly to defend and could materially adversely affect our business, results of operations, and financial condition.\n\nThe Internet and technology industries are characterized by significant creation and protection of intellectual property rights and by frequent litigation based on allegations of\ninfringement, misappropriation, or other violations of such intellectual property rights. There may be intellectual property rights held by others, including issued or pending patents,\ntrademarks, and copyrights, and applications of the foregoing, that they allege cover significant aspects of our platform, technologies, content, branding, or business methods.\nMoreover, companies in the Internet and technology industries are frequent targets of practicing and non-prac"}, {"title": "lyft.txt", "text": "ticing entities seeking to profit from royalties in connection with grants\nof licenses. Like many other companies in the Internet and technology industries, we sometimes enter into agreements which include indemnification provisions related to intellectual\nproperty which can subject us to costs and damages in the event of a claim against an indemnified third party.\n\n\n\n\n 41\n\fTable of Contents\n\n\n\n\nWe have received in the past, and may receive in the future, communications from third parties, including practicing and non-practicing entities, claiming that we have infringed,\nmisused, or otherwise misappropriated their intellectual property rights, including alleged patent infringement. Additionally, we have been, and may in the future be, involved in\nclaims, suits, regulatory proceedings, and other proceedings involving alleged infringement, misuse, or misappropriation of third-party intellectual property rights, or relating to our\nintellectual property holdings and rights. While a number of the infringement claims raised against us have been based on our use or implementation of third-party technologies for\nwhich those third parties have been required to defend against the claims on our behalf and indemnify us from liability, intellectual property claims against us, regardless of merit,\ncould be time consuming and expensive to litigate or settle, and could divert our management\u2019s attention and other resources.\n\nClaims involving intellectual property could subject us to significant liability for damages and could result in our having to stop using certain technologies, content, branding, or\nbusiness methods found to be in violation of another party\u2019s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not\nbe available on commercially reasonable terms, or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating\nexpenses. We may also be required to develop alternative non-infringing technology, content, branding, or business methods, which could require significant effort and expense and\nmake us less competitive. Any of these results could materially adversely affect our ability to compete and our business, results of operations, and finan"}, {"title": "lyft.txt", "text": "cial condition.\n\nWe may introduce new offerings or changes to existing offerings or make other business changes, including in areas where we currently do not compete, which could increase our\nexposure to patent, copyright, trademark, and other intellectual property rights claims from competitors, other practicing entities, and non-practicing entities. Similarly, our exposure\nto risks associated with various intellectual property claims may increase as a result of acquisitions of other companies. Third parties may make infringement and similar or related\nclaims after we have acquired a company or technology that had not been asserted prior to the acquisition.\n\nOur use of third party open source software and our open source contributions could adversely affect our ability to offer or protect our platform and services and\nsubject us to costly litigation and other disputes.\n\nWe have in the past incorporated and may in the future incorporate certain open source software into our code base as we continue to develop our platform and services. Open\nsource software is licensed by its authors or owners under open source licenses, which in some instances may subject us to certain unfavorableconditions, including requirements\nthat we offer our products that incorporate the open source software for no cost, that we make publicly available the source code for any modifications or derivative works we create\nbased upon, incorporating or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license. In\naddition, the use of third-party open source software could expose us to greater risks than the use of third-party commercial software to the extent open-source licensors do not\nprovide warranties or controls on the functionality or origin of the software equivalent to those provided by third-party commercial software providers. We also license to others some\nof our software through open source projects. Open sourcing our own software requires us to make the source code publicly available, and therefore can limit our ability to protect\nour intellectual property rights with respect to that software. From time to time, companies that use open source software have faced claims challenging the use of open source\nsoftware or compliance with open source license terms. Furthermore, there is an increasi"}, {"title": "lyft.txt", "text": "ng number of open-source software license types, almost none of which have been tested\nin a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses. We could be subject to suits by parties claiming ownership of what we\nbelieve to be open source software or claiming noncompliance with open source licensing terms.\n\nInadvertent use of open source software can occur in software development in the Internet and technology industries. Such inadvertent use of open source software could expose us\nto claims of non-compliance with the applicable terms of the underlying licenses, which could lead to unforeseen business disruptions, including being restricted from offering parts\nof our product which incorporate the software, being required to publicly release proprietary source code, being required to re-engineer parts of our code base to comply with license\nterms, or being required to extract the open source software at issue. Our exposure to these risks may be increased as a result of evolving our core source code base, introducing\nnew offerings, integrating acquired-company technologies, or making other business changes, including in areas where we do not currently compete. Any of the foregoing could\nadversely impact the value or enforceability of our intellectual property, and materially adversely affect our business, results of operations, and financial condition.\n\nWe have operations in countries known to experience high levels of corruption and any violation of anti-corruption laws could subject us to penalties and other adverse\nconsequences.\n\nWe are subject to anti-corruption laws and regulations including the U.S. Foreign Corrupt Practices Act (\u201cFCPA\u201d) and other laws in the United States and elsewhere that prohibit\nimproper payments or offers of payments to foreign governments and their officials, political parties, state-owned or controlled enterprises, and/or private entities and individuals for\nthe purpose of obtaining or retaining business. We have operations in and deal with countries known to experience corruption. Our activities in these countries create the risk of\nunauthorized payments or offers of payments by one of our employees, contractors, agents, or users that could be in violation of various laws, including the FCPA and anti-corruption\nand anti-bribery laws in these countries. We have implemented"}, {"title": "lyft.txt", "text": "policies, procedures, systems, and controls designed to ensure compliance with applicable laws and to discourage\ncorrupt practices by our employees, consultants, and agents, and to identify and address potentially impermissible transactions under such laws and regulations; however, our\nexisting and future safeguards, including training and compliance programs to discourage corrupt practices by such parties, may not prove effective, and we cannot ensure that all\nsuch parties, including those that may be based in or from countries where practices that violate U.S. or other laws may be customary, will not take actions in violation of our policies,\nfor which we may be ultimately responsible. Additional compliance requirements may require us to revise or expand our compliance programs, including the procedures we use to\nmonitor international and domestic transactions. Failure to comply with any of these laws and regulations may result in extensive internal or external investigations as well as\nsignificant financial penalties and reputational harm, which could materially adversely affect our business, results of operations, and financial condition.42\n\fTable of Contents\n\n\n\n\nAny escalation or unexpected change in circumstances in the ongoing military action between Russia and Ukraine, or sanctions, export controls, and similar measures\nin response to the conflict, could materially adversely affect our business, results of operations, and financial condition.\n\nWe are actively monitoring the situation in Ukraine and assessing its impact on our business. We have suspended all operations in Russia and Belarus and certain regions of\nUkraine, which is not expected to have a material impact on our operating results. However, any escalation in the conflict or unexpected change in circumstances could adversely\nimpact the demand for travel in the region or beyond and could have a material adverse impact on our business, results of operations, and financial condition.\n\nOur focus on the long-term best interests of our company and our consideration of all of our stakeholders, including our Hosts, guests, the communities in which we\noperate, employees, shareholders, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interes"}, {"title": "lyft.txt", "text": "ts and\nbusiness performance, which may negatively impact the value of our Class A common stock.\n\nWe believe that focusing on the long-term best interests of our company and our consideration of all of our stakeholders, including our Hosts, guests, the communities in which we\noperate, employees, shareholders, and other stakeholders we may identify from time to time, is essential to the long-term success of our company and to long-term shareholder\nvalue. Therefore, we have made decisions, and may in the future make decisions, that we believe are in the long-term best interests of our company and our shareholders, even if\nsuch decisions may negatively impact the short- or medium-term performance of our business, results of operations, and financial condition or the short- or medium-term\nperformance of our Class A common stock. Our commitment to pursuing long-term value for the company and our shareholders, potentially at the expense of short- or medium-term\nperformance, may materially adversely affect the trading price of our Class A common stock, including by making owning our Class A common stock less appealing to investors who\nare focused on returns over a shorter time horizon. Ourdecisions and actions in pursuit of long-term success and long-term shareholder value, which may include changes to our\nplatform to enhance the experience of our Hosts, guests, and the communities in which we operate, including by improving the trust and safety of our platform, changes in the\nmanner in which we deliver community support, investing in our relationships with our Hosts, guests, and employees, investing in and introducing new products and services, or\nchanges in our approach to working with local or national jurisdictions on laws and regulations governing our business, may not result in the long-term benefits that we expect, in\nwhich case our business, results of operations, and financial condition, as well as the trading price of our Class A common stock, could be materially adversely affected.\n\nRisks Related to Ownership of Our Class A Common Stock\n\nOur share price has been, and may continue to be, volatile, and the value of our Class A common stock may decline.\n\nThe market price of our Class A common stock has been, and may continue to be, volatile and could be subject to wide fluctuations in response to the risk factors described in this\nAnnual Report on Form 10-K"}, {"title": "lyft.txt", "text": ", and others beyond our control, including:\n\n \u2022 actual or anticipated fluctuations in our revenue or other operating metrics;\n \u2022 our actual or anticipated operating performance and the operating performance of our competitors;\n \u2022 changes in the financial projections we provide to the public or our failure to meet these projections;\n \u2022 failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the\n estimates or the expectations of investors;\n \u2022 any major change in our board of directors, management, or key personnel;\n \u2022 the economy as a whole and market conditions in our industry;\n \u2022 rumors and market speculation involving us or other companies in our industry;\n \u2022 announcements by us or our competitors of significant innovations, new products, services, features, integrations, or capabilities, acquisitions, strategic investments,\n partnerships, joint ventures, or capital commitments;\n \u2022 the legal and regulatory landscape and changes in the application of existing laws or adoption of new laws thatimpact our business, Hosts, and/or guests, including changes\n in short-term occupancy and tax laws;\n \u2022 legal and regulatory claims, litigation, or pre-litigation disputes and other proceedings;\n \u2022 the COVID-19 pandemic and its impact on the travel and accommodations industries;\n \u2022 other events or factors, including those resulting from war, incidents of terrorism, or responses to these events; and\n \u2022 sales or expected sales of our Class A common stock by us, our officers, directors, principal stockholders, and employees.\n\nIn addition, stock markets, and the trading of travel companies\u2019 and technology companies\u2019 stocks in particular, have experienced significant price and volume fluctuations that have\naffected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies, including travel companies and technology companies,\nhave fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our\nClass A common stock following our recent initial public offering as a result of the supply and demand forces fo"}, {"title": "lyft.txt", "text": "r newly public companies. In the past, stockholders have instituted\nsecurities class action litigation following periods of stock volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and\nthe attention of management from our business, and materially adversely affect our business, results of operations, and financial condition.\n\nThe multi-series structure of our common stock has the effect of concentrating voting control with certain holders of our common stock, including our directors,\nexecutive officers, and 5% stockholders, and their respective affiliates, who held in the aggregate 92.1% of the voting power of our capital stock as of December 31,\n2022. This ownership will limit or preclude other stockholders\u2019 ability to influence corporate matters, including the election of directors, amendments of our\norganizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder\napproval.\n\n\n\n\n 43\n\fTable of Contents\n\n\n\n\nOur Class Acommon stock has one vote per share, our Class B common stock has 20 votes per share, our Class C common stock has no votes per share, and our Class H\ncommon stock has no votes per share. As of December 31, 2022, the holders of our outstanding Class B common stock beneficially owned 34.8% of our outstanding capital stock\nand held 91.6% of the voting power of our outstanding capital stock, with our directors, executive officers, and holders of more than 5% of our common stock, and their respective\naffiliates, beneficially owning 38.5% of our outstanding capital stock and holding 92.1% of the voting power of our outstanding capital stock. Because of the 20-to-one voting ratio\nbetween our Class B and Class A common stock, the holders of our Class B common stock collectively continue to control a significant percentage of the combined voting power of\nour common stock and therefore are able to control all matters submitted to our stockholders for approval until all such outstanding shares of Class B common stock have converted\ninto shares of our Class A common stock. Furthermore, our founders, who collectively held 73.9% of the voting power of our outstanding capital stock as of Decembe"}, {"title": "lyft.txt", "text": "r 31, 2022, are\nparty to a Voting Agreement under which each founder and his affiliates and certain other entities agree to vote their shares for the election of each individual founder to our board of\ndirectors. We and each of our founders are party to a Nominating Agreement under which we and the founders are required to take certain actions to include the founders in the\nslate of nominees nominated by our board of directors for the applicable class of directors, include them in our proxy statement, and solicit proxies or consents in favor of electing\neach founder to our board of directors. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of\ndirectors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring\nstockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that stockholders may believe are in their best\ninterest.\n\nFuture transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain\ntransfers effected for estate planning purposes or transfers among our founders, if all of our founders agree to such transfers. Each share of our Class B common stock is\nconvertible at any time at the option of the Class B holder into one share of Class A common stock. The conversion of Class B common stock to Class A common stock will have the\neffect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. As a result, it is possible that one or more\nof the persons or entities holding our Class B common stock could gain significant voting control as other holders of Class B common stock sell or otherwise convert their shares into\nClass A common stock. In addition, the conversion of Class B common stock to Class A common stock would dilute holders of Class A common stock in terms of voting power within\nthe Class A common stock. In addition, any future issuances of common stock would be dilutive to holders of Class A common stock. For example, because our Class C common\nstock carries no voting rights (except as oth"}, {"title": "lyft.txt", "text": "erwise required by law), if we issue Class C common stock in the future, the holders of Class B common stock may be able to elect all of\nour directors and to determine the outcome of most matters submitted to a vote of our stockholders for a longer period of time than would be the case if we issued Class A common\nstock rather than Class C common stock in such transactions. Further, each outstanding share of Class H common stock will convert into a share of Class A common stock on a\nshare-for-share basis upon the sale of such share of Class H common stock to any person or entity that is not our subsidiary, which would dilute holders of Class A common stock in\nterms of voting power within the Class A common stock.\n\nOur multi-series structure may have a material adverse effect on the market price of our Class A common stock.\n\nOur multi-series structure may result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. For example, certain\nindex providers, such as S&P Dow Jones, have announced restrictions on including companies with multiple-class share structures in certain of their indices, including the S&P 500.\nAccordingly, the multi-series structure of our common stock makes us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other\ninvestment vehicles that attempt to passively track those indices may not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any,\nthey will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that\nare included. Because of the multi-class structure of our common stock, we will likely be excluded from certain indices and we cannot assure that other stock indices will not take\nsimilar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude\ninvestment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be\nadversely affected.\n\nFuture sales of our common stock in the public market could cause our share price to fall.\n\nSales of a"}, {"title": "lyft.txt", "text": "substantial number of shares of our common stock in the public market, or the perception that these sales might occur in large quantities, could cause the market price of\nour Class A common stock to decline and could impair our ability to raise capital through the sale of additional equity securities. As of December 31, 2022, we had 408,288,511\nshares of Class A common stock outstanding, 222,694,817 shares of Class B common stock outstanding, no shares of Class C common stock outstanding, and 9,200,000 shares of\nClass H common stock outstanding.\n\nCertain holders of shares of our common stock, options to purchase shares of our common stock, and warrants to purchase shares of our common stock have rights, subject to\nsome conditions, to require us to file registration statements for the public resale of the Class A common stock issuable upon conversion of such shares or to include such shares in\nregistration statements that we may file for us or other stockholders. Any registration statement we file to register additional shares, whether as a result of registration rights or\notherwise, could cause the market price of our Class A common stock to decline or be volatile.\n\nFurther, as ofDecember 31, 2022, we had 22.0 million options outstanding and 34.4 million shares of Class A common stock issuable upon vesting of outstanding RSUs, which have\nbeen registered on Form S-8 under the Securities Act. These shares can be freely sold in the public market upon issuance, subject to applicable vesting requirements, compliance\nby affiliates with Rule 144, and other restrictions provided under the terms of the applicable plan and/or the award agreements entered into with participants. In addition, we filed a\nregistration statement and may in the future file registration statements covering shares of our common stock issued pursuant to our equity incentive plans permitting the resale of\nsuch shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale\nprovisions of Rule 144.\n\n\n\n\n 44\n\fTable of Contents\n\n\n\n\nSales, short sales, or hedging transactions involving our equity securities, whether or not we believe them to be prohibited, could adversely affect the price of our Cl"}, {"title": "lyft.txt", "text": "ass A common\nstock.\n\nIn November 2020, we issued 9,200,000 shares of our Class H common stock to our Host Endowment Fund and we have announced our intention to donate 400,000 shares of our\nClass A common stock to a charitable foundation, each of which has resulted or will result in substantial dilution to our existing stockholders. We may issue our shares of common\nstock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance and any issuance of\nClass A common stock upon the conversion of Class B or Class H common stock could result in substantial dilution to our existing stockholders and cause the trading price of our\nClass A common stock to decline. See also our risk factor titled \u201c \u2014 Future sales and issuances of our Class A common stock or rights to purchase our Class A common stock,\nincluding pursuant to our equity incentive plans, or other equity securities or securities convertible into our Class A common stock, could result in additional dilution of the percentage\nownership of our stockholders and could cause the stock price of our Class A common stock to decline.\u201d\n\nWe cannotguarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value.\n\nIn August 2022, our Board authorized a share repurchase program authorizing the purchase of up to $2.0 billion of our Class A common stock at management\u2019s discretion. During\n2022, we repurchased 13.8 million shares of common stock for $1.5 billion. Share repurchases may be made through a variety of methods, which may include open market\npurchases, privately negotiated transactions, block trades or accelerated share repurchase transactions or by any combination of such methods. Any such repurchases will be made\nfrom time to time subject to market and economic conditions, applicable legal requirements and other relevant factors. The manner, timing and amount of any share repurchases\nmay fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business\noperations and plans, general business and market conditions, tax laws, and alternative investment opportunities, all of which may be further impacted by macroeconomic conditions\nand fac"}, {"title": "lyft.txt", "text": "tors, including rising interest rates, and inflation, global conflicts, and the ongoing COVID-19 pandemic. Our share repurchase program authorization does not have an\nexpiration date nor does it obligate us to acquire any specific number or dollar value of shares. Our share repurchase program may be modified, suspended or terminated at any\ntime, which may result in a decrease in the trading prices of our common stock. Additionally, the Inflation Reduction Act of 2022 introduced a 1% excise tax on share repurchases,\nwhich would increase the costs associated with repurchasing shares of our common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term\nstockholder value or may not prove to be the best use of our cash. Share repurchases could have an impact on our share trading prices, increase the volatility of the price of our\ncommon stock, or reduce our available cash balance such that we will be required to seek financing to support our operations.\n\nUnder our restated certificate of incorporation, we are authorized to issue 2,000,000,000 shares of Class C common stock. Any future issuance of Class C common\nstock may have the effect of furtherconcentrating voting control in our Class B common stock, including the Class B common stock held by our founders, and may\ndiscourage potential acquisitions of our business, and could have an adverse effect on the trading price of our Class A common stock.\n\nUnder our restated certificate of incorporation, we are authorized to issue 2,000,000,000 shares of Class C common stock. Although we have no current plans to issue any shares of\nClass C common stock, we may in the future issue shares of Class C common stock for a variety of corporate purposes, including financings, acquisitions, investments, and equity\nincentives to our employees, consultants, and directors. Our authorized but unissued shares of Class C common stock are available for issuance with the approval of our board of\ndirectors without stockholder approval, except as may be required by the Listing Rules of The Nasdaq Stock Market LLC (\u201cNasdaq\u201d). Because the Class C common stock carries no\nvoting rights (except as otherwise required by law), is not convertible into any other capital stock, and is not listed for trading on an exchange or registered for sale with the SEC,\nshares of Class C common stock may be less liquid a"}, {"title": "lyft.txt", "text": "nd less attractive to any future recipients of these shares than shares of Class A common stock, although we may seek to list\nthe Class C common stock for trading and register shares of Class C common stock for sale in the future. In addition, because our Class C common stock carries no voting rights\n(except as otherwise required by law), if we issue shares of Class C common stock in the future, the holders of our Class B common stock, including our founders who are parties to\na Nominating Agreement and a Voting Agreement, may be able to elect all of our directors and to determine the outcome of most matters submitted to a vote of our stockholders for\na longer period of time than would be the case if we issued Class A common stock rather than Class C common stock in such transactions. This concentrated control could delay,\ndefer, or prevent a change of control, merger, consolidation, takeover, or other business combination involving us that stockholders may otherwise support, and could allow us to\ntake actions that some of our stockholders do not view as beneficial, which could reduce the trading price of our Class A common stock. Furthermore, this concentrated control could\nalso discourage a potential investor from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the\ntrading price of our Class A common stock. In addition, if we issue shares of Class C common stock in the future, such issuances would have a dilutive effect on the economic\ninterests of our Class A and Class B common stock. Any such issuance of Class C common stock could also cause the trading price of our Class A common stock to decline.\n\nIf securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.\n\nThe trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of\nthese analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or\ntrading volume to decline. Moreover, if our operating results do not meet the expectations of the investor community, one or more of the analysts who cover"}, {"title": "lyft.txt", "text": "our company may\nchange their recommendations regarding our company, and our stock price could decline.\n\n\n\n\n 45\n\fTable of Contents\n\n\n\n\nFuture sales and issuances of our Class A common stock or rights to purchase our Class A common stock, including pursuant to our equity incentive plans, or other\nequity securities or securities convertible into our Class A common stock, could result in additional dilution of the percentage ownership of our stockholders and could\ncause the stock price of our Class A common stock to decline.\n\nIn the future, we may sell Class A common stock, other series of common stock, convertible securities, or other equity securities, including preferred securities, in one or more\ntransactions at prices and in a manner we determine from time to time. We also expect to issue Class A common stock to employees, consultants, and directors pursuant to our\nequity incentive plans. If we sell Class A common stock, other series of common stock, convertible securities, or other equity securities in subsequent transactions, or Class A\ncommon stock or Class B common stock is issued pursuant to equity incentive plans, investors may be materially diluted. New investors in subsequent transactions could gain\nrights, preferences, and privileges senior to those of holders of our Class A common stock.\n\nIn addition, we made an initial contribution of 9,200,000 newly-issued shares of Class H common stock to the Host Endowment Fund in November 2020 and may in our discretion\nmake additional contributions of Class H common stock in the future, and any future issuances of Class H common stock would be dilutive to holders of Class A common stock.\nHowever, it is our current intent that the total number of shares contributed to the Host Endowment Fund by us, when aggregated with any prior contributions, will not exceed 2% of\nour total shares outstanding at the time of any future contribution. We have also announced our intention to donate 400,000 shares of our Class A common stock to a charitable\nfoundation.\n\nWe do not intend to pay dividends for the foreseeable future. Consequently, any gains from an investment in our Class A common stock will likely depend on whether\nthe price of our Class A common stock increases.\n\nWe have only paid one dividend in our history and do not intend"}, {"title": "lyft.txt", "text": "to pay any dividends on our Class A common stock in the foreseeable future. We anticipate that we will retain all of\nour future earnings for use in the operation and growth of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion\nof our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any\nfuture gains on their investments. Furthermore, our Credit Agreement contains negative covenants that limit our ability to pay dividends. For more information, see the section titled\n\u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations \u2014 Liquidity and Capital Resources.\u201d\n\nAnti-takeover provisions contained in our restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a\ntakeover attempt.\n\nOur restated certificate of incorporation and amended and restated bylaws contain and Delaware law contains provisions which could have the effect of rendering more difficult,\ndelaying, or preventing an acquisition deemed undesirable by our board of directors. These provisions provide for the following:\n\n \u2022 a multi-series structure which provides our holders of Class B common stock with the ability to significantly influence the outcome of matters requiring stockholder approval,\n even if they own significantly less than a majority of the shares of our outstanding Class A common stock, Class B common stock, Class C common stock, and Class H\n common stock;\n \u2022 a classified board of directors with three-year staggered terms, who can only be removed for cause, which may delay the ability of stockholders to change the membership of\n a majority of our board of directors;\n \u2022 no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;\n \u2022 the exclusive right of our board of directors to set the size of the board of directors and to elect a director to fill a vacancy, however occurring, including by an expansion of the\n board of directors, which prevents stockholders from being able to fill vacancies on our board of directors;\n \u2022 the ability of our board of directors to authorize the issuance of sh"}, {"title": "lyft.txt", "text": "ares of preferred stock and to determine the price and other terms of those shares, including voting or other\n rights or preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;\n \u2022 the ability of our board of directors to alter our amended and restated bylaws without obtaining stockholder approval;\n \u2022 in addition to our board of director\u2019s ability to adopt, amend, or repeal our amended and restated bylaws, our stockholders may adopt, amend, or repeal our amended and\n restated bylaws only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all our then-outstanding shares of capital stock;\n \u2022 the required approval of (i) at least 66 2/3% of the voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors, voting together\n as a single class, to adopt, amend, or repeal certain provisions of our restated certificate of incorporation and (ii) for so long as any shares of Class B common stock are\n outstanding, the holders of at least 80% of the shares of Class B common stock outstanding at the time ofsuch vote, voting as a separate series, to adopt, amend, or repeal\n certain provisions of our restated certificate of incorporation;\n \u2022 the ability of stockholders to act by written consent only as long as holders of our Class B common stock hold at least 50% of the voting power of our capital stock;\n \u2022 the requirement that a special meeting of stockholders may be called only by an officer of our company pursuant to a resolution adopted by a majority of our board of\n directors then in office or the chairperson of our board;\n \u2022 advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a\n stockholders\u2019 meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror\u2019s own slate of directors or otherwise\n attempting to obtain control of us; and\n \u2022 the limitation of liability of, and provision of indemnification to, our directors and officers.\n\nThese provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.\nAs a Delaw"}, {"title": "lyft.txt", "text": "are corporation, we are also subject to provisions of Delaware law, including Section 203 of the General Corporation Law of the State of Delaware (the \u201cDelaware\nGeneral Corporation Law\u201d), which prevents some stockholders holding more than 15% of our outstanding\n\n\n\n\n 46\n\fTable of Contents\n\n\n\n\ncommon stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.\n\nAny provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders\nto receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.\n\nClaims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount\nof money available to us.\n\nOur restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers who are or are threatened to be made a party to\nor otherwise involved in an action, suit or proceeding by reason of the fact of their service to the company, in each case to the fullest extent permitted by Delaware law.\n\nIn addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws and/or our indemnification agreements that we have entered or\nintend to enter into with our directors and officers and certain other employees provide that:\n\n \u2022 we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such\n person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal\n proceeding, had no reasonable cause to believe such person\u2019s conduct was unlawful;\n \u2022 under certain circumstances we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding in advance of its final\n disposition, except that our obligation to provide advancement to such d"}, {"title": "lyft.txt", "text": "irectors or officers is contingent upon their agreement to repay such advances if it is ultimately\n determined that such person is not entitled to indemnification;\n \u2022 we may, in our discretion, (i) indemnify employees and agents in those circumstances where indemnification is permitted by applicable law, and (ii) advance expenses, as\n incurred, to our employees and agents in connection with defending a proceeding in advance of its final disposition, contingent on such employees\u2019 or agents\u2019 agreement to\n repay such advances if it is ultimately determined that such person is not entitled to indemnification;\n \u2022 we are bound by any existing indemnification agreements for employees or agents;\n \u2022 the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers,\n employees, and agents and to obtain insurance to indemnify such persons; and\n \u2022 we may not retroactively amend or repeal our amended and restated bylaws to reduce our indemnification or advancement obligations relating to any act or omission\n occurring prior to the time of such amendment or repeal.\n\nWhile we have procured directors\u2019 and officers\u2019 liability insurance policies, such insurance policies may not be available to us in the future at a reasonable rate, may not cover all\npotential claims for indemnification, and may not be adequate to indemnify us for all liability that may be imposed.\n\nOur restated certificate of incorporation and amended and restated bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain\ndisputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint\nasserting a cause of action under the Securities Act.\n\nOur restated certificate of incorporation and amended and restated bylaws provide, that: (i) unless we consent in writing to the selection of an alternative forum, the Court of\nChancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent\npermitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on behalf of the company, ("}, {"title": "lyft.txt", "text": "B) any action asserting a claim for or based on a\nbreach of a fiduciary duty owed by any of our current or former director, officer, other employee, agent, or stockholder to the company or our stockholders, including without limitation\na claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against the company or any of our current or former director, officer,\nemployee, agent, or stockholder arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws or as to which the Delaware\nGeneral Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving the company that is\ngoverned by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest\nextent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and the rules and regulations\npromulgated thereunder; (iii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the company will be deemed to have notice of\nand consented to these provisions; and (iv) failure to enforce the foregoing provisions would cause us irreparable harm, and we will be entitled to equitable relief, including injunctive\nrelief and specific performance, to enforce the foregoing provisions. Nothing in our restated certificate of incorporation or amended and restated bylaws precludes stockholders that\nassert claims under the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d), from bringing such claims in federal court to the extent that the Exchange Act confers\nexclusive federal jurisdiction over such claims, subject to applicable law.\n\nWe believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as\napplicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the\nburdens of multi-forum litigation. If a court were to find the choice of forum provision t"}, {"title": "lyft.txt", "text": "hat is contained in our restated certificate of incorporation or amended and restated bylaws to\nbe inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our\nbusiness, results of operations, and financial condition. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought\nto enforce any duty or liability created by the Securities Act or the rules and\n\n\n\n\n 47\n\fTable of Contents\n\n\n\n\nregulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the\nSecurities Act.\n\nThe choice of forum provisions may limit a stockholder\u2019s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former directors,\nofficers, other employees, agents, or stockholders of the company, which may discourage such claims against us or any of our current or formerdirectors, officers, other employees,\nagents, or stockholder of the company and result in increased costs for investors to bring a claim.\n\nGeneral Risk Factors\n\nThe value of our marketable securities could decline, which could adversely affect our results of operations and financial condition.\n\nOur marketable securities portfolio includes various holdings, types, and maturities. Market values of these investments can be adversely impacted by various factors, including\nliquidity in the underlying security, credit deterioration, the financial condition of the credit issuer, foreign exchange rates, and changes in interest rates. Our marketable securities,\nwhich we consider highly-liquid investments, are classified as available-for-sale and are recorded on our consolidated balance sheets at their estimated fair value. Unrealized gains\nand losses on available-for-sale debt securities are reported as a component of accumulated other comprehensive income (loss) in stockholders\u2019 equity (deficit). Realized gains and\nlosses and other than-temporary impairments are reported within other income (expense), net in the consolidated statements of operations. Our marketable equity securities with"}, {"title": "lyft.txt", "text": "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\nstatements of operations.\nIf the fair value of our marketable equity securities declines, our earnings will be reduced or losses will be increased. Furthermore, our interest income from cash, cash equivalents,\nand our marketable securities are impacted by changes in interest rates, and a decline in interest rates would adversely impact our interest income.\n\nWe are subject to rules and regulations established by the SEC and Nasdaq regarding our internal control over financial reporting. We may not complete needed\nimprovements to our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely\naffect investor confidence in our company and, as a result, the value of our Class A common stock and your investment.\n\nAs a public reporting company, we are subject to the rules and regulations established by the SEC and Nasdaq. These rules and regulations require, among other things, that we\nestablish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a\nconsiderable strain on our financial and management systems, processes and controls, as well as on our personnel, including senior management. In addition, as a public company,\nwe are required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the\neffectiveness of our internal control over financial reporting. In support of such certifications, we were required to document and make significant changes and enhancements,\nincluding hiring additional personnel, to our internal control over financial reporting. Likewise, our independent registered public accounting firm provided an attestation report on the\neffectiveness of our internal control over financial reporting. We anticipate to continue investing significant resources to enhance and maintain our financial and managerial controls,\nreporting systems, and procedures.\n\nIf our management is unable to certify the effectiveness of our internal controls, our independent registered public accounting firm"}, {"title": "lyft.txt", "text": "is unable to express an unqualified opinion on the\neffectiveness of our internal control over financial reporting, we identify or fail to remediate material weaknesses in our internal controls, or we do not effectively or accurately report\nour financial performance to the appropriate regulators on a timely basis, we could be subject to regulatory scrutiny and a loss of investor confidence, which could significantly harm\nour reputation and our stock price, and materially adversely affect our business, results of operations, and financial condition.\n\nThe failure to successfully implement and maintain accounting systems could materially adversely impact our business, results of operations, and financial condition.\n\nWe occasionally implement, modify, retire and change our accounting systems. For example, we are in the process of implementing a new cloud-based enterprise resource planning\nsystem in 2023. Such transformations involve risk inherent in the conversion to a new system, including loss of information and potential disruption to normal operations. These\nchanges to our information technology systems may be disruptive, take longer than desired, be more expensive than anticipated,be distracting to management, or fail, causing our\nbusiness and results of operations to suffer materially. Additionally, if our revenue and other accounting or tax systems do not operate as intended or do not scale with anticipated\ngrowth in our business, the effectiveness of our internal control over financial reporting could be adversely affected. Any failure to develop, implement, or maintain effective internal\ncontrols related to our revenue and other accounting or tax systems and associated reporting could materially adversely affect our business, results of operations, and financial\ncondition or cause us to fail to meet our reporting obligations. In addition, if we experience interruptions in service or operational difficulties with our revenue and other accounting or\ntax systems, our business, results of operations, and financial condition could be materially adversely affected.\n\nOur results of operations and financial condition could be materially adversely affected by changes in accounting principles.\n\nThe accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existi"}, {"title": "lyft.txt", "text": "ng or new\nregulations, and changes in policies, rules, regulations, and interpretations, of accounting and financial reporting requirements of the SEC or other regulatory agencies. Adoption of a\nchange in accounting principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before\nthe adoption of such change. It is difficult to predict the impact of future changes to accounting principles and accounting policies over financial reporting, any of which could\nadversely affect our results of operations and financial condition and could require significant investment in systems and personnel.\n\n\n\n\n 48\n\fTable of Contents\n\n\n\n\nAvoiding regulation under the Investment Company Act may adversely affect our operations.\n\nThe Investment Company Act of 1940, as amended (the \u201cInvestment Company Act\u201d), contains substantive legal requirements that regulate the manner in which \u201cinvestment\ncompanies\u201d are permitted to conduct their business activities. We currently conduct, and intend to continue to conduct, our operations so that neither we nor any of our subsidiaries\nare required to register as an investment company under the Investment Company Act. We are not engaged primarily, nor do we hold ourselves out as being engaged primarily, in\nthe business of investing, reinvesting, or trading in securities, and neither do we intend to own investment securities with a combined value in excess of 40% of the value, as\ndetermined by our board of directors, of our total assets, exclusive of U.S. government securities and cash items, on an unconsolidated basis. We do, however, make minority\ninvestments in companies and acquire other financial instruments from time to time that may be deemed investment securities. We expect to conduct our operations such that the\nvalue of those investments will not rise to a level where we might be deemed an investment company, but there can be no assurances that we will be successful in maintaining the\nrequired ratios without taking actions that may adversely affect our operations. For example, to avoid being deemed an investment company we may be required to sell certain of our\nassets and pay significant taxes upon the sale or transfer of such assets, which may have a"}, {"title": "lyft.txt", "text": "material adverse effect on our business, results of operations, and financial condition.\n\nItem 1B. Unresolved Staff Comments\nNone.\n\nItem 2. Properties\n\nWe are headquartered in San Francisco, California, where we have lease commitments for approximately 924,000 square feet, including approximately 616,000 square feet offered\nfor sublease, across multiple buildings.\n\nAs of December 31, 2022, we leased office facilities totaling approximately 1.6 million square feet in multiple locations in the United States and internationally. As a result of the\npandemic\u2019s impact on the working environment, in April 2022, we announced our Live and Work Anywhere policy. This policy allows for the vast majority of our employees to work\nremotely on a permanent basis. Where we ceased using office space, we have either terminated, subleased, or offered for sublease. See Note 17, Restructuring to our consolidated\nfinancial statements included elsewhere in this Annual Report on Form 10-K. We believe our facilities are adequate and suitable for our current needs.\n\nItem 3. Legal Proceedings\n\nWe are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include\nproceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing,\ndiscrimination, consumer rights, personal injury, and property rights. See Note 12, Commitments and Contingencies \u2013 Legal and Regulatory Matters to our consolidated financial\nstatements included elsewhere in this Annual Report on Form 10-K.\n\nDepending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome\nof these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government\ninvestigations 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\ndetermine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material\nadverse effect"}, {"title": "lyft.txt", "text": "on our business, results of operations, cash flows, or financial condition.\n\nItem 4. Mine Safety Disclosures\nNot applicable.\n\n\n\n\n 49\n\fTable of Contents\n\n\n\n\n PART II\nItem 5. Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities\n\nMarket Information for Class A Common Stock\n\nOur Class A common stock has been listed on the Nasdaq Global Select Market under the symbol \u201cABNB\u201d since December 10, 2020. Prior to that date, there was no public trading\nmarket for our Class A common stock. Our Class B, Class C, and Class H common stock are neither listed nor publicly traded.\n\nHolders of our Common Stock\n\nHolders of our common stock as of February 3, 2023, were as follows:\n \u2022 Class A common stock: 1,096 stockholders of record. This number does not include stockholders for whom shares were held in \u201cnominee\u201d or \u201cstreet name.\u201d\n \u2022 Class B common stock: 91 stockholders of record.\n \u2022 Class C common stock: There were no shares outstanding.\n \u2022 Class H common stock: All outstanding shares were held by our wholly-owned Host Endowment Fund subsidiary.\n\nDividend Policy\n\nWe intend to retain any future earnings and do not anticipate declaring or paying any cash dividends in the foreseeable future. We may enter into credit agreements or other\nborrowing arrangements in the future that may restrict our ability to declare or pay cash dividends or make distributions. Any future determination to declare cash dividends will be\nmade at the discretion of our board of directors, subject to applicable laws and will depend on a number of factors, including our financial condition, results of operations, capital\nrequirements, contractual restrictions, general business conditions, and other factors our board of directors may deem relevant.\n\nUnregistered Sales of Equity Securities\n\nNone.\n\nIssuer Purchases of Equity Securities\n\nThe following table sets forth information relating to repurchases of our equity securities during the three months ended December 31, 2022 (in millions, except per share amounts):\n\n\n Total Number of"}, {"title": "lyft.txt", "text": "Approximate Dollar\n Shares Purchased as Value of Shares That\n Part of Publicly May Yet be Purchased\n Total Number of Average Price Paid per Announced Plans or Under the Plans or\nPeriod Shares Purchased Share (1) Programs Programs (2)\nOctober 1 - 31 \u2014 $ \u2014 \u2014 $ 1,000.0\nNovember 1 - 30 2.6 99.59 2.6 737.5\nDecember 1 - 31 2.695.16 2.6 $ 500.0\n Total 5.2 $ 97.38 5.2\n\n\n(1) Includes broker commissions.\n(2) On August 2, 2022, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $2.0 billion of our Class A common\n stock at management\u2019s discretion (the \u201cShare Repurchase Program\u201d). The Share Repurchase Program does not have an expiration date, does not obligate us to repurchase\n any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.\n\nPerformance Graph\n\nThe following performance graph and related information shall not be deemed \u201csoliciting material\u201d or to be \u201cfiled\u201d with the SEC for purposes of Section 18 of the Exchange Act or\nincorporated by reference into any filing of Airbnb, Inc. under the Securities Act or the Exchange Act.\n\nThe graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index (\u201cS&P 500\u201d), the S&P 500\nInformation"}, {"title": "lyft.txt", "text": "Technology Index (\u201cS&P 500 IT\u201d), and the Nasdaq Composite Index (\u201cNASDAQ\u201d). The graph assumes $100 was invested at the market close on December 10, 2020,\nwhich was the first day our Class A common stock began trading. Data for the S&P 500 Index, S&P 500 Information Technology Index, and Nasdaq Composite Index assume\nreinvestment of dividends. The graph uses the closing market price on December 10, 2020 of $144.71 per share as the initial value of our Class A common\n\n\n\n\n 50\n\fTable of Contents\n\n\n\n\nstock. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock.\n\n\n\n\nItem 6. [Reserved]\n\n\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\n\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes\nincluded elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current expectationsthat involve risks and uncertainties.\nOur actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled\n\u201cRisk Factors\u201d or in other parts of this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the results that may be expected for any period in the\nfuture. Except as otherwise noted, all references to 2022 refer to the year ended December 31, 2022, references to 2021 refer to the year ended December 31, 2021, and\nreferences to 2020 refer to the year ended December 31, 2020.\n\nThe following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Part II, Item 8 of this Annual Report on Form\n10-K. This section of this Annual Report on Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items\nand year-to-year comparisons between 2021 and 2020 are not included in this Form 10-K, and can be found in \u201cManagement\u2019s Discussion and Analysis of Financial Condition and\nResults of Operations\u201d in Part II, Item 7 of"}, {"title": "lyft.txt", "text": "our Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 25, 2022.\n\nRevision of Previously Issued Financial Statements\n\nAs described in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K, we\nhave revised previously issued financial statements to correct immaterial misstatements. This had no impact on our consolidated financial statements outside of the presentation in\nthe consolidated statements of cash flow and did not affect the consolidated statements of operations.\n\nOverview\n\nWe are a community based on connection and belonging\u2014a community that was born in 2007 when two Hosts welcomed three guests to their San Francisco home, and has since\ngrown to over 4 million Hosts who have welcomed over 1.4 billion guest arrivals to over 100,000 cities and towns in almost every country and region across the globe. Hosts on\nAirbnb are everyday people who share their worlds to provide guests with the feeling of connection and being at home. We have five stakeholders and we have designed our\ncompany with all of them in mind. Along with employees and shareholders, we serve Hosts, guests, and the communities in which they live. We intend to make long-term decisions\nconsidering all of our stakeholders because their collective success is key for our business to thrive.\n\n\n\n\n 51\n\fTable of Contents\n\n\n\n\nWe operate a global marketplace, where Hosts offer guests stays and experiences on our platform. Our business model relies on the success of Hosts and guests (collectively\nreferred to as \u201ccustomers\u201d) who join our community and generate consistent bookings over time. As Hosts become more successful on our platform and as guests return over time,\nwe benefit from the recurring activity of our community.\n\nInitial Public Offering\n\nOur initial public offering (\u201cIPO\u201d) was completed on December 14, 2020. Our consolidated financial statements as of December 31, 2020 and for the year then-ended reflect the sale\nby us of an aggregate of 55,000,000 shares in our IPO, including the exercise of the underwriters\u2019 option to purchase additional shares, at the public offering price of $68.00 per\nshare, for net proceeds to us of approximately $3.7 billion, after underwriti"}, {"title": "lyft.txt", "text": "ng discounts and commissions and offering expenses, and the conversion of all outstanding shares of our\nredeemable convertible preferred stock into an aggregate of 240,910,588 shares of Class B common stock, including 1,286,694 shares of Class B common stock issuable pursuant\nto the anti-dilution adjustment provisions relating to our Series C redeemable convertible preferred stock.\n\nOur consolidated financial statements as of December 31, 2020 and for the year then-ended include stock-based compensation expense of $2.8 billion associated with the vesting of\nRSUs in connection with our IPO for which the requisite service-based vesting condition was met as of December 31, 2020. The liquidity-based vesting condition for RSUs was\nsatisfied upon the effectiveness of our Registration Statement on Form S-1 on December 9, 2020.\n\n2022 Financial Highlights\n\nIn 2022, revenue grew by 40% to $8.4 billion compared to 2021, primarily due to a 31% increase in Nights and Experiences Booked of 93.0 million combined with higher average\ndaily rates driving a 35% increase in Gross Booking Value of $16.3 billion. The growth in revenue demonstrated the continued strong travel demand. On a constant-currency basis,\nrevenue increased 46% in 2022 compared to 2021.\n\nWe ended 2022 with net income of $1.9 billion, an improvement from a net loss of $352.0 million in 2021, and our first profitable year to date. Our net profit margin increased to 23%\nfrom a negative 6% in 2021, primarily due to our revenue growth outpacing the growth in our operating expenses and cost management.\n\nAdjusted EBITDA1 increased 82% to $2.9 billion in 2022 demonstrating the continued strength of our business and disciplined management of our cost structure.\n\nOur net cash provided by operating activities was $3.4 billion in 2022, up from $2.3 billion in 2021, and we generated Free Cash Flow1 of $3.4 billion. The increase was driven by our\nrevenue growth, net margin expansion, and significant growth in unearned fees.\n\nIn August 2022, our board of directors approved a share repurchase program with authorization to purchase up to $2.0 billion of our Class A common stock at management\u2019s\ndiscretion. During 2022, we repurchased and retired 13.8 million shares of common stock for $1.5 billion.\n\nMacroeconomic Conditions on our Business\n\nAs we look forward, we recognize the potential impact of challenging macroeconomic co"}, {"title": "lyft.txt", "text": "nditions on our business, including inflation and rising interest rates, foreign currency\nfluctuations, and potential decreased consumer spending. To date, these conditions have had a modest impact on our business, results of operations, cash flows, and financial\ncondition; however, the impact in the future of these macroeconomic events on our business, results of operations, cash flows, and financial condition is uncertain and will depend on\nfuture developments that we may not be able to accurately predict.\n\nImpact of COVID-19\n\nIn response to the outbreak of the novel strain of the coronavirus disease (\u201cCOVID-19\u201d) in the first half of 2020, as well as subsequent outbreaks driven by new variants of COVID-\n19, governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID-19, including travel restrictions, social\ndistancing, shelter-in-place orders, vaccination mandates, or requirements for businesses to confirm employees\u2019 vaccination status, and other restrictions.\n\nWhile COVID-19 still plagues the world, for the year ended December 31, 2022, Gross Booking Value (\u201cGBV\u201d) and revenue were $63.2 billion and $8.4 billion, respectively, which\nwere both higher compared to the same periods in 2021, 2020, and pre-COVID-19. In 2020 and 2021, we faced lower demand for long distance travel and overall depressed Nights\nand Experiences Booked compared to pre-COVID-19. However, in 2022, we saw significant growth with Nights and Experiences Booked exceeding pre-COVID-19 levels for the\nsame period. The trends in our recovery continue to vary by region due to a variety of factors, including the emergence of COVID-19 variants, vaccination rates, COVID-19\ncaseloads, and associated travel restrictions, as well as historical cross-border compared to domestic travel dependence. During 2022, we saw strength in all regions relative to\n2021 as well as sequential growth in nights booked in Latin America and Asia Pacific.\n\nThe 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\nat this time, such as the severity and transmission rate of COVID-19, the introduction and spread of new variants of the virus that may be resistant to currently approved vaccines,\nand the continuation of existing or implementation o"}, {"title": "lyft.txt", "text": "f new government travel restrictions, the extent and effectiveness of containment actions taken, including mobility restrictions, the\ntiming, availability, and effectiveness of vaccines, and the impact of these and other factors on travel behavior in general, and on our business in particular, which may result in a\nreduction in bookings and an increase in booking cancellations.\n\n1\n A reconciliation of non-generally accepted accounting principal financial measures to the most comparable generally accepted accounting principal financial measures is provided\nunder the subsection titled \u201cKey Business Metrics and Non-GAAP Financial Measures\u2014 Adjusted EBITDA\u201d and \u201c\u2014 Free Cash Flow\u201d below.\n\n\n\n\n 52\n\fTable of Contents\n\n\n\n\nInflation Reduction Act of 2022\n\nOn August 16, 2022, the Inflation Reduction Act (the \u201cIRA\u201d) was signed into law in the United States. Among other changes, the IRA introduced a corporate minimum tax on certain\ncorporations with average adjusted financial statement income over a three-tax year period in excess of $1 billion and an excise tax on certain stock repurchases by certain covered\ncorporations for taxable years beginning after December 31, 2022. While the corporate minimum tax law change has no immediate effect and is not expected to have a material\nadverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available.\n\nKey Business Metrics and Non-GAAP Financial Measures\nWe track the following key business metrics and financial measures that are not calculated and presented in accordance with generally accepted accounting principles in the United\nStates of America (\u201cU.S. GAAP\u201d) (\u201cnon-GAAP financial measures\u201d) to evaluate our operating performance, identify trends, formulate financial projections, and make strategic\ndecisions. Accordingly, we believe that these key business metrics and non-GAAP financial measures provide useful information to investors and others in understanding and\nevaluating our results of operations in the same manner as our management team. We believe that non-GAAP financial information, when taken collectively, may be helpful to\ninvestors because it provides consistency and comparability with past financial performance, and assists in comparisons with other compa"}, {"title": "lyft.txt", "text": "nies, some of which use similar non-GAAP\nfinancial information to supplement their U.S. GAAP results.\n\nThese key business metrics and non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial\ninformation presented in accordance with U.S. GAAP, and may be different from similarly titled metrics or measures presented by other companies. A reconciliation of each non-\nGAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided under the subsection titled \u201c\u2014 Adjusted EBITDA\u201d and\n\u201c\u2014 Free Cash Flow\u201d below. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most\ndirectly comparable U.S. GAAP financial measures.\n\nKey Business Metrics\n\nWe review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions. We are not aware of any\nuniform standards for calculating these key metrics, which may hinder comparability with other companies that may calculate similarly titled metrics ina different way.\n\n\n 2021 2022\n (in millions)\nNights and Experiences Booked 301 394\nGross Booking Value $ 46,877 $ 63,212\n\n\nNights and Experiences Booked\n\nNights and Experiences Booked is a key measure of the scale of our platform, which in turn drives our financial performance. Nights and Experiences Booked on our platform in a\nperiod represents the sum of the total number of nights booked for stays and the total number of seats booked for experiences, net of cancellations and alterations that occurred in\nthat period. For example, a booking made on February 15 would be reflected in Nights an"}, {"title": "lyft.txt", "text": "d Experiences Booked for our quarter ended March 31. If, in the example, the booking were\ncanceled on May 15, Nights and Experiences Booked would be reduced by the cancellation for our quarter ended June 30. A night can include one or more guests and can be for a\nlisting with one or more bedrooms. A seat is booked for each participant in an experience. Substantially all of the bookings on our platform to date have come from nights. We\nbelieve Nights and Experiences Booked is a key business metric to help investors and others understand and evaluate our results of operations in the same manner as our\nmanagement team, as it represents a single unit of transaction on our platform.\n\nIn 2022, we had 393.7 million Nights and Experiences Booked, a 31% increase from 300.6 million in 2021. Nights and Experiences Booked grows as we attract new customers to\nour platform and as repeat customers increase their activity on our platform. Our Nights and Experiences Booked increased from prior year levels driven by strong growth across all\nregions, in particular in Europe, Latin America, and Asia.\n\nGross Booking Value\n\nGBV represents the dollar value of bookings on our platform in a period and is inclusive of Host earnings, service fees, cleaning fees, and taxes, net of cancellations and alterations\nthat occurred during that period. The timing of recording GBV and any related cancellations is similar to that described in the subsection titled \u201c\u2014 Key Business Metrics and Non-\nGAAP Financial Measures \u2014 Nights and Experiences Booked\u201d above. Revenue from the booking is recognized upon check-in; accordingly, GBV is a leading indicator of revenue.\nThe entire amount of a booking is reflected in GBV during the quarter in which booking occurs, whether the guest pays the entire amount of the booking upfront or elects to use our\nPay Less Upfront program. Growth in GBV reflects our ability to attract and retain customers and reflects growth in Nights and Experiences Booked.\n\nIn 2022, our GBV was $63.2 billion, a 35% increase from $46.9 billion in 2021. The increase in our GBV was primarily due to an increase in Nights and Experiences Booked. The\ntravel recovery we are experiencing has been dominated by our higher average daily rate (\u201cADR\u201d) regions\u2014North America and Europe, in particular. Similar to Nights and\nExperiences Booked, our GBV improvement was driven by stronger bookings in all"}, {"title": "lyft.txt", "text": "regions.\n\n\n\n\n 53\n\fTable of Contents\n\n\n\n\nNon-GAAP Financial Measures\n\nOur non-GAAP financial measures include Adjusted EBITDA, Free Cash Flow, and revenue growth rates in constant currency, which are described below. A reconciliation of each\nnon-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP is provided below. Investors are encouraged to review the\nrelated U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.\n\nThe following table summarizes our non-GAAP financial measures, along with the most directly comparable GAAP measure:\n\n\n 2021 2022\n (in millions)\nNet income (loss)$ (352) $ 1,893\nAdjusted EBITDA $ 1,593 $ 2,903\n\nNet cash provided by operating activities $ 2,313 $ 3,430\nFree Cash Flow $ 2,288 $ 3,405\n\n\nAdjusted EBITDA\n\nWe define Adjusted EBITDA as net income or loss adjusted for (i) provision for (benefit from) income taxes; (ii) other income (expense), net, interest expense, and interest income;\n(iii) depreciation and amortization; (iv) stock-based compensation expense; (v) acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of\ncontingent consideration arrangements; (vi) net changes to the reserves for lodging taxes for which management believes it is probable that we may be held jointly lia"}, {"title": "lyft.txt", "text": "ble with Hosts\nfor collecting and remitting such taxes; and (vii) restructuring charges.\nThe above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable,\nnot driven by core results of operations, and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to\ninvestors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance.\nMoreover, we have included Adjusted EBITDA in this Annual Report on Form 10-K because it is a key measurement used by our management internally to make operating\ndecisions, including those related to operating expenses, evaluating performance, and performing strategic planning and annual budgeting.\n\nAdjusted EBITDA also excludes certain items related to transactional tax matters, for which management believes it is probable that we may be held jointly liable with Hosts in\ncertain jurisdictions, and we urge investors to review the detailed disclosure regarding these matters included in the subsection titled \u201c\u2014Critical Accounting Policies and Estimates\u2014\nLodging Tax Obligations,\u201d as well as the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.\n\nAdjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information\nprepared in accordance with GAAP. These limitations include the following:\n\n \u2022 Adjusted EBITDA does not reflect interest income (expense) and other income (expense), net, which include loss on extinguishment of debt and unrealized and realized\n gains and losses on foreign currency exchange, investments, and financial instruments, including the warrants issued in connection with a term loan agreement entered\n into in April 2020. We amended the anti-dilution feature in the warrant agreements in March 2021. The balance of the warrants of $1.3 billion was reclassified from liability\n to equity as the amended warrants met the requirements for equity classification and are no longer remeasured at each reporting period;\n\n \u2022 Adjusted EBITDA excludes certain recurring"}, {"title": "lyft.txt", "text": ", non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these\n are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash requirements for\n such replacements or for new capital expenditure requirements;\n\n \u2022 Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our\n business and an important part of our compensation strategy;\n\n \u2022 Adjusted EBITDA excludes acquisition-related impacts consisting of gains (losses) recognized on changes in the fair value of contingent consideration arrangements. The\n contingent consideration, which was in the form of equity, was valued as of the acquisition date and is marked-to-market at each reporting period based on factors\n including our stock price;\n\n \u2022 Adjusted EBITDA does not reflect net changes to reserves for lodging taxes for which management believes it is probable that we may be held jointly liable with Hosts for\n collecting and remitting such taxes; and\n\n \u2022 Adjusted EBITDA does not reflect restructuring charges, which include severance and other employee costs, lease impairments, and contract amendments and\n terminations.\n\nBecause of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results.\n\n\n\n\n 54\n\fTable of Contents\n\n\n\n\nIn 2022, Adjusted EBITDA was $2.9 billion, compared to $1.6 billion in 2021. This favorable change was due to our revenue growth combined with continued cost management.\n\nAdjusted EBITDA Reconciliation\n\nThe following is a reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net income (loss):\n\n 2021 2022\n (in millions, except percentages)\nRevenue"}, {"title": "lyft.txt", "text": "$ 5,992 $ 8,399\n\n\nNet income (loss) $ (352) $ 1,893\nAdjusted to exclude the following:\nProvision for (benefit from) income taxes 52 96\nOther income (expense), net 304 (25)\nInterest expense 438 24\nInterest income (13) (186)\nDepreciation and amortization138 81\nStock-based compensation expense(1) 899 930\nAcquisition-related impacts 11 (12)\nNet changes in lodging tax reserves 3 13\nRestructuring charges 113 89\nAdjusted EBITDA $ 1,593 $ 2,903\nAdjusted EBITDA as a percentage of Revenue 27 % 35 %\n\n(1) Excludes stock-based compensation related to restructuring, which is included in restructuring charges in the table above.\n\nFree Cash Flow\n\nWe define Free Cash Flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe that Free Cash Flow is a meaningful\nindicator of liquidity that provides information to our management, investors and others about the amount of cash generated from operations, after purchases of property and\nequipment, that can be used for strategic initiatives, including continuous investment in our business, growth through acquisitions, and strengthening our balance sheet. Our Free\nCash Flow is impacted by the timing of GBV because we collect our service fees at the time of booking, which is generally before a stay or experience occurs. Funds held on behalf\nof our customers and amounts payable to our customers do not impact Free Cash Flow, except interest earned on these funds. Free Cash Flow has limitations as an analytical tool\nand should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. Free Cash\nFlow does not reflect our ability to meet future contract"}, {"title": "lyft.txt", "text": "ual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative\nmeasure.\n\nIn 2022, Free Cash Flow was $3.4 billion compared to $2.3 billion in 2021, representing 41% of revenue. The increase was primarily driven by revenue growth, margin expansion,\nand significant growth in unearned fees.\n\n\n\n\n 55\n\fTable of Contents\n\n\n\n\nFree Cash Flow Reconciliation\n\nThe following is a reconciliation of Free Cash Flow to the most comparable GAAP cash flow measure, net cash provided by operating activities:\n 2021 2022\n (in millions, except percentages)\nRevenue $ 5,992 $ 8,399\n\nNet cash provided byoperating activities $ 2,313 $ 3,430\nPurchases of property and equipment (25) (25)\nFree Cash Flow $ 2,288 $ 3,405\nFree Cash Flow as a percentage of Revenue 38 % 41 %\nOther cash flow components:\nNet cash used in investing activities $ (1,352) $ (28)\nNet cash provided by (used in) financing activities $ 1,308 $ (689)\n\n\nConstant Currency\n\nIn addition to revenue growth rates derived from revenue presented in accordance with U.S. GAAP, we disclose below the percentage change in our current period revenue from the\ncorresponding prior period by comparing results using constant currencies. We present constant currency revenue growth rate information to provide a framework for assessing how\nour underlying revenue performed excluding the effect of changes in exchange rates. We use the percentage change in constant currency revenues for financial and operational\ndecision-making and as a means to evaluate period-to-period comparisons. We believe the presentation of revenue on a constant currency basis in addition to the U.S. GAAP\npresentation helps improve the ability to understand our performance because it excludes the effects of foreign currency volatility that are not indicative of our core operating results.\nWe calculate the percentage change in constant currency by determining the change in the current period revenue over the prior comparable period where current period foreign\ncurrency revenue is translated using the exchange rates of the comparative period.\n\nGeographic Mix\n\nOur operations are global, and certain trends in our business, such as Nights and Experiences Booked, GBV, reve"}, {"title": "lyft.txt", "text": "nue, GBV per Night and Experience Booked, and Nights per\nBooking vary by geography. We measure Nights and Experiences Booked by region based on the location of the listing.\n 2021 % of Total 2022 % of Total\n (in millions, except percentages)\nNights and Experiences Booked\n North America 114 38 % 133 34 %\n EMEA 118 39 % 168 43 %\n Latin America 39 13 % 53 13 %\n Asia Pacific 30 10 %40 10 %\n Total 301 100 % 394 100 %\n\nGross Booking Value\n North America $ 25,305 54 % $ 32,246 51 %\n EMEA 14,607 31 % 21,486 34 %\n Latin America 3,706 8% 4,838 8%\n Asia Pacific 3,259 7% 4,642 7%\n Total $ 46,877 100 % $ 63,212 100 %\n\nRevenue\n North America $ 3,201 54 % $ 4,210 50 %\n EMEA 1,931 32 % 2,924 35 %\n Latin America 431 7% 643 8%\n Asia Pacific 429 7% 622 7%\n Total $ 5,992 100 % $ 8,399 100 %\n\nWe saw an increase in GBV per Night and Experience Booked in 2022 compared to 2021, in part because our geographic mix shifted to these higher GBV per Night and Experience\nBooked regions. Specifically, GBV per Night and Experience Booked in 2022 was $240.29 for North America compar"}, {"title": "lyft.txt", "text": "ed to $127.99 for EMEA, $117.41 for Asia Pacific, and $92.89\nfor Latin America, with a total global GBV per Night and Experience Booked of $160.56.\n\nOur total company average nights per booking, excluding experiences for 2022 were 4.2 nights for each of North America, EMEA, and Latin\n\n\n\n\n 56\n\fTable of Contents\n\n\n\n\nAmerica, and 3.2 nights for Asia Pacific, with a total average of 4.1 nights. We expect that our blended global average nights per booking will continue to fluctuate based on our\ngeographic mix and changes in traveler behaviors.\n\nComponents of Results of Operations\n\nRevenue\n\nOur revenue consists of service fees, net of incentives and refunds, charged to our customers. For stays, service fees, which are charged to customers as a percentage of the value\nof the booking, excluding taxes, vary based on factors specific to the booking, such as booking value, the duration of the booking, geography, and Host type. For experiences, we\nonly earn a Host fee. Substantially all of our revenue comes from stays booked on our platform. Incentives include our referral programs and marketing promotions to encourage the\nuse of our platform and attract new customers, while our refunds to customers are part of our customer support activities.\n\nWe experience a difference in timing between when a booking is made and when we recognize revenue, which occurs upon check-in. We record the service fees that we collect\nfrom customers prior to check-in on our balance sheet as unearned fees. Revenue is net of incentives and refunds provided to customers.\n\nCost of Revenue\n\nCost of revenue includes payment processing costs, including merchant fees and chargebacks, costs associated with third-party data centers used to host our platform, and\namortization of internally developed software and acquired technology. Because we act as the merchant of record, we incur all payment processing costs associated with our\nbookings, and we have chargebacks, which arise from account takeovers and other fraudulent activities. Cost of revenue may vary as a percentage of revenue from year to year\nbased on activity on our platform and may also vary from quarter to quarter as a percentage of revenue based on the seasonality of our business and the difference in the timing of\nwhen bookings are made and when we rec"}, {"title": "lyft.txt", "text": "ognize revenue.\n\nOperations and Support\n\nOperations and support expense primarily consists of personnel-related expenses and third-party service provider fees associated with community support provided via phone,\nemail, and chat to customers; customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with our Host protection\nprograms; and allocated costs for facilities and information technology.\n\nProduct Development\n\nProduct development expense primarily consists of personnel-related expenses and third-party service provider fees incurred in connection with the development of our platform,\nand allocated costs for facilities and information technology.\n\nSales and Marketing\n\nSales and marketing expense primarily consists of brand and performance marketing, personnel-related expenses, including those related to our field operations, policy and\ncommunications, portions of referral incentives and coupons, and allocated costs for facilities and information technology.\n\nGeneral and Administrative\n\nGeneral and administrative expense primarily consists of personnel-related expenses for management and administrative functions, including finance and accounting, legal, and\nhuman resources. General and administrative expense also includes certain professional services fees, general corporate and director and officer insurance, allocated costs for\nfacilities and information technology, indirect taxes, including lodging tax reserves for which we may be held jointly liable with Hosts for collecting and remitting such taxes, and bad\ndebt expense.\n\nRestructuring Charges\n\nRestructuring charges primarily consist of costs associated with a global workforce reduction in May 2020, lease impairments, and costs associated with amendments and\nterminations of contracts, including commercial agreements with service providers.\n\nStock-Based Compensation\n\nWe grant stock-based awards consisting primarily of stock options, restricted stock awards (\u201cRSAs\u201d), and restricted stock units (\u201cRSUs\u201d) to employees, members of our board of\ndirectors, and non-employees. In addition, we have an Employee Stock Purchase Plan (\u201cESPP\u201d), which was adopted by our board of directors in December 2020.\n\nInterest Income\n\nInterest income consists primarily of interest earned on our cash, cash equivalents, marketable securities, and amounts held on behalf o"}, {"title": "lyft.txt", "text": "f customers.\n\n\n\n\n 57\n\fTable of Contents\n\n\n\n\nInterest Expense\nInterest expense consists primarily of interest associated with various indirect tax reserves, amortization of debt issuance and debt discount costs, and the loss on extinguishment of\ndebt related to the repayment of the first and second lien loans in March 2021.\n\nOther Income (Expense), Net\n\nOther income (expense), net consists primarily of realized and unrealized gains and losses on foreign currency transactions and balances, the change in fair value of investments\nand financial instruments, including the warrants issued in connection with a term loan agreement entered into in April 2020, and our share of income or loss from our equity method\ninvestments.\n\nOur platform generally enables guests to make payments in the currency of their choice to the extent that the currency is supported by Airbnb, which may not match the currency in\nwhich the Host elects to be paid. As a result, in those cases, we bear the currency risk of both the guest payment as well as the Host payment due to timing differences in such\npayments. We enter into derivative contracts to offset a portion of our exposure to the impact of movements in currency exchange rates on our transactional balances denominated\nin currencies other than the U.S. dollar. The effects of these derivative contracts are reflected in other income (expense), net.\n\nProvision for (Benefit from) Income Taxes\n\nWe are subject to income taxes in the United States and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United\nStates. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate is subject to significant variation due to several\nfactors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how we do business,\nacquisitions, investments, tax audit developments, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes,\nregulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the global tax framewo"}, {"title": "lyft.txt", "text": "rk, competition, and other laws and\naccounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can vary based on\nthe amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.\n\nWe have a valuation allowance for our net U.S. deferred tax assets, including federal and state net operating loss carryforwards, tax credits, and intangible assets. We expect to\nmaintain these valuation allowances until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the\nUnited States. We regularly assess all available evidence, including cumulative historic losses and forecasted earnings. Given our current earnings and anticipated future earnings,\nwe believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will\nno longer be needed. Release of the valuation allowance would result inthe recognition of material U.S. federal and state deferred tax assets and a corresponding decrease to\nincome tax expense in the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of\nsustained U.S. profitability that we are able to actually achieve, as well as the amount of tax deductible stock compensation dependent upon our publicly traded share price, foreign\ncurrency movements, and macroeconomic conditions, among other factors.\n\nWe recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes.\n\n\n\n\n 58\n\fTable of Contents\n\n\n\n\nResults of Operations\n\nThe following table sets forth our results of operations for the periods presented (in millions, except percentages):\n\n\n 2021 2022\n Amount"}, {"title": "lyft.txt", "text": "% of Revenue Amount % of Revenue\nRevenue $ 5,992 100 % $ 8,399 100 %\nCosts and expenses:\n Cost of revenue 1,156 19 1,499 18\n Operations and support(1) 847 14 1,041 12\n Product development(1) 1,425 24 1,502 18\n Sales and marketing(1) 1,186 20 1,516 18\n General and administrative(1) 836 14 95011\n Restructuring charges(1) 113 2 89 1\n Total costs and expenses 5,563 93 6,597 78\n Income from operations 429 7 1,802 22\nInterest income 13 \u2014 186 2\nInterest expense (438) (7) (24) \u2014\nOther income (expense), net (304) (5) 25 \u2014\n Income (loss) before income taxes(300) (5) 1,989 24\nProvision for income taxes 52 1 96 1\n Net income (loss) $ (352) (6)% $ 1,893 23 %\n\n(1) Includes stock-based compensation expense as follows (in millions):\n 2021 2022\nOperations and support $ 49 $ 63\nProduct development 545 548\nSales and marketing"}, {"title": "lyft.txt", "text": "100 114\nGeneral and administrative 205 205\n Stock-based compensation expense $ 899 $ 930\n\n\nComparison of the Years Ended December 31, 2021 and 2022\n\nRevenue\n 2021 2022 % Change\n (in millions, except percentages)\nRevenue $ 5,992 $ 8,399 40 %\n\n\nRevenue increased $2.4 billion, or 40%, in 2022 compared to 2021, primarily due to a 31% increase in Nights and Experiences Booked combined with higher ADRs. On a constant-\ncurrency basis, revenue increased 46% compared to 2021, due to the strengthening of the U.S. dollar against the Euro and British Pounds.\n\nCost of Revenue\n 2021 2022 % Change\n (in millions, except percentages)\nCost of revenue $ 1,156 $ 1,499 30 %\nPercentage of revenue 19 % 18 %\n\n\nCost of revenue increased $343.2 million, or 30%, in 2022 compared to 2021, primarily due to an increase in merchant fees of $313.9 million and an increase of $35.8 million in\nchargebacks, both related to an increase in pay-in volumes, an increase in cloud computing costs of $24.9"}, {"title": "lyft.txt", "text": "million due to increased server and data storage usage, and an increase\nof $10.0 million related to SMS notification costs, partially offset by a decrease of $44.3 million in amortization expense for internally developed software and acquired technology.\n\n\n\n\n 59\n\fTable of Contents\n\n\n\n\nOperations and Support\n 2021 2022 % Change\n (in millions, except percentages)\nOperations and support $ 847 $ 1,041 23 %\nPercentage of revenue 14 % 12 %\n\n\nOperations and support expense increased $193.8 million, or 23%, in 2022 compared to 2021, primarily due to $130.7 million increase in third-party community support personnel\nand customer relations costs, a $29.8 million increase in insurance costs due to a higher Host Liability Insurance premium resulting from higher overall nights and a higher premium\nrate, and a $29.2 million increase in payroll-related expenses due to growth in headcount and increased compensation costs.\n\nProduct Development\n 2021 2022 % Change\n (in millions, except percentages)\nProduct development $ 1,425 $ 1,502 5%\nPercentage of revenue 24 % 18 %\n\n\nProduct development expense increased $77.4 million, or 5%, in 2022 compared to 2021, primarily due to a $51.9 million increase in payroll-rela"}, {"title": "lyft.txt", "text": "ted expenses due to growth in\nheadcount and increased compensation costs, and a $14.9 million increase in third-party service providers for contingent workers and consultant support for infrastructure projects,\nquality assurance services, and support of new product rollouts, including AirCover. Product development expense as a percent of revenue decreased to 18% in 2022, from 24% in\nthe prior year, primarily due to growth in revenue outpacing growth in product development expense as a result of the significant increase in Nights and Experiences Booked\ncombined with higher ADRs and cost saving initiatives.\n\nSales and Marketing\n 2021 2022 % Change\n (in millions, except percentages)\nBrand and performance marketing $ 723 $ 1,030 42 %\nField operations and policy463 486 5%\n Total sales and marketing $ 1,186 $ 1,516 28 %\n Percentage of revenue 20 % 18 %\n\n\nSales and marketing expense increased $329.9 million, or 28%, in 2022 compared to 2021, primarily due to a $197.8 million increase in marketing activities associated with our\nMade Possible by Hosts, Strangers, AirCover, Categories, and OMG marketing campaigns and launches, a $67.9 million increase in our search engine marketing and advertising\nspend, a $25.1 million increase in payroll-related expenses due to growth in headcount and increase in compensation costs, a $22.0 million increase in third-party service provider\nexpenses, and a $11.1 million increase in coupon expense in line with increase in revenue and launch of AirCover for guests, partially offset by a decrease of $22.9 million related to\nthe cha"}, {"title": "lyft.txt", "text": "nges in the fair value of contingent consideration related to a 2019 acquisition.\n\nGeneral and Administrative\n 2021 2022 % Change\n (in millions, except percentages)\nGeneral and administrative $ 836 $ 950 14 %\nPercentage of revenue 14 % 11 %\n\n\nGeneral and administrative expense increased $114.0 million, or 14%, in 2022 compared to 2021, primarily due to an increase in other business and operational taxes of $41.3\nmillion, a $25.5 million increase in professional services expenses, primarily due to third-party service provider expenses, a $21.7 million increase in bad debt expenses, a $6.2\nmillion increase in travel and entertainment expenses, anda $6.0 million increase in charitable contributions to Airbnb.org, primarily to support Ukrainian refugees.\n\nRestructuring Charges\n 2021 2022 % Change\n (in millions, except percentages)\nRestructuring charges $ 113 $ 89 (21)%\nPercentage of revenue 2% 1%\n\n\nRestructuring charges decreased $23.7 million, or 21%, in 2022 compared to 2021. The shift to a remote work model was in direct response to the change in how our employees\nwork due to the impact of COVID-19. As a result, in 2022 we recorded restructuring charges of $89.1 million, which include $80.5 million relating to an impairment of both domestic\nand international operating lease right-of"}, {"title": "lyft.txt", "text": "-use (\u201cROU\u201d) assets,\n\n\n\n\n 60\n\fTable of Contents\n\n\n\n\nand $8.4 million of related leasehold improvements. Refer to Note 17, Restructuring, to our consolidated financial statements included in Item 8 of Part 2 of this Annual Report on\nForm 10-K for additional information.\n\nInterest Income and Expense\n 2021 2022 % Change\n (in millions, except percentages)\nInterest income $ 13 $ 186 1,361 %\nPercentage of revenue \u2014% 2%\nInterest expense $ (438) $(24) (95)%\nPercentage of revenue (7)% \u2014%\n\n\nInterest income increased $173.2 million, or 1,361%, in 2022 compared to 2021, primarily due to higher interest rates. Our investment portfolio was largely invested in money market\nfunds and short-term, high-quality bonds. Interest expense decreased $413.9 million in 2022, primarily due to the $377.2 million loss on extinguishment of debt resulting from\nretirement of two term loans in March 2021. Refer to Note 9, Debt, to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K, for\nadditional information.\n\nOther Income (Expense), Net\n 2021 2022 % Change\n (in millions, except percentages)\nOther income (expense), net"}, {"title": "lyft.txt", "text": "$ (304) $ 25 (108)%\nPercentage of revenue (5)% \u2014%\n\n\nOther income (expense), net increased $328.3 million in 2022 compared to 2021, primarily driven by $292.0 million of fair value remeasurement on our warrants issued in\nconnection with our second lien loan in the prior year, which were reclassified to equity in March 2021 and no longer require fair value remeasurement.\n\nProvision for Income Taxes\n 2021 2022 % Change\n (in millions, except percentages)\nProvision for income taxes $ 52 $ 96 85 %\nEffective tax rate(17)% 5%\n\n\nThe provision for income taxes for the year ended December 31, 2022 increased $44.0 million, compared to 2021, primarily due to increased profitability. See Note 13, Income\nTaxes, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further details.\n\nLiquidity and Capital Resources\n\nSources and Conditions of Liquidity\n\nAs of December 31, 2022, our principal sources of liquidity were cash and cash equivalents and marketable securities totaling $9.6 billion. As of December 31, 2022, cash and cash\nequivalents totaled $7.4 billion, which included $2.1 billion held by our foreign subsidiaries. Cash and cash equivalents consist of checking and interest-bearing accounts and highly-\nliquid securities with an original maturity of 90 days or less. As of December 31, 2022, marketable securities totaled $2.2 billion. Marketable securities primarily consist of highly-\nliquid investment grade corporate debt securities, commercial paper, certificates of deposit, and U.S. government and agency bonds. These amounts do not include funds of $4.8\nbillion as of December 31,"}, {"title": "lyft.txt", "text": "2022 that we held for bookings in advance of guests completing check-ins that we record separately on our balance sheet in funds receivable and\namounts held on behalf of customers with a corresponding liability in funds payable and amounts payable to customers.\n\nCash, cash equivalents, and marketable securities held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our\ndomestic operations. However, repatriation of such funds may result in additional tax liabilities. We believe that our existing cash, cash equivalents, and marketable securities\nbalances in the United States are sufficient to fund our working capital needs in the United States.\n\nWe have access to $1.0 billion of commitments under the 2022 Credit Facility. As of December 31, 2022, no amounts were drawn under the 2022 Credit Facility. See Note 9, Debt,\nto our consolidated financial statements included in Item 8 of Part 2 of this Annual Report on Form 10-K for a description of the 2022 Credit Facility entered into on October 31, 2022.\n\nMaterial Cash Requirements\n\nAs of December 31, 2022, we had outstanding $2.0 billion in aggregate principal amount of indebtedness of our convertible senior notes due 2026. On March 3, 2021, in connection\nwith the pricing of the 2026 Notes, we entered into privately negotiated capped call transactions (the \u201cCapped Calls\u201d) with certain of the initial purchasers and other financial\ninstitutions (the \"option counterparties\") at a cost of approximately\n\n\n\n\n 61\n\fTable of Contents\n\n\n\n\n$100.2 million. The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a premium of 100% over the last reported sale price of the\nClass A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of the Capped Call Transactions. See Note 9, Debt, to our\nconsolidated financial statements included in Item 8 of Part 2 of this Annual Report on Form 10-K for additional information.\n\nAs of December 31, 2022, our total minimum lease payments were $354.0 million, of which $80.7 million is due in the succeeding 12 months. We have a commercial agreement with\na data hosting services provider to spend or incur an aggregate of at least $941.7 million fo"}, {"title": "lyft.txt", "text": "r vendor services through 2027. See Note 8. Leases, Note 9, Debt, and Note 12,\nCommitments and Contingencies to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information regarding these\ncommitments.\n\nOn August 2, 2022, we announced that our board of directors approved a share repurchase program with authorization to purchase up to $2.0 billion of our Class A common stock at\nmanagement\u2019s discretion (the \u201cShare Repurchase Program\u201d). Share repurchases under the Share Repurchase Program may be made through a variety of methods, which may\ninclude open market purchases, privately negotiated transactions, block trades, or accelerated share repurchase transactions, or by any combination of such methods. Any such\nrepurchases will be made from time to time subject to market and economic conditions, applicable legal requirements, and other relevant factors. The Share Repurchase Program\ndoes not have an expiration date, does not obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time at our discretion.\nDuring 2022, we repurchased and subsequently retired 13.8 million shares of our common stock for $1.5 billion under the Share Repurchase Program. As of December 31, 2022, we\nhad $500.0 million available to repurchase shares pursuant to the Share Repurchase Program.\n\nCash Flows\n\nThe following table summarizes our cash flows for the periods indicated (in millions):\n\n\n 2021 2022\nNet cash provided by operating activities $ 2,313 $ 3,430\nNet cash used in investing activities (1,352) (28)\nNet cash provided by (used in) financing activities 1,308 (689)\n Effect of exchange rate changes on cash, cash equivalents, and restricted cash (210)"}, {"title": "lyft.txt", "text": "(337)\n Net increase in cash, cash equivalents, and restricted cash $ 2,059 $ 2,376\n\n\nCash Provided by Operating Activities\n\nNet cash provided by operating activities in 2022 was $3.4 billion, which is due to net income in 2022 of $1.9 billion, adjusted for non-cash charges, primarily consisting of $929.6\nmillion of stock-based compensation expense, impairment of long-lived assets of $91.4 million, and $62.5 million of foreign exchange losses due to the strengthening of the U.S.\ndollar against the Euro and British Pound. Additional cash was provided by changes in working capital, including a $279.9 million increase in unearned fees resulting from\nsignificantly higher bookings and accrued expenses and other liabilities of $272.7 million.\n\nNet cash provided by operating activities in 2021 was $2.3 billion. Our net loss for 2021 was $352.0 million, adjusted for non-cash charges, primarily consisting of $898.8 million of\nstock-based compensation expense, $377.2 million of loss on extinguishment of debt, $292.0 million of fair value remeasurement on warrants issued in connection with a term loan\nagreement entered into in April 2020, $138.3 million of depreciation and amortization, $112.5 million of impairment of long-lived assets, and $27.3 million of bad debt expense.\nAdditional inflow of cash resulted from changes in working capital, including a $495.8 million increase in unearned fees resulting from significantly higher bookings.\n\nCash Used in Investing Activities\n\nNet cash used in investing activities in 2022 was $28.0 million, which was primarily from the proceeds from maturities and sales of marketable securities of $3.2 billion and $909.5\nmillion, respectively, partially offset by purchases of marketable securities of $4.1 billion.\n\nNet cash used in investing activities in 2021 was $1.4 billion, which was primarily due to purchases of marketable securities of $4.9 billion, partially offset by proceeds resulting from\nsales and maturities of marketable securities of $1.6 billion and $2.0 billion, respectively.\n\nCash Provided by (Used in) Financing Activities\n\nNet cash used in financing activities in 2022 was $689.2 million, primarily reflecting the increase in funds payable and amounts payable to customers of $1.3 billion resulting from\nsignifi"}, {"title": "lyft.txt", "text": "cantly higher bookings, offset by our share repurchase of $1.5 billion under the Share Repurchase Program, and an increase in the taxes paid related to net share settlement\nof equity awards of $607.4 million.\n\nNet cash provided by financing activities in 2021 was $1.3 billion, primarily reflecting the proceeds from the issuance of convertible senior notes, net of issuance costs, of $2.0 billion\nand an increase in funds payable and amounts payable to customers of $1.6 billion, partially offset by the repayment of long-term debt and a related prepayment penalty of $2.0\nbillion and $212.9 million, respectively.\n\nEffect of Exchange Rates\n\n\n\n\n 62\n\fTable of Contents\n\n\n\n\nThe effect of exchange rate changes on cash, cash equivalents, and restricted cash on our consolidated statements of cash flows relates to certain of our assets, principally cash\nbalances held on behalf of customers, that are denominated in currencies other than the functional currency of certain of our subsidiaries. During 2021 and 2022, we recorded\nreductions of $209.9 million and $337.4 million, respectively, in cash, cash equivalents, and restricted cash, primarily due to the strengthening of the U.S. dollar against certain\ncurrencies. The impact of exchange rate changes on cash balances can serve as a natural hedge for the effect of exchange rates on our liabilities to our customers.\n\nWe assess our liquidity in terms of our ability to generate cash to fund our short- and long-term cash requirements. As such, we believe that the cash flows generated from operating\nactivities will meet our anticipated cash requirements in the short-term. In addition to normal working capital requirements, we anticipate that our short- and long-term cash\nrequirements will include funding capital expenditures, debt repayments, share repurchases, introduction of new products and offerings, timing and extent of spending to support our\nefforts to develop our platform, and expansion of sales and marketing activities. Our future capital requirements, however, will depend on many factors, including, but not limited to\nour growth, headcount, and ability to attract and retain customers on our platform. Additionally, we may in the future raise additional capital or incur additional indebtedness to\ncontinue to fund our strategic initi"}, {"title": "lyft.txt", "text": "atives. On a long-term basis, we would rely on either our access to the capital markets or our credit facility for any long-term funding not provided by\noperating cash flows and cash on hand. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity,\nequity-linked arrangements, and/or debt, which may not be available on favorable terms, or at all. If we are unable to raise additional capital when desired and at reasonable rates,\nour business, results of operations, and financial condition could be materially adversely affected. Our liquidity is subject to various risks including the risks identified in the section\ntitled \"Risk Factors\" in Item 1A and market risks identified in the section entitled \"Quantitative and Qualitative Disclosures about Market Risk\" in Item 7A.\n\nIndemnification Agreements\n\nIn the ordinary course of business, we include limited indemnification provisions under certain agreements with parties with whom we have commercial relations of varying scope\nand terms. Under these contracts, we may indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered orincurred by the indemnified party in\nconnection with breach of the agreements, or intellectual property infringement claims made by a third party, including claims by a third party with respect to our domain names,\ntrademarks, logos, and other branding elements to the extent that such marks are applicable to its performance under the subject agreement. It is not possible to determine the\nmaximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each\nparticular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with our indemnification provisions.\n\nIn addition, we have entered into indemnification agreements with our directors, executive officers, and certain other employees that require us, among other things, to indemnify\nthem against certain liabilities that may arise by reason of their status or service as directors, executive officers, or employees.\n\nCritical Accounting Estimates\n\nOur consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United St"}, {"title": "lyft.txt", "text": "ates. The preparation of these consolidated financial\nstatements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses, and related disclosures. On an\nongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.\n\nWe believe that of our significant accounting policies, which are described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K,\nthe following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding\nand evaluating our consolidated financial condition, results of operations, and cash flows.\n\nLodging Tax Obligations\n\nIn jurisdictions where we do not collect and remit lodging taxes, the responsibility for collecting and remitting these taxes, if applicable, generally rests with Hosts. We estimate\nliabilities for a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where we believe it is probable thatAirbnb could be held jointly liable with\nHosts for collecting and remitting such taxes and the related amounts can be reasonably estimated. Changes to these liabilities are recorded in general and administrative expense\nin our consolidated statements of operations.\n\nEvaluating potential outcomes for lodging taxes is inherently uncertain and requires us to utilize various judgments, assumptions, and estimates in determining our reserves. A\nvariety of factors could affect our potential obligation for collecting and remitting such taxes which include, but are not limited to, whether we determine, or any tax authority asserts,\nthat we have a responsibility to collect lodging and related taxes on either historic or future transactions; the introduction of new ordinances and taxes which subject our operations to\nsuch taxes; or the ultimate resolution of any historic claims that may be settled through negotiation. Accordingly, the ultimate resolution of lodging taxes may be greater or less than\nreserve amounts we have established. See Note 12, Commitments and Contingencies, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-\nK for additional info"}, {"title": "lyft.txt", "text": "rmation.\n\nIncome Taxes\n\nWe are subject to income taxes in the United States and foreign jurisdictions. We account for income taxes using the asset and liability method. We account for uncertainty in tax\npositions by recognizing a tax benefit from uncertain tax positions when it is more likely than not that the position will be sustained upon examination. Evaluating our uncertain tax\npositions, determining our provision for (benefit from)\n\n\n\n\n 63\n\fTable of Contents\n\n\n\n\nincome taxes, and evaluating the impact of tax law changes, are inherently uncertain and require making judgments, assumptions, and estimates.\n\nIn determining the need for a valuation allowance, we weigh both positive and negative evidence in the various jurisdictions in which we operate to determine whether it is more\nlikely than not that our deferred tax assets are recoverable. We regularly assess all available evidence, including cumulative historic losses and forecasted earnings. Due to\ncumulative losses in the U.S. during the prior three years, including tax deductible stock compensation, and based on all available positive and negative evidence, we do not believe\nit is more likely than not that our U.S. deferred tax assets will be realized as of December 31, 2022. Accordingly, a full valuation allowance has been established in the United States,\nand no deferred tax assets and related tax benefit have been recognized in the financial statements. However, given our current earnings and anticipated future earnings, we believe\nthat there is a reasonable possibility that sufficient positive evidence may become available in a future period to allow us to reach a conclusion that the U.S. valuation allowance will\nno longer be needed. Release of the valuation allowance would result in the recognition of material U.S. federal and state deferred tax assets and a corresponding decrease to\nincome tax expense in the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of\nsustained U.S. profitability that we are able to actually achieve, as well as the amount of tax deductible stock compensation dependent upon our publicly traded share price, foreign\ncurrency movements, and macroeconomic conditions, among other factors.\n\nW"}, {"title": "lyft.txt", "text": "hile we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We\nadjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit. To the extent that the final tax outcome of these matters is different than the\namounts recorded, such differences will impact the provision for (benefit from) income taxes and the effective tax rate in the period in which such determination is made.\n\nRecent Accounting Pronouncements\n\nSee Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.\n\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk\n\nOur substantial operations around the world expose us to various market risks. These risks primarily include foreign currency risk and investment risk.\n\nForeign Currency Exchange Risk\n\nWe offer the ability to transact on our platform in over 40 currencies, of which the most significant foreign currencies to our operations in 2022 were the Euro, British Pound,\nCanadian Dollar, Australian Dollar, Brazilian Real, and Mexican Peso. Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the\nrisk of fluctuations in foreign currency exchange rates against the U.S. dollar. Accordingly, we are subject to foreign currency risk, which may adversely impact our financial results.\n\nWe have foreign currency exchange risks related primarily to:\n\n \u2022 revenue and cost of revenue associated with bookings on our platform denominated in currencies other than the U.S. dollar;\n \u2022 balances held as funds receivable and amounts held on behalf of customers and funds payable and amounts payable to customers;\n \u2022 unbilled amounts for confirmed bookings under the terms of our Pay Less Upfront program; and\n \u2022 intercompany balances primarily related to our payment entities that process customer payments.\n\nFor revenue and cost of revenue associated with bookings on our platform outside of the United States, we generally receive net foreign currency amounts and therefore benefit\nfrom a weakening of the U.S. dollar and are adversely affected by a strengthening of the U.S. dollar. Movements in foreign exchange rates are recorded in other income (expens"}, {"title": "lyft.txt", "text": "e),\nnet in our consolidated statements of operations. Furthermore, our platform generally enables guests to make payments in the currency of their choice to the extent that the currency\nis supported by Airbnb, which may not match the currency in which the Host elects to be paid. As a result, in those cases, we bear the currency risk of both the guest payment as\nwell as the Host payment due to timing differences in such payments.\n\nWe use foreign currency derivative contracts to protect against foreign exchange risks. These hedges are primarily designed to manage foreign exchange risk associated with\nbalances held as funds payable and amounts payable to customers. These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our\nassets and liabilities. In the first quarter of 2023, we initiated a foreign exchange cash flow hedging program to minimize the effects of currency fluctuations on revenue in the future.\n\nWe have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in exchange rates. If our foreign-currency denominated\nassets, liabilities, revenues, or expenses increase, ourresults of operations may be more significantly impacted by fluctuations in the exchange rates of the currencies in which we\ndo business. During 2022, we experienced negative foreign currency impacts to revenue due to the strengthening of the U.S. dollar relative to certain foreign currencies\n\nIf an adverse 10% foreign currency exchange rate change was applied to total net monetary assets and liabilities denominated in currencies other than the local currencies as of\nDecember 31, 2022, it would not have had a material impact on our consolidated financial statements.\n\nInvestment and Interest Rate Risk\n\n\n\n\n 64\n\fTable of Contents\n\n\n\n\nWe are exposed to interest rate risk related primarily to our investment portfolio. Changes in interest rates affect the interest earned on our total cash, cash equivalents, and\nmarketable securities and the fair value of those securities.\n\nWe had cash and cash equivalents of $7.4 billion and marketable securities of $2.2 billion as of December 31, 2022, which consisted of highly-liquid investment grade corporate debt\nsecurities, commercial paper, certificates of d"}, {"title": "lyft.txt", "text": "eposit, and U.S. government and agency bonds. As of December 31, 2022, we had an additional $4.8 billion that we held for bookings\nin advance of guests completing check-ins, which we record separately on our consolidated balance sheets as funds receivable and amounts held on behalf of customers. The\nprimary objective of our investment activities is to preserve capital and meet liquidity requirements without significantly increasing risk. We invest primarily in highly-liquid, investment\ngrade debt securities, and we limit the amount of credit exposure to any one issuer. We do not enter into investments for trading or speculative purposes and have not used any\nderivative financial instruments to manage our interest rate risk exposure. Because our cash equivalents and marketable securities generally have short maturities, the fair value of\nour portfolio is relatively insensitive to interest rate fluctuations. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed\nto, material risks due to changes in interest rates. A hypothetical 100 basis points increase in interest rates would have resulted in a decrease of $13.1 million to our investment\nportfolio as of December 31, 2022.\n\n\n\n\n 65\n\fTable of Contents\n\n\n\n\nItem 8. Financial Statements and Supplementary Data\n\n Index to Consolidated Financial Statements and Schedule\n\n Page\nReport of Independent Registered Public Accounting Firm (PCAOB ID 238) 67\nConsolidated Financial Statements\n Consolidated Balance Sheets 69\n Consolidated Statements of Operations 70\n Consolidated Statements of Comprehensive Income (Loss) 71\n Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) 72\n Consolidated Statements of Cash Flows 74\n Notes to Consolidated Financial"}, {"title": "lyft.txt", "text": "Statements 76\nFinancial Statement Schedule\n Schedule II\u2014Valuation and Qualifying Accounts 104\n\n\n\n\n 66\n\fTable of Contents\n\n\n\n\n Report of Independent Registered Public Accounting Firm\n\n\n\nTo the Board of Directors and Stockholders of Airbnb, Inc.\n\nOpinions on the Financial Statements and Internal Control over Financial Reporting\n\nWe have audited the accompanying consolidated balance sheets of Airbnb, Inc. and its subsidiaries (the \u201cCompany\u201d) as of December 31, 2022 and 2021, and the related\nconsolidated statements of operations, of comprehensive income (loss), of redeemable convertible preferred stock and stockholders\u2019 equity (deficit), and of cash flows for each of the\nthree years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index for each of the three years in the\nperiod ended December 31, 2022 (collectively referred to as the \u201cconsolidated financial statements\u201d). We also have audited the Company's internal control over financial reporting as\nof December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway\nCommission (COSO).\n\nIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and\n2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally\naccepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,\n2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.\n\nBasis for Opinions\n\nThe Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of\nthe effectiveness of internal control over financial"}, {"title": "lyft.txt", "text": "reporting, included in Management\u2019s Report on Internal Control over Financial Reporting appearing under Item 9A. Our\nresponsibility is to express opinions on the Company\u2019s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are\na public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about\nwhether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was\nmaintained in all material respects.\n\nOur audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures\nin the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over\nfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed\nrisk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our\nopinions.\n\nDefinition and Limitations of Internal Control over Financial Reporting\n\nA company\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of\nfinancial statements for external purposes in accordance"}, {"title": "lyft.txt", "text": "with generally accepted accounting principles. A company\u2019s internal control over financial reporting includes those policies\nand procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;\n(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting\nprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company\u2019s assets that could have a material effect on the\nfinancial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future\nperiods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may\ndeteriorate.\n\nCritical Audit Matters\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be\ncommunicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially\nchallenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a\nwhole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\n\n\n\n 67\n\fTable of Contents\n\n\n\n\nUncertain Tax Positions\n\nAs described in Notes 2 and 13 to the consolidated financial statements, the Company has recorded gross unrecognized tax benefits of $650 million relating to uncertain tax\npositions as of December 31, 2022. Management evaluates and accounts for uncertain tax positions using a two-"}, {"title": "lyft.txt", "text": "step approach. Recognition, step one, occurs when management\nconcludes 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\nof benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The Company is in various\nstages of examination in connection with its ongoing tax audits globally and management believes that an adequate provision has been recorded for any adjustments that may result\nfrom 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\nwith management's expectations, management may be required to record an adjustment to the provision for (benefit from) income taxes in the period such resolution occurs.\n\nThe principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i) the significant judgment by\nmanagement when determining uncertain tax positions, including a high degree of estimation uncertainty relative to the technical merits and the measurement of the tax positions\nbased on interpretations of tax laws and legal rulings; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to\nmanagement's recognition and measurement of uncertain tax positions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.\n\nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These\nprocedures included testing the effectiveness of controls relating to the recognition and measurement of the liability for uncertain tax positions and controls addressing completeness\nof the uncertain tax positions. These procedures also included, among others, (i) testing the completeness of management's assessment of the identification of uncertain tax\npositions; (ii) testing the recognition and measurement of the liability for uncertain tax positions, including management's assessment of the technical merits of the tax positions and\nthe amount of"}, {"title": "lyft.txt", "text": "tax benefit expected to be sustained; (iii) testing the information used in the calculation of the liability for uncertain tax positions, including intercompany agreements,\ninternational, federal, and state filing positions, and the related final tax returns; (iv) evaluating the status and results of income tax audits with the relevant tax authorities; and (v)\nevaluating third party income tax documentation obtained by the Company. Professionals with specialized skill and knowledge were used to assist in the evaluation of the\ncompleteness and measurement of the Company's uncertain tax positions, including evaluating the reasonableness of management's assessment of whether tax positions are\nmore-likely-than-not of being sustained and the amount of potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.\n\n/s/ PricewaterhouseCoopers LLP\nSan Francisco, California\nFebruary 17, 2023\n\nWe have served as the Company's auditor since 2011.\n\n\n\n\n 68\n\fTable of ContentsAirbnb, Inc.\n Consolidated Balance Sheets\n (in millions, except par value)\n\n December 31,\n 2021 2022\nAssets\nCurrent assets:\n Cash and cash equivalents $ 6,067 $ 7,378\n Marketable securities 2,255 2,244\n Funds receivable and amounts held on behalf of customers 3,715 4,783\n Prepaids and other current assets (including customer receivables of $1"}, {"title": "lyft.txt", "text": "43 and $200 and allowances of $31 and $39, respectively) 349 456\n Total current assets 12,386 14,861\nProperty and equipment, net 157 121\nOperating lease right-of-use assets 272 138\nIntangible assets, net 52 34\nGoodwill 653 650\nOther assets, noncurrent 188 234Total assets $ 13,708 $ 16,038\nLiabilities and Stockholders\u2019 Equity\nCurrent liabilities:\n Accounts payable $ 118 $ 137\n Operating lease liabilities, current 63 59\n Accrued expenses and other current liabilities 1,559 1,817\n Funds payable and amounts payable to customers 3,715 4,783\n Unearned fees 904 1,182\n Total current liabilities6,359 7,978\n Long-term debt 1,983 1,987\n Operating lease liabilities, noncurrent 372 295\n Other liabilities, noncurrent 219 218\n Total liabilities 8,933 10,478\nCommitments and contingencies (Note 12)\nStockholders\u2019 equity:\n Common stock, $0.0001 par value:\n Class A - authorized 2,000 shares; 408 shares issued and outstanding as of December 31, 2022;\n Class B - authorized 710 shares; 223 shares issued and outstanding as of December 31, 2022;\n Class C - authorized 2,000 shares; zero shares of Class C co"}, {"title": "lyft.txt", "text": "mmon stock issued and outstanding as of December 31, 2022;\n Class H - authorized 26 shares; 9 shares issued and none outstanding as of December 31, 2022 \u2014 \u2014\n Additional paid-in capital 11,140 11,557\n Accumulated other comprehensive loss (7) (32)\n Accumulated deficit (6,358) (5,965)\n Total stockholders\u2019 equity 4,775 5,560\n Total liabilities and stockholders\u2019 equity $ 13,708 $ 16,038\n\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 69\n\fTable of Contents\n\n\n\n\n Airbnb, Inc.\n Consolidated Statements of Operations\n (in millions, except per share amounts)\n\n Year Ended December 31,\n 2020 2021 2022\nRevenue $ 3,378 $ 5,992 $ 8,399\nCosts and expenses:\n Cost of revenue 876 1,156 1,499\n Operations and support878 847 1,041\n Product development 2,753 1,425 1,502\n Sales and marketing 1,175 1,186 1,516\n General and administrative 1,135 836 950\n Restructuring charges 151 113 89\n Total costs and expenses 6,968 5,563 6,597\n Income (loss) from operations (3,590) 429 1,802\nInterest income"}, {"title": "lyft.txt", "text": "27 13 186\nInterest expense (172) (438) (24)\nOther income (expense), net (947) (304) 25\n Income (loss) before income taxes (4,682) (300) 1,989\nProvision for (benefit from) income taxes (97) 52 96\n Net income (loss) $ (4,585) $ (352) $ 1,893\nNet income (loss) per share attributable to Class A and Class B common stockholders:\n Basic $ (16.12) $ (0.57) $ 2.97\n Diluted $ (16.12) $ (0.57) $ 2.79\nWeighted-average shares used in computing net income (loss) per share attributable to Class A and Class B\n common stockholders:\n Basic 284 616 637\n Diluted 284 616 680\n\n\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 70\n\fTable of Contents\n\n\n\n\n Airbnb, Inc.\n Consolidated Statements of Comprehensive Income (Loss)\n (in millions)Year Ended December 31,\n 2020 2021 2022\nNet income (loss) $ (4,585) $ (352) $ 1,893\nOther comprehensive income (loss):\n Net unrealized loss on available-for-sale marketable securities, net of tax \u2014 (4) (15)\n Foreign currency translation adjustments 7 (6) (10)\n Other comprehensive income (loss) 7 (10) (25)\n Comprehensive income (loss) $ (4,578) $ (362) $"}, {"title": "lyft.txt", "text": "1,868\n\n\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 71\n\fTable of Contents\n\n\n\n\n Airbnb, Inc.\n Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\n (in millions)\n\n Redeemable\n Convertible Preferred Accumulated\n Stock Common Stock Additional Other Total\n Paid-In Comprehensive Accumulated Stockholders\u2019\n Shares Amount Shares Amount Capital Income (Loss) Deficit Equity (Deficit)\nBalances as of December 31, 2019 240 $ 3,232 264 $ \u2014*$ 617 $ (4) $ (1,421) $ (808)\nNet loss \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 (4,585) (4,585)\nOther comprehensive income \u2014 \u2014 \u2014 \u2014 \u2014 7 \u2014 7\nCapital contribution from founders \u2014 \u2014 \u2014 \u2014 15 \u2014 \u2014 15\nExercise of common stock options \u2014 \u2014 7 \u2014* 15 \u2014 \u2014 15\nIssuance of common stock in connection with initial public offering, net\n of underwriting discounts and issuance costs \u2014 \u2014 55 \u2014* 3,651 \u2014 \u2014 3,651\nIssuance of common stock upon settlement of RSUs, net of shares\n withheld for taxes \u2014 \u2014 32 \u2014* (1,650) \u2014 \u2014 (1,650)\nConversion of redeemable convertible preferred stock to common stock\n in connection with initial public offering (240) (3,232) 241 \u2014* 3,231 \u2014 \u2014 3,231\nSettlement of contingent consideration liability settled in shares \u2014 \u2014 \u2014 \u2014 22 \u2014 \u2014 22\nStock-based compensation \u2014 \u2014 \u2014 \u2014 3,003 \u2014 \u2014 3,003\nBalances as of December 31,"}, {"title": "lyft.txt", "text": "2020 \u2014 \u2014 599 \u2014* 8,904 3 (6,006) 2,901\nNet loss \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 (352) (352)\nOther comprehensive loss \u2014 \u2014 \u2014 \u2014 \u2014 (10) \u2014 (10)\nExercise of common stock options \u2014 \u2014 18 \u2014* 138 \u2014 \u2014 138\nIssuance of common stock upon settlement of RSUs, net of shares\n withheld for taxes \u2014 \u2014 16 \u2014* (44) \u2014 \u2014 (44)\nReclassification of derivative warrant liability to equity \u2014 \u2014 \u2014 \u2014 1,277 \u2014 \u20141,277\nPurchase of capped calls \u2014 \u2014 \u2014 \u2014 (100) \u2014 \u2014 (100)\nIssuance of common stock under employee stock purchase plan, net of\n shares withheld \u2014 \u2014 1 \u2014* 51 \u2014 \u2014 51\nStock-based compensation \u2014 \u2014 \u2014 \u2014 914 \u2014 \u2014 914\nBalances as of December 31, 2021 \u2014 $ \u2014 634 $ \u2014*$ 11,140 $ (7) $ (6,358) $ 4,775\n\n\n\n* Amounts round to zero and do not change rounded totals.\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 72\n\fTable of Contents"}, {"title": "lyft.txt", "text": "Airbnb, Inc.\n Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)\n (in millions)\n\n Redeemable\n Convertible Preferred Accumulated\n Stock Common Stock Additional Other Total\n Paid-In Comprehensive Accumulated Stockholders\u2019\n Shares Amount Shares Amount Capital Income (Loss) Deficit Equity (Deficit)\nBalances as of December 31, 2021 \u2014 $ \u2014 634 $\u2014*$ 11,140 $ (7) $ (6,358) $ 4,775\nNet income \u2014 \u2014 \u2014 \u2014 \u2014 \u2014 1,893 1,893\nOther comprehensive loss \u2014 \u2014 \u2014 \u2014 \u2014 (25) \u2014 (25)\nExercise of common stock options \u2014 \u2014 3 \u2014* 40 \u2014 \u2014 40\nIssuance of common stock upon settlement of RSUs, net of shares\n withheld for taxes \u2014 \u2014 8 \u2014* (612) \u2014 \u2014 (612)\nIssuance of common stock under employee stock purchase plan, net of\n shares withheld for taxes \u2014 \u2014 \u2014* \u2014* 48 \u2014 \u2014 48\nStock-based compensation\u2014 \u2014 \u2014 \u2014 941 \u2014 \u2014 941\nRepurchases of common stock \u2014 \u2014 (14) \u2014* \u2014 \u2014 (1,500) (1,500)\nBalances as of December 31, 2022 \u2014 $ \u2014 631 $ \u2014*$ 11,557 $ (32) $ (5,965) $ 5,560\n\n\n\n* Amounts round to zero and do not change rounded totals.\n\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 73\n\fTable of Contents\n\n\n\n\n Airbnb, Inc.\n Consolidated Statements of Cash Flows\n (in millions)"}, {"title": "lyft.txt", "text": "Year Ended December 31,\n 2020 2021 2022\nCash flows from operating activities:\nNet income (loss) $ (4,585) $ (352) $ 1,893\nAdjustments to reconcile net income (loss) to cash provided by (used in) operating activities:\n Depreciation and amortization 126 138 81\n Bad debt expense 108 27 49\n Stock-based compensation expense 3,003 899 930\n Deferred income taxes (20)11 (1)\n Impairment of investments 82 3 \u2014\n (Gain) loss on investments, net 31 (8) (2)\n Change in fair value of warrant liability 869 292 \u2014\n Foreign exchange (gain) loss (53) 24 62\n Impairment of long-lived assets 36 113 91\n Loss from extinguishment of debt \u2014 377 \u2014\n Other, net 5828 8\n Changes in operating assets and liabilities:\n Prepaids and other assets (4) (54) (226)\n Operating lease right-of-use assets (33) 25 41\n Accounts payable (73) 40 20\n Accrued expenses and other liabilities (79) 288 273\n Operating lease liabilities 61 (34) (69)\n Unearned fees (267) 496 280\n Net cash provided by (used in) operating activities"}, {"title": "lyft.txt", "text": "(740) 2,313 3,430\nCash flows from investing activities:\nPurchases of property and equipment (37) (25) (25)\nPurchases of marketable securities (3,033) (4,938) (4,072)\nSales of marketable securities 1,348 1,584 909\nMaturities of marketable securities 1,810 2,027 3,162\nOther investing activities, net (8) \u2014 (2)\n Net cash provided by (used in) investing activities 80 (1,352) (28)The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 74\n\fTable of Contents\n\n\n\n\n Airbnb, Inc.\n Consolidated Statements of Cash Flows\n (in millions)\n\n Year Ended December 31,\n 2020 2021 2022\nCash flows from financing activities:\nProceeds from issuance of common stock upon initial public offering, net of underwriting discounts\n and offering costs $ 3,651 $ \u2014 $ \u2014\nTaxes paid related to net share settlement of equity awards(1,527) (177) (607)\nProceeds from exercise of stock options 15 138 40\nProceeds from the issuance of common stock under employee stock purchase plan \u2014 51 48\nRepurchases of common stock \u2014 \u2014 (1,500)\nPrincipal repayment of long-term debt (5) (1,995) \u2014\nPrepayment penalty on long-term debt \u2014 (213) \u2014\nProceeds from issuance of long-term debt and warrants, net of issuance costs 1,929 \u2014 \u2014\nProceeds from issuance of convertible senior notes, net of issuance costs"}, {"title": "lyft.txt", "text": "\u2014 1,979 \u2014\nPurchases of capped calls related to convertible senior notes \u2014 (100) \u2014\nChange in funds payable and amounts payable to customers (1,024) 1,625 1,330\nOther financing activities, net 12 \u2014 \u2014\n Net cash provided by (used in) financing activities 3,051 1,308 (689)\nEffect of exchange rate changes on cash, cash equivalents, and restricted cash 134 (210) (337)\n Net increase in cash, cash equivalents, and restricted cash 2,525 2,059 2,376\nCash, cash equivalents, and restricted cash, beginning of year 5,143 7,668 9,727\nCash, cash equivalents, and restricted cash, end of year $ 7,668 $ 9,727 $ 12,103\nSupplemental disclosures of cash flow information:\nCash paid for income taxes, net of refunds $ 15 $ 17 $ 68\nCash paid for interest $ 130 $ 50 $ 8\n\n\n The accompanying notes are an integral part of these consolidated financial statements.\n\n\n\n\n 75\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\n\n\nNote 1. Description of Business\n\nAirbnb, Inc. (the \u201cCompany\u201d or \u201cAirbnb\u201d) was incorporated in Delaware in June 2008 and is headquartered in San Francisco, California. The Com"}, {"title": "lyft.txt", "text": "pany operates a global platform for\nunique stays and experiences. The Company\u2019s marketplace model connects Hosts and guests (collectively referred to as \u201ccustomers\u201d) online or through mobile devices to book\nspaces and experiences around the world.\n\nNote 2. Summary of Significant Accounting Policies\n\nBasis of Presentation\n\nThe accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (\u201cU.S. GAAP\u201d)\nand include accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has\nchanged its presentation from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts.\n\nStock Split\n\nOn 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\nretroactively adjusted to reflect the stock split for all periods presented.\n\nInitial Public Offering\n\nThe Company\u2019s registration statement on Form S-1 (the \u201cIPO Registration Statement\u201d) related to its initial public offering (\u201cIPO\u201d) was declared effective on December 9, 2020 and the\nCompany\u2019s 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\nCompany 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\nClass A common stock at a price to the public of $68.00 per share pursuant to the exercise of the underwriters\u2019 option to purchase additional shares. The Company received\naggregate net proceeds of $3.7 billion after deducting underwriting discounts and commissions of $79.3 million and offering expenses of $9.8 million.\n\nUpon completing the IPO, all outstanding shares of the Company\u2019s redeemable convertible preferred stock, of which 239.6 million shares were outstanding prior to the IPO,\nconverted into an aggregate of 240.9 million shares of the Company\u2019s Class B common stock, including 1.3 million shares of common stock issuable pursuant to the anti-dilution\nadjustment provisions relating to the Company\u2019s Series C redeemable convertible preferred st"}, {"title": "lyft.txt", "text": "ock.\n\nUpon the Company\u2019s IPO, the Company recognized $2.8 billion of stock-based compensation expense for awards with a liquidity-event performance-based vesting condition\nsatisfied 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\n24.2 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.\n\nUnder the Company\u2019s restated certificate of incorporation, which became effective immediately prior to the completion of the IPO, the Company is authorized to issue 4.7 billion\nshares of common stock, including 2.0 billion shares of Class A common stock, 710.0 million shares of Class B common stock, 2.0 billion shares of Class C common stock and 26.0\nmillion 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\nClass H common stock, of which Class A and Class B had shares outstanding as of December 31, 2020. In November 2020, 9.2 million shares of Class H common stock were\nissuedto the Company\u2019s wholly-owned Host Endowment Fund subsidiary and held as treasury stock.\n\nPrinciples of Consolidation\n\nThe accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and variable interest entities (\u201cVIE\u201d) in which the\nCompany is the primary beneficiary in accordance with consolidation accounting guidance. All intercompany transactions have been eliminated in consolidation.\n\nThe 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\nVIE. 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\nthe 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\neither 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\ndetermination of whether th"}, {"title": "lyft.txt", "text": "e 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\nCompany accounts for the investment or other variable interest in a VIE in accordance with applicable U.S. GAAP. As of December 31, 2021 and 2022, the Company\u2019s consolidated\nVIEs were not material to the consolidated financial statements.\n\nUse of Estimates\n\nThe preparation of the Company\u2019s consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the\namounts reported in the financial statements and accompanying notes. The Company regularly evaluates its estimates, including those related to bad debt reserves, fair value of\ninvestments, useful lives of long-lived assets and\n\n\n\n\n 76\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nintangible assets, valuation of goodwill and intangible assets from acquisitions, contingent liabilities, insurance reserves, revenue recognition, valuation of common stock, stock-\nbased compensation, and income and non-income taxes, among others. Actual results could differ materially from these estimates.\n\nAs the impact of the coronavirus disease (\u201cCOVID-19\u201d) pandemic and the challenging macroeconomic conditions, including inflation and rising interest rates, and potential\ndecreased consumer spending, continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require\nincreased judgment. These estimates and assumptions may change in future periods and will be recognized in the consolidated financial statements as new events occur and\nadditional information becomes known. To the extent the Company\u2019s actual results differ materially from those estimates and assumptions, the Company\u2019s future consolidated\nfinancial statements could be affected.\n\nSegment Information\n\nOperating 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\n(\u201cCODM\u201d) in making decisions regard"}, {"title": "lyft.txt", "text": "ing resource allocation and performance assessment. The Company\u2019s CODM is its Chief Executive Officer. The Company has determined it\nhas one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating\nfinancial performance.\n\nCash and Cash Equivalents\n\nCash 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.\n\nMarketable Securities\n\nThe Company considers all highly-liquid investments with original maturities of greater than 90 days to be marketable securities. The Company determines the appropriate\nclassification of its investments in marketable securities at the time of purchase. As the Company views these investments as available to support current operations, it accounts for\nthese 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\nsale of equity and debt securities on a specific identification method.\n\nUnrealized gains and non-credit related losses onavailable-for-sale debt securities are reported as a component of accumulated other comprehensive income (loss) in stockholders\u2019\nequity (deficit). Realized gains and losses and impairments are reported within other income (expense), net in the consolidated statements of operations. The assessment for\nimpairment takes into account the severity and duration of the decline in value, adverse changes in the market or industry of the investee, the Company\u2019s intent to sell the security,\nand whether it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis.\n\nThe Company\u2019s 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\nincome (expense), net in the consolidated statements of operations.\n\nThe 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\nor 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 do"}, {"title": "lyft.txt", "text": "es not have the intention to sell the\nsecurity 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\nunrealized 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\ncorresponding charge in the consolidated statements of operations. The allowance is measured as the amount by which the debt security\u2019s amortized cost basis exceeds the\nCompany\u2019s 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\ncomprehensive income (loss). Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in\nthe allowance for credit loss.\n\nNon-Marketable Investments\n\nNon-marketable investments consist of debt and equity investments in privately-held companies, which are classified as other assets, noncurrent on the consolidated balance\nsheets. The Company classifies its non-marketable investmentsthat meet the definition of a debt security as available-for-sale. The accounting policy for debt securities classified as\navailable-for-sale is described above. The Company\u2019s non-marketable equity investments are accounted for using either the equity method of accounting or as equity investments\nwithout readily determinable fair values under the measurement alternative.\n\nThe 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\naccounted for using the equity method, the Company\u2019s proportionate share of its equity interest in the net income (loss) and other comprehensive income (loss) of these companies\nis 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\nCompany\u2019s interest in the investee\u2019s net income or loss and any impairments and is classified in other assets, noncurrent on the consolidated balance sheets.\n\nEquity investments for which the Company is not able to exercise significant influence over the investee and for which fair v"}, {"title": "lyft.txt", "text": "alue is not readily determinable are accounted for using\nthe measurement alternative. Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes obtained from orderly\ntransactions for identical or similar investments issued by the same investee. This election is reassessed each reporting period to determine whether non-marketable equity\nsecurities have a readily\n\n\n\n\n 77\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\ndeterminable 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\nin the consolidated statements of operations.\n\nThe 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\ncarrying value may not be fully recoverable. Impairment indicators might include negative changes in industry and market conditions, financial performance, business prospects, and\nother relevant events and factors. Upon determining that an impairment exists, the Company recognizes as an impairment in other income (expense), net in the consolidated\nstatements of operations the amount by which the carrying value exceeds the fair value of the investment.\n\nFair Value of Financial Instruments\n\nThe 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\non fair value measurements establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial\ninstruments 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\nvalue. 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\nused in measuring fair value.\n\nFinancial i"}, {"title": "lyft.txt", "text": "nstruments 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:\n\nLevel 1: Observable inputs such as quoted prices in active markets.\n\nLevel 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.\n\nLevel 3: Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities.\n\nThe carrying amount of the Company\u2019s financial instruments, including cash equivalents, funds receivable and amounts held on behalf of customers, accounts payable, accrued\nliabilities, funds payable and amounts payable to customers, and unearned fees approximate their respective fair values because of their short maturities.\n\nLevel 2 Valuation Techniques\n\nFinancial instruments classified as Level 2 within the Company\u2019s fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants\nprovided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may\ninclude both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in\nsuch investments, quotations from dealers, pricing matrices and market transactions in comparable investments, and various relationships between investments. The Company\u2019s\nforeign 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\nyield curves and currency rates.\n\nLevel 3 Valuation Techniques\n\nFinancial instruments classified as Level 3 within the Company\u2019s fair value hierarchy consist primarily of a derivative warrant liability relating to the warrants issued in conjunction\nwith the second lien loan discussed in Note 9, Debt. Valuation techniques for the derivative warrant liability include the Black-Scholes option-pricing model with key assumptions\nsuch as stock price volatility, expected term, and risk-free interest rates.\n\nInternal-Use Software\n\nThe Company capitalizes certain costs in connection with obtaining"}, {"title": "lyft.txt", "text": "or developing software for internal use. Amortization of such costs begins when the project is substantially\ncomplete and ready for its intended use. Capitalized software development costs are classified as\n\n\n\n\n 78\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nproperty 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.\n\nProperty and Equipment\n\nProperty and equipment are stated at cost, less accumulated depreciation and amortization.\n\nDepreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives indicated below:\n\nAsset Category Period\nComputer equipment5 years\nComputer software and capitalized internal-use software 1.5 to 3 years\nOffice furniture and equipment 5 years\nBuildings 25 to 40 years\nLeasehold improvements Lesser of estimated useful life or remaining lease term\n\n\nCosts 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\ndepreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statements of operations.\n\nLeases\n\nThe Company determines whether an arrangement is or contains a lease at inception. Operating lease right-of-use (\u201cROU\u201d) assets and liabilities are recognized at commencement\ndate 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\nassets represent the Company\u2019s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct\ncosts, lease incentives, and impairment of operating lease assets. As most of the Company\u2019s leases do not provide an implicit rate, the Company uses its incremental borrowing rate\nbased 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\ncontain lease and non-lease components, which are accounted for as a single lease component.\n\nThe Company\u2019s 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.\nAdditionally, tenant incentives, primarily used to fund leasehold improvements, are recognized when earned and reduce the Company\u2019s right-of-use asset related to the lease. These\nare amortized through the right-of-us"}, {"title": "lyft.txt", "text": "e asset as reductions of expense over the lease term.\n\nThe Company\u2019s lease agreements may contain variable costs such as common area maintenance, operating expenses, or other costs. Variable lease costs are expensed as\nincurred on the consolidated statements of operations. The Company\u2019s lease agreements generally do not contain any residual value guarantees or restrictive covenants.\n\nFor 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\nConsolidated Balance Sheets and instead recognize rent payments on a straight-line basis over the lease term within operating expense on its Consolidated Statements of\nOperations.\n\nGoodwill\n\nGoodwill 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\ngoodwill for impairment at least annually in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company uses a two-\nstep process to assess the realizability of goodwill. The first step, Step 0, is a qualitative assessment that analyzes current economic indicators associated with a particular reporting\nunit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to\ndetermine if there would be a significant decline to the fair value of a reporting unit. A qualitative assessment also includes analyzing the excess fair value of a reporting unit over its\ncarrying value from impairment assessments performed in previous years. If the qualitative assessment indicates a stable or improved fair value, no further testing is required.\n\nIf a qualitative assessment indicates that a significant decline to fair value of a reporting unit is more likely than not, or if a reporting unit\u2019s fair value has historically been closer to its\ncarrying value, the Company will proceed to Step 1 testing where the Company calculates the fair value of a reporting unit. If Step 1 indicates that the carrying value of a reporting\nunit is in excess of its fair value, the Company will record an impairment equal to the amount by which a reporting unit\u2019s carrying value exceeds its fair value."}, {"title": "lyft.txt", "text": "79\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\n\nThere were no impairment charges in any of the periods presented in the consolidated financial statements.\n\nIntangible Assets\n\nIntangible assets are amortized on a straight-line basis over the estimated useful lives ranging from one to ten years. The Company reviews intangible assets for impairment under\nthe long-lived asset model described below. There were no impairment charges in any of the periods presented in the consolidated financial statements.\n\nImpairment of Long-Lived Assets\n\nLong-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\nnot 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\ndisposition. If the carrying value of the long-lived assetis not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds\nits fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as\nnecessary.\n\nAny impairments to ROU assets, leasehold improvements, or other assets as a result of a sublease, abandonment, or other similar factor are recorded as an operating expense.\nSimilar 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\nassets. 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\nasset. 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\nrestructuring charges in the consolidated statement of operations. For the year ended December 31, 2022, the Company recorded $91.4 million of long-lived asset impairment, of\nwhich"}, {"title": "lyft.txt", "text": "$88.9 million was recorded within restructuring charges and the remainder within general and administrative, in the consolidated statements of operations.\n\nRevenue Recognition\n\nThe Company generates substantially all of its revenue from facilitating guest stays at accommodations offered by Hosts on the Company\u2019s platform.\n\nThe Company considers both Hosts and guests to be its customers. The customers agree to the Company\u2019s Terms of Service (\u201cToS\u201d) to use the Company\u2019s platform. Upon\nconfirmation 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\nas Host fees and guest fees (collectively \u201cservice fees\u201d). The Company charges service fees in exchange for certain activities, including the use of the Company\u2019s platform, customer\nsupport, and payment processing activities. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company\u2019s single\nperformance obligation is to facilitate a stay, which occurs upon the completion of a check-in event (a \u201ccheck-in\u201d). The Company recognizes revenue upon check-in as its\nperformance obligation is satisfied upon check-in and the Company has the right to receive payment for the fulfillment of the performance obligation.\n\nThe 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\nbehalf of the Host and the applicable guest fees owed to the Company using the guest\u2019s pre-authorized payment method. After check-in, the Company disburses the booking value\nto the Host, less the fees due from the Host to the Company. The Company\u2019s ToS stipulates that a Host may cancel a confirmed booking at any time up to check-in. Therefore, the\nCompany 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\nenforceable contract for accounting purposes is not established until check-in, there were no partially satisfied or unsatisfied performance obligations as of December 31, 2021 and\n2022. 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\nr"}, {"title": "lyft.txt", "text": "efund in the event of a cancellation.\n\nGuest 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\ncancelable 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\nHost and guest, and the contracts are not enforceable until check-in for the initial month as well as subsequent monthly extensions. The Company\u2019s performance obligation for long-\nterm 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\nsubsequent months upon each month\u2019s anniversary from initial check-in date.\n\nThe 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\nevaluation, 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\nCompany 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\ndiscretion 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.\nAccordingly, 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\nstay.\n\nThe 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\nperiod 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.\n\n\n\n\n 80\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated"}, {"title": "lyft.txt", "text": "Financial Statements\n\nThe 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\ntransactions. Accordingly, such amounts are not included as a component of revenue or cost of revenue.\n\nPayments to Customers\n\nThe Company makes payments to customers as part of its referral programs and marketing promotions, collectively referred to as the Company\u2019s incentive programs, and refund\nactivities. The payments are generally in the form of coupon credits to be applied toward future bookings or as cash refunds.\n\nIncentive Programs\n\nThe Company encourages the use of its platform and attracts new customers through its incentive programs. Under the Company\u2019s referral program, the referring party (the\n\u201creferrer\u201d) earns a coupon when the new guest or Host (the \u201creferee\u201d) completes their first stay on the Company\u2019s platform. Incentives earned by customers for referring new\ncustomers 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\nis 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-\nparty 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\namounts paid to vendors for similar services. Customer referral coupon credits generally expire within one year from issuance and the Company estimates the redemption rates\nusing its historical experience. As of December 31, 2021 and 2022, the referral coupon liability was not material.\n\nThrough marketing promotions, the Company issues customer coupon credits to encourage the use of its platform. After a customer redeems such incentives, the Company records\na 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\nincentive payment.\n\nRefunds\n\nIn 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\nno legal obligation to issue such ref"}, {"title": "lyft.txt", "text": "unds to Hosts or guests on behalf of its customers. The Company accounts for refunds, net of any recoveries, as variable consideration, which\nresults 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\nknown facts and circumstances and historical experience. The estimate for variable consideration was not material as of December 31, 2021 and 2022.\nThe 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\nthe cumulative revenue earned since inception of the customer relationships. Any cumulative payments in excess of cumulative revenue are presented within operations and support\nor sales and marketing on the consolidated statements of operations based on the nature of the payments made to customers.\n\nFunds Receivable and Funds Payable\n\nFunds 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,\nwhich 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\nsame amount is recorded to funds payable and amounts payable to customers.\n\nThe 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\namounts 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\nbookings, 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 \u201cPay Less\nUpfront Program\u201d). Under the Pay Less Upfront Program, when the Company receives the first installment payment from the guest upon confirmation of the booking, the Company\nrecords 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\ncustomers, 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 th"}, {"title": "lyft.txt", "text": "e first installment\npayment 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\namounts 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.\n\nFollowing check-in, the Company remits funds due to Hosts and recognizes unearned fees as revenue as its performance obligation is satisfied.\n\nBad Debt\n\nThe 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\nHost 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\npayments 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\nconsolidated 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\nbalances deemed to be uncollectible based on factors including known facts and circumstances, historical experience, reasonable and supportable forecasts of economic conditions,\nand the age of the uncollected\n\n\n\n\n 81\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nbalances. The Company writes off the asset when it is determined to be uncollectible. Bad debt expense was $107.7 million, $27.3 million, and $49.0 million for the years ended\nDecember 31, 2020, 2021, and 2022, respectively.\n\nCost of Revenue\n\nCost of revenue primarily consists of payment processing charges, including merchant fees and chargebacks, costs associated with third-party data centers used to host the\nCompany\u2019s platform, and amortization of internally developed software and acquired technology.\n\nOperations and Support\n\nOperations and support costs primarily consist of personnel-related expenses and third-party service provider fees associated wit"}, {"title": "lyft.txt", "text": "h customer support provided via phone, email, and\nchat to Hosts and guests, customer relations costs, which include refunds and credits related to customer satisfaction and expenses associated with the Company\u2019s Host protection\nprograms, and allocated costs for facilities and information technology. These costs are expensed as incurred.\n\nProduct Development\n\nProduct development costs primarily consist of personnel-related expenses and third-party service provider fees incurred in connection with the development of the Company\u2019s\nplatform 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.\n\nSales and Marketing\n\nSales and marketing costs primarily consist of performance and brand marketing, personnel-related expenses, including those related to field operations, portions of referral\nincentives and coupons, policy and communications, and allocated costs for facilities and information technology. These costs are expensed as incurred. Advertising expenses were\n$176.0 million, $542.1 million, and $786.1 million for the years ended December 31, 2020, 2021, and 2022, respectively.\n\nGeneral and Administrative\n\nGeneral and administrative costs primarily consist of personnel-related expenses for executive management and administrative functions, including finance and accounting, legal,\nand human resources, as well as general corporate and director and officer insurance. General and administrative costs also include certain professional services fees, allocated\ncosts 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\nsuch taxes, and bad debt expense. These costs are expensed as incurred.\n\nRestructuring Charges\n\nCosts and liabilities associated with management-approved restructuring activities are recognized when they are incurred. One-time employee termination costs are recognized at\nthe 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\ntermination 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\noperating"}, {"title": "lyft.txt", "text": "expense within the consolidated statements of operations and related liabilities are recorded within accrued expenses and other liabilities on the consolidated balance\nsheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information.\n\nIncome Taxes\n\nIncome 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\nbetween 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\nand 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\nrates on deferred tax assets and liabilities is recognized in the period that includes the enactment date.\n\nA 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. In determining the need for\na valuation allowance, the Company weighs bothpositive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that its\ndeferred tax assets are recoverable. The Company regularly assesses all available evidence, including cumulative historic losses, forecasted earnings, if carryback is permitted\nunder the law, carryforward periods, and prudent and feasible tax planning strategies.\n\nThe 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\nsolely 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%\nlikely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized\nwould occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained.\n\nForeign Currency"}, {"title": "lyft.txt", "text": "82\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nThe Company\u2019s reporting currency is the U.S. dollar. The Company determines the functional currency for each of its foreign subsidiaries by reviewing their operations and\ncurrencies 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\nthe 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\nrecorded in accumulated other comprehensive income (loss) as a component of stockholders\u2019 equity (deficit). No material amounts were reclassified from accumulated other\ncomprehensive income (loss) for the years ended December 31, 2020, 2021, and 2022.\n\nRemeasurement gains and losses are included in other income (expense), net in the consolidated statements of operations. Monetary assets and liabilities are remeasured at the\nexchangerate on the balance sheet date and nonmonetary assets and liabilities are measured at historical exchange rates. As of December 31, 2021, and 2022, the Company had\na cumulative translation gain of $2.8 million and $12.9 million, respectively. Total net realized and unrealized gains (losses) on foreign currency transactions and balances totaled\n$31.5 million, $(5.1) million, and $29.5 million for the years ended December 31, 2020, 2021, and 2022, respectively.\n\nDerivative Instruments\n\nThe 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\nits transactional balances denominated in currencies other than the functional currency. The Company does not use derivatives for trading or speculative purposes. Derivative\ninstruments 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\ndesignated as hedging instruments for accounting purposes are recognized in other income (expense), net in the consolidated statements of operations in the period that the\nchanges oc"}, {"title": "lyft.txt", "text": "cur.\n\nShare Repurchase\n\nShare repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, or accelerated share\nrepurchase transactions, or by any combination of such methods. Share repurchases are recorded at settlement date. When shares are retired, the value of repurchased shares is\ndeducted from stockholders\u2019 equity through capital with the excess over par value recorded to accumulated deficit.\n\nStock-Based Compensation\n\nStock-based compensation expense primarily relates to restricted stock units (\u201cRSUs\u201d), restricted stock awards (\u201cRSAs\u201d), stock options, and the Employee Stock Purchase Plan\n(\u201cESPP\u201d). RSUs and RSAs 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\nvalue of stock options and ESPP shares are 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\ngrant. The Company estimates the expected term of stock options granted based on the simplified method and estimates the volatility of its common stock on thedate of grant\nbased 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\nweighted-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\nexercises. The contractual term of the Company\u2019s stock options is ten years. The Company accounts for forfeitures as they occur. The benefits of tax deductions in excess of\nrecognized compensation costs are recognized in the income statement as a discrete item when an option exercise or a vesting and release of shares occurs.\n\nPrior to the Company\u2019s IPO, the absence of an active market for the Company\u2019s common stock required the Company\u2019s board of directors, which includes members who possess\nextensive business, finance, and venture capital experience, to determine the fair value of its common stock for purposes of granting stock options and RSUs. The Company\nobtained contemporaneous third-party valuations to assist the board of directors in determining the fair value of the Company\u2019s common stock. All stock options granted w"}, {"title": "lyft.txt", "text": "ere\nexercisable at a price per share not less than the fair value of the shares of the Company\u2019s common stock as determined by the board of directors (the \u201cFair Value\u201d) underlying those\nstock options on their respective grant dates. Historically, substantially all of the Company\u2019s RSUs vested upon the satisfaction of both a service-based vesting condition and\nliquidity-event performance-based vesting condition. The liquidity-event performance-based vesting condition for RSUs was satisfied upon the effectiveness of the Company\u2019s IPO\nRegistration Statement on December 9, 2020. Upon the Company\u2019s IPO in December 2020, the Company recorded a cumulative one-time stock-based compensation expense of\n$2.8 billion, determined using the grant-date fair values. The remaining unrecognized stock-based compensation expense related to these RSUs is recorded over their remaining\nrequisite service periods.\n\nNet Income (Loss) Per Share Attributable to Common Stockholders\n\nThe Company applies the two-class method when computing net income (loss) per share attributable to common stockholders when shares are issued that meet the definition of a\nparticipating 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\naccumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common stockholders for the period to be allocated between\ncommon stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. The Company\u2019s previously\noutstanding redeemable convertible preferred stock was a participating security as the holders of such shares participated in dividends but did not contractually participate in the\nCompany\u2019s losses.\n\nBasic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period, less\nweighted-average shares subject to repurchase. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period.\nFor periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable"}, {"title": "lyft.txt", "text": "to common\nstockholders, because potentially dilutive common shares are anti-dilutive.\n\n\n\n\n 83\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nComprehensive Income (Loss)\n\nComprehensive income (loss) consists of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) reflects gains and losses that are recorded\nas a component of stockholders\u2019 equity and are excluded from net loss. Other comprehensive income (loss) consists of foreign currency translation adjustments related to\nconsolidation of foreign entities and unrealized gains (losses) on securities classified as available-for-sale.\n\nContingencies\n\nThe 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\nlosses are probable and can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change.\n\nRecently Adopted Accounting Standards\n\nIn May 2021, the Financial Accounting Standards Board (\u201cFASB\u201d) issued Accounting Standards Update (\u201cASU\u201d) 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and\nExtinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40), which clarifies\nexisting 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\nstandard is effective for public entities in fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the standard\nduring the first quarter of 2022, which did not have an impact on the Company's consolidated financial statements.\n\nRecently Issued Accounting Standards Not Yet Adopted\n\nIn March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of\nfinancial assets. The standard is effective for public entities in fisca"}, {"title": "lyft.txt", "text": "l years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is\npermitted on any date on or after the issuance of ASU 2017-12. The Company does not expect the adoption of the new guidance will have a material impact on the Company\u2019s\nconsolidated financial statements.\n\nIn June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which\nclarifies the guidance of equity securities that are subject to a contractual sale restriction as well as includes specific disclosure requirements for such equity securities. The standard\nis effective for public entities in fiscal years beginning\nafter December 15, 2023, including interim periods within those fiscal years and will be applied prospectively. The Company does not expect the adoption of the new guidance will\nhave a material impact on the Company\u2019s consolidated financial statements.\n\nThere are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these\naccounting pronouncements have had, orwill have, a material impact on its consolidated financial statements or disclosures.\n\nPrior Period Reclassifications\n\nCertain immaterial amounts in prior periods have been reclassified to conform with current period presentation.\n\nRevision of Previously Issued Financial Statements\n\nThe consolidated statements of cash flows for years ended December 31, 2020, and 2021 has been revised to correct for errors identified by management during the preparation of\nthe financial statements for the three months ended March 31, 2022. The errors overstated cash flows from operating activities by $111.0 million and understated the cash flows from\nfinancing activities by $111.0 million for the year ended December 31, 2020, and understated cash flows from operating activities by $123.0 million and overstated the cash flows\nfrom financing activities by $123.0 million for the year ended December 31, 2021. Management has determined that these errors did not result in the previously issued financial\nstatements being materially misstated. These errors primarily related to the timing of tax payments from the net settlement of equity awards at the initial public offering in December\n2020. In particular,"}, {"title": "lyft.txt", "text": "in 2020, the Company reported $1.7 billion of cash used in financing activities to cover taxes paid related to the net share settlement of its equity awards that\nvested upon the initial public offering. However, approximately $123.0 million of this amount was actually remitted to taxing authorities in foreign jurisdictions during 2021. This had\nno impact on the Company\u2019s consolidated financial statements outside of the presentation in the consolidated statements of cash flow and did not affect the consolidated balance\nsheets, consolidated statements of operations, or consolidated statements of stockholders\u2019 equity.\n\n\n\n\n 84\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\n\n\nNote 3. Supplemental Financial Statement Information\n\nCash, Cash Equivalents, and Restricted Cash\n\nThe following table reconciles cash, cash equivalents, and restricted cash reported on the Company\u2019s consolidated balance sheets to the total amount presented in the consolidated\nstatements of cash flows (in millions):\n December 31,\n 2021 2022\nCash and cash equivalents $ 6,067 $ 7,378\nCash and cash equivalents included in funds receivable and amounts held on behalf of customers 3,645 4,708\nRestricted cash included in prepaids and other current assets 15 17\n Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 9,727 $ 12,103\n\n\nAccrued Expenses and Other Current Liabilities\n\nAccrued expenses and other current l"}, {"title": "lyft.txt", "text": "iabilities consisted of the following (in millions):\n\n December 31,\n 2021 2022\nIndirect taxes payable $ 310 $ 418\nCompensation and employee benefits 416 380\nIndirect tax reserves 183 206\nGift card liability 98 141\nOther552 672\n Total accrued expenses and other current liabilities $ 1,559 $ 1,817\n\n\nPayments to Customers\n\nThe Company makes payments to customers as part of its incentive programs (composed of referral programs and marketing promotions) and refund activities. The payments are\ngenerally in the form of coupon credits to be applied toward future bookings or as cash refunds.\n\nThe following table summarizes total payments made to customers (in millions):\n\n\n Year Ended December 31,\n 2020 2021 2022\nReductions to revenue $ 384 $ 156 $ 284\nCharges to operations and support83 69 88\nCharges to sales and marketing expense 57 47 60\n Total payments made to customers $ 524 $ 272 $ 432\n\n\n\n\n 85\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nNote 4. Investments\n\nDebt Securities\n\nThe following tables summarize the amortized cost, gross unrealized gains and losses, and fair value of the Company\u2019s available-for-sale debt securities aggregated by investment\ncategory (in millions):\n\n December 31, 2021 Classification as of December 31, 20"}, {"title": "lyft.txt", "text": "21\n Gross Gross Total Cash and Other\n Amortized Unrealized Unrealized Estimated Cash Marketable Assets,\n Cost Gains Losses Fair Value Equivalents Securities Noncurrent\nCertificates of deposit $ 395 $ \u2014 $ \u2014 $ 395 $ 31 $ 364 $ \u2014\nGovernment bonds(1) 1 \u2014 \u2014 1 \u2014 1 \u2014\nCommercial paper 1,157 \u2014 \u2014 1,157 164 993 \u2014\nCorporate debt securities 918 \u2014 (3)915 42 863 10\nMortgage-backed and asset-backed\n securities 34 \u2014 \u2014 34 \u2014 34 \u2014\n Total $ 2,505 $ \u2014 $ (3) $ 2,502 $ 237 $ 2,255 $ 10\n\n\n(1) Includes U.S. government and government agency debt securities\n\n\n\n December 31, 2022 Classification as of December 31, 2022\n Gross Gross Total Cash and Other\n Amortized Unrealized Unrealized Estimated Cash Marketable Assets,\n Cost Gains Losses Fair ValueEquivalents Securities Noncurrent\nCertificates of deposit $ 599 $ \u2014 $ \u2014 $ 599 $ 26 $ 573 $ \u2014\nGovernment bonds(1) 115 \u2014 \u2014 115 32 83 \u2014\nCommercial paper 901 \u2014 \u2014 901 327 574 \u2014\nCorporate debt securities 1,046 1 (16) 1,031 68 959 4\nMortgage-backed and asset-backed\n securities 37 \u2014 (3) 34 \u2014 34 \u2014\n Total $ 2,698 $ 1 $ (19) $ 2,680 $ 453 $ 2,223 $"}, {"title": "lyft.txt", "text": "4\n\n\n(1) Includes U.S. government and government agency debt securities\n\nAs of December 31, 2021 and 2022, the Company did not have any available-for-sale debt securities for which the Company has recorded credit related losses.\n\nUnrealized gains and losses, net of tax, before reclassifications from accumulated other comprehensive income (loss) to other income (expense), net were not material for the years\nended December 31, 2020, 2021, and 2022. Realized gains and losses reclassified from accumulated other comprehensive income (loss) to other income (expense), net were not\nmaterial for the years ended December 31, 2020, 2021, and 2022.\n\nDebt securities in an unrealized loss position had an estimated fair value of $801.5 million and $748.3 million, and unrealized losses of $3.5 million and $19.4 million as of\nDecember 31, 2021 and 2022, respectively. An immaterial amount of these securities were in a continuous unrealized loss position for more than twelve months as of December 31,\n2021 and $92.3 million of these securities, with unrealized losses of $12.9 million, were in a continuous loss position for more than twelve months as of December 31, 2022.\n\nThe following table summarizes the contractual maturities of the Company\u2019s available-for-sale debt securities (in millions):\n\n December 31, 2022\n Amortized Estimated\n Cost Fair Value\nDue within one year $ 2,238 $ 2,236\nDue in one year to five years 435 422\nDue within five to ten years 22 19\nDue be"}, {"title": "lyft.txt", "text": "yond ten years 3 3\n Total $ 2,698 $ 2,680\n\n\n\n\n 86\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nEquity Investments\n\nGains and Losses on Marketable Equity Investments\n\nNet unrealized gain (loss) on marketable equity investments was $21.7 million for the year ended December 31, 2020 and immaterial for the years ended December 31, 2021 and\n2022. During the year ended December 31, 2021, the marketable equity investments were sold and the Company realized a net loss of $13.4 million. The realized and unrealized\ngains and losses on marketable equity investments were recorded in other income (expense), net onthe consolidated statements of operations.\n\nEquity Investments Without Readily Determinable Fair Values\n\nThe 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\ncontrolling interest or significant influence. These investments had net carrying value of $75.0 million as of both December 31, 2021 and 2022, and are classified within other assets\non the consolidated balance sheets. As of December 31, 2021 and 2022 there were no upward or downward adjustments for observable price changes. The Company recorded\nimpairment charges of $53.1 million and $3.1 million, for the years ended December 31, 2020 and 2021, respectively, and did not record any impairment charges during the year\nended December 31, 2022. As of December 31, 2021 and 2022, the cumulative downward adjustments for observable price changes and impairment were $56.2 million.\n\nInvestments Accounted for Under the Equity Method\n\nAs of December 31, 2021 and 2022, the carrying values of the Company\u2019s equity method investments were $17.4 million and $13.8 million, respectively. For the years ended\nDecember 31, 2020, 2"}, {"title": "lyft.txt", "text": "021, and 2022, the Company recorded losses of $8.2 million, $3.5 million, and $5.4 million, respectively, within other income (expense), net in the consolidated\nstatements of operations, representing its proportionate share of net income or loss based on the investee\u2019s financial results. Also, during the year ended December 31, 2020, the\nCompany recorded impairment charges of $29.0 million related to the carrying value of equity method investments within other income (expense), net. There were no impairment\ncharges for the years ended December 31, 2021 and 2022.\n\nNote 5. Fair Value Measurements and Financial Instruments\n\nThe following table summarizes the Company\u2019s financial assets and liabilities measured at fair value on a recurring basis (in millions):\n\n December 31, 2021\n Level 1 Level 2 Level 3 Total\nAssets\nCash equivalents:\n Money market funds$ 1,923 $ \u2014 $ \u2014 $ 1,923\n Certificates of deposit 31 \u2014 \u2014 31\n Commercial paper \u2014 164 \u2014 164\n Corporate debt securities \u2014 42 \u2014 42\n 1,954 206 \u2014 2,160\nMarketable securities:\n Certificates of deposit 364 \u2014 \u2014 364\n Government bonds(1) \u2014 1 \u2014"}, {"title": "lyft.txt", "text": "1\n Commercial paper \u2014 993 \u2014 993\n Corporate debt securities \u2014 863 \u2014 863\n Mortgage-backed and asset-backed securities \u2014 34 \u2014 34\n 364 1,891 \u2014 2,255\nFunds receivable and amounts held on behalf of customers:\n Money market funds 466 \u2014 \u2014 466\nPrepaids and other current assets:\n Foreign exchange derivative assets \u2014 26 \u2014 26Other assets, noncurrent:\n Corporate debt securities \u2014 \u2014 10 10\nTotal assets at fair value $ 2,784 $ 2,123 $ 10 $ 4,917\n\nLiabilities\nAccrued expenses and other current liabilities:\n Foreign exchange derivative liabilities $ \u2014 $ 10 $ \u2014 $ 10\nTotal liabilities at fair value $ \u2014 $ 10 $ \u2014 $ 10\n\n\n(1) Includes U.S. government and government agency debt securities\n\n\n\n\n 87\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\n December 31, 2022\n Level 1 Level 2 Level 3 Total\nAssets\nCash equivalents:\n Money market funds $ 2,326 $ \u2014 $ \u2014 $ 2,326\n Certificates of deposit 26 \u2014 \u2014 26\n Government bonds(1) \u2014 32 \u2014 32\n Commercial paper \u2014 327 \u2014 327\n Corporate debt securities"}, {"title": "lyft.txt", "text": "\u2014 68 \u2014 68\n 2,352 427 \u2014 2,779\nMarketable securities:\n Certificates of deposit 573 \u2014 \u2014 573\n Government bonds(1) \u2014 83 \u2014 83\n Commercial paper \u2014 574 \u2014 574\n Corporate debt securities \u2014 959 \u2014 959\n Mortgage-backed and asset-backed securities \u2014 34\u2014 34\n Marketable equity securities 1 \u2014 \u2014 1\n 574 1,650 \u2014 2,224\nFunds receivable and amounts held on behalf of customers:\n Money market funds 501 \u2014 \u2014 501\nPrepaids and other current assets:\n Foreign exchange derivative assets \u2014 14 \u2014 14\nOther assets, noncurrent:\n Corporate debt securities \u2014 \u2014 4 4\nTotal assets at fair value $ 3,427 $2,091 $ 4 $ 5,522\n\nLiabilities\nAccrued expenses and other current liabilities:\n Foreign exchange derivative liabilities $ \u2014 $ 31 $ \u2014 $ 31\nTotal liabilities at fair value $ \u2014 $ 31 $ \u2014 $ 31\n\n\n\n(1) Includes U.S. government and government agency debt securities\n\nThe 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\nmillions):\n\n December 31,\n 2021 2022"}, {"title": "lyft.txt", "text": "Derivative Other Other\n Warrant Assets, Assets,\n Liability Noncurrent Noncurrent\nBalance, beginning of year $ 985 $ 11 $ 10\nReclassifications to equity (1,277) \u2014 \u2014\nTotal realized and unrealized gains (losses):\n Included in earnings 292 \u2014 \u2014\n Included in other comprehensive income (loss) \u2014 (1) (6)\nBalance, end of year $ \u2014 $ 10 $ 4\nChanges in unrealized gains or losses included in other comprehensive income (loss) related to investments held at\n the reporting date $ \u2014 $ (1) $ (6)\n\n\nThere were no transfers of financial instruments between valuation levels during the years ended December 31, 2021 and 2022.\n\nThe Company amended the anti-dilution feature in the warrant agreements associated with the Second Lien Credit Agreement, as defined\nin Note 9, Debt, which resulted in a change in classification from liability to equity, on March 30, 2021 (the \u201cModification Date\u201d). The Company recorded a marked-to-market loss of\n$292.0 million through the first quarter of 2021, which was recorded in other income (expense), net on the consolidated statements of operations. Subsequent to the Modification\nDate, the warrants were no longer subject to marked-to-market"}, {"title": "lyft.txt", "text": "charges. The balance of $1.3 billion was then reclassified from liability to equity as the amended warrants met the\nrequirements for equity classification. Refer to Note 9, Debt, for additional information.\n\n\n\n\n 88\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nDerivatives Not Designated as Hedging Instruments\n\nAs 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\ntotaling $2.4 billion. As of December 31, 2022, the fair value of foreign exchange derivative assets and liabilities totaled $14.0 million and $31.2 million, respectively, with the\naggregate 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\nother current liabilities in the consolidated balance sheets.\n\nThe Company recorded total net realized gains (losses) of $(21.7) million, $19.3 million, and $92.0 million, and net unrealized gains (losses) of $(24.6) million, $35.4 million and\n$(32.9) million for the years ended December 31, 2020, 2021, and 2022, respectively, related to foreign exchange derivative assets and liabilities. The realized and unrealized gains\nand 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\nnot designated as hedging instruments are classified within operating activities in the consolidated statements of cash flows.\n\nThe Company has master netting arrangements with the respective counterparties to its derivative contracts, which are designed to reduce credit risk by permitting net settlement of\ntransactions with the same counterparty. The Company presents its derivative assets and derivative liabilities at their gross fair values in its consolidated balance sheets. As of\nDecember 31, 2021, the potential effect of these rights of set-off associated with the Company\u2019s derivative contracts would be a reduction to both assets and liabilities of\n$"}, {"title": "lyft.txt", "text": "10.3 million, resulting in net derivative assets of $15.6 million. As of December 31, 2022, the potential effect of these rights of set-off associated with the Company\u2019s derivative\ncontracts would be a reduction to both assets and liabilities of $10.7 million, resulting in net derivative assets of $3.2 million and net derivative liabilities of $20.5 million.\n\nNote 6. Intangible Assets and Goodwill\n\nIntangible Assets\n\nIdentifiable intangible assets consisted of the following (in millions):\n\n December 31, 2021 December 31, 2022\n Gross Net Gross Net\n Carrying Accumulated Carrying Carrying Accumulated Carrying\n Amount (1) Amortization (1) Value Amount (1) Amortization (1) Value\nListing relationships $ 43 $ (16) $ 27 $ 35 $ (13) $ 22\nTrade names 33 (18) 15 33 (25) 8\nDeveloped technology 23 (21) 2 \u2014 \u2014 \u2014\nCustomer contacts 4 (4) \u2014 \u2014 \u2014 \u2014\nOther 10 (2) 8 9 (5) 4\n Total intangible assets $ 113 $ (61) $ 52 $ 77 $ (43) $ 34\n\n\n(1) Excludes write off of intangible assets that have been fully amortized.\n\nAmortization expense related to intan"}, {"title": "lyft.txt", "text": "gible assets for the years ended December 31, 2020, 2021, and 2022 was $36.2 million, $23.7 million, and $19.1 million, respectively.\n\nEstimated future amortization expense for intangible assets as of December 31, 2022 was as follows (in millions):\n\nYear Ending December 31, Amount\n2023 $ 11\n2024 6\n2025 5\n2026 4\n20274\nThereafter 4\n Total future amortization expense $ 34\n\n\n\n\n 89\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nGoodwill\n\nThe changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2022 were as follows (in millions):\n\n Amount\nBalance as of December 31, 2020$ 656\nForeign currency translation adjustments (3)\nBalance as of December 31, 2021 653\nForeign currency translation adjustments (3)\nBalance as of December 31, 2022 $ 650\n\n\nNote 7. Property and Equipment, Net\n\nProperty and equipment, net, consisted of the following (in millions):\n\n December 31,2021 2022\nComputer software and capitalized internal-use software $ 175 $ 164\nLeasehold improvements 214 152\nComputer equipment 57 32\nOffice furniture and equipment 43 23\nBuildings and land 17 17\nConstruction in progress"}, {"title": "lyft.txt", "text": "30 45\nTotal 536 433\nLess: Accumulated depreciation and amortization (379) (312)\n Total property and equipment, net $ 157 $ 121\n\n\nDepreciation expense related to property and equipment for the years ended December 31, 2020, 2021, and 2022 was $67.2 million, $85.6 million, and $42.6 million, respectively.\nDuring the years ended December 31, 2020, 2021, and 2022, amortization of capitalized internal-use software costs was $22.5 million, $66.3 million, and $27.6 million, respectively.\n\nThe net carrying value of capitalized internal-use software as of December 31, 2021 and 2022 was $21.0 million and $8.6 million, respectively.\n\nNote 8. Leases\n\nThe Company\u2019s material operating leases consist of office space and data center space. The Company\u2019s leases generally have remaining terms of one to 16 years, some of which\ninclude one or more options to extend the leases up to 10 years. Additionally, some lease contracts include termination options. Generally, the lease term is the minimum of the non-\ncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. Sublease income was immaterial for the years ended December 31, 2020, 2021, and\n2022.\n\nThe components of lease cost were as follows (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\nOperating lease cost(1) $ 91 $ 83 $ 77\nShort-term lease cost(1)"}, {"title": "lyft.txt", "text": "1 3 2\nVariable lease cost(1) 12 14 17\n Lease cost, net(2) $ 104 $ 100 $ 96\n\n(1) Classified within operations and support, product development, sales and marketing, and general and administrative expenses in the consolidated statements of operations.\n(2) Lease costs do not include lease impairments due to restructuring. Refer to Note 17, Restructuring, for additional information.\n\nSupplemental disclosures of cash flow information related to operating lease liabilities were as follows (in millions):\n\n Year Ended December 31,2020 2021 2022\nCash paid for operating leases $ 63 $ 92 $ 102\nNet impact of non-cash changes to right-of-use assets related to modifications and reassessments of operating leases 103 18 (5)\n\n\n\n\n 90\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nLease term and discount rate were as follows:\n December 31,\n 2021 2022\n Weighted-average remaining lease term (years) 7.2 6.0\n Weighted-average discount rate 6.8 % 7.0 %\n\n\nMaturities of lease liabilities (excluding short-term leases) were as follows as of December 31, 2022 (in millions):\n\n Year Ending December 31, Amount\n 2023 $ 81\n 2024 53\n 2025"}, {"title": "lyft.txt", "text": "87\n 2026 79\n 2027 31\n Thereafter 128\n Total lease payments 459\n Less: Imputed interest (105)\n Present value of lease liabilities 354\n Less: Current portion of lease liabilities(59)\n Total long-term lease liabilities $ 295\n\n\n\nNote 9. Debt\n\nThe following table summarizes the Company\u2019s outstanding debt (in millions, except percentages)):\n\n\n As of Effective As of Effective\n December 31, 2021 Interest Rate December 31, 2022 Interest Rate\n Convertible senior notes due March 2026 $ 2,000 0.2 % $ 2,000 0.2 %\n Less: Unamortized debt discount and debt issuance costs (17) (13)\n Total long-term debt $1,983 $ 1,987\n\n\nConvertible Senior Notes\n\nOn 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\n8, 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\nbuyers pursuant to Rule 144A under the Securities Act of 1933, as amended.\n\nThe 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,\nor repurchased. The proceeds, net of debt issuance costs, were $1,979.2 million.\n\nThe 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\nconversion 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\ncircumstances in accordance with the terms of the Indent"}, {"title": "lyft.txt", "text": "ure.\n\nThe 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\ntime 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\nCompany may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of the Company\u2019s Class A common stock, or a combination of cash and shares of\nthe Company\u2019s Class A common stock, at the Company\u2019s election, based on the applicable conversion rate. In addition, if certain corporate events that constitute a make-whole\nfundamental 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\nof 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\nNotes 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\nexcluding, the date of the fundamental change repurchase.\n\nDebt issuance costs related to the 2026 Notes totaled $20.8 million and were comprised of commissions payable to the initial purchasers and third-party offering costs and are\namortized to interest expense using the effective interest method over the contractual term. For the years ended December 31, 2021 and 2022, interest expense was $3.4 million\nand $4.2 million, respectively.\n\nAs of December 31, 2022, the if-converted value of the 2026 Notes did not exceed the outstanding principal amount.\n\nAs of December 31, 2022 the total estimated fair value of the 2026 Notes was $1.7 billion and was determined based on a market approach using actual bids and offers of the 2026\nNotes in an over-the-counter market on the last trading day of the period, or Level 2 inputs.\n\n\n\n\n 91\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Stateme"}, {"title": "lyft.txt", "text": "nts\n\n\nCapped Calls\n\nOn March 3, 2021, in connection with the pricing of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the \u201cCapped Calls\u201d) with certain of the\ninitial 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\nshares 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\nstock (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\ncommon stock price exceeds the conversion price of the 2026 Notes. The cap price of the Capped Calls was $360.80 per share of Class A common stock, which represented a\npremium of 100% over the last reported sale price of the Class A common stock of $180.40 per share on March 3, 2021, subject to certain customary adjustments under the terms of\nthe Capped Calls.\n\nThe 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\nstockholders\u2019 equity.\n\nTerm Loans\n\nIn April 2020, the Company entered into a $1.0 billion First Lien Credit and Guaranty Agreement (the \u201cFirst Lien Credit Agreement,\u201d and the loans thereunder, the \u201cFirst Lien Loan\u201d),\nresulting 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\npart at the Company\u2019s option, subject to applicable prepayment premiums and make-whole premiums. Beginning in September 2020, the Company was required to repay the First\nLien 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\ndate.\n\nAlso in April 2020, the Company entered into a $1.0 billion Second Lien Credit and Guaranty Agreement (the \u201cSecond Lien Credit Agreement,\u201d and the loans thereunder, the\n\u201cSecond Lien Loan\u201d), 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\nbe repaid i"}, {"title": "lyft.txt", "text": "n 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\nproceeds the Company receives from the sale of collateral.\n\nIn March 2021, the Company repaid the principal amount outstanding of $1,995.0 million under the First Lien Loan and Second Lien Loan, which resulted in a loss of extinguishment\nof 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\nextinguishment of debt was included in interest expense in the consolidated statements of operations. Additionally, the Company incurred third-party costs, principally legal and\nadministrative fees, of $0.1 million relating to the extinguishment of the loans.\n\nThe debt discount and debt issuance costs were amortized to interest expense using the effective interest rate method. For the year ended December 31, 2021, interest expense of\n$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.\n\nThe First LienLoan and the Second Lien Loan were unconditionally guaranteed by certain of the Company\u2019s domestic subsidiaries and were both secured by substantially all the\nassets of the Company and subsidiary guarantors.\n\nIn 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,\nsubject 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\ncash or in net shares at the holder\u2019s 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\nliabilities 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\nreporting date for as long as the warrants remained outstanding and unexercised with changes in fair value recorded in other income (expense), net in the consolidated statements\nof operations. As of December 31, 2020, the fair value of the warrant totaled $985.2 million. On Marc"}, {"title": "lyft.txt", "text": "h 30, 2021, the Company amended the anti-dilution feature in the warrant\nagreements, 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.\nThe liability balance of $1.3 billion was then reclassified to equity as the amended warrants met the requirements for equity classification.\n\n2020 Credit Facility\n\nIn November 2020, the Company entered into a five-year secured revolving Credit and Guarantee Agreement, which provided for initial commitments from a group of lenders led by\nMorgan Stanley Senior Funding, Inc. of $500.0 million (\u201c2020 Credit Facility\u201d). The 2020 Credit Facility provided a $200.0 million sub-limit for the issuance of letters of credit and had\na commitment fee of 0.15% per annum on any undrawn amounts, payable quarterly in arrears. Outstanding letters of credit totaled $15.9 million as of December 31, 2021.\nRemaining letters of credit under the 2020 Credit Facility were transferred to new issuers upon the termination of the 2020 Credit Facility.\n\n2022 Credit Facility\n\nOn October 31, 2022, the Company terminated the 2020 Credit Facility and entered intoa five-year unsecured Revolving Credit Agreement, which provides for initial commitments\nby a group of lenders led by Morgan Stanley Senior Funding, Inc. of $1.0 billion (\u201c2022 Credit Facility\u201d). The 2022 Credit Facility provides a $200.0 million sub-limit for the issuance\nof letters of credit. The 2022 Credit Facility has a commitment fee based on ratings and leverage ratios with amounts that range from 0.10% to 0.20% per annum on any undrawn\namounts, payable quarterly in arrears. Interest on borrowings is based on ratings and leverage ratios with amounts that range from (i) in the case of the Secured Overnight Financing\nRate (\u201cSOFR\u201d) borrowings, 1.0% to 1.5%, plus SOFR, subject to a floor of 0.0%, or (ii) in the case of base rate\n\n\n\n\n 92\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nborrowings, 0.0% to 0.5%; plus the greatest of (a) the rate of interest in effect for such day by Morgan Stanley Senior Funding, Inc. as its \u201c"}, {"title": "lyft.txt", "text": "prime rate\u201d; (b) the federal funds effective\nrate plus 0.5%; and (c) SOFR for a one-month period plus 1.0%. Outstanding balances may be repaid prior to maturity without penalty. The 2022 Credit Facility contains customary\nevents of default, affirmative and negative covenants, including restrictions on the Company\u2019s and certain of its subsidiaries\u2019 ability to incur debt and liens, undergo fundamental\nchanges, as well as certain financial covenants. The Company was in compliance with all financial covenants as of December 31, 2022. As of December 31, 2022, no amounts were\ndrawn under the 2022 Credit Facility and outstanding letters of credit totaled $28.5 million.\n\nNote 10. Stockholders\u2019 Equity\n\nCommon Stock\n\nThe Company\u2019s restated certificate of incorporation authorizes the Company to issue 2.0 billion shares of Class A common stock and 710.0 million shares of Class B common stock.\nBoth 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\nshare. 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\nA 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\nof 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\nexceptions 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\ncommon stock into a share of Class A common stock.\n\nUnder the Company\u2019s restated certificate of incorporation, the Company is also authorized to issue 2.0 billion shares of Class C common stock and 26.0 million shares of Class H\ncommon 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\u2019s capital stock. Each share of Class H\ncommon 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\nperson or entity that is not"}, {"title": "lyft.txt", "text": "the Company\u2019s subsidiary.\n\nClass A Common Stock Warrants\n\nAs described above in Note 9, 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\ncommon 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.\n\nShare Repurchase\n\nOn August 2, 2022, the Company announced its board of directors approved a share repurchase program with authorization to purchase up to $2.0 billion of the Company's Class A\ncommon stock at management\u2019s discretion (the \u201cShare Repurchase Program\u201d). The Share Repurchase Program does not have an expiration date, does not obligate the Company to\nrepurchase any specific number of shares, and may be modified, suspended, or terminated at any time at the Company\u2019s discretion. During the year ended December 31, 2022, the\nCompany repurchased and subsequently retired 13.8 million shares of common stock for $1.5 billion. As of December 31, 2022, the Company had $500.0 million available to\nrepurchase shares pursuant to the Share Repurchase Program.\n\nNote 11. Stock-Based CompensationStock-Based Compensation Expense\n\nThe following table summarizes total stock-based compensation expense (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\nOperations and support $ 144 $ 49 $ 63\nProduct development 1,880 545 548\nSales and marketing 435 100 114\nGeneral and administrative 544 205 205"}, {"title": "lyft.txt", "text": "Stock-based compensation expense $ 3,003 $ 899 $ 930\n\n\nPrior 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\noccurrence 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\n$2.8 billion of stock-based compensation expense was recognized related to these awards.\n\nThe Company recognized an income tax benefit of $39.9 million, $35.6 million, and $19.0 million in the consolidated statements of operations for stock-based compensation\narrangements in the years ended December 31, 2020, 2021, and 2022, respectively.\n\nEquity Incentive Plans\n\n2018 Equity Incentive Plan\n\n\n\n\n 93\n\fTable of Contents\n\n Airbnb, Inc.Notes to Consolidated Financial Statements\n\n\nIn 2018, the Company adopted the 2018 Equity Incentive Plan (the \u201c2018 Plan\u201d) to replace the 2008 Equity Incentive Plan (the \u201c2008 Plan\u201d). A total of 50.0 million shares of Class B\ncommon 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\navailable 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\nwere added to the 2018 Plan and made available for future issuance.\n\nAssumed Equity Incentive Plan\n\nIn connection with the acquisition of HotelTonight in 2021, the Company assumed stock options and RSUs under HotelTonight\u2019s equity incentive plan (the \u201cAssumed Equity Incentive\nPlan\u201d). As of December 31, 2021, a total of 98,093 shares of the Company\u2019s Class A common stock were issuable upon exercise of outstanding options under the Assumed Equity\nIncentive Plan, with weighted-average exercise price of $22.67 per share. In addition, as of December 31, 2021, a total of 3,512 RSUs were issued and outstanding under the\nAs"}, {"title": "lyft.txt", "text": "sumed Equity Incentive Plan. No additional stock options or RSUs may be granted under the Assumed Equity Incentive Plan.\n\n2020 Incentive Award Plan\n\nIn 2020, the Company adopted the 2020 Incentive Award Plan (the \u201c2020 Plan,\u201d and together with the 2008 Plan, 2018 Plan, and the Assumed Equity Incentive Plan, the \u201cPlans\u201d).\nUnder 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\nunder 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\neffective 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\nwithholding 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\nCompany\u2019s 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\u2019s boardof\ndirectors; provided, however, that no more than 371,212,920 shares of stock may be issued upon the exercise of incentive stock options.\n\nStock Option and Restricted Stock Unit Activity\n\nThe 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:\n\n Year Ended December 31,\n 2020 2021 2022\nExpected term (years) 5.1 - 8.0 8.0 6.1\nRisk-free interest rate 0.5% - 1.5% 1.1% - 1.5% 0.3% - 2.2%\nExpected volatility 39.1"}, {"title": "lyft.txt", "text": "% - 43.6% 44.2% - 44.9% 48.6% - 58.4%\nExpected dividend yield \u2014 \u2014 \u2014\n\n\nA summary of stock option and RSU activity under the Plans was as follows (in millions, except per share amounts):\n\n\n Outstanding Outstanding\n Stock Options Restricted Stock Units\n Weighted-\n Weighted- Average\n Shares AverageGrant\n Available for Number of Exercise Number of Date Fair\n Grant Shares Price Shares Value\nBalances as of December 31, 2020 86 41 $ 12.48 48 $ 40.01\nGranted(1) (10) 1 191.08 9 181.15\nShares withheld for taxes 1 \u2014 \u2014 (1) 66.99\nExercised/Vested \u2014 (18) 7.77 (15) 57.05\nCanceled4 \u2014 56.69 (4) 64.32\nBalances as of December 31, 2021 81 24 19.69 37 61.22\nGranted (13) 1 161.70 12 135.09\nIncrease in shares available for grant 32 \u2014 \u2014 \u2014 \u2014\nShares withheld for taxes 5 \u2014 \u2014 (5) 80.98\nExercised/Vested \u2014 (3) 14.32 (7) 83.12\nCanceled 3 \u2014 95.93 (3)"}, {"title": "lyft.txt", "text": "101.58\nBalances as of December 31, 2022 108 22 $ 23.41 34 $ 77.07\n\n\n(1) There were no options or RSUs that were granted from the Assumed Equity Incentive Plan for the year ended December 31, 2021.\n\n\n\n\n 94\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\n Weighted-\n Weighted- Average\n Average Remaining AggregateNumber of Exercise Contractual Intrinsic\n Shares Price Life (years) Value\nOptions outstanding as of December 31, 2021 24 $ 19.69 3.66 $ 3,555\nOptions exercisable as of December 31, 2021 21 13.28 2.90 3,207\nOptions outstanding as of December 31, 2022 22 23.41 2.78 1,432\nOptions exercisable as of December 31, 2022 20 17.01 2.27 1,380\n\n\nDuring the years ended December 31, 2020, 2021, and 2022, the weighted-average fair value of stock options granted under the Plans was $15.42, $96.50, and $79.75 per share,\nrespectively. During the years e"}, {"title": "lyft.txt", "text": "nded December 31, 2020, 2021, and 2022, the aggregate intrinsic value of stock options exercised was $476.0 million, $2,824.9 million, and\n$326.0 million, respectively, and the total grant-date fair value of stock options that vested was $44.4 million, $45.9 million, and $45.0 million, respectively.\n\nAs of December 31, 2022, there was $78.0 million, of total unrecognized compensation cost related to stock option awards granted under the Plans. The unrecognized cost as of\nDecember 31, 2022 is expected to be recognized over a weighted-average period of 2.58 years.\n\nRestricted Stock Awards\n\nThe Company has granted RSAs to certain continuing employees, primarily in connection with acquisitions. Vesting of this stock is primarily dependent on a service-based vesting\ncondition 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.\n\nUnvested RSAs as of December 31, 2020, 2021, and 2022 was 0.7 million, 0.6 million, and 0.4 million shares, respectively, with weighted-average grant-date fair value of $62.33,\n$62.32, and $62.33 per share, respectively. Activities related to the Company\u2019s RSAs were not material for the years ended December 31, 2020, 2021, and 2022.\n\nRestricted Stock Units\n\nRSUs 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\ncondition for these awards is generally satisfied over four years.\n\n2020 Employee Stock Purchase Plan\n\nIn December 2020, the Company\u2019s 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\nthe sum of (i) 4.0 million 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)\n1% 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\nboard of directors; provided, however, that no more than 89.8 million shares may be issued under the ESPP. As of December 31, 2021 and 2022, the Company had reserved 3.0\nmillion and 8.9 million shares for future issuance under the ESPP. The Company estimates the fair value of shares t"}, {"title": "lyft.txt", "text": "o be issued under the ESPP based on a combination of options\nvalued using the Black-Scholes option-pricing model. The Company recorded stock-based compensation expense related to the ESPP of $105.9 million and $32.6 million for the\nyears ended December 31, 2021, and 2022, respectively.\n\nDuring 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\ncash proceeds of $50.6 million. During the year ended December 31, 2022, 0.5 million shares of common stock were purchased under the ESPP at a weighted-average price of\n$95.90 per share, resulting in net cash proceeds of $47.5 million.\n\nNote 12. Commitments and Contingencies\n\nCommitments\n\nThe Company has commitments including purchase obligations for web-hosting services and other commitments for brand marketing. The following table presents these non-\ncancelable commitments and obligations as of December 31, 2022 (in millions):\n\n\n Less than More thanTotal 1 year 1 to 3 years 3 to 5 years 5 years\nPurchase obligations $ 1,068 $ 137 $ 517 $ 414 $ \u2014\nOther commitments 232 37 76 79 40\n Total $ 1,300 $ 174 $ 593 $ 493 $ 40\n\n\nPurchase commitments include amounts related to the Company\u2019s commercial agreement with a data hosting services provider, pursuant to which the Company committed to spend\nan aggregate of at least $941.7 million for vendor services through 2027.\n\nExtenuating Circumstances Policy\n\nIn March 2020, the Company applied its extenuating circumstances policy to cancellations resulting from COVID-19. That policy provides\n\n\n\n\n 95"}, {"title": "lyft.txt", "text": "Table of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\ncustomers with greater flexibility to cancel reservations that are disrupted by epidemics, natural disasters, and other emergencies. Specifically, accommodation bookings made by\nguests 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\nthat policy, the Company committed up to $250 million for Hosts, and had a remaining reserve balance of $33.9 million as of December 31, 2022. The reservations eligible for this\n$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,\neligible Hosts are entitled to receive 25% of the amount they would have received from guests under the Host\u2019s cancellation policies. These payments are accounted for as\nconsideration paid to a customer and as such, primarily result in a reduction to revenue. Under this policy,the Company recorded payments, primarily to Hosts, excluding\nSuperhosts, of $205.1 million, $5.6 million and $2.9 million for the years ended December 31, 2020, 2021, and 2022, respectively, in its consolidated statement of operations.\n\nLodging Tax Obligations and Other Non-Income Tax Matters\n\nSome states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (\u201cLodging Taxes\u201d) on the use or occupancy\nof lodging accommodations or other traveler services. As of December 31, 2022, the Company collects and remits Lodging Taxes in approximately 32,000 jurisdictions on behalf of\nits Hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 to 90-day period following the end of each month.\n\nAs of December 31, 2021 and 2022, the Company had an obligation to remit Lodging Taxes collected from guests on bookings in these jurisdictions totaling $180.8 million and\n$250.6 million, respectively. These payables were recorded in accrued expenses and other current liabilities on the consolidated balance sheets.\n\nIn jurisdictions where the Company does not collect and remit Lodging Taxes, the responsibility fo"}, {"title": "lyft.txt", "text": "r collecting and remitting these taxes primarily rests with Hosts. The Company has\nestimated liabilities in a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where management believes it is probable that the Company can\nbe held jointly liable with Hosts for taxes and the related amounts can be reasonably estimated. As of December 31, 2021 and 2022, accrued obligations related to these estimated\ntaxes, including estimated penalties and interest, totaled $57.3 million and $70.6 million, respectively. With respect to lodging and related taxes for which a loss is probable or\nreasonably possible, the Company is unable to determine an estimate of the possible loss or range of loss beyond the amounts already accrued.\n\nThe Company\u2019s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines, or\nany tax authority asserts, that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions or by the introduction of new ordinances\nand taxes which subject the Company\u2019s operations to such taxes. Accordingly, the ultimate resolution of Lodging Taxes may be greater or less than reserve amounts that the\nCompany has recorded.\n\nThe Company is currently involved in disputes brought by certain states and localities involving the payment of Lodging Taxes. These jurisdictions are asserting that the Company is\nliable or jointly liable with Hosts to collect and remit Lodging Taxes. These disputes are in various stages and the Company continues to vigorously defend these claims. The\nCompany believes that the statutes at issue impose a Lodging Tax obligation on the person exercising the taxable privilege of providing accommodations, or the Company\u2019s Hosts.\n\nThe imposition of such taxes on the Company could increase the cost of a guest booking and potentially cause a reduction in the volume of bookings on the Company\u2019s platform,\nwhich would adversely impact the Company\u2019s results of operations. The Company will continue to monitor the application and interpretation of lodging and related taxes and\nordinances and will adjust accruals based on any new information or further developments.\n\nThe Company is under audit and inquiry by various domestic and foreign tax authorities with regard to no"}, {"title": "lyft.txt", "text": "n-income tax matters. The subject matter of these contingent liabilities\nprimarily arises from the Company\u2019s transactions with its customers, as well as the tax treatment of certain employee benefits and related employment taxes. In jurisdictions with\ndisputes connected to transactions with customers, disputes involve the applicability of transactional taxes (such as sales, value-added, and similar taxes) to services provided, as\nwell 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\njurisdictions, the final outcomes may exceed the estimated liabilities recorded.\n\nDuring the years ended December 31, 2020, 2021, and 2022, the Company recorded, including interest, $16.3 million of tax expense, $10.1 million of tax benefit, and $10.3 million\nof tax expense, related to estimated Hosts\u2019 withholding tax obligations, respectively. As of December 31, 2021 and 2022, the Company accrued a total of $124.2 million and\n$134.6 million of estimated tax liabilities, including interest, related to Hosts\u2019 withholding tax obligations, respectively.\n\nThe Company has identified reasonably possible exposures related to withholding income taxes, transactional taxes, and business taxes, and has not accrued for these amounts\nsince the likelihood of the contingent liability is less than probable. The Company estimates that the reasonably possible loss related to these matters in excess of the amounts\naccrued is between $250.0 million and $280.0 million; however, no assurance can be given as to the outcomes and the Company could be subject to significant additional tax\nliabilities.\n\nWith respect to all other withholding tax on payments made to Hosts and transactional taxes for which a loss is probable or reasonably possible, the Company is unable to determine\nan estimate of the possible loss or range of loss beyond the amounts already accrued.\n\nIn addition, as of December 31, 2021 and 2022, the Company accrued a total of $33.6 million and $32.6 million of estimated tax liabilities related to employment taxes on certain\nemployee benefits, respectively. Refer to Note 13, Income Taxes, for further discussion on other tax matters.\n\n\n\n\n 96\n\fTable of Contents"}, {"title": "lyft.txt", "text": "Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nThe Company is subject to regular payroll tax examinations by various international, state, and local jurisdictions. Although management believes its tax withholding remittance\npractices are appropriate, the Company may be subject to additional tax liabilities, including interest and penalties, if any tax authority disagrees with the Company\u2019s withholding and\nremittance practices, or if there are changes in laws, regulations, administrative practices, principles, or interpretations related to payroll tax withholding in the various state and local\njurisdictions.\n\nLegal and Regulatory Matters\n\nThe Company has been and is currently a party to various legal and regulatory matters arising in the normal course of business. Such proceedings and claims, even if not\nmeritorious, can require significant financial and operational resources, including the diversion of management\u2019s attention from the Company\u2019s business objectives.\n\nRegulatory Matters\n\nThe Company operates in a complex legal and regulatory environment and its operations are subject to various U.S. and foreign laws, rules, and regulations, including those related\nto: Internet activities; short-term rentals, long-term rentals and home sharing; real estate, property rights, housing and land use; travel and hospitality; privacy and data protection;\nintellectual property; competition; health and safety; protection of minors; consumer protection; employment; payments, money transmission, economic and trade sanctions, anti-\ncorruption and anti-bribery; taxation; and others. In addition, the nature of the Company\u2019s business exposes it to inquiries and potential claims related to the compliance of the\nbusiness with applicable law and regulations. In some instances, applicable laws and regulations do not yet exist or are being applied, interpreted or implemented to address\naspects of the Company\u2019s business, and such adoption or interpretation could further alter or impact the Company\u2019s business.\n\nIn certain instances, the Company has been party to litigation with municipalities relating to or arising out of certain regulations. In addition, the implementation and enforcement of\nregulation can have an impact on the Company\u2019s business.\n\nIntel"}, {"title": "lyft.txt", "text": "lectual Property\n\nThe 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\nof substantial monetary damages, costly royalty or licensing agreements, or orders preventing the Company from offering certain features, functionalities, products, or services, and\nmay 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\nharm 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\nstatements related to such matters.\n\nLitigation and Other Legal Proceedings\n\nThe 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\ninclude proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing,\ndiscrimination, consumerrights, personal injury, and property rights.\n\nThe Australian Competition and Consumer Commission (\u201cACCC\u201d) commenced proceedings against Airbnb, Inc. and Airbnb Ireland UC alleging that Airbnb has breached the\nAustralian Consumer Law by making false and misleading representations, because certain users were shown prices and charged in U.S. dollars versus Australian dollars. The\nCompany disputes the allegations of the ACCC.\n\nDepending on the nature of the proceeding, claim, or investigation, the Company may be subject to monetary damage awards, fines, penalties, and/or injunctive orders.\nFurthermore, the outcome of these matters could materially adversely affect the Company\u2019s business, results of operations, and financial condition. The outcomes of legal\nproceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such\nmatters. 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\nindividually or in the aggregate, have a material adverse effect on the Company"}, {"title": "lyft.txt", "text": "\u2019s business, results of operations, financial condition, or cash flows.\n\nThe Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent\nmanagement\u2019s best estimate of probable losses. Such currently accrued amounts are not material to the Company\u2019s consolidated financial statements. However, management\u2019s\nviews 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\nmatters, 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\nreasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company\u2019s business, results of operations, financial condition, or cash\nflows. Legal fees are expensed as incurred.\n\nHost Protections\n\nThe Company offers AirCover coverage, which includes but is not limited to, the Company\u2019s Host Damage Protection program that provides protection of up to $3.0 million for direct\nphysical loss or damage to a Host\u2019s covered property caused by guests during a confirmed booking and when the Host and guest are unable to resolve the dispute. The\nCompany retains risk and also maintains insurance from third parties on a per claim basis to protect the Company\u2019s financial exposure under this program. In addition, through third-\nparty insurers and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary created during the year ended December 31, 2019, the Company provides\ninsurance coverage for third-party bodily injury or property damage liability claims that occur during a stay.\n\n\n\n\n 97\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nThe Company\u2019s Host Liability Insurance and Experiences Liability Insurance consists of a commercial general liability policy, with Hosts and the Company as named insureds and\nlandlords of Hosts as additional insureds. The Host Liability Insurance and Experien"}, {"title": "lyft.txt", "text": "ces Liability Insurance provides primary coverage for up to $1.0 million per occurrence, subject to\na $1.0 million cap per listing location, and includes various market standard conditions, limitations, and exclusions.\n\nIndemnifications\n\nThe Company has entered into indemnification agreements with certain of its employees, officers and directors. The indemnification agreements and the Company\u2019s Amended and\nRestated Bylaws (the \u201cBylaws\u201d) require the Company to indemnify its directors and officers and those employees who have entered into indemnification agreements to the fullest\nextent not prohibited by Delaware law. Subject to certain limitations, the indemnification agreements and Bylaws also require the Company to advance expenses incurred by its\ndirectors and officers and those employees who have entered into indemnification agreements. No demands have been made upon the Company to provide indemnification or\nadvancement under the indemnification agreements or the Bylaws, and thus, there are no indemnification or advancement claims that the Company is aware of that could have a\nmaterial adverse effect on the Company\u2019s business, results of operations, financial condition, or cashflows.\n\nIn the ordinary course of business, the Company has included limited indemnification provisions in certain agreements with parties with whom the Company has commercial\nrelations, which provisions are of varying scope and terms with respect to indemnification of certain matters, which may include losses arising out of the Company\u2019s breach of such\nagreements or out of intellectual property infringement claims made by third parties. It is not possible to determine the maximum potential loss under these indemnification provisions\ndue to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been\nincurred, either individually or collectively, in connection with the Company\u2019s indemnification provisions.\n\nNote 13. Income Taxes\n\nThe domestic and foreign components of income (loss) before income taxes were as follows (in millions):\n\n Year Ended December 31,"}, {"title": "lyft.txt", "text": "2020 2021 2022\nDomestic $ (4,510) $ (390) $ 1,820\nForeign (172) 90 169\n Income (loss) before income taxes $ (4,682) $ (300) $ 1,989\n\n\nThe components of the provision for (benefit from) income taxes were as follows (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\nCurrent\nFederal $(91) $ 5 $ 19\nState (1) 2 10\nForeign 15 34 68\n Total current provision for (benefit from) income taxes (77) 41 97\nDeferred\nFederal \u2014 \u2014 \u2014\nState \u2014 \u2014 \u2014\nForeign (20) 11 (1)\n Total deferred provision for (benefit from) income taxes (20) 11 (1)\n Total provision for (benefit from) income taxes $ (97) $ 52 $ 96\n\n\n\n\n 98\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nThe following is a reconciliation of the statutory federal income tax rate to the Company\u2019s effective tax rate:\n\n Year Ended December 31,\n 2020 2021 2022\nExpected income tax expense at federal statutory rate"}, {"title": "lyft.txt", "text": "21.0 % 21.0 % 21.0 %\nState taxes, net of federal benefits \u2014 (0.7) 0.4\nForeign tax rate differential (0.5) (5.1) 1.0\nStock-based compensation 7.1 282.4 (6.9)\nDeferred tax impacts of restructuring 6.5 (9.7) \u2014\nOther statutorily non-deductible expenses (0.3) (1.1) 0.3\nNon-deductible warrant revaluations (3.9) (20.4) (0.1)\nResearch and development credits4.3 51.0 (4.7)\nUncertain tax positions\u2014prior year positions (0.1) (3.1) 0.1\nUncertain tax positions\u2014current year positions (0.2) (1.0) 0.8\nUS tax on foreign income, net of allowable credits and deductions \u2014 \u2014 0.7\nForeign-derived intangible income deduction \u2014 \u2014 (1.9)\nOther 0.3 1.3 0.1\nChange in valuation allowance (32.1)(331.9) (6.0)\nEffective tax rate 2.1 % (17.3)% 4.8 %\n\n\nFor the year ended December 31, 2020, the difference in the Company\u2019s effective tax rate and the U.S. federal statutory tax rate was primarily due to the Company\u2019s tax impact of\nrestructuring and the IPO, and the Company\u2019s full valuation allowance on its U.S. deferred tax assets. The Coronavirus Aid, Relief, and Economic Security Act (\u201cCARES Act\u201d) was\nenacted 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\ncertain 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,\nthe Company recorded a benefit of $95.6 million related to the carryback of its 2020 net operating loss.\n\nFor the year ended December 31, 2021, the difference in the Company\u2019s effective tax rate and the U.S. federal statutory tax rate was primarily"}, {"title": "lyft.txt", "text": "due to the jurisdictional mix of\nearnings, excess tax benefits related to stock-based compensation, and the Company\u2019s full valuation allowance on its U.S. deferred tax assets.\n\nFor the year ended December 31, 2022, the difference in the Company\u2019s effective tax rate and the U.S. federal statutory tax rate was primarily due to excess tax benefits related to\nstock-based compensation, research and development credits, and the Company\u2019s full valuation allowance on its U.S. deferred tax assets.\n\nThe components of deferred tax assets and liabilities consisted of the following (in millions):\n\n December 31,\n 2021 2022\nDeferred tax assets:\nNet operating loss carryforwards $ 1,988 $ 1,539\nTax credit carryforwards568 664\nAccruals and reserves 106 123\nNon-income tax accruals 65 68\nStock-based compensation 157 111\nOperating lease liabilities 87 73\nIntangible assets 210 188\nCapitalized research and development costs \u2014413\nOther 155 37\n Gross deferred tax assets 3,336 3,216\nValuation allowance (3,264) (3,166)\n Total deferred tax assets 72 50\nDeferred tax liabilities:\nProperty and equipment basis differences (8) (9)\nOperating lease assets (49) (23)\nOther"}, {"title": "lyft.txt", "text": "\u2014 (2)\n Total deferred tax liabilities (57) (34)\n Total net deferred tax assets $ 15 $ 16\n\n\n\n\n 99\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nFor the year ended December 31, 2021, the increase in the Company\u2019s valuation allowance compared to the prior year was primarily due to the 2021 net operating loss, an increase\nin tax credits generated, and business interest expenses subject to limitation. For the year ended December 31, 2022, the decrease in the Company\u2019s valuation allowance compared\nto the prior year was primarily due to the utilization of net operating losses, business interest deductions subject to limitation in prior years, and stock-based compensation\ndeductions, partially offset by capitalized research and development costs under Section 174.\n\nIn 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\nmore likely than not that its deferred tax assets are recoverable. The Company regularly assesses all available evidence, including cumulative historic losses and forecasted\nearnings. Due to cumulative losses in the U.S. during the prior three years, including tax deductible stock compensation, and based on all available positive and negative evidence,\nthe Company does not believe it is more likely than not that its U.S. deferred tax assets will be realized as of December 31, 2022. Accordingly, a full valuation allowance has been\nestablished in the United States, and no deferred tax assets and related tax benefit have been recognized in the financial statements. However, given the Company\u2019s current\nearnings and anticipated future earnings, t"}, {"title": "lyft.txt", "text": "he Company believes that there is a reasonable possibility that sufficient positive evidence may become available in a future period to\nallow the Company to reach a conclusion that the U.S. valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of material\nU.S. federal and state deferred tax assets and a corresponding decrease to income tax expense in the period the release is recorded. The exact timing and amount of the valuation\nallowance release are subject to change on the basis of the level of sustained U.S. profitability that the Company is able to actually achieve, as well as the amount of tax deductible\nstock compensation dependent upon the Company\u2019s publicly traded share price, foreign currency movements, and macroeconomic conditions, among other factors.\n\nThere is no valuation allowance in certain foreign jurisdictions in which it is more likely than not that deferred tax assets will be realized.\n\nThe Company\u2019s policy with respect to its undistributed foreign subsidiaries\u2019 earnings is to consider those earnings to be indefinitely reinvested. The Company has not provided for\nthe 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\npracticable.\n\nAs of December 31, 2021 and 2022, the Company had net operating loss carryforwards for federal income tax purposes of $8.8 billion and $6.8 billion, respectively. Certain of the\nCompany\u2019s federal net operating loss carryforwards will expire, if not utilized, beginning in 2031. As of December 31, 2021 and 2022, the Company had federal research and\ndevelopment tax credit carryforwards of $491.2 million and $578.5 million, respectively. The research and development tax credits will expire beginning in 2038 if not utilized.\n\nAs of December 31, 2021 and 2022, the Company had net operating loss carryforwards for state income tax purposes of $5.5 billion and $4.8 billion, respectively. Certain of the\nCompany\u2019s state net operating loss carryforwards will expire, if not utilized, beginning in 2025. As of December 31, 2021 and 2022, the Company had state research and\ndevelopment carryforwards and enterprise zone tax credit carryforwards of $338.1 million and $402.1 million, respectively. The research and development tax credits do not expi"}, {"title": "lyft.txt", "text": "re,\nand the enterprise zone tax credits will expire, if not utilized, beginning in 2023.\n\nThe 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\nthere 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\noperating loss carryforwards and tax credits before utilization, which could result in increased future tax liabilities.\n\nA reconciliation of the beginning and ending amount of the Company\u2019s total gross unrecognized tax benefits was as follows (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\nBalance at beginning of year $ 337 $508 $ 597\nGross increases related to prior year tax positions 2 14 7\nGross decreases related to prior year tax positions (6) (2) (2)\nGross increases related to current year tax positions 196 85 60\nReductions due to settlements with taxing authorities (21) (1) (7)\nReduction due to lapse in statute of limitations \u2014 (7) (5)\nBalance at end of year $ 508 $ 597 $ 650\n\n\nThe 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\nCompany 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\ncertainty. If any issues addressed in the Company\u2019s tax audits are resolved in a manner not consistent with management\u2019s expectations, the Company may be required to record an\nadjustment to the provision for (benefit from) income taxes in the period such resolution occurs. Changes in tax laws, regulations, administrative practices, principles, and\ninterpretations may impact the Company\u2019s tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any,\nupon 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\nexperience 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\nexaminat"}, {"title": "lyft.txt", "text": "ions 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\ncannot be made.\n\n\n\n\n 100\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\nAs of December 31, 2022, $209.6 million of unrecognized tax benefits represents the amount that would, if recognized, impact the Company\u2019s effective income tax rate.\n\nIn accordance with the Company\u2019s accounting policy, it recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income\ntaxes. The Company\u2019s accrual for interest and penalties was $58.7 million and $65.8 million as of December 31, 2021 and 2022, respectively.\n\nThe Company\u2019s significant tax jurisdictions include the United States, California, and Ireland. The Company is currently under examination for income taxes by the Internal Revenue\nService (\u201cIRS\u201d) for the 2013, 2016, 2017, and 2018 tax years. The primary issue under examination in the 2013 audit is the valuation of the Company\u2019s international intellectual\nproperty 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\nunrecognized 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\nNotice of Proposed Adjustment (\u201cNOPA\u201d) from the IRS which proposes an increase to the Company\u2019s U.S. taxable income that could result in additional income tax expense and\ncash 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\ndisagrees 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\nproposed agreement and requesting the case be transferred to the IRS Independent Office of Appeals (\u201cIRS Appeals\u201d). In December 2021, the Company received a rebuttal from the\nIRS"}, {"title": "lyft.txt", "text": "with the same proposed adjustments that were in the NOPA. In January 2022, the Company entered into an administrative dispute process with IRS Appeals. The Company will\ncontinue to pursue all available remedies to resolve this dispute, including petitioning the U.S. Tax Court (\u201cTax Court\u201d) for redetermination if an acceptable outcome cannot be\nreached with IRS Appeals, and if necessary, appealing the Tax Court\u2019s decision to the appropriate appellate court. The Company believes that adequate amounts have been\nreserved 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\nrelated interest and penalties, if any, exceeds the Company\u2019s current reserves, such outcome could have a material adverse impact on the Company\u2019s financial position and results\nof operations, and any assessment of additional tax could require a significant cash payment and have a material adverse impact on the Company\u2019s cash flow.\n\nOn July 27, 2015, the United States Tax Court (the \u201cTax Court\u201d) issued an opinion in Altera Corp. v. Commissioner (the \u201cTax Court Opinion\u201d), which concluded that related parties in a\ncost 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\nCourt of Appeals (the \u201cNinth Circuit\u201d). On June 7, 2019, the Ninth Circuit issued an opinion (the \u201cNinth Circuit Opinion\u201d) that reversed the Tax Court Opinion. On July 22, 2019, Altera\nCorp. filed a petition for a rehearing before the full Ninth Circuit. On November 12, 2019, the Ninth Circuit denied Altera Corp.\u2019s petition for rehearing its case. The Company\naccordingly 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\nentirely during the year ended December 31, 2020 due to the carryback of its 2020 net operating loss as allowable under the CARES Act.\n\nThe Company\u2019s 2008 to 2022 tax years remain subject to examination in the United States and California due to tax attributes and statutes of limitations, and its 2018 to 2022 tax\nyears remain subject to examination in Ireland. There are other ongoing audits in various other jurisdictions that are not material to the Company\u2019s financial statem"}, {"title": "lyft.txt", "text": "ents. The\nCompany remains subject to possible examination in various other jurisdictions that are not expected to result in material tax adjustments.\n\nOn August 16, 2022, the Inflation Reduction Act (the \u201cIRA\u201d) was signed into law in the United States. Among other changes, the IRA introduced a corporate minimum tax on certain\ncorporations with average adjusted financial statement income over a three-tax year period in excess of $1 billion and an excise tax on certain stock repurchases by certain covered\ncorporations for taxable years beginning after December 31, 2022. While the corporate minimum tax law change has no immediate effect and is not expected to have a material\nadverse effect on the Company\u2019s results of operations going forward, the Company will continue to evaluate its impact as further information becomes available.\n\n\n\n\n 101\n\fTable of Contents\n\n Airbnb, Inc.\n Notes to Consolidated Financial Statements\n\n\nNote 14. Net Income (Loss) per Share\n\nThe following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years indicated (in millions, except per share\namounts):\n\n Year Ended December 31,\n 2020 2021 2022\nNet income (loss) $ (4,585) $ (352) $ 1,893\nAdd: convertible notes interest expense, net of tax \u2014 \u2014 4\nNet income (loss) - diluted $ (4,585) $ (352) $ 1,897\nWeighted-average shares in computing net income (loss) per share attributable to Class A and Class B c"}, {"title": "lyft.txt", "text": "ommon\n stockholders:\n Basic 284 616 637\n Effect of dilutive securities \u2014 \u2014 43\n Diluted 284 616 680\n\n\nNet income (loss) per share attributable to Class A and Class B common stockholders:\n Basic $ (16.12) $ (0.57) $ 2.97\n Diluted $ (16.12) $ (0.57) $ 2.79\n\n\nThe 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\nof 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\nconvertible 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.\nAs 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\nper 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.\n\nThere were no preferred dividends declared or accumulated for the years ended December 31, 2020, 2021, and 2022. As of December 31, 2020, 2021, and 2022, RSUs to be\nsettled in 12.0 million, 9.6 million, and 9.6 million, respectively, shares of Class A common stock were excluded from the table below because they are subject to market conditions\nthat were not achieved as of such date. As of December 31, 2020 and 2021, 0.5 million shares of RSAs were excluded from the table bel"}, {"title": "lyft.txt", "text": "ow because they are subject to\nperformance conditions that were not achieved as of such date. As of December 31, 2022, 0.3 million shares of RSAs were excluded from the table below because they are subject\nto 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\nended December 31, 2021. Refer to Note 9, Debt, for further information on the 2026 Notes.\n\nAdditionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\n2026 Notes(1) \u2014 11 \u2014\nWarrants8 8 \u2014\nEscrow shares 1 \u2014 \u2014\nStock options 41 24 1\nRSUs 36 26 9\nESPP 1 1 \u2014\n Total 87 70 10\n\n\n(1) Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporateevents that constitute a make-whole fundamental change are entitled to an increase in the\n conversion rate. The 11.1 million shares represents the maximum number of shares that could have been issued upon conversion after considering the make-whole fundamental change\n adjustment on an unweighted basis.\n\n\nNote 15. Employee Benefit Plan\n\nThe 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\ncontributions in certain investments at the discretion of the employee, up to maximum annual contribution subject to Internal Revenue Code limitations. The Company matched a\nportion of employee contributions totaling $22.4 million, $19.1 million, and $23.4 million for the years ended December 31, 2020, 2021, and 2022, respectively. Both employee\ncontributions and the Company\u2019s matching contributions are fully vested upon contribution.\n\n\n\n\n 102\n\fTable of Contents\n\n Airbnb, Inc."}, {"title": "lyft.txt", "text": "Notes to Consolidated Financial Statements\n\n\nNote 16. Geographic Information\n\nThe following table sets forth the breakdown of revenue by geography, determined based on the location of the Host\u2019s listing (in millions):\n\n Year Ended December 31,\n 2020 2021 2022\nUnited States $ 1,649 $ 2,996 $ 3,890\nInternational(1) 1,729 2,996 4,509\n Total revenue $ 3,378 $ 5,992 $ 8,399\n\n\n(1) No individual international country represented 10% or more of the Company\u2019s total revenue for years ended December 31, 2020, 2021, and 2022.\n\nThe following table sets forth the breakdown of long-lived assets based on geography (in millions):\n\n December 31,\n 2021 2022\nUnited States $ 330 $ 203\nIreland 57 36\nOther international 42 20\n Total long-lived assets$ 429 $ 259\n\n\nTangible long-lived assets as of December 31, 2021 and 2022 consisted of property and equipment and operating lease ROU assets. Long-lived assets attributed to the United\nStates, Ireland, and other international geographies are based upon the country in which the asset is located.\n\nNote 17. Restructuring\n\nDuring the year ended December 31, 2020, the Company experienced significant economic challenges associated with a severe decline in bookings, resulting primarily from COVID-\n19 and overall global travel restrictions. To address these impacts, in May 2020, the Company\u2019s management approved a restructuring plan to realign the Company\u2019s business and\nstrategic 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-\ntime employees, or approximately 1,800 employees, as well as a reduction in the contingent workforce and amendments to certain commercial agreements. These restructuring\nexpenses are included in the Company\u2019s consolidated statements of operations, and unpaid amounts are inc"}, {"title": "lyft.txt", "text": "luded in accrued expenses and other current liabilities on its\nconsolidated balance sheets. The cumulative restructuring charges as of December 31, 2022 was $353.3 million, for which the majority of these restructuring actions were\ncompleted in 2020. As of December 31, 2022, the restructuring liabilities were not material.\n\nFor 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,\n$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\nCompany 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\nleasehold improvements.\n\nIn 2022, the Company shifted to a remote work model, allowing its employees to work from anywhere in the country they currently work. The shift to a remote work model was in\ndirect response to the change in how employees work due to the impact of COVID-19. As a result, for the year ended December 31, 2022, the Company recorded restructuring\ncharges of $89.1 million, which include $80.5 million relating to an impairment of both domestic and international operating lease ROU assets, and $8.4 million of related leasehold\nimprovements.\n\nNote 18. Related Party Transactions\n\nAn individual who served as an executive officer of the Company through March 1, 2020, also served as a director of a payment processing vendor. The Company is party to a\nmerchant 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\nbase requirements pursuant to the agreement. The Company applies the transaction fees and incentives received to partially offset the merchant fees charged by the vendor. On\nMarch 1, 2020, this individual ceased as an employee of the Company and was appointed to the Company\u2019s board of directors.\n\nNet expense with this vendor was $210.9 million for the year ended December 31, 2020, and was included in cost of revenue in the consolidated statements of operations.\n\n\n\n\n 103"}, {"title": "lyft.txt", "text": "Airbnb, Inc.\n Schedule II\u2014Valuation and Qualifying Accounts\n\nThe 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,\n2020, 2021, and 2022 (in millions):\n\n Balance at Charges\n Beginning of Charged to Utilized/ Balance at\n Year Expenses Write-Offs End of Year\nCustomer Receivable Reserve\nYear Ended December 31, 2020 $ 51 $ 108 $ (68) $ 91\nYear Ended December 31, 2021 $91 $ 27 $ (87) $ 31\nYear Ended December 31, 2022 $ 31 $ 49 $ (41) $ 39\n\n\n Balance at Changes in\n Beginning of Additions for Estimates for Balance at\n Year Current Period Prior Periods Net Payments End of Year\nInsurance Liability\nYear Ended December 31, 2020 $ 73 $ 98 $ (21) $ (99) $ 51\nYear Ended December 31, 2021 $ 51 $ 85 $ 1 $ (90) $ 47\nYear Ended December 31, 2022"}, {"title": "lyft.txt", "text": "$ 47 $ 140 $ (5) $ (121) $ 61\n\n\n Balance at Charged Charged to\n Beginning of (Credited) to Other Balance at\n Year Expenses Accounts End of Year\nValuation Allowance on Deferred Tax Assets\nYear Ended December 31, 2020 $ 1,024 $ 1,029 $ \u2014 $ 2,053\nYear Ended December 31, 2021 $ 2,053 $ 1,211 $ \u2014 $ 3,264\nYear Ended December 31, 2022 $ 3,264 $ (98) $\u2014 $ 3,166\n\n\n\n\n 104\n\fItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\n\nNone.\n\nItem 9A. Controls and Procedures\n\nEvaluation of Disclosure Controls and Procedures\n\nOur management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of\nour disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-\nK. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of\nDecember 31, 2022, the end of the period covered by this Annual Report on Form 10-K, to provide reasonable assurance that information required to be disclosed by us in reports\nthat we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumu"}, {"title": "lyft.txt", "text": "lated\nand communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.\n\nManagement\u2019s Report on Internal Control over Financial Reporting\n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange\nAct). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of\nconsolidated financial statements for external purposes in accordance with generally accepted accounting principles.\n\nOur management, under the supervision of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over\nfinancial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the\nTreadway Commission. Based on this evaluation, management, including our principal executive officer and principalfinancial officer, concluded that our internal control over\nfinancial reporting was effective as of December 31, 2022.\n\nThe effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public\naccounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.\n\nChanges in Internal Control Over Financial Reporting\n\nThere were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31,\n2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\nLimitations on Controls\n\nOur disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management\ndoes not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no\nmatter how well designed and operated, is based up"}, {"title": "lyft.txt", "text": "on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no\nevaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our\ncompany have been detected.\n\nItem 9B. Other Information\n\nNone.\n\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections\n\nNot applicable.\n\n\n\n\n 105\n\f PART III\nItem 10. Directors, Executive Officers and Corporate Governance\n\nThe information required by this Item is incorporated by reference to the Company\u2019s 2023 Proxy Statement (the \u201c2023 Proxy Statement\u201d) to be filed with the SEC within 120 days\nafter December 31, 2022 in connection with the solicitation of proxies for the Company\u2019s 2023 annual meeting of stockholders.\n\nWe have adopted a Code of Ethics that applies to our officers, directors and employees, which is available on our website (investors.airbnb.com) under \u201cGovernance.\u201d The Code of\nEthics is intended to qualify as a \u201ccode of ethics\u201d within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K. In addition, we\nintend to promptly disclose on our website (investors.airbnb.com) (1) the nature of any amendment to our Code of Ethics that applies to our directors or our principal executive\nofficer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a\nprovision of our Code of Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver and the date of the waiver.\n\nItem 11. Executive Compensation\n\nThe information required by this Item is incorporated by reference to the 2023 Proxy Statement.\n\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\n\nThe information required by this Item is incorporated by reference to the 2023 Proxy Statement.\n\nItem 13. Certain Relationships and Related Transactions, and Director Independence\n\nThe information required by this Item is incorporated b"}, {"title": "lyft.txt", "text": "y reference to the 2023 Proxy Statement.\n\nItem 14. Principal Accountant Fees and Services\n\nThe information required by this Item is incorporated by reference to the 2023 Proxy Statement.\n\n\n\n\n 106\n\f PART IV\nItem 15. Exhibit and Financial Statement Schedules\n\n(a) Documents filed as part of this Annual Report on Form 10-K:\n\n(1) Consolidated Financial Statements\n\nOur consolidated financial statements are listed in the \u201cIndex to Consolidated Financial Statements and Schedule\u201d under Part II, Item 8 of this Annual Report on Form 10-K.\n\n(2) Financial Statement Schedules\n\nAll financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in Part II, Item 8 of this Annual Report on\nForm 10-K.\n\n(3) Exhibits\n\nThe documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as\nindicated herein (numbered in accordance with Item 601 of RegulationS-K).\n\nItem 16. Form 10-K Summary\n\nNone.\n\n Exhibit Index\n\n Incorporated by\n Reference\n Exhibit Filed\n Number Exhibit Description Form File Number Date Number Herewith\n 3.1 Restated Certificate of Incorporation of the Registrant 8-K 001-39778 12/14/2020 3.1\n 3.2 Amended and Restated Bylaws, of the Registrant 8-K 001-39778 12/14/2020 3.2\n 4.1 Description of Securities"}, {"title": "lyft.txt", "text": "10-K 001-39778 02/25/2022 4.1\n 4.2 Form of Class A Common Stock Certificate S-1 333-250118 11/16/2020 4.2\n 4.3 Form of Class B Common Stock Certificate S-8 333-251251 12/10/2020 4.6\n 4.4 Amended and Restated Investors\u2019 Rights Agreement, dated April 17, 2020, by and among the S-1 333-250118 11/16/2020 4.3\n Registrant and the investors listed therein\n 4.5 Amendment to Amended and Restated Investors\u2019 Rights Agreement, dated November 17, 2020, by S-1/A 333-250118 12/01/2020 4.4\n and among the Registrant and the Investors listed therein\n 4.6 Indenture, dated as of March 8, 2021, between Airbnb, Inc. and U.S. Bank National Association, as 8-K 001-39778 03/08/2021 4.1\n trustee\n 4.7 Form of Certificate representing the 0% Convertible Senior Notes due 2026 (included as Exhibit A 8-K 001-39778 03/0"}, {"title": "lyft.txt", "text": "8/2021 4.1\n to Exhibit 4.6)\n 4.8 Warrant Amendment Agreement No. 2, dated March 30, 2021, by and between the Registrant and 10-Q 001-39778 05/14/2021 4.3\n Redwood IV Finance 1, LLC\n 4.9 Warrant Amendment Agreement No. 2, dated March 30, 2021, by and between the Registrant and 10-Q 001-39778 05/14/2021 4.4\n SLP Constellation Aggregator II, LLC\n 4.10 Warrant Amendment Agreement No. 2, dated March 30, 2021, by and between the Registrant and 10-Q 001-39778 05/14/2021 4.5\n TAO Finance 1, LLC\n 4.11 Warrant to Purchase Class A Common Stock, dated April 17, 2020, issued to Redwood IV Finance S-1/A 333-250118 12/01/2020 4.5\n 1, LLC\n 4.12 Warrant to Purchase Class A Common Stock, dated May 19, 2020, issued to SLP Constellation S-1/A 333-250118 12/01/2020 4.6\n Aggregator II, L.P.\n 4.13 Warrant to Purchase Class A Common Stock, dated April 17, 2020, issued to TAO Finance 1, LLC S-1/A 333-250118 12/01/2020"}, {"title": "lyft.txt", "text": "4.7\n 4.14 Amended and Restated Warrant No. 1 to Purchase Class A Common Stock, dated October 18, 10-Q 001-39778 11/03/2022 4.1\n 2022, issued to TCS Finance (A), LLC\n 4.15 Amended and Restated Warrant No. 1 to Purchase Class A Common Stock, dated October 18, 10-Q 001-39778 11/03/2022 4.2\n 2022, issued to TCS Finance 1, LLC\n 4.16 Amended and Restated Warrant No. 1 to Purchase Class A Common Stock, dated October 18, 10-Q 001-39778 11/03/2022 4.3\n 2022, issued to Goldman Sachs & Co. LLC\n 10.1 Lease Agreement, dated June 9, 2017, by and among the Registrant and Big Dog Holdings LLC S-1 333-250118 11/16/2020 10.1\n 10.2 First Amendment to Lease Agreement by and among the Registrant and Big Dog Holdings LLC, S-1 333-250118 11/16/2020 10.2\n effective February 7, 2019\n\n\n\n\n 107"}, {"title": "lyft.txt", "text": "Incorporated by\n Reference\n Exhibit Filed\nNumber Exhibit Description Form File Number Date Number Herewith\n 10.3 Second Amendment to Lease Agreement by and among the Registrant and BCP-CG 650 10-Q 001-39778 11/03/2022 10.4\n PROPERTY LLC, effective September 27, 2022\n 10.4 Office Lease Agreement, dated April 26, 2012, by and among the Registrant and 888 Brannan LP S-1 333-250118 11/16/2020 10.3\n 10.5 First Amendment to Office Lease Agreement, dated December 10, 2013, by and among the S-1 333-250118 11/16/2020 10.4\n Registrant and 888 Brannan LP\n 10.6 Second Amendment to Office Lease Agreement, dated May 29, 2014, by and among the"}, {"title": "lyft.txt", "text": "Registrant S-1 333-250118 11/16/2020 10.5\n and 888 Brannan LP\n 10.7 Third Amendment to Office Lease Agreement, dated February 24, 2015, by and among the S-1 333-250118 11/16/2020 10.6\n Registrant and 888 Brannan LP\n 10.8 Fourth Amendment to Office Lease Agreement, dated May 13, 2015, by and among the Registrant S-1 333-250118 11/16/2020 10.7\n and 888 Brannan LP\n 10.9 Fifth Amendment to Office Lease Agreement, dated June 14, 2017, by and among the Registrant S-1 333-250118 11/16/2020 10.8\n and 888 Brannan LP\n 10.10 Sixth Amendment to Office Lease Agreement, dated September 26, 2019, by and among the S-1 333-250118 11/16/2020 10.9\n Registrant and 888 Brannan LP\n 10.11 Seventh Amendment to Office Lease Agreement, dated October 8, 2020, by and among the S-1 333-250118 11/16/2020 10.10\n Registrant and T-C 888 Brannan Owner LLC\n 10.12 Eight Amendment to Office Lease Agreement, dated September 28, 2021, by and among the 10-K 001-39778 02"}, {"title": "lyft.txt", "text": "/25/2022 10.11\n Registrant and T-C 888 Brannan Owner LLC\n 10.13 Ninth Amendment to Office Lease Agreement, dated October 18, 2022, by and among the 10-Q 001-39778 11/03/2022 10.3\n Registrant and T-C 888 Brannan Owner\n10.14(a)# 2008 Equity Incentive Plan S-1 333-250118 11/16/2020 10.11(a)\n10.14(b)# Form of Stock Option Grant Notice and Stock Option Agreement under 2008 Equity Incentive Plan S-1/A 333-250118 12/01/2020 10.11(b)\n10.14(c)# Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2008 S-1 333-250118 11/16/2020 10.11(c)\n Equity Incentive Plan\n10.15(a)# 2018 Equity Incentive Plan S-1/A 333-250118 12/01/2020 10.12(a)\n10.15(b)# Form of Stock Option Grant Notice and Stock Option Agreement under 2018 Equity Incentive Plan S-1 333-250118 11/16/2020 10.12(b)\n10.15(c)# Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2018"}, {"title": "lyft.txt", "text": "S-1 333-250118 11/16/2020 10.12(c)\n Equity Incentive Plan\n 10.16# Hotel Tonight, Inc. 2011 Equity Incentive Plan S-1 333-250118 11/16/2020 10.13\n10.17(a)# 2020 Incentive Award Plan S-1/A 333-250118 12/01/2020 10.14(a)\n10.17(b)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award S-1 333-250118 11/16/2020 10.14(b)\n Plan\n10.17(c)# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement S-1 333-250118 11/16/2020 10.14(c)\n under the 2020 Incentive Award Plan\n 10.18# Employee Stock Purchase Plan S-1/A 333-250118 12/01/2020 10.15\n 10.19# Employment Agreement by and between the Registrant and Brian Chesky S-1 333-250118 11/16/2020 10.16\n 10.20# Employment Agreement by and between the Registrant and Nathan Blecharczyk S-1"}, {"title": "lyft.txt", "text": "333-250118 11/16/2020 10.18\n 10.21# Employment Agreement by and between the Registrant and Dave Stephenson S-1 333-250118 11/16/2020 10.19\n 10.22# Employment Agreement by and between the Registrant and Aristotle Balogh S-1 333-250118 11/16/2020 10.20\n 10.23# Employment Agreement by and between the Registrant and Catherine Powell S-1/A 333-250118 12/01/2020 10.21\n 10.24# Non-Employee Director Compensation Program S-1/A 333-250118 12/01/2020 10.24\n 10.25# Form of Indemnification Agreement for Directors and Officers S-1 333-250118 11/16/2020 10.25\n 10.26 Nominating Agreement, dated as of November 27, 2020, by and among Brian Chesky, Joe Gebbia, S-1/A 333-250118 12/01/2020 10.29\n Nathan Blecharczyk and the Registrant\n 10.27 Voting Agreement, dated as of December 4, 2020, by and among Brian Chesky, Joe Gebbia, S-1/A 333-250118 12/07/2020 10.31\n Nathan Blecha"}, {"title": "lyft.txt", "text": "rczyk, and certain affiliated trusts and entities described therein\n 10.28 Form of Capped Call Confirmation 8-K 001-39778 03/08/2021 10.1\n 10.29 Form of Change in Control and Severance Agreement between the Registrant and its Executive 10-Q 001-39778 05/09/2022 10.1\n Officers\n 10.30 Advisor Agreement by and between the Registrant and Joe Gebbia, dated August 23, 2022 10-Q 001-39778 11/03/2022 10.1\n 10.31 Revolving Credit Agreement, dated October 31, 2022, by and among the Registrant, certain X\n subsidiaries of the Registrant, and Morgan Stanley Senior, as amended February 16, 2023\n 21.1 List of Subsidiaries X\n 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm X108\n\f Incorporated by\n Reference\n Exhibit Filed\n Number Exhibit Description Form File Number Date Number Herewith\n 24.1 Power of Attorney (included in signature pages hereto) X\n 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the X\n Securiti"}, {"title": "lyft.txt", "text": "es Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of\n 2002\n 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the X\n Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of\n 2002\n 32.1* Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. X\n Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002\n 101 The following financial statements from the Company\u2019s 10-K, formatted as Inline XBRL: (i) X\n Consolidated Balance Sheets, (ii) Consolidated Statements of Operations (iii), Consolidated\n Statements of Comprehensive Income, (iv) Consolidated Statements of Redeemable Convertible\n Preferred Stockand Stockholders\u2019 Equity (Deficit), (v) Consolidated Statements of Cash Flows, and\n (vi) Notes to consolidated financial statements\n 104 Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101) X\n\n\n# Indicates management contract or compensatory plan.\n* The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be\n incorporated by reference into any filing of Airbnb, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this\n Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.\n\n\n\n\n 109\n\f Signatures\n\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act o"}, {"title": "lyft.txt", "text": "f 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be\nsigned on its behalf by the undersigned, thereunto duly authorized.\n\n\n\n AIRBNB, INC.\n\n By: /s/ Brian Chesky\n Brian Chesky\nDate: February 17, 2023 Chief Executive Officer\n\n\n Power of Attorney\n\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Chesky, David E. Stephenson, and Rich Baer, and\neach one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in\nany and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the\nSecurities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue\nhereof.\n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the\ncapacities and on the dates indicated.\n\n\n Name and Signature Title Date\n\n /s/ Brian Chesky Chief Executive Officer and Director\n February 17, 2023\n Brian Chesky (Principal Executive Officer)\n\n\n /s/ David E. Stephenson"}, {"title": "lyft.txt", "text": "Chief Financial Officer\n February 17, 2023\n David E. Stephenson (Principal Financial Officer)\n\n\n /s/ David Bernstein Chief Accounting Officer\n February 17, 2023\n David Bernstein (Principal Accounting Officer)\n\n\n /s/ Angela Ahrendts\n Director February 17, 2023\n Angela Ahrendts\n\n /s/ Amrita Ahuja\n DirectorFebruary 17, 2023\n Amrita Ahuja\n\n /s/ Nathan Blecharczyk\n Director February 17, 2023\n Nathan Blecharczyk\n\n\n /s/ Kenneth Chenault\n Director February 17, 2023\n Kenneth Chenault\n\n\n /s/ Joseph Gebbia\n Director February 17, 2023\n Joseph Gebbia\n\n\n /s/ Belinda Johnson\n Director February 17, 2023\n Belinda Johnson/s/ Jeffrey Jordan\n Director February 17, 2023\n Jeffrey Jordan\n\n\n /s/ Alfred Lin\n Director February 17, 2023\n Alfred Lin\n\f110\n\f Exhibit 10.31\n\n\n\n\n REVOLVING CREDIT AGREEMENT\n\n dated as of October 31, 2022, among\n AIRBNB, INC.,\n as the Borrower,\n the GUARANTORS Party Hereto the LENDERS Party Hereto\n MORGAN STANLEY SENIOR FUNDING, INC.,\n as the Administrative Agent and an Issuing Bank,\n\nMORGAN STANLEY SENIOR FUNDING, INC., BOFA SECURITIES, INC., and\n GOLDMAN SACHS LENDING PARTNERS LLC,\n as Joint Lead Arrangers and Joint Bookrunners\n\nMORGAN STANLEY SENIOR FUNDING, INC., BANK OF AMERICA"}, {"title": "lyft.txt", "text": ", N.A.,\nGOLDMAN SACHS LENDING PARTNERS LLC, BARCLAYS BANK PLC,\n CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., and\n MIZUHO BANK, LTD.,\n as Syndication Agents\n\n BANK OF THE WEST, HSBC BANK USA, N.A.,\n ROYAL BANK OF CANADA, SANTANDER BANK, N.A., and\n STANDARD CHARTERED BANK,\n as Documentation Agents\n\f TABLE OF CONTENTS\n\n Page\n\n ARTICLE I\n\nDefinitions 5\n\nSECTION 1.01. Defined Terms 5\nSECTION 1.02. Classification of Loans and Borrowings 46\nSECTION 1.03. Terms Generally 46\nSECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 47\nSECTION 1.05. Currency Translation 49\nSECTION 1.06. Rounding 49\nSECTION 1.07. Interest Rates 49\nSECTION 1.08. Divisions 50\nSECTION 1.09. Times of Day 50\nSECTION 1.10. Timing of Payment and Performance 50\nSECTION 1.11. Letter of Credit Amounts 50\nSECTION 1.12. Consolidation of Variable Interest Entities 50\nSECTION 1.13. Sustaina"}, {"title": "lyft.txt", "text": "bility Adjustments 50\n\n ARTICLE II\n\nThe Credits 53\n\nSECTION 2.01. Commitments 53\nSECTION 2.02. Loans and Borrowings 53\nSECTION 2.03. Requests for Borrowings 54\nSECTION 2.04. Funding of Borrowings 54\nSECTION 2.05. Interest Elections 55\nSECTION 2.06. Termination and Reduction of Revolving Commitments 57\nSECTION 2.07. Repayment of Loans; Evidence of Debt 57\nSECTION 2.08. Prepayment of Loans 58\nSECTION 2.09. Fees 58\nSECTION 2.10. Interest 59\nSECTION 2.11. Inability to Determine Rates 60\nSECTION 2.12. Increased Costs; Illegality 63\nSECTION 2.13. Break Funding Payments 65\nSECTION 2.14. Taxes 66\nSECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs 70\nSECTION 2.16. Mitigation Obligations; Replacement of Lenders 71\nSECTION 2.17. Defaulting Lenders 72\nSECTION 2.18. Certain Permitted Amendments 74\nSECTION 2.19. Swingline Loans 75\nSECTION 2.20. Letters of Credit 77\nSECTION 2.21. Revolving Commitment Increase 81\n\n\n\n-i-\n\f Page\n\n ARTICLE III\n\nRepresentations and Warranties 82\n\nSECTION 3.01. Or"}, {"title": "lyft.txt", "text": "ganization; Powers 83\nSECTION 3.02. Authorization; Enforceability 83\nSECTION 3.03. Governmental Approvals; Absence of Conflicts 83\nSECTION 3.04. Financial Condition; No Material Adverse Change 83\nSECTION 3.05. Properties 84\nSECTION 3.06. Litigation and Environmental Matters 84\nSECTION 3.07. Compliance with Laws 84\nSECTION 3.08. Investment Company Status 85\nSECTION 3.09. Taxes 85\nSECTION 3.10. ERISA 85\nSECTION 3.11. Solvency 86\nSECTION 3.12. Disclosure 86\nSECTION 3.13. Federal Reserve Regulations 86\nSECTION 3.14. Use of Proceeds 86\nSECTION 3.15. Ranking of Obligations 87\nSECTION 3.16. Labor Matters 87\nSECTION 3.17. Subsidiaries 87\nSECTION 3.18. Beneficial Ownership Certification 87\n\n ARTICLE IV\n\nConditions 87\n\nSECTION 4.01. Effective Date 87\nSECTION 4.02. Each Revolving Credit Event 88\n\n ARTICLE V\n\nAffirmative Covenants 89\n\nSECTION 5.01. Financial Statements and Other Information 89\nSECTION 5.02. Notices of Material Events 91\nSECTION 5.03. Existence; Conduct of Business 91\nSECTION 5.04. Payment of Taxes 91\nSECTION 5.05. Maintenance of Properties and Rights 92\nS"}, {"title": "lyft.txt", "text": "ECTION 5.06. Insurance 92\nSECTION 5.07. Books and Records; Inspection and Audit Rights 92\nSECTION 5.08. Compliance with Laws 92\nSECTION 5.09. Use of Proceeds 93\nSECTION 5.10. Guaranty 93\nSECTION 5.11. [Reserved] 94\nSECTION 5.12. [Reserved] 94\nSECTION 5.13. Transactions with Affiliates 94\n\n\n\n-iv-\n\f Page\n\n ARTICLE VI\n\nNegative Covenants 96\n\nSECTION 6.01. Limitation on Non-Guarantor Subsidiary Indebtedness and Issuance of\n Non-Guarantor Preferred Stock 96\nSECTION 6.02. Liens 99\nSECTION 6.03. Sale/Leaseback Transactions 102\nSECTION 6.04. Fundamental Changes 102\nSECTION 6.05. Restrictive Agreements 103\nSECTION 6.06. Financial Covenants 104\n\n ARTICLE VII\n\nEvents of Default 104\n\nSECTION 7.01. Events of Default; Remedies 104\n\n ARTICLE VIII\n\nThe Administrative Agent 107\n\n ARTICLE IX"}, {"title": "lyft.txt", "text": "Miscellaneous 113\n\nSECTION 9.01. Notices 113\nSECTION 9.02. Waivers; Amendments 115\nSECTION 9.03. Expenses; Indemnity; Damage Waiver 117\nSECTION 9.04. Successors and Assigns 119\nSECTION 9.05. Survival 124\nSECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 124\nSECTION 9.07. Severability 125\nSECTION 9.08. Right of Setoff 125\nSECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 126\nSECTION 9.10. WAIVER OF JURY TRIAL 127\nSECTION 9.11. Headings 127\nSECTION 9.12. Confidentiality 127\nSECTION 9.13. Interest Rate Limitation 128\nSECTION 9.14. USA PATRIOT Act Notice 128\nSECTION 9.15. No Fiduciary Relationship 128\nSECTION 9.16. Non-Public Information 129\nSECTION 9.17. Erroneous Payments 129\nSECTION 9.18. Acknowledgement and Consent to Bail-In of Affected Financial\n Institutions 131\nSECTION 9.19. Acknowledgement Regarding Any Supported QFCs 132\nSECTION 9.20. Payments Set Aside 133\nSECTION 9.21. Judgment Currency 133\n\n\n\n-iii-\n\f Page\n\n ARTICLE X\n\nGuarantees 133\n\nSECTION 10.01. The Guar"}, {"title": "lyft.txt", "text": "antees 133\nSECTION 10.02. Guarantee Unconditional 134\nSECTION 10.03. Discharge Only upon Payment in Full; Reinstatement in Certain\n Circumstances 135\nSECTION 10.04. Subrogation 135\nSECTION 10.05. Waivers 135\nSECTION 10.06. Limit on Liability 135\nSECTION 10.07. Stay of Acceleration 135\nSECTION 10.08. Benefit to Guarantors 135\nSECTION 10.09. Guarantor Covenants 135\nSECTION 10.10. Continuing Guarantee 136\n\nSCHEDULES:\n\nSchedule 1.01(a) \u2014 Disqualified Institutions Schedule 1.01(b) \u2014 Immaterial\nSubsidiaries Schedule 1.13 \u2014 Sustainability Provisions Schedule 2.01 \u2014\nCommitments\nSchedule 2.20 \u2014 Existing Letters of Credit Schedule 3.06 \u2014 Litigation\nSchedule 3.16 \u2014 Labor Matters Schedule 3.17 \u2014 Subsidiaries Schedule\n6.01 \u2014 Existing Indebtedness Schedule 6.02 \u2014 Existing Liens\nSchedule 6.03 \u2014 Certain Sale/Leaseback Transactions Schedule 6.05 \u2014 Restrictive\nAgreements\nSchedule 9.01 \u2014 Administrative Agent\u2019s Office; Certain Addresses for Notices EXHIBITS:\nExhibit A \u2014 Form of Assignment and Assumption Exhibit B \u2014 Form of Borrowing\nRequest\nExhibit C \u2014 Form of Compliance Certificate Exhibit D \u2014 Form of Interest Election\nRequest Exhibit E \u2014 Form of Solvency Certificate\nExhibit F \u2014 For"}, {"title": "lyft.txt", "text": "m of Additional Guarantor Supplement Exhibit G \u2014 Form of Notice of Loan\nPrepayment Exhibit H \u2014 Form of U.S. Tax Compliance Certificates Exhibit I \u2014 Form of\nPricing Certificate\n\n\n\n-iv-\n\f REVOLVING CREDIT AGREEMENT dated as of October 31, 2022, among AIRBNB, INC., a Delaware corporation (the\n\u201cBorrower\u201d), the GUARANTORS party hereto, the LENDERS party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the\nAdministrative Agent.\n\n The parties hereto agree as follows:\n\n ARTICLE I\n\n Definitions\n\n SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:\n\n \u201cABR\u201d, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are\nbearing interest at a rate determined by reference to the Alternate Base Rate.\n\n \u201cAccepting Lenders\u201d has the meaning specified in Section 2.18(a).\n\n \u201cAcquired Debt\u201d means, with respect to any specified Person:\n\n (1) Indebtedness of any other Person existing at thetime such other Person is merged with or into or became a Subsidiary of such\nspecified Person, including Indebtedness incurred in connection with, or in contemplation of, or to provide all or any portion of the funds or\ncredit support utilized in connection with, such other Person merging with or into, or becoming a Subsidiary of, such specified Person;\nprovided, however, that any Indebtedness of such acquired Person that is redeemed, defeased, retired or otherwise repaid at the time of or\nimmediately upon consummation of the transactions by which such Person merges with or into, consolidates, amalgamates or otherwise\ncombines with or becomes a Subsidiary of such Person shall not be considered to be Acquired Debt; and\n\n (2) Indebtedness secured by an existing Lien encumbering any asset acquired by such specified\nPerson.\n\n \u201cAcquired EBITDA\u201d means, with respect to any Acquired Entity or Business for any period, the amount for such period of\nConsolidated EBITDA of such Acquired Entity or Business (determined as if references to the Borrower and the Subsidiaries in the definition\nof Consolidated EBITDA were references to such Acquired Entity or Business and its Subsid"}, {"title": "lyft.txt", "text": "iaries), as applicable, all as determined on a\nconsolidated basis for such Acquired Entity or Business, as applicable.\n\n \u201cAcquired Entity or Business\u201d has the meaning specified in the definition of \u201cConsolidated EBITDA\u201d.\n\n \u201cAcquisition\u201d means any acquisition, or series of related acquisitions (including pursuant to any amalgamation, merger or\nconsolidation), of property that constitutes (a) assets comprising all or substantially all of a division, business or operating unit or product line\nof any Person or (b) all or substantially all of the Equity Interests in a Person.\n\n \u201cAcquisition Indebtedness\u201d means any Indebtedness of the Borrower or any Subsidiary that has been incurred for the purpose of\nfinancing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion\nof any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (x) the release of\nthe\n\n\n\n-5-\n\fproceeds thereof to the Borrower and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition\n(and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is\notherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or\notherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are\nrequired to be, promptly applied to satisfy and discharge all obligations of the Borrower and the Subsidiaries in respect of such Indebtedness)\nor (y) such Indebtedness contains a \u201cspecial mandatory redemption\u201d provision (or a similar provision) if such Acquisition is not consummated\nby the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such\nindebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such\nAcquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such \u201cspecial mandatory\nredemption\u201d (or similar) provision is required to be, redeemed or otherwise satisfied and discharged promptly after such t"}, {"title": "lyft.txt", "text": "ermination or such\nspecified date, as the case may be).\n\n \u201cAdditional Guarantor Supplement\u201d has the meaning specified in Section 10.01.\n\n \u201cAdditional Lender\u201d has the meaning assigned to such term in Section 2.21(a).\n\n \u201cAdjusted Daily Simple RFR\u201d means, (i) with respect to any Borrowing denominated in Sterling, an interest rate per annum equal to\n(a) the Daily Simple RFR for Sterling, plus (b)(1) to the extent the Interest Payment Date occurs every month, 0.0326% and (2) to the extent\nthe Interest Payment Date occurs every three months, 0.1193% and (ii) with respect to any RFR Borrowing denominated in dollars, an interest\nrate per annum equal to (a) the Daily Simple RFR for dollars, plus (b) 0.100%; provided that if the Adjusted Daily Simple RFR Rate as so\ndetermined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.\n\n \u201cAdjusted EURIBOR Rate\u201d means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an\ninterest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if\nthe Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the\npurposes of this Agreement.\n\n \u201cAdjusted Term SOFR Rate\u201d means, with respect to any Term Benchmark Borrowing denominated in dollars for any Interest Period,\nan interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.100%; provided that if the Adjusted Term\nSOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this\nAgreement.\n\n \u201cAdministrative Agent\u201d means Morgan Stanley, in its capacity as the administrative agent under the Loan Documents, and its\nsuccessors in such capacity as provided in Article VIII.\n\n \u201cAdministrative Questionnaire\u201d means an Administrative Questionnaire in a form supplied by the Administrative Agent.\n\n \u201cAffected Financial Institution\u201d means (a) any EEA Financial Institution or (b) any UK Financial Institution.\n\n \u201cAffiliate\u201d means, with respect to a specified Person, another Person that directly or indirectly Controls, is Controlled by or is under\ncommon Control with the Person specified.\n\n\n\n-6-"}, {"title": "lyft.txt", "text": "\u201cAggregate Revolving Commitment\u201d means the sum of the Revolving Commitments of all the Lenders.\n\n \u201cAggregate Revolving Exposure\u201d means the sum of the Revolving Exposures of all the Lenders.\n\n \u201cAgreement\u201d means this Revolving Credit Agreement.\n\n \u201cAgreed Currencies\u201d means dollars and each Alternative Currency.\n\n \u201cAlternate Base Rate\u201d means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the\nFederal Funds Effective Rate in effect on such day plus \u00bd of 1.00% per annum and (c) the Adjusted Term SOFR Rate for a one month Interest\nPeriod as published two U.S. Government Securities Business Days prior to such date (or if such day is not a Business Day, the immediately\npreceding Business Day) plus 1.0%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective\nRate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal\nFunds Effective Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest\npursuant to Section 2.11 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without\nreference to clause (c) above.\n\n \u201cAlternative Currency\u201d means Sterling, Euros, Singapore Dollars, Yen and Australian Dollars.\n\n \u201cAnti-Corruption Laws\u201d means the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. \u00a7\u00a7 78dd-1, et seq.,\nthe Bribery Act 2010 of the United Kingdom, and all other laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of\nits Affiliates from time to time concerning or relating to bribery, corruption or money laundering.\n\n \u201cApplicable Creditor\u201d has the meaning set forth in Section 9.21.\n\n \u201cApplicable Issuing Bank\u201d means, with respect to any Letter of Credit, the Issuing Bank that has issued or shall issue such Letter of\nCredit, and with respect to any LC Disbursement, the Issuing Bank that has made such LC Disbursement.\n\n \u201cApplicable Rate\u201d means, for any day, with respect to any Loan that is an ABR Loan, a CBR Loan, an RFR Loan or a Term\nBenchmark Loan or with respect to the Revolving Commitment Fees, the applicable rate per annum set forth below under the"}, {"title": "lyft.txt", "text": "applicable\ncaption \u201cABR Spread\u201d, \u201cCBR Spread\u201d, \u201cTerm Benchmark Spread\u201d or \u201cRFR Spread\u201d or \u201cRevolving Commitment Fee Rate\u201d, as the case may\nbe, based upon the Senior Unsecured Ratings or, if applicable, the Leverage Ratio in effect on such date, as set forth below.\n\n\n RFR Spread or\n Term Benchmark Revolving\n Spread Commitment\n ABR Spread or (per annum)\n Senior Unsecured Ratings CBR Spread (per Fee Rate (per\n (S&P/Moody\u2019s) Leverage Ratio annum) annum)\n\n Level 1\n Level 1 < 1.00x 0.000% 1.000% 0.100%\n BBB+/Baa1 or above\n\n\n\n\n-7-RFR Spread or\n Term Benchmark Revolving\n ABR Spread or Spread Commitment\n CBR Spread (per (per annum) Fee Rate (per\n Senior Unsecured Ratings\n (S&P/Moody\u2019s) Leverage Ratio annum) annum)\n\n\n Level 2 Level 2 0.125% 1.125% 0.125%\n BBB/Baa2 > 1.00x and <\n 1.50x\n Level 3 Level 3 0.250% 1.250% 0.150%\n BBB-/Baa3 > 1.50x and <\n 2.50x\n Level 4 Level 4"}, {"title": "lyft.txt", "text": "0.500% 1.500% 0.200%\n BB+/Ba1 or lower > 2.50x\n\n\nFor purposes of the foregoing, (a) if any Rating Agency shall not have in effect a Senior Unsecured Rating (other than by reason of the\ncircumstances referred to in the last sentence of this paragraph), then (i) if only one Rating Agency shall not have in effect a Senior Unsecured\nRating, the Level then in effect shall be determined by reference to the remaining effective Senior Unsecured Rating and (ii) if no Rating\nAgency shall have in effect a Senior Unsecured Rating, then the Applicable Rate shall be determined by reference to the Leverage Ratio, (b) if\nthe Senior Unsecured Ratings in effect or deemed to be in effect shall fall within different Levels, then the Level then in effect shall be based\non the higher of the two Senior Unsecured Ratings unless one of the two Senior Unsecured Ratings is two or more Levels lower than the other,\nin which case the Level then in effect shall be determined by reference to the Level next below that of the higher of the two Senior Unsecured\nRatings, and (c) if the Senior Unsecured Ratings established or deemed to have been established by either Rating Agency shall be changed\n(other than as a result of a change in the rating system of such Rating Agency), such change shall be effective as of the date on which it is first\npublicly announced by such Rating Agency, irrespective of when notice of such change shall have been furnished by the Borrower to the\nAdministrative Agent and the Lenders pursuant to this Agreement or otherwise. Each change in the Applicable Rate for any change in Senior\nUnsecured Ratings shall apply during the period commencing on the effective date of such change and ending on the date immediately\npreceding the effective date of the next such change. Each change in the Applicable Rate for any change in the Leverage Ratio shall apply\nduring the period commencing on delivery of a Compliance Certificate reflecting such change in Leverage Ratio and ending on the date\nimmediately preceding the effective date of the next such change in the Leverage Ratio. If the rating system of (i) one of the Rating Agencies\nshall change, or if one of the Rating Agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the\nLenders shall negotiate in good faith"}, {"title": "lyft.txt", "text": "to amend this definition to reflect such changed rating system or the unavailability of a Senior Unsecured\nRating from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference\nto the Senior Unsecured Rating of the other Rating Agency or (ii) both Rating Agencies shall change, or if both Rating Agencies shall cease to\nbe in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to\nreflect such changed rating system or the unavailability of a Senior Unsecured Rating from both Rating Agencies and, pending the\neffectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Leverage Ratio. For the avoidance of doubt,\nthe Applicable Rate shall only be determined by reference to the Leverage Ratio under the circumstances set forth in clause (a)(ii) of the first\nsentence of this paragraph or in clause (ii) of the preceding sentence.\n\n\n\n-8-\n\f It is hereby understood and agreed that the Applicable Rate with respect to ABR Loans, RFR Loans, Term Benchmark Loans and the\nRevolving Commitment Fee Rate shall beadjusted from time to time based upon the Sustainability Margin Adjustment and the Sustainability\nFee Adjustment (to be calculated and applied as set forth in Section 1.13); provided that in no event shall the Applicable Rate be less than\n0.000%.\n\n \u201cApproved Fund\u201d means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in\ncommercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender,\n(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.\n\n \u201cArrangers\u201d means Morgan Stanley, BofA Securities, Inc. and Goldman Sachs Lending Partners LLC in their capacities as joint lead\narrangers and bookrunners for the Revolving Facility.\n\n \u201cAssignment and Assumption\u201d means an assignment and assumption entered into by a Lender and an Eligible Assignee, with the\nconsent of any Person whose consent is required by Section 9.04, and accepted by the Administrative Agent, in the form of Exhibit A or any\nother form approved by the Administrative Agent.\n\n \u201cAssumption Agreement\u201d has the meaning s"}, {"title": "lyft.txt", "text": "et forth in Section 6.04(a).\n\n \u201cAttributable Debt\u201d means, with respect to any Sale/Leaseback Transaction, the present value (discounted at the rate set forth or\nimplicit in the terms of the lease included in such Sale/Leaseback Transaction) of the total obligations of the lessee for rental payments (other\nthan amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and\nother items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale/Leaseback\nTransaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon\npayment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination on the first date such\nlease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as\nrequired to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined\nassuming no such termination.\n\n \u201cAustralian Dollars\u201d means lawful money of the Commonwealth of Australia.\n\n \u201cAvailable Revolving Commitment\u201d means, at any time, the aggregate Revolving Commitments then in effect minus the sum of (a)\nthe outstanding principal amount of Loans (but excluding Swingline Loans) of all Lenders at such time plus (b) the LC Exposure of all\nLenders at such time.\n\n \u201cAvailable Tenor\u201d means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as\napplicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining\nthe length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such\nBenchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with\nrespect to such Benchmark pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such\nBenchmark that is then-removed from the definition of \u201cInterest Period\u201d pursuant to clause (e) of Section 2.11.\n\n \u201cBail-In Action\u201d means the e"}, {"title": "lyft.txt", "text": "xercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of\nany liability of an Affected Financial Institution.\n\n\n\n-9-\n\f \u201cBail-In Legislation\u201d means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the\nEuropean Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member\nCountry from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the\nUnited Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom\nrelating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through\nliquidation, administration or other insolvency proceedings).\n\n \u201cBankruptcy Event\u201d means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency\nproceeding, or has had a receiver, liquidator, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar\nPerson charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative\nAgent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment\n(unless, in the case of any such Person that is a Lender hereunder, the Borrower, the Administrative Agent, the Issuing Banks and the\nSwingline Lender shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations\nas a Lender hereunder); provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any\nownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide\nsuch Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs\nof attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements\nmade by such Person.\n\n \u201cBBSY Rate\u201d means the rate per annum equ"}, {"title": "lyft.txt", "text": "al to the Bank Bill Swap Reference Bid Rate, as published on the applicable Reuters\nscreen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from\ntime to time) two (2) Business Days prior to the commencement of an Interest Period with a term equivalent to such Interest Period; provided\nthat if the BBSY Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of\nthis Agreement.\n\n \u201cBenchmark\u201d means, initially, with respect to any (i) any Term Benchmark Borrowing denominated in dollars, the Adjusted Term\nSOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to\nany Term Benchmark Borrowing denominated in Australian Dollars, the BBSY Rate, (iv) with respect to any Term Benchmark Borrowing\ndenominated in Yen, the TIBOR Rate, (v) with respect to any RFR Borrowing denominated in Sterling, the applicable Adjusted Daily Simple\nRFR, (vi) with respect to any RFR Borrowing denominated in Singapore Dollars, the applicable Daily Simple RFR or (vii) with respect to\nany RFR Borrowing denominated in dollars, the Adjusted Daily Simple SOFR Rate (to the extent applicable pursuant to Section 2.11);\nprovided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable\nRelevant Rate or the then- current Benchmark for such Agreed Currency, then \u201cBenchmark\u201d means the applicable Benchmark Replacement\nto the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.11.\n\n \u201cBenchmark Replacement\u201d means, for any Available Tenor, the first alternative set forth in the order below that can be determined by\nthe Administrative Agent for the applicable Benchmark Replacement Date:\n\n (1) in the case of any Loans denominated in dollars, the Adjusted Daily Simple RFR;\n\n\n\n-10-\n\f (2) in the case of any Loans denominated in Euros, the sum of (a) the Daily Simple ESTR and (b) the related Benchmark\nReplacement Adjustment;\n\n (3) the sum of (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the\nreplacement for the then-current Benchmark for the applicable Corresponding Tenor giving"}, {"title": "lyft.txt", "text": "due consideration to (i) any selection or\nrecommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)\nany evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for\nsyndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark\nReplacement Adjustment;\n\n If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark\nReplacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.\n\n \u201cBenchmark Replacement Adjustment\u201d means, with respect to any replacement of the then- current Benchmark with an Unadjusted\nBenchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or\nnegative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving\ndue consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread\nadjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental\nBody on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread\nadjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable\nUnadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.\n\n \u201cBenchmark Replacement Conforming Changes\u201d means, with respect to any Benchmark Replacement and/or any Term Benchmark\nLoan, any technical, administrative or operational changes (including changes to the definition of \u201cAlternate Base Rate,\u201d the definition of\n\u201cBusiness Day,\u201d the definition of \u201cU.S. Government Securities Business Day,\u201d the definition of \u201cRFR Business Day,\u201d the definition of\n\u201cInterest Period,\u201d timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment,\nconversion or continuation notices, length of lookback periods, the a"}, {"title": "lyft.txt", "text": "pplicability of breakage provisions, and other technical, administrative or\noperational matters) that the Administrative Agent (in consultation with the Borrower) decides may be appropriate to reflect the adoption and\nimplementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent\nwith market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively\nfeasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other\nmanner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary in connection with\nthe administration of this Agreement and the other Loan Documents).\n\n \u201cBenchmark Replacement Date\u201d means, with respect to any Benchmark, the earliest to occur of the following events with respect to\nsuch then-current Benchmark:\n\n (1) in the case of clause (1) or (2) of the definition of \u201cBenchmark Transition Event\u201d, the later of (a) the date of the public\n statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the\n published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such\n Benchmark (or such component thereof); or\n\n\n\n-11-\n\f 1. in the case of clause (3) of the definition of \u201cBenchmark Transition Event\u201d, the first date on which all Available\n Tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the\n regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided,\n that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such\n clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.\n\n For the avoidance of doubt, the \u201cBenchmark Replacement Date\u201d will be deemed to have occurred in the case of clause (1) or (2) with\nrespect to any Benchmark upon the occurrence of the applicable event or events set"}, {"title": "lyft.txt", "text": "forth therein with respect to all then-current Available\nTenors of such Benchmark (or the published component used in the calculation thereof).\n\n \u201cBenchmark Transition Event\u201d means, with respect to any Benchmark, the occurrence of one or more of the following events with\nrespect to such then-current Benchmark:\n\n (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the\n published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all\n Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such\n statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or\n such component thereof);\n\n (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark\n (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR\n Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over\n the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such\n Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such\n Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has\n ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely;\n provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any\n Available Tenor of such Benchmark (or such component thereof); or\n\n (3) a public statement or publication of information by the regulatory supervisor for the administrator of such\n Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark\n (or such component thereof) are no longer, or as of a"}, {"title": "lyft.txt", "text": "specified future date will no longer be, representative.\n\n For the avoidance of doubt, a \u201cBenchmark Transition Event\u201d will be deemed to have occurred with respect to any Benchmark if a\npublic statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such\nBenchmark (or the published component used in the calculation thereof).\n\n \u201cBenchmark Unavailability Period\u201d means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a\nBenchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has\nreplaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11 and (y)\nending at\n\n\n\n-12-\n\fthe time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in\naccordance with Section 2.11.\n\n \u201cBeneficial Ownership Certification\u201d means a certification regarding beneficial ownership as required by the Beneficial Ownership\nRegulation.\n\n \u201cBeneficial Ownership Regulation\u201d means 31 C.F.R. \u00a71010.230.\n\n \u201cBenefit Plan\u201d means any of (a) an \u201cemployee benefit plan\u201d (as defined in ERISA) that is subject to Title I of ERISA, (b) a \u201cplan\u201d as\ndefined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise\nfor purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such \u201cemployee benefit plan\u201d or \u201cplan\u201d.\n\n \u201cBoard of Governors\u201d means the Board of Governors of the Federal Reserve System of the United States of America.\n\n \u201cBorrower\u201d has the meaning assigned to such term in the preamble.\n\n \u201cBorrowing\u201d means (a) Loans of the same Type made, converted or continued on the same date and, in the case of Term Benchmark\nLoans, as to which a single Interest Period is in effect and (b) a Swingline Loan.\n\n \u201cBorrowing Request\u201d means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be, in the case\nof any such written request, in the form of Exhibit B or any other form approved by the Administrative Agent.\n\n \u201cBusiness Day\u201d means, as applicable, (a) any day that is not a Saturday, Sunday or other day on which commercial ba"}, {"title": "lyft.txt", "text": "nks in New\nYork City are authorized or required by law to remain closed, (b) in relation to Loans denominated in Euros, any day which is a TARGET\nDay, (c) in relation to any Loans denominated in Sterling, a day other than a day banks are closed for general business in London because such\nday is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom, (d) in relation to Loans denominated in Yen, a day other\nthan when banks are closed for general business in Japan and (e) in relation to any Loan denominated in any other Alternative Currency, any\nsuch day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.\n\n \u201cCanadian dollars\u201d or \u201cC$\u201d means dollars in lawful currency of Canada.\n\n \u201cCapital Lease Obligations\u201d of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or\nother arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be\nclassified and accounted for as capital leases on a balance sheet of such Person under GAAP; and the amount of such obligations shall be the\ncapitalized amount thereof determined in accordance with GAAP. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to\nbe secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.\n\n \u201cCash Equivalents\u201d means:\n\n (a) dollars, Canadian Dollars, Euros, Sterling, Australian Dollars, Yen and Singapore\n Dollars;\n\n\n\n-13-\n\f a. in the case of the Borrower or a Subsidiary, such local currencies held by them from time to time in the ordinary\n course of business;\n\n b. securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any\n agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such\n government with maturities of 24 months or less from the date of acquisition;\n\n c. certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of\n acquisition, bankers\u2019 acceptances with maturities not exceeding one year and overnight bank deposits"}, {"title": "lyft.txt", "text": ", in each case with any\n commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S.\n dollar equivalent as of the date of determination) in the case of non-U.S. banks;\n\n d. repurchase obligations for underlying securities of the types described in clauses (c) and (d) entered into with any\n financial institution meeting the qualifications specified in clause (d) above;\n\n (f) commercial paper rated at least P-2 by Moody\u2019s or at least A-2 by S&P and in each case maturing within 24 months\n after the date of creation thereof;\n\n (g) marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from either Moody\u2019s\n or S&P, respectively (or, if at any time neither Moody\u2019s nor S&P shall be rating such obligations, an equivalent rating from another\n Rating Agency) and in each case maturing within 24 months after the date of creation thereof;\n\n (h) investment funds investing 95% of their assets in securities of the types described in clauses (a) through (g) above;\n\n (i) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any\n political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody\u2019s or S&P with maturities of\n 24 months or less from the date of acquisition;\n\n (j) [Reserved];\n\n (k) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated\n AAA (or the equivalent thereof) or better by S&P or Aaa (or the equivalent thereof) or better by Moody\u2019s;\n\n (l) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all\n the investments of which are one or more of the types of securities described in clauses (a) through (k) above; and\n\n (m) in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the\n foregoing clauses (a) through (l) or other high quality short term investments, in each case, customarily utilized in countries in which\n such Foreign Subsidiar"}, {"title": "lyft.txt", "text": "y operates for short term cash management purposes.\n\n Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in\nclauses (a) and (b) above, provided that such amounts are\n\n\n\n-14-\n\fconverted into any currency listed in clause (a) and (b) as promptly as practicable and in any event within ten Business Days following the\nreceipt of such amounts.\n\n \u201cCash Management Obligations\u201d means Obligations under any facilities or services related to cash management, including\ntreasury, depository, overdraft, credit or debit card, automated clearing house fund transfer services, purchase card, electronic funds\ntransfer (including non-card e-\npayables services) and other cash management arrangements and commercial credit card and merchant card services.\n\n \u201cCash Pooling Arrangements\u201d means a deposit account arrangement among a single depository institution, the Borrower and one or\nmore Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located\noutside of the United States and any States and territories thereof) with such institution by the Borrower and such Foreign Subsidiaries for\ncash management purposes.\n\n \u201cCFC\u201d means a Foreign Subsidiary of the Borrower that is a \u201ccontrolled foreign corporation\u201d within the meaning of Section 957\nof the Code.\n\n \u201cCBR Loan\u201d means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.\n\n \u201cCBR Spread\u201d means the Applicable Rate, applicable to such Loan that is replaced by a CBR\nLoan.\n\n \u201cCentral Bank Rate\u201d means, (A) the greater of (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor\nthereto)\u2019s \u201cBank Rate\u201d as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three\nrates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the\nEuropean Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations\nof the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from\ntime to time, (2) the rate for the marginal lending facil"}, {"title": "lyft.txt", "text": "ity of the European Central Bank (or any successor thereto), as published by the\nEuropean Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the\nParticipating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Yen, the \u201cshort-\nterm prime rate\u201d as publicly announced by the Bank of Japan (or any successor thereto) from time to time and (d) any other Alternative\nCurrency, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) the Floor; plus (B) the applicable\nCentral Bank Rate Adjustment.\n\n \u201cCentral Bank Rate Adjustment\u201d means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may\nbe a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding\nsuch day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted\nEURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last\nBusiness Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average\nof Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA\nwas available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of\nfive RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period, (c)\nYen, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the TIBOR Rate\n\n\n\n-15-\n\ffor the five most recent Business Days preceding such day for which TIBOR was available (excluding, from such averaging, the highest and\nthe lowest such TIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Yen in effect\non the last Business Day in such period and (d) any other Alternative Currency, a Central Bank Rate Adjustment as determined by the\nAdministrative Agent in its reasonable discretion. For purposes of this definition, ("}, {"title": "lyft.txt", "text": "x) the term Central Bank Rate shall be determined\ndisregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate and the TIBOR Rate on any day shall be based on\nthe EURIBOR Screen Rate and the TIBOR Rate on such day at approximately the time referred to in the definition of such term for deposits\nin the applicable Agreed Currency for a maturity of one month.\n\n A \u201cChange in Control\u201d shall be deemed to have occurred if (a) any Person or group of Persons (as such terms are used in Sections\n13(d) and 14(d) of the Securities Exchange Act of 1934 as in effect on the date hereof, but excluding any employee benefit plan of the\nBorrower and its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such\nplan), shall have acquired beneficial ownership (within the meaning of Section 13(d) or 14(d) of the Exchange Act and the applicable rules\nand regulations thereunder) of more than 35% of the outstanding Voting Shares in the Borrower or (b) a \u201cchange in control\u201d (or similar event,\nhowever denominated), under and as defined in any indenture, credit agreement or other agreement or instrument evidencing, governing the\nrights of the holders of or otherwise relating to any Material Indebtedness of the Borrower or any Subsidiary, shall have occurred with respect\nto the Borrower.\n\n \u201cChange in Law\u201d means the occurrence, after the date of this Agreement, of any of the following:\n(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the\nadministration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any\nrequest, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding\nanything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or\ndirectives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives\npromulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)\nor the United States or foreign regulatory authorities, in each case purs"}, {"title": "lyft.txt", "text": "uant to Basel III, shall in each case be deemed to be a \u201cChange in\nLaw\u201d, regardless of the date enacted, adopted, promulgated or issued or implemented.\n\n \u201cCharges\u201d has the meaning set forth in Section 9.13.\n\n \u201cCME Term SOFR Administrator\u201d means CME Group Benchmark Administration Limited as administrator of the forward-looking\nterm Secured Overnight Financing Rate (SOFR) (or a successor administrator). The market data is the property of Chicago Mercantile\nExchange Inc. or its licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange Inc.\n\n \u201cCode\u201d means the U.S. Internal Revenue Code of 1986, as amended.\n\n \u201cCommunications\u201d means, collectively, any notice, demand, communication, information, document or other material provided by or\non behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative\nAgent or any Lender by means of electronic communications pursuant to Section 9.01, including through the Platform.\n\n \u201cCompliance Certificate\u201d means a Compliance Certificate substantially in the form of Exhibit C or any other form approved by theAdministrative Agent in its reasonable discretion.\n\n\n\n-16-\n\f \u201cConsolidated EBITDA\u201d means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to\nConsolidated Net Income for such period plus the following to the extent deducted in calculating such Consolidated Net Income:\n\n (a) provision for income taxes,\n\n (b) interest expense and other income (expense),\n\n (c) depreciation and amortization expense (including amortization or impairment of Intangible Assets for Acquisitions or\n Dispositions) for such period,\n\n (d) stock-based compensation expense,\n\n (e) restructuring charges,\n\n (f) payroll taxes on exercise of stock options or vesting of restricted stock units or other equity awards in such period,\n\n (g) impairment of goodwill or other assets in such period,\n\n (h) extraordinary charges or losses,\n\n (i) any GAAP transaction expenses related to Acquisitions or Dispositions,\n\n (j) (x) unrealized net losses on obligations under any Swap Contract or other deri"}, {"title": "lyft.txt", "text": "vative instruments and from the\n revaluation of foreign currency denominated assets or liabilities, (y) bank and letter of credit fees and other financing fees and (z)\n costs of equity or debt offerings, including surety bonds, in connection with financing activities,\n\n (k) any other non-cash expenses, non-cash losses and non-cash charges, including any write-offs or write-downs reducing\n Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential\n cash items in any future period, (A) the Borrower may elect not to add back such non-cash charge in the current period and (B) to the\n extent the Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be\n subtracted from Consolidated EBITDA to such extent), but excluding amortization of a prepaid cash item that was paid in a prior\n period,\n\n (l) \u201crun rate\u201d cost savings, operating expense reductions and synergies related to mergers and other business\n combinations, acquisitions, divestitures, restructurings, cost savings initiatives and other similar initiatives consummated after the\n Effective Date that are reasonably identifiable and factually supportable and projected by the Borrower, in good faith to result from\n actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the reasonable\n and good faith determination of the Borrower and as certified to by the chief executive officer, chief financial officer, treasurer, chief\n accounting officer or controller of the Borrower in a certificate delivered to the Administrative Agent), within 24 months after a\n merger or other business combination, acquisition, divestiture, restructuring, cost savings initiative or other initiative is\n consummated, net of the amount of actual benefits realized during such period from such actions, in each case calculated on a pro\n forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period\n for which Consolidated EBITDA is being determined and as if such cost savings, operating expense reductions and synergies were\n realized during the\n\n\n\n-17"}, {"title": "lyft.txt", "text": "-\n\f entirety of such period; provided that the aggregate amount added pursuant to this clause (l) together with any cost savings included\n pursuant to the definition of Pro Forma Adjustments for such period, collectively, shall not exceed 15.0% of Consolidated EBITDA\n for such period (calculated prior to giving effect to the addition of all such amounts),\n\n (m) any net loss for such period from disposed, abandoned or discontinued operations,\n\n (n) net changes to the reserves for goods and services tax, value add taxes, lodging taxes or similar taxes for which\n management believes it is probable that the Borrower may be held jointly liable with hosts for collecting and remitting such taxes,\n and other similar taxes, and\n\n (o) any GAAP expenses incurred associated with an initial public offering, including related payroll taxes (regardless of\n whether or not a registration statement is declared effective),\n\nand minus the following to the extent included in calculating such Consolidated Net Income: (w) extraordinary gains, (x) interest income, (y)\nany reversals of non-cash exit and disposal costs during such period and any non-cash gains increasing Consolidated Net Income of the\nBorrower for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash\nitem that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so\nlong as such cash did not increase Consolidated EBITDA in such prior period and (z) any net income for such period from disposed,\nabandoned or discontinued operations.\n\n There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any\nPerson, property, business or asset acquired by the Borrower or any Subsidiary during such period (but not the Acquired EBITDA of any\nrelated Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed\nby the Borrower or such Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so\ndisposed of, an \u201cAcquired Entity or Business\u201d), based on the actual Acquired EBITDA of such Acquired En"}, {"title": "lyft.txt", "text": "tity or Business for such period\n(including the portion thereof occurring prior to such acquisition or conversion) and (B) for the purposes of calculating the Leverage Ratio, an\nadjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired\nEntity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by\nthe chief executive officer, chief financial officer, treasurer, chief accounting officer or controller of the Borrower and delivered to the Lenders\nand the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any\nPerson, property, business or asset sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such\noperations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to\nthe extent such operations are actually disposed of) by the Borrower or any Subsidiary during such period (each such Person, property,\nbusiness or asset so sold or disposedof, a \u201cSold Entity or Business\u201d), based on the actual Disposed EBITDA of such Sold Entity or Business\nfor such period (including the portion thereof occurring prior to such sale, transfer or disposition).\n\n \u201cConsolidated Interest Expense\u201d means, with respect to any Person for any period, without duplication, the sum of:\n\n (a) consolidated interest expense of such Person and its Subsidiaries for such period, to the extent such expense was deducted\n(and not added back) in computing Consolidated Net Income (including (i)\n\n\n\n-18-\n\famortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other\nfees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest expense (but excluding any non-cash\ninterest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments\npursuant to GAAP), (iv) the interest component of Capital Lease Obligations, (v) net payments, if any, pursuant to interest rate Hedging\nObligations with respect to Indebtedness; (vi) net losses on Hedging Obligations or other deriva"}, {"title": "lyft.txt", "text": "tive instruments entered into for the purpose\nof hedging interest rate risk and\n(vii) costs of surety bonds in connection with financing activities and excluding (x) amortization of deferred financing fees, debt issuance\ncosts, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts,\nyield and other fees and charges (including any interest expense) related to any Receivables Facility); plus\n\n (b) consolidated capitalized interest of such Person and its Subsidiaries for such period, whether paid or accrued; minus\n\n (c) interest income of such Person and its Subsidiaries for such period.\n\n For purposes of this definition, interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably\ndetermined by the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.\n\n \u201cConsolidated Net Income\u201d means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of\nthe Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period and computed in accordance with\nGAAP.\n\n \u201cConsolidated Total Indebtedness\u201d means the aggregate principal amount of Indebtedness of the Borrower and its Subsidiaries (other\nthan Subordinated Indebtedness and Indebtedness of the type described in clause (iv) of the definition thereof).\n\n \u201cControl\u201d means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies, or\nthe dismissal or appointment of the management, of a Person, whether through the ability to exercise voting power, by contract or otherwise.\n\u201cControlling\u201d and \u201cControlled\u201d have meanings correlative thereto.\n\n \u201cCorresponding Tenor\u201d with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest\npayment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.\n\n \u201cCredit Party\u201d means the Administrative Agent and each Lender.\n\n \u201cDaily Simple ESTR\u201d means, for any day, ESTR, with the conventions for this rate (which may include a lookback) being established\nby the Administrative Agent in accordance with the conventions for this rate selected or recommended by"}, {"title": "lyft.txt", "text": "the Relevant Governmental Body\nfor determining \u201cDaily Simple ESTR\u201d for business loans; provided that, if the Administrative Agent decides that any such convention is not\nadministratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable\ndiscretion (in consultation with the Borrower); provided that if Daily Simple ESTR as so determined would be less than the Floor, such rate\nshall be deemed to be equal to the Floor for the purposes of this Agreement.\n\n \u201cDaily Simple RFR\u201d means, for any day (an \u201cRFR Interest Day\u201d), an interest rate per annum equal to, for any RFR Loan\ndenominated in (i) Sterling, SONIA for the day that is 5 RFR Business Days\n\n\n\n-19-\n\fprior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR\nBusiness Day, the RFR Business Day immediately preceding such RFR Interest Day, (ii) Euros, Daily Simple ESTR (to the extent applicable\npursuant to Section 2.11), (iii) dollars, Daily Simple SOFR (to the extent applicable pursuant to Section 2.11) and (iv) Singapore Dollars,\nSORA for the day that is 5 RFR Business Days prior to (A) ifsuch RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B)\nif such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day.\n\n \u201cDaily Simple SOFR\u201d means, for any day (a \u201cSOFR Rate Day\u201d), a rate per annum equal to SOFR for the day (such day \u201cSOFR\nDetermination Date\u201d) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day\nor (ii) if such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case,\nas such SOFR is published by the SOFR Administrator on the SOFR Administrator\u2019s Website. Any change in Daily Simple SOFR due to a\nchange in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.\n\n \u201cDebtor Relief Laws\u201d means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship,\nbankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor\nrelief Laws of the United States or other applicable jurisdictions from time"}, {"title": "lyft.txt", "text": "to time in effect.\n\n \u201cDefault\u201d means any event or condition that constitutes, or upon notice, lapse of time or both hereunder would constitute, an Event of\nDefault.\n\n \u201cDefaulting Lender\u201d means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to\nfund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit\nParty any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative\nAgent in writing that such failure is the result of such Lender\u2019s good faith determination that a condition precedent to funding (not otherwise\nwaived in accordance with the terms hereof) (specifically identified in such writing, including, if applicable, by reference to a specific\nDefault) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement to the\neffect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public\nstatement indicates that such position is based on such Lender\u2019s good-faith determination that a condition precedent (specifically identified in\nsuch writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other\nagreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent made in\ngood faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund\nprospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such\nLender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent\u2019s receipt of such certification in form\nand substance satisfactory to it, or (d) has become, or is a subsidiary of a Person that has become, the subject of a Bankruptcy Event or a Bail-\nIn Action, or, in the good faith belief of any Issuing Bank or the Swingline Lender, has defaulted in fulfilling its obligations under one or\nmore other agreements in which such Lender agrees to extend credit and, in either such case unde"}, {"title": "lyft.txt", "text": "r this clause (d), any of an Issuing Bank or\nthe Swingline Lender has deemed such Lender to be a Defaulting Lender, unless such Issuing Bank or the Swingline Lender, as the case may\nbe, shall have entered into arrangements with the Borrower or such Lender satisfactory to such Issuing Bank and/or the Swingline Lender, as\nthe case may be, to defease any risk in respect of such Lender hereunder. Any determination by the Administrative Agent that a Lender is a\nDefaulting Lender under any of the foregoing clauses, and the effective date of such status, shall be conclusive and binding\n\n\n\n-20-\n\fabsent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17) as of the date established\ntherefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to\nthe Borrower and each other Lender promptly following such determination.\n\n \u201cDisposed EBITDA\u201d means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated\nEBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Subsidiaries in the definition of\u201cConsolidated\nEBITDA\u201d (and in the component definitions used therein) were references to such Sold Entity or Business and its Subsidiaries), all as\ndetermined on a consolidated basis for such Sold Entity or Business.\n\n \u201cDisposition\u201d means any sale, transfer or other disposition, or series of related sales, transfers, or dispositions (including pursuant to\nany merger, amalgamation or consolidation), of property that constitutes (a) assets comprising all or substantially all of a division, business or\noperating unit or product line of any Person or (b) all or substantially all of the Equity Interests in a Person.\n\n \u201cDisqualified Institutions\u201d means (a) those institutions set forth on Schedule 1.01(a) hereto, (b) any Person who is a competitor of the\nBorrower and its subsidiaries that are separately identified in writing (including by email) by the Borrower to the Administrative Agent from\ntime to time and (c) any affiliate of any Person described in clauses (a) and (b) above (other than bona fide debt fund affiliates that have not\nthemselves been identified in accordance with clause (a) above) that are either (1) identified in writing by you from time to time or (2)"}, {"title": "lyft.txt", "text": "clearly\nidentifiable as affiliates solely on the basis of such affiliate\u2019s name. It is understood and agreed that (i) the foregoing provisions shall not\napply retroactively to any person if such Person shall have previously acquired an assignment or participation interest (or shall have\npreviously entered into a trade therefor) prior thereto, but shall disqualify such Person from taking any further assignment or participation\nthereafter, (ii) each written supplement shall become effective two (2) Business Days after delivery thereof to the Administrative Agent and\n(iii) the Administrative Agent, upon prior request of any potential assignee or participant, may confirm, on a confidential basis, if a specified\nPerson is on the list.\n\n \u201cDisqualified Stock\u201d means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the terms of any\nsecurity into which it is convertible or for which it is puttable or exchangeable, or upon the happening of any event, matures or is mandatorily\nredeemable (other than solely for Equity Interest which is not Disqualified Stock and cash in lieu of fractional shares) pursuant to a sinking\nfund obligation or otherwise, or is redeemable at the option of the holder thereof (in each case, other than solely as a result of a change of\ncontrol, asset sale or similar events), in whole or in part, in each case prior to the date that is 91 days after the date set forth in the definition of\nMaturity Date; provided, however, that if such Equity Interest is issued to any plan for the benefit of employees, officers, directors, managers\nor consultants of any direct or indirect parent thereof, the Borrower or its Subsidiaries or by any such plan to such employees, officers,\ndirectors, managers or consultants, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be\nrepurchased in order to satisfy applicable statutory or regulatory obligations or as a result of the termination, death or disability of such\nofficers, directors, managers or consultants.\n\n \u201cDiverse Supplier Fee Adjustment Amount\u201d means, with respect to any period between Sustainability Pricing Adjustment Dates, (a)\npositive 0.005%, if the Diverse Supplier Spend Percentage as set forth in the applicable KPI Metrics Certificate is less than the Diverse\nSupplier Spend Percentage Threshold, (b) 0.00"}, {"title": "lyft.txt", "text": "0%, if the Diverse Supplier Spend Percentage as set forth in the applicable KPI Metrics\nCertificate is more than or equal to the Diverse Supplier Spend Percentage Threshold but less than the Diverse Supplier Spend Percentage\nTarget, and (c) negative 0.005%, if the Diverse Supplier\n\n\n\n-21-\n\fSpend Percentage as set forth in the applicable KPI Metrics Certificate is more than or equal to the Diverse Supplier Spend Percentage\nTarget.\n\n \u201cDiverse Supplier Margin Adjustment Amount\u201d means, with respect to any period between Sustainability Pricing Adjustment Dates,\n(a) positive 0.025%, if the Diverse Supplier Spend Percentage as set forth in the applicable KPI Metrics Certificate is less than the Diverse\nSupplier Spend Percentage Threshold, (b) 0.000%, if the Diverse Supplier Spend Percentage as set forth in the applicable KPI Metrics\nCertificate is more than or equal to the Diverse Supplier Spend Percentage Threshold but less than the Diverse Supplier Spend Percentage\nTarget, and (c) negative 0.025%, if the Diverse Supplier Spend Percentage as set forth in the applicable KPI Metrics Certificate is more than\nor equal to the Diverse Supplier Spend Percentage Target.\n\n \u201cDiverseSupplier Spend Percentage\u201d means, with respect to any fiscal year, the percentage of Borrower\u2019s addressable U.S. spend\nthat goes to Diverse Suppliers (as defined in Schedule 1.13).\n\n \u201cDiverse Supplier Spend Percentage Target\u201d means, with respect to any fiscal year, the amount set forth in Schedule 1.13.\n\n \u201cDiverse Supplier Spend Percentage Threshold\u201d means, with respect to any fiscal year, the amount set forth in Schedule 1.13.\n\n \u201cDocumentation Agents\u201d means Bank of the West, HSBC Bank USA, N.A., Royal Bank of Canada, Santander Bank, N.A. and\nStandard Chartered Bank, each in their capacities as documentation agents for the Revolving Facility.\n\n \u201cDollar Equivalent\u201d means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such\namount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in dollars determined by using the rate of\nexchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the\nAdministrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determi"}, {"title": "lyft.txt", "text": "nation or if such\nservice ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by\nsuch other publicly available information service which provides that rate of exchange at such time in place of Reuters as agreed upon by the\nAdministrative Agent and the Borrower (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of\nsuch amount in dollars as mutually determined by the Administrative Agent and the Borrower) and (c) if such amount is denominated in any\nother currency, the equivalent of such amount in dollars as determined by the Administrative Agent using procedures similar to clause (b)\nabove or otherwise using any method of determination mutually determined by the Administrative Agent and the Borrower.\n\n \u201cdollars\u201d or \u201c$\u201d refers to lawful money of the United States of America.\n\n \u201cDomestic Subsidiaries\u201d means, with respect to any Person, any subsidiary of such Person other than a Foreign Subsidiary.\n\n \u201cDQ List\u201d has the meaning assigned to such term in Section 9.04(e)(iv).\n\n \u201cEEA Financial Institution\u201d means (a) any credit institution or investment firm established in any EEA Member Country which is\nsubject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of any\nPerson described in clause (a) above, or (c)\n\n\n\n-22-\n\fany entity established in an EEA Member Country that is a subsidiary of any Person described in clause (a) or (b) above and is subject to\nconsolidated supervision with its parent.\n\n \u201cEEA Member Country\u201d means any of the member states of the European Union, Iceland, Liechtenstein and Norway.\n\n \u201cEEA Resolution Authority\u201d means any public administrative authority or any Person entrusted with public administrative authority\nof any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.\n\n \u201cEffective Date\u201d means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with\nSection 9.02).\n\n \u201cEffective Date Refinancing\u201d means the refinancing of the Existing Revolving Credit Agreement, including the repayment of all\namounts outstanding thereunder, the termination of all related commitments and the terminati"}, {"title": "lyft.txt", "text": "on and release of all related security interests.\n\n \u201cElectronic Signature\u201d means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and\nadopted by a Person with the intent to sign, authenticate or accept such contract or record.\n\n \u201cEligible Assignee\u201d means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and\n(d) any other Person, other than, in each case, a natural person, a holding company, investment vehicle or trust for, or owned and operated for\nthe primary benefit of, a natural person or relative(s) thereof, a Disqualified Institution, a Defaulting Lender, the Borrower or any Subsidiary\nor other Affiliate of the Borrower.\n\n \u201cEngagement Letter\u201d means the Engagement Letter, dated September 29, 2022 (as amended from time to time), between the Borrower\nand Morgan Stanley.\n\n \u201cEnvironmental Laws\u201d means all rules, regulations, codes, ordinances, judgments, orders, decrees, directives, laws, injunctions or\nbinding agreements issued, promulgated or entered into by or with any Governmental Authority and relating in any way to protection of the\nenvironment, to preservation or reclamation of natural resources, to the management, generation, use, handling, transportation, storage,\ntreatment, disposal, Release or threatened Release or the classification, registration, disclosure or import of, or exposure to, any toxic or\nhazardous materials, substance or waste or to related health or safety matters.\n\n \u201cEnvironmental Liability\u201d means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any\nliability for damages, costs of environmental remediation, fines, penalties and indemnities), directly or indirectly resulting from or based upon\n(a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (c) any\nexposure to any Hazardous Material, (d) the Release or threatened Release of any Hazardous Material or (e) any contract or agreement pursuant\nto which liability is assumed or imposed with respect to any of the foregoing.\n\n \u201cEquity Interests\u201d means shares of capital stock, partnership interests, membership interests, beneficial interests or other ownership\ninterests, whether voting or nonvoting, in, or interests in the income or profits of, a Perso"}, {"title": "lyft.txt", "text": "n, and any warrants, options or other rights entitling\nthe holder thereof to purchase or acquire any of the foregoing (other than, prior to the date of conversion, Indebtedness that is convertible into\nany such Equity Interests).\n\n\n\n-23-\n\f \u201cERISA\u201d means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and\nregulations promulgated thereunder.\n\n \u201cERISA Affiliate\u201d means any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is\ntreated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001(a)(14) of ERISA or, solely for purposes of Section\n302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or 414(o) of the Code.\n\n \u201cERISA Event\u201d means (a) any \u201creportable event\u201d, as defined in Section 4043 of ERISA or the regulations issued thereunder with\nrespect to a Plan (other than an event for which the 30-day notice period is waived), (b) any failure by any Plan to satisfy the \u201cminimum\nfunding standard\u201d (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case w"}, {"title": "lyft.txt", "text": "hether or\nnot waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum\nfunding standard with respect to any Plan, (d) a determination that any Plan is, or is expected to be, in \u201cat-risk\u201d status (as defined in Section\n303(i)(4) of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under\nTitle IV of ERISA with respect to the termination of any Plan, (f) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or\na plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan,\n(g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal\n(including under Section 4062(e) of ERISA) of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, or (h) the\nreceipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its\nERISA Affiliates of any notice, concerning the imposition upon"}, {"title": "lyft.txt", "text": "the Borrower or any of its ERISA Affiliates of Withdrawal Liability or a\ndetermination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in endangered or\ncritical status, within the meaning of Section 305 of ERISA.\n\n \u201cESTR\u201d means, with respect to any Business Day, a rate per annum equal to the Euro Short Term Rate for such Business Day\npublished by the ESTR Administrator on the ESTR Administrator\u2019s Website.\n\n \u201cESTR Administrator\u201d means the European Central Bank (or any successor administrator of the Euro Short Term Rate).\n\n \u201cESTR Administrator\u2019s Website\u201d means the European Central Bank\u2019s website, currently at http://www.ecb.europa.eu, or any successor\nsource for the Euro Short Term Rate identified as such by the ESTR Administrator from time to time.\n\n \u201cEU Bail-In Legislation Schedule\u201d means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any\nsuccessor person), as in effect from time to time.\n\n \u201cEURIBOR Rate\u201d means, with respect to any Term Benchmark Borrowing denominated in Euro and for any Interest Period, the\nEURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period.\n\n \u201cEURIBOR Screen Rate\u201d means the euro interbank offered rate administered by the European Money Markets Institute (or any other\nperson which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication\nby the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that\nrate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as\npublished at approximately 11:00 a.m. Brussels time\n\n\n\n-24-\n\ftwo TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative\nAgent may specify another page or service displaying the relevant rate.\n\n \u201cEuro\u201d or \u201c\u20ac\u201d means the single currency of the Participating Member States.\n\n \u201cEvents of Default\u201d has the meaning set forth in Section 7.01.\n\n \u201cExchange Act\u201d means the United States Securities Exchange Act of 1934.\n\n \u201cExcluded Earnout\u201d means any obligations of the Borrower or any Subsidiary to pay additional c"}, {"title": "lyft.txt", "text": "onsideration in connection with any\nAcquisition, if such additional consideration is payable (i) in capital stock or other Equity Interests, (ii) in cash or (iii) any combination of the\nforegoing.\n\n \u201cExcluded Subsidiary\u201d means (a) any subsidiary that is not a wholly-owned Subsidiary, (b) any Immaterial Subsidiary, (c) any\nsubsidiary that is prohibited by applicable law or contractual obligations from guaranteeing the Obligations, (d) (i) any direct or indirect\nDomestic Subsidiary of a CFC or (ii) any FSHCO, (e) any captive insurance subsidiary, (f) any not-for-profit subsidiary, (g) any other\nsubsidiary with respect to which in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of\nproviding a guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom (it being agreed\nthat the cost and other consequences of a Foreign Subsidiary providing a guarantee are excessive in view of the benefits except as elected\n(and solely as so elected) by the Borrower pursuant to Section 5.10), (i) any Receivables Subsidiary and (j) any subsidiary that is a special\npurpose entity.\n\n \u201cExcluded Taxes\u201d means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted\nfrom a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits\nTaxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of\nany Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are\nOther Connection Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of\nsuch Recipient with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires the\napplicable interest in the applicable Commitment to which such Loan relates (other than pursuant to an assignment request by the Borrower\nunder Section 2.16) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.14, amounts\nwith respect to such Taxes were payable either to such Lender's assignor, if any, i"}, {"title": "lyft.txt", "text": "mmediately before such Lender acquired such applicable\ninterest in the applicable Commitment or to such Lender immediately before it changed its lending office,\n(c) Taxes attributable to such Recipient\u2019s failure to comply with Section 2.14(f), (d) any Taxes imposed under FATCA and (e) any U.S. federal\nbackup withholding taxes.\n\n \u201cExisting Letters of Credit\u201d has the meaning set forth in Section 2.20.\n\n \u201cExisting Revolving Credit Agreement\u201d means that certain Credit and Guarantee Agreement, dated as of November 19, 2020 (as\namended, amended and restated, supplemented or otherwise modified from time to time), by and among the Borrower, the other parties\nthereto from time to time as a borrower or guarantor, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as\nadministrative agent, and the other parties from time to time party thereto.\n\n \u201cFATCA\u201d means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version\nthat is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official\ninterpretations thereof, any\n\n\n\n-25-agreements entered into pursuant to current Section 1471(b) of the Code (or any amended or successor version described above), any\nintergovernmental agreement (and related legislation, rules or other official administrative guidance) implementing the foregoing.\n\n \u201cFederal Funds Effective Rate\u201d means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based\non such day\u2019s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York\nshall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of\nNew York as the federal funds effective rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such\nrate shall be deemed to be zero for purposes of this Agreement.\n\n \u201cFederal Reserve Board\u201d means the Board of Governors of the Federal Reserve System of the United States of America.\n\n \u201cFinance Lease\u201d means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee\nthat, in conformity with GAAP, is or should be"}, {"title": "lyft.txt", "text": "accounted for as a finance lease on the balance sheet of that Person; provided, that for the\navoidance of doubt, \u201cFinance Lease\u201d shall not include obligations or liabilities of any Person to pay rent or other amounts under any lease of\n(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to\nbe classified and accounted for as an operating lease under GAAP as in effect on December 31, 2015.\n\n \u201cFinancial Officer\u201d means, with respect to any Person, the chief executive officer, chief financial officer, principal accounting officer,\nvice president-treasury, treasurer or controller of such Person.\n\n \u201cFixed Charge Coverage Ratio\u201d on any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters\nof the Borrower most recently ended on or prior to such date (b) Fixed Charges for the period of four consecutive fiscal quarters of the\nBorrower most recently ended on or prior to such date.\n\n \u201cFixed Charges\u201d means, with respect to any Person for any period, the sum, without duplication,\nof:\n\n (a) Consolidated Interest Expense of such Person and Subsidiaries for such period; plus\n\n (b) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items\neliminated in consolidation) on any series of Preferred Stock of the Borrower or a Subsidiary during such period; plus\n\n (c) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items\neliminated in consolidation) on any series of Disqualified Stock of the Borrower or a Subsidiary during such period.\n\n \u201cFloor\u201d means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the\nmodification, amendment or renewal of this Agreement or otherwise) with respect to each Term Benchmark, each Adjusted Daily Simple\nRFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for each Term Benchmark, each Adjusted Daily\nSimple RFR, each Daily Simple RFR and each Central Bank Rate, shall be zero.\n\n\n\n-26-\n\f \u201cForeign Subsidiary\u201d means, with respect to any Person, any subsidiary of such Person that is organized and existing under the\nlaws of any jurisdiction other"}, {"title": "lyft.txt", "text": "than the United States of America, any state thereof or the District of Columbia.\n\n \u201cFSHCO\u201d means any Domestic Subsidiary of the Borrower that has no material assets other than the Equity Interests of one or more\nCFCs.\n\n \u201cGAAP\u201d means, subject to Section 1.04(a), generally accepted accounting principles in the United States of America, applied in\naccordance with the consistency requirements thereof.\n\n \u201cGHG Emissions\u201d means the total corporate Scope 3 greenhouse gas emissions of the Borrower and its Subsidiaries (measured in\nmetric tons of CO2e) for any applicable year. Scope 3 corporate greenhouse gas emissions includes the following categories defined by the\nGreenhouse Gas Protocol, as applied to Borrower: 3.1 Purchased goods and services, 3.2 Capital goods, 3.3 Fuel- and energy-related\nactivities (not included in Scope 1 and Scope 2), 3.5 Waste generated in operations, 3.6 Business travel,\n3.7 Employee commuting, and 3.8 Upstream leased assets.\n\n \u201cGHG Emissions Fee Adjustment Amount\u201d means, with respect to any period between Sustainability Pricing Adjustment Dates, (a)\npositive 0.005%, if the GHG Emissions Intensity as set forth in the applicable KPIMetrics Certificate is more than the GHG Intensity Target\nand (b) negative 0.005%, if the GHG Emissions Intensity as set forth in the applicable KPI Metrics Certificate is less than or equal to GHG\nIntensity Target.\n\n \u201cGHG Emissions Intensity\u201d means the quotient of the GHG Emissions for any applicable fiscal year divided by GHG Gross Profit for\nsuch fiscal year.\n\n \u201cGHG Emissions Margin Adjustment Amount\u201d means, with respect to any period between Sustainability Pricing Adjustment Dates,\n(a) positive 0.025%, if the GHG Emissions Intensity as set forth in the applicable KPI Metrics Certificate is more than the GHG Intensity\nTarget and (b) negative 0.025%, if the GHG Emissions Intensity as set forth in the applicable KPI Metrics Certificate is less than or equal to\nthe GHG Intensity Target.\n\n \u201cGHG Gross Profit\u201d means, for purposes of calculating Borrower\u2019s GHG Emissions Intensity, Borrower\u2019s revenue minus cost of\nrevenue for the relevant period.\n\n \u201cGHG Intensity Target\u201d means, with respect to any fiscal year, the targets set forth in the Sustainability Table.\n\n \u201cGovernmental Approvals\u201d means all authorizations, consents, approvals, permits, licenses"}, {"title": "lyft.txt", "text": "and exemptions of, registrations and filings\nwith, and reports to, Governmental Authorities.\n\n \u201cGovernmental Authority\u201d means the government of the United States of America or any other nation or any political subdivision of\nany thereof, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,\njudicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising\nsuch powers or functions, such as the European Union, the Bank of England, the UK Financial Conduct Authority or the European Central\nBank).\n\n \u201cGuarantee\u201d of or by any Person (the \u201cguarantor\u201d) means any obligation, contingent or otherwise, of the guarantor guaranteeing any\nIndebtedness or other obligation of any other Person (the \u201cprimary obligor\u201d) in any manner, whether directly or indirectly, and including any\nobligation of the guarantor,\n\n\n\n-27-\n\fdirect or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or\nto purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property,\nsecurities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain\nworking capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor\nto pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support\nsuch Indebtedness or other obligation; provided that the term \u201cGuarantee\u201d shall not include endorsements for collection or deposit in the\nordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such\ndate of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary\nexposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of\nsuch date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause ("}, {"title": "lyft.txt", "text": "ii),\nreasonably and in good faith by the chief financial officer of the Borrower)).\n\n \u201cGuarantor\u201d and \u201cGuarantors\u201d has the meaning set forth in Section 5.10(a).\n\n \u201cGuaranty\u201d and \u201cGuaranties\u201d has the meaning set forth in Section 5.10(a).\n\n \u201cHazardous Materials\u201d means all explosive, radioactive, hazardous or toxic substances, wastes or other pollutants, including\npetroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical\nwastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.\n\n \u201cHedging Agreement\u201d means any agreement with respect to any swap, forward, future or derivative transaction, or any option or\nsimilar agreement, involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt securities or\ninstruments, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or any similar transaction or\ncombination of the foregoing transactions; provided that no phantom stock or similar plan providing for payments only on account of services\nprovided bycurrent or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Hedging Agreement.\nThe amount of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum\naggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging\nAgreement were terminated at such time.\n\n \u201cHedging Obligations\u201d means, with respect to any Person, the obligations of such Person under any Hedging Agreement.\n\n \u201cImmaterial Subsidiary\u201d means each of the Subsidiaries of the Borrower for which (a) (i) the assets of such Subsidiary constitute less\nthan 5.0% of the total assets of the Borrower and its Subsidiaries on a consolidated basis and (ii) the Consolidated EBITDA of such\nSubsidiary accounts for less than 5.0% of the Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis and (b) (i)\nthe assets of all relevant Subsidiaries constitute 15.0% or less than the total assets of the Borrower and its Subsidiaries on a consolidated\nbasis, and (ii) the Consolidated EBITDA of all relevant Subsidiaries accoun"}, {"title": "lyft.txt", "text": "ts for less than 15.0% of the Consolidated EBITDA of the\nBorrower and its Subsidiaries on a consolidated basis, in each case that has been designated as such by the Borrower in a written notice\ndelivered to the Administrative Agent (or, on the Effective Date, listed on Schedule 1.01(b)) other than any such Subsidiary as to which the\nBorrower has revoked such designation by written notice to the Administrative Agent. For any determination made as of or prior to the time\nany Person becomes an indirect or direct Subsidiary of the Borrower, such determination and designation shall be made based on\n\n\n\n-28-\n\ffinancial statements provided by or on behalf of such Person in connection with the acquisition of such Person or such Person\u2019s assets. The\nBorrower may change the designation of any Subsidiary as an Immaterial Subsidiary by providing written notice to the Administrative Agent;\nprovided that any Subsidiary of the Borrower formed or acquired after the Closing Date, as applicable, that meets the requirements of an\n\u201cImmaterial Subsidiary\u201d set forth herein shall be deemed designated as an \u201cImmaterial Subsidiary\u201d unless the Borrower otherwise notifies the\nAdministrative Agent in writing.\u201cIncremental Amendment\u201d has the meaning assigned to such term in Section 2.21(b).\n\n \u201cIndebtedness\u201d means, as to any Person at a particular time, without duplication, (i) indebtedness for borrowed money and all\nobligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) that portion of obligations\nwith respect to Finance Leases that is properly classified as a liability on a balance sheet in conformity with GAAP (excluding, for the\navoidance of doubt, lease payments under operating leases); (iii) any obligation owed for all or any part of the deferred purchase price of\nproperty or services, including earn-outs earned but past due (excluding trade or similar payables, accrued income taxes, VAT, deferred taxes,\nsales taxes, equity taxes and accrued liabilities incurred in the ordinary course of such Person\u2019s business and excluding Excluded Earnouts);\n(iv) the undrawn face amount of any letter of credit, bankers\u2019 acceptances, bank guarantees, surety bonds, performance bonds, and similar\ninstruments issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings"}, {"title": "lyft.txt", "text": "; (v)\nDisqualified Stock; (vi) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of\nbusiness), co-making, discounting with recourse or sale with recourse by such Person of the Indebtedness of another; (vii) any obligation of\nsuch Person in respect of the Indebtedness described in clauses (i) through (vi) hereof the primary purpose or intent of which is to provide\nassurance to an obligee that the Indebtedness of the primary obligor thereof will be paid or discharged, or any agreement relating thereto will\nbe complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (viii) any liability of such Person\nfor the Indebtedness of another in respect of the Indebtedness described in clauses (i) through (vi) hereof through any agreement (contingent\nor otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or\ndischarge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain\nthe solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under\nsubclauses (a) or\n(b) of this clause (viii), the primary purpose or intent thereof is as described in clause (vii) above; (ix) net obligations of such Person under\nany Swap Contract; and (x) Indebtedness of the type referred to in clauses (i) through (ix) above secured by a Lien on any property or asset\nowned or held by that Person regardless of whether the Indebtedness secured thereby shall have been assumed by that Person or is\nnonrecourse to the credit of that Person; provided, the amount of any net obligation under any Swap Contract on any date shall be deemed to\nbe the Swap Termination Value thereof as of such date; provided, further that the following shall not constitute Indebtedness: (i) any right of\nuse liabilities recorded in accordance with Accounting Standards Update (\u201cASU\u201d) No. 2016-02, Leases (Topic 842),\n(ii) liabilities recorded under GAAP related to lease accounting (ASC 840) (other than in respect of finance leases), (iii) any liabilities\nreflected on the books and records of the Borrower and its Subsidiaries to the extent constituting amounts that are owed to hosts so long as t"}, {"title": "lyft.txt", "text": "he\nrelated assets reside on such books and records and (iv) any liabilities resulting from equity awards accounted for as a liability.\n\n \u201cIndemnified Taxes\u201d means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account\nof any obligation of the Borrower or any Guarantor under any Loan Document and (b) to the extent not otherwise described in clause (a),\nOther Taxes.\n\n \u201cIndemnitee\u201d has the meaning set forth in Section 9.03(b).\n\n\n\n-29-\n\f \u201cIntangible Assets\u201d means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill,\ncomputer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt\ndiscount and capitalized research and development costs.\n\n \u201cInterest Election Request\u201d means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05,\nwhich shall be, in the case of any such written request, substantially in the form of Exhibit D or any other form approved by the\nAdministrative Agent.\n\n \u201cInterest Payment Date\u201d means (a) with respect to any ABR Loan (other than a Swingline Loan), the last Business Day of each\nMarch, June, September and December, (b) with respect to any RFR Loan (other than a Swingline Loan), (1) each date that is on the\nnumerically corresponding day in each calendar month that is one month (or, at the election of the Borrower solely with respect to a RFR\nLoan denominated in Sterling, three months) after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such\nmonth, then the last day of such month) and (2) the Maturity Date,\n(c) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part\nand, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months\u2019 duration, each day prior to the last day of\nsuch Interest Period that occurs at intervals of three months\u2019 duration after the first day of such Interest Period, and the Maturity Date and (d)\nwith respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.\n\n \u201cInterest Period\u201d means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and\nending on"}, {"title": "lyft.txt", "text": "the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the\navailability thereof), as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such\nInterest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next\ncalendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on\nthe last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such\nInterest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no Interest Period shall extend\nbeyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and\nthereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.\n\n \u201cInvestment Grade Rating\u201d means a rating equal to or higher than Baa3 (or the equivalent) by Moody\u2019s and BBB- (or the equivalent)\nby S&P.\n\n \u201cIssuing Bank\u201d means (i) with respect to the Existing Letters of Credit, Morgan Stanley and Bank of America, N.A. and (ii) with\nrespect to other Letters of Credit issued under this Agreement, each of Morgan Stanley, Bank of America, N.A., Goldman Sachs Lending\nPartners LLC, Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Bank of the West, HSBC Bank USA,\nN.A., Royal Bank of Canada, Santander Bank, N.A., Standard Chartered Bank and each other Lender so designated by the Borrower with\nsuch Lender\u2019s consent and with prior written notice to the Administrative Agent, in its capacity as the issuer of Letters of Credit hereunder,\nand any of their successors in such capacity as provided in Section 2.20(i)(i). Each Issuing Bank may, in its discretion, arrange for one or\nmore Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term \u201cIssuing Bank\u201d shall include any such Affiliate\nwith respect to Letters of Credit issued by such Affiliate. No Issuing Bank shall be required to issue any Letters of Credit other than standby\nLetters of Credit.\n\n\n\n-30-\n\f \u201cIssuing Bank Individual Sublimit\u201d means, (i)"}, {"title": "lyft.txt", "text": "for each of the Issuing Banks party hereto (A) on the Effective Date through and\nincluding the date that is two years following the Effective Date, the amount set forth in the schedule below next to such Issuing Bank\u2019s name\nunder the heading \u201cInitial Issuing Bank Individual Sublimit\u201d and (B) thereafter, the amount set forth in the schedule below next to such\nIssuing Bank\u2019s name under the heading \u201cIssuing Bank Individual Sublimit\u201d, (ii) for each Issuing Bank that replaces a previous Issuing Bank\npursuant to Section 2.20(i)(i), the Issuing Bank Individual Sublimit of the replaced Issuing Bank that was in effect immediately prior to the\nreplacement and (iii) for each additional Issuing Bank added pursuant to Section 2.20(i)(ii), an amount agreed among the Borrower, the\nAdministrative Agent and such additional Issuing Bank, with the Issuing Bank Individual Sublimit or Issuing Bank Individual Sublimits of\none or more other Issuing Banks being reduced (with the consent of such Issuing Bank or Issuing Banks) to the extent necessary to maintain\ncompliance with the following proviso; provided that the sum of all Issuing Bank Individual Sublimits shall equal\n$200,000,000.Initial Issuing Bank Individual Issuing Bank Individual Sublimit\n Issuing Bank Sublimit\n Morgan Stanley Senior Funding, $19,000,000 $23,000,000\n Inc.\n Bank of America, N.A. $27,000,000 $23,000,000\n Goldman Sachs Lending Partners $23,000,000 $23,000,000\n LLC\n Barclays Bank PLC $16,500,000 $16,500,000\n Citibank, N.A. $16,500,000 $16,500,000\n JPMorgan Chase Bank, N.A. $16,500,000 $16,500,000\n Mizuho Bank, Ltd. $16,500,000 $16,500,000\n Bank of the West $13,000,000 $13,000,000\n HSBC Bank USA, N.A. $"}, {"title": "lyft.txt", "text": "13,000,000 $13,000,000\n Royal Bank of Canada $13,000,000 $13,000,000\n Santander Bank, N.A. $13,000,000 $13,000,000\n Standard Chartered Bank $13,000,000 $13,000,000\n Total $200,000,000 $200,000,000\n\n\n \u201cIssuing Bank Issued Amount\u201d means, with respect to each Issuing Bank, at any time, the sum of\n(a) the aggregate undrawn amount of all outstanding Letters of Credit at such time issued by such Issuing Bank plus (b) the aggregate amount\nof all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time.\n\n\n\n-31-\n\f \u201cJudgment Currency\u201d has the meaning set forth in Section 9.21.\n\n \u201cKPI Metric\u201d means each of the GHG Emissions Intensity and the Diverse Supplier Spend Percentage.\n\n \u201cKPI Metrics Auditor\u201d means a nationally recognized auditing firm designated by the Borrower and reasonably acceptable to the\nAdministrative Agent.\n\n \u201cKPI Metrics Certificate\u201d means an annual certificate delivered to the Administrative Agent attached to the Pricing Certificate for the\nfiscal year then most recently ended prepared by or on behalf of the Borrower and including the KPI Metrics for such fiscal year in reasonable\ndetail pursuant to standards and/or methodology that (a) are consistent with then generally accepted industry standards or (b) if not so\nconsistent, are proposed by the Borrower and approved by the Required Lenders.\n\n \u201cLC Collateral Account\u201d has the meaning assigned to such term in Section 2.20(j).\n\n \u201cLC Disbursement\u201d means a payment made by an Issuing Bank pursuant to a Letter of Credit.\n\n \u201cLC Exposure\u201d means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time,\nplus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. For all\npurposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn\nthereunder by reason of the operation of Article 29(a)"}, {"title": "lyft.txt", "text": "of the Uniform Customs and Practice for Documentary Credits, International Chamber\nof Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the\nInternational Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at\nthe applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such\nLetter of Credit shall be deemed to be \u201coutstanding\u201d and \u201cundrawn\u201d in the amount so remaining available to be paid, and the obligations of\nthe Borrower and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to\nmake any payments or disbursements under any circumstances with respect to any Letter of Credit (unless cash collateralized, backstopped or\nrolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent). Unless otherwise\nspecified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such\ntime; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or\nmore automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount\nof such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.\n\n \u201cLender-Related Person\u201d has the meaning assigned to it in Section 9.03(d).\n\n \u201cLenders\u201d means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an\nAssignment and Assumption, other than such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.\nUnless the context otherwise requires, the term \u201cLenders\u201d shall include the Swingline Lender.\n\n \u201cLetter of Credit\u201d means any letter of credit issued pursuant to this Agreement (including, in the case of any Existing Letter of Credit,\ndeemed to be issued hereunder).\n\n\n\n-32-\n\f \u201cLeverage Ratio\u201d means, on any date, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EB"}, {"title": "lyft.txt", "text": "ITDA\nfor the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date.\n\n \u201cLiabilities\u201d means any actual losses, claims (including intraparty claims), demands, damages or liabilities of any kind.\n\n \u201cLien\u201d means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, charge, security interest or other\nencumbrance on, in or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement or title retention\nagreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that\nin no event shall an operating lease or occupancy agreement be deemed to constitute a Lien.\n\n \u201cLoan Documents\u201d means this Agreement, the Assumption Agreement (if any), the Guaranties (if any), any Letter of Credit and Letter\nof Credit Application, and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.07(c).\n\n \u201cLoan Modification Agreement\u201d means a Loan Modification Agreement in form and substance reasonably satisfactory to the\nAdministrative Agent and the Borrower,among the Borrower, one or more Accepting Lenders and the Administrative Agent.\n\n \u201cLoan Modification Offer\u201d has the meaning specified in Section 2.18(a).\n\n \u201cLoans\u201d means the loans made by the Lenders to the Borrower pursuant to this Agreement, including Swingline Loans.\n\n \u201cMaterial Adverse Effect\u201d means a material adverse effect on (a) the business, assets, liabilities, operations, results of operations or\nfinancial condition of the Borrower and the Subsidiaries, taken as a whole, or (b) the material rights of or remedies available to the Lenders\nunder the Loan Documents, taken as a whole.\n\n \u201cMaterial Indebtedness\u201d means Indebtedness (other than under the Loan Documents), or obligations in respect of one or more\nHedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate outstanding principal amount of $250,000,000\nor more. For purposes of determining Material Indebtedness, the \u201cprincipal amount\u201d of the obligations of the Borrower or any Subsidiary in\nrespect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the\nBorrower or such Subsidiary would be req"}, {"title": "lyft.txt", "text": "uired to pay if such Hedging Agreement were terminated at such time.\n\n \u201cMaterial Subsidiary\u201d means any Subsidiary that would constitute a \u201csignificant subsidiary\u201d under Rule 1-02(w) of Regulation S-\nX under the Securities Act, as amended.\n\n \u201cMaturity Date\u201d means October 31, 2027.\n\n \u201cMaximum Rate\u201d has the meaning set forth in Section 9.13.\n\n \u201cMNPI\u201d means material information concerning the Borrower, any Subsidiary or any Controlled Affiliate of any of the foregoing, or\nany of their securities, that has not been disseminated in a manner making it available to investors generally, within the meaning of\nRegulation FD under the Securities Act and the Exchange Act. For purposes of this definition, \u201cmaterial information\u201d means information\nconcerning the Borrower, the Subsidiaries or any Controlled Affiliate of any of the foregoing, or any of\n\n\n\n-33-\n\ftheir securities, that could reasonably be expected to be material for purposes of the United States federal and state securities laws.\n\n \u201cMoody\u2019s\u201d means Moody\u2019s Investors Service, Inc., or any successor to the rating agency business\nthereof.\n\n \u201cMorgan Stanley\u201d means Morgan Stanley Senior Funding, Inc. and its successors.\n\n \u201cMultiemployer Plan\u201d means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.\n\n \u201cNon-Accepting Lender\u201d has the meaning specified in Section 2.18(a).\n\n \u201cNon-Consenting Lender\u201d has the meaning specified in Section 9.02(c)(iii).\n\n \u201cNon-Guarantor Indebtedness\u201d means any Indebtedness of a Subsidiary that is not a Guarantor.\n\n \u201cNotice of Loan Prepayment\u201d means a notice of prepayment with respect to a Loan, which shall be substantially in the form of\nExhibit G or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic\ntransmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the\nBorrower.\n\n \u201cNYFRB\u201d means the Federal Reserve Bank of New York.\n\n \u201cNYFRB Rate\u201d means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight\nBank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided\nthat if none of such rates are publish"}, {"title": "lyft.txt", "text": "ed for any day that is a Business Day, the term \u201cNYFRB Rate\u201d means the rate for a federal funds\ntransaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing\nselected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for\npurposes of this Agreement.\n\n \u201cNYFRB\u2019s Website\u201d means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.\n\n \u201cObligations\u201d means (a) the due and punctual payment by the Borrower of the principal of and premium, if any, and interest\n(including interest accruing, at the rate specified herein, during the pendency of any bankruptcy, insolvency, receivership or other similar\nproceeding, regardless of whether allowed or allowable in such proceeding) on all Loans and all LC Exposure when and as due, whether at\nmaturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) the due and punctual payment or performance by\nthe Borrower of all other monetary obligations under this Agreement, any other Loan Document or Letter of Credit, including fees, costs,\nexpenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations accruing, at the\nrate specified herein or therein, or incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,\nregardless of whether allowed or allowable in such proceeding).\n\n \u201cOFAC\u201d means the United States Treasury Department Office of Foreign Assets Control.\n\n \u201cOther Connection Taxes\u201d means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between\nsuch Recipient and the jurisdiction (or political subdivisions thereof) imposing such Tax (other than connections arising from such Recipient\nhaving executed,\n\n\n\n-34-\n\fdelivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged\nin any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Loan Document).\n\n \u201cOther Taxes\u201d means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from\nany payment made under, from t"}, {"title": "lyft.txt", "text": "he execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a\nsecurity interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed\nwith respect to an assignment (other than an assignment made pursuant to Section 2.16).\n\n \u201cOvernight Bank Funding Rate\u201d means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar\ntransactions denominated in dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by\nthe NYFRB as set forth on the NYFRB\u2019s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an\novernight bank funding rate.\n\n \u201cOvernight Rate\u201d means, for any day, (a) with respect to any amount denominated in dollars, the NYFRB Rate, (b) with respect to\nany amount denominated in Euros, Daily Simple ESTR, (c) with respect to any amount denominated in Sterling, Daily Simple RFR and (d)\nwith respect to any amount denominated in any other Alternative Currency, an overnight rate determined by the Administrative Agent or the\nIssuing Banks, as thecase may be, in accordance with banking industry rules on interbank compensation.\n\n \u201cParticipant Register\u201d has the meaning set forth in Section 9.04(c)(ii).\n\n \u201cParticipants\u201d has the meaning set forth in Section 9.04(c)(i).\n\n \u201cParticipating Member State\u201d means any member state of the European Union that has the euro as its lawful currency in accordance\nwith legislation of the European Union relating to Economic and Monetary Union.\n\n \u201cPayment\u201d has the meaning set forth in Article VIII.\n\n \u201cPBGC\u201d means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing\nsimilar functions.\n\n \u201cPeriodic Term SOFR Determination Day\u201d has the meaning assigned to it under the definition of Term SOFR Reference Rate.\n\n \u201cPermitted Amendment\u201d has the meaning specified in Section 2.18(c).\n\n \u201cPermitted Liens\u201d means:\n\n (a) Liens imposed by law for Taxes that are not required to be paid in accordance with Section 5.04;\n\n (b) carriers\u2019, warehousemen\u2019s, mechanics\u2019, materialmen\u2019s, repairmen\u2019s and other like Liens imposed by law (other than\n any Lien imposed pursua"}, {"title": "lyft.txt", "text": "nt to Section 430(k) of the Code or Section 303(k) or 4068 of ERISA or a violation of Section 436 of the\n Code), arising in the ordinary course of business;\n\n\n\n-35-\n\f (c) Liens made (i) in the ordinary course of business in compliance with workers\u2019 compensation, unemployment\n insurance and other social security laws (other than any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) or\n 4068 of ERISA or a violation of Section 436 of the Code) and (ii) in respect of letters of credit, bank guarantees or similar\n instruments issued for the account of the Borrower or any Subsidiary in the ordinary course of business supporting obligations of\n the type set forth in clause (i) above;\n\n (d) Liens made (i) to secure the performance of bids, trade contracts (other than for payment of Indebtedness), leases\n (other than Capital Lease Obligations), statutory obligations (other than any Lien imposed pursuant to Section 430(k) of the Code or\n Section 303(k) or 4068 of ERISA or a violation of Section 436 of the Code), surety and appeal bonds, performance bonds and other\n obligations of a likenature, in each case in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or\n similar instruments issued for the account of the Borrower or any Subsidiary in the ordinary course of business supporting obligations\n of the type set forth in clause (i) above;\n\n (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Section 7.01;\n\n (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising\n in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the\n affected property or interfere with the ordinary conduct of business of the Borrower and the Subsidiaries, taken as a whole;\n\n (g) banker\u2019s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with\n depository institutions and securities accounts and other financial assets maintained with securities intermediaries; provided that such\n deposit accounts or funds and securities accounts"}, {"title": "lyft.txt", "text": "or other financial assets are not established or deposited for the purpose of\n providing collateral for any Indebtedness and are not subject to restrictions on access by the Borrower or any Subsidiary in excess of\n those required by applicable banking regulations;\n\n (h) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable\n law) regarding operating leases entered into by the Borrower and the Subsidiaries in the ordinary course of business;\n\n (i) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or\n sublicensee or sublessee, in the property (including any intellectual property) subject to any lease (other than Capital Lease\n Obligations), license or sublicense or concession agreement in the ordinary course of business;\n\n (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in\n connection with the importation of goods;\n\n (k) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person\u2019s\n obligations in respect of bankers\u2019 acceptances or letters of credit issued or created for the account of such Person to facilitate the\n purchase, shipment or storage of such inventory or other goods in the ordinary course of business;\n\n\n\n-36-\n\f a. deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any Subsidiary to\n secure the performance of its obligations under the lease for such premises, in each case in the ordinary course of business;\n\n b. Liens on cash and cash equivalents deposited with a trustee or a similar Person to defease or to satisfy and discharge\n any Indebtedness, provided that such defeasance or satisfaction and discharge is permitted hereunder;\n\n c. Liens that are contractual rights of set-off, including (i) relating to the establishment of depository relations with\n banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower\n or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurr"}, {"title": "lyft.txt", "text": "ed in the ordinary course of business of\n the Borrower and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the\n Borrower or any of its Subsidiaries in the ordinary course of business;\n\n d. Liens on cash deposits of the Borrower and Foreign Subsidiaries subject to a Cash Pooling Arrangement or otherwise\n over bank accounts of the Borrower and Foreign Subsidiaries maintained as part of the Cash Pooling Arrangement, in each case\n securing liabilities for overdrafts of the Borrower and Foreign Subsidiaries participating in such Cash Pooling Arrangements;\n\n e. Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or any\n Subsidiary in the ordinary course of business;\n\n f. pledges or deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on\n insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset\n securing insurance premium financings; andg. Liens on property subject to Sale/Leaseback Transactions permitted hereunder and general intangibles related\n thereto;\n\nprovided that the term \u201cPermitted Liens\u201d shall not include any Lien securing Indebtedness, other than Liens referred to clauses (c), (d), (e), (k)\nor (m) above securing letters of credit, bank guarantees or similar instruments.\n\n \u201cPerson\u201d means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,\nGovernmental Authority or other entity.\n\n \u201cPlan\u201d means any \u201cemployee pension benefit plan,\u201d as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is\nsubject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or\nany of its ERISA Affiliates is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an \u201cemployer\u201d as\ndefined in Section 3(5) of ERISA.\n\n \u201cPlatform\u201d has the meaning set forth in Section 9.01(d).\n\n \u201cPreferred Stock\u201d means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or\nwindin"}, {"title": "lyft.txt", "text": "g up.\n\n\n\n-37-\n\f \u201cPricing Certificate\u201d means a certificate substantially in the form of Exhibit I executed by a Responsible Officer of the Borrower and\n(a) attaching the KPI Metrics Certificate for the most recently ended fiscal year and setting forth the Sustainability Margin Adjustment and the\nSustainability Fee Adjustment for the period covered thereby and computations in reasonable detail in respect thereof and\n(b) solely with respect to the GHG Emissions Intensity only, a report of the KPI Metrics Auditor confirming that the KPI Metrics Auditor is\nnot aware of any material modifications that should be made to Borrower\u2019s GHG Emissions in order for them to be fairly stated.\n\n \u201cPrime Rate\u201d means the rate of interest last quoted by The Wall Street Journal as the \u201cPrime Rate\u201d in the U.S. or, if The Wall Street\nJournal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical\nRelease H.15 (519) (Selected Interest Rates) as the \u201cbank prime loan\u201d rate or, if such rate is no longer quoted therein, any similar rate quoted\ntherein (as determined by the Administrative Agent) or any similar release bythe Federal Reserve Board (as determined by the\nAdministrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or\nquoted as being effective.\n\n \u201cPrivate Side Lender Representatives\u201d means, with respect to any Lender, representatives of such Lender that are not Public Side\nLender Representatives.\n\n \u201cPro Rata Percentage\u201d means, with respect to any Lender, with respect to Loans, LC Exposure or Swingline Exposure, a percentage\nequal to a fraction the numerator of which is such Lender\u2019s Revolving Commitment and the denominator of which is the aggregate Revolving\nCommitments of all Lenders (if the Revolving Commitments have terminated or expired, the Pro Rata Percentages shall be determined based\nupon such Lender\u2019s share of the aggregate Revolving Exposure at that time).\n\n \u201cPTE\u201d means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be\namended from time to time.\n\n \u201cPublic Side Lender Representatives\u201d means, with respect to any Lender, representatives of such Lender that do not wish to receive\nMNPI.\n\n \u201cQualified Acquisition\u201d means"}, {"title": "lyft.txt", "text": "any Acquisition or other investment that involves cash consideration (it being understood, for the\navoidance of doubt, that proceeds from an equity offering shall not constitute cash consideration) of at least $750,000,000 and causes the pro\nforma Leverage Ratio to be greater than the Leverage Ratio immediately prior to giving effect to such Acquisition or other investment.\n\n \u201cRating Agencies\u201d means S&P and Moody\u2019s.\n\n \u201cReal Estate Asset\u201d means an interest in any real property.\n\n \u201cReceivables Facility\u201d means any of one or more receivables financing facilities as amended, supplemented, modified, extended,\nrenewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties,\ncovenants and indemnities made in connection with such facilities) to the Borrower or any of its Subsidiaries (other than a Receivables\nSubsidiary) pursuant to which any Subsidiary sells its accounts receivable to either (A) a Person that is not a Subsidiary or (B) a Receivables\nSubsidiary that in turn sells its accounts receivable to a Person that is not a Subsidiary.\n\n \u201cReceivables Subsidiary\u201d means any subsidiaryformed for the purpose of, and that solely engages only in one or more\nReceivables Facilities and other activities reasonably related thereto.\n\n\n\n-38-\n\f \u201cRecipient\u201d means the Administrative Agent or any Lender as applicable.\n\n \u201cRegister\u201d has the meaning set forth in Section 9.04(b)(iv).\n\n \u201cRelated Indemnitee Parties\u201d means, with respect to any specified Person, (a) any controlling Person or controlled Affiliate of such\nPerson, (b) the respective directors, officers or employees of such Person or any of its controlling Persons or controlled Affiliates, and (c) the\nrespective agents of such Person or any of its controlling Persons or controlled Affiliates, in the case of this clause (c), acting at the\ninstructions of such Person, controlling person or such controlled Affiliate.\n\n \u201cRelated Parties\u201d means, with respect to any specified Person, such Person\u2019s Affiliates and the directors, officers, partners, members,\ntrustees, employees, agents, administrators, managers, representatives and advisors of such Person and of such Person\u2019s Affiliates.\n\n \u201cRelease\u201d means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal,"}, {"title": "lyft.txt", "text": "discharge, dispersal, leaching or\nmigration into the environment or within or upon any building, structure, facility or fixture.\n\n \u201cRelevant Governmental Body\u201d means (i) with respect to a Benchmark Replacement in respect of Loans denominated in dollars, the\nFederal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or\nconvened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark\nReplacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank\nof England or, in each case, any successor thereto, (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros,\nthe European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor\nthereto, and (iv) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the central bank for the\ncurrency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible forsupervising\neither (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee\nofficially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any\ncentral bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such\nBenchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.\n\n \u201cRelevant Rate\u201d means (i) with respect to any Term Benchmark Borrowing denominated in dollars, the Adjusted Term SOFR Rate,\n(ii) with respect to any Term Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term\nBenchmark Borrowing denominated in Australian Dollars, the BBSY Rate, (iv) with respect to any Term Benchmark Borrowing denominated\nin Yen, the TIBOR Rate, (v) with respect to any RFR Borrowing denominated in Sterling, the applicable Adjusted Daily Simple RFR or (vi)\nwith respect to any RFR Borrowing denominated in Singapore Dollars, the applicable Daily Simple RFR, as applicable."}, {"title": "lyft.txt", "text": "\u201cRequired Lenders\u201d means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving\nCommitments representing more than 50% of the sum of the Aggregate Revolving Exposure and the aggregate amount of the unused\nRevolving Commitments at such time.\n\n \u201cResolution Authority\u201d means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution\nAuthority.\n\n\n\n-39-\n\f \u201cResponsible Officer\u201d means, with respect to any Person, the Financial Officer or any executive vice president, senior vice president,\nvice president, secretary or assistant secretary of such Person and any other officer or similar official thereof responsible for the\nadministration of the obligations of such Person in respect of this Agreement and, as to any document delivered on the Effective Date, any\nsecretary or assistant secretary of such Person.\n\n \u201cRevaluation Date\u201d means (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date\nof the Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement;\n(b)with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which such Letter of\nCredit is issued, (ii) the first Business Day of each calendar quarter and (iii) the date of any amendment of such Letter of Credit that has the\neffect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may reasonably determine at any time\nwhen an Event of Default exists.\n\n \u201cRevolving Availability Period\u201d means the period from and including the Effective Date to but excluding the earlier of the Maturity\nDate and the date of termination of the Revolving Commitments.\n\n \u201cRevolving Commitment\u201d means, with respect to each Lender, the commitment, if any, of such Lender to make Loans, to acquire\nparticipations in Letters of Credit and Swingline Loans hereunder in each case with respect to the Borrower, expressed as an amount\nrepresenting the maximum aggregate permitted amount of such Lender\u2019s Revolving Exposure hereunder, as such commitment may be (a)\nreduced from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section\n2.21 or (c) reduced or increased from time t"}, {"title": "lyft.txt", "text": "o time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount\nof each Lender\u2019s Revolving Commitment is set forth in Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender\nshall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders\u2019 Revolving Commitments is\n$1,000,000,000.\n\n \u201cRevolving Commitment Fee\u201d has the meaning set forth in Section 2.09(a).\n\n \u201cRevolving Commitment Increase\u201d has the meaning assigned to such term in Section 2.21(a).\n\n \u201cRevolving Commitment Increase Closing Date\u201d has the meaning assigned to such term in Section 2.21(b).\n\n \u201cRevolving Exposure\u201d means, with respect to any Lender at any time, the aggregate outstanding principal amount of such Lender\u2019s\nLoans, its LC Exposure and its Swingline Exposure.\n\n \u201cRevolving Facility\u201d means the revolving credit, swingline and letter of credit, in each case contemplated by Article II and the\nincremental facilities, if any, contemplated by Section 2.21.\n\n \u201cRFR\u201d means, for any RFR Loan denominated in (a) Sterling, SONIA, (b) euros, ESTR, (c) dollars, Daily Simple SOFR and (d)\nSingapore Dollars, SORA.\n\n \u201cRFR Borrowing\u201d means, as to any Borrowing, the RFR Loans comprising such Borrowing.\n\n \u201cRFR Business Day\u201d means, for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on\nwhich banks are closed for general business in London, (b) euros, any day that is a TARGET Day, except for a (i) Saturday or (ii) a Sunday, (c)\ndollars, a U.S. Government\n\n\n\n-40-\n\fSecurities Business Day and (d) Singapore Dollars, a day on which banks are open for settlement of payments and foreign exchange\ntransactions in Singapore.\n\n \u201cRFR Interest Day\u201d has the meaning specified in the definition of \u201cDaily Simple RFR\u201d.\n\n \u201cRFR Loan\u201d means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR or Daily Simple RFR, as applicable.\n\n \u201cS&P\u201d means Standard & Poor\u2019s Rating Services, a Standard & Poor\u2019s Financial Services LLC business, or any successor to its rating\nagency business.\n\n \u201cSale/Leaseback Transaction\u201d means an arrangement relating to property owned by the Borrower or any Subsidiary whereby the\nBorrower or such Subsidiary sells or transfers such property to any Person and the Borrowe"}, {"title": "lyft.txt", "text": "r or any Subsidiary leases such property from\nsuch Person or its Affiliates.\n\n \u201cSanctioned Country\u201d means, at any time, a country, region or territory that is itself the subject or target of any Sanctions (at the date of\nthis Agreement, the so-called Donetsk People\u2019s Republic, the so- called Luhansk People\u2019s Republic, the Crimea region of Ukraine, Cuba, Iran,\nNorth Korea and Syria).\n\n \u201cSanctioned Person\u201d means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by\nOFAC or the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state,\nHM Treasury of the United Kingdom, or any other relevant sanctions authority, (b) any Person located, organized or resident in a Sanctioned\nCountry, (c) any Person 50% or more owned or controlled by any Person or Persons described in the preceding clauses (a) and (b), or (d) any\nPerson otherwise the subject of any Sanctions.\n\n \u201cSanctions\u201d means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the\nU.S. government, including those administered by OFAC or the\nU.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or HM Treasury\nof the United Kingdom, or any other relevant sanctions authority.\n\n \u201cSEC\u201d means the United States Securities and Exchange Commission.\n\n \u201cSecurities Act\u201d means the United States Securities Act of 1933.\n\n \u201cSimilar Business\u201d means any business and any services, activities or businesses directly related or similar to, or incidental, corollary,\nsynergistic or complementary to any line of business engaged in by the Borrower and its subsidiaries on the Effective Date or any business\nactivity that is a reasonable extension, development or expansion thereof or ancillary thereto.\n\n \u201cSenior Unsecured Rating\u201d means, with respect to any Rating Agency as of any date of determination, (a) the rating by such Rating\nAgency of the senior unsecured long-term indebtedness of the Borrower or (b) if, and only if, such Rating Agency shall not have in effect the\nrating referred to in clause (a), the Borrower\u2019s \u201ccorporate credit\u201d (however denominated) rating assigned by such Rating Agency.\n\n \u201cSingapore Dollars\u201d means lawful money of the Republ"}, {"title": "lyft.txt", "text": "ic of Singapore.\n\n \u201cSOFR\u201d means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.\n\n\n\n-41-\n\f \u201cSOFR Administrator\u201d means the NYFRB (or a successor administrator of the secured overnight financing rate).\n\n \u201cSOFR Administrator\u2019s Website\u201d means the NYFRB\u2019s website, currently at http://www.newyorkfed.org, or any successor source for\nthe secured overnight financing rate identified as such by the SOFR Administrator from time to time.\n\n \u201cSOFR Determination Date\u201d has the meaning specified in the definition of \u201cDaily Simple\nSOFR\u201d.\n\n \u201cSOFR Loan\u201d means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate.\n\n \u201cSOFR Rate Day\u201d has the meaning specified in the definition of \u201cDaily Simple SOFR\u201d.\n\n \u201cSold Entity or Business\u201d has the meaning specified in the definition of \u201cConsolidated EBITDA\u201d.\n\n \u201cSONIA\u201d means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such\nBusiness Day published by the SONIA Administrator on the SONIA Administrator\u2019s Website on the immediately succeeding Business Day.\n\n \u201cSONIA Administrator\u201d means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).\n\n \u201cSONIA Administrator\u2019s Website\u201d means the Bank of England\u2019s website, currently at http://www.bankofengland.co.uk, or any\nsuccessor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.\n\n \u201cSORA\u201d means a rate equal to the Singapore Overnight Rate Average as administered by the SORA Administrator, as\nadministrator of the benchmark, on the SORA Administrator\u2019s Website; provided that if SORA as so determined would be less than the\nFloor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.\n\n \u201cSORA Administrator\u201d means the Monetary Authority of Singapore (or any successor administrator of the Singapore Overnight\nRate Average).\n\n \u201cSORA Administrator\u2019s Website\u201d means the Monetary Authority of Singapore\u2019s website, currently at https://eservices.mas.gov.sg, or\nany successor website for the Singapore Overnight Rate Average officially designated as such by the SORA Administrator from time to time\n(or as published by its authorized distributors).\n\n \u201cStatutory Reserve Ra"}, {"title": "lyft.txt", "text": "te\u201d means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator\nof which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or\nsupplemental reserves), expressed as a decimal, established by the Board of Governors for eurocurrency funding (currently referred to as\n\u201cEurocurrency Liabilities\u201d in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to\nsuch Regulation D. Term Benchmark Loans for which the associated Benchmark is adjusted by reference to the Statutory Reserve Rate (per\nthe related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements\nwithout benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation\nD or any comparable regulation. The Statutory Reserve\n\n\n\n-42-\n\fRate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.\n\n \u201cSterling\u201d means the lawful currency of the United Kingdom.\n\n \u201csubsidiary\u201d means, with respect to any Person (the \u201cparent\u201d) at any date, (a) any Person the accounts of which would be\nconsolidated with those of the parent in the parent\u2019s consolidated financial statements if such financial statements were prepared in\naccordance with GAAP as of such date and (b) any other Person (i) of which Equity Interests representing more than 50% of the equity value\nor more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of\nsuch date, owned, controlled or held, or (ii) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the\nparent or by the parent and one or more subsidiaries of the parent.\n\n \u201cSubsidiary\u201d means any subsidiary of the Borrower.\n\n \u201cSustainability Fee Adjustment\u201d with respect to any period between Sustainability Pricing Adjustment Dates, an amount (whether\npositive, negative or zero), expressed as a percentage, equal to the sum of (a) the GHG Emissions Fee Adjustment Amount plus (b) the Diverse\nSupplier Fee Adjustment Amount, in each case for such period.\n\n \u201cSustainability Margin Adjustment\u201d with respect to any period betwe"}, {"title": "lyft.txt", "text": "en Sustainability Pricing Adjustment Dates, an amount (whether\npositive, negative or zero), expressed as a percentage, equal to the sum of (a) the GHG Emissions Margin Adjustment Amount plus (b) the\nDiverse Supplier Margin Adjustment Amount, in each case for such period.\n\n \u201cSustainability Pricing Adjustment Date\u201d has the meaning specified in Section 1.13.\n\n \u201cSustainability Table\u201d means the Sustainability Table set forth on Schedule 1.13.\n\n \u201cSwap Contract\u201d means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,\ncommodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond\nindex swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign\nexchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap\ntransactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any\noptions to enter into any of the foregoing), whether ornot any such transaction is governed by or subject to any master agreement, and\n(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any\nform of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master\nAgreement, or any similar master agreement (any such master agreement, together with any related schedules, a \u201cMaster Agreement\u201d),\nincluding any such obligations or liabilities under any Master Agreement.\n\n \u201cSwap Termination Value\u201d means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally\nenforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out\nand termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in\nclause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-\nmarket or other readily available quotations\n\n\n\n-43-\n\fprovided by any recogn"}, {"title": "lyft.txt", "text": "ized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).\n\n \u201cSwingline Exposure\u201d means, at any time, the sum of the aggregate of all outstanding Swingline Loans. The Swingline Exposure of\nany Lender at any time shall be its Pro Rate Percentage of the aggregate Swingline Exposure.\n\n \u201cSwingline Lender\u201d means Morgan Stanley Senior Funding, Inc., in its capacity as lender of Swingline Loans hereunder.\n\n \u201cSwingline Loan\u201d means a Loan made pursuant to Section 2.19.\n\n \u201cSyndication Agents\u201d mean Morgan Stanley, Bank of America, N.A., Goldman Sachs Lending Partners LLC, Barclays Bank PLC,\nCitibank, N.A., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., each in its capacity as syndication agent for the Revolving Facility.\n\n \u201cTaxes\u201d means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value\nadded taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority,\nincluding any interest, additions to tax and penalties applicable thereto.\n\n \u201cTARGET2\u201d means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a\nsingle shared platform and which was launched on November 19, 2007.\n\n \u201cTARGET Day\u201d means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if\nany, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.\n\n \u201cTerm Benchmark\u201d when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such\nBorrowing, are bearing interest at a rate determined by reference to the Adjusted EURIBOR Rate, the Adjusted Term SOFR Rate, the BBSY\nRate or the TIBOR Rate.\n\n \u201cTerm SOFR Rate\u201d means,\n\n (a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the\n applicable Interest Period on the day (such day, the \u201cPeriodic Term SOFR Determination Day\u201d) that is two (2) U.S. Government\n Securities Business Days prior to the first day of such Interest Period, as such rate is published by the CME Term SOFR\n Administrator; provided, however, that if as of 5:00 p.m. (New York City time)"}, {"title": "lyft.txt", "text": "on any Periodic Term SOFR Determination Day the\n Term SOFR Reference Rate for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark\n Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Term SOFR Rate will be the Term SOFR\n Reference Rate for such tenor as published by the CME Term SOFR Administrator on the first preceding U.S. Government Securities\n Business Day for which such Term SOFR Reference Rate for such tenor was published by the CME Term SOFR Administrator so\n long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S.\n Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and\n\n (b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one\n month on the day (such day, the \u201cABR Term SOFR\n\n\n\n-44-\n\f Determination Day\u201d) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the\n CME Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR\n Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the CME Term SOFR\n Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Term\n SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the CME Term SOFR Administrator on the first\n preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the\n CME Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3)\n U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.\n\n \u201cTerm SOFR Reference Rate\u201d means the forward-looking term rate based on SOFR.\n\n \u201cTermination Date\u201d means the date upon which all Revolving Commitments have terminated, no Letters of Credit are outstanding (or\nif Letters of Credit remain outstanding, as to which the Administrative Agent has been furnished a cash deposit or a back up standby letter of\ncredit in accordance with the terms of this"}, {"title": "lyft.txt", "text": "Agreement), and the Loans and LC Exposure, together with all interest, fees and other non-\ncontingent Obligations, have been paid in full in cash.\n\n \u201cTIBOR Rate\u201d means the rate per annum equal to the Tokyo Interbank Offer Rate, as published on the applicable Reuters screen page\n(or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time)\ntwo (2) Business Days prior to the commencement of an Interest Period with a term equivalent to such Interest Period; provided that if the\nTIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this\nAgreement.\n\n \u201cTotal Assets\u201d shall mean total assets of the Borrower and its Subsidiaries on a consolidated basis prepared in accordance with GAAP,\nshown on the most recent balance sheet (i) the Borrower and its Subsidiaries at such date and (ii) the VIEs at such date; provided that the\naggregate amount of assets that may be included pursuant to this clause (ii) shall not exceed 10.0% of Total Assets (calculated prior to giving\neffect to the addition of such amounts) as of the applicable date of determination.\n\n \u201cTransactions\u201d means (a) the execution, delivery and performance by the Borrower of the Loan Documents, the borrowing of the\nLoans and the use of proceeds thereof, (b) the Effective Date Refinancing, and (c) the payment of fees and expenses in connection with the\nforegoing.\n\n \u201cType\u201d, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans\ncomprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the BBSY Rate, the\nTIBOR Rate, the Adjusted Daily Simple RFR, the Daily Simple RFR or the Alternate Base Rate.\n\n \u201cUCC\u201d or \u201cUniform Commercial Code\u201d means the Uniform Commercial Code as in effect from time to time in the State of New York..\n\n \u201cUK Financial Institutions\u201d means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time\nto time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA\nHandbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit\ninsti"}, {"title": "lyft.txt", "text": "tutions and investment firms, and certain affiliates of such credit institutions or investment firms.\n\n\n\n-45-\n\f \u201cUK Resolution Authority\u201d means the Bank of England or any other public administrative authority having responsibility for the\nresolution of any UK Financial Institution.\n\n \u201cUnadjusted Benchmark Replacement\u201d means the applicable Benchmark Replacement excluding the related Benchmark Replacement\nAdjustment.\n\n \u201cU.S. Government Securities Business Day\u201d means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the\nSecurities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire\nday for purposes of trading in United States government securities.\n\n \u201cUSA PATRIOT Act\u201d means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and\nObstruct Terrorism Act of 2001.\n\n \u201cVIE\u201d has the meaning specified in Section 1.12.\n\n \u201cVoting Shares\u201d means, with respect to any Person, outstanding shares of capital stock or other Equity Interests of any class of such\nPerson entitled to vote in the election of directors, or otherwiseto participate in the direction of the management and policies, of such Person,\nexcluding shares or other Equity Interests entitled so to vote or participate only upon the happening of some contingency.\n\n \u201cwholly owned\u201d, when used in reference to a subsidiary of any Person, means that all the Equity Interests in such subsidiary (other\nthan directors\u2019 qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable\nlaw) are owned, beneficially and of record, by such Person, another wholly owned subsidiary of such Person or any combination thereof.\n\n \u201cWithdrawal Liability\u201d means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such\nMultiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.\n\n \u201cWrite-Down and Conversion Powers\u201d means, (a) with respect to any EEA Resolution Authority, the write-down and conversion\npowers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which\nwrite-down and conversion powers are described in the EU Bail-In Legislation Schedule, and"}, {"title": "lyft.txt", "text": "(b) with respect to the United Kingdom, any\npowers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any\nUK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,\nsecurities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had\nbeen exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are\nrelated to or ancillary to any of those powers.\n\n \u201cYen\u201d means lawful money of Japan.\n\n SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified\nand referred to by Type (e.g., a \u201cABR Loan\u201d, \u201cTerm Benchmark Loan\u201d or \u201cRFR Loan\u201d or \u201cABR Borrowing\u201d, \u201cTerm Benchmark Borrowing\u201d\nor \u201cRFR Borrowing\u201d).\n\n SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms\ndefined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words\n\u201cinclude\u201d, \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the phrase \u201cwithout limitation\u201d. The word \u201cwill\u201d shall be\n\n\n\n-46-\n\fconstrued to have the same meaning and effect as the word \u201cshall\u201d. The words \u201casset\u201d and \u201cproperty\u201d shall be construed to have the same\nmeaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties. The word \u201claw\u201d shall be\nconstrued as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having\nthe force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental\nAuthorities. All references to \u201cin the ordinary course of business\u201d of the Borrower or any Subsidiary thereof means (i) in the ordinary course\nof business of, or in furtherance of an objective that is in the ordinary course of business of the Borrower or such Subsidiary, as applicable, (ii)\ncustomary and usual in the industry or industries of the Borrower and its Subsidiaries in the United States or any other jurisdiction in which\nthe"}, {"title": "lyft.txt", "text": "Borrower or any Subsidiary does business, as applicable, or (iii) generally consistent with the past or current practice of the Borrower or\nsuch Subsidiary, as applicable, or any similarly situated businesses of the United States or any other jurisdiction in which the Borrower or any\nSubsidiary does business, as applicable. With respect to any Default or Event of Default, the words \u201cexists\u201d, \u201cis continuing\u201d or similar\nexpressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. Except as\notherwise provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other\ndocument (including this Agreement and the other Loan Documents) shall be construed as referring to such agreement, instrument or other\ndocument as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,\nrestatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be\nconstrued as referring thereto as from time to time amended, supplemented or otherwise modified, and all references to any statute shall be\nconstrued as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to\nany Person shall be construed to include such Person\u2019s successors and assigns (subject to any restrictions on assignment set forth herein) and,\nin the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the\nwords \u201cherein\u201d, \u201chereof\u201d and \u201chereunder\u201d, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to\nany particular provision hereof and (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles\nand Sections of, and Exhibits and Schedules to, this Agreement.\n\n SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations.\n\n (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in\naccordance with GAAP as in effect from time to time; provided that (i) if the Borrower, by notice to the Administrative Agent, shall re"}, {"title": "lyft.txt", "text": "quest\nan amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application\nthereof on the operation of such provision (or if the Administrative Agent or the Required Lenders, by notice to the Borrower, shall request an\namendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or\nin the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such\nchange shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii)\nnotwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed (other than\nfor purposes of Sections 3.04, 5.01(a) and 5.01(b)), and all computations of amounts and ratios referred to herein shall be made, (A) without\ngiving effect to (x) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other\nAccounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness at \u201cfair value\u201d, as\ndefined therein, or (y) any other accounting principle that results in any Indebtedness being reflected on a balance sheet at an amount less than\nthe stated principal amount thereof, (B) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments\nunder Accounting Standards\n\n\n\n-47-\n\fCodification 470-20 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value\nany such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full\nstated principal amount thereof, and (C) without giving effect to any change in accounting for leases resulting from the implementation of\nFinancial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent any lease (or similar arrangement conveying the\nright to use) would be required to be treated as a capital lease where such lease (or similar arrangement) would not have been required to be\nso treated under GAAP as in effect on December 31, 2015.\n\n (b) All pro forma computations required to be m"}, {"title": "lyft.txt", "text": "ade hereunder giving effect to any transaction shall be calculated after giving pro\nforma effect thereto (and, in the case of any pro forma computations made hereunder to determine whether such transaction is permitted to be\nconsummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro\nforma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four\nconsecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to\nSection 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the\nfinancial statements referred to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the\nassets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X\nunder the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the intereston such\nIndebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking\ninto account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in excess of 12\nmonths).\n\n (c) Whenever the Borrower elects to give pro forma effect in accordance with Section 1.04(b) above for the implementation of\nany restructuring, operational initiative, business optimization, operational or technology change or improvement, the pro forma calculations\nshall be made in good faith by a financial officer of the Borrower and may include, for the avoidance of doubt, the amount of \u201crun- rate\u201d cost\nsavings, operating expense reductions, operating initiatives, other operating improvements and synergies projected by the Borrower in good\nfaith to be realizable as a result of specified actions taken, committed to be taken or expected to be taken in the good faith determination of\nthe Borrower (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating\nimprovements and synergies had been realized in full on"}, {"title": "lyft.txt", "text": "the first day of such period and as if such cost savings, operating expense reductions,\noperating initiatives, other operating improvements and synergies were realized in full during the entirety of such period and \u201crun-rate\u201d means\nthe full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps\nhave been taken or are expected to be taken (including any savings expected to result from the elimination of a public target\u2019s compliance\ncosts with public company requirements), whether prior to or following the Effective Date, net of the amount of actual benefits realized\nduring such period from such actions, and any such adjustments (herein, the \u201cPro Forma Adjustments\u201d) shall be included in the initial pro\nforma calculations of such financial ratios or tests and during any subsequent four quarter period in which the effects thereof are expected to\nbe realizable) relating to such transactions or actions; provided that (a) such amounts are reasonably identifiable and factually supportable, (b)\nsuch actions have been taken or substantial steps have been taken or are expected to be taken (in the reasonable andgood faith determination\nof the Borrower and as certified to by the chief executive officer, chief financial officer, treasurer, chief accounting officer or controller of the\nBorrower in a certificate delivered to the Administrative Agent), within 24 months after the consummation or commencement, as applicable,\nof any change that is expected to result in such cost savings or synergies, (c) no amounts shall be added to the extent duplicative of any\namounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether\n\n\n\n-48-\n\fthrough a pro forma adjustment or otherwise, with respect to such period and (d) the aggregate amount of such Pro Forma Adjustments\n(together with all amounts added back under clause (l) of the definition of Consolidated EBITDA) shall not exceed 15% of Consolidated\nEBITDA of the Borrower for the period of four consecutive fiscal quarters most recently ended prior to the determination date (calculated\nafter giving effect to any adjustments pursuant to this Section 1.04(c) and clause (l) of the definition of Consolidated EBITDA).\n\n SECTION 1.05. Currency Translation.\n\n (a) All references in the L"}, {"title": "lyft.txt", "text": "oan Documents to Loans, Letters of Credit, Obligations, covenant baskets and other amounts shall be\ndenominated in dollars unless expressly provided otherwise. Compliance with all such dollar denominated amounts shall be based on the\nDollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than dollars and shall be determined\nby the Administrative Agent on any Revaluation Date. Notwithstanding anything herein to the contrary, if any Obligation is funded and\nexpressly denominated in a currency other than dollars, the Borrower shall repay such Obligation (including any interest thereon) in such\nother currency. All fees payable under Section 2.09 shall be payable in dollars. Notwithstanding anything to the contrary in this Agreement,\nwith respect to the amount of any Indebtedness, Lien, or affiliate transaction, no Default or Event of Default shall be deemed to have occurred\nsolely as a result of any dollar basket being exceeded due to a change in the rate of currency exchange occurring after the time of any such\nspecified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared.\nNo Default or Event of Default shall arise as a result of any limitation or threshold set forth in dollars in Section 7.01(f), (g) or (k) being\nexceeded solely as a result of changes in currency exchange rates from those rates applicable on the last day of the fiscal quarter immediately\npreceding the fiscal quarter in which such determination occurs or in respect of which such determination is being made.\n\n (b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark\nLoan or a RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple\namount, is expressed in dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall\nbe the Dollar Equivalent of such amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward),\nas determined by the Administrative Agent or the Issuing Bank, as the case may be.\n\n SECTION 1.06. Rounding. The calculation of any financial ratios under this Agreement shall be calculated by dividing the\nappropriate componen"}, {"title": "lyft.txt", "text": "t by the other component, carrying the result to one place more than the number of places by which such ratio is\nexpressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).\n\n SECTION 1.07. Interest Rates. The interest rate on a Loan denominated in dollars or an Alternative Currency may be derived from\nan interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence\nof a Benchmark Transition Event, Section 2.11(b) provides a mechanism for determining an alternative rate of interest. The Administrative\nAgent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,\nperformance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate\nthereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative,\nsuccessor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate\nbeing replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The\nAdministrative Agent and\n\n\n\n-49-\n\fits affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or\nany alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case,\nin a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to\nascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant\nto the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind,\nincluding direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or\notherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such\ninformation source or service"}, {"title": "lyft.txt", "text": ".\n\n SECTION 1.08. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under\nDelaware law (or any comparable event under a different jurisdiction\u2019s laws): (a) if any asset, right, obligation or liability of any Person\nbecomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original\nPerson to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized\nand acquired on the first date of its existence by the holders of its Equity Interests at such time.\n\n SECTION 1.09. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern\ntime (daylight or standard, as applicable).\n\n SECTION 1.10. Timing of Payment and Performance. When the payment of any obligation or the performance of any covenant,\nduty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance\nshall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the\ncase may be.\n\n SECTION 1.11. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be\ndeemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by\nits terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount\nthereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such\nincreases, whether or not such maximum amount is available to be drawn at such time.\n\n SECTION 1.12. Consolidation of Variable Interest Entities. All references herein to the determination of any amount for the\nBorrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case (other than as set forth in the definition of\n\u201cTotal Assets\u201d), be deemed to exclude each variable interest entity (\u201cVIE\u201d) that the Borrower is required to consolidate pursuant to\nStatement of Financial Accounting Standard No. 167 as if such variable intere"}, {"title": "lyft.txt", "text": "st entity were a Subsidiary as defined herein. For the\navoidance of doubt, each VIE shall not constitute a Subsidiary for purposes of this Agreement and, as such, will not be taken into account for\nany financial calculations, including, without limitation, determining Consolidated EBITDA, Fixed Charges, Consolidated Net Income, Total\nAssets (other than as set forth in the definition of \u201cTotal Assets\u201d) and Consolidated Total Indebtedness.\n\n SECTION 1.13. Sustainability Adjustments.\n\n (a) The Borrower may, at its election, deliver a Pricing Certificate to the Administrative Agent in respect of the most recently\nended fiscal year, commencing with the fiscal year ended December 31, 2022, on any date prior to the date that is 270 days following the last\nday of such fiscal year (the\n\n\n\n-50-\n\f\u201cInitial Delivery Date\u201d); provided that the Pricing Certificate for any fiscal year may be delivered on any date following the Initial Delivery\nDate that is prior to the date that is 365 days following the last day of the preceding fiscal year, so long as such Pricing Certificate includes a\ncertification that delivery of such Pricing Certificate on or before the Initial Delivery Date was not possible because (i) the information\nrequired to calculate the KPI Metrics for such preceding fiscal year was not available at such time or (ii) the report of the KPI Metrics Auditor,\nif relevant, was not available at such time (the date of the Administrative Agent\u2019s receipt thereof, each a \u201cPricing Certificate Date\u201d). Upon\ndelivery of a Pricing Certificate in respect of a fiscal year, (i) the Applicable Rate for the Loans incurred by the Borrower shall be increased or\ndecreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in the KPI Metrics\nCertificate delivered with such Pricing Certificate, and (ii) the Applicable Rate for the Revolving Commitment Fee shall be increased or\ndecreased (or neither increased or decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such KPI Metrics\nCertificate. For purposes of the foregoing, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as\nof the fifth Business Day following the Pricing Certificate Date for such Pricing Certificate based upon the KPI Metrics for such fiscal year\nset f"}, {"title": "lyft.txt", "text": "orth in the KPI Metrics Certificate delivered with such Pricing Certificate and the calculations of the Sustainability Margin Adjustment\nand the Sustainability Fee Adjustment in such KPI Metrics Certificate (such fifth Business Day, a \u201cSustainability Pricing Adjustment Date\u201d).\nEach change in the Applicable Rate on any Sustainability Pricing Adjustment Date shall be effective during the period commencing on and\nincluding such Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing\nAdjustment Date.\n\n (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any fiscal year. It is further understood\nand agreed that the Applicable Rate for Loans incurred by the Borrower will never be reduced or increased by more than 0.050% and that the\nApplicable Rate for the Revolving Commitment Fee will never be reduced or increased by more than 0.010%, pursuant to the Sustainability\nMargin Adjustment and the Sustainability Fee Adjustment, respectively, on any Sustainability Pricing Adjustment Date. For the avoidance of\ndoubt, any adjustment to the Applicable Rate for such Loans or such RevolvingCommitment Fee by reason of meeting one or both KPI\nMetrics in any fiscal year shall not be cumulative year-over-year. The adjustments pursuant to this Section made on any Sustainability Pricing\nAdjustment Date shall only apply for the period until the date immediately preceding the next Sustainability Pricing Adjustment Date.\n\n (c) If, for any fiscal year, either (i) no Pricing Certificate shall have been delivered for such fiscal year or (ii) the Pricing\nCertificate delivered for such fiscal year shall fail to include the Diverse Supplier Spend Percentage or GHG Emissions Intensity for such\nfiscal year, then the Sustainability Margin Adjustment will be positive 0.050% and/or the Sustainability Fee Adjustment will be positive\n0.010%, as applicable, in each case commencing on the last day such Pricing Certificate could have been delivered in accordance with the\nterms of clause (a) above (it being understood that, in the case of the foregoing clause (ii), the Sustainability Margin Adjustment or the\nSustainability Fee Adjustment will be determined in accordance with such Pricing Certificate to the extent the (A) Sustainability Margin\nAdjustment or the Sustainability Fee A"}, {"title": "lyft.txt", "text": "djustment is included in such Pricing Certificate and (B) the Administrative Agent has separately\nreceived the Diverse Supplier Spend Percentage and/or GHG Emissions Intensity, as applicable).\n\n (d) If (i) the Borrower becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Fee\nAdjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a \u201cPricing Certificate Inaccuracy\u201d), and (ii) a\nproper calculation of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics would have resulted in an\nincrease in the Applicable Rate for the Loans incurred by the Borrower and the Revolving Commitment Fee for any period, the Borrower\nshall notify the Administrative Agent of such inaccuracy\n\n\n\n-51-\n\fand (x) commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate for the Loans and\nthe Revolving Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability\nFee Adjustment or the KPI Metrics, as applicable, and (y) the Borrower shall be obligated to pay to the Administrative Agent for the account\nof the applicable Lenders, promptly on demand (and in any event within 10 Business Days) by the Administrative Agent an amount equal to\nthe excess of (1) the amount of interest for the Loans and Revolving Commitment Fees that should have been paid for such period over (2) the\namount of interest for the Loans and Revolving Commitment Fees actually paid for such period. If the Borrower becomes aware of any\nPricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Fee\nAdjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate for the Loans and the Revolving Commitment Fee\nfor any period during any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate\nInaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Fee Adjustment\nor the KPI Metrics, as applicable) (x) commencing on the Business Day following receipt by the Administrative Agent of such notice, the\nApplicable Rate for the Loans and the Revolving Commitment Fee"}, {"title": "lyft.txt", "text": "shall be adjusted to reflect the corrected calculations of the Sustainability\nMargin Adjustment, Sustainability Fee Adjustment or the KPI Metrics, as applicable, and (y) an amount equal to the excess of (1) the amount\nof interest and fees actually paid for such period over (2) the amount of interest and fees that should have been paid for such period shall be\ncredited to the account of the Borrower and shall reduce the amount of interest for the Loans and Revolving Commitment Fees owing by the\nBorrower in future periods to the Lenders (on a pro rata basis) on the date of payment of such interest for the Loans or Revolving\nCommitment Fees for such future period.\n\n (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default and,\nnotwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an\norder for relief with respect to a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws),\n(i) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a\nDefault (whether retroactively or otherwise) and (ii) none of such additional amounts shall be deemed overdue prior to the date that is 10\nBusiness Days after such a demand or shall accrue interest at the rate provided in Section 2.10(f) prior to the date that is 10 Business Days after\nsuch a demand. For the avoidance of doubt, the failure by the Borrower to deliver a Pricing Certificate shall not under any circumstance\nconstitute a Default or an Event of Default.\n\n (f) Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of)\nreviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Margin Adjustment or Sustainability Fee\nAdjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the\nAdministrative Agent may rely conclusively on any such certificate, without further inquiry).\n\n\n\n-52-\n\f ARTICLE II\n\n The Credits\n\n SECTION 2.01."}, {"title": "lyft.txt", "text": "Commitments.\n\n (a) Subject to the terms and conditions set forth herein, each Lender agrees to make Loans in any Agreed Currency to the\nBorrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender\u2019s\nRevolving Exposure exceeding such Lender\u2019s Revolving Commitment or the Aggregate Revolving Exposure exceeding the Aggregate\nRevolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,\nprepay and reborrow Loans without premium or penalty (but subject to Section 2.13, if applicable).\n\n SECTION 2.02. Loans and Borrowings.\n\n (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by\nthe Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Loan required to be\nmade by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are\nseveral and no Lender shall be responsible for any other Lender\u2019s failure to make Loans as required.Any Swingline Loan shall be made in\naccordance with the procedures set forth in Section 2.19.\n\n (b) Subject to Sections 2.11 and 2.12, each Borrowing (other than Swingline Loans) shall be comprised (i) in the case of\nBorrowings in dollars, entirely of ABR Loans or Term Benchmark Loans, (ii) in the case of Borrowings in Euros, entirely of Term Benchmark\nLoans, (iii) in the case of Borrowings in Sterling, entirely of RFR Loans, (iv) in the case of Borrowings in Yen or Australian Dollars, entirely\nof Term Benchmark Loans, and (v) in the case of Borrowings in Singapore Dollars, entirely of RFR Loans, in each case, denominated in the\napplicable currency, bearing interest at the Relevant Rate and as the Borrower may request in accordance herewith. Each Swingline Loan\nshall be an ABR Loan denominated in dollars. Each Lender at its option may make any Loan by causing any domestic or foreign branch or\nAffiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay\nsuch Loan in accordance with the terms of this Agreement.\n\n (c) At the commencement of each Interest Period for any Term Benchma"}, {"title": "lyft.txt", "text": "rk Borrowing, such Borrowing shall be in an aggregate\namount that is an integral multiple of $1,000,000 and not less than\n$1,000,000; provided that a Term Benchmark Borrowing that results from a continuation of an outstanding Term Benchmark Borrowing, as\napplicable, may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing and/or RFR\nBorrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than\n$1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate\nRevolving Commitment. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be\nmore than a total of eleven (11) (or such greater number as may be agreed to by the Administrative Agent), Term Benchmark Borrowings and\nRFR Borrowings outstanding.\n\n (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert\nto or continue, any Term Benchmark Borrowing if the Interest Period requested with respect thereto would en"}, {"title": "lyft.txt", "text": "d after the Maturity Date.\n\n\n\n-53-\n\f SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such\nrequest by telephone or in writing (a) in the case of a Term Benchmark Borrowing denominated in dollars, not later than 12:30 p.m., New\nYork City time, three U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) in the case of a Term\nBenchmark Borrowing denominated in Euros, not later than 9:00 a.m., New York City time, three Business Days before the date of the\nproposed Borrowing, (c) in the case of a Term Benchmark Borrowing denominated in Yen or Australian Dollars, not later than 12:30 p.m.,\nNew York City time, four Business Days before the date of the proposed Borrowing, (d) in the case of an RFR Borrowing denominated in\nSterling, not later than 11:00 a.m., New York City time, three RFR Business Days before the date of the proposed Borrowing, (e) in the case\nof an RFR Borrowing denominated in Singapore Dollars, not later than 12:30 p.m., New York City time, four RFR Business Days before the\ndate of the proposed Borrowing or (f) in the case of an ABR Borrowing, not later than 11:00"}, {"title": "lyft.txt", "text": "a.m., New York City time, on the day of the\nproposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as\ncontemplated by Section 2.20(e) may be given not\nlater than 11:00 a.m. on the date of the proposed Borrowing. Each such telephonic and written Borrowing Request shall be irrevocable and\nshall be made (or, if telephonic, confirmed promptly) by hand delivery or facsimile to the Administrative Agent of an executed written\nBorrowing Request. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section\n2.02:\n\n (i) the Borrower, the aggregate amount and Agreed Currency of such Borrowing;\n\n (ii) the date of such Borrowing, which shall be a Business Day;\n\n (iii) whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing;\n\n (iv) in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a\n period contemplated by the definition of the term \u201cInterest Period\u201d; and\n\n (v) the location andnumber of the account of the Borrower to which funds are to be disbursed.\n\nIf no election as to the currency of a Borrowing is specified, then the requested Borrowing shall be made in dollars. If no election as to the\nType of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing in dollars. If no Interest Period is specified with\nrespect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month\u2019s\nduration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each\nLender of the details thereof and of the amount of such Lender\u2019s Loan to be made as part of the requested Borrowing.\n\n SECTION 2.04. Funding of Borrowings.\n\n (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately\navailable funds by 11:00 a.m., New York City time (or, in the case of ABR Loans, such later time as shall be two hours after the delivery by\nthe Borrower of a Borrowing Request therefor in accordance with Section 2.03), in each case, to the account of the Administ"}, {"title": "lyft.txt", "text": "rative Agent\nmost recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in\nSection 2.19. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in\nlike funds, to an\n\n\n\n-54-\n\faccount of the Borrower; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in\nSection 2.20(e) shall be remitted by the Administrative Agent to the Applicable Issuing Bank.\n\n a. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that\nsuch Lender will not make available to the Administrative Agent such Lender\u2019s share of such Borrowing, the Administrative Agent may\nassume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance on\nsuch assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the\napplicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay tothe\nAdministrative Agent forthwith on written demand such corresponding amount with interest thereon, for each day from and including the date\nsuch amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a\npayment to be made by such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in\naccordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest\nrate applicable to ABR Loans or, in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable. If\nthe Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative\nAgent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such\namount to the Administrative Agent, then such amount shall constitute such Lender\u2019s Loan included in such Borrowing. Any payment by the\nBorrower shall be without prejudice to any claim the Borrower may have against a Lender that s"}, {"title": "lyft.txt", "text": "hall have failed to make such payment to the\nAdministrative Agent.\n\n SECTION 2.05. Interest Elections.\n\n (a) Each Borrowing initially shall be of the Type and Agreed Currency and, in the case of a Term Benchmark Borrowing, shall\nhave an initial Interest Period as specified in the applicable Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the\nBorrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Term\nBenchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section; provided that no SOFR Loan may be converted to a\nDaily Simple SOFR loan prior to the implementation of Daily Simple SOFR pursuant to Section 2.11. The Borrower may elect different\noptions with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the\nLenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate\nBorrowing.\n\n (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by\ntelephone or in writing by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a\nBorrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic and written\nInterest Election Request shall be irrevocable and shall be made (or, if telephonic, confirmed promptly) by hand delivery, facsimile or\nelectronic mail to the Administrative Agent of an executed written Interest Election Request. Each telephonic and written Interest Election\nRequest shall specify the following information in compliance with Section 2.02:\n\n (i) the Borrower, the Agreed Currency and the Borrowing to which such Interest Election Request applies and, if different\noptions are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in\nwhich case\n\n\n\n-55-\n\f the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);\n\n i. the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;"}, {"title": "lyft.txt", "text": "ii. whether the resulting Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or an RFR Borrowing;\n and\n\n iii. if the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after\n giving effect to such election, which shall be a period contemplated by the definition of the term \u201cInterest Period.\u201d\n\nIf any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall\nbe deemed to have selected an Interest Period of one month\u2019s duration.\n\n (c) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall\nadvise each Lender of the details thereof and of such Lender\u2019s portion of each resulting Borrowing.\n\n (d) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the\nend of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such\nBorrowing shall be continued as a Term Benchmark Borrowing in the same Agreed Currency for an additional Interest Period of one month.\nNotwithstanding any contrary provision hereof, if an Event of Default under clause (h) or\n(i) of Section 7.01 has occurred and is continuing with respect to the Borrower, or if any other Event of Default has occurred and is continuing\nand the Administrative Agent, at the request of (x) in the case of a Borrowing denominated in dollars, the Required Lenders and (y) in the\ncase of a Borrowing denominated in an Alternative Currency, the Required Lenders have notified the Borrower of the election to give effect\nto this sentence on account of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no\noutstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, (x) each Term Benchmark\nBorrowing denominated in dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, (y) each Term\nBenchmark Borrowing and each RFR Borrowing, in each case denominated in Euros or Sterling, shall bear interest at the Central Bank Rate\nfor the applicable Agreed Currency plus the CBR Spread and ("}, {"title": "lyft.txt", "text": "z) each Term Benchmark Borrowing and each RFR Borrowing, in each case\ndenominated in Yen, Singapore Dollars and Australian Dollars, shall be prepaid in full, in the case of Singapore Dollars, immediately and, in\nthe case of Yen and Australian Dollars, at the end of the applicable Interest Period; provided that, if the Administrative Agent determines\n(which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Currency\ncannot be determined, any outstanding affected Term Benchmark Loans denominated in any Agreed Currency shall either be (A) converted to\nan ABR Borrowing denominated in dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the\nInterest Period, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period, as applicable, in full; provided that if no\nelection is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y)\nthe last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (A)\nabove.-56-\n\f SECTION 2.06. Termination and Reduction of Revolving Commitments.\n\n (a) Unless previously terminated, the Revolving Commitments shall automatically terminate on the Maturity Date.\n\n (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Revolving Commitments; provided that\n(i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than\n$5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of\nthe Loans in accordance with Section 2.08, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii)\nthe other Revolving Exposure limitations set forth in Sections\n2.01 and 2.02 shall be satisfied after giving effect to any such reduction.\n\n (c) [Reserved].\n\n (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under\nparagraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effecti"}, {"title": "lyft.txt", "text": "ve\ndate thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each\nnotice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the\nRevolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the occurrence of one or more\nevents specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the\nspecified effective date if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent.\nEach reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving\nCommitments.\n\n SECTION 2.07. Repayment of Loans; Evidence of Debt.\n\n (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then\nunpaid principal amount of each Loan of such Lender made to the Borrower on the Maturity Date. The Borrower hereby unconditionally\npromises to pay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline\nLoan made to the Borrower on the earlier of the Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that\non each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any\nsuch Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.\n\n (b) The records maintained by the Administrative Agent and the Lenders shall (in the case of the Lenders, to the extent they are\nnot inconsistent with the records maintained by the Administrative Agent pursuant to Section 9.04(b)(iv)) be prima facie evidence of the\nexistence and amounts of the obligations of the Borrower in respect of the Loans, interest and fees due or accrued hereunder; provided that\nthe failure of the Administrative Agent or any Lender to maintain such records or any error therein shall not in any manner affect the\nobligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement.\n\n (c) Any Lender may request that Loans ma"}, {"title": "lyft.txt", "text": "de by it be evidenced by a promissory note. In such event, the Borrower shall\nprepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form approved by\nthe Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after\n\n\n\n-57-\n\fassignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein\nand its registered assigns.\n\n SECTION 2.08. Prepayment of Loans.\n\n (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without\npremium or penalty, subject to the requirements of this Section.\n\n (b) The Borrower shall notify the Administrative Agent by delivery of a Notice of Loan Prepayment of any optional prepayment\nhereunder (i) in the case of prepayment of a Term Benchmark Borrowing denominated in dollars, not later than 12:30 p.m., New York City\ntime, three U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of a Term Benchmark\nBorrowing denominated in Euros, not later than 9:00 a.m., New York City time, three Business Days before the date of prepayment, (iii) in\nthe case of a prepayment of a Term Benchmark Borrowing denominated in Yen or Australian Dollars, not later than 12:30 p.m., New York\nCity time, four Business Days before the date of prepayment, (iv) in the case of a prepayment of an RFR Borrowing denominated in Sterling,\nnot later than 11:00 a.m., New York City time, three RFR Business Days before the date of prepayment, (v) in the case of a prepayment of an\nRFR Borrowing denominated in Singapore Dollars, not later than 12:30 p.m., New York City time, four RFR Business Days before the date\nof prepayment and (vi) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day\nbefore the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Agreed Currency and the\nBorrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that a\nNotice of Loan Prepayment may state that such notice is conditioned upon the occurrence of one or more events specified therein, i"}, {"title": "lyft.txt", "text": "n which\ncase such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such\ncondition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents\nthereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of\nthe same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid\nBorrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.\n\n (c) In the event and on such occasion that the total Aggregate Revolving Exposure exceeds the Aggregate Revolving\nCommitments or any other Revolving Exposure limitations set forth in Sections\n2.01 and 2.02 are not satisfied, the Borrower shall promptly prepay the Loans, LC Exposure and/or Swingline Loans in an aggregate amount\nequal to such excess. All prepayments required by this Section 2.08(c) shall be applied to reduce the outstanding principal balance of the\nLoans, including Swingline Loans (without a permanent reduction of the any Commitment) and to cash collateralize outstanding LC\nExposure.\n\n SECTION 2.09. Fees.\n\n (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the \u201cRevolving\nCommitment Fee\u201d), which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender\nduring the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued\nRevolving Commitment Fees in respect of the Revolving Commitments shall be payable in arrears on the last Business Day of each March,\nJune, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such\ndate to occur after the Effective Date. All Revolving Commitment Fees shall be computed on the basis of a year of 360 days\n\n\n\n-58-\n\fand shall be payable for the actual number of days elapsed (including the first day but excluding the last day).\n\n (b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the\ntimes separately agreed upon b"}, {"title": "lyft.txt", "text": "etween the Borrower and the Administrative Agent, including pursuant to the Engagement Letter.\n\n (c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to (i) in the case of the Revolving\nCommitment Fees, the Administrative Agent for distribution to the Lenders entitled thereto and (ii) in the case of any fees payable to the\nAdministrative Agent for its own account, to the Administrative Agent. Fees paid shall not be refundable under any circumstances.\n\n (d) The Borrower agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its\nparticipations in Letters of Credit at a per annum rate equal to the Applicable Rate applicable to Term Benchmark Loans, on the average daily\namount of such Lender\u2019s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from\nand including the Effective Date to but excluding the later of the date on which such Lender\u2019s Revolving Commitment terminates and the date\non which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rateof 0.125%\nper annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)\nduring the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments\nand the date on which there ceases to be any LC Exposure, as well as such Issuing Bank\u2019s standard fees with respect to the issuance,\namendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder.\nParticipation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be\npayable on such day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the\ndate on which the Revolving Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be\npayable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written\ndemand. All participation fees and fronting fees shall be computed on the basis of a year of 360 d"}, {"title": "lyft.txt", "text": "ays and shall be payable for the actual\nnumber of days elapsed.\n\n SECTION 2.10. Interest.\n\n (a) The Loans comprising each ABR Borrowing (including each Swingline Loan to the Borrower) shall bear interest at the\nAlternate Base Rate plus the Applicable Rate.\n\n (b) [Reserved].\n\n (c) The Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate, the\nAdjusted EURIBOR Rate, the BBSY Rate or the TIBOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus\nthe Applicable Rate.\n\n (d) Each RFR Loan shall bear interest at a rate per annum equal to (i) with respect to any RFR Borrowing denominated in Sterling,\nthe applicable Adjusted Daily Simple RFR, (ii) with respect to any RFR Borrowing denominated in Singapore Dollars, the applicable Daily\nSimple RFR and (iii) with respect to any RFR Borrowing denominated in dollars, the applicable Adjusted Daily Simple RFR plus, in each\ncase, the Applicable Rate.\n\n (e) [Reserved].\n\n\n\n-59-\n\f (f) Notwithstanding the foregoing, if an Event of Default under Section 7.01(a) or (b) shall have occurred and be continuing,\nwhether at stated maturity, upon acceleration or otherwise, then, upon the written request of the Required Lenders until the related defaulted\namount shall have been paid in full, to the extent permitted by law, such overdue amount shall bear interest, after as well as before judgment,\nat a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan\nas provided in the preceding paragraphs of this Section or (ii) in the case of overdue interest, overdue fees or any other amounts on any Loan\nwith respect to any Revolving Commitment, 2.00% per annum plus the rate applicable to ABR Loans, as provided in paragraph (a) of this\nSection.\n\n (g) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon the\ntermination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable on\nwritten demand of the Required Lenders, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR\nLoan prior to the end of the Revolving Availability Period), accrued interest on"}, {"title": "lyft.txt", "text": "the principal amount repaid or prepaid shall be payable on the\ndate of such repayment or prepayment and (iii) in the event of any conversion of a Term Benchmark Loan prior to the end of the current\nInterest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Any accrued and unpaid\ninterest on any Loan shall be due and payable on the date such Loan is repaid.\n\n (h) Interest computed by reference to any Term Benchmark hereunder shall be computed on the basis of a year of 360 days.\nInterest computed by reference to the Daily Simple RFR or the Alternate Base Rate shall be computed on the basis of a year of 365 days (or\n366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding\nthe last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such\nLoan as of the applicable date of determination. The applicable Term Benchmark or Daily Simple RFR shall be determined by the\nAdministrative Agent, and such determination shall be conclusive absent manifest error.\n\n SECTION 2.11. Inability to Determine Rates.\n\n (a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.11, if:\n\n (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the\n commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for\n ascertaining the Term Benchmark for the applicable Agreed Currency and such Interest Period or (B) at any time, that adequate and\n reasonable means do not exist for ascertaining the applicable Daily Simple RFR or Adjusted Daily Simple RFR for the applicable\n Agreed Currency; or\n\n (ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest\n Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the BBSY Rate or the\n TIBOR Rate for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such\n Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing f"}, {"title": "lyft.txt", "text": "or the applicable Agreed\n Currency and such Interest Period or (B) at any time, the applicable Adjusted Daily Simple RFR, Daily Simple RFR, Daily Simple\n ESTR or ESTR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of\n making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;\n\n\n\n-60-\n\fthen the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly\nas practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to\nsuch notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in\naccordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans\ndenominated in dollars, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing\nas, a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request for an ABR Borrowing and (2) any Borrowing\nRequest that requests a Term Benchmark Borrowing shall instead be deemed to be a Borrowing Request for an ABR Borrowing and (B) for\nLoans denominated in an Alternative Currency, any Interest Election Request that requests the conversion of any Borrowing to, or\ncontinuation of any Borrowing as, a Term Benchmark Borrowing or an RFR Borrowing and any Borrowing Request that requests a Term\nBenchmark Borrowing or an RFR Borrowing, in each case for the relevant Benchmark, shall be ineffective; provided that if the circumstances\ngiving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted.\n\nFurthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower\u2019s receipt of the\nnotice from the Administrative Agent referred to in this Section 2.11(a) with respect to a Relevant Rate applicable to such Term Benchmark\nLoan or RFR Loan, then until\n(x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with\nrespect to the relevant Benchmark and (y) the Borrower delivers a new"}, {"title": "lyft.txt", "text": "Interest Election Request in accordance with the terms of Section 2.05\nor a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in dollars, (1) any Term Benchmark\nLoan shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business\nDay), be converted by the Administrative Agent to, and shall constitute, an ABR Loan, on such day and (B) for Loans denominated in an\nAlternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next\nsucceeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Alternative Currency plus\nthe CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest\nerror) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark\nLoans denominated in any Alternative Currency shall, at the Borrower\u2019s election prior to such day: (A) be prepaid by the Borrower on such\nday or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan\ndenominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan denominated in dollars and shall accrue interest at\nthe same interest rate applicable to Term Benchmark Loans denominated in dollars at such time and (2) any RFR Loan shall bear interest at\nthe Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines\n(which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative\nCurrency cannot be determined, any outstanding affected RFR Loans denominated in any Alternative Currency, at the Borrower\u2019s election,\nshall either (A) be converted into ABR Loans denominated in dollars (in an amount equal to the Dollar Equivalent of such Alternative\nCurrency) immediately or (B) be prepaid in full immediately.\n\n (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its\nrelated Benchmark Replacement Date have occurred prior to any setting of the then-current"}, {"title": "lyft.txt", "text": "Benchmark, then (x) if a Benchmark\nReplacement is determined in accordance with clause (1) or (2) of the definition of \u201cBenchmark Replacement\u201d with respect to dollars in the\ncase of clause (1) or Euros in the case of clause (2) for such Benchmark Replacement Date, such Benchmark Replacement will replace such\nBenchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark\nsettings without any amendment to, or\n\n\n\n-61-\n\ffurther action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is\ndetermined in accordance with clause (3) of the definition of \u201cBenchmark Replacement\u201d with respect to any Agreed Currency for such\nBenchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan\nDocument in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice\nof such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this\nAgreement or any other Loan Document so longas the Administrative Agent has not received, by such time, written notice of objection to\nsuch Benchmark Replacement from Lenders comprising the Required Lenders.\n\n (c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent (in consultation\nwith the Borrower) will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding\nanything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement\nConforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan\nDocument.\n\n (d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark\nReplacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. The Administrative Agent will notify the\nBorrower of (i) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (ii) the commencement of any\nBenchmark Unavailability Period. Any determination, decision or election that may be made by the Administrativ"}, {"title": "lyft.txt", "text": "e Agent or, if applicable,\nany Lender (or group of Lenders) pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of\nthe occurrence or non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any\nselection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any\nother party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11.\n\n (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the\nimplementation of a Benchmark Replacement), (i) if the then- current Benchmark is a term rate and either (A) any tenor for such Benchmark\nis not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in\nits reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or\npublication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative\nAgent may modify the definition of \u201cInterest Period\u201d for any Benchmark settings at or after such time to remove such unavailable or non-\nrepresentative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or\ninformation service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it\nis or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the\ndefinition of \u201cInterest Period\u201d for all Benchmark settings at or after such time to reinstate such previously removed tenor.\n\n (f) Upon the Borrower\u2019s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke\nany request for a Term Benchmark Borrowing or RFR Borrowing (if any, after the effectiveness of a Benchmark Replacement) of, conversion\nto or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing\nthat, either (x) the Borrower will be deem"}, {"title": "lyft.txt", "text": "ed to have converted any request for a Term Benchmark Borrowing denominated in dollars into a\nrequest for a Borrowing of or conversion to an ABR Borrowing or (y) any Term Benchmark Borrowing or RFR Borrowing denominated in\nthe affected\n\n\n\n-62-\n\fAlternative Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current\nBenchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as\napplicable, will not be used in any determination of ABR. Furthermore, if any RFR Loan in any Agreed Currency is outstanding on the date of\nthe Borrower\u2019s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to\nsuch RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.11,\n(A) for Loans denominated in dollars any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the\nnext succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABRLoan and (B) for Loans denominated in the affected Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest\nPeriod applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central Bank Rate\nfor the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination\nshall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be\ndetermined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower\u2019s election prior\nto such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term\nBenchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan\ndenominated in dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in dollars at such\ntime and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative C"}, {"title": "lyft.txt", "text": "urrency plus the CBR Spread;\nprovided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the\nCentral Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR Loans denominated in any\nAlternative Currency, at the Borrower\u2019s election, shall either (A) be converted into ABR Loans denominated in dollars (in an amount equal to\nthe Dollar Equivalent of such Alternative Currency) immediately or (B) be prepaid in full immediately. Notwithstanding anything herein or in\nany other Loan Document to the contrary, in determining an alternative rate of interest, the Administrative Agent will use commercially\nreasonable efforts, to the extent the Administrative Agent is permitted to select an alternate benchmark rate or spread adjustment, to\nimplement any proposal reasonably requested by the Borrower and not adverse to the Lenders that is intended to prevent the use of an\nalternative rate of interest pursuant to this Section 2.11 from resulting in a deemed exchange of any Indebtedness hereunder under Section\n1001 of the Code.\n\n SECTION 2.12. Increased Costs; Illegality.\n\n (a) If any Change in Law shall:\n\n (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar\n requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or Issuing\n Bank (except any such reserve requirement reflected in any Term Benchmark, as applicable);\n\n (ii) impose on any Lender or Issuing Bank or the international interbank market for the applicable Agreed Currency any\n other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender or any Letter of Credit\n or participation therein; or\n\n (iii) subject any Recipient to any Taxes (other than Indemnified Taxes or Excluded Taxes) with respect to its loans,\n letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;\n\n\n\n-63-\n\fand the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Bank or other Recipient of making,\nconverting to, continuing or maintaining any L"}, {"title": "lyft.txt", "text": "oan or of maintaining its obligation to make any Loan or increase the cost to any Lender of\nissuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein, or to reduce the amount of any sum received\nor receivable by such Lender or such Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then,\nfrom time to time within 10 days following request of such Lender or such Issuing Bank or other Recipient (accompanied by a certificate in\naccordance with paragraph (c) of this Section), the Borrower will pay to such Lender, such Issuing Bank or other Recipient, as the case may\nbe, such additional amount or amounts as will compensate such Lender, such Issuing Bank or other Recipient for such additional costs or\nexpenses incurred or reduction suffered; provided that such Lender, such Issuing bank or other Recipient shall only be entitled to seek such\nadditional amounts if such Person certifies that it is generally seeking the payment of similar additional amounts from similarly situated\nborrowers in comparable credit facilities to the extent it is entitled to do so.\n\n (b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing bank or any lending\noffice of such Lender or Issuing Bank or such Lender\u2019s or Issuing Bank\u2019s holding company, if any, regarding capital or liquidity requirements\nhas had or would have the effect of reducing the rate of return on such Lender\u2019s or Issuing Bank\u2019s capital or on the capital of such Lender\u2019s or\nIssuing Bank\u2019s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made\nor participations in Loans purchased by such Lender pursuant hereto or the Letters of Credit issued by such Issuing Bank pursuant hereto by\nsuch Lender to a level below that which such Lender or Issuing Bank or such Lender\u2019s or Issuing Bank\u2019s holding company could have\nachieved but for such Change in Law (taking into consideration such Lender\u2019s or Issuing Bank\u2019s policies and the policies of such Lender\u2019s or\nIssuing Bank\u2019s holding company with respect to capital adequacy and liquidity), then, from time to time within 10 days following request of\nsuch Lender or such Issuing Bank (accompanied by a certificate in accordance with paragraph (c) of this Section), the Borrower will pay to\nsu"}, {"title": "lyft.txt", "text": "ch Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender\u2019s or Issuing\nBank\u2019s holding company for any such reduction suffered; provided that such Lender or Issuing Bank shall only be entitled to seek such\nadditional amounts if such Person is generally seeking the payment of similar additional amounts from similarly situated borrowers in\ncomparable credit facilities to the extent it is entitled to do so.\n\n (c) A certificate of a Lender or an Issuing Bank setting forth the basis for and, in reasonable detail (to the extent practicable),\ncomputation of the amount or amounts necessary to compensate such Lender or Issuing Bank or their respective holding company, as the case\nmay be, as specified in paragraph\n(a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender\nor Issuing Bank the amount shown as due on any such certificate within 30 days after receipt thereof.\n\n (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not\nconstitute a waiver of such Lender\u2019s or Issuing Bank\u2019s right to demand such compensation; provided that the Borrower shall not be required\nto compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or expenses incurred or reductions suffered more\nthan 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased\ncosts or expenses or reductions and of such Lender\u2019s or Issuing Bank\u2019s intention to claim compensation therefor; provided further that if the\nChange in Law giving rise to such increased costs, expenses or reductions is retroactive, then the 180-day period referred to above shall be\nextended to include the period of retroactive effect thereof. The protection of this Section shall be available to each Lender and the respective\nIssuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been\nimposed; provided that if, after the payment of any amounts by the Borrower under this Section, any Change in Law in respect of\n\n\n\n-64-\n\fwhich a payment was made is thereafter determined to be invalid or inapplicable to the relevant Lender or Issu"}, {"title": "lyft.txt", "text": "ing Bank, then such Lender or\nIssuing Bank shall, within 30 days after such determination, repay any amounts paid to it by the Borrower hereunder in respect of such\nChange in Law.\n\n a. If any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is\nunlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to any\napplicable Daily Simple RFR or Adjusted Daily Simple RFR or Term Benchmark, or to determine or charge interest based upon any\napplicable Daily Simple RFR, Adjusted Daily Simple RFR or Term Benchmark, or, with respect to any Term Benchmark Loan, any\nGovernmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, any\napplicable Agreed Currency in the applicable offshore interbank market for the applicable Agreed Currency, then, upon notice thereof by such\nLender to the Borrower (through the Administrative Agent) (an \u201cIllegality Notice\u201d), (a) any obligation of the Lenders to make RFR Loans or\nTerm Benchmark Loans, as applicable, and any right of the Borrower to continueRFR Loans or Term Benchmark Loans, as applicable, in the\naffected Agreed Currency or Agreed Currencies or, in the case of Loans denominated in dollars, to convert ABR Loans to Term Benchmark\nLoans, shall be suspended, and (b) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate\nwithout reference to clause (c) of the definition of \u201cAlternate Base Rate\u201d, in each case until each such affected Lender notifies the\nAdministrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality\nNotice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent),\nprepay or, if applicable, (i) convert all Term Benchmark Loans denominated in dollars to ABR Loans or (ii) convert all RFR Loans or Term\nBenchmark Loans denominated in an affected Alternative Currency to ABR Loans denominated in dollars (in an amount equal to the Dollar\nEquivalent of such Alternative Currency) (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the\nAlternate Base Rate without reference to clause"}, {"title": "lyft.txt", "text": "(c) of the definition of \u201cAlternate Base Rate\u201d) (A) with respect to RFR Loans, on the Interest\nPayment Date therefor, if all affected Lenders may lawfully continue to maintain such RFR Loans to such day, or immediately, if any Lender\nmay not lawfully continue to maintain such RFR Loans to such day or (B) with respect to Term Benchmark Loans, on the last day of the\nInterest Period therefor, if all affected Lenders may lawfully continue to maintain such Term Benchmark Loans, to such day, or immediately,\nif any Lender may not lawfully continue to maintain such Term Benchmark Loans, as applicable, to such day. Upon any such prepayment or\nconversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of an RFR Loan) on the\namount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13.\n\n SECTION 2.13. Break Funding Payments. In the event of (i) the payment of any principal of any Term Benchmark Loan other than\non the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any Term\nBenchmark Loan other than on the last day of theInterest Period applicable thereto, (iii) the failure to borrow, convert or continue any Term\nBenchmark Loan on the date specified in any notice delivered pursuant hereto (whether or not such notice may be revoked in accordance with\nthe terms hereof), (iv) the failure to prepay any Term Benchmark Loan on a date specified therefor in any notice of prepayment given by the\nBorrower (unless such notice has been revoked in accordance with Section 2.08) or (v) the assignment of any Term Benchmark Loan other\nthan on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such\nevent, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (but not lost profits) within 15 days\nfollowing written request of such Lender (accompanied by a certificate described below in this Section). Such loss, cost or expense to any\nLender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have\naccrued on the principal amount of such Loan had such event not occurred, at the Adjusted Term SOFR Rate that would hav"}, {"title": "lyft.txt", "text": "e been applicable\nto such Loan (but not\n\n\n\n-65-\n\fincluding the Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest Period\ntherefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),\nover (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate such Lender would bid if it\nwere to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the international\ninterbank market. A certificate of any Lender delivered to the Borrower and setting forth the basis for and, in reasonable detail (to the extent\npracticable), computation of any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be conclusive absent\nmanifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.\n\n SECTION 2.14. Taxes.\n\n (a) Payments Free of Taxes. All payments by or on account of any obligation of the Borrower or any Guarantor under any Loan\nDocument shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as\ndetermined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax in respect of any\nsuch payment by any applicable withholding agent, then the applicable withholding agent shall be entitled to make such deduction or\nwithholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable\nlaw and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or such Guarantor, as applicable, shall be increased as\nnecessary so that after all such deductions or withholdings have been made (including such deductions and withholdings applicable to\nadditional sums payable under this Section 2.14) the applicable Lender (or, in the case of a payment received by the Administrative Agent for\nits own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deduction or withholding\nbeen made.\n\n (b) Payment of Other Taxes. Without limitation or duplication of"}, {"title": "lyft.txt", "text": "Section 2.14(a), the Borrower and the Guarantors shall timely\npay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent, timely reimburse\nthe Administrative Agent for the payment of, any Other Taxes.\n\n (c) Evidence of Payment. As soon as practicable after any payment of Taxes by the Borrower or a Guarantor to a Governmental\nAuthority pursuant to this Section, the Borrower or such Guarantor, as applicable, shall deliver to the Administrative Agent the original or a\ncertified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or\nother evidence of such payment reasonably satisfactory to the Administrative Agent.\n\n (d) Indemnification by the Borrower and the Guarantors. Without limitation or duplication of Section 2.14(a) or (b) above, the\nBorrower and the Guarantors shall jointly and severally indemnify each Recipient, within 30 days after written demand therefor, for the full\namount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section\n2.14) payableor paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-\npocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or\nasserted by the relevant Governmental Authority; provided that if, after the payment of any amounts by the Borrower under this Section\n2.14(d) any such Indemnified Taxes in respect of which a payment was made are thereafter determined to have been incorrectly or illegally\nimposed, then the relevant Recipient shall use commercially reasonable efforts to cooperate with the Borrower to obtain a refund of such\nTaxes (which shall be repaid to the Borrower in accordance with Section 2.14(g)) so long as such efforts would not, in the sole determination\nof such Recipient, result in any additional out-of-pocket costs or expenses not\n\n\n\n-66-\n\freimbursed by the Borrower or be otherwise materially disadvantageous to such Recipient; provided, further, that the Borrower shall not be\nrequired to indemnify any Recipient pursuant to this Section 2.14(d) for any interest, penalties or expenses to the extent resulting from such\nRecipient\u2019s failu"}, {"title": "lyft.txt", "text": "re to notify the Borrower of the relevant possible indemnification claim within six months after such Recipient receives\nwritten notice from the applicable Governmental Authority of the specific Tax assessment given rise to such indemnification claim. A\ncertificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or\nby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.\n\n (e) [Reserved].\n\n (f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any\npayments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably\nrequested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the\nBorrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In\naddition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed\nby applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower and the Administrative\nAgent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding\nanything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such\ndocumentation set forth in paragraphs (ii)(A), (ii)(B) and (iii) of Section 2.14(f)) shall not be required if in the Lender\u2019s reasonable judgment\nsuch completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially\nprejudice the legal or commercial position of such Lender.\n\n (ii) Without limiting the generality of the foregoing,\n\n (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the\n date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable\n request of the Borrower or the Administrative Agent), two"}, {"title": "lyft.txt", "text": "properly completed and executed copies of IRS Form W-9 certifying\n that such Lender is exempt from U.S. federal backup withholding tax;\n\n (B) any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the\n Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from\n time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two of whichever of the\n following is applicable:\n\n 1. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a\n party, a properly completed and executed copies of IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable,\n establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to such tax treaty;\n\n 2. in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected\n income, properly completed and executed copies of IRS Form W-8ECI;\n\n\n\n-67-\n\f 3. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section\n 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not\n a \u201cbank\u201d within the meaning of Section 881(c)(3)(A) of the Code, a \u201c10 percent shareholder\u201d of the Borrower within\n the meaning of Section 881(c)(3)(B) of the Code, or a \u201ccontrolled foreign corporation\u201d that is related to the Borrower as\n described in Section 881(c)(3)(C) of the Code (a \u201cU.S. Tax Compliance Certificate\u201d) and no payments under any Loan\n Document are effectively connected with such Lender\u2019s conduct of a U.S. trade or business and (y) properly completed\n and executed originals of IRS Form W-8BEN-E or IRS Form W-8BEN; or\n\n 4. to the extent a Foreign Lender is not the beneficial owner (for example, where such Foreign Lender is a\n partnership or a participating Lender), properly co"}, {"title": "lyft.txt", "text": "mpleted and executed copies of IRS Form W-8IMY, accompanied by\n properly completed and executed copies of IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax\n Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other\n certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership\n (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the\n portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the\n form of Exhibit H-4 on behalf of such direct and indirect partner(s); and\n\n 5. any Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the\n Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement\n (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed\n copies of any other documentation prescribed by applicable law as a basis for claiming exemption from or a reduction\n in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be\n prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or\n deduction required to be made.\n\n i. If a payment made to a Lender or the Administrative Agent under any Loan Document would be subject to Taxes\n imposed by FATCA if such Lender or the Administrative Agent were to fail to comply with the applicable reporting requirements of\n FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent\n shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably\n requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by"}, {"title": "lyft.txt", "text": "Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative\n Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, and to\n determine whether such Lender has complied with such Lender\u2019s obligations under FATCA or to determine the amount, if any, to\n deduct and withhold from such payment. Solely for purposes of this Section 2.14(f)(iii), \u201cFATCA\u201d shall include any amendments\n made to FATCA after the date of this Agreement.\n\n Each Lender agrees that if any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall\npromptly update such documentation and deliver such documentation\n\n\n\n-68-\n\fto the Borrower and the Administrative Agent or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility\nto do so.\n\n Notwithstanding any other provisions of this Section 2.14 (f), a Lender shall not be required to deliver any documentation that such\nLender is not legally eligible to deliver.\n\n Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any\ndocumentation provided by such Lender to the Administrative Agent pursuant to this Section 2.14(f).\n\n On or before the date the Administrative Agent (or any successor thereto) becomes a party to this Agreement, the Administrative\nAgent shall provide to Borrower, two properly completed and executed copies of the documentation prescribed in clause (i) or (ii) below, as\napplicable (together with all required attachments thereto): (i) IRS Form W-9 or any successor thereto, or (ii) (A) IRS Form W-8ECI or any\nsuccessor thereto, with respect to amounts received for its own account and (B) with respect to payments received on account of any Lender,\nIRS Form W-8IMY evidencing its agreement with the Borrower to be treated as a \u201cUnited States person\u201d within the meaning of Section\n7701(a)(30) of the Code. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a\nsuccessor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the\nreasonable request of the Borrower. Notwithstanding any oth"}, {"title": "lyft.txt", "text": "er provisions of this Section 2.14(f), the Administrative Agent shall not be\nrequired to deliver any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the\ndate of this Agreement.\n\n (g) Treatment of Certain Refunds. If any Lender determines, in its sole discretion exercised in good faith, that it has received a\nrefund of any Taxes as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts\npursuant to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity\npayments made under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including\nTaxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to\nsuch refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid\nover pursuant to this Section 2.14(g) (plus any penalties, interest or other charges imposed by the relevant\nGovernmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.\nNotwithstanding anything to the contrary in this Section 2.14(g), in no event will the indemnified party be required to pay any amount to an\nindemnifying party pursuant to this Section 2.14(g) the payment of which would place the indemnified party in a less favorable net after-Tax\nposition than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been\ndeducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been\npaid. This Section 2.14(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information\nrelating to its Taxes that it deems confidential) to the indemnifying party or any other Person.\n\n (h) The agreements in this Section 2.14 shall survive the resignation and/or replacement of the Administrative Agent, any\nassignment of rights by, or the replacement of, a Lender, the consummation of the transactions contemplated hereby, the repayment of the\nLoans and the expir"}, {"title": "lyft.txt", "text": "ation or termination of the Revolving Commitments, the expiration of any Letter of Credit or the termination of this\nAgreement or any provision hereof.\n\n (i) For purposes of this Section 2.14, the term \u201capplicable law\u201d includes FATCA and the term \u201cLender\u201d shall include any\nIssuing Bank and any Swingline Lender.\n\n\n\n-69-\n\f SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.\n\n (a) The Borrower shall make each payment or prepayment required to be made by it hereunder or under any other Loan Document\nprior to the time required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to\n2:00 p.m., New York City time), on the date when due or the date fixed for any prepayment hereunder, in immediately available funds,\nwithout any defense, setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the\nAdministrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All\nsuch payments shall be made to such account as may be specified by the Administrative Agent, except payments to be made directly to an\nIssuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.12, 2.13, 2.14, 9.03 and 9.20\nand 9.21 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons\nspecified therein. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the\nappropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a\nBusiness Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest,\ninterest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in the applicable\nAgreed Currency in which the Borrowing was made or Letter of Credit issued and otherwise in dollars.\n\n (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,\ninterest and fees then due hereunder, such funds shall be applied towards payment of"}, {"title": "lyft.txt", "text": "the amounts then due hereunder ratably among the\nparties entitled thereto, in accordance with the amounts then due to such parties.\n\n (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal\nof or interest on any of any Loan or LC Disbursement resulting in such Lender receiving payment of a greater proportion of the aggregate\namount of any Loan or LC Disbursement and accrued interest thereon than the proportion received by any other Lender, then the Lender\nreceiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations\nin the Loans and LC Exposure of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders\nratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans or LC Exposure; provided that (i) if any\nsuch participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded\nand the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed\nto apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of\ndoubt, as in effect from time to time) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in\nany of its Loans or LC Exposure to any Person that is an Eligible Assignee (as such term is defined herein from time to time). The Borrower\nconsent to the foregoing and agree, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation\npursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation\nas fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. For purposes of clause (b) of the\ndefinition of \u201cExcluded Taxes,\u201d a Lender that acquires a participation pursuant to this Section 2.15(c) shall be treated as having acquired such\nparticipation on the date(s) on which such Lender acquired the applicable interest(s) in the applicable Commitment(s) to which such\nparticipation r"}, {"title": "lyft.txt", "text": "elates.\n\n (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due\nto the Administrative Agent for the account of the Lenders that the\n\n\n\n-70-\n\fBorrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in\naccordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has\nnot in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the\namount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but\nexcluding the date of payment to the Administrative Agent, at the greater of the applicable Overnight Rate and a rate determined by the\nAdministrative Agent in accordance with banking industry rules on interbank compensation.\n\n (e) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative\nAgent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter\nreceived by the Administrative Agent for the account of such Lender to satisfy such Lender\u2019s obligations in respect of such payment until\nall such unsatisfied obligations have been discharged.\n\n SECTION 2.16. Mitigation Obligations; Replacement of Lenders.\n\n (a) If any Lender or Issuing Bank requests compensation under Section 2.12, or if the Borrower is required to pay any Indemnified\nTaxes or additional amounts to any Lender or Issuing Bank or to any Governmental Authority for the account of any Lender or Issuing Bank\npursuant to Section 2.14, then such Lender or Issuing Bank shall (at the request of the Borrower) use commercially reasonable efforts to\ndesignate a different lending office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to\nanother of its offices, branches or Affiliates if, in the judgment of such Lender or Issuing Bank, such designation or assignment and delegation\n(i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject\nsuch Len"}, {"title": "lyft.txt", "text": "der or Issuing Bank, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.\nThe Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or\nassignment and delegation within 10 days following request of such Lender or Issuing Bank (accompanied by reasonable (to the extent\npracticable) back-up documentation relating thereto).\n\n (b) If (i) any Lender requests compensation under Section 2.12, (ii) any Lender delivers a notice under Section 2.12(e), (iii) the\nBorrower is required to pay any Indemnified Taxes or additional amounts to any Lender or Issuing Bank or any Governmental Authority for\nthe account of any Lender or Issuing Bank pursuant to Section 2.14, (iv) any Lender or Issuing Bank has become a Defaulting Lender,\n(v) any Lender or Issuing Bank has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02\nrequires the consent of all the Lenders or Issuing Banks (or all or the majority of the affected Lenders or Issuing Banks) and with respect to\nwhich the Required Lenders shall have granted their consent or (vi) in connection with the replacement of any non-Accepting Lender, then the\nBorrower may, at its sole expense and effort, upon notice to such Lender or Issuing Bank, as applicable, and the Administrative Agent, either\n(i) require such Lender or Issuing Bank, as applicable, to assign and delegate, without recourse (in accordance with and subject to the\nrestrictions contained in Section 9.04), it being understood that the processing and recordation fee referred to in such Section shall be paid by\nthe Borrower or the assignee (and the assignor Lender or Issuing Bank, as applicable, shall not be responsible therefor), all its interests, rights\n(other than its existing rights to payments pursuant to Section 2.12 or 2.14) and obligations under this Agreement and the other Loan\nDocuments (or, in the case of any such assignment and delegation resulting from a failure to provide a consent, all its interests, rights and\nobligations under this Agreement and the other Loan Documents as a Lender) to an Eligible Assignee that shall assume such obligations\n(which may be another Lender, if a Lender accepts such assignment and delegation) or (ii) so long as no Event of Default shall have occ"}, {"title": "lyft.txt", "text": "urred\nand be continuing, terminate the Revolving Commitment of such Lender or Issuing Bank, as the case may be, and (1) in the case of a\n\n\n\n-71-\n\fLender (other than an Issuing Bank), repay all Obligations of the Borrower owing (and the amount of all accrued interest and fees in respect\nthereof) to such Lender relating to the Loans and Revolving Exposure participations held by such Lender as of such termination date and (2)\nin the case of an Issuing Bank, repay all obligations of the Borrower owing to such Issuing Bank relating to the Loans, Letters of Credit and\nRevolving Exposure participations held by such Issuing Bank as of such termination date and cancel, cash collateralize or backstop on terms\nsatisfactory to such Issuing Bank any Letters of Credit issued by it; provided that (A) such Lender or Issuing Bank, as applicable, shall have\nreceived payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline\nLoans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (if applicable, in each case only to the extent such\namounts relate to its interest as a Lender) from the assignee (inthe case of such principal and accrued interest and fees) or the Borrower (in the\ncase of all other amounts), (B) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.12\nor payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments, (C)\nsuch assignment does not conflict with applicable law and (D) in the case of any such assignment and delegation resulting from the failure to\nprovide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous\nassignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Lender or Issuing\nBank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or\nIssuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation have ceased to apply. Each\nparty hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and\nAssum"}, {"title": "lyft.txt", "text": "ption executed by the Borrower, the Administrative Agent and the assignee and that the Lender or Issuing Bank required to make such\nassignment and delegation need not be a party thereto.\n\n SECTION 2.17. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a\nDefaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:\n\n (a) the Revolving Commitment Fees shall cease to accrue on the unused amount of the Revolving Commitment of such\n Defaulting Lender;\n\n (b) the Revolving Commitment and the Revolving Exposure of such Defaulting Lender shall not be included in\n determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any\n other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided\n that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders adversely affected thereby\n shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms\n hereof;\n\n (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:\n\n (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the\n non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, (x) but only to the extent the sum of all non-\n Defaulting Lenders\u2019 Revolving Exposure plus such Defaulting Lender\u2019s Swingline Exposure and LC Exposure does not exceed the\n total of all non-Defaulting Lenders\u2019 Commitments and (y) only to the extent that no Event of Default shall have occurred and be\n continuing as of the date the applicable Lender became a Defaulting Lender;\n\n\n\n-72-\n\f i. if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within\n three Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure, and (y) second, cash\n collateralize, for the benefit of the Issuing Banks, the Borrower\u2019s"}, {"title": "lyft.txt", "text": "obligations corresponding to such Defaulting Lender\u2019s LC\n Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in\n Section 2.20(j) for so long as such LC Exposure is outstanding;\n\n ii. if the Borrower cash collateralizes any portion of such Defaulting Lender\u2019s LC Exposure pursuant to clause (ii)\n above, the Borrower or the Administrative Agent shall not be required to pay any fees to such Defaulting Lender pursuant to Section\n 2.09(d) with respect to such Defaulting Lender\u2019s LC Exposure during the period such Defaulting Lender\u2019s LC Exposure is cash\n collateralized;\n\n iii. if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to\n the Lenders pursuant to Sections 2.09(a), 2.09(d) and/or 2.09(e), as applicable, shall be adjusted in accordance with such non-\n Defaulting Lenders\u2019 Pro Rata Percentages; and\n\n iv. if all or any portion of such Defaulting Lender\u2019s LC Exposure is neither reallocated nor cash collateralized pursuant\n to clause(i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter\n of credit fees payable under Section 2.09(d) with respect to such Defaulting Lender\u2019s LC Exposure shall be payable to the Issuing\n Banks entitled to reimbursement until such LC Exposure is reallocated and/or cash collateralized;\n\n (d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, the\nIssuing Banks shall not be required to issue or increase any Letter of Credit, unless the Swingline Lender or the Applicable Issuing Bank, as\nthe case may be, is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash\ncollateral will be provided by the Borrower in accordance with Section 2.17(c), and participating interests in any such newly made Swingline\nLoan, newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.17(c)\n(i) (and such Defaulting Lender shall not participate therein); and\n\n (e) so long as such Lender is a Defaulting Lend"}, {"title": "lyft.txt", "text": "er, any amount payable to such Defaulting Lender hereunder (whether on account\nof principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to\nSection 2.15) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account (for\nthe avoidance of doubt, it is noted that any amounts retained pursuant to this Section 2.17(e) shall for all other purposes be treated as having\nbeen paid to such Defaulting Lender) and, subject to any applicable requirements of law and the proviso at the end of this Section 2.17(e), be\napplied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such\nDefaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting\nLender to any Issuing Bank or Swingline Lender hereunder, (iii) third, if the Administrative Agent so determines or is reasonably requested by\nan Issuing Bank or the Swingline Lender, held in such account as cash collateral for future funding obligations of the Defaulting Lender in\nrespect of any existing or future participating interest in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Loan in\nrespect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the\nAdministrative Agent, (v) fifth, if the Administrative Agent or the Borrower (with the consent of the Administrative\n\n\n\n-73-\n\fAgent) so determines, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loans\nunder this Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders, an Issuing Bank or the Swingline Lender as a result of\nany judgment of a court of competent jurisdiction obtained by any Lender, such Issuing Bank or the Swingline Lender against such\nDefaulting Lender as a result of such Defaulting Lender\u2019s breach of its obligations under this Agreement, (vii) seventh, so long as no Event of\nDefault has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of\ncompetent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaultin"}, {"title": "lyft.txt", "text": "g Lender\u2019s breach of its\nobligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;\nprovided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations in respect of LC\nDisbursements which such Defaulting Lender has not fully funded its participation obligations and (y) made at a time when the conditions set\nforth in Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all\nnon-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting\nLender.\n\n If each of the Administrative Agent, the Borrower, the Issuing Banks and the Swingline Lender and agrees that a Defaulting Lender\nhas adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the\nLenders shall be readjusted to reflect the inclusion of such Lender\u2019s Commitments and on the date of such readjustment such Lender shall\npurchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be\nnecessary in order for such Lender to hold such Loans in accordance with its Pro Rata Percentages.\n\n The Borrower may terminate the unused amount of the Revolving Commitment of any Lender that is a Defaulting Lender upon not\nless than two Business Days\u2019 prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof); provided that (i) no\nEvent of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim\nthe Borrower, the Administrative Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.\n\n The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and\nnot in limitation of, all other rights and remedies that the Administrative Agent, any Lender or the Borrower may at any time have against, or\nwith respect to, such Defaulting Lender.\n\n SECTION 2.18. Certain Permitted Amendments.\n\n (a) The Borrower may, by written notice to the Administrative Agent from time to time beginning afte"}, {"title": "lyft.txt", "text": "r the Effective Date, but not\nmore than five times during the term of this Agreement (and with no more than one such offer outstanding at any one time), make one or\nmore offers (each, a \u201cLoan Modification Offer\u201d) to all the Lenders to make one or more Permitted Amendments pursuant to procedures\nreasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and\nconditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective.\nNotwithstanding anything to the contrary in Section 9.02, each Permitted Amendment shall only require the consent of the Borrower, the\nAdministrative Agent and those Lenders that accept the applicable Loan Modification Offer (such Lenders, the \u201cAccepting Lenders\u201d), and\neach Permitted Amendment shall become effective only with respect to the Loans of the Accepting Lenders. In connection with any Loan\nModification Offer, the Borrower may, at its sole option, with respect to one or more of the Lenders that are not Accepting Lenders (each, a\n\u201cNon-Accepting Lender\u201d) replace such Non-Accepting Lender pursuant to Section\n\n\n\n-74-\n\f2.16(b). Upon the effectiveness of any Permitted Amendment and any assignment of any Non-Accepting Lender\u2019s Revolving Commitments\npursuant to Section 2.16(b), subject to the payment of applicable amounts pursuant to Section 2.13 in connection therewith, the Borrower shall\nbe deemed to have made such borrowings and repayments of the Loans, and the Lenders shall make such adjustments of outstanding Loans\nbetween and among them, as shall be necessary to effect the reallocation of the Revolving Commitments such that, after giving effect thereto,\n(x) the Loans denominated in dollars shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance\nwith their Pro Rata Percentages and (y) the Loans denominated in an Alternative Currency shall be held by the Lenders (including the Eligible\nAssignees as the new Lenders) ratably in accordance with their Pro Rata Percentages.\n\n (b) The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a Loan Modification\nAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted\nAmendments and the"}, {"title": "lyft.txt", "text": "terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of\neach Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification\nAgreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the\nPermitted Amendment evidenced thereby and only with respect to the Loans and Revolving Commitments of the Accepting Lenders,\nincluding any amendments necessary to treat the applicable Loans and/or Revolving Commitments of the Accepting Lenders as a new \u201cClass\u201d\nor \u201cTranche\u201d of loans and/or commitments hereunder. Notwithstanding the foregoing, no Permitted Amendment shall become effective unless\nthe Administrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board\nresolutions, officer\u2019s and secretary\u2019s certificates and other documentation consistent with those delivered on the Effective Date under this\nAgreement.\n\n (c) \u201cPermitted Amendments\u201d means any or all of the following: (i) an extension of the Maturity Date applicable solelyto the\nLoans and/or Revolving Commitments of the Accepting Lenders,\n(ii) an increase in the interest rate with respect to the Loans and/or Revolving Commitments of the Accepting Lenders, (iii) the inclusion of\nadditional fees to be payable to the Accepting Lenders in connection with the Permitted Amendment (including any commitment fees and\nupfront fees), (iv) such amendments to this Agreement and the other Loan Documents as shall be appropriate, necessary or advisable, in the\nreasonable judgment of the Administrative Agent and the Borrower, to provide the rights and benefits of this Agreement and other Loan\nDocuments to each new \u201cClass\u201d or \u201cTranche\u201d of loans and/or commitments resulting therefrom; provided that extensions of Borrowings shall\nbe made pro rata across \u201cClasses\u201d or \u201cTranches\u201d of loans and/or commitments and payments of principal and interest on Loans (including\nLoans of Accepting Lenders) shall continue to be shared pro rata in accordance with Section 2.15, except that notwithstanding Section 2.15\nthe Loans and Revolving Commitments of the Non-Accepting Lenders may be repaid and terminated on their applicable Maturity Date, and\nmay be so repaid or terminated without a"}, {"title": "lyft.txt", "text": "ny pro rata reduction of the commitments and repayment of Loans of Accepting Lenders with a\ndifferent Maturity Date and (v) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, necessary or\nadvisable, in the reasonable judgment of the Administrative Agent and the Borrower, to give effect to the foregoing Permitted Amendments.\n\n (d) This Section 2.18 shall supersede any provision in Section 9.02 to the contrary. Notwithstanding any reallocation into\nextending and non-extending \u201cClasses\u201d or \u201cTranches\u201d in connection with a Permitted Amendment, all Loans to the Borrower under this\nAgreement shall rank pari\n-passu in right of payment.\n\n SECTION 2.19. Swingline Loans.\n\n\n\n-75-\n\f (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans from time to time in\ndollars to the Borrower during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result\nin (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 to the Borrower, (ii) the total Aggregate\nRevolving Exposure exceeding the Aggregate Revolving Commitment, (iii) the aggregate principal amount of outstanding Swingline Loans\n(to the extent that the other Lenders shall not have funded their participations) and Revolving Exposure of the Swingline Lender (solely in its\ncapacity as a Lender) exceeding the Revolving Commitment of the Swingline Lender, or (iv) any other limitation set forth in Section 2.01 or\n2.02 not being satisfied after giving effect to such Swingline Loan; provided that the Swingline Lender shall not be required to make a\nSwingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth\nherein, the Borrower may borrow, prepay and reborrow Swingline Loans without premium or penalty. To request a Swingline Loan, the\nBorrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile), not later than 2:00 p.m., New York\nCity time., on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be\na Business Day), the Borrower and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline\nLende"}, {"title": "lyft.txt", "text": "r of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by\nmeans of remitting the amounts to an account of the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an\nLC Disbursement as provided in Section 2.20(e), by remittance to the Applicable Issuing Bank).\n\n (b) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 p.m. (noon), New York\nCity time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans\noutstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly\nupon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender\u2019s Pro\nRata Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as\nprovided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender\u2019s Pro Rata Percentage of such\nSwingline Loanor Loans in dollars. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans\npursuant to this paragraph, is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence\nand continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without\nany offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire\ntransfer of immediately available funds, in the same manner as provided in Sections 2.04(a) and (b) with respect to Loans made by such\nLender (and\nSections 2.04(a) and (b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall\npromptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of\nany participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall\nbe made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingl"}, {"title": "lyft.txt", "text": "ine Lender from the Borrower (or\nother party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of\nparticipations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be\npromptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the\nSwingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the\nAdministrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase\nof participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.\n\n\n\n-76-\n\f (c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a \u201cSettlement\u201d) with the Lenders on at\nleast a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile,\ntelephone, or e-mail no later than 1:00p.m., New York City time, on the date of such requested Settlement (the \u201cSettlement Date\u201d). Each\nLender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender\u2019s Pro Rata Percentage\nof the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such\naccount of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 p.m., New York City time on such\nSettlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in\nSection 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the\nSwingline Lender\u2019s Swingline Loans and, together with the Swingline Lender\u2019s Pro Rata Percentage of such Swingline Loan, shall constitute\nLoans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement\nDate, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified"}, {"title": "lyft.txt", "text": "in Section 2.04(b).\n\n SECTION 2.20. Letters of Credit.\n\n (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit\ndenominated in Agreed Currencies (provided that the aggregate amount of all Letters of Credit issued in an Alternative Currency shall not\nexceed the Dollar Equivalent of\n$50,000,000) for its own account or for the account of the Borrower and any of the Guarantors, with each Letter of Credit being in a form\nreasonably acceptable to the Administrative Agent and the Applicable Issuing Bank, at any time and from time to time during the Revolving\nAvailability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any\nform of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank\nrelating to any Letter of Credit, the terms and conditions of this Agreement shall control. It is hereby acknowledged and agreed that and each\nof the letters of credit described on Schedule 2.20 (the \u201cExisting Letters of Credit\u201d) shall constitute a \u201cLetter of Credit\u201d for all purposes of this\nAgreement and shall be deemed issued under this Agreement on the Effective Date.\n\n (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the\namendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or transmit by electronic\ncommunication, if arrangements for doing so have been approved by the Applicable Issuing Bank) to the Applicable Issuing Bank and the\nAdministrative Agent (prior to 12:30 p.m. at least three Business Days prior to the requested date of issuance, amendment, renewal or\nextension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and\nspecifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is\nto expire (which shall comply with paragraph (c) of this Section), the amount and Agreed Currency of such Letter of Credit, to which\nBorrower\u2019s account the Letter of Credit will apply, the name and address of the beneficiary thereof and such other information"}, {"title": "lyft.txt", "text": "as shall be\nnecessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Applicable Issuing Bank, the Borrower also shall\nsubmit a letter of credit application on the Applicable Issuing Bank\u2019s standard form in connection with any request for a Letter of Credit. A\nLetter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of\nCredit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i)\nthe LC Exposure shall not exceed $200,000,000, (ii) the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving\nCommitments, (iii) the Issuing Bank Issued Amount with respect to the Applicable Issuing Bank shall not exceed the Issuing Bank Individual\nSublimit of the\n\n\n\n-77-\n\fApplicable Issuing Bank (unless otherwise agreed by the Applicable Issuing Bank), and (iv) all other Revolving Exposure limitations set forth\nin Sections 2.01 and 2.02 would be satisfied.\n\n An Issuing Bank shall not be under any obligation to issue any Letter of Credit if:\n\n (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to\n enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit,\n or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or\n shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which\n such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing\n Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good\n faith deems material to it; or\n (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to\n letters of credit generally.\n\n (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year\nafter the date of the issuance of such Letter of Credit (o"}, {"title": "lyft.txt", "text": "r, in the case of any renewal or extension thereof, one year after such renewal or\nextension) and (ii) the date that is five Business Days prior to the Maturity Date.\n\n (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and\nwithout any further action on the part of the Applicable Issuing Bank or the Lenders, the Applicable Issuing Bank hereby grants to each\nLender, and each Lender hereby acquires from the Applicable Issuing Bank, a participation in such applicable Letter of Credit equal to such\nLender\u2019s Pro Rata Percentage, as applicable, of the aggregate amount available to be drawn under such applicable Letter of Credit. In\nconsideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative\nAgent, for the account of the Applicable Issuing Bank, such Lender\u2019s Pro Rata Percentage of each LC Disbursement made by the Applicable\nIssuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement\npayment required to be refunded to the Borrower for any reason in eachcase in the applicable Agreed Currency. Each Lender acknowledges\nand agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional\nand shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the\noccurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without\nany offset, abatement, withholding or reduction whatsoever.\n\n (e) Reimbursement. If the Applicable Issuing Bank shall make any LC Disbursement in respect of such Letter of Credit, the\nBorrower shall reimburse such LC Disbursement in the applicable Agreed Currency by paying to the Administrative Agent an amount equal to\nsuch LC Disbursement not later than noon on the date that is one Business Day immediately following the day that such LC Disbursement is\nmade; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.19\nthat such payment be financed with a Revolving Borrowing or Swingline Loan in an equivalent amount and, to"}, {"title": "lyft.txt", "text": "the extent so financed, the\nBorrower\u2019s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing or Swingline Loan. If the\nBorrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the\npayment then due from the Borrower in\n\n\n\n-78-\n\frespect thereof and such Lender\u2019s Pro Rata Percentage thereof. Promptly following receipt of such notice, each applicable Lender shall pay to\nthe Administrative Agent such Pro Rata Percentage of the payment in the applicable Agreed Currency, then due from the Borrower, in the\nsame manner as provided in Sections 2.04(a) and 2.04(b) with respect to Loans made by such Lender (and Sections 2.04(a) and 2.04(b) shall\napply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Applicable\nIssuing Bank the amounts so received by it from the applicable Lenders. Promptly following receipt by the Administrative Agent of any\npayment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Applicable Issuing Bank\nor, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Applicable Issuing Bank, then to such\napplicable Lenders and the Applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph\nto reimburse the Applicable Issuing Bank for any LC Disbursement (other than the funding of Loans or a Swingline Loan as contemplated\nabove) shall not constitute a Loan and shall not relieve the Borrower of their obligation to reimburse such LC Disbursement.\n\n (f) Obligations Absolute. The Borrower\u2019s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section\nshall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any\nand all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit\nAgreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to\nbe forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by"}, {"title": "lyft.txt", "text": "the\nApplicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of\nsuch Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for\nthe provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower\u2019s obligations\nhereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or\nresponsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any\npayment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss\nor delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any\ndocument required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence\narising from causes beyond the control of such Letter of Credit\u2019s Applicable Issuing Bank; provided that the foregoing shall not be construed\nto excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or\npunitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the\nBorrower that are caused by such Issuing Bank\u2019s gross negligence or willful misconduct (as finally determined by a court of competent\njurisdiction). In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents\npresented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Applicable Issuing Bank may, in\nits sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any\nnotice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict\ncompliance with the terms of such Letter of Credit.\n\n (g) Disbursement Procedures. The Applicable Issuing Bank shall, promptly following its rece"}, {"title": "lyft.txt", "text": "ipt thereof, examine all documents\npurporting to represent a demand for payment under a Letter of Credit. The Applicable Issuing Bank shall promptly notify the\nAdministrative Agent and the Borrower by telephone (confirmed by facsimile) or electronic mail of such demand for payment and whether\nthe Applicable Issuing Bank has made or will make an LC Disbursement thereunder; provided that any\n\n\n\n-79-\n\ffailure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Applicable Issuing Bank and the\nLenders with respect to any such LC Disbursement.\n\n (h) Interim Interest. If the Applicable Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse\nsuch LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and\nincluding the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate\nper annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to\nparagraph (e) of this Section, then Section 2.10(f) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the\nApplicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section\nto reimburse the Applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.\n\n (i) Replacement of an Issuing Bank; Additional Issuing Banks; Resignation.\n\n (i) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent,\n the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such\n replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees\n accrued for the account of the replaced Issuing Bank pursuant to Section 2.08(b). From and after the effective date of any such\n replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with\n respect to Letters of Credit to be issued thereafter and (ii) references herein to the"}, {"title": "lyft.txt", "text": "term \u201cIssuing Bank\u201d shall be deemed to refer to\n such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.\n After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have\n all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such\n replacement, but shall not be required to issue additional Letters of Credit.\n\n (ii) The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent\n shall not be unreasonably withheld, denied, conditioned or delayed) and such Lender, designate one or more additional Lenders (not\n to exceed five such Lenders at any time) to act as an issuing bank under the terms of this Agreement. Any Lender designated as an\n issuing bank pursuant to this paragraph (i)(ii) shall be deemed to be an \u201cIssuing Bank\u201d (in addition to being a Lender) in respect of\n Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to\n the other Issuing Bank and such Lender.\n\n (iii) Any Issuing Bank may resign at any time by giving 30 days\u2019 prior notice to the Administrative Agent, the Lenders\n and the Borrower. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall\n continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect\n to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend,\n reinstate, or otherwise amend any then existing Letter of Credit.\n\n (j) Cash Collateralization. If any Event of Default shall occur and be continuing, or if any Letter of Credit extends past the\nMaturity Date, on the Business Day that the Borrower receives notice from the Required Lenders (or, if the maturity of the Loans has been\naccelerated, the Administrative Agent) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in\n\n\n\n-80-\n\fan account with the Administrativ"}, {"title": "lyft.txt", "text": "e Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the \u201cLC Collateral\nAccount\u201d), an amount in cash equal to 103% of the LC Exposure of the Borrower as of such date plus accrued and unpaid interest thereon;\nprovided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately\ndue and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower\ndescribed in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of\nthe Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after\nthe expiration date specified in Section 2.01, the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal\nto 103% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive\ndominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative\nAgent a security interest in the LC Collateral Account to secure the Obligations of the Borrower. Other than any interest earned on the\ninvestment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the\nBorrower\u2019s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in each\nsuch account. Moneys in each such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC\nDisbursements on account of the Borrower for which it has not been reimbursed and, to the extent not so applied, shall be held for the\nsatisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been\naccelerated, be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of\nthe occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three\nBusiness Days after all such Events of Defaults have been cured or waived.\n\n (k) Repor"}, {"title": "lyft.txt", "text": "ting. No later than 9:00 a.m., New York City time, on the second Business Day prior to the last day of each calendar\nquarter (the \u201cReporting Time\u201d), each Issuing Bank shall provide the Administrative Agent with a summary of all (A) outstanding issuances at\nsuch time and (B) Letter of Credit activity during such calendar quarter. It is understood and agreed that, for purposes of the calculation of\nfees payable pursuant to Section 2.09(d), any Letter of Credit activity occurring after the Reporting Time shall be deemed to have occurred in\nthe immediately succeeding calendar quarter.\n\n SECTION 2.21. Revolving Commitment Increase.\n\n (a) The Borrower may at any time or from time to time after the Effective Date, by notice to the Administrative Agent\n(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of\nthe Revolving Commitments (each such increase, a \u201cRevolving Commitment Increase\u201d); provided that both at the time of any such request\nand upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Revolving Commitment\nIncrease shall be in an aggregate principal amount that is not less than\n$25,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is\nacceptable to the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving\nCommitment Increases shall not exceed\n$500,000,000 (the \u201cCommitment Increase Cap\u201d). Each notice from the Borrower pursuant to this Section 2.21 shall set forth the requested\namount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be made by any existing\nLender or by any other bank or other financial institution (any such other bank or other financial institution being called an \u201cAdditional\nLender\u201d); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or\ndelayed) to such Lender\u2019s or Additional Lender\u2019s Revolving Commitment Increase, if such consent would be required under Section 9.04(b)\nfor an assignment of Loans to such Lender or Additional Lender. Each Arranger agrees, upon the request of the\n\n\n\n-81-\n\fBorrower and pursuant to mutuall"}, {"title": "lyft.txt", "text": "y satisfactory engagement and compensation arrangements, to use its commercially reasonable efforts to\nobtain any Additional Lenders to make any such requested Revolving Commitment Increase; provided that each Arranger\u2019s agreement to use\nsuch efforts does not constitute a commitment to provide any such requested Revolving Commitment Increase.\n\n (b) Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments under this Agreement\npursuant to an amendment (an \u201cIncremental Amendment\u201d) to this Agreement and, as appropriate, the other Loan Documents, executed by the\nBorrower, each Lender agreeing to provide such Revolving Commitment Increase, if any, each Additional Lender, if any, and the\nAdministrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this\nAgreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the\nBorrower, to effect the provisions of this Section 2.21. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on\nthe date thereof (each, a \u201cRevolving Commitment Increase Closing Date\u201d) of each of the conditions set forth in Section 4.02 (it being\nunderstood that all references to \u201cthe date of such Borrowing\u201d or similar language in such Section 4.02 shall be deemed to refer to the\neffective date of such Incremental Amendment). Notwithstanding the foregoing, no Incremental Amendment shall become effective unless the\nAdministrative Agent, to the extent reasonably requested by the Administrative Agent, shall have received legal opinions, board resolutions,\nofficer\u2019s and secretary\u2019s certificates and other documentation consistent with those delivered on the Effective Date under this Agreement. The\nBorrower may use the proceeds of Loans provided pursuant to any Revolving Commitment Increase for any purpose not prohibited by this\nAgreement. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees in its sole discretion. Any Lender\nthat fails to respond to a request to increase its Commitment shall be deemed to have declined such request.\n\n (c) The Loans and Revolving Commitments established pursuant to this paragraph shall constitute Loans and Revolving\nCommitments under, and shall be entitled to all the"}, {"title": "lyft.txt", "text": "benefits afforded by, this Agreement and the other Loan Documents, and shall, without\nlimiting the foregoing, benefit equally and ratably from the Guarantees provided under Article X.\n\n (d) After giving effect to any Revolving Commitment Increase, it may be the case that the outstanding Loans are not held pro rata\nin accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Revolving\nCommitment Increase, each of the parties hereto (including each Additional Lender) agrees that the Administrative Agent may take any and\nall action as may be reasonably necessary to ensure that, after giving effect to such Revolving Commitment Increase, the Loans will be held\nby the Lenders (including, without limitation, any Additional Lenders), pro rata in accordance with the Pro Rata Percentages hereunder (after\ngiving effect to the applicable Revolving Commitment Increase).\n\n (e) This Section 2.21 shall supersede any provision herein to the contrary.\n\n ARTICLE III\n\n Representations and WarrantiesThe Borrower and each Guarantor represents and warrants to the Administrative Agent, each Issuing Bank and each of the Lenders, on\nthe Effective Date and on each other date on which representations and warranties are required to be, or are deemed to be, made under the Loan\nDocuments, that:\n\n\n\n-82-\n\f SECTION 3.01. Organization; Powers. The Borrower and each Guarantor and each other Material Subsidiary is duly organized,\nvalidly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its\norganization, has all power and authority and all material Governmental Approvals required for the ownership and operation of its material\nproperties and the conduct of its material business as now conducted and, except where the failure to do so, individually or in the aggregate,\nwould not reasonably be expected to result in a Material Adverse Effect, is qualified to do business, and is in good standing, in every\njurisdiction where such qualification is required.\n\n SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by the Borrower and each Guarantor are within\nthe Borrower\u2019"}, {"title": "lyft.txt", "text": "s and Guarantor\u2019s corporate or other organizational powers and have been duly authorized by all necessary corporate or other\norganizational and, if required, stockholder or other equityholder action of the Borrower and each Guarantor. This Agreement has been duly\nexecuted and delivered by the Borrower and each Guarantor and constitutes, and each other Loan Document, when executed and delivered\nby the Borrower and each Guarantor, will constitute, a legal, valid and binding obligation of the Borrower or such Guarantor, as applicable,\nenforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, winding-up or\nother laws affecting creditors\u2019 rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity\nor at law.\n\n SECTION 3.03. Governmental Approvals; Absence of Conflicts. The Transactions (a) do not require any consent or\n approval of, registration or filing with or any other action by any Governmental Authority, except such as have been obtained or made\n and are in full force and effect and except to the extent failure to obtain any such consent, approval, registration, filing or other action\n would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law, including any order of\n any Governmental Authority, except to the extent any such violations, individually or in the aggregate, would not reasonably be\n expected to result in a Material Adverse Effect, (c) do not require consent or approval, except such as have been obtained and are in\n full force and effect, under, and will not violate, the certificate or formation or limited liability company agreement of the Borrower,\n (d) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture or other agreement or\n instrument in respect of Material Indebtedness binding upon the Borrower or any Subsidiary or any of their assets, or give rise to a\n right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Subsidiary, or give rise to a\n right of, or result in, any termination, cancellation, acceleration or right of renegotiation of any obligation thereunder, in each case\n except to the extent that the foregoing, individually or in the aggregate, would not re"}, {"title": "lyft.txt", "text": "asonably be expected to result in a Material\n Adverse Effect and (e) except for Permitted Liens or other Liens permitted under Section 6.02, will not result in the creation or\n imposition of any Lien on any asset of the Borrower or any Subsidiary.\n\n SECTION 3.04. Financial Condition; No Material Adverse Change.\n\n (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and related consolidated\nstatements of operations, shareholders\u2019 equity and cash flows (i) as of and for the fiscal year ended December 31, 2021, and (ii) as of and for\nthe fiscal quarter and the portion of the fiscal year ended June 30, 2022. Such financial statements present fairly, in all material respects, the\nfinancial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods\nin accordance in all material respects with GAAP, subject to normal year-end audit adjustments and, in the case of the statements referred to\nin clause (ii) above, the absence of footnotes.\n\n\n\n-83-\n\f (b) Since December 31, 2021, there has been no event or condition that has resulted, or would reasonably be expected to\nresult, in a material adverse change in the business, assets, liabilities, operations or financial condition of the Borrower and the\nSubsidiaries, taken as a whole.\n\n SECTION 3.05. Properties.\n\n (a) The Borrower and each Subsidiary has good title to, or valid leasehold interests in, or rights to use, all its property material to\nits business, subject to Liens permitted by Section 6.02 and except (i) for defects in title that, individually or in the aggregate, do not\nmaterially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower or any\nSubsidiary or (ii) for any failure to do so that, individually or in the aggregate, would not reasonably be expected to result in a Material\nAdverse Effect.\n\n (b) The Borrower and each Subsidiary owns, or is licensed to use, all patents, trademarks, copyrights, technology, software,\ndomain names and other intellectual property that is necessary for the conduct of its business as currently conducted, without conflict with the\nrights of any other Person, except to the extent that such failure to own or license, or any"}, {"title": "lyft.txt", "text": "such conflict, individually or in the aggregate, would\nnot reasonably be expected to result in a Material Adverse Effect. No patents, trademarks, copyrights technology, software, domain names or\nother intellectual property used by the Borrower or any Subsidiary in the operation of its business infringes upon, misappropriates or\notherwise violates the intellectual property rights of any other Person, except for any such infringements, misappropriations or other violations\nthat, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding\nany patents, trademarks, copyrights, technology, software, domain names or other intellectual property owned or used by the Borrower or any\nSubsidiary is pending or, to the knowledge of the Borrower or any Subsidiary, threatened in writing against the Borrower or any Subsidiary\nthat, individually or in the aggregate, has a reasonable likelihood of an adverse determination and such adverse determination would\nreasonably be expected to result in a Material Adverse Effect.\n\n SECTION 3.06. Litigation and Environmental Matters.\n\n (a) Except as set forthin Schedule 3.06, there are no actions, suits or proceedings by or before any Governmental Authority or\narbitrator pending against or, to the knowledge of the Borrower or any Subsidiary, threatened in writing against the Borrower or any\nSubsidiary that (i) has a reasonable likelihood of an adverse determination and such adverse determination would reasonably be expected,\nindividually or in the aggregate, to result in a Material Adverse Effect or (ii) involve any of the Loan Documents.\n\n (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a\nMaterial Adverse Effect: neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain\nor comply with any Governmental Approval required under any Environmental Law, (ii) is subject to any Environmental Liability, (iii) has\nreceived written notice of any claim with respect to any Environmental Liability or (iv) knows of any fact, incident, event or condition that\nwould reasonably be expected to form the basis for any Environmental Liability.\n\n SECTION 3.07. Compliance with Laws.\n\n (a) Th"}, {"title": "lyft.txt", "text": "e Borrower and each Subsidiary is in compliance with all laws, including all orders of Governmental Authorities,\napplicable to it or its property, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to\nresult in a Material Adverse Effect.\n\n\n\n-84-\n\f (b) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the\nBorrower and the Subsidiaries (subject to Section 5.08) and their respective directors, officers, employees and agents with Anti-Corruption\nLaws and applicable Sanctions, and the Borrower and the Subsidiaries and their respective officers and directors and, to the knowledge of the\nBorrower or any Subsidiary, their respective employees and agents are in compliance with Anti- Corruption Laws and applicable Sanctions in\nall material respects. None of (a) the Borrower, any Subsidiary or their respective directors or officers or, to the knowledge of the Borrower or\nany Subsidiary, any of their respective employees, or (b) to the knowledge of the Borrower or any Subsidiary, any agent of the Borrower or\nany Subsidiary that will act in any capacity in connection with or benefit from any credit facility established hereby, is a Sanctioned Person.\nThe Transactions do not violate any Anti-\nCorruption Law, the USA PATRIOT Act or applicable Sanctions. No Borrowing, Letter of Credit or other transaction contemplated by this\nAgreement will violate any Anti-Corruption Law or applicable Sanctions. The Borrower will not request any Borrowing or Letter of Credit,\nand the Borrower will not use, and will procure that the Subsidiaries and its or their respective directors, officers, employees and agents will\nnot use, directly, to its knowledge, or indirectly, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment,\npromise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-\nCorruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned\nPerson, or in any Sanctioned Country, to the extent such activities, business or transactions are prohibited by Sanctions (iii) in any manner\nthat would result in the violation of any Sanctions applicable to any party hereto.\n\n SECTION"}, {"title": "lyft.txt", "text": "3.08. Investment Company Status. None of the Borrower or any Guarantor is an \u201cinvestment company\u201d as defined in,\nor subject to regulation under, the Investment Company Act of 1940.\n\n SECTION 3.09. Taxes. The Borrower and each Subsidiary have timely filed or caused to be filed all Tax returns and reports\nrequired to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except where (a) (i) the validity\nor amount thereof is being contested in good faith by appropriate proceedings, (ii) the Borrower or such Subsidiary, as applicable, has set\naside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the\ncontested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do so would not, individually or in the\naggregate, reasonably be expected to result in a Material Adverse Effect.\n\n SECTION 3.10. ERISA. No ERISA Events have occurred or are reasonably expected to occur that would, in the aggregate,\nreasonably be expected to result in a Material Adverse Effect. The Borrower and each ERISA Affiliate has fulfilled its obligations under the\nminimum funding standards of ERISA and the Code with respect to each Plan and is in compliance with the presently applicable provisions\nof ERISA and the Code with respect to each Plan, in each case, except as would not, individually or in the aggregate, reasonably be expected\nto result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, neither the\nBorrower nor any ERISA Affiliate has (a) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any\nPlan, (b) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan that has\nresulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, or (c) incurred any\nliability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA that are not past due. The\nBorrower does not and will not hold \u201cplan assets\u201d (within the meaning of 29 CFR \u00a7 2510.3- 101, as modified by Section 3(42) of ERISA).\n\n\n\n-85-\n\f SECTION 3.11. Solvency. Immediately after giving effect to the consumm"}, {"title": "lyft.txt", "text": "ation of the Transactions to occur on such date, including\nthe making of any Loans and the application of the proceeds thereof, (i) the fair value of the assets of the Borrower and the Subsidiaries on a\nconsolidated basis, at a fair valuation on a going concern basis, will exceed the debts and liabilities, direct, subordinated, contingent or\notherwise, of the Borrower and the Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and\nthe Subsidiaries on a consolidated and going concern basis will be greater than the amount that will be required to pay the probable liability of\nthe Borrower and the Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as\nsuch debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Borrower and the Subsidiaries on a\nconsolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities\nbecome absolute and matured in the ordinary course of business; and (iv) the Borrower and the Subsidiaries on a consolidated basiswill not\nhave unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted.\n\n SECTION 3.12. Disclosure. Each of the written reports, financial statements, certificates and other written information (other than\nfinancial projections, budgets, estimates, other forward-looking information, and information of a general economic or industry-specific\nnature) furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent, any Arranger or any Lender in connection\nwith the negotiation of this Agreement or any other Loan Document is and will be, when furnished and taken as a whole, complete and correct\nin all material respects and does not and will not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit\nto state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which\nsuch statements are made (in each case after giving effect to all supplements and updates provided thereto prior to the Effective Date). The\nfinancial projections that have been furnished by or on behalf of the B"}, {"title": "lyft.txt", "text": "orrower or any Subsidiary to the Administrative Agent, any Arranger or\nany Lender in connection with the negotiation of this Agreement or any other Loan Document have been prepared in good faith based upon\nassumptions that are believed by the Borrower to be reasonable at the time such financial projections are furnished to the Administrative\nAgent, any Arranger or any Lender, it being understood and agreed that financial projections are as to future events and are not to be viewed\nas facts, are subject to significant uncertainties and contingencies, many of which are out of the Borrower\u2019s, or its Subsidiaries\u2019 control, that\nno assurance can be given that any particular projections will be realized, that the financial projections is not a guarantee of financial\nperformance and that actual results during the period or periods covered by such projections may differ significantly from the projected results\nand such differences may be material.\n\n SECTION 3.13. Federal Reserve Regulations. Neither the Borrower nor any Subsidiary is engaged or will engage, principally or as\none of its important activities, in the business of purchasing or carrying margin stock (within the meaningof Regulation U of the Board of\nGovernors), or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans or any Letter of\nCredit will be used to purchase or carry margin stock, to extend credit for others to purchase or carry margin stock or for any purpose that\nentails, and no other action will be taken by the Borrower and the Subsidiaries that would result in, a violation of Regulations T, U and X of\nthe Board of Governors.\n\n SECTION 3.14. Use of Proceeds. The Borrower will use the proceeds of the Loans to (i) finance the Effective Date\nRefinancing, (ii) pay fees and expenses incurred in connection with the Effective Date Refinancing and the Transactions and (iii) for\nworking capital in the ordinary course of business and for general corporate purposes of the Borrower and the Subsidiaries.\n\n\n\n-86-\n\f SECTION 3.15. Ranking of Obligations. The obligations of the Borrower under the Loan Documents rank at least equally with all\nof the unsubordinated unsecured Indebtedness of the Borrower, and ahead of all subordinated Indebtedness, if any, of the Borrower.\n\n SECTION 3.16. Labor Matters. Except as set forth in Sche"}, {"title": "lyft.txt", "text": "dule 3.16 and except in the aggregate to the extent the same has not\nhad and could not be reasonably expected to have a Material Adverse Effect, (a) there are no strikes, lockouts, slowdowns or other labor\ndisputes against any Loan Party or any Subsidiary pending or, to the knowledge of the Loan Parties, threatened in writing, and (b) the\nhours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor\nStandards Act or any other applicable Federal, state, local or foreign law dealing with such matters.\n\n SECTION 3.17. Subsidiaries. Schedule 3.17 sets forth as of the Effective Date a list of all Subsidiaries of the Borrower, the\njurisdiction of their formation or organization, as the case may be, and the percentage ownership interest of such Subsidiary\u2019s parent\ncompany therein, and such Schedule shall denote which subsidiaries as of the Effective Date are not Guarantors.\n\n SECTION 3.18. Beneficial Ownership Certification. As of (a) the Effective Date, the information included in any Beneficial\nOwnership Certification delivered pursuant to Section 4.01(g) is true and correct in all respects and (b) as of the date delivered, the\ninformation included in any Beneficial Ownership Certification delivered pursuant to Section 5.01(g) is true and correct in all respects.\n\n ARTICLE IV\n\n Conditions\n\n SECTION 4.01. Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans and each\nIssuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall\nbe satisfied (or waived):\n\n a. The Administrative Agent shall have received a counterpart of this Agreement executed by each party hereto (which,\n subject to Section 9.06(b), may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means\n that reproduces an image of an actual executed signature page).\n\n b. The Administrative Agent shall have received written opinions (addressed to the Administrative Agent, the Issuing\n Banks and the Lenders and dated the Effective Date) of Simpson Thacher & Bartlet"}, {"title": "lyft.txt", "text": "t LLP, counsel to the Borrower and the\n Guarantors, in form and substance customary for financings of this type.\n\n c. The Administrative Agent shall have received a certificate of the Borrower and each Guarantor, dated the Effective\n Date and executed by the secretary, an assistant secretary or a director of the Borrower and each Guarantor, as applicable, attaching (i)\n a copy of each organizational document of the Borrower and each Guarantor which shall, to the extent applicable, be certified as of\n the Effective Date or a recent date prior thereto by the appropriate Governmental Authority, (ii) signature and incumbency certificates\n of the officers or directors, as applicable, of the Borrower and each Guarantor, as applicable executing each Loan Document,\n (iii) resolutions of the board of directors or shareholders, as applicable, of the Borrower and each Guarantor, as applicable approving\n and authorizing the execution, delivery and performance of the Loan Documents, certified as of the Effective Date by such secretary,\n assistant secretary or director as being in full force and effect without modification or amendment, and (iv) a good\n\n\n\n-87-\n\f standing certificate (where relevant) from the Secretary of State or similar Governmental Authority of the jurisdiction of\n organization or formation, if applicable, for the Borrower and each Guarantor, dated the Effective Date or a recent date prior thereto,\n in each case, in form and substance customary for financings of this type.\n\n d. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible\n Officer of the Borrower, certifying that, as of the Effective Date and after giving effect to the Transactions that are to occur on such\n date, (i) the representations and warranties of the Borrower and the Guarantors set forth in the Loan Documents are true and correct\n (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material\n respects and (ii) no Default or Event of Default has occurred and is continuing.\n\n e. The Administrative Agent shall have received a certificate substantially in the form of Exhibit E from the\n Borro"}, {"title": "lyft.txt", "text": "wer, dated the Effective Date and signed by a Responsible Officer of the Borrower.\n\n f. All reasonable out-of-pocket costs, expenses (including reasonable and documented legal fees and expenses of one\n outside counsel) and fees contemplated by the Loan Documents, or otherwise agreed by the Borrower with the Arrangers, to be\n reimbursable or payable by or on behalf of the Borrower to the Arrangers (or their Affiliates), the Administrative Agent or the\n Lenders shall have been paid on or prior to the Effective Date, in each case, to the extent required to be paid on or prior to the\n Effective Date and, in the case of such costs and expenses, invoiced at least three (3) Business Days prior to the Effective Date.\n\n g. The Lenders shall have received at least three (3) Business Days prior to the Effective Date, to the extent reasonably\n requested by the Administrative Agent or any Lender at least ten Business Days prior to the Effective Date, all documentation and\n other information required by regulatory authorities under applicable \u201cknow your customer\u201d and anti-money laundering rules and\n regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation, including, to each\n Lender that so requests, a Beneficial Ownership Certification to the extent the Borrower qualifies as a \u201clegal entity\u201d customer under\n the Beneficial Ownership Regulation.\n\n h. The Effective Date Refinancing shall have occurred substantially concurrently with the Transactions.\n\nFor purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent, each Issuing Bank and\neach Lender as of the Effective Date shall, upon the execution and delivery by the Administrative Agent, each such Issuing Bank and each\nsuch Lender of their respective signature pages to this Agreement, be deemed to have consented to, approved or accepted or to be satisfied\nwith, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative\nAgent, each such Issuing Bank and each such Lender.\n\nThe Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and\nbinding.\n\n SECTION 4.02. E"}, {"title": "lyft.txt", "text": "ach Revolving Credit Event. The obligation of each Lender to make a Loan and of each Issuing Bank to issue,\namend, renew or extend Letters of Credit on the occasion of each Borrowing (other than any conversion or continuation of any outstanding\nLoans) or issuance, amendment,\n\n\n\n-88-\n\frenewal or extension of Letters of Credit is subject to receipt of the Borrowing Request therefor in accordance herewith and to the satisfaction\nof the following conditions:\n\n (a) The representations and warranties of the Borrower and the Guarantors set forth in the Loan Documents (other than,\n after the Effective Date, the representations set forth in Sections 3.04(b) and 3.06(a)) shall be true and correct (i) in the case of the\n representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on\n and as of the date of such Borrowing, except in the case of any such representation or warranty that expressly relates to a prior date,\n in which case such representation or warranty shall be so true and correct (i) in the case of the representations and warranties\n qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case, on and as of such prior date.\n\n (b) At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have\n occurred and be continuing.\n\nOn the date of any Borrowing (other than any conversion or continuation of any outstanding Loans and any amendment to any Letter of\nCredit that increases or extends such Letter of Credit), the Borrower shall be deemed to have represented and warranted that the conditions\nspecified in paragraphs (a) and (b) of this Section have been satisfied.\n\n ARTICLE V\n\n Affirmative Covenants\n\n The Borrower and the Guarantors covenant and agree with each Lender and each Issuing Bank that, until the Termination Date:\n\n SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, on behalf\nof each Lender:\n\n (a) within 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal ye"}, {"title": "lyft.txt", "text": "ar ending December\n 31, 2022, its audited consolidated balance sheet and related consolidated statements of operations, shareholders\u2019 equity and cash\n flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the prior fiscal year, all\n audited by and accompanied by the opinion of PricewaterhouseCoopers LLP or another independent registered public accounting\n firm of recognized national standing (without a \u201cgoing concern\u201d or like qualification or exception (other than any qualification or\n exception with respect to or resulting from (i) an upcoming scheduled final maturity of any Loans or other Indebtedness occurring\n within one year from the time such opinion is delivered or (ii) any prospective or actual default or event of default under any financial\n covenant hereunder or a financial covenant in any other Indebtedness) and without any qualification, exception or emphasis as to the\n scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial\n position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis as of the end\n of and for such year in accordance in all material respects with GAAP;\n\n (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its\n consolidated balance sheet as of the end of such fiscal quarter, the related consolidated statements of operations for such fiscal quarter\n and the then elapsed portion of the fiscal year and the related statements of cash flows for the then elapsed portion of the fiscal\n\n\n\n-89-\n\f year, in each case setting forth in comparative form the figures for the corresponding period or periods of (or, in the case of the\n balance sheet, as of the end of) the prior fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly, in all\n material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a\n consolidated basis as of the end of and for such fiscal quarter and such portion of the fiscal year in accordance with in all material\n respects GAAP, subje"}, {"title": "lyft.txt", "text": "ct to normal year-end audit adjustments and the absence of certain footnotes;\n\n (c) concurrently with each delivery of financial statements under clause (a) or (b) above, a completed Compliance\n Certificate signed by a Financial Officer of the Borrower, (i) certifying as to whether a Default has occurred and is continuing on such\n date and, if a Default has occurred and is continuing on such date, specifying the details thereof and any action taken or proposed to\n be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06(a) and\n (b);\n\n (d) concurrently with any delivery of financial statements under clause (a) above and within 60 days after the end of each\n of the first three fiscal quarters of each fiscal year of the Borrower, the Borrower shall provide unaudited financial statements of\n corresponding character and for dates and periods as in clauses (a) and (b) covering, to the extent consolidated, the VIEs, in each case\n together with a consolidating statement reflecting eliminations or adjustments required to reconcile the financial statements of such\n VIEs, as applicable, to the financial statements delivered pursuant to such clauses (a) and (b);\n\n (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and\n other materials filed by the Borrower or any Subsidiary with the SEC or with any national securities exchange;\n\n (f) promptly after any request therefor, such other information (i) regarding the operations, business affairs, assets,\n liabilities and financial condition of the Borrower or any Subsidiary (subject to the limitations described in the last sentence of\n Section 5.07), or compliance with the terms of any Loan Documents, as the Administrative Agent or any Lender (through the\n Administrative Agent) may reasonably request in writing and (ii) regarding sustainability matters and practices of the Borrower or\n any Subsidiary (including with respect to corporate governance, environmental, social and employee matters, respect for human\n rights, anti-corruption and anti-bribery), as the Administrative Agent or any Lender (through the Administrative A"}, {"title": "lyft.txt", "text": "gent) may\n reasonably request for purposes of compliance with any legal or regulatory requirement applicable to it; and\n\n (g) promptly following any request therefor, provide information and documentation reasonably requested by the\n Administrative Agent or any Lender for purposes of compliance with applicable \u201cknow your customer\u201d and anti-money-laundering\n rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.\n\nNotwithstanding anything to the contrary in this Section 5.01, none of the Borrower nor any Subsidiary will be required to disclose or permit\nthe inspection or discussion of, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial\nproprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or\ncontractors) is prohibited by law or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney\nwork product.\n\n\n\n-90-\n\fInformation required to be delivered pursuant to clause (a), (b), (d) or (e) of this Section shall be deemed to have been delivered to the\nLenders if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the\nAdministrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of\nthe SEC at http://www.sec.gov or on the website of the Borrower. Information required to be delivered pursuant to this Section to the\nAdministrative Agent may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.\n\n SECTION 5.02. Notices of Material Events. Promptly after any Responsible Officer of the Borrower or any Guarantor obtains\nactual knowledge thereof, the Borrower will furnish to the Administrative Agent written notice of the following:\n\n (a) the occurrence of, or receipt by the Borrower or any Guarantor of any written notice claiming the occurrence of,\n any Default;\n\n (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority\n against the Borrower or any Subsidiary, or any adverse develop"}, {"title": "lyft.txt", "text": "ment in any such pending action, suit or proceeding not previously\n disclosed in writing by the Borrower to the Administrative Agent and the Lenders, that in each case has a reasonable likelihood of an\n adverse determination and such determination would reasonably be expected to result in a Material Adverse Effect or that in any\n manner questions the validity of any Loan Document;\n\n (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred would\n reasonably be expected to result in a Material Adverse Effect; or\n\n (d) any other development that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.\n\nEach notice delivered under this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the\ndetails of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.\n\n SECTION 5.03. Existence; Conduct of Business. The Borrower and each Guarantor will, and will cause each Subsidiary to, do or\ncause to be done all things necessary to preserve,renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses,\npermits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole, except, in the\ncase of this clause (b), where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material\nAdverse Effect; provided that the foregoing shall not prohibit any transaction permitted under Article VI.\n\n SECTION 5.04. Payment of Taxes. The Borrower and each Guarantor will, and will cause each Subsidiary to, pay its Taxes before\nthe same shall become delinquent or in default by more than forty-five (45) days, except where (a) (i) the validity or amount thereof is being\ncontested in good faith by appropriate proceedings, (ii) the Borrower or such Subsidiary has set aside on its books reserves with respect\nthereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement\nof any Lien securing such obligation or (b) the failure to make payment would not, individually or in the aggregate, reasonably be expected to\nresult i"}, {"title": "lyft.txt", "text": "n a Material Adverse Effect.\n\n\n\n-91-\n\f SECTION 5.05. Maintenance of Properties and Rights. The Borrower and each Guarantor will, and will cause each Subsidiary to,\nkeep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and\ncasualty and condemnation excepted, and will take all actions reasonably necessary to maintain and protect all patents, trademarks,\ncopyrights, technology, software, domain names and other intellectual property rights (including licenses thereto) necessary to the conduct of\nits business as currently conducted and proposed to be conducted, except in each case (i) for the lapse or expiration of registered intellectual\nproperty rights at the end of the applicable statutory term, or (iii) where the failure to maintain or take any such actions, individually or in the\naggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any\ntransaction permitted under Article VI.\n\n SECTION 5.06. Insurance. The Borrower and each Guarantor will, and will cause each Subsidiary to, maintain, with insurance\ncompanies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and reputable\n(including captive insurance subsidiaries), insurance in such amounts (with no greater risk retention) and against such risks as is customarily\nmaintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations.\n\n SECTION 5.07. Books and Records; Inspection and Audit Rights. The Borrower and each Guarantor will, and will cause each\nSubsidiary to, keep proper books of record and account in which full, true and correct entries in accordance, in all material respects, with\nGAAP and applicable law are made of all material dealings and transactions in relation to its business and activities. The Borrower and each\nGuarantor will, and will cause each Subsidiary to, permit the Administrative Agent (acting on its own behalf or on behalf of any of the\nLenders), and any agent designated by the Administrative Agent, solely during the existence of an Event of Default, upon reasonable prior\nnotice, (a) to visit and reasonably inspect its properties, (b) to examine and make extracts from its books and records"}, {"title": "lyft.txt", "text": "and (c) to discuss its\noperations, business affairs, assets, liabilities and financial condition with its officers and independent accountants, all at such reasonable\ntimes during normal business hours and as often as reasonably requested; provided that the Administrative Agent collectively may not exercise\nsuch rights more often than once during any calendar year and the Administrative Agent (or any of their agents) may do any of the foregoing\n(at the reasonable expense of the Borrower) at any time during normal business hours and upon reasonable advance notice. The\nAdministrative Agent shall give the Borrower the opportunity to participate in any discussions with the Borrower\u2019s independent accountants.\nNotwithstanding anything to the contrary in this Section, neither the Borrower nor any Subsidiary shall be required to disclose, permit the\ninspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-\nfinancial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its agents) is\nprohibited by applicable law or any binding confidentiality agreement between the Borrower or any Subsidiary and a Person that is not the\nBorrower or any Subsidiary not entered into in contemplation of preventing such disclosure, inspection, examination or discussion or (iii) is\nsubject to attorney-client or similar privilege or constitutes attorney work-product.\n\n SECTION 5.08. Compliance with Laws. The Borrower and each Guarantor will, and will cause each Subsidiary to, comply with\nall laws, including all Environmental Laws and ERISA, and all orders of any Governmental Authority, applicable to it, its operations or its\nproperty, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse\nEffect. The Borrower and each Guarantor will maintain in effect and enforce policies and procedures reasonably designed to promote\ncompliance by the Borrower, the Subsidiaries and their respective directors, officers, employees and agents (in each case, in their respective\ncapacities as such) with Anti-Corruption Laws and Sanctions.\n\n\n\n-92-\n\f SECTION 5.09. Use of Proceeds.\n\n (a) The proceeds of the Loans will be used (a) on the Effective Date"}, {"title": "lyft.txt", "text": "to (i) finance the Effective Date Refinancing, (ii) finance in\npart the other Transactions, (iii) pay fees and expenses incurred in connection with the Effective Date Refinancing and the Transactions and\n(b) on and after the Effective Date used for working capital in the ordinary course of business and general corporate purposes of the Borrower\nand the Subsidiaries.\n\n (b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower will not use, and will procure that the\nSubsidiaries and its or their respective directors, officers, employees and agents will not use, directly or, to its knowledge, indirectly, the\nproceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or\ngiving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing\nor facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such\nactivities, business or transaction are prohibited by Sanctions (iii) in any manner that would result in the violation of any Sanctions applicable\nto any party hereto, or (iv) to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin\nstock or for any other purpose that would result in a violation of Regulations T, U and X of the Board of Governors.\n\n SECTION 5.10. Guaranty.\n\n (a) The payment and performance of the Obligations of the Borrower shall be unconditionally guaranteed by each Subsidiary\n(other than a Foreign Subsidiary or an Excluded Subsidiary), in each case, pursuant to Article X hereof or pursuant to one or more\nsupplements hereto or other guaranty agreements in form and substance reasonably acceptable to the Administrative Agent, as the same may\nbe amended, modified or supplemented from time to time (individually a \u201cGuaranty\u201d and collectively the \u201cGuaranties\u201d; each Subsidiary\nparty to this Agreement and each additional Subsidiary, upon the execution and delivery of the applicable Guaranty, a \u201cGuarantor\u201d and\ncollectively the \u201cGuarantors\u201d).\n\n (b) In the event that (x) any Subsidiary (other than a Foreign Subsidiary or an Excluded Subsidiary) is acquired or created or\nceases to be an Excluded Subsidiary afte"}, {"title": "lyft.txt", "text": "r the Effective Date or (y) the Borrower (in its sole discretion) otherwise elects to designate a\nSubsidiary as a Guarantor after the Effective Date, the Borrower shall cause such Person to execute and deliver to the Administrative Agent,\n(i) within 60 days after acquisition, creation or cessation in the case of clause (x) and (ii) at the time of designation in the case of clause (y), an\nAdditional Guarantor Supplement substantially in the form attached as Exhibit F or such other form reasonably acceptable to the\nAdministrative Agent, and the Borrower shall also deliver to the Administrative Agent, or cause such Person to deliver to the Administrative\nAgent, at the Borrower\u2019s cost and expense, such other instruments, documents, certificates and opinions of the type delivered on the Effective\nDate pursuant to Section 4.01(b), 4.01(c) and 4.01(d), to the extent reasonably required by the Administrative Agent in connection therewith.\n\n (c) Upon delivery of written notice to the Administrative Agent by a Responsible Officer of the Borrower certifying that, as to a\nparticular Guarantor, (i) such Guarantor is electing (in its sole discretion) to be released from its Guaranteehereunder and (ii) the conditions\nset forth in clause (a) that would require such Guarantor to remain a Guarantor do not apply or, after giving effect to any substantially\nconcurrent transactions, including any repayment of Indebtedness or release of a guaranty, will not apply, or such Guarantor is, or after giving\neffect to any substantially concurrent transactions will be, an Excluded Subsidiary, such Guarantor shall be automatically released from its\nobligations (including its Guaranty) hereunder without further required action by any Person; provided that,\n\n\n\n-93-\n\fnotwithstanding the foregoing, no Guarantor shall cease to be a Guarantor solely as a result of such Guarantor becoming an Excluded\nSubsidiary pursuant to clause (a) of the definition thereof if the transaction by which such Guarantor would become an Excluded Subsidiary\nwas not entered into in connection with a sale or disposition of the Equity Interests of such Guarantor for fair market value to a third party\nthat is not an Affiliate (or Related Party) of the Borrower for a bona fide business purpose. The Administrative Agent, at the Borrower\u2019s\nexpense, shall execute and deliver to the applicable Guarantor any docu"}, {"title": "lyft.txt", "text": "ments or instruments as such Guarantor may reasonably request to\nevidence the release of such Guaranty.\n\n (d) For the avoidance of doubt, in the event any Guarantor is released from its Guarantee pursuant to clause (c) above, the\nrequirements of Section 5.10(a) shall no longer apply going forward with respect to such former Guarantor (and Section 5.10(a) shall not\ncause any springing Guarantee with respect to such released Guarantor after such release occurs).\n\n SECTION 5.11. [Reserved]\n\n SECTION 5.12. [Reserved]\n\n SECTION 5.13. Transactions with Affiliates. The Borrower and the Guarantors will not, and will cause its Subsidiaries to not,\nengage in transactions by or among the Borrower and the Guarantors, sell or transfer any property or assets to, or purchase or acquire any\nproperty or assets from, or otherwise engage in any other transactions with, any of its Affiliates, involving aggregate payments or\nconsideration in excess of $25,000,000 in any fiscal year unless:\n\n (a) such transaction is on terms that are not materially less favorable to the Borrower or the relevant Subsidiary than those that\nwould have been obtained in acomparable transaction by the Borrower or such Subsidiary with an unrelated Person on an arm\u2019s-length\nbasis.\n\n (b) The foregoing provisions will not apply to the following:\n\n (i) transactions among the Borrower and its Subsidiaries or any entity that becomes a Subsidiary as a result of such\n transaction;\n\n (ii) [Reserved];\n\n (iii) the Transactions and the payment of the Transaction Expenses;\n\n (iv) issuances by the Borrower and its Subsidiaries of Equity Interests not prohibited under this Agreement;\n\n (v) reasonable and customary fees payable to any directors of the Borrower and its Subsidiaries (or any direct or indirect\n parent of the Borrower) and reimbursement of reasonable out- of-pocket costs of the directors of the Borrower and its subsidiaries (or\n any direct or indirect parent of the Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the extent\n reasonably attributable to the ownership or operations of the Borrower and its Subsidiaries);\n\n (vi) expense reimbursement and emp"}, {"title": "lyft.txt", "text": "loyment, severance and compensation arrangements entered into by the Borrower and\n its Subsidiaries with their officers, employees and consultants in the ordinary course of business, including, without limitation, the\n payment of stay bonuses and incentive compensation and/or such officer\u2019s, employee\u2019s or consultant\u2019s equity investment in certain\n Subsidiaries;\n\n\n\n-94-\n\f i. payments by the Borrower and its Subsidiaries to each other pursuant to tax sharing agreements on customary terms (including,\n without limitation, transfer pricing initiatives);\n\n ii. the payment of reasonable and customary indemnities to directors, officers and employees of the Borrower and its Subsidiaries\n (or any direct or indirect parent of the Borrower) in the ordinary course of business, in the case of any direct or indirect parent to the\n extent attributable to the operations of the Borrower and its Subsidiaries;\n\n iii. transactions pursuant to permitted agreements in existence on the Effective Date and disclosed to the Lenders prior to\n the Effective Date and any amendment thereto to the extent such an amendment is notadverse to the interests of the Lenders in any\n material respect;\n\n iv. [reserved];\n\n v. [reserved];\n\n vi. loans and other transactions among the Borrower and its Subsidiaries (and any direct and indirect parent company of\n the Borrower) to the extent permitted under this Article V;\n\n vii. the existence of, or the performance by the Borrower or any of its Subsidiaries of its obligations under the terms of,\n any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related\n thereto) to which it is a party as of the Effective Date and any similar agreements entered into thereafter; provided, however, that the\n existence of, or the performance by the Borrower or any of its Subsidiaries of obligations under any future amendment to any such\n existing agreement or under any similar agreement entered into after the Effective Date shall only be permitted by this clause (xiii) to the\n extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders when taken"}, {"title": "lyft.txt", "text": "as a whole;\n\n viii. transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the\n ordinary course of business which are fair to the Borrower and its Subsidiaries, in the reasonable determination of the board of directors\n of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such\n time from an unaffiliated party;\n\n ix. sales of accounts receivable, or participations therein, by any Subsidiary that is not a Guarantor in connection with any\n Receivables Facility;\n\n x. payments or loans (or cancellation of loans) to employees or consultants of the Borrower, any of its direct or indirect parent\n companies or any of its Subsidiaries which, for any such payments or loans in excess of $1,000,000, are approved by a majority of the\n board of directors of the Borrower in good faith; and\n\n xi. transactions among Foreign Subsidiaries for tax planning and tax efficiency purposes.\n\n\n\n-95-\n\f ARTICLEVI\n\n Negative Covenants\n\n Each of the Borrower and the Guarantors covenants and agrees with each Lender and each Issuing Bank that, until the\nTermination Date:\n\n SECTION 6.01. Limitation on Non-Guarantor Subsidiary Indebtedness and Issuance of Non- Guarantor Preferred Stock.\n\n (a) The Borrower and the Guarantors will not permit any Subsidiary that is not a Guarantor to create, incur, assume, guarantee\nor permit to exist, with respect to (collectively, \u201cincur\u201d) any Non- Guarantor Indebtedness (including Acquired Debt).\n\n (b) The foregoing restriction shall not apply to the following items:\n\n (i) Indebtedness existing on the Effective Date that either is set forth on Schedule\n 6.01 or has a committed or principal amount of not greater than $25,000,000 individually and\n $50,000,000 in the aggregate;\n\n (ii) any Indebtedness of a Person existing at the time such Person is merged into or consolidated with or otherwise\n acquired by the Borrower or a"}, {"title": "lyft.txt", "text": "ny Subsidiary or at the time of a sale, lease or other disposition of the properties and assets of such\n Person (or a division or line of business thereof) as an entirety or substantially as an entirety to any Subsidiary and is assumed by such\n Subsidiary; provided that such Indebtedness was not incurred in contemplation thereof;\n\n (iii) any Indebtedness of a Person existing at the time such Person becomes a Subsidiary; provided that such\n Indebtedness was not incurred in contemplation thereof;\n\n (iv) Indebtedness incurred by any Subsidiary in respect of letters of credit, bank guarantees and similar instruments issued\n in the ordinary course of business, including without limitation (A) in respect of workers\u2019 compensation claims, health, disability or\n other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to\n reimbursement type obligations regarding workers\u2019 compensation claims, (B) in the nature of security deposit (or similar deposit or\n security) given to a lessor under an operating lease of real property under which such Person isa lessee, (C) in respect of other\n operating purposes, including customer or vendor obligations or (D) in respect of bids, trade contracts, leases, statutory obligations,\n surety and appeal bonds, performance bonds and obligations of a like nature and other obligations that do not constitute\n Indebtedness; provided, however, that upon the drawing of such letters of credit, bank guarantees, similar instruments or the\n incurrence of such Indebtedness, such obligations are reimbursed within 60 days following such drawing or incurrence;\n\n (v) Indebtedness arising from agreements of a Subsidiary providing for indemnification, adjustment of purchase price,\n earn-outs or similar obligations, in each case, in connection with any joint ventures or minority investments or incurred or assumed\n in connection with the disposition or acquisition of a portion or all of any business line or division, assets or a Subsidiary, other than\n guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the\n purpose of financing such acquisition;\n\n\n\n-96-"}, {"title": "lyft.txt", "text": "i. Indebtedness of a Subsidiary owed to and held by the Borrower, or any other Subsidiary; provided, however, that any\n subsequent issuance or transfer of any Equity Interests or any other event that results in any such Subsidiary ceasing to be a\n Subsidiary or any subsequent transfer of any such Indebtedness (except to the Borrower or a Subsidiary or any pledge of such\n Indebtedness constituting a Lien permitted pursuant to Section 6.02 hereof) shall be deemed, in each case, to constitute the incurrence\n of such Indebtedness not permitted by this clause (vi);\n\n ii. endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the\n ordinary course of business;\n\n iii. Hedging Obligations and/or Cash Management Obligations of any Subsidiary (excluding Hedging Obligations\n entered into for speculative purposes);\n\n iv. obligations in respect of customs, stay, bid, appeal, performance and surety bonds, appeal bonds and other similar\n types of bonds and performance and completion guarantees and other obligations of a like nature provided by any Subsidiary or\n obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past\n practice;\n\n v. (x) any guarantee by a Subsidiary or any co-issuance by a Subsidiary that is a finance corporation formed for the sole\n purpose of acting as a co-issuer of debt securities and which does not have any material assets, in each case, of Indebtedness or other\n obligations of any Subsidiary so long as the incurrence of such Indebtedness or other obligations incurred by such Subsidiary or for\n which such Subsidiary is acting as a co-issuer, as applicable, is not prohibited under the terms of this Agreement and (y) any\n guarantee by a Subsidiary or any co-issuance by a Subsidiary that is a finance corporation formed for the sole purpose of acting as a\n co-issuer of debt securities and which does not have any material assets, in each case, of Indebtedness or other obligations of the\n Borrower so long as the incurrence of such Indebtedness or other obligations is not prohibited under the terms of this Agreement;\n\n vi. any extension, ren"}, {"title": "lyft.txt", "text": "ewal, replacement, refinancing or refunding of any Indebtedness referred to in clauses (i), (ii) and\n (iii); provided that the principal amount of the Indebtedness incurred to so extend, renew, replace, refinance or refund shall not\n exceed (w) the principal amount of Indebtedness being extended, renewed, replaced, refinanced or refunded plus (x) any premium or\n fee (including tender premiums) or other amount paid, and fees and expenses incurred, in connection with such extension, renewal,\n replacement, refinancing or refunding, plus (y) an amount equal to any existing unutilized commitment relating to such extended,\n renewed, replaced, refinanced or refunded Indebtedness, solely to the extent such unutilized commitment is permitted to be drawn\n immediately prior to the incurrence of such extended, renewed, replaced, refinanced or refunded Indebtedness, and (z) other amounts\n permitted to be incurred in accordance with any other clause in this Section 6.01(b) (solely to the extent increases pursuant to this\n clause (z) reduce capacity, on a dollar-for-dollar basis, available to be incurred pursuant to such other clause);vii. Cash Management Obligations and Indebtedness in respect of netting services, overdraft facilities, employee credit\n card programs, Cash Pooling Arrangements or similar arrangements in connection with cash management and deposit accounts;\n\n viii. Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary incurred in the\n ordinary course of business;\n\n\n\n-97-\n\f i. Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument\n drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within 30\n days of its incurrence;\n\n ii. Indebtedness owing to any insurance company in connection with the financing of insurance premiums permitted by\n such insurance company in the ordinary course of business;\n\n iii. [reserved];\n\n iv. [reserved];\n\n v. Indebtedness issued to future, current or former officers, directors, employees and consultants of such Subsidiary or\n any direct or indirect parent thereof, their"}, {"title": "lyft.txt", "text": "respective estates, heirs, family members, spouses or former spouses, in each case to finance\n the purchase or redemption of Equity Interests of the Borrower, a Subsidiary or any of their respective direct or indirect parent\n companies;\n\n vi. Indebtedness of any Foreign Subsidiary or of any foreign Persons that are acquired by the Borrower or any\n Subsidiary or merged into a Subsidiary that is a Foreign Subsidiary in accordance with the terms of this Agreement; provided that\n the aggregate amount outstanding of any such Indebtedness shall not at any time exceed $200,000,000;\n\n vii. Indebtedness (i) incurred to finance or refinance the acquisition, construction or improvement of any fixed or capital\n assets, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 270 days after such\n acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed\n the cost of acquiring, constructing or improving such fixed or capital assets, or (ii) assumed in connection with the acquisition of any\n fixed or capital assets, and, in each case, any renewals, replacements, extensions or refinancings thereof; provided that the principal\n amount of such Indebtedness is not increased at the time of such renewal, replacement, extension or refinancing thereof except by (x)\n an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such renewal, extension,\n replacement or refinancing, plus (y) an amount equal to any existing unutilized commitment relating to such extended, renewed,\n replaced or refinanced Indebtedness, solely to the extent such unutilized commitment is permitted to be drawn immediately prior to\n the incurrence of extended, renewed, replaced or refinanced Indebtedness, plus (z) other amounts permitted to be incurred in\n accordance with any other clause in this Section 6.01(b) (solely to the extent increases pursuant to this clause (z) reduce capacity, on\n a dollar-for-dollar basis, available to be incurred pursuant to such other clause); provided, further, that the aggregate principal amount\n of Indebtedness incurred pursuant to this clause (xx) does not exceed $500,000,000; and"}, {"title": "lyft.txt", "text": "viii. other Non-Guarantor Indebtedness; provided that at the time of and after giving pro forma effect to the incurrence of\n any such Non-Guarantor, the sum, without duplication, of (i) the aggregate principal amount of Non-Guarantor Indebtedness incurred\n pursuant to this clause (xxi), (ii) the aggregate principal amount of the outstanding Indebtedness secured by Liens permitted by\n Section 6.02(k) and (iii) the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions permitted by Section 6.03,\n does not exceed the greater of\n $1,750,000,000 and 10% of Total Assets.\n\n For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness, the Dollar\nEquivalent principal amount of Indebtedness denominated in a\n\n\n\n-98-\n\fforeign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the\ncase of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other\nIndebtedness denominated in a foreign currency, and such refinancing would causethe applicable dollar-denominated restriction to be\nexceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction\nshall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal\namount of such Indebtedness being refinanced.\n\n For purposes of determining compliance with this Section 6.01, if any item of Indebtedness meets the criteria of more than one of the\ncategories of Indebtedness described in clauses (i) through (xxi) above, the Borrower shall, in its sole discretion, classify such item of\nIndebtedness (or any portion thereof) and may include the amount and type of such Indebtedness in one or more of the above clauses, and the\nBorrower may later reclassify such item of Indebtedness (or any portion thereof) and include it in another of such clauses in which it could\nhave been included at the time it was incurred.\n\n SECTION 6.02. Liens. The Borrower and the Guarantors will not, and will not permit any Subsidiary to, create, incur, assume or\npermit to exist any Lien on any asset now owned or hereafter acquired by it,"}, {"title": "lyft.txt", "text": "or assign or sell any income or revenues (including accounts\nreceivable) or rights in respect of any thereof, except:\n\n (a) Permitted Liens;\n\n (b) any Lien on any asset of the Borrower or any Subsidiary existing on the Effective Date and that either is set forth on\n Schedule 6.02 or encumbers property or assets with a fair market value, and securing obligations having a committed or principal\n amount, in each case, of not greater than $25,000,000 individually or $50,000,000 in the aggregate; provided that (i) such Lien shall\n not apply to any other asset of the Borrower or any Subsidiary (other than improvements, proceeds or accessions thereto and the\n proceeds thereof) and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions,\n replacements, renewals and refinancings thereof that do not increase the outstanding principal amount thereof except by an amount\n equal to (x) any premium or other amount paid, and fees and expenses incurred, in connection with such extension, renewal or\n refinancing, plus (y) an amount equal to any existing unutilized commitment relating to such extended, renewed, replaced, refinanced\n or refunded Indebtedness, solely to the extent such unutilized commitment is permitted to be drawn immediately prior to the\n incurrence of such extended, renewed, replaced, refinanced or refunded Indebtedness, and (z) other amounts permitted to be incurred\n in accordance with any other clause in this Section 6.02 (solely to the extent increases pursuant to this clause (b) reduce capacity, on a\n dollar-for-dollar basis, available to be incurred pursuant to such other clause); provided, further, that individual financings otherwise\n permitted to be secured hereunder provided by any Person (or its Affiliates) may be cross-collateralized to other such financings\n provided by such Person (or its Affiliates);\n\n (c) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary securing\n Indebtedness, including Capital Lease Obligations, or other obligations incurred to finance such acquisition, construction or\n improvement and extensions, replacements, renewals and refinancings thereof that do not increase the"}, {"title": "lyft.txt", "text": "outstanding principal amount\n thereof except by (x) an amount equal to any premium or other amount paid, and fees and expenses incurred, in connection with such\n extension, replacement, renewal or refinancing, plus\n (y) an amount equal to any unutilized commitment relating to such extended, renewed, replaced, or refinanced Indebtedness or\n obligations, solely to the extent such unutilized commitment is\n\n\n\n-99-\n\f permitted to be drawn immediately prior to the incurrence of such extended, renewed, replaced, or refinanced Indebtedness or\n obligations and (z) other amounts permitted to be incurred in accordance with any other clause in this Section 6.02 (solely to the\n extent increases pursuant to this clause (z) reduce capacity, on a dollar-for-dollar basis, available to be incurred pursuant to such other\n clause); provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within 270 days after such\n acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of\n acquiring, constructing or improving such fixed or capital assets and (iii) such Liens shall not apply to any other assets of the\n Borrower or any Subsidiary (other than improvements, proceeds or accessions thereto and the proceeds thereof), provided further that\n individual financings of equipment or other fixed or capital assets otherwise permitted to be secured hereunder provided by any\n Person (or its Affiliates) may be cross-collateralized to other such financings provided by such Person (or its Affiliates);\n\n a. any Lien on any asset acquired by the Borrower or any Subsidiary after the Effective Date existing at the time of the\n acquisition thereof or existing on any asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that\n is merged, amalgamated or consolidated with or into the Borrower or a Subsidiary in a transaction permitted hereunder) after the\n Effective Date and prior to the time such Person becomes a Subsidiary (or is so merged, amalgamated or consolidated), provided that\n (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such"}, {"title": "lyft.txt", "text": "merger, amalgamation or consolidation), as the case may be, (ii) such Lien shall not apply to any other assets of the Borrower or any\n Subsidiary (other than improvements, proceeds or accessions thereto and the proceeds thereof) and (iii) such Lien shall secure only\n those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary (or is so merged,\n amalgamated or consolidated), as the case may be, and extensions, replacements, renewals and refinancings thereof that do not\n increase the outstanding principal amount thereof except by (x) an amount equal to any premium or other amount paid, and fees and\n expenses incurred, in connection with such extension, renewal or refinancing plus (y) an amount equal to any existing unutilized\n commitment relating to such extended, renewed or refinanced obligations, solely to the extent such unutilized commitment is\n permitted to be drawn immediately prior to the incurrence of such extended, renewed or refinanced obligations, and (z) other amounts\n permitted to be incurred in accordance with any other clause in this Section 6.02 (solely to theextent increases pursuant to this clause\n (z) reduce capacity, on a dollar-for-dollar basis, available to be incurred pursuant to such other clause); provided further that\n individual financings otherwise permitted to be secured hereunder provided by any Person (or its Affiliates) may be cross-\n collateralized to other such financings provided by such Person (or its Affiliates;\n\n b. in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section\n 6.04, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;\n\n c. in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is\n not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such\n Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint\n venture, shareholders\u2019 or similar agreement;\n\n d. Liens solely o"}, {"title": "lyft.txt", "text": "n any cash earnest money deposits, escrow arrangements or similar arrangements made by the Borrower\n or any Subsidiary in connection with any letter of intent or purchase agreement for an Acquisition or other transaction permitted\n hereunder;\n\n\n\n-100-\n\f a. Liens deemed to exist in connection with Sale/Leaseback Transactions set forth on Schedule 6.03 or permitted by\n Section 6.03(a);\n\n b. (i) deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty,\n liability or other insurance to the Borrower and the Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof\n securing the financing of the premiums with respect thereto;\n\n c. Liens on the net cash proceeds of any Acquisition Indebtedness held in escrow by a third party escrow agent prior to\n the release thereof from escrow;\n\n d. other Liens, provided that at the time of and after giving pro forma effect to the incurrence of any such Lien (or any\n Indebtedness secured thereby and the application of the proceeds thereof), the sum, withoutduplication, of (i) the aggregate principal\n amount of Non- Guarantor Indebtedness incurred pursuant to Section 6.01(b)(xxi), (ii) the aggregate principal amount of the\n outstanding Indebtedness secured by Liens permitted by this clause (k) and (iii) the Attributable Debt in respect of all outstanding\n Sale/Leaseback Transactions permitted by Section 6.03, does not exceed the greater of $1,750,000,000 and 10% of Total Assets;\n\n e. [Reserved];\n\n f. Liens on inventory or equipment of the Borrower or any of its Subsidiaries granted in the ordinary course of business\n to the Borrower\u2019s or such Subsidiary\u2019s vendors, clients, customers, landlords or bailees;\n\n g. [Reserved];\n\n h. Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; provided that such\n Liens do not encumber any assets other than the accounts receivable and related assets being financed, the property securing or\n otherwise relating to such accounts receivable and related assets, and the proceeds thereof;\n\n i. Liens securing Hedging Obligat"}, {"title": "lyft.txt", "text": "ions so long as, in the case of Hedging Obligations related to interest, the related\n Indebtedness is secured by a Lien on the same property securing such Hedging Obligations;\n\n j. Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing\n agreements and similar transactions;\n\n k. Liens arising from precautionary UCC financing statement or similar filings;\n\n l. Liens (i) in favor of the Borrower or a Subsidiary on assets of a Subsidiary that is not a Guarantor securing permitted\n intercompany Indebtedness and (ii) in favor of the Borrower or any Guarantor;\n\n m. ground leases in respect of Real Estate Assets on which facilities owned or leased by the Borrower or any of its\n Subsidiaries are located;\n\n n. (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal\n operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to\n control or regulate the\n\n\n\n-101-\n\f use ofany real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its\n Subsidiaries, taken as a whole;\n\n a. Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of\n goods or buyer of goods;\n\n b. Liens on amounts deposited as \u201csecurity deposits\u201d (or their equivalent) in the ordinary course of business in\n connection with actions or transactions not prohibited by this Agreement; and\n\n c. Liens on cash collateral securing any letters of credit in an aggregate face amount at any time outstanding not to\n exceed $75,000,000.\n\n For purposes of determining compliance with this Section 6.02, if any Lien (or any portion thereof) meets the criteria of more than\none of the categories of Liens described in clauses (a) through (p) above and/or one or more of the clauses contained in the definition of\n\u201cPermitted Liens\u201d, the Borrower shall, in its sole discretion, classify such Lien (or such portion thereof) and may include such Lien (or such\nportion thereof) in one or more of such clauses, and the Bo"}, {"title": "lyft.txt", "text": "rrower may later reclassify such Lien (or any portion thereof) and include it in\nanother of such clauses in which it could have been included at the time it was incurred (but, except as set forth below with respect to clause\n(k), not into any clause under which it could not have been included at the time it was incurred) or, solely in the case of clause (k) above, at\nthe time of such reclassification.\n\n SECTION 6.03. Sale/Leaseback Transactions. The Borrower and the Guarantors will not, and will not permit any Subsidiary to,\nenter into any Sale/Leaseback Transaction, except Sale/Leaseback Transactions set forth on Schedule 6.03 and the following:\n\n (a) any Sale/Leaseback Transaction entered into to finance the acquisition or construction of any fixed or capital assets\n by the Borrower or any Subsidiary, provided that such Sale/Leaseback Transaction is entered into prior to or within 270 days after\n such acquisition or the completion of such construction and the Attributable Debt in respect thereof does not exceed the cost of\n acquiring or constructing such fixed or capital assets; and\n\n (b) other Sale/Leaseback Transactions;\n\n provided that at the time of and after giving pro forma effect to any such Sale/Leaseback Transaction, the sum, without duplication,\n of (i) the Attributable Debt in respect of all outstanding Sale/Leaseback Transactions permitted under this Section 6.03, (ii) the\n aggregate principal amount of Non-Guarantor Indebtedness incurred pursuant to Section 6.01(b)(xxi) and (iii) the aggregate\n principal amount of the outstanding Indebtedness secured by Liens permitted by Section 6.02(k), does not exceed the greater of\n $1,750,000,000 and 10% of Total Assets.\n\n SECTION 6.04. Fundamental Changes.\n\n (a) The Borrower and each Guarantor will not, and will not permit any Subsidiary to, amalgamate with, merge into or consolidate\nwith any other Person, or permit any other Person to amalgamate with, merge into or consolidate with it, or liquidate or dissolve, except that\nif at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and, in the case of\nclause (D) below, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 6."}, {"title": "lyft.txt", "text": "06, (A) any Person may\namalgamate, merge or consolidate with the Borrower in a transaction in which the Borrower is the surviving entity, (B) the Borrower may\n\n\n\n-102-\n\famalgamate, merge or consolidate with any Person in a transaction in which such Person is the surviving entity, provided that (1) such Person\nis a corporation or limited liability company organized under the laws of the United States or any state thereof, (2) prior to or substantially\nconcurrently with the consummation of such amalgamation, merger or consolidation, (x) such Person shall execute and deliver to the\nAdministrative Agent an assumption agreement (the \u201cAssumption Agreement\u201d), in form and substance reasonably satisfactory to the\nAdministrative Agent, pursuant to which such Person shall assume all of the obligations of the Borrower under this Agreement and the other\nLoan Documents, and (y) such Person shall deliver to the Administrative Agent such documents, certificates and opinions as the\nAdministrative Agent may reasonably request relating to such Person, such amalgamation, merger or consolidation or the Assumption\nAgreement, and (3) the Lenders shall have received, at least five Business Days prior to the date of the consummation of such amalgamation,\nmerger or consolidation, (x) all documentation and other information regarding such Person required by bank regulatory authorities under\napplicable \u201cknow your customer\u201d and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that\nhas been reasonably requested by the Administrative Agent or any Lender and (y) to the extent such Person qualifies as a \u201clegal entity\ncustomer\u201d under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Person, it being agreed that\nupon the execution and delivery to the Administrative Agent of the Assumption Agreement and the satisfaction of the other conditions set\nforth in this clause (B), such Person shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the\nBorrower under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Loans) and shall\nthenceforth, for all purposes of this Agreement and the other Loan Documents, be the \u201cBorrower\u201d, (C) any Person (other than the Borrower)\nmay amalgamate, merge or consolidate with any Subsidi"}, {"title": "lyft.txt", "text": "ary in a transaction in which the surviving entity is a Subsidiary, (D) any Subsidiary\nmay amalgamate with, merge into or consolidate with any Person (other than the Borrower) in a transaction not prohibited under paragraph\n(b) of this Section in which, after giving effect to such transaction, the surviving entity is not a Subsidiary, (E) any Person may reincorporate\nunder the laws of the United States, any state thereof or the District of Columbia and (F) any Subsidiary may liquidate or dissolve if the\nBorrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and its Subsidiaries taken as a\nwhole and is not materially disadvantageous to the Lenders.\n\n a. The Borrower and the Guarantors will not, and will not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of,\ndirectly or through any amalgamation, merger or consolidation and whether in one transaction or in a series of transactions, assets (including\nEquity Interests in Subsidiaries) representing all or substantially all of the assets of the Borrower and its Subsidiaries (whether now owned or\nhereafter acquired), taken as a whole.\n\n SECTION 6.05. Restrictive Agreements. The Borrower and the Guarantors will not, and will not permit any Subsidiary to enter\ninto, incur or permit to exist any agreement or other arrangement with any Person (other than any such agreements or arrangements between\nor among the Borrower and the Subsidiaries) that prohibits, restricts or imposes any condition upon the ability of any Subsidiary to pay\ndividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to the Borrower or any Subsidiary,\nin each case, except to the extent the Borrower has reasonably determined that such agreement or arrangement will not materially impair the\nBorrower\u2019s ability to make payments under this Agreement when due\u037e provided that the foregoing shall not apply to (a) prohibitions,\nrestrictions or conditions imposed by law or by the Loan Documents, (b) prohibitions, restrictions or conditions contained in, or existing by\nreason of, any agreement or instrument set forth on Schedule 6.05 (but shall apply to any amendment or modification expanding the scope of\nany such prohibition, restriction or condition), (c) prohibitions, restrictions and conditions imposed by it"}, {"title": "lyft.txt", "text": "s organizational documents or any\nrelated joint venture, shareholders\u2019 or similar agreement\u037e provided that such prohibitions, restrictions and conditions apply only to such\nSubsidiary and to any Equity Interests in such\n\n\n\n-103-\n\fSubsidiary, (d) customary prohibitions, restrictions and conditions contained in agreements relating to the sale of a Subsidiary that are\napplicable solely pending such sale\u037e provided that such prohibitions, restrictions and conditions apply only to the Subsidiary that is to be sold,\n(e) prohibitions, restrictions and conditions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such\nSubsidiary became a Subsidiary and not created in contemplation thereof or in connection therewith (but shall apply to any amendment or\nmodification expanding the scope of any such restriction or condition)\u037e provided that such prohibitions, restrictions and conditions apply only\nto such Subsidiary, (f) prohibitions, restrictions and conditions imposed by agreements relating to any Indebtedness of the Borrower or any\nSubsidiary permitted hereunder to the extent, in the good faith judgment of the Borrower, such prohibitions, restrictions and conditions, at the\ntime such Indebtedness is incurred, are on customary market terms for Indebtedness of such type, (g) restrictions on cash or other deposits\n(including escrowed funds) imposed under contracts entered into in the ordinary course of business or restrictions imposed by the terms of a\nLien permitted by Section 6.02 on the property subject to such Lien, and (h) customary provisions restricting subletting or assignment of any\nlease governing a leasehold interest of the Borrower or any Subsidiary.\n\n SECTION 6.06. Financial Covenants.\n\n (a) The Borrower will not permit the Leverage Ratio on the last day of any fiscal quarter of the Borrower to exceed 3:50\n to 1.00; provided that, in the event the Borrower consummates a Qualified Acquisition after the Effective Date, the Borrower may\n elect (a \u201cQualified Acquisition Election\u201d) upon notice to the Administrative Agent (which Qualified Election may be made (x) at any\n time on or prior to the date that the next Compliance Certificate is delivered pursuant to Section 5.01(c) following the consummation\n of such Qualified Acquisition or (y) in such Compliance Certificat"}, {"title": "lyft.txt", "text": "e) that the Leverage Ratio level set forth above be (and, subject to\n this proviso, the Leverage Ratio level set forth above shall be) (1) 4:00 to 1.00 for the next four consecutive fiscal quarters (including\n the fiscal quarter in which the Qualified Acquisition was consummated) and (2) thereafter, the Leverage Ratio shall be 3:50 to 1.00;\n provided, further, that (A) the Borrower may not make a Qualified Acquisition Election unless the Borrower has maintained a\n Leverage Ratio of less than or equal to 3:50 to 1.00 for the two consecutive fiscal quarters immediately preceding the consummation\n of the applicable Qualified Acquisition and (B) the Borrower shall not be permitted to make a Qualified Acquisition Election more\n than two times during the term of the Revolving Facility.\n\n (b) The Borrower will not permit the Fixed Charge Coverage Ratio on the last day of any fiscal quarter of the Borrower to\n be less than 3:00 to 1:00.\n\n ARTICLE VII\n\n Events of Default\n\n SECTION 7.01.Events of Default; Remedies. If any of the following events (\u201cEvents of Default\u201d) shall occur:\n\n (a) default shall be made in the payment of any principal of any Loan or any reimbursement obligation in respect of any\n LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for\n prepayment thereof or by acceleration thereof or otherwise;\n\n (b) default shall be made in the payment of any interest on any Loan or LC Disbursement or any fee or any other\n amount (other than an amount referred to in clause (a) of\n\n\n\n-104-\n\f this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and\n such failure shall continue unremedied for a period of five Business Days;\n\n (c) any representation, warranty or statement made or deemed made in any Loan Document or any amendment or\n modification thereof or waiver thereunder shall prove to have been, when made or deemed made, (i) if not qualified by materiality,\n incorrect in any material respect, or (ii) if qualified by material"}, {"title": "lyft.txt", "text": "ity, incorrect and in either case, solely to the extent such\n representation, warranty or statement is capable of being corrected or cured, shall remain incorrect for 30 days after the earlier of\n (x) the Borrower\u2019s knowledge of such default and (y) receipt by the Borrower of written notice thereof from the Administrative\n Agent;\n\n (d) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in\n Section 5.02(a), 5.03 (with respect to the existence of the Borrower) or 5.09 or in Article VI;\n\n (e) the Borrower or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in any\n Loan Document (other than those specified in clause (a),(b) or (d) of this Section), and such failure shall continue unremedied for a\n period of 30 days after written notice thereof from the Administrative Agent or any Lender to the Borrower (with a copy to the\n Administrative Agent in the case of any such notice from a Lender);\n\n (f) any Borrower, any Guarantor or any Subsidiary shall fail to make any payment (whether ofprincipal, interest or\n otherwise) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any\n applicable grace period and notices;\n\n (g) any event or condition occurs that results in any Material Indebtedness becoming due or being terminated or required\n to be prepaid, repurchased, redeemed or defeased prior to its scheduled maturity, or that enables or permits the holder or holders of\n any Material Indebtedness or any trustee or agent on its or their behalf, or, in the case of any Hedging Agreement, the applicable\n counterparty, to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period)\n such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, or, in the case\n of a Hedging Agreement, to terminate any related hedging transaction, in each case prior to its scheduled maturity or termination;\n provided that this clause (g) shall not apply to (i) any secured Indebtedness that becomes due as a result of the voluntary sale or"}, {"title": "lyft.txt", "text": "transfer of, or any casualty with respect to, assets securing such Indebtedness, (ii) any prepayment, repurchase, redemption or\n defeasance of any Acquisition Indebtedness if the related Acquisition is not consummated, (iii) any Indebtedness that becomes due as\n a result of a voluntary prepayment, repurchase, redemption or defeasance thereof, or any refinancing thereof, permitted under this\n Agreement, (iv) in the case of any Hedging Agreement, termination events or equivalent events pursuant to the terms of such Hedging\n Agreement not arising as a result of a default by the Borrower or any Subsidiary thereunder, (v) any Indebtedness if (x) the sole\n remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of\n obligations related thereto or (y) sole option is to elect, in each case, to convert such Indebtedness into Equity Interests and cash in\n lieu of fractional shares (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock), (vi) in\n the case of Indebtedness which the holder thereof may elect to convert into Equity Interests (other than Disqualified Stock or, in the\n case of a Subsidiary, Disqualified Stock or Preferred Stock), such Indebtedness from and after the date, if any, on which such\n conversion has been effected and (vii) any breach or default that is (I)\n\n\n\n-105-\n\f remedied by the Borrower or the applicable Subsidiary or (II) waived (including in the form of amendment) by the required holders\n of the applicable item of Indebtedness, in either case, prior to any termination of the Commitments or the acceleration of Loans\n pursuant to this Section 7.01(g);\n\n (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,\n reorganization, moratorium, winding-up or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a\n substantial part of its assets, under any United States (Federal or state) or foreign bankruptcy, insolvency, receivership, winding-up or\n similar law now or hereafter in effect or (ii) the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator or\n similar official for the"}, {"title": "lyft.txt", "text": "Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such\n proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall\n be entered;\n\n (i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking\n liquidation, reorganization, winding-up or other relief under any United States (Federal or state) or foreign bankruptcy, insolvency,\n receivership, winding-up or similar law now or hereafter in effect (other than, in the case of any Subsidiary, a voluntary liquidation or\n dissolution permitted by Section 6.04(a)(F), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any\n proceeding or petition described in sub-clause (i) above, (iii) apply for or consent to the appointment of a receiver, liquidator, trustee,\n custodian, sequestrator, conservator, administrator or similar official for the Borrower or any Material Subsidiary or for a substantial\n part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make\n a general assignment for the benefit of creditors, or the Board of Directors (or similar governing body) of the Borrower or any\n Material Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the\n actions referred to above in this clause (i) or clause (h) of this Section;\n\n (j) the Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay\n its debts as they become due;\n\n (k) one or more final judgments for the payment of money in an aggregate amount in excess of $250,000,000 (to the\n extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement, with\n another creditworthy (as reasonably determined by the Borrower) indemnitor, as to which the indemnifying party has not denied\n liability) shall be rendered against the Borrower, any Material Subsidiary or any combination thereof and the same shall remain\n undischarged for a peri"}, {"title": "lyft.txt", "text": "od of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally\n taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Material Subsidiary to enforce any such\n judgment;\n\n (l) one or more ERISA Events shall have occurred that, individually or in the aggregate, would reasonably be\n expected to result in a Material Adverse Effect;\n\n (m) a Change in Control shall occur; or\n\n (n) any Guaranty or any material provision of any Loan Document, at any time after its execution and delivery and for\n any reason other than as permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent\n obligations that survive the\n\n\n\n-106-\n\f termination of this Agreement), ceases to be in full force and effect other than in accordance with the terms hereof; or the Borrower or\n any Guarantor contests in writing the validity or enforceability of any Guaranty or any material provision of any Loan Document; or\n the Borrower or any Guarantor denies in writing that it has any or further liability or obligation under any Guaranty or any material\n provision of any Loan Document, or in writing purports to revoke, terminate or rescind any Guaranty for any reason other than as\n expressly permitted hereunder or thereunder;\n\nthen, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any time\nthereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall by notice to the\nBorrower, take any or all of the following actions, at the same or different times: (A) terminate the Revolving Commitments and thereupon the\nRevolving Commitments shall terminate immediately, and (B) declare the Loans then outstanding to be due and payable in whole (or in part\n(but ratably as among the Loans and/or Commitments at the time outstanding), in which case any principal not so declared to be due and\npayable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together\nwith accrued interest thereon and all fees and other obligations of the Borrower hereunder, shall become"}, {"title": "lyft.txt", "text": "due and payable immediately, in each\ncase without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any\nevent with respect to the Borrower described in clause (h) or (i) of this Section, the Revolving Commitments shall automatically terminate, the\nprincipal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower hereunder,\nshall immediately and automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all\nof which are hereby waived by the Borrower.\n\n ARTICLE VIII\n\n The Administrative Agent\n\n Each of the Lenders and Issuing Banks hereby irrevocably appoints the entity named as the Administrative Agent in the heading of\nthis Agreement and its successors to serve in the applicable capacity under the Loan Documents, and authorizes the Administrative Agent to\ntake such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together\nwith such actions and powers as are reasonably incidental thereto.\n\n The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or\nIssuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such\nPerson and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory\ncapacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person\nwere not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or Issuing Banks.\n\n The Administrative Agent and the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth in\nthe Loan Documents, and their duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the\nAdministrative Agent and the Arrangers or any of their respective Related Parties, as applicable: (a) shall not be subject to any fiduciary or\nother implied dut"}, {"title": "lyft.txt", "text": "ies, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term\n\u201cagent\u201d herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to\nconnote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such\n\n\n\n-107-\n\fterm is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties),\n(b) shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers\nexpressly contemplated by the Loan Documents that the Administrative Agent are required to exercise as directed in writing by the Required\nLenders (or such other number or percentage of the Lenders, Issuing Banks or Swingline Lenders as shall be necessary, or as the\nAdministrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that\nthe Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and\nmay refrain from acting until such clarification or direction has been; provided, further, that the Administrative Agent shall not be required to\ntake any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law,\n(c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, Issuing Bank,\nSwingline Lender or any credit or other information concerning the business, prospects, operations, property, financial and other condition or\ncreditworthiness of the Borrower or any of its Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent,\nthe Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be\nfurnished to the Lenders, Issuing Banks or Swingline Lenders by the Administrative Agent herein, (d) shall not be liable for any action taken\nor not taken by it or its Related Parties with the consent or at the request of the Required Lenders (or such other number or percentage of the\nLenders, Issuing Banks"}, {"title": "lyft.txt", "text": "or Swingline Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary,\nunder the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or willful misconduct (such\nabsence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment), (e) shall be\ndeemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a \u201cnotice of default\u201d) is given to the\nAdministrative Agent by the Borrower or any Lender, Issuing Bank or Swingline Lenders, and shall not be responsible for or have any duty to\nascertain or inquire into\n(i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or\nother document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or\nother terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability,\neffectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,\nin connection with the Administrative Agent\u2019s or each Arranger\u2019s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or\nany other electronic means that reproduces an image of an actual executed signature page), or (v) the satisfaction of any condition set forth in\nArticle IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative\nAgent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the\nAdministrative Agent.\n\n The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate,\nconsent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other\ndistribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether\nor not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or auth"}, {"title": "lyft.txt", "text": "enticator thereof).\nThe Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by\ntelephone and believed by it in good faith to be made by the proper Person (whether or not such Person in fact meets the requirements set\nforth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of\nwritten confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan or issuance of any Letter of\nCredit that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, as applicable, the Administrative Agent may presume\nthat such condition is satisfactory to such Lender or Issuing Bank, as\n\n\n\n-108-\n\fapplicable, unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank, as applicable, prior\nto the making of such Loan or issuance of such Letter of Credit, as applicable. The Administrative Agent may consult with legal counsel (who\nmay be counsel for the Borrower), independent accountants and other experts selected by it with reasonablecare, and shall not be liable for\nany action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Notwithstanding anything\nherein to the contrary, the Administrative Agent shall not have any liability arising from, or be responsible for any loss, cost or expense\nsuffered on account of,\n(i) any errors or omissions in the records maintained by the Administrative Agent as contemplated by Section 9.04(b)(iv) or (ii) any\ndetermination by the Administrative Agent that any Lender is a Defaulting Lender, or the effective date of such status, it being further\nunderstood and agreed that the Administrative Agent shall not have any obligation to determine whether any Lender is a Defaulting Lender.\n\n The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan\nDocument by or through any one or more sub-agents appointed by the Administrative Agent (other than a Disqualified Institution). The\nAdministrative Agent and any such\nsub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The\nexculpatory pro"}, {"title": "lyft.txt", "text": "visions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such\nsub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as\nactivities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any of its sub-\nagents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative\nAgent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents.\n\n Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with\nsuch resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, Issuing Banks and the Borrower. Upon receipt\nof any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably\nwithheld, conditioned or delayed) so long as no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be\ncontinuing, to appoint a successor (other than a Disqualified Institution). If no successor shall have been so appointed by the Required Lenders\nand shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the\nretiring Administrative Agent may, on behalf of the Lenders, appoint, subject to the Borrower\u2019s prior written consent, a successor\nAdministrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If the Person serving as\nthe Administrative Agent is a Defaulting Lender, the Required Lenders or the Borrower may, to the extent permitted by applicable law, by\nnotice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, subject to the consent of the Borrower\n(not to be unreasonably withheld, conditioned or delayed) so long as no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall\nhave occurred and be continuing, appoint a successor. Upon the acceptance of its appointment as the Administrative Agent hereunder by a\nsuccessor, such successor shall succeed to and"}, {"title": "lyft.txt", "text": "become vested with all the rights, powers, privileges and duties of the retiring or removed\nAdministrative Agent (except for any indemnity payments or other amounts owed to it), and the retiring or removed Administrative Agent shall\nbe discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor\nAdministrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor.\nNotwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such\nappointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may\ngive notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation\nstated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder\n\n\n\n-109-\n\fand under the other Loan Documents, and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges\nand duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan\nDocument to the retiring Administrative Agent for the account of any Person other than the retiring Administrative Agent shall be made\ndirectly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the retiring\nAdministrative Agent shall also directly be given or made to each Lender.\nFollowing the effectiveness of the Administrative Agent\u2019s resignation or removal from its capacity as such, the provisions of this Article and\nSection 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall\ncontinue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in\nrespect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent.\n\n Each Lender and Issuing Bank expressly acknowledges that none of the Administrative Agent nor any Arranger has made any\nrepresentation or warranty to it, and that no act by the Adm"}, {"title": "lyft.txt", "text": "inistrative Agent or any Arranger hereafter taken, including any consent to, and\nacceptance of any assignment or review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to constitute any\nrepresentation or warranty by the Administrative Agent or the Arrangers to any Lender or Issuing Bank as to any matter, including whether the\nAdministrative Agent or the Arrangers have disclosed material information in their (or their Related Parties\u2019) possession. Each Lender and\nIssuing Bank represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative\nAgent, the Arrangers, any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it has\ndeemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property,\nfinancial and other condition and creditworthiness of the Borrower and their Subsidiaries, and all applicable bank or other regulatory laws\nrelating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower\nhereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent,\nthe Arrangers, any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it shall from\ntime to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based\nupon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make\nsuch investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and\ncreditworthiness of the Borrower. Each Lender and each Issuing Bank also acknowledges and agrees that none of the Administrative Agent or\nany Arranger, acting in such capacities, have made any assurances as to (i) whether the Revolving Facility meets such Lender\u2019s or Issuing\nBank\u2019s criteria or expectations with regard to environmental impact and sustainability performance, (ii) whether any characteristics of the\nRevolving Facility, including the characteristics of the relevant key performance indic"}, {"title": "lyft.txt", "text": "ators to which the Borrower will link a potential margin\nstep-up or step-down, including their environmental and sustainability criteria, meet any industry standards for sustainability-linked credit\nfacilities and each Lender and Issuing Bank has performed its own independent investigation and analysis of the Revolving Facility and\nwhether the Revolving Facility meets its own criteria or expectations with regard to environmental impact and/or sustainability performance.\n\n In case of the pendency of any proceeding with respect to the Borrower under any United States (Federal or state) or foreign\nbankruptcy, insolvency, receivership, winding-up or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether\nthe principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the\nAdministrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in\nsuch proceeding or otherwise:\n\n\n\n-110-\n\f a. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans\n and all other Obligations that are owing and unpaid by the Borrower and to file such other documents as may be necessary or\n advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13,\n 2.14, 9.03, 9.17, 9.20 and 9.21) allowed in such judicial proceeding; and\n\n b. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the\n same;\n\nand any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by\neach Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making\nof such payments directly to the Lenders, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent,\nunder the Loan Documents (including under Section 9.03).\n\n Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated\ntherewith, and each Issuing Bank shall have all of the b"}, {"title": "lyft.txt", "text": "enefits and immunities (i) provided to the Administrative Agent in this Article VIII\nwith respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be\nissued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term \u201cAgent\u201d as used\nin this Article VIII included such Issuing Bank with respect to such acts or omissions and (ii) as additionally provided herein with respect to\nsuch Issuing Bank.\n\n Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the\ndate such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the\nAdministrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower,\nthat at least one of the following is and will be true: (i) such Lender is not using \u201cplan assets\u201d (within the meaning of 29 CFR \u00a7 2510.3-101,\nas modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or theRevolving Commitments, (ii) the\ntransaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by\nindependent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company\ngeneral accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38\n(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain\ntransactions determined by in-house asset managers), is applicable, and the conditions of such exemption have been satisfied, with respect to\nsuch Lender\u2019s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this\nAgreement, (iii) (A) such Lender is an investment fund managed by a \u201cQualified Professional Asset Manager\u201d (within the meaning of Part VI\nof PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,\nparticipate in, administer and perform the Loans, the Revolving Commitments and this Agreement,"}, {"title": "lyft.txt", "text": "(C) the entrance into, participation in,\nadministration of and performance of the Loans, the Revolving Commitments and this Agreement satisfies the requirements of sub-sections\n(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-\n14 are satisfied with respect to such Lender\u2019s entrance into, participation in, administration of and performance of the Loans, the Revolving\nCommitments and this Agreement or (iv) such other representation, warranty and covenant as may be agreed in writing between the\nAdministrative Agent, in its sole discretion, and such Lender.\n\n In addition, unless clause (i) of the immediately preceding paragraph is true with respect to a Lender or such Lender has provided\nanother representation, warranty and covenant as provided in clause\n\n\n\n-111-\n\f(iv) of the immediately preceding paragraph, such Lender further (a) represents and warrants, as of the date such Person became a Lender party\nhereto, to and (b) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party\nhereto, for the benefit of the Administrative Agent, the Arrangers and their Affiliates, and not, for the avoidance of doubt, to or for the benefit\nof the Borrower, that: none of the Administrative Agent, the Arrangers or any of their Affiliates is a fiduciary with respect to the assets of such\nLender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan\nDocument or any documents related hereto or thereto).\n\n The Administrative Agent and the Arrangers hereby inform the Lenders and the Issuing Banks that each such Person is not\n undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated\n hereby, and that such Person has a financial interest in the Transactions in that such Person or an Affiliate thereof (a) may receive interest or\n other payments with respect to the Loans, the Letters of Credit, the Revolving Commitments and this Agreement, (b) may recognize a gain if\n it extended the Loans, the Letters of Credit or the Revolving Commitments for an amount less than the amount being paid for an interest in\n the Loans, the Letters of Credit or the Revolving Commitme"}, {"title": "lyft.txt", "text": "nts by such Lender or (c) may receive fees or other payments in connection with\n the Transactions, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees,\n underwriting fees, ticking fees, agency fees, administrative agent fees, utilization fees, minimum usage fees, fronting fees, deal-away or\n alternate transaction fees, amendment fees, processing fees, term out premiums, banker\u2019s acceptance fees, breakage or other early termination\n fees or fees similar to the foregoing.\n\n To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount\n equivalent to any applicable withholding Tax. If the U.S. Internal Revenue Service or any other Governmental Authority asserts a claim that\n the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason, including\n because the appropriate documentation was not delivered or was not properly executed or because such Lender failed to notify the\n Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective, or if the\n Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable\n withholding Tax from such payment, such Lender shall indemnify the Administrative Agent fully, within 10 days after written demand\n therefor, for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses (including\n legal expenses, allocated internal costs and out-of-pocket expenses) incurred, whether or not such Tax was correctly or legally imposed or\n asserted. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive\n absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any amounts at any time owing to such\n Lender under this Agreement or any other Loan Document or from any other sources against any amounts due the Administrative Agent under\n this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment\n of rights by, or the replacement of, a Lender, the c"}, {"title": "lyft.txt", "text": "onsummation of the transactions contemplated hereby, the repayment of the Loans and the\n expiration or termination of the Revolving Commitments, the expiration of any Letter of Credit or the termination of this Agreement or any\n provision hereof. For the avoidance of doubt, for purposes of this paragraph, the term \u201cLender\u201d shall include any Issuing Bank and any\n Swingline Lender.\n\n Notwithstanding anything herein to the contrary, the Arrangers shall not have any duties or obligations under this Agreement or any\n other Loan Document (except in their capacities, as applicable, as an Administrative Agent or a Lender), but all such Persons shall have the\n benefit of the indemnities and exculpatory provisions provided for hereunder or thereunder.\n\n\n\n-112-\n\f The Lenders and the Issuing Banks irrevocably authorize and direct the release of any Guarantor from its obligations under its\nGuaranty automatically as set forth in Section 5.10(c) and authorize and direct the Administrative Agent to, at the Borrower\u2019s expense,\nexecute and deliver to the applicable Guarantor any documents or instruments as such Guarantor may reasonably request to evidence the\nrelease of such Guaranty.\n\n Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending\nfacility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be\napplicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or\nholding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the\nforegoing), (iii) it has, independently and without reliance upon the Administrative Agent, the Arrangers, any Syndication Agent, any\nDocumentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such\ndocuments and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender,\nand to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial\nloans and to provide other facilities set forth herein, as may be applicable to such Lende"}, {"title": "lyft.txt", "text": "r or such Issuing Bank, and either it, or the Person\nexercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is\nexperienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank\nalso acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any Syndication Agent, any\nDocumentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such\ndocuments and information (which may contain material, non- public information within the meaning of the United States securities laws\nconcerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not\ntaking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder\nor thereunder.\n\n Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an\nAssignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have\nacknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be\napproved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.\n\n Each party\u2019s obligations under this Article VIII shall survive the resignation or replacement of the Administrative Agent or any\ntransfer of rights or obligations by, or the replacement of, a Lender or an Issuing Bank, the termination of the Commitments or the repayment,\nsatisfaction or discharge of all Obligations under any Loan Document.\n\n\n ARTICLE IX\n\n Miscellaneous\n\n SECTION 9.01. Notices.\n\n (a) Except in the case of notices and other communications expressly permitted to be given by telephone and subject to\nparagraph (b) of this Section, all notices and other communications provided\n\n\n\n-113-\n\ffor herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or reg"}, {"title": "lyft.txt", "text": "istered mail or sent by\nfax, as follows:\n\n (i) if to the Borrower, the Administrative Agent or Swingline Lender to the address (or fax number) or electronic mail\n address specified for such Person on Schedule 9.01; and\n\n (ii) if to any Lender or Issuing Bank, to it at its address (or fax number) set forth in its Administrative Questionnaire.\n\n Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when\nreceived; notices sent by fax shall be deemed to have been given when sent (but if not given during normal business hours for the recipient,\nshall be deemed to have been given at the opening of business on the next business day for the recipient); and notices delivered through\nelectronic communications to the extent provided in paragraph (b) of this Section shall be effective as provided in such paragraph.\n\n a. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications\n(including email and Internet and intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing\nshall not apply to notices under Article II to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving\nnotices under such Article by electronic communication. Any notices or other communications to the Administrative Agent or the Borrower\nmay be delivered or furnished by electronic communications pursuant to procedures approved in advance by the recipient thereof; provided\nthat approval of such procedures may be limited or rescinded by such Person by written notice to each other such Person. Unless the\nAdministrative Agent otherwise prescribes, (i) notices and other communications sent to an e- mail address shall be deemed received upon the\nsender\u2019s receipt of an acknowledgment from the intended recipient (such as by the \u201creturn receipt requested\u201d function, as available, return e-\nmail or other written acknowledgment); provided that if such notice or other communication is not sent during the normal business hours of\nthe recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the\nrecipient; and (ii) notices or communications posted to an Internet or i"}, {"title": "lyft.txt", "text": "ntranet website shall be deemed received upon the deemed receipt by\nthe intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is\navailable and identifying the website address therefor.\n\n b. Any party hereto may change its address, fax number or email address for notices and other communications hereunder by\nnotice to the other parties hereto.\n\n c. The Administrative Agent may, but shall not be obligated to, make any Communication by posting such Communication on\nDebt Domain, IntraLinks, SyndTrak or a similar electronic transmission system (the \u201cPlatform\u201d). The Platform is provided \u201cas is\u201d and \u201cas\navailable.\u201d None of the Administrative Agent nor any of its Related Parties warrants, or shall be deemed to warrant, the adequacy of the\nPlatform, and the Administrative Agent expressly disclaims liability for errors or omissions in the Communications. No warranty of any kind,\nexpress, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party\nrights or freedom from viruses or other code defects, is made, or shall be deemed to be made, by the Administrative Agent or any of its\nRelated Parties in connection with the Communications or the Platform. In no event shall the Administrative Agent, any of its Related Parties,\nthe Borrower, any Lender or Issuing Bank have any liability to any other Person party hereto or any other Person for damages of any kind,\nincluding direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise), arising\nout of the Borrower\u2019s or the Administrative Agent\u2019s transmission of Communications through the Platform.\n\n\n\n-114-\n\f SECTION 9.02. Waivers; Amendments.\n\n (a) No failure or delay by the Administrative Agent, any Lender or any Issuing Bank in exercising any right or power hereunder or\nunder any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any\nabandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any\nother right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under"}, {"title": "lyft.txt", "text": "the other\nLoan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision\nof any Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be\npermitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific\npurpose for which given.\n\n (b) Subject to Section 2.11(b), (c) and (d) and Section 9.02(c) below and except for those actions expressly permitted to be taken\nby the Administrative Agent, none of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended\nor modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower, the\nAdministrative Agent and the Required Lenders and, in the case of any other Loan Document, pursuant to an agreement or agreements in\nwriting entered into by the Administrative Agent and the Borrower, in each case with the consent of the Required Lenders; provided that no\nsuch agreement shall\n(i) increase the Revolving Commitment of any Lender without the written consent of such Lender (but not the Required Lenders) (it being\nunderstood that the waiver of any condition precedent, the waiver of any obligation of the Borrower to pay interest at the default rate or the\nwaiver of any Default, Event of Default, mandatory prepayment of the Loans or mandatory reduction of any Revolving Commitments shall\nnot constitute such an extension or increase), (ii) reduce the principal amount of any Loan or any date for reimbursement of an LC\nDisbursement, or reduce the rate of interest thereon or reduce any fees payable hereunder, without the written consent of each Lender directly\nand adversely affected thereby (but not the Required Lenders) (it being understood that the waiver of any condition precedent, the waiver of\nany obligation of the Borrower to pay interest at the default rate or the waiver of any Default, Event of Default, mandatory prepayment of the\nLoans or mandatory reduction of any Revolving Commitments shall not constitute such an extension or increase), (iii) postpone the scheduled\nmaturity date of any Loan, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or"}, {"title": "lyft.txt", "text": "excuse\nany such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender\ndirectly and adversely affected thereby (but not the Required Lenders) (subject to an extension of the Maturity Date in accordance with\nSection 2.18) (it being understood that the waiver of any condition precedent, the waiver of any obligation of the Borrower to pay interest at\nthe default rate or the waiver of any Default, Event of Default, mandatory prepayment of the Loans or mandatory reduction of any Revolving\nCommitments shall not constitute such an extension or increase), (iv) change Section 2.08, 2.15(b), 2.15(c) or 2.17(e) in a manner that would\nalter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby (but\nnot the Required Lenders), (v) change any of the provisions of this paragraph or reduce the percentage set forth in (x) the definition of the\nterm \u201cRequired Lenders\u201d or (y) any other provision of any Loan Document specifying the number or percentage of Lenders required to\nwaive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each\nLender directly and adversely affected thereby (but not the Required Lenders), provided that, with the consent of the Required Lenders, the\nprovisions of this paragraph and the definition of the term \u201cRequired Lenders\u201d may be amended to include references to any new class of\nloans created under this Agreement (or to lenders extending such loans), (vi) release all or substantially all of the Guarantors from their\nobligations under the Loan Documents without the written consent of each Lender directly and adversely affected thereby (but not the\nRequired Lenders) (except as otherwise provided for in Section 5.10(c) or otherwise in the Loan Documents), (vii) subordinate the\nObligations to\n\n\n\n-115-\n\fany other Indebtedness or obligation without the written consent of each Lender or (viii) change the definition of \u201cAlternative Currency\u201d or\n\u201cAgreed Currency\u201d without the written consent of each Lender and Issuing Bank directly and adversely affected thereby; provided further\nthat no such agreement shall amend, modify, extend or otherwise affect the rights or obligations of the Administrative Agent, any Issuing\nBank or the Swingline"}, {"title": "lyft.txt", "text": "Lender in an adverse manner in any material respect without the written consent of the Administrative Agent, such\nIssuing Bank or the Swing Line Lender, as the case may be.\n\n (c) Notwithstanding anything to the contrary in paragraph (b) of this Section:\n\n (i) (A) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing\n entered into by the Borrower and the Administrative Agent to cure any ambiguity, mistake, omission, defect or inconsistency so long\n as, in each case, the Lenders shall have received at least five Business Days\u2019 prior written notice thereof and the Administrative Agent\n shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required\n Lenders stating that the Required Lenders object to such amendment and (B) the Administrative Agent and the Borrower shall be\n permitted to enter into any new agreement or instrument, to be consistent with this Agreement and the other Loan Documents or as\n required by local law to give effect to any guaranty, so that the guaranty complies with applicable Law,and in each case, such\n amendments, documents and agreements shall become effective without any further action or consent of any other party to any Loan\n Document;\n\n (ii) no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan\n Document shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to\n in clause (i), (ii), (iii) or (iv) of the first proviso of paragraph (b) of this Section and then only in the event such Defaulting Lender\n shall be directly and adversely affected by such amendment, waiver or other modification;\n\n (iii) if, in connection with any proposed amendment, waiver or consent requiring the consent of \u201ceach Lender\u201d, \u201ceach\n Lender affected thereby\u201d, or such similar phrase, the consent of the Required Lenders is obtained, but the consent of other necessary\n Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a \u201cNon- Consenting\n Lender\u201d), then the Borrower may elect to replace a Non-Consenting Lender as a"}, {"title": "lyft.txt", "text": "Lender party to this Agreement; provided that,\n concurrently with such replacement, the Borrower shall pay (or, in the case of clause (1) below, cause to be paid from the assignee) to\n such Non- Consenting Lender in same day funds on the day of such replacement (1) an amount equal to the outstanding principal\n amount of such Non-Consenting Lender\u2019s Loans and participations in LC Disbursements, (2) an amount equal to all interest, fees and\n other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of\n termination and (3) an amount, if any, equal to the payment which would have been due to such Lender on the day of such\n replacement under Section 2.13 (if any) had the Loans of such Non- Consenting Lender been prepaid on such date rather than sold to\n the replacement Lender. Each party hereto agrees that (a) an assignment required pursuant to this Section 9.02(c)(iii) may be effected\n pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender\n required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have\n consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to\n such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the\n applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto;\n\n\n\n-116-\n\f i. this Agreement and the other Loan Documents may be amended in the manner provided in Sections 2.11, 2.18 and\n 2.21; and\n\n ii. an amendment to this Agreement contemplated by the last sentence of the definition of the term \u201cApplicable Rate\u201d\n may be made pursuant to an agreement or agreements in writing entered into by the Borrower, the Administrative Agent and the\n Required Lenders.\n\n (d) The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments,\nwaivers or other modifications on behalf of such Lender. Any amendment, waiver or other modification effected in a"}, {"title": "lyft.txt", "text": "ccordance with this\nSection shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently becomes a Lender.\n\n (e) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the\nRequired Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement, to permit\nthe extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the\nbenefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and to include\nappropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) to change, modify or alter\nSection 2.15 or any other provision hereof relating to pro rata sharing of payments among the Lenders to the extent necessary to effectuate\nany of the amendments (or amendments and restatements) enumerated in clause (e)(i) above.\n\n SECTION 9.03. Expenses; Indemnity; Damage Waiver.\n\n (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the\nArrangers and their Affiliates (but limited to, in the case of legal fees, the reasonable and documented fees, charges and disbursements of a\nsingle external U.S. counsel, and, if reasonably necessary, a single local counsel in each relevant material jurisdiction (which may be a single\nlocal counsel acting in multiple jurisdictions), in each case, for the Administrative Agent, the Arrangers and their Affiliates taken as a whole,\nin connection with the structuring, arrangement and syndication of the credit facilities provided for herein, including the preparation,\nexecution and delivery of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or\nthereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-\nof-pocket expenses incurred by the Administrative Agent, the Arrangers, the Lenders and the Issuing Banks (but limited to, in the case of legal\nfees, to the fees, charges and disbursements of one external counsel in connection with the enforcement or protection of its r"}, {"title": "lyft.txt", "text": "ights in\nconnection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including\nduring the continuance of an Event of Default all such reasonable out-of-pocket expenses incurred during any workout, restructuring or\nnegotiations in respect of such Loans (but limited to a single U.S. counsel, and, if reasonably necessary, a single local counsel in each other\nrelevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in each case, for the Administrative Agent,\nthe Arrangers, the Issuing Banks and the Lenders, taken as a whole and, in the case of an actual or perceived conflict of interest, where the\nparty affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another external firm of U.S.\ncounsel, if reasonably necessary, and, if reasonably necessary, one local counsel in each other relevant material jurisdiction (which may\ninclude a single local counsel acting in multiple jurisdictions) for all such affected Persons taken as a whole).\n\n (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arrangers, the Syndication Agents,\nthe Documentation Agents, the Swingline Lender, each Lender, each Issuing Bank and each Related Party of any of the foregoing (each such\nPerson being called an\n\n\n\n-117-\n\f\u201cIndemnitee\u201d) against, and hold each Indemnitee harmless from, any and all Liabilities and related reasonable and documented out-of-pocket\nexpenses, including the fees, charges and disbursements of any counsel for any Indemnitee (but limited to a single U.S. counsel, if reasonably\nnecessary, a single local counsel in each relevant material jurisdiction (which may be a single local counsel acting in multiple jurisdictions), in\neach case, for the Indemnitees, taken as a whole and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected\nby such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of U.S. counsel, if reasonably\nnecessary, and, if reasonably necessary, one local counsel in each other relevant material jurisdiction (which may include a single local\ncounsel acting in multiple jurisdictions) for each group of similarly affected Indemnitees (taken as a whole)), incurred by or asser"}, {"title": "lyft.txt", "text": "ted against\nany Indemnitee arising out of, in connection with, or as a result of (i) the structuring, arrangement and syndication of the credit facilities\nprovided for herein, the preparation, execution, delivery and administration of this Agreement, the other Loan Documents, the performance by\nthe parties to this Agreement or the other Loan Documents of their obligations thereunder or the consummation of the Transactions, (ii) any\nLoan or the use of the proceeds therefrom or proposed use of proceeds, (iii) any actual or alleged presence or Release of Hazardous Materials\non or from any property currently or formerly owned or operated by the Borrower or any Subsidiary (or Person that was formerly a\nSubsidiary) of any of them, or any other Environmental Liability related in any way to the Borrower or any Subsidiary (or Person that was\nformerly a Subsidiary) of any of them, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the\nforegoing, whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other\nLoan Document, any Affiliate of any of the foregoing or any third party(and regardless of whether any Indemnitee is a party thereto);\nprovided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities\nor related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (1) the\ngross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnitee Parties or (2) a material breach of the\nobligations of such Indemnitee or any of its Related Indemnitee Parties under this Agreement or any other Loan Document or (B) arise from\nany dispute among the Indemnitees or any of their Related Indemnitee Parties, other than any claim, litigation, investigation or proceeding\nagainst the Administrative Agent, the Arrangers, Syndication Agents or Documentation Agents or any other titled person in its capacity or in\nfulfilling its role as such and other than any claim, litigation, investigation or proceeding arising out of any act or omission on the part of the\nBorrower or any of its Affiliates. Each Indemnitee shall be obligated to refund and return promptly any and all amounts actually paid by th"}, {"title": "lyft.txt", "text": "e\nBorrower to such Indemnitee under this paragraph for any Liabilities or expenses to the extent such Indemnitee is subsequently determined,\nby a court of competent jurisdiction by final and nonappealable judgment, to not be entitled to payment of such amounts in accordance with\nthe terms of this paragraph. This paragraph shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages,\netc. arising from any non-Tax claim.\n\n (c) To the extent that the Borrower fails to pay any amount required under paragraph (a) or\n(b) of this Section to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing (and without limiting\nits obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the\ncase may be, such Lender\u2019s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is\nsought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as\nthe case may be, was incurred by or asserted against the Administrative Agent (or such sub-agent) in its capacity as such, or against any\nRelated Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent). For purposes of this Section, a Lender\u2019s\n\u201cpro rata share\u201d shall be determined based upon its share of the sum of the aggregate amount of the Loans and unused Revolving\nCommitments at the time outstanding or in effect (or most recently outstanding or in effect, if none of the foregoing shall be outstanding or in\neffect at such time).\n\n\n\n-118-\n\f (d) To the fullest extent permitted by applicable law, the parties hereto shall not assert, or permit any of their respective Affiliates\nor Related Parties to assert, and the parties hereto hereby waives, any claim against the other parties hereto and each Related Party of any of\nthe foregoing (each such Person being called a \u201cRelated Person\u201d) (i) for any damages arising from the use by others of information or other\nmaterials obtained through telecommunications, electronic or other information transmission systems (including the Internet) other than for\ndirect, actual damages resulting from the gross negligence, bad faith, material breach or willful misconduct of such Re"}, {"title": "lyft.txt", "text": "lated Person as\ndetermined by a final, non- appealable judgment of a court of competent jurisdiction, or (ii) on any theory of liability, for special, indirect,\nconsequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement,\nany other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the\nproceeds thereof.\n\n (e) To the fullest extent permitted by applicable law, the Administrative Agent, the Arrangers and the Lenders shall not assert, or\npermit any of their respective Affiliates or Related Parties to assert, and each of them hereby waives, any claim against the Borrower, on any\ntheory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in\nconnection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,\nthe Transactions, any Loan or the use of the proceeds thereof; provided, that nothing in this paragraph (e) shall limit the Borrower\u2019s indemnity\nand reimbursement obligations setforth in this Section or separately agreed; provided that, nothing in this Section 9.03(e) shall relieve the\nBorrower of any obligation it may have to indemnify an Indemnitee against any special, indirect, consequential or punitive damages asserted\nagainst such Indemnitee by a third party.\n\n (f) In addition, the indemnity set forth herein shall not, as to any Indemnitee, be available with respect to any settlements effected\nwithout the Borrower\u2019s prior written consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Borrower\u2019s\nconsent, the Borrower agrees to indemnify and hold harmless each Indemnitee in the manner set forth above (for the avoidance of doubt, it\nbeing understood that if there is a final judgment in any such proceeding, the indemnity set forth above shall apply (subject to the exceptions\nthereto set forth above)). Each Indemnitee shall take all reasonable steps to mitigate any losses, claims, damages, liabilities and expenses in\nconnection with the matters covered in this Section 9.03.\n\n (g) All amounts due under this Section shall be payable promptly after written demand therefor.\n\n SECTION 9.04."}, {"title": "lyft.txt", "text": "Successors and Assigns.\n\n (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective\nsuccessors and assigns permitted hereby, except that (i) other than as expressly provided in Section 6.04(a)(B), the Borrower may not assign\nor otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Issuing\nBank and each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no\nLender or Issuing Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing\nin this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective\nsuccessors and assigns permitted hereby, sub-agents of the Administrative Agent, Participants (to the extent provided in paragraph (c) of this\nSection), the Arrangers and, to the extent expressly contemplated hereby, the Related Parties of the foregoing) any legal or equitable right,\nremedy or claim under or by reason of this Agreement.-119-\n\f (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all\nor a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the\ntime owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:\n\n (A) the Borrower; provided that no consent of the Borrower shall be required (x) for an assignment to a Lender, an\n Affiliate of a Lender or an Approved Fund or (y) if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 shall have\n occurred and be continuing; provided further, in each case, that the Borrower shall be deemed to have consented to any assignment\n unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice\n thereof;\n\n (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment\n to a Lender, an Affiliate of a Lender or an Approved Fund; and"}, {"title": "lyft.txt", "text": "(C) each Issuing Bank and the Swingline Lender.\n\n (ii) Assignments shall be subject to the following additional conditions:\n\n (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the\n entire remaining amount of the assigning Lender\u2019s Revolving Commitment or Loans, the amount of the Revolving Commitment or\n Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with\n respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower\n and the Administrative Agent otherwise consents; provided that (1) no such consent of the Borrower shall be required if an Event of\n Default under clause (a), (b), (h) or (i) of Section 7.01 shall have occurred and be continuing and\n (2) the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the\n Administrative Agent within 10 Business Days after having received notice thereof;\n\n (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender\u2019s rights and\n obligations under this Agreement;\n\n (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption\n (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Platform), together with a\n processing and recordation fee of $3,500, provided that only one such processing and recordation fee shall be payable in the event of\n simultaneous assignments from any Lender or its Approved Funds to one or more other Approved Funds of such Lender; and\n\n (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative\n Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may\n contain MNPI) will be made available and who may receive such information in accordance with the assignee\u2019s compliance\n procedures and applicable law, including United States (Federal or State) and foreign securities laws.\n\n (iii) Su"}, {"title": "lyft.txt", "text": "bject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date\nspecified in each Assignment and Assumption (or an agreement\n\n\n\n-120-\n\fincorporating by reference a form of Assignment and Assumption posted on the Platform) the assignee thereunder shall be a party hereto and,\nto the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,\nand the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its\nobligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender\u2019s rights and\nobligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections\n2.12, 2.13, 2.14 and 9.03); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a\nDefaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting\nLender. Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply with this Section shall be\ntreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section\n9.04(c).\n\n (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its\noffices a copy of each Assignment and Assumption with respect to the Revolving Facility delivered to it and records of the names and\naddresses of the Lenders, and the Revolving Commitments of, and principal amount (and related interest) of the Loans owing to, each Lender\npursuant to the terms hereof from time to time (the \u201cRegister\u201d). The entries in the Register shall be conclusive absent manifest error, and the\nBorrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms\nhereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. The Register shall be available\nfor inspection by the Borrower, the Administrative Agent and, as to entries pertaining to it, any Lender, at any r"}, {"title": "lyft.txt", "text": "easonable time and from time\nto time upon reasonable prior notice.\n\n (v) Upon receipt by the Administrative Agent of an Assignment and Assumption (or an agreement incorporating by reference a\nform of Assignment and Assumption posted on the Platform) executed by an assigning Lender and an assignee, the assignee\u2019s completed\nAdministrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and recordation fee referred to in\nthis Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the\nRegister; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information\ncontained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by\nthis Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and\nshall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any\ndefect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No\nassignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph, and\nfollowing such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of\nthe Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be\neffective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its\nexecution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written\nconsents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such\nAssignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an\nAssignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is"}, {"title": "lyft.txt", "text": "an Eligible Assignee.\n\n\n\n-121-\n\f (c) (i) Any Lender may, without the consent of the Borrower, the Swingline Lender, any Issuing Bank or the Administrative Agent,\nsell participations to one or more Eligible Assignees (\u201cParticipants\u201d) in all or a portion of such Lender\u2019s rights and/or obligations under this\nAgreement (including all or a portion of its Revolving Commitments and Loans); provided that (A) such Lender\u2019s obligations under this\nAgreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such\nobligations and (C) the Borrower, the Administrative Agent, the Swingline Lender, any Issuing Bank and the other Lenders shall continue to\ndeal solely and directly with such Lender in connection with such Lender\u2019s rights and/or obligations under this Agreement. Any agreement or\ninstrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this\nAgreement and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided\nthat such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,\nmodification or waiver described in the first proviso to Section 9.02(b) that affects such Participant or requires the approval of all the Lenders.\nThe Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and\nlimitations therein, including the requirements under Section 2.14(f) (it being understood that the documentation required under Section\n2.14(f) shall be delivered solely to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by\nassignment pursuant to paragraph (b) of this Section; provided that such Participant (x) agrees to be subject to the provisions of Sections 2.15\nand 2.16 as if it were an assignee under paragraph (b) of this Section and (y) shall not be entitled to receive any greater payment under Section\n2.12 or 2.14 with respect to any participation than its participating Lender would have been entitled to receive, except to the extent such\nentitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the appl"}, {"title": "lyft.txt", "text": "icable participation.\nEach Lender that sells a participation agrees, at the Borrower\u2019s request and expense, to use reasonable efforts to cooperate with the Borrower\nto effectuate the provisions of Section 2.16(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be\nentitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant shall be subject to Section 2.15(c) as though\nit were a Lender.\n\n (ii) Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrower, maintain\nrecords of the name and address of each Participant and the principal amounts (and related interest) of each Participant\u2019s interest in the\nLoans or other obligations under this Agreement or any other Loan Document (the \u201cParticipant Register\u201d); provided that no Lender shall\nhave any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information\nrelating to a Participant\u2019s interest in any Revolving Commitments, Loans or other rights and/or obligations under this Agreement or any\nother Loan Document) to any Person except to the extent that such disclosure is necessary to establish that any such Revolving\nCommitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries\nin the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the\nParticipant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the\navoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall not have any responsibility for maintaining a\nParticipant Register.\n\n (d) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to\nsecure obligations of such Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank or other central bank, and\nthis Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall\nrelease a Lender from any of its obligations hereunder or substitute any such pledgee o"}, {"title": "lyft.txt", "text": "r assignee for such Lender as a party hereto.\n\n\n\n-122-\n\f (e) Disqualified Institutions.\n\n (i) Notwithstanding anything to the contrary herein, no assignment or participation shall be made to any Person that was a\nDisqualified Institution as of the date (the \u201cTrade Date\u201d) on which the assigning Lender entered into a binding agreement to sell and assign\nor grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has\nconsented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered\na Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or\nparticipant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a written\nsupplement to the list of \u201cDisqualified Institutions\u201d referred to in the definition of \u201cDisqualified Institution\u201d), (x) such assignee or participant\nshall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrower ofan Assignment and\nAcceptance with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any\nassignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply.\n\n (ii) If any assignment or participation is made to any Disqualified Institution without the Borrower\u2019s prior written consent in\nviolation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole\nexpense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified Institution to\nassign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights and\nobligations under this Agreement to one or more Persons (other than a Disqualified Institution) at the lesser of (x) the principal amount thereof\nand (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations in each case plus accrued interest,\naccrued fees and all other amounts"}, {"title": "lyft.txt", "text": "(other than principal amounts) payable to it hereunder.\n\n (iii) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not have the right to\n(x) receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y)\nattend or participate in meetings attended by the Lenders (or any of them) and the Administrative Agent, or (z) access any electronic site\nestablished for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders,\n(B) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the\nAdministrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan\nDocument, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified\nInstitutions consented to such matter, and (C) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to the\nBankruptcy Code or any DebtorRelief Laws (a \u201cBankruptcy Plan\u201d), each Disqualified Institution party hereto hereby agrees (1) not to vote on\nsuch Bankruptcy Plan, (2) if such Disqualified Institution does vote on such Bankruptcy Plan notwithstanding the restriction in the foregoing\nclause (1), such vote will be deemed not to be in good faith and shall be \u201cdesignated\u201d pursuant to Section 1126(e) of the Bankruptcy Code (or\nany similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has\naccepted or rejected such Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other\nDebtor Relief Laws) and (3) not to contest any request by any party for a determination by the Bankruptcy Court (or other applicable court of\ncompetent jurisdiction) effectuating the foregoing clause (2).\n\n (iv) The Administrative Agent shall have the right, and the Borrower hereby expressly authorize the Administrative Agent\nto (A) post the list of Disqualified Institutions provided by the\n\n\n\n-123-\n\fBorrower and any updates thereto from time to time (collectively, the \u201cDQ List\u201d) on an Approved Electronic Platform"}, {"title": "lyft.txt", "text": ", including that portion\nof such Approved Electronic Platform that is designated for \u201cpublic side\u201d Lenders and/or (B) provide the DQ List to each Lender or potential\nLender requesting the same.\n\n (v) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor\nor enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the\nAdministrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any other Lender or participant or prospective\nLender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of\nLoans, or disclosure of confidential information, by any other Person to any Disqualified Institution.\n\n SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower and the Guarantors in\nthe Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan\nDocument shall be considered to have been relied upon by the other parties hereto or thereto and shall survive the execution and delivery of\nthe Loan Documents and the making of any Loans and the issuance of Letters of Credit by each Issuing Bank, regardless of any investigation\nmade by any such other party or on its behalf and notwithstanding that any of the Administrative Agent, the Arrangers, the Syndication\nAgents, the Documentation Agents, the Lenders, the Swingline Lender, the Issuing Banks or any Related Party of any of the foregoing may\nhave had notice or knowledge of any Default or incorrect representation or warranty at the time any Loan Document was executed and\ndelivered or any credit was extended hereunder, and shall continue in full force and effect as long as the principal of or any interest accrued on\nany Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid (other than contingent obligations for\nindemnification, expense reimbursement or yield protection as to which no claim has been made) and so long as any of the Revolving\nCommitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14, 2.15(d), 2.15(e), 9.03, 9.04, 9.17, 9.20, 9.21 and\nArticle VIII sha"}, {"title": "lyft.txt", "text": "ll survive and remain in full force and effect regardless of the resignation and/or replacement of the Administrative Agent, any\nassignment of rights by, or the replacement of, a Lender, the consummation of the transactions contemplated hereby, the repayment of the\nLoans and the expiration or termination of the Revolving Commitments, the expiration of any Letter of Credit or the termination of this\nAgreement or any provision hereof.\n\n SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.\n\n (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which\nshall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan\nDocuments constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous\nagreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall\nbecome effective when it shall have been executed by the Administrative Agent and the Administrative Agent shall have received\ncounterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and\ninure to the benefit of the parties hereto and their respective successors and assigns.\n\n (b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any\ndocument, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section\n9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions\ncontemplated hereby and/or thereby (each an \u201cAncillary Document\u201d) that is an Electronic\n\n\n\n-124-\n\fSignature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page\nshall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document,\nas applicable. The words \u201cexecution\u201d, \u201csigned\u201d, \u201csignature\u201d, \u201cdelivery\u201d, and words of like import in or relating to this Agreement, any other\nLoan Document and"}, {"title": "lyft.txt", "text": "/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any\nelectronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed\nsignature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery\nthereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative\nAgent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it;\nprovided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the\nAdministrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the\nBorrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any\nsuch Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly\nfollowed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower and each Loan Party hereby\n(A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies,\nbankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures\ntransmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any\nelectronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and\nenforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this\nAgreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall\nbe deemed created in the ordinary course of such Person\u2019s business, and destroy the original paper document (and all such electronic records\nshall be considered an original for all pur"}, {"title": "lyft.txt", "text": "poses and shall have the same legal effect, validity and enforceability as a paper record), (C) waives\nany argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any\nAncillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary\nDocument, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person\nfor any Liabilities arising solely from the Administrative Agent\u2019s and/or any Lender\u2019s reliance on or use of Electronic Signatures and/or\ntransmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page,\nincluding any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in\nconnection with the execution, delivery or transmission of any Electronic Signature, except to the extent that such claim or Liabilities are\ndetermined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, badfaith or\nwillful misconduct of the Administrative Agent and/or such Lender.\n\n SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction\nshall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,\nlegality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall\nnot invalidate such provision in any other jurisdiction.\n\n SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its\nAffiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any\nand all deposits (general or\n\n\n\n-125-\n\fspecial, time or demand, provisional or final, in whatever currency) or other amounts at any time held and other obligations (in whatever\ncurrency) at any time owing by such Lender or by such Affiliate to or for the credit or the account of the Borrower against any of and all the\nobligations then due of the Borrower now or herea"}, {"title": "lyft.txt", "text": "fter existing under this Agreement held by such Lender, irrespective of whether or not such\nLender shall have made any demand under this Agreement and although such obligations of the Borrower are owed to a branch, office or\nAffiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that, in\nthe event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the\nAdministrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be\nsegregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the\nLenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the\nObligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Affiliate of any\nLender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Affiliate mayhave.\nEach Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the\nfailure to give notice shall not affect the validity of such setoff and application.\n\n SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.\n\n (a) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.\n\n (b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United\nStates District Court of the Southern District of New York sitting in New York County (or if such court lacks subject matter jurisdiction, the\nSupreme Court of the State of New York sitting in New York County), and any appellate court from any thereof, in any suit, action or\nproceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and\nthe Borrower hereby irrevocably and unconditionally agrees that all claims arising out of or relating to this Agreement or any other Loan\nDocument brought by it or any of its Affiliates shall be brough"}, {"title": "lyft.txt", "text": "t, and shall be heard and determined, exclusively in such United States District\nCourt or, if that court does not have subject matter jurisdiction, such Supreme Court. Each party hereto agrees that a final judgment in any\nsuch suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner\nprovided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring\nany suit, action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any of its properties in the\ncourts of any jurisdiction.\n\n (c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any\nobjection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement\nor any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to\nthe fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit,action or proceeding in any such\ncourt.\n\n (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.\nNothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other\nmanner permitted by law.\n\n (e) [reserved].\n\n\n\n-126-\n\f (f) In the event the Borrower or any of their respective assets has or hereafter acquires, in any jurisdiction in which judicial\nproceedings may at any time be commenced with respect to this Agreement or any other Loan Document, any immunity from jurisdiction,\nlegal proceedings, attachment (whether before or after judgment), execution, judgment or setoff, the Borrower hereby irrevocably agrees not\nto claim and hereby irrevocably and unconditionally waives such immunity.\n\n SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST\nEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING\nDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE\nTRANSACTIONS CONTEMPLATED HER"}, {"title": "lyft.txt", "text": "EBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER\nTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY\nHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,\nSEEK TO ENFORCE THE FOREGOING WAIVER AND\n(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS\nAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.\n\n SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of\nreference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this\nAgreement.\n\n SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Arrangers, the Issuing Banks, the Swingline Lender and the\nLenders agrees to maintain the confidentiality of, and not disclose, the Information (as defined below), except that Information may be\ndisclosed (a) to its Related Parties, including accountants, legal counsel and other agents and advisors, it being understood that the Persons to\nwhom such disclosure is made either are informed of the confidential nature of such Information and instructed to keep such Information\nconfidential or are subject to customary confidentiality obligations of employment or professional practice, provided that the disclosing\nPerson shall be responsible for such Person\u2019s compliance with keeping the Information confidential in accordance with this Section, (b) to the\nextent required or requested by any Governmental Authority purporting to have jurisdiction over such Person or its Related Parties (including\nany self-regulatory authority) (in which case such Person agrees to inform the Borrower promptly thereof prior to such disclosure to the extent\npracticable and not prohibited by applicable law (except with respect to any audit or examination conducted by bank accountants or any\nGovernmental Authority exercising examination or regulatory authority)), (c) to the extent required by applicable law or by any subpoena or\nsimilar legal process (in which case such Person agrees to inform the Borrower promptly thereof prior to such disclosure to the extent\npracticable and not prohibited by applicable law), (d) to any other party to this Agreement, (e) in conne"}, {"title": "lyft.txt", "text": "ction with the exercise of any remedies\nunder this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document,\nthe enforcement of rights hereunder or thereunder or any Transactions, (f) subject to an agreement containing confidentiality undertakings\nsubstantially similar to those of this Section (which shall be deemed to include those required to be made in order to obtain access to\ninformation posted on IntraLinks, SyndTrak or any other Platform), to (i) any assignee of or Participant in (or its Related Parties), or any\nprospective assignee of or Participant in (or its Related Parties), any of its rights or obligations under this Agreement,\n(ii) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower or any\nSubsidiary and their respective obligations or (iii) any actual or prospective credit insurance brokers or providers for any credit insurance\nproducts relating to the Borrower\u2019s obligations under this Agreement or the other Loan Documents, (g) on a confidential basis to\n(i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities\n\n\n\n-127-\n\fprovided for herein or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers\nwith respect to the credit facilities provided for herein, (h) with the prior written consent of the Borrower, (i) to market data collectors, similar\nservice providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the\nadministration and management of this Agreement or any other Loan Documents; provided that such information is limited to the information\nabout this Agreement and the other Loan Documents, (j) to the extent such Information (i) becomes publicly available other than as a result of\na breach of this Section or other obligations owed to the Borrower and their Subsidiaries, (ii) becomes available to the Administrative Agent,\nany Lender or any Affiliate of any of the foregoing on a nonconfidential basis from a source other than the Borrower or any Subsidiary that is\nnot known by the Administrative Agent, Lender or Affiliate to be prohibited from disclosing such Information to such Person by a legal,\ncontractual, or fiduciary obligatio"}, {"title": "lyft.txt", "text": "n owed to the Borrower or any of its Subsidiaries or (iii) is independently developed by the Administrative\nAgent, any Lender or any Affiliate of the foregoing, or\n(k) to any credit insurance provider relating to the Borrower and its Obligations. For purposes of this Section, \u201cInformation\u201d means all\ninformation received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or its businesses, other than any such\ninformation that is available to the Administrative Agent, any Lender or any Affiliate of any of the foregoing on a nonconfidential basis prior\nto disclosure by the Borrower or any Subsidiary. It is agreed that, notwithstanding the restrictions of any prior confidentiality agreement\nbinding on the Administrative Agent or the Arrangers, such Persons may disclose Information as provided in this Section.\n\n SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable\nto any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the\n\u201cCharges\u201d), shall exceed the maximum lawful rate (the \u201cMaximum Rate\u201d)that may be contracted for, charged, taken, received or reserved by\nthe Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with\nall Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would\nhave been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest\nand Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until\nsuch cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received\nby such Lender.\n\n SECTION 9.14. USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender)\nhereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA PATRIOT Act and the Beneficial Ownership\nRegulation it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes"}, {"title": "lyft.txt", "text": "the name and address of the Borrower and the Guarantors and other information that will allow such Lender or the Administrative Agent, as\napplicable, to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act and the Beneficial Ownership Regulation.\n\n SECTION 9.15. No Fiduciary Relationship. The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with\nall aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrower, the Subsidiaries and their\nAffiliates, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other hand, will have a business relationship\nthat does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their Affiliates,\nand no such duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the\nArrangers, the Lenders and their Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of\ntransactions that involve interests that differ from those of the Borrower and its Affiliates,\n\n\n\n-128-\n\fand none of the Administrative Agent, the Arrangers, the Lenders or their Affiliates has any obligation to disclose any of such interests to the\nBorrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it or any of\nits Affiliates may have against the Administrative Agent, the Arrangers, the Lenders or their Affiliates with respect to any breach or alleged\nbreach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.\n\n SECTION 9.16. Non-Public Information.\n\n (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or\nthe Administrative Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level\ninformation, which may contain MNPI. Each Lender represents to the Borrower and the Administrative Agent that (i) it has developed\ncompliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law,\nincluding Federal, state and foreign securities laws, a"}, {"title": "lyft.txt", "text": "nd (ii) it has identified in its Administrative Questionnaire a credit contact who may\nreceive information that may contain MNPI in accordance with its compliance procedures and applicable law, including United States\n(Federal or state) and foreign securities laws.\n\n (b) The Borrower and each Lender acknowledges that, if information furnished by or on behalf of the Borrower pursuant to or in\nconnection with this Agreement is being distributed by the Administrative Agent through the Platform, (i) the Administrative Agent may post\nany information that the Borrower has indicated as containing MNPI solely on that portion of the Platform designated for Private Side Lender\nRepresentatives and (ii) if the Borrower has not indicated whether any information furnished by it pursuant to or in connection with this\nAgreement contains MNPI, the Administrative Agent reserves the right to post such information solely on that portion of the Platform\ndesignated for Private Side Lender Representatives. The Borrower agrees to clearly designate all information provided to the Administrative\nAgent by or on behalf of the Borrower that is suitable to be made available to Public Side Lender Representatives, and the Administrative\nAgent shall be entitled to rely on any such designation by the Borrower without liability or responsibility for the independent verification\nthereof.\n\n (c) If the Borrower does not file this Agreement with the SEC, then the Borrower hereby authorizes the Administrative Agent to\ndistribute the execution version of this Agreement and the Loan Documents to all Lenders, including their Public Side Lender\nRepresentatives. The Borrower acknowledges its understanding that Lenders, including their Public Side Lender Representatives, may be\ntrading in securities of the Borrower and its Affiliates while in possession of the Loan Documents.\n\n (d) The Borrower represents and warrants that none of the information contained in the Loan Documents constitutes or contains\nMNPI. To the extent that any of the executed Loan Documents at any time constitutes MNPI, the Borrower agrees that it will promptly make\nsuch information publicly available by press release or public filing with the SEC.\n\n SECTION 9.17. Erroneous Payments.\n\n (a) If the Administrative Agent (x) notifies a Lender, Issuing Bank, or any Person who h"}, {"title": "lyft.txt", "text": "as received funds on behalf of a\nLender or Issuing Bank (any such Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a \u201cPayment\nRecipient\u201d) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately\nsucceeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from\nthe Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly\nreceived\n\n\n\n-129-\n\fby, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds,\nwhether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and\ncollectively, an \u201cErroneous Payment\u201d) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such\nErroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below\nin this Section 9.17 and held in trust forthe benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to\nany Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two\nBusiness Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the\nAdministrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day\nfunds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in\nrespect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the\ndate such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate\ndetermined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A\nnotice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error."}, {"title": "lyft.txt", "text": "a. Without limiting immediately preceding clause (a), each Lender, Issuing Bank or any Person who has received funds\non behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment\nor repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the\nAdministrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this\nAgreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such\npayment, prepayment or repayment,\n(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its\nAffiliates), or (z) that such Lender, Issuing Bank or other such recipient, otherwise becomes aware was transmitted, or received, in error or by\nmistake (in whole or in part), then in each such case:\n (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error andmistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an\n error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment,\n prepayment or repayment; and\n (ii) such Lender or Issuing Bank shall use commercially reasonable efforts to (and shall use commercially\n reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one\n Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and\n (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail)\n and that it is so notifying the Administrative Agent pursuant to this Section 9.17(b).\nFor the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.17(b) shall not have any effect\non a Payment Recipient\u2019s obligations pursuant to Section 9.17(a) or on whether or not an"}, {"title": "lyft.txt", "text": "Erroneous Payment has been made.\n b. Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts\nat any time owing to such Lender or Issuing Bank under any Loan Document by the Administrative Agent to such Lender or Issuing Bank\nunder any Loan Document with\n\n\n\n-130-\n\frespect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be\nreturned under clause (a).\n a. The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the\nevent that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment\n(or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and,\nin the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender\nor Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the \u201cErroneous Payment Subrogation Rights\u201d)\nand (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower; provided\nthat this Section 9.17 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the\ndue date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been\npayable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt,\nimmediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount\nof such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or on behalf of (including through the\nexercise of remedies under any Loan Document), the Borrower for the purpose of a payment on the Obligations.\n\n b. To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous\nPayment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or rec"}, {"title": "lyft.txt", "text": "oupment with respect to any\ndemand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation,\nany defense based on \u201cdischarge for value\u201d or any similar doctrine.\n c. Notwithstanding anything to the contrary herein or in any other Loan Document, none of the Borrower, any Guarantor\nor any of their Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 9.17 in respect of any\nErroneous Payment (provided that the foregoing shall in no way limit the obligation of the Borrower to repay the Obligations in accordance\nwith the terms of this Agreement).\nEach party\u2019s obligations, agreements and waivers under this Section 9.17 shall survive the resignation or replacement of the Administrative\nAgent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or\nthe repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.\n\n SECTION 9.18. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the\ncontrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto\nacknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down\nand Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:\n\n (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such\n liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and\n\n\n\n-131-\n\f (b) the effects of any Bail-In Action on any such liability, including, if applicable:\n\n (i) a reduction in full or in part or cancellation of any such liability;\n\n (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such\n Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it,\n an"}, {"title": "lyft.txt", "text": "d that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such\n liability under this Agreement or any other Loan Document; or\n\n (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion\n Powers of the applicable Resolution Authority.\n\n SECTION 9.19. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support,\nthrough a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, \u201cQFC Credit\nSupport\u201d and each such QFC a \u201cSupported QFC\u201d), the parties acknowledge and agree as follows with respect to the resolution power of the\nFederal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and\nConsumer Protection Act (together with the regulations promulgated thereunder, the \u201cU.S. Special Resolution Regimes\u201d) in respect of such\nSupported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported\nQFCmay in fact be stated to be governed by the laws of the State of New York or of the United States or any other state of the United States):\n\n (a) In the event a Covered Entity that is party to a Supported QFC (each, a \u201cCovered Party\u201d) becomes subject to a proceeding\nunder a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest\nand obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or\nsuch QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.\nSpecial Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were\ngoverned by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered\nParty becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might\notherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Pa"}, {"title": "lyft.txt", "text": "rty are permitted to be\nexercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC\nand the Loan Documents were governed by the laws of the United States or a state of the United States.\n\n (b) As used in this Section 9.19, the following terms have the following meanings:\n\n \u201cBHC Act Affiliate\u201d of a party means an \u201caffiliate\u201d (as such term is defined under, and interpreted in accordance with, 12\nU.S.C. 1841(k)) of such party.\n\n \u201cCovered Entity\u201d means any of the following:\n\n (i) a \u201ccovered entity\u201d as that term is defined in, and interpreted in accordance with, 12 C.F.R. \u00a7 252.82(b)\n (ii) a \u201ccovered bank\u201d as that term is defined in, and interpreted in accordance with, 12 C.F.R. \u00a7 47.3(b); or\n\n\n\n-132-\n\f i. a \u201ccovered FSI\u201d as that term is defined in, and interpreted in accordance with, 12 C.F.R. \u00a7 382.2(b).\n \u201cDefault Right\u201d has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. \u00a7\u00a7 252.81, 47.2\nor 382.1, as applicable.\u201cQFC\u201d has the meaning assigned to the term \u201cqualified financial contract\u201d in, and shall be interpreted in accordance with, 12\nU.S.C. 5390(c)(8)(D).\n\n SECTION 9.20. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative\nAgent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender exercises its right of setoff, and such\npayment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or\nrequired (including pursuant to any settlement entered into by the Administrative Agent, such Issuing Bank or such Lender in its discretion) to\nbe repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the\nextent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect\nas if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Bank severally agrees to pay to\nthe Administrative Agent upon demand its applicable shar"}, {"title": "lyft.txt", "text": "e (without duplication) of any amount so recovered from or repaid by the\nAdministrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the\nFederal Funds Effective Rate from time to time in effect.\n\n SECTION 9.21. Judgment Currency.\n\n (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in dollars into another\ncurrency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in\naccordance with normal banking procedures in the relevant jurisdiction dollars could be purchased with such other currency on the Business\nDay immediately preceding the day on which final judgment is given.\n\n (b) The obligations of each party hereto in respect of any sum due to any other party hereto or any holder of the obligations owing\nhereunder (the \u201cApplicable Creditor\u201d) shall, notwithstanding any judgment in a currency (the \u201cJudgment Currency\u201d) other than dollars, be\ndischarged only to the extent that, on the Business Day following receipt by the Applicable Creditorof any sum adjudged to be so due in the\nJudgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase dollars\nwith the Judgment Currency; if the amount of dollars so purchased is less than the sum originally due to the Applicable Creditor in dollars,\nsuch party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such\ndeficiency. The obligations of the parties contained in this Section shall survive the termination of this Agreement and the payment of all\nother amounts owing hereunder.\n\n\n ARTICLE X\n\n Guarantees\n\n SECTION 10.01. The Guarantees. To induce the Lenders to provide the Loans and Letters of Credit described herein and in\nconsideration of benefits expected to accrue to the Borrower by reason of the Revolving Commitments and the Loans and Letters of Credit\nand for other good and valuable\n\n\n\n-133-\n\fconsideration, receipt of which is hereby acknowledged, each Guarantor party hereto (including any Subsidiary"}, {"title": "lyft.txt", "text": "executing an Additional\nGuarantor Supplement in substantially the form attached hereto as Exhibit F (an \u201cAdditional Guarantor Supplement\u201d) or such other form\nreasonably acceptable to the Administrative Agent and the Borrower) hereby unconditionally and irrevocably guarantees jointly and severally\nto the Administrative Agent, for the ratable benefit of the Administrative Agent, the Lenders and the Issuing Banks, the due and punctual\npayment of all present and future Obligations of the Borrower, in each case as and when the same shall become due and payable, whether at\nstated maturity, by acceleration, or otherwise, according to the terms hereof or any other applicable Loan Document (including all interest,\ncosts, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States\nBankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the\nBorrower or any such obligor in any such proceeding). In case of failure by the Borrower punctually to pay any Obligations guaranteed\nhereby, each Guarantor of the Borrower\u2019s Obligations under this Section 10.01 hereby unconditionally agrees to make such payment or to\ncause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration,\nor otherwise, and as if such payment were made by the Borrower.\n\n SECTION 10.02. Guarantee Unconditional. The obligations of each Guarantor under this Article X shall be unconditional and\nabsolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:\n\n (a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of the Borrower or\n other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;\n\n (b) any modification or amendment of or supplement to this Agreement or any other Loan Document;\n\n (c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or\n other similar proceeding affecting, the Borrower or other obligor, any other guarantor, or any of their respective assets, or any\n result"}, {"title": "lyft.txt", "text": "ing release or discharge of any obligation of the Borrower or other obligor or of any other guarantor contained in any Loan\n Document;\n\n (d) the existence of any claim, set-off, or other rights which the Borrower or other obligor or any other guarantor may\n have at any time against the Administrative Agent, any Lender or any other Person, whether or not arising in connection herewith;\n\n (e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or\n remedies against the Borrower or other obligor, any other guarantor, or any other Person or property such Person;\n\n (f) any application of any sums by whomsoever paid or howsoever realized to any obligation of the Borrower or other\n obligor, regardless of what obligations of the Borrower or other obligor remain unpaid;\n\n (g) any invalidity or unenforceability relating to or against the Borrower or other obligor or any other guarantor for any\n reason of this Agreement or of any other Loan Document or any provision of applicable law or regulation purporting to prohibit the\n payment by the Borrower or other obligor or any other guarantor of the principal of or interest on any Loan or any other amount\n payable under the Loan Documents; or\n\n\n\n-134-\n\f a. any other act or omission to act or delay of any kind by the Administrative Agent, any Lender or any other Person or\n any other circumstance whatsoever (other than payment or performance of the Obligations) that might, but for the provisions of this\n paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Article X.\n Each Guaranty hereunder shall be a guaranty of payment and not of collection. SECTION 10.03. Discharge Only upon\n\n Payment in Full; Reinstatement in Certain\nCircumstances. Except as set forth in Section 5.10 or the fifteenth paragraph of Article VIII, each\nGuarantor\u2019s obligations under this Article X shall remain in full force and effect until the Termination Date. If at any time any payment of the\nprincipal of or interest on any Loan or any other amount payable by the Borrower or other obligor or any Guarantor under the Loan\nDocuments is rescinded or must be otherwise restored"}, {"title": "lyft.txt", "text": "or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or\nother obligor or of any Guarantor, or otherwise, each Guarantor\u2019s obligations under this Article X with respect to such payment shall be\nreinstated at such time as though such payment had become due but had not been made at such time.\n\n SECTION 10.04. Subrogation. Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation\nby any payment made hereunder, or otherwise, until the Termination Date. If any amount shall be paid to a Guarantor on account of such\nsubrogation rights at any time prior to the Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent\nand the Lenders and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders or be credited and applied upon the\nObligations, whether matured or unmatured, in accordance with the terms of this Agreement.\n\n SECTION 10.05. Waivers. Each Guarantor irrevocably waives (to the extent permitted by applicable law) acceptance hereof,\npresentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the\nAdministrative Agent, any Lender or any other Person against the Borrower or other obligor, another guarantor, or any other Person.\n\n SECTION 10.06. Limit on Liability. The obligations of each Guarantor under this Article X shall be limited to an aggregate\namount equal to the largest amount that would not render such Guaranty subject to avoidance under Section 548 of the United States\nBankruptcy Code or any comparable provisions of applicable law.\n\n SECTION 10.07. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower or other\nobligor under this Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower or\nsuch obligor, all such amounts otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents shall\nnonetheless be payable by the Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the Required\nLenders.\n\n SECTION 10.08. Benefit to Guarantors. The Borrower and the Guarantors are engaged in related businesses and integrated to\nsuch an extent that the financial str"}, {"title": "lyft.txt", "text": "ength and flexibility of the Borrower has a direct impact on the success of each Guarantor. Each\nGuarantor will derive substantial direct and indirect benefit from the extensions of credit hereunder.\n\n SECTION 10.09. Guarantor Covenants. Each Guarantor shall take such action as the Borrower is required by this Agreement to cause\nsuch Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor\nfrom taking.\n\n\n\n-135-\n\f SECTION 10.10. Continuing Guarantee. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to\nall of its Obligations, whether currently existing or hereafter incurred.\n\n\n [Signature pages follow]\n\n\n\n-136-\n\fIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the\nday and year first above written.\n AIRBNB, INC., as the Borrower\n\n\n By: /s/ David Stephenson\n Name: David StephensonTitle: Chief Financial Officer\n\n\n HOTEL TONIGHT, LLC, as a Guarantor\n\n\n By: /s/ Garth Bossow\n Name: Garth Bossow\n Title: Secretary of Airbnb, Inc., the sole member of Hotel Tonight, LLC\n\n\n AIRBNB GLOBAL HOLDINGS, INC., as a Guarantor\n\n\n By: /s/ Garth Bossow\n Name: Garth Bossow\n Title: Secretary\n\n\n\n\n [Signature Page to Credit Agreement]\n\fAIRBNB PAYMENTS HOLDING LLC, as a Guarantor\nBy: /s/ Garth Bossow\n Name: Garth Bossow\n Title: Secretary of Airbnb, Inc., the sole member of Airbnb Payments Holding LLC\n\n\nAIRBNB PAYMENTS, INC., as a Guarantor\n\n\nBy: /s/ Bart Rubin\n Name: Bart Rubin\n Title: General Counsel\n\n\n\n\n [Signature Page to Credit Agreement]\n\fMORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent\n\n\nBy: /s/ Lisa"}, {"title": "lyft.txt", "text": "Hanson\n Name: Lisa Hanson\n Title: Vice President\n\n\nMORGAN STANLEY SENIOR FUNDING, INC., as\nan Issuing Bank and a Lender\n\n\nBy: /s/ Alysha Salinger\n Name: Alysha Salinger\n Title: Vice President\n\n\n\n\n [Airbnb \u2013 Signature Page to Credit Agreement]\n\f BARCLAYS BANK PLC, as a Lender and an Issuing Bank\n By: /s/ Sean Duggan\nName: Sean Duggan\nTitle: Director\n\n\n\n\n [Airbnb \u2013Credit Agreement]\n\fBank of America, N.A., as a Lender and an Issuing Bank\nBy: /s/ Injah Song\n Name: Injah Song\n Title: Director\n\n\n\n\n [Signature Page to Credit Agreement]\n\fBANK OF THE WEST, as a Lender\nBy: /s/ Scott Bruni\n Name: Scott Bruni\n Title: Director\n\n\n\n\n [Signature Page to Credit Agreement]\n\fCITIBANK, N.A., as a Lender and an Issuing Bank\nBy: /s/ Matthew Sutton\n Name: Matthew Sutton\n Title: Vice President\n\n\n\n\n [Signature Page to Credit Agreement]\n\fGOLDMAN SACHS BANK USA, as a Lender\nBy: /s/ Rebecca Kratz\n Name: Rebecca Kratz\n Title: Authorized Signatory\n\n\n\n\n [Signature Page to Credit Agreement]\n\fGOLDMAN SACHS LENDING PARTNERS LLC, as a Lender and\nan Issuing Bank\nBy: /s/ Rebecca Kratz\n Name: Rebecca Kratz\n Title: Authorized Signatory\n\n\n\n\n [Signature Page t"}, {"title": "lyft.txt", "text": "o Credit Agreement]\n\fHSBC BANK USA, National Association, as a Lender and an Issuing\nBank\nBy: /s/ Ilene Hernandez\n Name: Ilene Hernandez\n Title: Vice President\n\n\n\n\n [Signature Page to Credit Agreement]\n\fJPMorgan Chase Bank, N.A., as a Lender and an Issuing Bank\nBy: /s/ Inderjeet Aneja\n Name: Inderjeet Aneja\n Title: Executive Director\n\n\n\n\n [Signature Page to Credit Agreement]\n\fMizuho Bank, Ltd., as a Lender and Issuing Bank\nBy: /s/ Tracy Rahn\n Name: Tracy Rahn\n Title: Executive Director\n\n\n\n\n [Signature Page to Credit Agreement]\n\fRoyal Bank of Canada, as a Lender\nBy: /s/ Nicholas Heslip\n Name: Nicholas Heslip\n Title: Authorized Signatory\n\n\n\n\n [Signature Page to Credit Agreement]\n\fSantander Bank, N.A., as a Lender and an Issuing Bank\nBy: /s/ Jennifer Baydian\n Name: Jennifer Baydian\n Title: Senior Vice President\n\n\n\n\n [Signature Page to Credit Agreement]\n\fSTANDARD CHARTERED BANK, as a Lender and an Issuing Bank\nBy: /s/ Kristopher Tracy\n Name: Kristopher Tracy\n Title: Director, Financing Solutions\n\n\n\n\n [Signature Page to Credit Agreement]\n\f AMENDMENT NO. 1\n\n This AMENDMENT N"}, {"title": "lyft.txt", "text": "O. 1 (this \u201cAgreement\u201d), dated as of February 16, 2023, is made by and among Airbnb, Inc., a Delaware\ncorporation (the \u201cBorrower\u201d) and Morgan Stanley Senior Funding, Inc., as Administrative Agent (the \u201cAdministrative Agent\u201d).\n\n WHEREAS, the Borrower and the Administrative Agent are party to that certain Credit Agreement, dated as of October 31, 2022\n(as amended, restated, amended and restated, modified and/or supplemented from time to time, the \u201cCredit Agreement\u201d; capitalized terms not\notherwise defined herein shall have the respective meaning assigned to such terms in the Credit Agreement), by and among the Borrower, the\nGuarantors party thereto, the Lenders party thereto and the Administrative Agent;\n\n WHEREAS, Section 9.02(c)(i)(A) of the Credit Agreement provides that the Administrative Agent and the Borrower shall be\npermitted to amend the Credit Agreement to cure any ambiguity, mistake, omission, defect or inconsistency so long as the Lenders shall have\nreceived at least five Business Days\u2019 prior written notice thereof and the Administrative Agent shall not have received, within five Business Days\nof the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such\namendment;\n\n WHEREAS, the definition of \u201cConsolidated Interest Expense\u201d in the Credit Agreement permits the calculation thereof to result\nin a negative value;\n\n WHEREAS, the Administrative Agent and the Borrower desire to amend the Credit Agreement in accordance with Section\n9.02(c)(i)(A) as further described herein in order to address the aforementioned defect; and\n\n WHEREAS, in accordance with Section 9.02(c)(i)(A) of the Credit Agreement, the form of this Agreement has been made\navailable to the Lenders for at least five Business Days and the Administrative Agent has not received a written notice from the Required\nLenders stating that the Required Lenders object to this Agreement;\n\n NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:\n\n SECTION 1. Amendment. Subject to the terms and conditions to effectiveness set forth in"}, {"title": "lyft.txt", "text": "Section 2 hereof, the definition of\n\u201cConsolidated Interest Expense\u201d is hereby amended to add the following as the last sentence thereof:\n\n \u201cNotwithstanding anything to the contrary herein, if Consolidated Interest Expense as so determined would be less than $1.00,\nthen it shall be deemed to be $1.00 for purposes of this Agreement.\u201d\n\n SECTION 2. Effectiveness. Section 1 of this Agreement shall become effective as of on the date that the Administrative\nAgent shall have received this Agreement, duly executed by the Borrower and the Administrative Agent.\n\n SECTION 3. Reference to and Effect on the Credit Agreement.\n\n (a) On and after the effectiveness of this Agreement, each reference in the Credit Agreement to \u201cthis Agreement,\u201d\n\u201chereunder,\u201d \u201chereof\u201d or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as\namended by, and after giving effect to, this Agreement. This Agreement is a \u201cLoan Document\u201d for purposes of the Credit Agreement and the\nother Loan Documents.\n\n (b) Each Loan Document, after giving effect to this Agreement, is and shall continue to be in full force and effect and is\nhereby in all respects ratified and confirmed, except that, on and after the effectiveness of this Agreement, each reference in each of the Loan\nDocuments to the \u201cCredit\n\n\n\n\n [Airbnb \u2013 Amendment No. 1]\n\fAgreement,\u201d \u201cthereunder,\u201d \u201cthereof\u201d or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit\nAgreement, as amended by and after giving effect to, this Agreement. Nothing in this Agreement can or may be construed as a novation of the\nCredit Agreement or any other Loan Document. This Agreement shall apply and be effective only with respect to the provisions of the Credit\nAgreement specifically referred to herein. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided\nherein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents.\n\n SECTION 4. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the\ndifferent parties hereto on separate counterparts, each of which"}, {"title": "lyft.txt", "text": "when so executed and delivered shall be an original, but all of which shall\ntogether constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile\ntransmission or electronic .pdf transmission shall be effective as delivery of a manually executed counterpart of this Agreement. For purposes\nhereof, the words \u201cexecution,\u201d \u201cexecute,\u201d \u201cexecuted,\u201d \u201csigned,\u201d \u201csignature\u201d and words of like import shall be deemed to include electronic\nsignatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic\nform, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based\nrecordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in\nGlobal and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the\nUniform Electronic Transaction Act.\n\n SECTION 5. WAIVER OF JURY TRIAL; GOVERNING LAW; JURISDICTION, ETC. The provisions set forth in\nSections 9.09 and 9.10 of the Credit Agreement are hereby incorporated herein mutatis mutandis with all references to \u201cthis Agreement\u201d therein\nbeing deemed references to this Agreement.\n\n\n\n [SIGNATURE PAGES FOLLOW]\n\n\n\n\n [Airbnb \u2013 Amendment No. 1]\n\f IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto\nduly authorized, as of the date and year first written above.\n\n AIRBNB, INC.,\n as the Borrower\n\n\n By: /s/ Brian Moore\n Name: Brian Moore\n Title: Treasurer\n\n\n\n\n [Signature Page to Airbnb \u2013 Amendment No. 1]\n\fMORGAN STANLEY SENIOR FUNDING, INC.,\nas Administrative Agent\n\n\nBy: /s/ Brian Sanderson\n Name: Brian Sanderson\n Title: Authorized Signatory\n\f [Signature Page to Airbnb \u2013 Am"}, {"title": "lyft.txt", "text": "endment No. 1]\n\n\n\n\n Exhibit 21.1\n\n\n Subsidiaries of the Registrant\n\n\nEntity Jurisdiction of Incorporation\nAirbnb Ireland UC Ireland\nAirbnb Payments Luxembourg S.A. Luxembourg\nAirbnb Payments UK Ltd. United Kingdom\nAirbnb Payments, Inc. Delaware\nAirbnb Treasury Services LLC Delaware\nHotel Tonight, LLC Delaware\n\f Exhibit 23.1\n\n CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nWe hereby consent to theincorporation by reference in the Registration Statement on Form S-8 (Nos. 333-251251, 333-251252, and 333-251253) of Airbnb, Inc. of our report dated\nFebruary 17, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-\nK.\n\n/s/ PricewaterhouseCoopers LLP\n\n\n\n\nSan Francisco, California\nFebruary 17, 2023\n\f Exhibit 31.1\n\n\n\n CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER\n PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Brian Chesky, certify that:\n\n1. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;\n\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the s"}, {"title": "lyft.txt", "text": "tatements made, in light of the\ncircumstances under which such statements were made, not misleading with respect to the period covered by this report;\n\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of\noperations and cash flows of the registrant as of, and for, the periods presented in this report;\n\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and\n15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:\n\n (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material\n information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this\n report is being prepared;\n\n (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide\n reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally\n accepted accounting principles;\n\n (c) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure\n controls and procedures, as of the end of the period covered by this report based on such evaluation; and\n\n (d) Disclosed in this report any change in the registrant\u2019s internal control over financial reporting that occurred during the registrant\u2019s most recent fiscal quarter (the\n registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant\u2019s internal control over\n financial reporting; and\n\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal"}, {"title": "lyft.txt", "text": "control over financial reporting, to the registrant\u2019s auditors and the\naudit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\n\n (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect\n the registrant\u2019s ability to record, process, summarize and report financial information; and\n\n (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control over financial reporting.\n\n\n\n\n By: /s/ Brian Chesky\n Brian Chesky\n Chief Executive Officer\n Date: February 17, 2023 (Principal Executive Officer)Exhibit 31.2\n\n\n\n CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER\n PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, David E. Stephenson, certify that:\n\n1. I have reviewed this Annual Report on Form 10-K of Airbnb, Inc.;\n\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the\ncircumstances under which such statements were made, not misleading with respect to the period covered by this report;\n\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of\noperations and cash flows of the registrant as of, and for, the periods presented in this r"}, {"title": "lyft.txt", "text": "eport;\n\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and\n15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:\n\n (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material\n information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this\n report is being prepared;\n\n (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide\n reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally\n accepted accounting principles;\n\n (c) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure\n controls and procedures, as of the end of the period covered by this report based on such evaluation; and\n\n (d) Disclosed in this report any change in the registrant\u2019s internal control over financial reporting that occurred during the registrant\u2019s most recent fiscal quarter (the\n registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant\u2019s internal control over\n financial reporting; and\n\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant\u2019s auditors and the\naudit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\n\n (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect\n the registrant\u2019s ability to record, process, summarize and report"}, {"title": "lyft.txt", "text": "financial information; and\n\n (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control over financial reporting.\n\n\n\n\n By: /s/ David E. Stephenson\n David E. Stephenson\n Chief Financial Officer\n Date: February 17, 2023 (Principal Financial Officer)\n\f Exhibit 32.1\n\n\n\n CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER\n PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906\n OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Brian Chesky, as Chief Executive Officer of Airbnb, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that\nthe Annual Report on Form 10-K of Airbnb, Inc. for the year ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act\nof 1934, as amended, and that the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations\nof Airbnb, Inc.\n\n\n\n\n By: /s/ Brian Chesky\n Brian Chesky\n Chief Executive Officer\n Date: February 17, 2023 (Principal Execut"}, {"title": "lyft.txt", "text": "ive Officer)\n\n\n\n\nI, David E. Stephenson, as Chief Financial Officer of Airbnb, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,\nthat the Annual Report on Form 10-K of Airbnb, Inc. for the year ended December 31, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange\nAct of 1934, as amended, and that the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of\noperations of Airbnb, Inc.\n\n\n\n\n By: /s/ David E. Stephenson\n David E. Stephenson\n Chief Financial Officer\n Date: February 17, 2023 (Principal Financial Officer)"}] [{"title": "uber.txt", "text": "UNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C.\u00a00549\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\u00a0\n\nFORM 10-K\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\u00a0\n\n(Mark One)\n\n\u2612ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)\u00a0F THE SECURITIES EXCHANGE\nACT OF 1934\n\nFor the fiscal year ended December 31, 2022\n\nOR\n\n\u2610TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)\u00a0F THE SECURITIES\nEXCHANGE ACT OF 1934\n\nFor the transition period from\\_\\_\\_\\_\\_ to \\_\\_\\_\\_\\_\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\n\nCommission File Number:\u00a001-38902\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\u00a0\n\nUBER TECHNOLOGIES, INC.\n\n(Exact name of registrant as specified in its charter)\n\n\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\u00a0\n\n ---------- ------------ ---------------------------------------------------------------- -------------------------------------- -- --\n \n Delaware 45-2647441 (State or other jurisdiction of inc"}, {"title": "uber.txt", "text": "orporation or organization) (I.R.S. Employer Identification No.) \n ---------- ------------ ---------------------------------------------------------------- -------------------------------------- -- --\n\n1515 3rd Street\n\nSan Francisco, California 94158\n\n(Address of principal executive offices, including zip code)\n\n(415)\u00a012-8582\n\n(Registrant' telephone number, including area code)\n\n\u00a0\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\\_\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n --------------------------------------------- -- ------------------- -- -------------------------------------- -- -- -- -- -- -- -- -- -- --\n \n Title\u00a0f\u00a0ach\u00a0lass Trading Symbol(s) Name\u00a0f\u00a0ach\u00a0xchange on\u00a0hich\u00a0egistered \n Common Stock, par value \\$0.00001 per share UBER New York Stock Exchange \n --------------------------------------------- -- ------------------- -- --------------------"}, {"title": "uber.txt", "text": "------------------ -- -- -- -- -- -- -- -- -- --\n\nSecurities registered pursuant to Section 12(g) of the Act:\u00a0one\n\nIndicate by check mark whether the registrant is a well-known seasoned\nissuer, as defined in Rule 405 of the Securities Act.\u00a0es\u00a0\u2612No \u2610\n\nIndicate by check mark whether the registrant\u00a0s not required to file\nreports pursuant to Section 13 or Section 15(d) of the Act. Yes\u00a0\u2610No\u00a0\u2612\n\nIndicate by check mark whether the registrant\u00a01)\u00a0as filed all reports\nrequired to be filed by Section\u00a03 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12\u00a0onths (or for such shorter period\nthat the registrant was required to file such reports), and\u00a02)\u00a0as been\nsubject to such filing requirements for the past 90\u00a0ays. Yes\u00a0\u00a0\u2612No \u2610\n\nIndicate by check mark whether the registrant has submitted\nelectronically every Interactive Data File required to be submitted\npursuant to Rule 405 of Regulation S-T (\u00a732.405 of this chapter) during\nthe preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes\u00a0\u00a0\u2612No \u2610\n\nIndicate by check mark whether the registrant is a large accelerated\nfiler, an accelerated filer, a non-accelerated filer, a smaller\nreporti"}, {"title": "uber.txt", "text": "ng company, or an emerging growth company. See the definitions of\n\"arge accelerated filer,\"\"ccelerated filer,\"\"maller reporting\ncompany,\"and \"merging growth company\"in Rule 12b-2 of the Exchange Act.\n\n ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ----- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- -- -- ------------------------- --- -- -- -- -- -- --Large accelerated filer \u2612 Accelerated\u00a0iler \u2610 Non-accelerated filer\u2610 Smaller\u00a0eporting\u00a0ompany \u2610 \n Emerging growth\u00a0ompany \u2610If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \u2610 Indicate by check mark whether the registrant has filed a report on and attestation to its management' assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. \u2612 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. \u2610 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant' executive officers during the relevant recovery period pursuant to \u00a740.10D-1(b). \u2610"}, {"title": "uber.txt", "text": "Indicate bycheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes \u2610 No \u2612 \n ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ----- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- -- -- ------------------------- --- -- -- -- -- -- --\n\nThe aggregate market value of the voting and non-voting common equity\nheld by non-affiliates of the registrant as of June 30, 2022, the last\nbusiness day of the registrant\\'s most recently completed second fiscal\nquarter, was\u00a0pproximately \\$38.9 billion based upon the closing price\nreported for such date on the New York Stock Exchange.\n\nThe number of shares of the registrant\\'s common stock outstanding as\nof\u00a0ebruary\u00a05, 2023\u00a0as 2,009,907,175.\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\nPortions of the registrant' Definitive Proxy Statement relating to the\nAnnual Meeting of Stockholders are incorporated by reference into Part\nIII of this Annual Report on Form 10-K where indicated. Such Definitive\nProxy Statement will be filed with the Securities and Exchange\nCommission within 120 days after the end of the registrant' fiscal year\nended December 31, 2022.\n\nUBER TECHNOLOGIES, INC.\n\nTABLE OF CONTENTS\n\n --------- -- ------- ---------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- ---------- -- -- ---------- -- --\n \n Pages"}, {"title": "uber.txt", "text": "PART\u00a0 \n Item\u00a0. Item\u00a0A. Item\u00a0B. Item\u00a0. Item 3. Item 4. \n \n PART II \n Item\u00a0. Item\u00a0. Item\u00a0. Item\u00a0A. Item\u00a0. Item\u00a0. Item\u00a0A. Item 9B. Item 9C.PART\u00a0II \n Item\u00a00. Item\u00a01. Item\u00a02. Item\u00a03. Item\u00a04. \n \n PART\u00a0V \n Item\u00a05. Item 16. \n \n --------- -- ------- ---------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- ---------- -- -- ---------- -- --\n\n1\n\nSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis Annual Report on Form 10-K contains forward-looking statements\nwithin the meaning of the Private Securities Litigation Reform Act of\n1995. All statements other than statements of historical facts contained\nin this Annual Report on Form 10-K, including statements regarding our\nfuture results of operations or financial condition, business strategy\nand plans, and objectives of management for future operations, are\nforward-looking statements. In some cases, you can identify\nforward-looking statements because they contain words such as\n\"nticipate,\"\"elieve,\"\"ontemplate,\"\"ontinue,\"\"ould,\"\"stimate,\"\"xpect,\"\"ope,\"\"ntend,\"\"ay,\"\"ight,\"\"bjective,\"\"ngoing,\"\"lan,\"\"otential,\"\"redict,\"\"roject,\"\"hould,\"\"arget,\"\"ill,\"or\n\"ould\"or the negative of these words or other similar terms or\nexpressions. These forward-looking statements include, but are not\nlimited to, statements concerning the following:\n\n\u2022our ability to successfully defend litigation and government\nproceedings brought against us, including with respect to our\nrelationship with drivers and couriers, and the potential impact on our\nbusiness operations and financial performance if we are not successful;\n\n\u2022our abil"}, {"title": "uber.txt", "text": "ity to successfully compete in highly competitive markets;\n\n\u2022our ability to effectively manage our growth and maintain and improve\nour corporate culture;\n\n\u2022our expectations regarding financial performance, including but not\nlimited to revenue, potential profitability and the timing thereof,\nability to generate positive Adjusted EBITDA or Free Cash Flow,\nexpenses, and other results of operations;\n\n\u2022our expectations regarding future operating performance, including but\nnot limited to our expectations regarding future Monthly Active Platform\nConsumers (\"APCs\", Trips, Gross Bookings, and Take Rate;\n\n\u2022our expectations regarding our competitors'use of incentives and\npromotions, our competitors'ability to raise capital, and the effects of\nsuch incentives and promotions on our growth and results of operations;\n\n\u2022our anticipated investments in new products and offerings, and the\neffect of these investments on our results of operations;\n\n\u2022our anticipated capital expenditures and our estimates regarding our\ncapital requirements;\n\n\u2022our ability to close and integrate acquisitions into our operations;\n\n\u2022anticipated technology trends and developments and our ability to\naddress those trends and developments with our products and offerings;\n\n\u2022the size of our addressable markets, market share, category positions,\nand market trends, including our ability to grow our business in the\ncountries we have identified as expansion markets;\n\n\u2022the safety, affordability, and convenience of our platform and our\nofferings;\n\n\u2022our ability to identify, recruit, and retain skilled personnel,\nincluding key members of senior management;\n\n\u2022our expected growth in the number of platform users, and our ability to\npromote our brand and attract and retain platform users;\n\n\u2022our ability to maintain, protect, and enhance our intellectual property\nrights;\n\n\u2022our ability to introduce new products and offerings and enhance\nexisting products and offerings;\n\n\u2022our ability to successfully enter into new geographies, expand our\npresence in countries in which we are limited by regulatory\nrestrictions, and manage our international expansion;\n\n\u2022our ability to successfully renew licenses to operate our business in\ncertain jurisdictions;\n\n\u2022the impacts of contagious disease, such as COVID-19, or outbreaks of\nother viruses, disease or pandemics on our business, results of\noperations, financial position and cash flows;"}, {"title": "uber.txt", "text": "\u2022our ability to successfully respond to global economic conditions,\nincluding rising inflation and interest rates;\n\n\u2022the availability of capital to grow our business;\n\n\u2022volatility in the business or stock price of our minority-owned\naffiliates;\n\n\u2022our ability to meet the requirements of our existing debt and draw on\nour line of credit;\n\n\u2022our ability to prevent disturbances to our information technology\nsystems;\n\n\u2022our ability to comply with existing, modified, or new laws and\nregulations applying to our business; and\n\n\u2022our ability to implement, maintain, and improve our internal control\nover financial reporting.\n\nActual events or results may differ from those expressed in\nforward-looking statements. As such, you should not rely on forward-\n\n2\n\nlooking statements as predictions of future events. We have based the\nforward-looking statements contained in this Annual Report on Form 10-K\nprimarily on our current expectations and projections about future\nevents and trends that we believe may affect our business, financial\ncondition, operating results, prospects, strategy, and financial needs.\nThe outcome of the events described in these forward-looking statements\nis subject to risks, uncertainties, assumptions, and other factors\ndescribed in the section titled \"isk Factors\"and elsewhere in this\nAnnual Report on Form 10-K. Moreover, we operate in a highly competitive\nand rapidly changing environment. New risks and uncertainties emerge\nfrom time to time, and it is not possible for us to predict all risks\nand uncertainties that could have an impact on the forward-looking\nstatements contained in this Annual Report on Form 10-K. The results,\nevents and circumstances reflected in the forward-looking statements may\nnot be achieved or occur, and actual results, events or circumstances\ncould differ materially from those described in the forward-looking\nstatements.\n\nIn addition, statements that \"e believe\"and similar statements reflect\nour beliefs and opinions on the relevant subject. These statements are\nbased on information available to us as of the date of this Annual\nReport on Form 10-K. While we believe that such information provides a\nreasonable basis for these statements, such information may be limited\nor incomplete. Our statements should not be read to indicate that we\nhave conducted an exhaustive inquiry into, or review of, all relevant\ninformation. These statements"}, {"title": "uber.txt", "text": "are inherently uncertain, and investors\nare cautioned not to unduly rely on these statements.\n\nThe forward-looking statements made in this Annual Report on Form 10-K\nspeak only as of the date on which the statements are made. We undertake\nno obligation to update any forward-looking statements made in this\nAnnual Report on Form 10-K to reflect events or circumstances after the\ndate of this Annual Report on Form 10-K or to reflect new information,\nactual results, revised expectations, or the occurrence of unanticipated\nevents, except as required by law. We may not actually achieve the\nplans, intentions or expectations disclosed in our forward-looking\nstatements, and you should not place undue reliance on our\nforward-looking statements.\n\n3\n\nPART I\n\nITEM 1. BUSINESS\n\nOverview\n\nUber Technologies, Inc. (\"ber,\"\"e,\"\"ur,\"or \"s\" is a technology platform\nthat uses a massive network, leading technology, operational excellence\nand product expertise to power movement from point A to point B. We\ndevelop and operate proprietary technology applications supporting a\nvariety of offerings on our platform (\"latform(s)\"or \"latform(s)\". We\nconnect consumers (\"ider(s)\" with independent providers of rideservices\n(\"obility Driver(s)\" for ridesharing services, and connect Riders and\nother consumers (\"ater(s)\" with restaurants, grocers and other stores\n(collectively, \"erchants\" with delivery service providers (\"ouriers\" for\nmeal preparation, grocery and other delivery services. Riders and Eaters\nare collectively referred to as \"nd-user(s)\"or \"onsumer(s).\"Mobility\nDrivers and Couriers are collectively referred to as \"river(s).\"We also\nconnect consumers with public transportation networks. We use this same\nnetwork, technology, operational excellence and product expertise to\nconnect shippers (\"hipper(s)\" with carriers (\"arrier(s)\" in the freight\nindustry by providing Carriers with the ability to book a shipment,\ntransportation management and other logistics services. Uber is also\ndeveloping technologies designed to provide new solutions to everyday\nproblems.\n\nOur technology is available in approximately 70 countries around the\nworld, principally in the United States (\".S.\" and Canada, Latin\nAmerica, Europe, the Middle East, Africa, and Asia (excluding China and\nSoutheast Asia).\n\nOur Segments\n\nAs of December\u00a01, 2022, we had three operating and reportable segments:\nMobility, Delivery and"}, {"title": "uber.txt", "text": "Freight. Mobility, Delivery and Freight platform\nofferings each address large, fragmented markets.\n\n*Mobility*\n\nOur Mobility offering connects consumers with a wide range of\ntransportation modalities, such as ridesharing, carsharing,\nmicromobility, rentals, public transit, taxis, and more---elping\ncustomers go almost anywhere they need. We believe our global leadership\nposition---nd the vast amount of marketplace data that comes along with\nit---eans that we have the best technical and data platform to innovate\nfaster than other companies with similar products.\n\nWe believe our scale and global availability allows our Mobility segment\nto offer better consumer experiences to riders in a variety of vehicle\ntypes, providing consumers with higher reliability and Drivers with\nbetter earnings opportunities. Mobility also includes activity related\nto our financial partnerships products and advertising. We also\nparticipate in certain regions through our minority-owned affiliates.\n\n*Delivery*\n\nOur Delivery offering allows consumers to search for and discover the\nbest of local commerce---rom restaurants to grocery, alcohol,\nconvenience and other retailers---rder a meal or other items, and either\npick-up at the restaurant or have it delivered. We launched our Delivery\napp, Uber Eats, over seven years ago, and the business now includes the\napplications Postmates, Drizly and Cornershop across different markets.\nWe believe our Delivery offering increases consumer engagement with the\nUber platform overall, which in turn results in broader reach for our\nMerchants who can attract Uber Eats consumers from Uber without\nincreasing their own costs. For Drivers, we believe the Delivery\noffering leverages, and has expanded our earner base by increasing\nutilization and earnings across the network. We also believe it also\nattracts new Drivers to the platform who do not have access to\nMobility-qualified vehicles. Over the last several years our Delivery\nbusiness has expanded to include Uber Direct, our white-label\nDelivery-as-a-Service offering to retailers and restaurants around the\nworld, as well as advertising opportunities.\n\n*Freight*\n\nWe believe that Freight is revolutionizing the logistics industry.\nFreight powers a managed transportation and logistics network and\nconnects Shippers and Carriers in a digital marketplace to move\nshipments while leveraging our proprietary technology"}, {"title": "uber.txt", "text": ", brand awareness,\nand experience revolutionizing industries. Freight provides an on-demand\nplatform to automate and accelerate logistics transactions end-to-end\nwhile providing visibility and control of logistics networks. Freight\nconnects Carriers with Shippers'shipments available on our platform, and\ngives Carriers upfront, transparent pricing and the ability to book a\nshipment with the touch of a button. Freight serves Shippers ranging\nfrom small- and medium-sized businesses to global enterprises. By\nleveraging logistics solutions expertise and value-add solutions,\nFreight enables Shippers to create and tender shipments, secure capacity\non demand with real-time pricing, and track those shipments from pickup\nto delivery. Freight operations are principally based in North America\nand Europe. We believe that all of these factors represent significant\nefficiency improvements over traditional transportation management and\nfreight brokerage providers.\n\n4\n\nPlatform Synergies\n\n*Our Platform*\n\nThe foundation of our platform is our massive network, leading\ntechnology, operational excellence, and product expertise. Together,\nthese elements power movement from point A to point B.\n\n ----------------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- -------------------- -- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------------ -- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------- -- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Massive Network Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In approximately 10,500 cities around the world (as of December 31, 2022), our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. Leading Technology We have built proprietary marketplace, routing, and payments technologies. Marketplace technologies are the core of our deep technology advantage and include demand prediction, matching and dispatching, and pricing technologies. Our technologies make it extremely efficient to launch new businesses and operationalize existing ones. Operational Excellence Our regional on-the-ground operations teams use their extensive market-specific knowledge to rapidly launch and scale products in cities, support Drivers, consumers, Mercha"}, {"title": "uber.txt", "text": "nts, Shippers, and Carriers, and build and enhance relationships with cities and regulators. Product Expertise Our products are built with the expertise that allows us to set the standard for powering movement on-demand, provide platform users with a contextual, intuitive interface, continually evolve features and functionality, and deliver safety and trust.\n ----------------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- -------------------- -- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------------ -- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------- -- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------\n\nWe intend to continue to invest in new platform offerings that we\nbelieve will further strengthen our platform and existing offerings.\n\nWe believe that all of these synergies serve the customer experience,\nenabling us to attract new platform users and to deepen engagement with\nexisting platform users. Both of these dynamics grow our network scale\nand liquidity, which further increases the value of our\nplatform-to-platform users. For example, Delivery attracts new consumers\nto our network---or the three months ended December\u00a01, 2022, over 61% of\nfirst-time Delivery consumers were new to our platform. Additionally,\nfor the three months ended December\u00a01, 2022, consumers who used both\nMobility and Delivery generated 10.9 Trips per month on average,\ncompared to 4.6 Trips per month on average for consumers who used a\nsingle offering in cities where both Mobility and Delivery were offered.\nWe believe that these trends will improve as we further leverage the\npower of our platform.\n\nWith our platform, we are making it even easier for our consumers to\nunlock convenience. In 2020, we rolled out our \"uper App\"view on iOS and\nAndroid, which combines our multiple offerings into a single app and is\ndesigned to remove friction for our consumers. During November 2021, we\nlaunched Uber One in the United States as our single cross-platform\nmembership program that brings together the best of Uber. Uber One\nmembers have access to discounts, special pricing, priority service, and\nexclusive perks across our rides, delivery and grocery offerings. Our\nUber Pass and Eats Pass membership programs continue to remain available\nin select cities as a subscription offering. Our membership programs are\ndesigned to make utilizing our suite of products a seamless and\nrewarding experience for our consumers. We exi"}, {"title": "uber.txt", "text": "ted 2022 with nearly 12\nmillion members for our Uber One, Uber Pass, Eats Pass and Rides Pass\nmembership programs.\n\nWe are also utilizing our data and scale to offer marketplace-centric\nadvertising to connect merchants and brands with our platform network\nand unlocking cross-platform advertising formats. During October 2022,\nwe officially launched Uber' advertising division and introduced Uber\nJourney Ads, an engaging way for brands to connect with consumers\nthroughout the entire ride process. We now offer a model that enables\nbrands to partner with Uber on a variety of advertising options on the\nUber and Uber Eats apps, and beyond, while connecting with consumers in\nbrand-safe and captivating ways. We also provide comprehensive reporting\nand analysis, which helps brands fine-tune their understanding of\nconsumers and create more impactful campaigns as they connect with\nconsumers at relevant points throughout their journeys and transactions.\nDuring the fourth quarter of 2022, active advertising merchants exceeded\n315,000. We believe that our advertising further strengthens the power\nof our platform and will continue to do so as we onboard more\nadvertisers.\n\nCompetitive EnvironmentWe compete on a global basis in highly fragmented markets. We face\nsignificant competition in each of the mobility and delivery industries\nglobally and in the logistics industry in the United States and Canada\nfrom existing, well-established, and low-cost alternatives, and in the\nfuture we expect to face competition from new market entrants given the\nlow barriers to entry that characterize these industries. As we and our\ncompetitors introduce new products and offerings, and as existing\nproducts evolve, we expect to become subject to additional competition.\nWhile we work to expand globally and introduce new products and\nofferings across a range of industries, many of our competitors remain\nfocused on a limited number of products or on a narrow geographic scope,\nallowing them to develop specialized expertise and employ resources in a\nmore targeted manner than we do. The competition we face in each of our\nofferings includes:\n\n5\n\n*\u2022Mobility*. Our Mobility offering competes with personal vehicle\nownership and usage, which accounts for the majority of passenger miles\nin the markets that we serve, and traditional transportation services,\nincluding taxicab companies and taxi-hailing servic"}, {"title": "uber.txt", "text": "es, livery and other\ncar services. In addition, public transportation can be a superior\nsubstitute to our Mobility offering and in many cases, offers a faster\nand lower-cost travel option in many cities. We also compete with other\nridesharing companies, including certain of our minority-owned\naffiliates, for Drivers and Riders, including Lyft, Ola, Didi, Bolt, and\nour Yandex.Taxi joint venture.\n\n*\u2022Delivery*. Our Delivery offering competes with numerous companies in\nthe meal, grocery and other delivery space in various regions for\ndrivers, consumers, and merchants, including Amazon, Deliveroo, Delivery\nHero, DoorDash, Gopuff, iFood, Instacart, Just Eat Takeaway, and Rappi.\nOur Delivery offering also competes with restaurants, meal kit delivery\nservices, grocery delivery services, and traditional grocers.\n\n\u2022*Freight*. Our Freight offering competes with global and North American\nfreight brokers such as C.H. Robinson, Total Quality Logistics, XPO\nLogistics, Convoy, Echo Global Logistics, Coyote, Transfix, DHL, and\nNEXT Trucking.\n\nGovernment Regulation\n\nWe operate in a particularly complex legal and regulatory environment.\nOur business is subject to a variety of U.S. federal, state, local and\nforeign laws, rules, and regulations, including those related to\nInternet activities, privacy, cybersecurity, data protection,\nintellectual property, competition, consumer protection, payments, labor\nand employment, transportation services, transportation network\ncompanies, licensing regulations and taxation. These laws and\nregulations are constantly evolving and may be interpreted, applied,\ncreated, or amended, in a manner that could harm our business. Examples\nof certain laws and regulations we are subject to are described below.\n\n*Mobility*\n\nOur platform, and in particular our Mobility products, are subject to\ndiffering, and sometimes conflicting, laws, rules, and regulations in\nthe numerous jurisdictions in which we operate. A large number of\nproposals are before various national, regional, and local legislative\nbodies and regulatory entities, both within the United States and in\nforeign jurisdictions, regarding issues related to our business model.\n\nIn the United States, many state and local laws, rules, and regulations\nimpose legal restrictions and other requirements on operating our\nMobility products, including licensing, insurance, screening, and\nbackground check req"}, {"title": "uber.txt", "text": "uirements. Outside of the United States, certain\njurisdictions have adopted similar laws, rules, and regulations while\nother jurisdictions have not adopted any laws, rules, and regulations\nwhich govern our Mobility business. Further, certain jurisdictions,\nincluding Argentina, Germany, Italy, Japan, South Korea, and Spain, six\ncountries that we have identified as expansion markets, have adopted\nlaws, rules, and regulations banning certain ridesharing products or\nimposing extensive operational restrictions. This uncertainty and\nfragmented regulatory environment creates significant complexities for\nour business and operating model.\n\nSubstantially all states in the United States and numerous\nmunicipalities in the United States and around the world have adopted\nTransportation Network Company (\"NC\" regulations.\u00a0hese regulations\ngenerally focus on companies that operate websites or mobile apps that\nconnect individual drivers with their own vehicles to passengers willing\nto pay to be driven to their destinations.\u00a0hese regulations often\nrequire TNCs to comply with rules regarding, among other things,\nbackground checks, vehicle inspections, accessible vehicles, driver and\nconsumer safety, insurance, driver training, driver conduct, and other\nsimilar matters.\n\nIn addition, many jurisdictions have adopted regulations that apply to\nhow we classify the Drivers who use our platform. For example,\nCalifornia' Assembly Bill 5 (\"B5\", which went into effect in January\n2020, codified a test to determine whether a worker is an employee under\nCalifornia law. The California Attorney General, in conjunction with the\ncity attorneys for San Francisco, Los Angeles and San Diego, filed a\ncomplaint under AB5, alleging that drivers are misclassified, and sought\nan injunction and monetary damages related to the alleged competitive\nadvantage caused by the alleged misclassification of drivers. Although\nthe Court issued a preliminary injunction enjoining Uber and Lyft from\nclassifying drivers as independent contractors during the pendency of\nthe lawsuit, the parties were granted a stipulation to dissolve the\ninjunction in April 2021. In November 2020, California voters approved\nProposition 22, a California state ballot initiative that provides a\nframework for drivers that use platforms like ours for independent work.\nProposition 22 went into effect in December 2020 and as a result of the\npas"}, {"title": "uber.txt", "text": "sage of Proposition 22, Drivers are able to maintain their status as\nindependent contractors under California law, and we and our competitors\nare required to comply with the provisions of Proposition 22. See the\nsection titled \"isk Factors\"included in Part I, Item 1A and \"ote 14\n--Commitments and Contingencies\"to our consolidated financial statements\nincluded in Part II, Item 8, \"inancial Statements and Supplementary\nData,\"of this Annual Report on Form 10-K.\n\nIn addition, many jurisdictions have municipal bodies that adopted and\nwill adopt regulations that govern our business. For example:\n\n*\u2022*In London, Transport for London (\"fL\" scrutinizes our business on an\non-going basis and we are subject to license reviews at renewal. In\nNovember 2019, TfL declined to issue us a license, finding that we were\nnot \"it and proper,\"including with respect to confidence in our change\nand release management processes. We successfully appealed and since\nSeptember 2020,\n\n6\n\nwe have been operating under a license in London. Our current TfL\nlicense, a 30 month operating license, was granted to us in May 2022.\n\n\u2022Since April 2019, Mexico City' Secretar\u00ed de Movilidad passed several\namendments to existingridesharing regulations implementing certain\noperational requirements, including a prohibition on the use of cash to\npay for ridesharing services and, effective as of November 2019, a\ncomprehensive TNC data sharing requirement and a requirement that\nDrivers in Mexico City obtain additional licenses and annual vehicle\ninspections to provide ridesharing services. Except for the vehicle\ninspection, we obtained an injunction against such operational\nrequirements which, if implemented without modification, could have a\nnegative impact on our business and our failure to comply with such\nregulations may result in a potential revocation of our license to\noperate in Mexico City.\n\n\u2022In addition, in August 2018, New York City approved regulations for the\nlocal for-hire market (which includes our ridesharing products),\nincluding a cap on the number of new vehicle licenses issued to drivers\nwho offer for-hire services. In December 2018, New York City also\nestablished a standard for time and distance designed to establish a\nminimum pay standard for drivers providing for-hire services in New York\nCity, such as those provided by Drivers on our platform. As another\nexample, in October 2020, the Seat"}, {"title": "uber.txt", "text": "tle City Council passed a minimum pay\nstandard for drivers providing services on our platform that went into\neffect on January 1, 2021, and other jurisdictions have in the past\nconsidered or may consider regulations which would implement minimum\nwage requirements or permit drivers to negotiate for minimum wages while\nproviding services on our platform. Similar legislative or regulatory\ninitiatives are being considered or have been enacted in countries\noutside the United States.\n\nSee the section titled \"isk Factors\"included in Part I, Item 1A, \"isk\nFactors\" This uncertainty and fragmented regulatory environment creates\nsignificant complexities for our business and operating model.\n\nAs we continue to expand our offerings, we may be subject to additional\nregulations separate from those that apply to our Mobility products.\n\n*Data Privacy and Protection*\n\nOur technology platform, and the user data we collect and process to run\nour business, are an integral part of our business model and, as a\nresult, our compliance with laws dealing with the collection and\nprocessing of personal data is core to our strategy to improve platform\nuser experience and build trust. Regulators around the worldhave\nadopted or proposed requirements regarding the collection, use,\ntransfer, security, storage, destruction, and other processing of\npersonal data, and these laws are increasing in number, enforcement,\nfines, and other penalties. Two examples of such regulations that have\nsignificant implications for our business are the European Union'\nGeneral Data Protection Regulation (the \"DPR\", a law which went into\neffect in May 2018 and implemented more stringent requirements for\nprocessing personal data relating to individuals in the EU, and the\nCalifornia Consumer Privacy Act (the \"CPA\", which went into effect in\nJanuary 2020 and established new consumer rights and data privacy and\nprotection requirements for covered businesses. U.S. state, city,\nfederal, and foreign regulators are expected to continue proposing and\nadopting significant laws impacting the processing of personally\nidentifiable information and other data relating to individuals, such as\nthe California Privacy Rights Act (\"PRA\" passed in California (effective\nin January 2023), and a draft data protection bill pending in India.\n\n*Payments and Financial Services*\n\nMost jurisdictions in which we operate have laws that govern"}, {"title": "uber.txt", "text": "payment and\nfinancial services activities. For example, our subsidiary in the\nNetherlands, Uber Payments B.V., is registered and authorized as an\nelectronic money institution in support of certain payment activities in\nthe European Economic Area (the \"EA\". Regulators in certain additional\njurisdictions may determine that certain aspects of our business are\nsubject to these laws and could require us to obtain licenses to\ncontinue to operate in such jurisdictions. In addition, laws related to\nmoney transmission and online payments are evolving, and changes in such\nlaws could affect our ability to provide payment processing on our\nplatform. We are continuing to evaluate our options for seeking further\nlicenses and approvals in several other jurisdictions to optimize\npayment solutions and support future growth of our business.\n\n*Antitrust*\n\nCompetition authorities closely scrutinize us under U.S. and foreign\nantitrust and competition laws. An increasing number of governments are\nenforcing competition laws and are doing so with increased scrutiny,\nincluding governments in large markets such as the EU, the United\nStates, Brazil, and India, particularly surrounding issues of pricing\nparity, price-fixing, and abuse of market power. In addition,\ngovernmental agencies and regulators may, among other things, prohibit\nfuture acquisitions, divestitures, or combinations we plan to make,\nimpose significant fines or penalties, require divestiture of certain of\nour assets, or impose other restrictions that limit or require us to\nmodify our operations, including limitations on our contractual\nrelationships with platform users or restrictions on our pricing models.\n\nIntellectual Property\n\nWe believe that our intellectual property is essential to our business\nand affords us a competitive advantage in the markets in which we\noperate. Our intellectual property includes the content of our website,\nmobile applications, registered domain names,\n\n7\n\nsoftware code, firmware, hardware and hardware designs, registered and\nunregistered trademarks, trademark applications, copyrights, trade\nsecrets, inventions (whether or not patentable), patents, and patent\napplications.\n\nTo protect our intellectual property, we rely on a combination of\ncopyright, trademark, patent, and trade secret laws, contractual\nprovisions, end-user policies, and disclosure restrictions. Upon\ndiscovery of potential i"}, {"title": "uber.txt", "text": "nfringement of our intellectual property, we\nassess and when necessary, take action to protect our rights as\nappropriate. We also enter into confidentiality agreements and invention\nassignment agreements with our employees and consultants and seek to\ncontrol access to, and distribution of, our proprietary information in a\ncommercially prudent manner.\n\nResearch and Development\n\nBecause the industries in which we compete are characterized by rapid\ntechnological advances, our ability to compete successfully depends\nheavily upon our ability to ensure a continual and timely flow of\ncompetitive new offerings and technologies. We continue to develop new\ntechnologies to enhance existing offerings and services, and to expand\nthe range of our offerings through research and development (\"&D\" and\nacquisition of third-party businesses and technology.\n\nSeasonality\n\n*Mobility*\n\nWe typically expect to experience seasonal impacts to our operating\nresults as we generate higher Gross Bookings in our fourth quarter\ncompared to other quarters due in part to fourth-quarter holiday and\nbusiness demand, and typically generate lower Gross Bookings in our\nthird quarter compared to other quarters due in partto less usage of\nour platform during peak vacation season in North America and Europe. We\nhave typically experienced quarter-over-quarter declines in Mobility in\nthe first quarter. In 2022, we experienced altered seasonality as a\nresult of the COVID-19 pandemic and related restrictions. These\nprimarily relate to COVID-19 variant outbreaks that drove lower Mobility\nvolume and higher Delivery volume. We expect that seasonality will\nreturn to its historic patterns as recovery from the pandemic continues.\n\n*Delivery*\n\nWe typically expect to experience seasonal impacts to our operating\nresults with increases in our Gross Bookings in the first and fourth\nquarters compared to the second and third quarters, although the\nhistorical growth of Delivery has masked these seasonal fluctuations. In\n2022, we experienced altered seasonality as a result of the COVID-19\npandemic and related restrictions. These primarily relate to COVID-19\nvariant outbreaks that drove lower Mobility volume and higher Delivery\nvolume. We expect that seasonality will return to its historic patterns\nas recovery from the pandemic continues.\n\nHuman Capital at Uber\n\n*Employees*\n\nWe are a global company and as of December\u00a01"}, {"title": "uber.txt", "text": ", 2022, we and our\nsubsidiaries had approximately 32,800 employees globally and operations\nin approximately 70 countries and approximately 10,500 cities around the\nworld. Our human capital strategies are developed and managed by our\nChief People Officer, who reports to the CEO, and are overseen by the\nCompensation Committee and the Board of Directors.\n\nOur success depends in large part on our ability to attract and retain\nhigh-quality management, operations, engineering, and other personnel\nwho are in high demand, are often subject to competing employment\noffers, and are attractive recruiting targets for our competitors.\n\nOur Board of Directors recognizes the strategic importance of these\nissues and the Compensation Committee has incorporated employee\nretention metrics into the compensation packages of our most senior\nexecutives.\n\n*Adapting to a New Way of Working*. In 2022, more than two years after\nwe asked employees who were able to do so work remotely in light of the\nCOVID-19 pandemic, we reopened our offices and welcomed our employees\nback to the office. The world of work has changed significantly in the\nlast two years, and in response we have evolved our work philosophy to\nreflect all that we have learned and what we believe will produce the\nbest results for our employees and our business going forward. Our work\nmodel has shifted to a hybrid model where employees have flexibility to\nwork from home.\n\n*Employee Engagement*. To attract and retain the best talent, we strive\nto establish a culture where people of all backgrounds can find a sense\nof belonging and are able to achieve their highest capability. We\nmeasure how successful we have been in establishing the culture we need\nthrough employee engagement surveys and related tools. We historically\nconducted a semi-annual workforce survey that measures employee\nengagement, overall satisfaction, and well-being. But in 2021, we made a\nshift toward continuous listening by collecting feedback from employees\nthroughout the year and through various channels. We use the results of\nthese regular checks to better understand employees'needs and support\ntheir teams on topics such as well-being, inclusivity, fairness, rewards\nand recognition, and growth opportunities. For example, our hybrid\nreturn-to-office approach was shaped based on employee feedback. In\naddition to the engagement survey results, we also monitor"}, {"title": "uber.txt", "text": "the health of\nour workforce and the success of our people operations\n\n8\n\nthrough monitoring metrics such as attrition, retention, and offer\nacceptance rates, as well as sexual orientation, gender and ethnic\ndiversity.\n\n*Employee Development and Retention*. We believe that employees who have\nopportunities for development are more engaged, satisfied, and\nproductive. Employees are empowered to drive their own growth, whether\nby learning on the job, finding stretch assignments, participating in\nmentorship, or identifying their next opportunity within Uber through\ninternal mobility programs. Employees have access to an internal jobs\nmarketplace for full-time jobs as well as short-term stretch assignments\nthat enable them to have an impact on other areas of the business. Our\ngoal is to help all employees be their best selves by providing programs\nand resources that promote wellness and productivity. This helps our\ndiverse employee base manage life' expected and unexpected events.\nGlobally, Uber offers competitive benefits packages to our employees and\ntheir families. We provide competitive benefits as well as offerings\ntailored to our unique populations.\n\nFor additional discussion, see the risk factor titled \"---ur business\ndepends on retaining and attracting high-quality personnel, and\ncontinued attrition, future attrition, or unsuccessful succession\nplanning could adversely affect our business.\"included in Part I, Item\n1A of this Annual Report on Form 10-K as well as our 2022 People and\nCulture Report, which is available on our website. The information in\nthe 2022 People and Culture report is not a part of this Form 10-K.\n\n*Diversity and Inclusion*\n\nWe believe that great minds don' think alike, and we work hard to ensure\nthat people of diverse backgrounds feel welcome and valued. We encourage\ndifferent opinions and approaches to be heard, and then we come together\nand build. We believe that when employees feel empowered to succeed in a\nwork environment that celebrates, supports, and invests in diversity,\nprogress follows. To achieve our objective to increase diversity in who\nwe hire, we implement processes throughout Uber and measure progress.\nFor example, the Mansfield Rule was implemented by June 2021, to ensure\nthat we have considered women, LGBTQIA+ individuals, people with\ndisabilities, and racially underrepresented talent by requiring that a\ncertain percen"}, {"title": "uber.txt", "text": "tage of candidates considered for leadership roles come\nfrom historically underrepresented groups.\n\nOur Board of Directors recognizes the strategic importance of these\nissues and incorporated employee diversity performance metrics into the\ncompensation packages of our most senior executives.\n\nWe encourage employees who believe they, or any other employee, have\nbeen subjected to discrimination to notify their manager, Uber' People\nTeam or the Integrity Helpline.\n\nAs a company that powers movement, it is our goal to ensure that\neveryone can move freely and safely, whether physically, economically,\nor socially. To do that, we strive to help fight the racism that\npersists across society, be a champion for equity, and create\nopportunities for all, both inside and outside our company. In July\n2020, we announced commitments to becoming a more anti-racist company\nand since then, we have made progress on our commitment to build racial\nequity internally and externally. For example, with the goal of ridding\nracism from our platform, we rolled out anti-racism and unconscious bias\ntraining for riders and drivers in the United States and Brazil.\n\nFor more information regarding our Diversity andInclusion efforts,\nplease see our 2022 People and Culture Report and our 2022 ESG Report,\nwhich are available on our website. The information in these reports is\nnot a part of this Form 10-K.\n\n*Driver and Courier Well-Being*\n\nIn addition to employees discussed above, our business also depends on\nour ability to attract and engage Drivers, consumers, Merchants,\nShippers, and Couriers, as well as contractors and consultants that\nsupport our global operations.\n\nIn relation to those individuals who earn income on our platform, Uber\nis one of the largest open platforms for work in the world, providing\naccessible, flexible work in approximately 70 countries. Drivers are key\nparts of the marketplaces that Uber has created through its apps. A\ndiverse set of people choose to use our platform to earn income without\nhaving to apply for, or work the fixed schedules associated with,\ntraditional employment. We believe this flexibility is an improvement\nover traditional work schedules and is something we believe can and\nshould remain available to anyone who chooses platform-based work. Uber\nmonitors regional and global driver attraction, retention and\nsatisfaction rates.\n\nAccessible, flexible, ind"}, {"title": "uber.txt", "text": "ependent work has offered an option for many\nworkers historically marginalized from the labor market and has enabled\nwide geographic coverage and reliable service offerings for consumers.\nHowever, it is increasingly clear that more can be done to improve the\nexperience of using an app to connect with work opportunities. Although\nthe situation varies across countries and cities, the benefits and\nprotections for independent workers are generally patchy compared with\nthose that employees receive. The current binary system of employment\nclassification under some legal frameworks means that a worker is either\nan employee who is provided significant social benefits or an\nindependent worker who has access to relatively few. This does not have\nto be the case. At Uber, we believe that being your own boss should not\nhave to come at the expense of security and dignity in work. Around the\nworld, Uber has found innovative ways to address these issues.\n\n\u2022Advocacy: We have advocated for wider policy solutions to improve\naccess to protections and benefits for independent workers. We believe\nall work should be treated equally. We also believe that legislative\nreform is needed to modernize the\n\n9\n\nsocial safety net. This includes requiring Uber---nd other app based\ncompanies---o provide benefits and protections to their users without\ncompromising the flexibility of their use of the app. Some recent\nexamples of our advocacy to preserve flexibility of work while expanding\naccess to benefits and protections are as follows:\n\n\u25e6In Washington State, we welcomed a new law that preserves rideshare\ndriver independence and confers new benefits such as minimum earnings\nguarantee, injury protection and paid sick leave.\n\n\u25e6In Chile, the legislature passed a law that incorporates platform\nworkers into the government' healthcare and pensions scheme and\nintroduces new requirements for platform companies such as minimum\nearnings guarantee for time spent actively working, maintain on-app\ninsurance coverage, and provide couriers with safety equipment.\n\n\u2022Protections and benefits: We partner with leading insurance companies\naround the world to pioneer protections for independent workers.\n\n\u2022Earnings: We are continually developing new technology that Drivers can\nuse to acquire information that may help them save on costs and make\ninformed choices about where and when to drive (based on when and where"}, {"title": "uber.txt", "text": "their earnings potential is highest).\n\n\u2022Learning and Growth: We have partnered with learning and academic\ninstitutions to provide opportunities to eligible Drivers and their\nfamily members through undergraduate degree programs and courses on\nentrepreneurship, skills development and language learning. For example,\nsince its launch in 2018, our partnership with Arizona State University\nhas enrolled nearly 5,000 Drivers and their family members in\nundergraduate degree programs online.\n\n\u2022Engagement: We are focused on listening to and responding to the ideas\nand concerns of Drivers and Merchants who use our platform. We believe\nthat the best ideas can come from anywhere, both inside and outside our\ncompany. In locations around the world, we are piloting innovative ways\nfor Drivers to participate in meaningful dialogue with us. In markets\nacross the world, we hold regular meetings with Driver associations and\nconduct regular surveys to gather feedback on our app, our support\nservices, and other matters.\n\nFor additional discussion, see the risk factor titled \"---f we are\nunable to attract or maintain a critical mass of Drivers, consumers,\nmerchants, shippers, and carriers, whether as a result of competition or\nother factors, our platform will become less appealing to platform\nusers, and our financial results would be adversely impacted.\"included\nin Part I, Item 1A of this Annual Report on Form 10-K as well our 2022\nESG Report and our 2022 People and Culture Report. The information in\nthese reports is not a part of this Form 10-K.\n\nAdditional Information\n\nWe were founded in 2009 and incorporated as Ubercab, Inc., a Delaware\ncorporation, in July 2010. In February 2011, we changed our name to Uber\nTechnologies, Inc. Our principal executive offices are located at 1515\n3rd Street, San Francisco, California 94158, and our telephone number is\n(415) 612-8582.\n\nOur website address is www.uber.com and our investor relations website\nis located at https://investor.uber.com. The information posted on our\nwebsite is not incorporated into this Annual Report on Form 10-K. The\nU.S. Securities and Exchange Commission (\"EC\" maintains an Internet site\nthat contains reports, proxy and information statements, and other\ninformation regarding issuers that file electronically with the SEC at\nwww.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form\n10-Q, Current Reports on Fo"}, {"title": "uber.txt", "text": "rm 8-K and amendments to reports filed or\nfurnished pursuant to Sections 13(a) and 15(d) of the Securities\nExchange Act of 1934, as amended, (the \"xchange Act\" are also available\nfree of charge on our investor relations website as soon as reasonably\npracticable after we electronically file such material with, or furnish\nit to, the SEC.\n\nWe webcast our earnings calls and certain events we participate in or\nhost with members of the investment community on our investor relations\nwebsite. Additionally, we provide notifications of news or announcements\nregarding our financial performance, including SEC filings, investor\nevents, press and earnings releases, as part of our investor relations\nwebsite. The contents of these websites are not intended to be\nincorporated by reference into this report or in any other report or\ndocument we file.\n\nITEM 1A. RISK FACTORS\n\n*Certain factors may have a material adverse effect on our business,\nfinancial condition, and results of operations. You should carefully\nconsider the following risks, together with all of the other information\ncontained in this Annual Report on Form 10-K, including the sections\ntitled \"pecial Note Regarding Forward-Looking Statements\"and \"anagement'\nDiscussion and Analysis of Financial Condition and Results of\nOperations\"and our financial statements and the related notes included\nelsewhere in this Annual Report on Form 10-K. Any of the following risks\ncould have an adverse effect on our business, financial condition,\noperating results, or prospects and could cause the trading price of our\ncommon stock to decline, which would cause you to lose all or part of\nyour investment. Our business, financial condition, operating results,\nor prospects could also be harmed by risks and uncertainties not\ncurrently known to us or that we currently do not believe are material.*\n\nRisk Factor Summary\n\n10\n\nThe following are some of these risks, any of which could have an\nadverse effect on our business financial condition, operating results,\nor prospects.\n\n\u2022Our business would be adversely affected if Drivers were classified as\nemployees, workers or quasi-employees instead of independent\ncontractors.\n\n\u2022The mobility, delivery, and logistics industries are highly\ncompetitive, with well-established and low-cost alternatives that have\nbeen available for decades, low barriers to entry, low switching costs,\nand well-capitalized comp"}, {"title": "uber.txt", "text": "etitors in nearly every major geographic\nregion.\n\n\u2022To remain competitive in certain markets, we have in the past lowered,\nand may continue to lower, fares or service fees, and we have in the\npast offered, and may continue to offer, significant Driver incentives\nand consumer discounts and promotions.\n\n\u2022We have incurred significant losses since inception, including in the\nUnited States and other major markets. We expect our operating expenses\nto increase significantly in the foreseeable future, and we may not\nachieve or maintain profitability.\n\n\u2022If we are unable to attract or maintain a critical mass of Drivers,\nconsumers, merchants, Shippers, and Carriers, whether as a result of\ncompetition or other factors, our platform will become less appealing to\nplatform users.\n\n\u2022Our business depends on retaining and attracting high-quality\npersonnel, and continued attrition, future attrition, or unsuccessful\nsuccession planning could adversely affect our business.\n\n\u2022Maintaining and enhancing our brand and reputation is critical to our\nbusiness prospects. We receive significant media coverage, including\nnegative publicity regarding our brand and reputation, and while we have\ntaken significant steps to rehabilitate our brand and reputation,\nfailure to maintain and enhance our brand and reputation will cause our\nbusiness to suffer.\n\n\u2022Our historical workplace culture and forward-leaning approach created\noperational, compliance, and cultural challenges and our efforts to\naddress these challenges may not be successful.\n\n\u2022If we are unable to optimize our organizational structure or\neffectively manage our growth, our financial performance and future\nprospects will be adversely affected.\n\n\u2022Platform users may engage in, or be subject to, criminal, violent,\ninappropriate, or dangerous activity that results in major safety\nincidents, which may harm our ability to attract and retain Drivers,\nconsumers, merchants, Shippers, and Carriers.\n\n\u2022We are making substantial investments in new offerings and\ntechnologies, and may increase such investments in the future. These new\nventures are inherently risky, and we may never realize any expected\nbenefits from them.\n\n\u2022We generate a significant percentage of our Gross Bookings from trips\nin large metropolitan areas, and these operations may be negatively\naffected by economic, social, weather, and regulatory conditions, public\nhealth concerns or"}, {"title": "uber.txt", "text": "other circumstances.\n\n\u2022We may fail to offer autonomous vehicle technologies on our platform,\nfail to offer such technologies on our platform before our competitors,\nor such technologies may fail to perform as expected, may be inferior to\nthose offered by our competitors, or may be perceived as less safe than\nthose offered by competitors or non-autonomous vehicles.\n\n\u2022We have experienced and may experience security or data privacy\nbreaches or other unauthorized or improper access to, use of, alteration\nof or destruction of our proprietary or confidential data, employee\ndata, or platform user data.\n\n\u2022Cyberattacks, including computer malware, ransomware, viruses, denial\nof service attacks, spamming, and phishing attacks could harm our\nreputation, business, and operating results.\n\n\u2022We are subject to climate change risks, including physical and\ntransitional risks, and if we are unable to manage such risks, our\nbusiness may be adversely impacted.\n\n\u2022We have made climate related commitments that require us to invest\nsignificant effort, resources, and management time and circumstances may\narise, including those beyond our control, that may require us to revise\nthe contemplated timeframes for implementing these commitments.\n\n\u2022Outbreaks of contagious disease, such as the COVID-19 pandemic, and the\nimpact of actions to mitigate such pandemic, have adversely affected,\nand future outbreaks of disease may adversely affect, parts of our\nbusiness.\n\n\u2022We rely on third parties maintaining open marketplaces to distribute\nour platform and to provide the software we use in certain of our\nproducts and offerings. If such third parties interfere with the\ndistribution of our products or offerings or with our use of such\nsoftware, our business would be adversely affected.\n\n\u2022We will require additional capital to support the growth of our\nbusiness, and this capital might not be available on reasonable terms or\nat all.\n\n11\n\n\u2022If we are unable to successfully identify, acquire and integrate\nsuitable businesses, our operating results and prospects could be\nharmed, and any businesses we acquire may not perform as expected or be\neffectively integrated.\n\n\u2022We may continue to be blocked from or limited in providing or operating\nour products and offerings in certain jurisdictions, and may be required\nto modify our business model in those jurisdictions as a result.\n\n\u2022Our business is subject to nume"}, {"title": "uber.txt", "text": "rous legal and regulatory risks that\ncould have an adverse impact on our business and future prospects.\n\n\u2022Our business is subject to extensive government regulation and\noversight relating to the provision of payment and financial services.\n\n\u2022We face risks related to our collection, use, transfer, disclosure, and\nother processing of data, which have resulted and may result in\ninvestigations, inquiries, litigation, fines, legislative and regulatory\naction, and negative press about our privacy and data protection\npractices.\n\n\u2022If we are unable to protect our intellectual property, or if third\nparties are successful in claiming that we are misappropriating the\nintellectual property of others, we may incur significant expense and\nour business may be adversely affected.\n\n\u2022The market price of our common stock has been, and may continue to be,\nvolatile or may decline steeply or suddenly regardless of our operating\nperformance, and we may not be able to meet investor or analyst\nexpectations. You may not be able to resell your shares at or above the\nprice you paid and may lose all or part of your investment.\n\nOperational and Economic Risks Related to Our Business\n\n*Operational Risks*\n\n*Our business would be adversely affected if Drivers were classified as\nemployees, workers or quasi-employees.*\n\nThe classification of Drivers is currently being challenged in courts,\nby legislators and by government agencies in the United States and\nabroad. We are involved in numerous legal proceedings globally,\nincluding putative class and collective class action lawsuits, demands\nfor arbitration, charges and claims before administrative agencies, and\ninvestigations or audits by labor, social security, and tax authorities\nthat claim that Drivers should be treated as our employees (or as\nworkers or quasi-employees where those statuses exist), rather than as\nindependent contractors. We believe that Drivers are independent\ncontractors because, among other things, they can choose whether, when,\nand where to provide services on our platform, are free to provide\nservices on our competitors'platforms, and provide a vehicle to perform\nservices on our platform. Nevertheless, we may not be successful in\ndefending the classification of Drivers in some or all jurisdictions.\nFurthermore, the costs associated with defending, settling, or resolving\npending and future lawsuits (including demands for ar"}, {"title": "uber.txt", "text": "bitration) relating\nto the classification of Drivers have been and may continue to be\nmaterial to our business.\n\nIn addition, more than 150,000 Drivers in the United States who have\nentered into arbitration agreements with us have filed (or expressed an\nintention to file) arbitration demands against us that assert similar\nclassification claims. We have resolved the classification claims of a\nmajority of these Drivers under individual settlement agreements,\npursuant to which we have paid approximately \\$521 million as of\nDecember\u00a01, 2022. Furthermore, we are involved in numerous legal\nproceedings regarding the enforceability of arbitration agreements\nentered into with Drivers. If we are not successful in such proceedings,\nthis could negatively impact the enforceability of arbitration\nagreements in other legal proceedings, which could have an adverse\nconsequence on our business and financial condition.\n\nChanges to foreign, state, and local laws governing the definition or\nclassification of independent contractors, or judicial decisions\nregarding independent contractor classification, could require\nclassification of Drivers as employees (or workers or quasi-employees\nwhere those statuses exist) and/or representation of Drivers by labor\nunions. For example, California' Assembly Bill 5 became effective as of\nJanuary 1, 2020. Government authorities and private plaintiffs have\nbrought litigation asserting that Assembly Bill 5 requires Drivers in\nCalifornia to be classified as employees.\n\nIn November 2020, California voters approved Proposition 22, a\nCalifornia state ballot initiative that provides a framework for drivers\nthat use platforms like ours for independent work. Proposition 22 went\ninto effect in December 2020 and we expect that Drivers will be able to\nmaintain their status as independent contractors under California law\nand that we and our competitors will be required to comply with the\nprovisions of Proposition 22. Although our stipulation to dissolve the\nCalifornia Attorney General' preliminary injunction was granted in April\n2021, that litigation remains pending, and we also may face liability\nrelating to periods before the effective date of Proposition 22. Legal\nchallenges, including constitutional challenges, to Proposition 22 have\nbeen and may continue to be filed.\n\nWe face similar challenges in other jurisdictions within the United\nStates and abroa"}, {"title": "uber.txt", "text": "d. For example, in July 2020, the Massachusetts Attorney\nGeneral filed a complaint against Uber and Lyft, alleging that drivers\nare misclassified, and seeking an injunction. If we do not prevail in\ncurrent litigation or similar actions that may be brought in the future,\nwe may be required to treat Drivers as employees and/or make other\nchanges to our business model in certain jurisdictions. If, as a result\nof legislation or judicial decisions, we are required to classify\nDrivers as employees, we would incur significant additional expenses for\ncompensating Drivers,\n\n12\n\nincluding expenses associated with the application of wage and hour laws\n(including minimum wage, overtime, and meal and rest period\nrequirements), employee benefits, social security contributions, taxes\n(direct and indirect), and potential penalties. In this case, we\nanticipate significant price increases for Riders to offset these\nadditional costs; however, we believe that the financial impact to Uber\nwould be moderated by the likelihood of other industry participants\nbeing similarly affected. Additionally, we may not have adequate Driver\nsupply as Drivers may opt out of our platform given the loss of\nflexibility under an employment model, and we may not be able to hire a\nmajority of the Drivers currently using our platform. Further, any such\nreclassification would require us to fundamentally change our business\nmodel, and consequently have an adverse effect on our business, results\nof operations, financial position and cash flows.\n\nOther examples of judicial decisions include a decision by the French\nSupreme Court that a driver for a third-party meal delivery service was\nunder a \"ubordinate relationship\"of the service, indicating an\nemployment relationship, a decision by the French Supreme Court that\nreclassified an UberX Driver as an employee (which has been followed by\ninconsistent appellate decisions regarding employee status), decisions\nby several Swiss governmental bodies ruling that Drivers should be\nclassified as employees for Swiss social security or regulatory\npurposes, a recent Spanish regulation of food delivery platforms that\npresumes employment status and a ruling in September 2021 by a\nNetherlands court that Mobility Drivers are employees within the meaning\nof the taxi collective bargaining agreement.\n\nIn addition, reclassification of Drivers as employees, workers or\nquasi-emp"}, {"title": "uber.txt", "text": "loyees where those statuses exist, have and could lead to\ngroups of Drivers becoming represented by labor unions and similar\norganizations. For example, in May 2021, we formally recognized a UK\ndriver union. If a significant number of Drivers were to become\nunionized and collective bargaining agreement terms were to deviate\nsignificantly from our business model, our business, financial\ncondition, operating results and cash flows could be materially\nadversely affected. In addition, a labor dispute involving Drivers may\nharm our reputation, disrupt our operations and reduce our net revenues,\nand the resolution of labor disputes may increase our costs.\n\nIn addition, if we are required to classify Drivers as employees,\nworkers or quasi-employees, this may impact our current financial\nstatement presentation including revenue, cost of revenue, incentives\nand promotions as further described in our significant and critical\naccounting policies in the section titled \"ritical Accounting\nEstimates\"included in Part II, Item 7 of this Annual Report on Form 10-K\nand Note 1 in the section titled \"otes to the Consolidated Financial\nStatements\"included in Part II, Item 8 of this Annual Report on Form\n10-K.\n\n*The mobility, delivery, and logistics industries are highly\ncompetitive, with well-established and low-cost alternatives that have\nbeen available for decades, low barriers to entry, low switching costs,\nand well-capitalized competitors in nearly every major geographic\nregion. If we are unable to compete effectively in these industries, our\nbusiness and financial prospects would be adversely impacted.*\n\nOur platform provides offerings in the mobility, delivery, and logistics\nindustries. We compete on a global basis, and the markets in which we\ncompete are highly fragmented. We face significant competition in each\nof the mobility and delivery industries globally and in the logistics\nindustry in the United States and Canada from existing,\nwell-established, and low-cost alternatives, and in the future we expect\nto face competition from new market entrants given the low barriers to\nentry that characterize these industries. In addition, within each of\nthese markets, the cost to switch between products is low. Consumers\nhave a propensity to shift to the lowest-cost or highest-quality\nprovider; Drivers have a propensity to shift to the platform with the\nhighest earnings potential"}, {"title": "uber.txt", "text": "; restaurants and other merchants have a\npropensity to shift to the delivery platform that offers the lowest\nservice fee for their meals and other goods and provides the highest\nvolume of orders; and Shippers and Carriers have a propensity to shift\nto the platform with the best price and most convenient service for\nhauling shipments.\n\nFurther, while we work to expand globally and introduce new products and\nofferings across a range of industries, many of our competitors remain\nfocused on a limited number of products or on a narrow geographic scope,\nallowing them to develop specialized expertise and employ resources in a\nmore targeted manner than we do. As we and our competitors introduce new\nproducts and offerings, and as existing products evolve, we expect to\nbecome subject to additional competition. In addition, our competitors\nmay adopt certain of our product features, or may adopt innovations that\nDrivers, consumers, merchants, Shippers, and Carriers value more highly\nthan ours, which would render our products less attractive or reduce our\nability to differentiate our products. Increased competition could\nresult in, among other things, a reduction of the revenue we generate\nfromthe use of our platform, the number of platform users, the\nfrequency of use of our platform, and our margins.\n\nWe face competition in each of our offerings, including:\n\n\u2022*Mobility*. Our Mobility offering competes with personal vehicle\nownership and usage, which accounts for the majority of passenger miles\nin the markets that we serve, and traditional transportation services,\nincluding taxicab companies and taxi-hailing services, livery and other\ncar services. In addition, public transportation can be a superior\nsubstitute to our Mobility offering and in many cases, offers a faster\nand lower-cost travel option in many cities. We also compete with other\nridesharing companies, including certain of our minority-owned\naffiliates, for Drivers and riders, including Lyft, Ola, Didi, Grab,\nBolt, and our Yandex.Taxi joint venture.\n\n\u2022*Delivery*. Our Delivery offering competes with numerous companies in\nthe meal, grocery and other delivery space in\n\n13\n\nvarious regions for Drivers, consumers, and merchants, including\nDoorDash, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery\nHero, Just Eat Takeaway, and Amazon. Our Delivery offering also competes\nwith restaurants, including those t"}, {"title": "uber.txt", "text": "hat offer their own delivery and/or\ntake-away, meal kit delivery services, grocery delivery services, and\ntraditional grocers.\n\n\u2022*Freight.* Our Freight offering competes with global and North American\nfreight brokers and managed transportation providers such as C.H.\nRobinson, Total Quality Logistics, XPO Logistics, Convoy, Echo Global\nLogistics, Coyote, Transfix, DHL, and NEXT Trucking.\n\nMany of our competitors are well-capitalized and offer discounted\nservices, Driver incentives, consumer discounts and promotions,\ninnovative products and offerings, and alternative pricing models, which\nmay be more attractive to consumers than those that we offer. Further,\nsome of our current or potential competitors have, and may in the future\ncontinue to have, greater resources and access to larger Driver,\nconsumer, merchant, Shipper, or Carrier bases in a particular geographic\nmarket. In addition, our competitors in certain geographic markets enjoy\nsubstantial competitive advantages such as greater brand recognition,\nlonger operating histories, larger marketing budgets, better localized\nknowledge, and more supportive regulatory regimes. As a result, such\ncompetitors may be able to respond more quickly and effectively than us\nin such markets to new or changing opportunities, technologies, consumer\npreferences, regulations, or standards, which may render our products or\nofferings less attractive. In addition, future competitors may share in\nthe effective benefit of any regulatory or governmental approvals and\nlitigation victories we may achieve, without having to incur the costs\nwe have incurred to obtain such benefits.\n\nAs a result of certain divestitures, we are contractually restricted\nfrom competing with our minority-owned affiliates with respect to\ncertain aspects of our business, including in China through August 2023,\nRussia/CIS through February 2025, Southeast Asia through the later of\nMarch 2023 or one year after we dispose of all interests in Grab, and\nthe United States, Canada, Australia, New Zealand and certain parts of\nEurope with respect to e-bikes and e-scooters through May 2023, while\nnone of our minority-owned affiliates are restricted from competing with\nus anywhere in the world. Didi currently competes with us in certain\ncountries in Latin America and in Australia. In addition, our\nYandex.Taxi joint venture currently competes with us in certain\ncountries"}, {"title": "uber.txt", "text": "in Europe and Africa. As Didi and our other minority-owned\naffiliates continue to expand their businesses, they may in the future\ncompete with us in additional geographic markets. In addition, we are\ncontractually restricted from competing with some of our majority-owned\naffiliates with respect to certain aspects of our business, including\ncompeting against Uber Freight with respect to freight brokerage.\n\nAdditionally, if we are unable to obtain regulatory approval of our\nacquisitions, we may not ultimately consummate such acquisitions or may\nconsummate them only in jurisdictions where antitrust approval is\nobtained. Further, in order to obtain regulatory approval of\nacquisitions, we may be required to divest all or part of our or the\ntarget company' operations or agree to other remedies. Any such remedies\ncould result in additional competition in some or all markets.\n\nFor all of these reasons, we may not be able to compete successfully\nagainst our current and future competitors. Our inability to compete\neffectively would have an adverse effect on, or otherwise harm, our\nbusiness, financial condition, and operating results.\n\n*To remain competitive in certain markets, we have in thepast lowered,\nand may continue to lower, fares or service fees, and we have in the\npast offered, and may continue to offer, significant Driver incentives\nand consumer discounts and promotions, which has adversely affected and\nmay continue to adversely affect our financial performance.*\n\nTo remain competitive in certain markets and generate network scale and\nliquidity, we have in the past lowered, and may continue to lower, fares\nor service fees, and we have offered and may continue to offer\nsignificant Driver incentives and consumer discounts and promotions. At\ntimes, in certain geographic markets, we have offered, and may continue\nto offer, Driver incentives that cause the total amount of the fare that\na Driver retains, combined with the Driver incentives a Driver receives\nfrom us, to increase, at times meeting or exceeding the amount of Gross\nBookings we generate for a given Trip. In certain geographic markets and\nregions, we do not have a leading category position, which may result in\nus choosing to further increase the amount of Driver incentives and\nconsumer discounts and promotions that we offer in those geographic\nmarkets and regions. We cannot assure you that offering such"}, {"title": "uber.txt", "text": "Driver\nincentives and consumer discounts and promotions will be successful.\nDriver incentives, consumer discounts, promotions, and reductions in\nfares and our service fee have negatively affected, and will continue to\nnegatively affect, our financial performance. Additionally, we rely on\npricing models to calculate consumer fares and Driver earnings, which\nhave been modified over time and will likely in the future be modified,\nand pricing models at times vary based upon jurisdiction. We cannot\nassure you that our pricing models or strategies will be successful in\nattracting consumers and Drivers. For example, changes we have made in\nCalifornia to the information that Drivers see in the application, as\nwell as pricing and offer structure changes, adversely impacted usage of\nthe application. If we are unable to successfully manage these and\nsimilar kinds of changes in the future, our business may be adversely\nimpacted.\n\nThe markets in which we compete have attracted significant investments\nfrom a wide range of funding sources, and we anticipate that many of our\ncompetitors will continue to be highly capitalized. Moreover, certain of\nour stockholders have made substantial investmentsin certain of our\ncompetitors and may increase such investments, make new investments in\nother competitors, or enter into strategic transactions with competitors\nin the future. These investments or strategic transactions, along with\nother competitive advantages discussed above, may allow our competitors\nto compete more effectively against us and continue to lower their\nprices, offer Driver incentives or consumer discounts and promotions, or\notherwise attract Drivers, consumers, merchants, Shippers, and\n\n14\n\nCarriers to their platform and away from ours. Such competitive\npressures may lead us to maintain or lower fares or service fees or\nmaintain or increase our Driver incentives and consumer discounts and\npromotions. Ridesharing and certain other categories in which we compete\nare relatively nascent, and we cannot guarantee that they will stabilize\nat a competitive equilibrium that will allow us to achieve\nprofitability.\n\n*We have incurred significant losses since inception, including in the\nUnited States and other major markets. We expect our operating expenses\nto increase significantly in the foreseeable future, and we may not\nachieve or maintain profitability.*\n\nWe have incurre"}, {"title": "uber.txt", "text": "d significant losses since inception. We incurred\noperating losses of \\$4.9 billion, \\$3.8 billion and \\$1.8 billion in\nthe years ended December 31, 2020, 2021 and 2022, and as of December\u00a01,\n2022, we had an accumulated deficit of \\$32.8 billion. We will need to\ngenerate and sustain increased revenue levels and decrease proportionate\nexpenses in future periods to achieve profitability in many of our\nlargest markets, including in the United States, and even if we do, we\nmay not be able to maintain or increase profitability. We may continue\nto incur losses in the near term as a result of substantial increases in\nour operating expenses, as we continue to invest in order to: increase\nthe number of Drivers, consumers, merchants, Shippers, and Carriers\nusing our platform through incentives, discounts, and promotions; expand\nwithin existing or into new markets; increase our research and\ndevelopment expenses; expand marketing channels and operations; hire\nadditional employees; and add new products and offerings to our\nplatform. These efforts may prove more expensive than we anticipate, and\nwe may not succeed in increasing our revenue sufficiently to offset\nthese expenses. Many of our efforts to generate revenue are new and\nunproven, and any failure to adequately increase revenue or contain the\nrelated costs could prevent us from attaining or increasing\nprofitability. In addition, we sometimes introduce new products that we\nexpect to add value to our overall platform and network but which we\nexpect will generate lower Gross Bookings per Trip or a lower Take Rate.\nFurther, we charge a lower service fee to certain of our largest chain\nrestaurant partners on our Delivery offering to grow the number of\nDelivery consumers, which may at times result in a negative take rate\nwith respect to those transactions after considering amounts collected\nfrom consumers and paid to Drivers. As we expand our offerings to\nadditional cities, our offerings in these cities may be less profitable\nthan the markets in which we currently operate. As such, we may not be\nable to achieve or maintain profitability in the near term, in\naccordance with our expectations, or at all. Additionally, we may not\nrealize the operating efficiencies we expect to achieve as a result of\nour acquisition of Careem, Postmates or other acquired companies, and\nmay continue to incur significant operating losses in the"}, {"title": "uber.txt", "text": "United States,\nMiddle East, North Africa, and Pakistan in the future. Even if we do\nexperience operating efficiencies, our operating results may not\nimprove, at least in the near term.\n\n*If we are unable to attract or maintain a sufficient number of Drivers,\nconsumers, merchants, Shippers, and Carriers, whether as a result of\ncompetition or other factors, our platform will become less appealing to\nplatform users, and our financial results would be adversely impacted.*\n\nOur success in a given geographic market significantly depends on our\nability to develop our network scale and liquidity in that geographic\nmarket by attracting Drivers, consumers, merchants, Shippers, and\nCarriers to our platform. If Drivers choose not to offer their services\nthrough our platform, we may lack a sufficient supply of Drivers to\nattract consumers and merchants to our platform. We have experienced and\nexpect to continue to experience Driver supply constraints in most\ngeographic markets in which we operate. To the extent that we experience\nDriver supply constraints in a given market, we may need to increase or\nmay not be able to reduce the Driver incentives that we offer without\nadversely affecting thesupply liquidity that we experience in that\nmarket. Similarly, if Carriers choose not to offer their services\nthrough our platform or elect to use other freight brokers, we may lack\na sufficient supply of Carriers in specific geographic markets to\nattract Shippers to our platform. Furthermore, if merchants choose to\npartner with other delivery services in a specific geographic market, or\nif merchants choose to engage exclusively with our competitors, other\nmerchant marketing websites, or other delivery services, we may lack a\nsufficient variety and supply of restaurant and other merchant options,\nor lack access to the most popular restaurants, such that our Delivery\noffering will become less appealing to consumers and merchants. A\nsignificant amount of our Delivery Gross Bookings come from a limited\nnumber of large restaurant groups and other merchants, and this\nconcentration increases the risk of fluctuations in our operating\nresults and our sensitivity to any material adverse developments\nexperienced by our significant restaurant partners. If platform users\nchoose to use other ridesharing, meal delivery, or logistics services,\nwe may lack sufficient opportunities for Drivers to e"}, {"title": "uber.txt", "text": "arn a fare,\nCarriers to book a shipment, or restaurants to provide a meal, which may\nreduce the perceived utility of our platform. An insufficient supply of\nplatform users would decrease our network liquidity and adversely affect\nour revenue and financial results. Although we may benefit from having\nlarger scale and liquidity than some competitors, those network effects\nmay not result in competitive advantages or may be overcome by smaller\ncompetitors. Maintaining a balance between supply and demand in any\ngiven area at any given time and our ability to execute operationally\nmay be more important to service quality than the absolute size of the\nnetwork. If our service quality diminishes or our competitors'products\nachieve greater market adoption, our competitors may be able to grow at\na quicker rate than we do and may diminish our network effect.\n\nOur number of platform users may decline materially or fluctuate as a\nresult of many factors, including, among other things, dissatisfaction\nwith the operation of our platform, the price of fares, meals, and\nshipments (including a reduction in incentives), dissatisfaction with\nthe quality of service provided by the Drivers and merchants on our\nplatform, quality of platform user support, dissatisfaction with the\nmerchant selection on Delivery, negative publicity related to our brand,\nincluding as a result of safety incidents and corporate reporting\nrelated to safety, perceived political or geopolitical affiliations, a\npandemic or an outbreak of disease or similar public health concern, or\nfear of such an event, treatment of Drivers, perception that our culture\nhas not fundamentally changed,\n\n15\n\ndissatisfaction with changes we make to our products and offerings, or\ndissatisfaction with our products and offerings in general. In addition,\nif we are unable to provide high-quality support to platform users or\nrespond to reported incidents, including safety incidents, in a timely\nand acceptable manner, our ability to attract and retain platform users\ncould be adversely affected. If Drivers, consumers, merchants, Shippers,\nand Carriers do not establish or maintain active accounts with us, if a\nsocial media or other campaign encouraging users to cease use of our\nplatform takes hold, if we fail to provide high-quality support, or if\nwe cannot otherwise attract and retain a large number of Drivers,\nconsumers, merchants, Ship"}, {"title": "uber.txt", "text": "pers, and Carriers, our revenue would decline,\nand our business would suffer.\n\nThe number of Drivers and merchants on our platform could decline or\nfluctuate as a result of a number of factors, including Drivers ceasing\nto provide their services through our platform, passage or enforcement\nof local laws limiting our products and offerings, the low switching\ncosts between competitor platforms or services, and dissatisfaction with\nour brand or reputation, pricing models (including potential reductions\nin incentives), ability to prevent safety incidents, or other aspects of\nour business. While we aim to provide an earnings opportunity comparable\nto that available in retail, wholesale, or merchant services or other\nsimilar work, we continue to experience dissatisfaction with our\nplatform from a significant number of Drivers. In particular, as we aim\nto reduce Driver incentives to improve our financial performance, we\nexpect Driver dissatisfaction will generally increase.\n\nOften, we are forced to make tradeoffs between the satisfaction of\nvarious platform users, as a change that one category of users views as\npositive will likely be viewed as negative to another category of users.\nWe also take certain measures to protect against fraud, help increase\nsafety, and prevent privacy and security breaches, including terminating\naccess to our platform for users with low ratings or reported incidents,\nand imposing certain qualifications for Drivers and merchants, which may\ndamage our relationships with platform users or discourage or diminish\ntheir use of our platform. Further, we are investing in our autonomous\nvehicle strategy, which may add to Driver dissatisfaction over time, as\nit may reduce the need for Drivers. Driver dissatisfaction has in the\npast resulted in protests by Drivers in various regions, including\nIndia, the United Kingdom, and the United States. Such protests have\nresulted, and any future protests may result, in interruptions to our\nbusiness. Continued Driver dissatisfaction may also result in a decline\nin our number of platform users, which would reduce our network\nliquidity, and which in turn may cause a further decline in platform\nusage. Any decline in the number of Drivers, consumers, merchants,\nShippers, or Carriers using our platform would reduce the value of our\nnetwork and would harm our future operating results.\n\nIn addition, changes in Drive"}, {"title": "uber.txt", "text": "r qualification and background-check\nrequirements may increase our costs and reduce our ability to onboard\nadditional Drivers to our platform. Our Driver qualification and\nbackground check process varies by jurisdiction, and there have been\nallegations, including from regulators, legislators, prosecutors,\ntaxicab owners, and consumers, that our background check process is\ninsufficient or inadequate. With respect to Drivers who are only\neligible to make deliveries through Delivery, our qualification and\nbackground check standards are generally less extensive than the\nstandards for Drivers who are eligible to provide rides through our\nMobility products. Legislators and regulators may pass laws or adopt\nregulations in the future requiring Drivers to undergo a materially\ndifferent type of qualification, screening, or background check process,\nor that limit our ability to access information used in the background\ncheck process in an efficient manner, which could be costly and\ntime-consuming. Required changes in the qualification, screening, and\nbackground check process (including any changes to such processes of\nCareem, Postmates or other acquired companies) could also reduce the\nnumberof Drivers in those markets or extend the time required to\nrecruit new Drivers to our platform, which would adversely impact our\nbusiness and growth. Furthermore, we rely on a single background-check\nprovider in certain jurisdictions, and we may not be able to arrange for\nadequate background checks from a different provider on commercially\nreasonable terms or at all. The failure of this provider to provide\nbackground checks on a timely basis would result in our inability to\nonboard new Drivers or retain existing Drivers undergoing periodic\nbackground checks that are required to continue using our platform.\n\n*Maintaining and enhancing our brand and reputation is critical to our\nbusiness prospects. We receive significant media coverage, including\nnegative publicity regarding our brand and reputation, and while we have\ntaken significant steps to rehabilitate our brand and reputation,\nfailure to maintain or enhance our brand and reputation will cause our\nbusiness to suffer.*\n\nMaintaining and enhancing our brand and reputation is critical to our\nability to attract new employees and platform users, to preserve and\ndeepen the engagement of our existing employees and platform users, and\nt"}, {"title": "uber.txt", "text": "o mitigate legislative or regulatory scrutiny, litigation, government\ninvestigations, and adverse platform user sentiment.\n\nWe receive a high degree of negative media coverage around the world,\nwhich adversely affects our brand and reputation and fuels distrust of\nour company. Negative publicity, particularly related to the period\nprior to and through 2017, adversely affects our brand and reputation,\nmakes it difficult for us to attract and retain platform users, reduces\nconfidence in and use of our products and offerings, invites continued\nlegislative and regulatory scrutiny, and results in additional\nlitigation and governmental investigations. As a result, our competitors\nraised additional capital, increased their investments in certain\nmarkets, and improved their category positions and market shares, and\nmay continue to do so.\n\nWe recently released a second safety report, which provides the public\nwith data related to reports of sexual assaults and other critical\nsafety incidents claimed to have occurred on our platform in the United\nStates. Public responses to our safety reports or any future safety\nreports or similar public reporting of safety incidents claimed to have\noccurred on our platform, which may include disclosure of reports\nprovided to regulators and other government authorities, as well as\npublic responses to any third party\n\n16\n\nassessments of our civil rights impact, may continue to result in\npositive and negative media coverage and increased regulatory scrutiny\nand could adversely affect our reputation with platform users. Further\nunfavorable media coverage and negative publicity could adversely impact\nour financial results and future prospects. As our platform continues to\nscale and becomes increasingly interconnected, resulting in increased\nmedia coverage and public awareness of our brand, future damage to our\nbrand and reputation could have an amplified effect on our various\nplatform offerings. Additionally, some of our acquired and\nmajority-owned companies, including Careem, Postmates and Cornershop,\nhave or will continue to use their own brands and/or operate their own\napps in parallel with our brand and apps, and any damage or reputational\nharm to their brands could adversely impact our brand and reputation.\n\nOur brand and reputation might also be harmed by events outside of our\ncontrol. For example, we have licensed our brand in con"}, {"title": "uber.txt", "text": "nection with\ncertain divestitures and joint ventures, including to Didi in China and\nto our Yandex.Taxi joint venture in Russia/CIS, and while we have\ncertain contractual protections in place governing the use of our brand\nby these companies, we do not control these businesses, we are not able\nto anticipate their actions, and consumers may not be aware that these\nservice providers are not controlled by us. Additionally, in light of\nthe conflict between Russia and Ukraine, we announced that we are\nactively looking for opportunities to accelerate the sale of our\nremaining holdings in our Yandex.Taxi joint venture. Furthermore, if\nDrivers, merchants, or Carriers provide diminished quality of service,\nare involved in incidents regarding safety or privacy, engage in\nmalfeasance, or otherwise violate the law, we may receive unfavorable\npress coverage and our reputation and business may be harmed. As a\nresult, any of these third parties could take actions that result in\nharm to our brand, reputation, and consequently, our business.\n\nWhile we have taken significant steps to rehabilitate our brand and\nreputation, the successful rehabilitation of our brand will depend\nlargely on maintaininga good reputation, minimizing the number of\nsafety incidents, continuing an improved culture and workplace\npractices, improving our compliance programs, maintaining a high quality\nof service and ethical behavior, and continuing our marketing and public\nrelations efforts. Our brand promotion, reputation building, and media\nstrategies have involved significant costs and may not be successful. We\nanticipate that other competitors and potential competitors will expand\ntheir offerings, which will make maintaining and enhancing our\nreputation and brand increasingly more difficult and expensive. If we\nfail to successfully maintain our brand in the current or future\ncompetitive environment or if events occur in the future which\nnegatively affect public perception of our company, our brand and\nreputation would be further damaged and our business may suffer.\n\n*Our historical workplace culture and forward-leaning approach created\noperational, compliance, and cultural challenges, and a failure to\naddress these challenges would adversely impact our business, financial\ncondition, operating results, and prospects.*\n\nOur historical workplace culture and forward-leaning approach created\nsignificant"}, {"title": "uber.txt", "text": "operational and cultural challenges that have in the past\nharmed, and may in the future continue to harm, our business results and\nfinancial condition. Our prior failure to prioritize compliance has led\nto increased regulatory scrutiny globally. Although we have since made\nchanges in our company' cultural values and composition of our\nleadership team and have an ongoing commitment to promote transparency\nand collaboration, regulators may continue to perceive us negatively,\nwhich would adversely impact our business, financial condition,\noperating results, and prospects.\n\nOur historical workplace culture also created a lack of transparency\ninternally, which resulted in siloed teams that lacked coordination and\nknowledge sharing, causing misalignment and inefficiencies in\noperational and strategic objectives. Although we have since embraced a\nculture of enhanced transparency, these efforts may not be successful.\n\n*Our workforce and operations have grown substantially since our\ninception and we have in the past implemented several reductions in\nworkforce. If we are unable to optimize our organizational structure or\neffectively manage our growth or any future reductions in workforce, our\nfinancial performance and future prospects will be adversely affected.*\n\nSince our inception, we have experienced rapid growth in the United\nStates and internationally. This expansion increases the complexity of\nour business and has placed, and will continue to place, significant\nstrain on our management, personnel, operations, systems, technical\nperformance, financial resources, and internal financial control and\nreporting functions. We may not be able to manage our growth\neffectively, which could damage our reputation and negatively affect our\noperating results.\n\nAs our operations have expanded, we have grown from 159 employees as of\nDecember 31, 2012 to approximately 32,800 global employees as of\nDecember\u00a01, 2022, of whom approximately 19,200 were located outside the\nUnited States. We expect the total number of our employees located\noutside the United States to increase as we expand globally. Properly\nmanaging our growth will require us to continue to hire, train, and\nmanage qualified employees and staff, including engineers, operations\npersonnel, financial and accounting staff, and sales and marketing\nstaff, and to improve and maintain our technology. If our new hires\nperfor"}, {"title": "uber.txt", "text": "m poorly, if we are unsuccessful in hiring, training, managing,\nand integrating new employees and staff, or if we are not successful in\nretaining our existing employees and staff, our business may be harmed.\nMoreover, in order to optimize our organizational structure, we have\nimplemented several reductions in workforce and restructurings,\nincluding in response to the COVID-19 pandemic and its impact on our\nbusiness, and may in the future implement other reductions in workforce.\nAny reduction in workforce or restructuring may yield unintended\nconsequences and costs, such as attrition beyond the intended reduction\nin workforce, the distraction of employees, or reduced employee morale\nand could adversely affect our reputation as an employer, which could\nmake it more difficult for us to hire new employees in the future and\nincrease the risk that we may not achieve the anticipated benefits from\nthe reduction in workforce. Properly managing our growth or any\nreductions in workforce will require us to establish consistent policies\nacross regions and functions, and a failure to do so could likewise harm\nour business.\n\n17\n\nOur failure to upgrade our technology or network infrastructure\neffectively to support our growth could result in unanticipated system\ndisruptions, slow response times, or poor experiences for Drivers,\nconsumers, merchants, Shippers, and Carriers. To manage the growth of\nour operations and personnel and improve the technology that supports\nour business operations, as well as our financial and management\nsystems, disclosure controls and procedures, and internal controls over\nfinancial reporting, we will be required to commit substantial\nfinancial, operational, and technical resources. In particular, we will\nneed to improve our transaction processing and reporting, operational,\nand financial systems, procedures, and controls. For example, due to our\nsignificant growth, especially with respect to our high-growth emerging\nofferings like Delivery and Freight, we face challenges in timely and\nappropriately designing controls in response to evolving risks of\nmaterial misstatement. These improvements are and will be particularly\nchallenging when we acquire new businesses with different systems. Our\ncurrent and planned personnel, systems, procedures, and controls may not\nbe adequate to support our future operations. If we are unable to expand\nour operations"}, {"title": "uber.txt", "text": "and hire additional qualified personnel in an efficient\nmanner, or if our operational technology is insufficient to reliably\nservice Drivers, consumers, merchants, Shippers, or Carriers, platform\nuser satisfaction will be adversely affected and may cause platform\nusers to switch to our competitors'platforms, which would adversely\naffect our business, financial condition, and operating results.\n\nOur organizational structure is complex and will continue to grow as we\nadd additional Drivers, consumers, merchants, Carriers, Shippers,\nemployees, products and offerings, and technologies, and as we continue\nto expand globally. We will need to improve our operational, financial,\nand management controls as well as our reporting systems and procedures\nto support the growth of our organizational structure. We will require\ncapital and management resources to grow and mature in these areas. If\nwe are unable to effectively manage the growth of our business, the\nquality of our platform may suffer, and we may be unable to address\ncompetitive challenges, which would adversely affect our overall\nbusiness, operations, and financial condition.\n\n*If platform users engage in, or are subject to, criminal, violent,\ninappropriate, or dangerous activity that results in major safety\nincidents, our ability to attract and retain Drivers, consumers,\nmerchants, Shippers, and Carriers may be harmed, which could have an\nadverse impact on our reputation, business, financial condition, and\noperating results.*\n\nWe are not able to control or predict the actions of platform users and\nthird parties, either during their use of our platform or otherwise, and\nwe may be unable to protect or provide a safe environment for Drivers\nand consumers as a result of certain actions by Drivers, consumers,\nmerchants, Carriers, and third parties. Such actions may result in\ninjuries, property damage, or loss of life for consumers and third\nparties, or business interruption, brand and reputational damage, or\nsignificant liabilities for us. Although we administer certain\nqualification processes for users of our platform, including background\nchecks on Drivers through third-party service providers, these\nqualification processes and background checks may not expose all\npotentially relevant information and are limited in certain\njurisdictions according to national and local laws, and our third-party\nservice providers"}, {"title": "uber.txt", "text": "may fail to conduct such background checks adequately\nor disclose information that could be relevant to a determination of\neligibility. Further, the qualification and background check standards\nfor Couriers are generally less extensive than those conducted for\nMobility Drivers. In addition, we do not independently test\nDrivers'driving skills. Consequently, we expect to continue to receive\ncomplaints from riders and other consumers, as well as actual or\nthreatened legal action against us related to Driver conduct. We have\nalso faced civil litigation alleging, among other things, inadequate\nDriver qualification processes and background checks, and general\nmisrepresentations regarding the safety of our platform.\n\nIf Drivers or Carriers, or individuals impersonating Drivers or\nCarriers, engage in criminal activity, misconduct, or inappropriate\nconduct or use our platform as a conduit for criminal activity,\nconsumers and Shippers may not consider our products and offerings safe,\nand we may receive negative press coverage as a result of our business\nrelationship with such Driver or Carrier, which would adversely impact\nour brand, reputation, and business. There have been numerous incidents\nand allegations worldwide of Drivers, or individuals impersonating\nDrivers, sexually assaulting, abusing, kidnapping and/or fatally\ninjuring consumers, or otherwise engaging in criminal activity while\nusing our platform or claiming to use our platform. Furthermore, if\nconsumers engage in criminal activity or misconduct while using our\nplatform, Drivers and merchants may be unwilling to continue using our\nplatform. In addition, certain regions where we operate have high rates\nof violent crime, which has impacted Drivers and consumers in those\nregions. For example, in Latin America, there have been numerous and\nincreasing reports of Drivers and consumers being victimized by violent\ncrime, such as armed robbery, violent assault, and rape, while taking or\nproviding a trip on our platform. If other criminal, inappropriate, or\nother negative incidents occur due to the conduct of platform users or\nthird parties, our ability to attract platform users may be harmed, and\nour business and financial results could be adversely affected.\n\nPublic reporting or disclosure of reported safety information, including\ninformation about safety incidents reportedly occurring on or related to\nour platf"}, {"title": "uber.txt", "text": "orm, whether generated by us or third parties such as media or\nregulators, may adversely impact our business and financial results.\n\nFurther, we may be subject to claims of significant liability based on\ntraffic accidents, deaths, injuries, or other incidents that are caused\nby Drivers, consumers, or third parties while using our platform, or\neven when Drivers, consumers, or third parties are not actively using\nour platform. On a smaller scale, we may face litigation related to\nclaims by Drivers for the actions of consumers or third parties.\nFurthermore, operating a motor vehicle is inherently dangerous. In\naddition, the growth of our Delivery offering has led to an increase in\nCouriers on two wheel vehicles such as scooters and bicycles, who are\nmore vulnerable road users and face a more severe level of injury in the\nevent of a collision than that faced while driving in a vehicle. For\nexample, urban hazards such as unpaved or uneven roadways increase the\nrisk and severity of potential injuries. In addition, Couriers, in\nparticular those on two wheel vehicles\n\n18\n\npredominantly in metropolitan areas, need to share, navigate, and at\ntimes contend with narrow and heavily congested roads occupied by cars,\nbuses and light rail, especially during \"ush\"hours, all of which\nheighten the potential risk of injuries or death. Our auto liability and\ngeneral liability insurance policies may not cover all potential claims\nto which we are exposed, and may not be adequate to indemnify us for all\nliability. These incidents may subject us to liability and negative\npublicity, which would increase our operating costs and adversely affect\nour business, operating results, and future prospects. Even if these\nclaims do not result in liability, we will incur significant costs in\ninvestigating and defending against them. As we expand our products and\nofferings, such as Freight, this insurance risk will grow.\n\n*We are making substantial investments in new offerings and\ntechnologies, and may increase such investments in the future. These new\nventures are inherently risky, and we may never realize any expected\nbenefits from them.*\n\nWe have made substantial investments to develop new offerings and\ntechnologies, and we intend to continue investing significant resources\nin developing new technologies, tools, features, services, products and\nofferings. For example, through our acquisition o"}, {"title": "uber.txt", "text": "f Cornershop, a\nprovider of online grocery delivery in several countries including\nMexico and Chile, we expanded our Delivery offering to grocery delivery.\nAdditionally, in October 2021, we acquired The Drizly Group, Inc., which\noperates an on-demand alcohol marketplace in North America, in order to\nfurther expand our Delivery offering to alcohol. In November 2021, our\nsubsidiary Uber Freight acquired Transplace, expanding Uber Freight'\nbusiness through Transplace' expertise in transportation management. We\nalso plan to invest significant resources to develop and expand new\nofferings and technologies in the markets in which Careem and Postmates\noperate. If we do not spend our development budget efficiently or\neffectively on commercially successful and innovative technologies, we\nmay not realize the expected benefits of our strategy. Our new\ninitiatives also have a high degree of risk, as each involves nascent\nindustries and unproven business strategies and technologies with which\nwe have limited or no prior development or operating experience. Because\nsuch offerings and technologies are new, they will likely involve claims\nand liabilities (including, but not limited to, personal injury claims),\nexpenses, regulatory challenges, and other risks, some of which we do\nnot currently anticipate.\n\nThere can be no assurance that consumer demand for such initiatives will\nexist or be sustained at the levels that we anticipate, or that any of\nthese initiatives will gain sufficient traction or market acceptance to\ngenerate sufficient revenue to offset any new expenses or liabilities\nassociated with these new investments. It is also possible that products\nand offerings developed by others will render our products and offerings\nnoncompetitive or obsolete. Further, our development efforts with\nrespect to new products, offerings and technologies could distract\nmanagement from current operations, and will divert capital and other\nresources from our more established products, offerings and\ntechnologies. Even if we are successful in developing new products,\nofferings or technologies, regulatory authorities may subject us to new\nrules or restrictions in response to our innovations that could increase\nour expenses or prevent us from successfully commercializing new\nproducts, offerings or technologies. If we do not realize the expected\nbenefits of our investments, our business, fi"}, {"title": "uber.txt", "text": "nancial condition,\noperating results, and prospects may be harmed.\n\n*Our business is substantially dependent on operations outside the\nUnited States, including those in markets in which we have limited\nexperience, and if we are unable to manage the risks presented by our\nbusiness model internationally, our financial results and future\nprospects will be adversely impacted.*\n\nAs of December\u00a01, 2022, we operated in approximately 70 countries, and\nmarkets outside the United States accounted for approximately 76% of all\nTrips. We have limited experience operating in many jurisdictions\noutside of the United States and have made, and expect to continue to\nmake, significant investments to expand our international operations and\ncompete with local and other global competitors. For example, our\nacquisitions of Careem and Cornershop may not be successful and may\nnegatively affect our operating results.\n\nConducting our business internationally, particularly in countries in\nwhich we have limited experience, subjects us to risks that we do not\nface to the same degree in the United States. These risks include, among\nothers:\n\n\u2022operational and compliance challenges caused by distance, language, andcultural differences;\n\n\u2022the resources required to localize our business, which requires the\ntranslation of our mobile app and website into foreign languages and the\nadaptation of our operations to local practices, laws, and regulations\nand any changes in such practices, laws, and regulations;\n\n\u2022laws and regulations more restrictive than those in the United States,\nincluding laws governing competition, pricing, payment methods, Internet\nactivities, transportation services (such as taxis and vehicles for\nhire), transportation network companies (such as ridesharing), logistics\nservices, payment processing and payment gateways, real estate tenancy\nlaws, tax and social security laws, employment and labor laws, driver\nscreening and background checks, licensing regulations, email messaging,\nprivacy, location services, collection, use, processing, or sharing of\npersonal information, ownership of intellectual property, and other\nactivities important to our business;\n\n\u2022competition with companies or other services (such as taxis or vehicles\nfor hire) that understand local markets better than we do, that have\npre-existing relationships with potential platform users in those\nmarkets, or that a"}, {"title": "uber.txt", "text": "re favored by government or regulatory authorities in\nthose markets;\n\n\u2022differing levels of social acceptance of our brand, products, and\nofferings;\n\n19\n\n\u2022differing levels of technological compatibility with our platform;\n\n\u2022exposure to business cultures in which improper business practices may\nbe prevalent;\n\n\u2022legal uncertainty regarding our liability for the actions of platform\nusers and third parties, including uncertainty resulting from unique\nlocal laws or a lack of clear legal precedent;\n\n\u2022difficulties in managing, growing, and staffing international\noperations, including in countries in which foreign employees may become\npart of labor unions, employee representative bodies, or collective\nbargaining agreements, and challenges relating to work stoppages or\nslowdowns;\n\n\u2022fluctuations in currency exchange rates;\n\n\u2022managing operations in markets in which cash transactions are favored\nover credit or debit cards;\n\n\u2022regulations governing the control of local currencies that impact our\nability to collect fares on behalf of Drivers and remit those funds to\nDrivers in the same currencies, as well as higher levels of credit risk\nand payment fraud;\n\n\u2022adverse tax consequences, including the complexities of foreign value\nadded and digital services tax systems, and restrictions on the\nrepatriation of earnings;\n\n\u2022increased financial accounting and reporting burdens, and complexities\nassociated with implementing and maintaining adequate internal controls;\n\n\u2022difficulties in implementing and maintaining the financial systems and\nprocesses needed to enable compliance across multiple offerings and\njurisdictions;\n\n\u2022import and export restrictions and changes in trade regulation;\n\n\u2022political, social, and economic instability abroad, war, including the\nconflict between Russia and Ukraine, terrorist attacks and security\nconcerns in general, and societal crime conditions that harm or disrupt\nthe global economy and/or can directly impact platform users;\n\n\u2022public health concerns or emergencies, including pandemics and other\nhighly communicable diseases or viruses, outbreaks of which have from\ntime to time occurred in various parts of the world in which we operate;\nand\n\n\u2022reduced or varied protection for intellectual property rights in some\nmarkets.\n\nThese risks could adversely affect our international operations, which\ncould in turn adversely affect our business, financial condition, a"}, {"title": "uber.txt", "text": "nd\noperating results.\n\n*We have limited influence over our minority-owned affiliates, which\nsubjects us to substantial risks, including potential loss of value.*\n\nOur growth strategy has included the restructuring of our business and\nassets by divesting our business and assets in certain jurisdictions and\npartnering with and investing in local ridesharing, and delivery\ncompanies to participate in those markets rather than operate in those\nmarkets independently. Our growth strategy has also included the\ndivestment of certain lines of businesses in its entirety, and not just\nin certain jurisdictions, and instead partnering and investing in our\ncompetitors in those lines of businesses. As a result, a significant\nportion of our assets includes minority ownership positions, including\nin Didi, Grab, our Yandex.Taxi joint venture, Lime, and Aurora.\n\nOur ownership in these entities involves significant risks that are\noutside our control. We are not represented on the management team or\nboard of directors of Didi, and therefore we do not participate in its\nday-to-day management or the actions taken by the board of directors of\nDidi. We are not represented on the management teams of Grab, our\nYandex.Taxi joint venture, Lime or Aurora, and therefore do not\nparticipate in the day-to-day management of Grab, our Yandex.Taxi joint\nventure, Lime or Aurora. Although we are represented on each of the\nboards of directors of Grab, our Yandex.Taxi joint venture, Lime and\nAurora, we do not have a controlling influence on those boards. As a\nresult, the boards of directors or management teams of these companies\nmay make decisions or take actions with which we disagree or that may be\nharmful to the value of our ownership in these companies. Additionally,\nthese companies have expanded their offerings, and we expect them to\ncontinue to expand their offerings in the future, to compete with us in\nvarious markets throughout the world. While this could enhance the value\nof our ownership interest in these companies, our business, financial\ncondition, operating results, and prospects would be adversely affected\nby such expansion into markets in which we operate.\n\nAny material decline in the business of these entities would adversely\naffect the value of our assets and our financial results. Furthermore,\nthe value of these assets is based in part on the market valuations of\nthese entities, an"}, {"title": "uber.txt", "text": "d weakened financial markets have adversely affected,\nand may in the future adversely affect such valuations. To the extent\nthese businesses are or become publicly traded companies, volatility or\nfluctuations in the stock price of such companies could adversely impact\nour financial results. These positions could expose us to risks,\nlitigation, and unknown liabilities because, among other things, these\ncompanies have limited operating histories in evolving industries and\nmay have less predictable operating results; to the extent these\ncompanies are privately owned, limited public information is available\nand we may not learn all the material information regarding these\nbusinesses; are\n\n20\n\ndomiciled and operate in countries with particular economic, tax,\npolitical, legal, safety, regulatory and public health risks, including\nthe extent of the impact of the COVID-19 pandemic on their business; are\ndomiciled or operate in countries that may become subject to economic\nsanctions or foreign investment restrictions; depend on the management\ntalents and efforts of a small group of individuals, and, as a result,\nthe death, disability, resignation, or termination of one or more of\nthese individuals could have an adverse effect on the relevant company'\noperations; and will likely require substantial additional capital to\nsupport their operations and expansion and to maintain their competitive\npositions. For example, in light of the conflict between Russia and\nUkraine, members of our management team resigned from the board of our\nYandex.Taxi joint venture, and we announced that we are actively looking\nfor opportunities to accelerate the sale of our remaining holdings in\nthe joint venture. The broader consequences of this conflict, which may\ninclude additional international sanctions, embargoes, regional\ninstability, and geopolitical shifts, increased tensions between the\nUnited States and countries in which we operate, and the extent of the\nconflict' effect on the global economy, cannot be predicted. Any of\nthese risks could materially affect the value of our assets, which could\nhave an adverse effect on our business, financial condition, operating\nresults, or the trading price of our common stock.\n\nFurther, we are contractually limited in our ability to sell or transfer\nthese assets. For example, in connection with Aurora' November 2021\ninitial public offering, we are"}, {"title": "uber.txt", "text": "subject to a 4-year lock-up with respect\nto our shares in Aurora. Furthermore, we may be required to sell these\nassets at a time at which we would not be able to realize what we\nbelieve to be the long-term value of these assets. For example, if we\nwere deemed an investment company under the Investment Company Act of\n1940, as amended (the \"nvestment Company Act\", we may be required to\nsell some or all of such assets so that we would not be subject to the\nrequirements of the Investment Company Act. Additionally, we may have to\npay significant taxes upon the sale or transfer of these assets.\nAccordingly, we may never realize the value of these assets relative to\nthe contributions we made to these businesses.\n\n*We may experience significant fluctuations in our operating results. If\nwe are unable to achieve or sustain profitability, our prospects would\nbe adversely affected and investors may lose some or all of the value of\ntheir investment.*\n\nOur operating results may vary significantly and are not necessarily an\nindication of future performance. These fluctuations may be a result of\na variety of factors, some of which are beyond our control. In addition,\nwe experience seasonal fluctuations in our financial results. For\nMobility, we typically generate higher revenue in our fourth quarter\ncompared to other quarters due in part to fourth quarter holiday and\nbusiness demand, and typically generate lower revenue in our third\nquarter compared to other quarters due in part to less usage of our\nplatform during peak vacation season in certain cities, such as Paris.\nWe have typically experienced lower quarter-over-quarter growth in\nMobility in the first quarter. For Delivery, we expect to experience\nseasonal increases in our revenue in the first and fourth quarters\ncompared to the second and third quarters, although the historical\ngrowth of Delivery has masked these seasonal fluctuations. In 2022, we\nexperienced altered seasonality as a result of the COVID-19 pandemic and\nrelated restrictions. These primarily relate to COVID-19 variant\noutbreaks that drove lower Mobility volume and higher Delivery volume.\nWe expect that seasonality will return to its historic patterns as\nrecovery from the pandemic continues. Our growth has made, and may in\nthe future make, seasonal fluctuations difficult to detect. We expect\nthese seasonal trends to become more pronounced over time as ou"}, {"title": "uber.txt", "text": "r growth\nslows. Other seasonal trends may develop or these existing seasonal\ntrends may become more extreme, which would contribute to fluctuations\nin our operating results. In addition to seasonality, our operating\nresults may fluctuate as a result of factors including our ability to\nattract and retain new platform users, increased competition in the\nmarkets in which we operate, our ability to expand our operations in new\nand existing markets, our ability to maintain an adequate growth rate\nand effectively manage that growth, our ability to keep pace with\ntechnological changes in the industries in which we operate, changes in\ngovernmental or other regulations affecting our business, harm to our\nbrand or reputation, and other risks described elsewhere in this Annual\nReport on Form 10-K. As such, we may not accurately forecast our\noperating results. We base our expense levels and investment plans on\nestimates. A significant portion of our expenses and investments are\nfixed, and we may not be able to adjust our spending quickly enough if\nour revenue is less than expected, resulting in losses that exceed our\nexpectations. If we are unable to achieve sustained profits, our\nprospects would be adversely affected and investors may lose some or all\nof the value of their investment.\n\n*If our growth slows more significantly than we currently expect, we may\nnot be able to achieve profitability, which would adversely affect our\nfinancial results and future prospects.*\n\nWe believe that our growth depends on a number of factors, including our\nability to:\n\n\u2022grow supply and demand on our platform;\n\n\u2022increase existing platform users'activity on our platform;\n\n\u2022continue to introduce our platform to new markets;\n\n\u2022provide high-quality support to Drivers, consumers, merchants,\nShippers, and Carriers;\n\n\u2022expand our business and increase our market share and category\nposition;\n\n\u2022compete with the products and offerings of, and pricing and incentives\noffered by, our competitors;\n\n\u2022develop new products, offerings, and technologies;\n\n\u2022identify and acquire or invest in businesses, products, offerings, or\ntechnologies that we believe could complement or\n\n21\n\nexpand our platform;\n\n\u2022penetrate suburban and rural areas and increase the number of rides\ntaken on our platform outside metropolitan areas;\n\n\u2022reduce the costs of our Mobility offering to better compete with\npersonal vehicle ownersh"}, {"title": "uber.txt", "text": "ip and usage and other low-cost alternatives\nlike public transportation, which in many cases can be faster or cheaper\nthan any other form of transportation;\n\n\u2022maintain existing local regulations in key markets where we operate;\n\n\u2022enter or expand operations in some of the key countries in which we are\ncurrently limited by local regulations, such as Argentina, Germany,\nItaly, Japan, South Korea, and Spain; and\n\n\u2022increase positive perception of our brand.\n\nWe may not successfully accomplish any of these objectives. In addition,\ncircumstances that have accelerated the growth of our Delivery offering\nstemming from stay-at-home order demand related to COVID-19 may not\ncontinue in the future. A softening of Driver, consumer, merchant,\nShipper, or Carrier demand, whether caused by changes in the preferences\nof such parties, failure to maintain our brand, changes in the U.S. or\nglobal economies, pandemics, licensing fees in various jurisdictions,\ncompetition, or other factors, may result in decreased revenue or growth\nand our financial results and future prospects would be adversely\nimpacted. We expect to continue to incur significant expenses, and if we\ncannot increase our revenue at a faster rate than the increase in our\nexpenses, we will not achieve profitability.\n\n*We generate a significant percentage of our Gross Bookings from trips\nin large metropolitan areas and trips to and from airports. If our\noperations in large metropolitan areas or ability to provide trips to\nand from airports are negatively affected, our financial results and\nfuture prospects would be adversely impacted.*\n\nIn 2022, we derived 22% of our Mobility Gross Bookings from five\nmetropolitan areas---hicago, Los Angeles, and New York City in the\nUnited States, Sao Paulo in Brazil, and London in the United Kingdom. We\nexperience strong competition in large metropolitan areas, which has led\nus to offer significant Driver incentives and consumer discounts and\npromotions in these large metropolitan areas. As a result of our\ngeographic concentration, our business and financial results are\nsusceptible to economic, social, weather, and regulatory conditions or\nother circumstances in each of these large metropolitan areas. Outbreaks\nof contagious diseases or other viruses could lead to a sustained\ndecline in the desirability of living, working and congregating in\nmetropolitan areas in which we operate. A"}, {"title": "uber.txt", "text": "ny short-term or long-term\nshifts in the travel patterns of consumers away from metropolitan areas,\ndue to health concerns regarding epidemics or pandemics could have an\nadverse impact on our Mobility Gross Bookings from these areas. An\neconomic downturn, increased competition, or regulatory obstacles in any\nof these key metropolitan areas would adversely affect our business,\nfinancial condition, and operating results to a much greater degree than\nwould the occurrence of such events in other areas. In addition, any\nchanges to local laws or regulations within these key metropolitan areas\nthat affect our ability to operate or increase our operating expenses in\nthese markets would have an adverse effect on our business. Furthermore,\nif we are unable to renew existing licenses or do not receive new\nlicenses in key metropolitan areas where we operate or such licenses are\nterminated, any inability to operate in such metropolitan area, as well\nas the publicity concerning any such termination or non-renewal, could\nadversely affect our business, financial condition, and operating\nresults.\n\nFurther, we expect that we will continue to face challenges in\npenetrating lower-density suburban andrural areas, where our network is\nsmaller and less liquid, the cost of personal vehicle ownership is\nlower, and personal vehicle ownership is more convenient. If we are not\nsuccessful in penetrating suburban and rural areas, or if we are unable\nto operate in certain key metropolitan areas in the future, our ability\nto serve what we consider to be our total addressable market would be\nlimited, and our business, financial condition, and operating results\nwould suffer.\n\nIn 2022, we generated 15% of our Mobility Gross Bookings from trips that\neither started or were completed at an airport. As a result of this\nconcentration, our operating results are susceptible to existing\nregulations and regulatory changes that impact the ability of drivers\nusing our platform to provide trips to and from airports. Sustained\ndeclines in air travel have in the past, and may in the future, suppress\ndemand for airport-related Mobility and reduce our Mobility Gross\nBookings from airport trips. For example, during the height of the\nCOVID-19 pandemic, travel behavior changed and airline travel slowed,\nreducing the demand for Mobility to and from airports. Certain airports\ncurrently regulate ridesharing withi"}, {"title": "uber.txt", "text": "n airport boundaries, including by\nmandating that ridesharing service providers obtain airport-specific\nlicenses, and some airports, particularly those outside the United\nStates, have banned ridesharing operations altogether. Despite such\nbans, some Drivers continue to provide Mobility services, including\ntrips to and from airports, despite lacking the requisite permits. Such\nactions may result in the imposition of fines or sanctions, including\nfurther bans on our ability to operate within airport boundaries,\nagainst us or Drivers. Additional bans on our airport operations, or any\npermitting requirements or instances of non-compliance by Drivers, would\nsignificantly disrupt our operations. In addition, if drop-offs or\npick-ups of riders become inconvenient because of airport rules or\nregulations, or more expensive because of airport-imposed fees, the\nnumber of Drivers or consumers could decrease, which would adversely\naffect our business, financial condition, and operating results. While\nwe have entered into agreements with most major U.S. airports as well as\ncertain airports outside the United States to allow the use of our\nplatform within airport boundaries, we cannot guarantee that we will be\nable to renew such agreements on favorable terms if at all, and we may\nnot be successful in negotiating similar agreements with airports in all\njurisdictions.\n\n22\n\n*If we fail to offer autonomous vehicle technologies on our platform or\nfail to offer such technologies on our platform before our competitors,\nor if such technologies fail to perform as expected, are inferior to\nthose offered by our competitors, or are perceived as less safe than\nthose offered by competitors or non-autonomous vehicles, our financial\nperformance and prospects would be adversely impacted.*\n\nWe have invested, and we may continue to invest, substantial amounts in\ncompanies with whom we partner to offer autonomous vehicle technologies\non our platform. For example, in January 2021, we completed the merger\nof our autonomous technologies business with Aurora, and included a\n\\$400 million investment in the combined company and a commercial\nagreement pursuant to which we and Aurora will collaborate with respect\nto the launch and commercialization of self-driving vehicles on our\nridesharing network. We believe that autonomous vehicle technologies may\nhave the ability to meaningfully impact the indus"}, {"title": "uber.txt", "text": "tries in which we\ncompete and that autonomous vehicles present substantial opportunities.\nSeveral companies other than Aurora, including Waymo, Cruise Automation,\nTesla, Apple, Zoox (which Amazon has acquired), Aptiv, and Nuro, are\ndeveloping autonomous vehicle technologies, either alone or through\ncollaborations with car manufacturers, and we expect that they will use\nsuch technology to further compete with us in the mobility, delivery, or\nlogistics industries. Waymo has already introduced a commercialized\nridehailing fleet of autonomous vehicles, and it is possible that our\ncompetitors could introduce autonomous vehicle offerings earlier than we\nwill be able to offer autonomous vehicles on our platform through our\ncommercial agreement with Aurora or other partners. In the event that\nour competitors bring autonomous vehicles to market before we are able\nto offer autonomous vehicles on our platform, or their technology is or\nis perceived to be superior to the technology of parties with which we\npartner to offer autonomous vehicles on our platform, they may be able\nto leverage such technology to compete more effectively with us, which\nwould adversely impact our financial performanceand our prospects. For\nexample, use of autonomous vehicles could substantially reduce the cost\nof providing ridesharing, delivery, or logistics services, which could\nallow competitors to offer such services at a substantially lower price\nas compared to the price available to consumers on our platform. If a\nsignificant number of consumers choose to use our competitors'offerings\nover ours, our financial performance and prospects would be adversely\nimpacted.\n\nAutonomous vehicle technologies involve significant risks and\nliabilities. Collisions, including fatal collisions, have happened.\nFailures of autonomous vehicle technologies that we may offer on our\nplatform or crashes involving autonomous vehicles using the technology\nof our partners, could generate substantial liability for us, create\nnegative publicity about us, or result in regulatory scrutiny, all of\nwhich would have an adverse effect on our reputation, brand, business,\nprospects, and operating results.\n\nFederal and state government regulations specifically designed to govern\nautonomous vehicle operation, testing and/or manufacture are developing.\nThese regulations could include requirements that delay or limit our\nability"}, {"title": "uber.txt", "text": "to offer autonomous vehicles on our platform. If regulations of\nthis nature are implemented, we may not be able to offer autonomous\nvehicle technologies on our platform in the manner we expect, or at all.\nFurther, if we or parties with which we partner to offer autonomous\nvehicle technologies are unable to comply with existing or new\nregulations or laws applicable to autonomous vehicles, we and our\npartners could become subject to substantial fines or penalties.\n\n*Our business depends on retaining and attracting high-quality\npersonnel, and continued attrition, future attrition, or unsuccessful\nsuccession planning could adversely affect our business.*\n\nOur success depends in large part on our ability to attract and retain\nhigh-quality management, operations, engineering, and other personnel\nwho are in high demand, are often subject to competing employment\noffers, and are attractive recruiting targets for our competitors.\nChallenges related to our historical culture and workplace practices and\nnegative publicity we experience have in the past led to significant\nattrition and made it more difficult to attract high-quality employees.\nOur employees worked from home for almost two yearsin light of the\nCOVID-19 pandemic, and although we have implemented our \"eturn to\noffice\"plan, which includes a shift to a hybrid model where employees\nhave flexibility to work from home, a hybrid model may create\nchallenges, including challenges maintaining our corporate culture,\nproductivity and availability of key personnel and other employees\nnecessary to conduct our business, increasing attrition or limiting our\nability to attract employees if individuals prefer to work full time at\nhome or in the office. Future challenges related to our culture and\nworkplace practices or additional negative publicity could lead to\nfurther attrition and difficulty attracting high-quality employees.\n\nFuture leadership transitions and management changes may cause\nuncertainty in, or a disruption to, our business, and may increase the\nlikelihood of senior management or other employee turnover. The loss of\nqualified executives and employees, or an inability to attract, retain,\nand motivate high-quality executives and employees required for the\nplanned expansion of our business, may harm our operating results and\nimpair our ability to grow.\n\nIn addition, we depend on the continued services and perfo"}, {"title": "uber.txt", "text": "rmance of our\nkey personnel, including our Chief Executive Officer Dara Khosrowshahi.\nWe have entered into an employment agreement with Mr. Khosrowshahi,\nwhich is at-will and has no specific duration.\n\nIn addition, our failure to put in place adequate succession plans for\nsenior and key management roles or the failure of key employees to\nsuccessfully transition into new roles, for example, as a result of\nreductions in workforce, organizational changes and attrition, could\nhave an adverse effect on our business and operating results. The\nunexpected or abrupt departure of one or more of our key personnel and\nthe failure to effectively transfer knowledge and effect smooth key\npersonnel transitions has had and may in the future have an adverse\neffect on our business resulting from the loss of such person' skills,\nknowledge of our business, and years of\n\n23\n\nindustry experience. If we cannot effectively manage leadership\ntransitions and management changes in the future, our reputation and\nfuture business prospects could be adversely affected.\n\nTo attract and retain key personnel, we use equity incentives, among\nother measures. These measures may not be sufficient to attract and\nretain the personnel we require to operate our business effectively.\nFurther, the equity incentives we currently use to attract, retain, and\nmotivate employees may not be as effective as in the past, particularly\nif the value of the underlying stock does not increase commensurate with\nexpectations or consistent with our historical stock price growth. If we\nare unable to attract and retain high-quality management and operating\npersonnel, our business, financial condition, and operating results\ncould be adversely affected. In addition, we rely heavily on equity as a\ncomponent of compensation, which may not always align with the\nCompany\\'s business and financial interests.\n\n*We have experienced, and may experience security or privacy breaches or\nother unauthorized or improper access to, use of, disclosure of,\nalteration of or destruction of our proprietary or confidential data,\nemployee data, or platform user data, which could cause loss of revenue,\nharm to our brand, business disruption, and significant liabilities.*\n\nWe collect, use, and process a variety of personal data, such as email\naddresses, mobile phone numbers, profile photos, location information,\ndrivers'license numbers and Social"}, {"title": "uber.txt", "text": "Security numbers of Drivers, consumer\npayment card information, and Driver and merchant bank account\ninformation. As such, we are an attractive target of data security\nattacks by third parties. Any failure to prevent or mitigate security\nbreaches or improper access to, or use, acquisition, disclosure,\nalteration or destruction of, any such data could result in significant\nliability and a material loss of revenue resulting from the adverse\nimpact on our reputation and brand, a diminished ability to retain or\nattract new platform users, and disruption to our business. We rely on\nthird-party service providers to host or otherwise process some of our\ndata and that of platform users, and any failure by such third party to\nprevent or mitigate security breaches or improper access to, or use,\nacquisition, disclosure, alteration, or destruction of, such information\ncould have similar adverse consequences for us.\n\nBecause the techniques used to obtain unauthorized access, disable or\ndegrade services, or sabotage systems change frequently and are often\nunrecognizable until launched against a target, we may be unable to\nanticipate these techniques and implement adequate preventative\nmeasures.Our servers and platform may be vulnerable to computer viruses\nor physical or electronic break-ins that our security measures may not\ndetect. Individuals able to circumvent our security measures may\nmisappropriate confidential, proprietary, or personal information held\nby or on behalf of us, disrupt our operations, damage our computers, or\notherwise damage our business. In addition, we may need to expend\nsignificant resources to protect against security breaches or mitigate\nthe impact of any such breaches, including potential liability that may\nnot be limited to the amounts covered by our insurance.\n\nSecurity breaches could also expose us to liability under various laws\nand regulations across jurisdictions and increase the risk of litigation\nand governmental investigation. We have been subject to security and\nprivacy incidents in the past and may be again in the future. For\nexample, in September 2022, we experienced a cybersecurity incident\nwhere an attacker accessed several internal systems. As an earlier\nexample, in May 2014, we experienced a data security incident in which\nan outside actor gained access to certain personal information belonging\nto Drivers through an access key"}, {"title": "uber.txt", "text": "written into code that an employee had\nunintentionally posted publicly on a code-sharing website used by\nsoftware developers (the \"014 Breach\". In October and November of 2016,\noutside actors downloaded the personal data of approximately 57\u00a0illion\nDrivers and consumers worldwide (the \"016 Breach\". The accessed data\nincluded the names, email addresses, mobile phone numbers, and\ndrivers'license numbers of approximately 600,000 Drivers, among other\ninformation. For further information on this incident, see the risk\nfactors titled \"---e currently are subject to a number of inquiries,\ninvestigations, and requests for information from the DOJ, state\nAttorney General (\"G\" offices, and other U.S. and foreign government\nagencies, the adverse outcomes of which could harm our business\"and\n\"---e face risks related to our collection, use, transfer, disclosure,\nand other processing of data, which could result in investigations,\ninquiries, litigation, fines, legislative, and regulatory action, and\nnegative press about our privacy and data protection practices,\"below.\nAs we expand our operations, we may also assume liabilities for breaches\nexperienced by the companies we acquire. For example, in April 2018,\nCareem publicly disclosed and notified relevant regulatory authorities\nthat it had been subject to a data security incident that allowed access\nto certain personal information of riders and drivers on its platform,\nas of January 14, 2018. If Careem becomes subject to liability as a\nresult of this or other data security incidents, or if we fail to\nremediate this or any other data security incident that Careem or we\nexperience, we may face harm to our brand, business disruption, and\nsignificant liabilities. In addition, in July 2020, Drizly publicly\ndisclosed that it had been subject to a data security incident that\nallowed access to certain personal information of customers on its\nplatform, and in November 2021 Drizly obtained final court approval of a\nsettlement in a resulting class action litigation. Moreover, in January\n2023, the U.S. Federal Trade Commission (the \"TC\" announced a final\norder relating to the data security incident. If Drizly becomes subject\nto additional liability or regulatory or court orders as a result of\nthis or other data security incidents or if we fail to remediate this or\nany other data security incident that Drizly or we experience, we may\nfac"}, {"title": "uber.txt", "text": "e harm to our brand, business disruption, and significant\nliabilities. Security and privacy incidents have led to, and may\ncontinue to lead to, additional regulatory scrutiny.\n\n24\n\n*Cyberattacks, including computer malware, ransomware, viruses, denial\nof service attacks, spamming, phishing and social engineering attacks\ncould harm our reputation, business, and operating results.*\n\nWe rely heavily on information technology systems across our operations.\nOur information technology systems, including mobile and online\nplatforms and mobile payment systems, administrative functions such as\nhuman resources, payroll, accounting, and internal and external\ncommunications, and the information technology systems of our\nthird-party business partners and service providers, contain proprietary\nor confidential information related to business and personal data,\nincluding sensitive personal data, entrusted to us by platform users,\nemployees, and job candidates. Cyberattacks that leverage computer\nmalware, ransomware, viruses, denial of service attacks, spamming,\nphishing, and social engineering have become more prevalent, have\noccurred on our systems in the past, and may occur on our systems in thefuture. Cyberthreats are constantly evolving and employing more\nsophisticated attack techniques. Our detection capabilities may not be\nsufficient to prevent or detect a sophisticated cyberattacker, such as a\nnation state using a zero day exploit or unknown malware. Breaches of\nour facilities, network, applications, identity management solutions or\ndata security have in the past and could in the future disrupt the\nsecurity of our systems and platforms, impair our ability to protect\ndata, compromise confidential or technical business information harming\nour reputation or competitive position, result in theft or misuse of our\nintellectual property or other assets, subject us to regulatory scrutiny\nor legal liability, require us to allocate more resources to improve\ntechnologies, or otherwise adversely affect our reputation, business and\noperating results. In addition, our increase in hybrid and remote\nworking arrangements may heighten the foregoing risks.\n\nVarious other factors may also cause system failures or security\nbreaches, including power outages, catastrophic events, inadequate or\nineffective redundancy, issues with upgrading or creating new systems or\nplatforms, flaws in thi"}, {"title": "uber.txt", "text": "rd-party software or services, errors by our\nemployees or third-party service providers, or breaches in the security\nof these systems or platforms. For example, fraudsters may attempt to\ninduce employees, contractors, or platform users to disclose information\nto gain access to our data or the data of platform users. If our\nincident response, disaster recovery, and business continuity plans do\nnot resolve these issues in an effective manner, they could result in\nadverse impacts to our business operations and our financial results.\nBecause of our prominence, the number of platform users, and the types\nand volume of personal data on our systems, we may be a particularly\nattractive target for such attacks. Although we have developed, and\ncontinue to develop, systems and processes that are designed to protect\nour data and that of platform users, and to prevent data loss,\nundesirable activities on our platform, and security breaches, we cannot\nguarantee that such measures will provide absolute security. Our efforts\non this front may be unsuccessful as a result of, for example, software\nbugs or other technical malfunctions; employee, contractor, or vendor\nerror or malfeasance; governmentsurveillance; or other threats that\nevolve, and we may incur significant costs in protecting against or\nremediating cyber-attacks. Any actual or perceived failure to maintain\nthe performance, reliability, security, and availability of our\nproducts, offerings, and technical infrastructure to the satisfaction of\nplatform users and certain regulators would likely harm our reputation\nand result in loss of revenue from the adverse impact to our reputation\nand brand, disruption to our business, and our decreased ability to\nattract and retain Drivers, consumers, merchants, Shippers, and\nCarriers.\n\n*If we are unable to successfully introduce new or upgraded products,\nofferings, or features for Drivers, consumers, merchants, Shippers, and\nCarriers, we may fail to retain and attract such users to our platform\nand our operating results would be adversely affected.*\n\nTo continue to retain and attract Drivers, consumers, merchants,\nShippers, and Carriers to our platform, we will need to continue to\ninvest in the development of new products, offerings, and features that\nadd value for Drivers, consumers, merchants, Shippers, and Carriers and\nthat differentiate us from our competitors. For example"}, {"title": "uber.txt", "text": ", in January\n2020, we introduced a number of product changes in California intended\nto, among other things, provide Drivers with more information about\nrider destinations, trip distance, and expected fares, display prices\nmore clearly, and allow users to select preferred Drivers, all of which\nare intended to further strengthen the independence of Drivers in\nCalifornia and protect their ability to work flexibly when using the\nUber platform.\n\nDeveloping and delivering these new or upgraded products, offerings, and\nfeatures is costly, and the success of such new products, offerings, and\nfeatures depends on several factors, including the timely completion,\nintroduction, and market acceptance of such products, offerings, and\nfeatures. Moreover, any such new or upgraded products, offerings, or\nfeatures may not work as intended or may not provide intended value to\nplatform users. For example, some product changes in California have\nresulted in, and may continue to result in, reduced demand for rides and\nreduced supply of Drivers on our platform, Driver dissatisfaction, and\nadverse impacts on the operation of our platform. If we are unable to\ncontinue to develop new or upgraded products, offerings, and features,\nor if platform users do not perceive value in such new or upgraded\nproducts, offerings, and features, platform users may choose not to use\nour platform, which would adversely affect our operating results.\n\n*We track certain operational metrics and our category position with\ninternal systems and tools, and our equity stakes in minority-owned\naffiliates with information provided by such minority-owned affiliates,\nand do not independently verify such metrics. Certain of our operational\nmetrics are subject to inherent challenges in measurement, and real or\nperceived inaccuracies in such metrics may harm our reputation and\nnegatively affect our business.*\n\nWe track certain operational metrics, including key metrics such as\nMAPCs, Trips, Gross Bookings, and our category position, with internal\nsystems and tools, and our equity stakes in minority-owned affiliates\nwith information provided by such minority-owned affiliates, that are\nnot independently verified by any third party and which may differ from\nestimates or similar metrics published by\n\n25\n\nthird parties due to differences in sources, methodologies, or the\nassumptions on which we rely. Our internal systems"}, {"title": "uber.txt", "text": "and tools have a\nnumber of limitations, and our methodologies for tracking these metrics\nmay change over time, which could result in unexpected changes to our\nmetrics, including the metrics we publicly disclose, or our estimates of\nour category position. If the internal systems and tools we use to track\nthese metrics undercount or overcount performance or contain algorithmic\nor other technical errors, the data we report may not be accurate. While\nthese numbers are based on what we believe to be reasonable estimates of\nour metrics for the applicable period of measurement, there are inherent\nchallenges in measuring how our products are used across large\npopulations globally. For example, we believe that there are consumers\nwho have multiple accounts, even though we prohibit that in our Terms of\nService and implement measures to detect and prevent that behavior. In\naddition, limitations or errors with respect to how we measure data or\nwith respect to the data that we measure may affect our understanding of\ncertain details of our business, which could affect our long-term\nstrategies. If our operating metrics or our estimates of our category\nposition or our equity stakes in our minority-owned affiliates are not\naccurate representations of our business, or if investors do not\nperceive our operating metrics or estimates of our category position or\nequity stakes in our minority-owned affiliates to be accurate, or if we\ndiscover material inaccuracies with respect to these figures, our\nreputation may be significantly harmed, and our operating and financial\nresults could be adversely affected.\n\n*In certain jurisdictions, we allow consumers to pay for rides and meal\nor grocery deliveries using cash, which raises numerous regulatory,\noperational, and safety concerns. If we do not successfully manage those\nconcerns, we could become subject to adverse regulatory actions and\nsuffer reputational harm or other adverse financial and accounting\nconsequences.*\n\nIn certain jurisdictions, including India, Brazil, and Mexico, as well\nas certain other countries in Latin America, Europe, the Middle East,\nand Africa, we allow consumers to use cash to pay Drivers the entire\nfare of rides and cost of meal deliveries (including our service fee\nfrom such rides and meal or grocery deliveries). In 2022, cash-paid\ntrips accounted for approximately 6% of our global Gross Bookings. This\npercen"}, {"title": "uber.txt", "text": "tage may increase in the future, particularly in the markets in\nwhich Careem operates. The use of cash in connection with our technology\nraises numerous regulatory, operational, and safety concerns. For\nexample, many jurisdictions have specific regulations regarding the use\nof cash for ridesharing and certain jurisdictions prohibit the use of\ncash for ridesharing. Failure to comply with these regulations could\nresult in the imposition of significant fines and penalties and could\nresult in a regulator requiring that we suspend operations in those\njurisdictions. In addition to these regulatory concerns, the use of cash\nwith our Mobility products and Delivery offering can increase safety and\nsecurity risks for Drivers and riders, including potential robbery,\nassault, violent or fatal attacks, and other criminal acts. In certain\njurisdictions such as Brazil, serious safety incidents resulting in\nrobberies and violent, fatal attacks on Drivers while using our platform\nhave been reported. If we are not able to adequately address any of\nthese concerns, we could suffer significant reputational harm, which\ncould adversely impact our business.\n\nIn addition, establishing the proper infrastructure to ensure that we\nreceive the correct service fee on cash trips is complex, and has in the\npast meant and may continue to mean that we cannot collect the entire\nservice fee for certain of our cash-based trips. We have created systems\nfor Drivers to collect and deposit the cash received for cash-based\ntrips and deliveries, as well as systems for us to collect, deposit, and\nproperly account for the cash received, some of which are not always\neffective, convenient, or widely-adopted by Drivers. Creating,\nmaintaining, and improving these systems requires significant effort and\nresources, and we cannot guarantee these systems will be effective in\ncollecting amounts due to us. Further, operating a business that uses\ncash raises compliance risks with respect to a variety of rules and\nregulations, including anti-money laundering laws. If Drivers fail to\npay us under the terms of our agreements or if our collection systems\nfail, we may be adversely affected by both the inability to collect\namounts due and the cost of enforcing the terms of our contracts,\nincluding litigation. Such collection failure and enforcement costs,\nalong with any costs associated with a failure to comply with ap"}, {"title": "uber.txt", "text": "plicable\nrules and regulations, could, in the aggregate, impact our financial\nperformance.\n\n*Loss or material modification of our credit card acceptance privileges\ncould have an adverse effect on our business and operating results.*\n\nIn 2022, 72% of our Gross Bookings were paid by either credit card or\ndebit card. As such, the loss of our credit card acceptance privileges\nwould significantly limit our business model. We are required by our\npayment processors to comply with payment card network operating rules,\nincluding the Payment Card Industry (\"CI\" and Data Security Standard\n(the \"tandard\". The Standard is a comprehensive set of requirements for\nenhancing payment account data security developed by the PCI Security\nStandards Council to help facilitate the broad adoption of consistent\ndata security measures. Our failure to comply with the Standard and\nother network operating rules could result in fines or restrictions on\nour ability to accept payment cards. Under certain circumstances\nspecified in the payment card network rules, we may be required to\nsubmit to periodic audits, self-assessments, or other assessments of our\ncompliance with the Standard. Such activities may reveal that we have\nfailed to comply with the Standard. If an audit, self- assessment, or\nother test determines that we need to take steps to remediate any\ndeficiencies, such remediation efforts may distract our management team\nand require us to undertake costly and time consuming remediation\nefforts. In addition, even if we comply with the Standard, there is no\nassurance that we will be protected from a security breach. Moreover,\nthe payment card networks could adopt new operating rules or interpret\nexisting rules that we or our processors might find difficult or even\nimpossible to follow, or costly to implement. In addition to violations\nof network rules, including the Standard, any failure to maintain good\nrelationships with the payment card networks could impact our ability to\nreceive incentives from them, could increase our costs, or could\notherwise harm our business. The loss of our credit card acceptance\nprivileges for any one of these reasons, or the significant modification\nof the terms under which we obtain credit card acceptance privileges,\nmay have an adverse effect on our business, revenue, and operating\nresults.\n\n26\n\n*Our platform is highly technical, and any undetected errors"}, {"title": "uber.txt", "text": "could\nadversely affect our business.*\n\nOur platform is a complex system composed of many interoperating\ncomponents and incorporates software that is highly complex. Our\nbusiness is dependent upon our ability to prevent system interruption on\nour platform. Our software, including open source software that is\nincorporated into our code, may now or in the future contain undetected\nerrors, bugs, or vulnerabilities. Some errors in our software code may\nonly be discovered after the code has been released. Bugs in our\nsoftware, third-party software including open source software that is\nincorporated into our code, misconfigurations of our systems, and\nunintended interactions between systems could result in our failure to\ncomply with certain federal, state, or foreign reporting obligations, or\ncould cause downtime that would impact the availability of our service\nto platform users. We have from time to time found defects or errors in\nour system and may discover additional defects in the future that could\nresult in platform unavailability or system disruption. In addition, we\nhave experienced outages on our platform due to circumstances within our\ncontrol, such as outages due to software limitations. We rely on\nco-located data centers for the operation of our platform. If our\nco-located data centers fail, our platform users may experience down\ntime. If sustained or repeated, any of these outages could reduce the\nattractiveness of our platform to platform users. In addition, our\nrelease of new software in the past has inadvertently caused, and may in\nthe future cause, interruptions in the availability or functionality of\nour platform. Any errors, bugs, or vulnerabilities discovered in our\ncode or systems after release could result in an interruption in the\navailability of our platform or a negative experience for Drivers,\nconsumers, merchants, Shippers, and Carriers, and could also result in\nnegative publicity and unfavorable media coverage, damage to our\nreputation, loss of platform users, loss of revenue or liability for\ndamages, regulatory inquiries, or other proceedings, any of which could\nadversely affect our business and financial results. In addition, our\ngrowing use of artificial intelligence (\"I\" (including machine learning)\nin our offerings presents additional risks. AI algorithms or automated\nprocessing of data may be flawed and datasets may be insufficien"}, {"title": "uber.txt", "text": "t or\ncontain biased information. Inappropriate or controversial data\npractices by us or others could impair the acceptance of AI solutions or\nsubject us to lawsuits and regulatory investigations. These deficiencies\ncould undermine the decisions, predictions or analysis AI applications\nproduce, or lead to unintentional bias and discrimination, subjecting us\nto competitive harm, legal liability, and brand or reputational harm.\n\n*We are subject to climate change risks, including physical and\ntransitional risks, and if we are unable to manage such risks, our\nbusiness may be adversely impacted.*\n\nWe face climate change related physical and transition risks, which\ninclude the risk of market shifts toward electric vehicles (\"Vs\" and\nlower carbon business models and risks related to extreme weather events\nor natural disasters. Climate-related events, including the increasing\nfrequency, severity and duration of extreme weather events and their\nimpact on critical infrastructure in the United States and elsewhere,\nhave the potential to disrupt our business, our third-party suppliers,\nand the business of merchants, Shippers, Carriers and Drivers using our\nplatform, and may cause us to experience higher losses and additional\ncosts to maintain or resume operations. Additionally, we are subject to\nemerging climate policies such as a regulation adopted in California in\nMay 2021 requiring 90% of vehicle miles traveled by rideshare fleets in\nCalifornia to have been in zero emission vehicles by 2030, with interim\ntargets beginning in 2023. In addition, Drivers may be subject to\nclimate-related policies that indirectly impact our business, such as\nthe Congestion Charge Zone and Ultra Low Emission Zone schemes adopted\nin London that impose fees on drivers in fossil-fueled vehicles, which\nmay impact our ability to attract and maintain Drivers on our platform,\nand to the extent we experience Driver supply constraints in a given\nmarket, we may need to increase Driver incentives.\n\n*We have made climate related commitments that require us to invest\nsignificant effort, resources, and management time, and circumstances\nmay arise, including those beyond our control, that may require us to\nrevise the contemplated timeframes for implementing these commitments.*\n\nWe have made climate related commitments, including our commitment to\n100% renewable electricity for our U.S. offices by 2025, o"}, {"title": "uber.txt", "text": "ur commitment\nto net zero climate emissions from corporate operations by 2030, and our\ncommitment to be a net zero company by 2040. In addition, our Supplier\nCode of Conduct sets environmental standards for our supply chain, and\nwe recognize that there are inherent climate-related risks wherever\nbusiness is conducted. Progressing towards our climate commitments\nrequires us to invest significant effort, resources, and management\ntime, and circumstances may arise, including those beyond our control,\nthat may require us to revise our timelines and/or climate commitments.\nFor example, the COVID-19 pandemic has negatively impacted our ability\nto dedicate resources to make the progress on our climate commitments\nthat we initially anticipated. In addition, our ability to meet our\nclimate commitments is dependent on external factors such as rapidly\nchanging regulations, policies and related interpretation, advances in\ntechnology such as battery storage, as well the availability, cost and\naccessibility of EVs to Drivers, and the availability of EV charging\ninfrastructure that can be efficiently accessed by Drivers. Any failure\nto meet regulatory requirements related to climate change, or tomeet\nour stated climate change commitments on the timeframe we committed to,\nor at all, could have an adverse impact on our costs and ability to\noperate, as well as harm our brand, reputation, and consequently, our\nbusiness.\n\n*General Economic Risks*\n\n*Outbreaks of contagious disease and the impact of actions to mitigate\nthe such disease or pandemic, have adversely impacted and could in the\nfuture adversely impact our business, financial condition and results of\noperations.*\n\n27\n\nOccurrence of a catastrophic event, including but not limited to\ndisease, a weather event, war, or terrorist attack, could adversely\nimpact our business, financial condition and results of operation. We\nalso face risks related to health epidemics, outbreaks of contagious\ndisease, and other adverse health developments. For example, the\nCOVID-19 pandemic and responses to had an adverse impact on our business\nand operations, including, for example, by reducing the demand for our\nMobility offerings globally, and affecting travel behavior and demand,\nas well as impacting Driver supply constraints. As another example,\nduring the COVID-19 pandemic, to support social distancing, we\ntemporarily suspended our share"}, {"title": "uber.txt", "text": "d rides offering globally.\n\nThe extent of the impact of any future pandemic or outbreak of disease,\non our business and financial results will depend largely on future\ndevelopments, including the duration of the spread of the outbreak and\nany future \"aves\"or resurgences of the outbreak or variants of the\nvirus, both globally and within the United States, the administration,\nadoption and efficacy of vaccines in the United States and\ninternationally, the impact on capital and financial markets, the impact\non global supply chains, foreign currencies exchange, governmental or\nregulatory orders that impact our business and whether the impacts may\nresult in permanent changes to our end-users'behaviors, all of which are\nhighly uncertain and cannot be predicted.\n\nIn addition, we cannot predict the impact any future pandemic or\noutbreak of a disease, or a catastrophic event will have on our business\npartners and third-party vendors, and we may be adversely impacted as a\nresult of the adverse impact our business partners and third-party\nvendors suffer. For example, concerns over the economic impact of the\nCOVID-19 pandemic caused extreme volatility in financial markets, which\nadversely impacted our stock price and our ability to access capital\nmarkets, and any future pandemics or other catastrophic events may have\na similar impact. To the extent a pandemic or other catastrophic event\nadversely affects our business and financial results, it may also have\nthe effect of heightening many of the other risks described in this \"isk\nFactors\"section. Any of the foregoing factors, or other cascading\neffects of the pandemic that are not currently foreseeable, could\nadversely impact our business, financial performance and condition, and\nresults of operations.\n\n*The impact of economic conditions, including the resulting effect on\ndiscretionary consumer spending, may harm our business and operating\nresults.*\n\nOur performance is subject to economic conditions and their impact on\nlevels of discretionary consumer spending. Some of the factors that have\nan impact on discretionary consumer spending include general economic\nconditions, unemployment, consumer debt, reductions in net worth,\nresidential real estate and mortgage markets, taxation, energy prices,\ninterest rates, consumer confidence, and other macroeconomic factors. A\ndeterioration of general macroeconomic conditions, includin"}, {"title": "uber.txt", "text": "g slower\ngrowth or recession, inflation and higher interest rates, or decreases\nin consumer spending power may harm our results of operations. For\nexample, inflation has increased and is expected to increase our\ninsurance costs. Consumer preferences tend to shift to lower-cost\nalternatives during recessionary periods and other periods in which\ndisposable income is adversely affected. In such circumstances,\nconsumers may choose to use one of our lower price-point products over a\nhigher Gross Bookings per Trip offering, may choose to forgo our\nofferings for lower-cost personal vehicle or public transportation\nalternatives, or may reduce total miles traveled as economic activity\ndecreases. Such a shift in consumer behavior may reduce our network\nliquidity and may harm our business, financial condition, and operating\nresults. Likewise, small businesses that do not have substantial\nresources, including many of the merchants in our network, tend to be\nmore adversely affected by poor economic conditions than large\nbusinesses. Further, because spending for food purchases from merchants\nis generally considered discretionary, any decline in consumer spending\nmay have a disproportionate effect on our Delivery offering. If spending\nat many of the merchants in our network declines, or if a significant\nnumber of these merchants go out of business, consumers may be less\nlikely to use our products and offerings, which could harm our business\nand operating results. Alternatively, if economic conditions improve, it\ncould lead to Drivers obtaining additional or alternative opportunities\nfor work, which could negatively impact the number of Drivers on our\nplatform, and thereby reduce our network liquidity.\n\n*Increases in fuel, food, labor, energy, and other costs due to\ninflation and other factors could adversely affect our operating\nresults.*\n\nFactors such as inflation, increased fuel prices, and increased vehicle\npurchase, rental, or maintenance costs, including increased prices of\nnew and used vehicle parts as a result of recent global supply chain\nchallenges, and increased fuel prices as result of the conflict between\nRussia and Ukraine, have and may continue to increase the costs incurred\nby Drivers and Carriers when providing services on our platform.\nSimilarly, factors such as inflation, increased food costs, increased\nlabor and employee benefit costs, increased rental c"}, {"title": "uber.txt", "text": "osts, and increased\nenergy costs may increase merchant operating costs, particularly in\ncertain international markets, such as Egypt. Many of the factors\naffecting Driver, merchant, and Carrier costs are beyond the control of\nthese parties. In many cases, these increased costs may cause Drivers\nand Carriers to spend less time providing services on our platform or to\nseek alternative sources of income. Likewise, these increased costs may\ncause merchants to pass costs on to consumers by increasing prices,\nwhich would likely cause order volume to decline, may cause merchants to\ncease operations altogether, or may cause Carriers to pass costs on to\nShippers, which may cause shipments on our platform to decline. A\ndecreased supply of Drivers, consumers, merchants, Shippers, or Carriers\non our platform would decrease our network liquidity, which could harm\nour business and operating results.\n\n*Dependencies on Third Parties*\n\n*The successful operation of our business depends upon the performance\nand reliability of Internet, mobile, and other infrastructures that are\nnot under our control.*\n\n28\n\nOur business depends on the performance and reliability of Internet,\nmobile, and other infrastructures that are not under our control.\nDisruptions in Internet infrastructure or GPS signals or the failure of\ntelecommunications network operators to provide us with the bandwidth we\nneed to provide our products and offerings have interfered, and could\ncontinue to interfere with the speed and availability of our platform.\nIf our platform is unavailable when platform users attempt to access it,\nor if our platform does not load as quickly as platform users expect,\nplatform users may not return to our platform as often in the future, or\nat all, and may use our competitors'products or offerings more often. In\naddition, we have no control over the costs of the services provided by\nnational telecommunications operators. If mobile Internet access fees or\nother charges to Internet users increase, consumer traffic may decrease,\nwhich may in turn cause our revenue to significantly decrease.\n\nOur business depends on the efficient and uninterrupted operation of\nmobile communications systems. The occurrence of an unanticipated\nproblem, such as a power outage, telecommunications delay or failure,\nsecurity breach, or computer virus could result in delays or\ninterruptions to our products, offeri"}, {"title": "uber.txt", "text": "ngs, and platform, as well as\nbusiness interruptions for us and platform users. Furthermore, foreign\ngovernments may leverage their ability to shut down directed services,\nand local governments may shut down our platform at the routing level.\nAny of these events could damage our reputation, significantly disrupt\nour operations, and subject us to liability, which could adversely\naffect our business, financial condition, and operating results. We have\ninvested significant resources to develop new products to mitigate the\nimpact of potential interruptions to mobile communications systems,\nwhich can be used by consumers in territories where mobile\ncommunications systems are less efficient. However, these products may\nultimately be unsuccessful.\n\n*We rely on third parties maintaining open marketplaces to distribute\nour platform and to provide the software we use in certain of our\nproducts and offerings. If such third parties interfere with the\ndistribution of our products or offerings or with our use of such\nsoftware, our business would be adversely affected.*\n\nOur platform relies on third parties maintaining open marketplaces,\nincluding the Apple App Store and Google Play, which make applications\navailable for download. We cannot assure you that the marketplaces\nthrough which we distribute our platform will maintain their current\nstructures or that such marketplaces will not charge us fees to list our\napplications for download. For example, Apple Inc. requires that iOS\napps obtain users'permission to track their activities across\nthird-party apps and websites. If iOS users do not grant us such\npermission, our ability to target those users for advertisements and to\nmeasure the effectiveness of such advertisements may be adversely\naffected, which could decrease the effectiveness of our advertising, and\nincrease our costs to acquire and engage users on our platform. We rely\nupon certain third parties to provide software for our products and\nofferings, including Google Maps for the mapping function that is\ncritical to the functionality of our platform. We do not believe that an\nalternative mapping solution exists that can provide the global\nfunctionality that we require to offer our platform in all of the\nmarkets in which we operate. We do not control all mapping functions\nemployed by our platform or Drivers using our platform, and it is\npossible that such mapping f"}, {"title": "uber.txt", "text": "unctions may not be reliable. If such third\nparties cease to provide access to the third-party software that we and\nDrivers use, do not provide access to such software on terms that we\nbelieve to be attractive or reasonable, or do not provide us with the\nmost current version of such software, we may be required to seek\ncomparable software from other sources, which may be more expensive or\ninferior, or may not be available at all, any of which would adversely\naffect our business.\n\n*Our business depends upon the interoperability of our platform across\ndevices, operating systems, and third-party applications that we do not\ncontrol.*\n\nOne of the most important features of our platform is its broad\ninteroperability with a range of devices, operating systems, and\nthird-party applications. Our platform is accessible from the web and\nfrom devices running various operating systems such as iOS and Android.\nWe depend on the accessibility of our platform across these third-party\noperating systems and applications that we do not control. Moreover,\nthird-party services and products are constantly evolving, and we may\nnot be able to modify our platform to assure its compatibility with that\nof other third parties following development changes. The loss of\ninteroperability, whether due to actions of third parties or otherwise,\ncould adversely affect our business.\n\n*We rely on third parties for elements of the payment processing\ninfrastructure underlying our platform. If these third-party elements\nbecome unavailable or unavailable on favorable terms, our business could\nbe adversely affected.*\n\nThe convenient payment mechanisms provided by our platform are key\nfactors contributing to the development of our business. We rely on\nthird parties for elements of our payment-processing infrastructure to\nremit payments to Drivers, merchants, and Carriers using our platform,\nand these third parties may refuse to renew our agreements with them on\ncommercially reasonable terms or at all. If these companies become\nunwilling or unable to provide these services to us on acceptable terms\nor at all, our business may be disrupted. For certain payment methods,\nincluding credit and debit cards, we generally pay interchange fees and\nother processing and gateway fees, and such fees result in significant\ncosts. In addition, online payment providers are under continued\npressure to pay increased fees"}, {"title": "uber.txt", "text": "to banks to process funds, and there is\nno assurance that such online payment providers will not pass any\nincreased costs on to merchant partners, including us. If these fees\nincrease over time, our operating costs will increase, which could\nadversely affect our business, financial condition, and operating\nresults.\n\nIn addition, system failures have at times prevented us from making\npayments to Drivers in accordance with our typical timelines and\nprocesses, and have caused substantial Driver dissatisfaction and\ngenerated a significant number of Driver complaints. Future failures of\nthe payment processing infrastructure underlying our platform could\ncause Drivers to lose trust in our payment operations\n\n29\n\nand could cause them to instead use our competitors'platforms. If the\nquality or convenience of our payment processing infrastructure declines\nas a result of these limitations or for any other reason, the\nattractiveness of our business to Drivers, merchants, and Carriers could\nbe adversely affected. If we are forced to migrate to other third-party\npayment service providers for any reason, the transition would require\nsignificant time and management resources, and may not be as effective,\nefficient, or well-received by platform users.\n\n*We currently rely on a small number of third-party service providers to\nhost a significant portion of our platform, and any interruptions or\ndelays in services from these third parties could impair the delivery of\nour products and offerings and harm our business.*\n\nWe use a combination of third-party cloud computing services and\nco-located data centers in the United States and abroad. We do not\ncontrol the physical operation of any of the co-located data centers we\nuse or the operations of our third-party service providers. These\nthird-party operations and co-located data centers may experience\nbreak-ins, computer viruses, denial-of-service attacks, sabotage, acts\nof vandalism, and other misconduct. These facilities may also be\nvulnerable to damage or interruption from power loss, telecommunications\nfailures, fires, floods, earthquakes, hurricanes, tornadoes, and similar\nevents. Our systems do not provide complete redundancy of data storage\nor processing, and as a result, the occurrence of any such event, a\ndecision by our third-party service providers to close our co-located\ndata centers without adequate notice, or other u"}, {"title": "uber.txt", "text": "nanticipated problems\nmay result in our inability to serve data reliably or require us to\nmigrate our data to either a new on-premise data center or cloud\ncomputing service. This could be time consuming and costly and may\nresult in the loss of data, any of which could significantly interrupt\nthe provision of our products and offerings and harm our reputation and\nbrand. We may not be able to easily switch to another cloud or data\ncenter provider in the event of any disruptions or interference to the\nservices we use, and even if we do, other cloud and data center\nproviders are subject to the same risks. Additionally, our co-located\ndata center facility agreements are of limited durations, and our\nco-located data center facilities have no obligation to renew their\nagreements with us on commercially reasonable terms or at all. If we are\nunable to renew our agreements with these facilities on commercially\nreasonable terms, we may experience delays in the provision of our\nproducts and offerings until an agreement with another co-located data\ncenter is arranged. Interruptions in the delivery of our products and\nofferings may reduce our revenue, cause Drivers, merchants, and Carriers\nto stop offering their services through our platform, and reduce use of\nour platform by consumers and Shippers. Our business and operating\nresults may be harmed if current and potential Drivers, consumers,\nmerchants, Shippers, and Carriers believe our platform is unreliable. In\naddition, if we are unable to scale our data storage and computational\ncapacity sufficiently or on commercially reasonable terms, our ability\nto innovate and introduce new products on our platform may be delayed or\ncompromised, which would have an adverse effect on our growth and\nbusiness.\n\n*Our use of third-party open source software could adversely affect our\nability to offer our products and offerings and subjects us to possible\nlitigation.*\n\nWe use third-party open source software in connection with the\ndevelopment of our platform. From time to time, companies that use\nthird-party open source software have faced claims challenging the use\nof such open source software and their compliance with the terms of the\napplicable open source license. We may be subject to suits by parties\nclaiming ownership of what we believe to be open source software, or\nclaiming non-compliance with the applicable open source licensin"}, {"title": "uber.txt", "text": "g terms.\nSome open source licenses require end-users who distribute or make\navailable across a network software and services that include open\nsource software to make available all or part of such software, which in\nsome circumstances could include valuable proprietary code. While we\nemploy practices designed to monitor our compliance with the licenses of\nthird-party open source software and protect our valuable proprietary\nsource code, we have not run a complete open source license review and\nmay inadvertently use third-party open source software in a manner that\nexposes us to claims of non-compliance with the applicable terms of such\nlicense, including claims for infringement of intellectual property\nrights or for breach of contract. Furthermore, there is an increasing\nnumber of open-source software license types, almost none of which have\nbeen tested in a court of law, resulting in a dearth of guidance\nregarding the proper legal interpretation of such licenses. If we were\nto receive a claim of non-compliance with the terms of any of our open\nsource licenses, we may be required to publicly release certain portions\nof our proprietary source code or expend substantial time and resources\nto re-engineer some or all of our software.\n\nIn addition, the use of third-party open source software typically\nexposes us to greater risks than the use of third-party commercial\nsoftware because open-source licensors generally do not provide\nwarranties or controls on the functionality or origin of the software.\nUse of open source software may also present additional security risks\nbecause the public availability of such software may make it easier for\nhackers and other third parties to determine how to compromise our\nplatform. Additionally, because any software source code that we make\navailable under an open source license or that we contribute to existing\nopen source projects becomes publicly available, our ability to protect\nour intellectual property rights in such software source code may be\nlimited or lost entirely, and we would be unable to prevent our\ncompetitors or others from using such contributed software source code.\nAny of the foregoing could be harmful to our business, financial\ncondition, or operating results and could help our competitors develop\nproducts and offerings that are similar to or better than ours.\n\n*Financing and Transactional Risks*\n\n*We will req"}, {"title": "uber.txt", "text": "uire additional capital to support the growth of our\nbusiness, and this capital might not be available on reasonable terms or\nat all.*\n\nTo continue to effectively compete, we will require additional funds to\nsupport the growth of our business and allow us to invest\n\n30\n\nin new products, offerings, and markets. If we raise additional funds\nthrough further issuances of equity or convertible debt securities, our\nexisting stockholders may suffer significant dilution, and any new\nequity securities we issue may have rights, preferences, and privileges\nsuperior to those of existing stockholders. Certain of our existing debt\ninstruments contain, and any debt financing we secure in the future\ncould contain, restrictive covenants relating to our ability to incur\nadditional indebtedness and other financial and operational matters that\nmake it more difficult for us to obtain additional capital with which to\npursue business opportunities. For example, our existing debt\ninstruments contain significant restrictions on our ability to incur\nadditional secured indebtedness. We may not be able to obtain additional\nfinancing on favorable terms, if at all. If we are unable to obtain\nadequate financingor financing on terms satisfactory to us when\nrequired, our ability to continue to support our business growth and to\nrespond to business challenges and competition may be significantly\nlimited.\n\n*We have incurred a significant amount of debt and may in the future\nincur additional indebtedness. Our payment obligations under such\nindebtedness may limit the funds available to us, and the terms of our\ndebt agreements may restrict our flexibility in operating our business.*\n\nAs of December\u00a01, 2022, we had total outstanding indebtedness of\n\\$9.4\u00a0illion aggregate principal amount. In addition, up to\napproximately \\$152 million of Careem Convertible Notes remain subject\nto future issuance to Careem stockholders as of December\u00a01, 2022.\nSubject to the limitations in the terms of our existing and future\nindebtedness, we and our subsidiaries may incur additional debt, secure\nexisting or future debt, or refinance our debt. In particular, we may\nneed to incur additional debt to finance the purchase of autonomous\nvehicles, and such financing may not be available to us on attractive\nterms or at all.\n\nWe may be required to use a substantial portion of our cash flows from\noperations to pay interest"}, {"title": "uber.txt", "text": "and principal on our indebtedness. Such\npayments will reduce the funds available to us for working capital,\ncapital expenditures, and other corporate purposes and limit our ability\nto obtain additional financing for working capital, capital\nexpenditures, expansion plans, and other investments, which may in turn\nlimit our ability to implement our business strategy, heighten our\nvulnerability to downturns in our business, the industry, or in the\ngeneral economy, limit our flexibility in planning for, or reacting to,\nchanges in our business and the industry, and prevent us from taking\nadvantage of business opportunities as they arise. We cannot assure you\nthat our business will generate sufficient cash flow from operations or\nthat future financing will be available to us in amounts sufficient to\nenable us to make required and timely payments on our indebtedness, or\nto fund our operations. To date, we have used a substantial amount of\ncash for operating activities, and we cannot assure you when we will\nbegin to generate cash from operating activities in amounts sufficient\nto cover our debt service obligations.\n\nIn addition, under certain of our existing debt instruments, we and\ncertain of our subsidiaries are subject to limitations regarding our\nbusiness and operations, including limitations on incurring additional\nindebtedness and liens, limitations on certain consolidations, mergers,\nand sales of assets, and restrictions on the payment of dividends or\ndistributions. Any debt financing secured by us in the future could\ninvolve additional restrictive covenants relating to our capital-raising\nactivities and other financial and operational matters, which may make\nit more difficult for us to obtain additional capital to pursue business\nopportunities, including potential acquisitions or divestitures. Any\ndefault under our debt arrangements could require that we repay our\nloans immediately, and may limit our ability to obtain additional\nfinancing, which in turn may have an adverse effect on our cash flows\nand liquidity.\n\nIn addition, we are exposed to interest rate risk related to some of our\nindebtedness, which is discussed in greater detail under the section\ntitled \"anagement\\'s Discussion and Analysis of Financial Condition and\nResults of Operations - Quantitative and Qualitative Disclosures About\nMarket Risk - Interest Rate Risk.\"\n\n*We may have exposure to mater"}, {"title": "uber.txt", "text": "ially greater than anticipated tax\nliabilities.*\n\nThe tax laws applicable to our global business activities are subject to\nuncertainty and can be interpreted differently by different companies.\nFor example, we may become subject to sales tax rates in certain\njurisdictions that are significantly greater than the rates we currently\npay in those jurisdictions. Like many other multinational corporations,\nwe are subject to tax in multiple U.S. and foreign jurisdictions and\nhave structured our operations to reduce our effective tax rate.\nCurrently, certain jurisdictions are investigating our compliance with\ntax rules. If it is determined that we are not compliant with such\nrules, we could owe additional taxes.\n\nCertain jurisdictions, including Australia, Kingdom of Saudi Arabia, the\nUK and other countries, require that we pay any assessed taxes prior to\nbeing allowed to contest or litigate the applicability of tax\nassessments in those jurisdictions. These amounts could materially\nadversely impact our liquidity while those matters are being litigated.\nThis prepayment of contested taxes is referred to as\n\"ay-to-play.\"Payment of these amounts is not an admission that we\nbelieve we are subject to such taxes; even when such payments are made,\nwe continue to defend our positions vigorously. If we prevail in the\nproceedings for which a pay-to-play payment was made, the jurisdiction\ncollecting the payment will be required to repay such amounts and also\nmay be required to pay interest.\n\nAdditionally, the taxing authorities of the jurisdictions in which we\noperate have in the past, and may in the future, examine or challenge\nour methodologies for valuing developed technology, which could increase\nour worldwide effective tax rate and harm our financial position and\noperating results. Furthermore, our future income taxes could be\nadversely affected by earnings being lower than anticipated in\njurisdictions that have lower statutory tax rates and higher than\nanticipated in jurisdictions that have higher statutory tax rates,\nchanges in the valuation allowance on our U.S. and Netherlands\\'\ndeferred tax assets, or changes in tax laws, regulations, or accounting\nprinciples. We are subject to regular review and audit by both U.S.\nfederal and state tax authorities, as well\n\n31\n\nas foreign tax authorities, and currently face numerous audits in the\nUnited States and abroad. Any adverse"}, {"title": "uber.txt", "text": "outcome of such reviews and audits\ncould have an adverse effect on our financial position and operating\nresults. In addition, the determination of our worldwide provision for\nincome taxes and other tax liabilities requires significant judgment by\nour management, and we have engaged in many transactions for which the\nultimate tax determination remains uncertain. The ultimate tax outcome\nmay differ from the amounts recorded in our financial statements and may\nmaterially affect our financial results in the period or periods for\nwhich such determination is made. Our tax positions or tax returns are\nsubject to change, and therefore we cannot accurately predict whether we\nmay incur material additional tax liabilities in the future, which could\nimpact our financial position. In addition, in connection with any\nplanned or future acquisitions, we may acquire businesses that have\ndiffering licenses and other arrangements that may be challenged by tax\nauthorities for not being at arm'-length or that are otherwise\npotentially less tax efficient than our licenses and arrangements. Any\nsubsequent integration or continued operation of such acquired\nbusinesses may result in an increased effectivetax rate in certain\njurisdictions or potential indirect tax costs, which could result in us\nincurring additional tax liabilities or having to establish a reserve in\nour consolidated financial statements, and could adversely affect our\nfinancial results.\n\n*Changes in global and U.S. tax legislation may adversely affect our\nfinancial condition, operating results, and cash flows.*\n\nWe are a U.S.-based multinational company subject to tax in multiple\nU.S. and foreign tax jurisdictions. Beginning on January 1, 2022, the\nTax Cuts and Jobs Act (\"he Act\", enacted in December 2017, eliminated\nthe option to deduct research and development expenditures in the\ncurrent period and requires taxpayers to capitalize and amortize\nU.S.-based and non-U.S. based research and development expenditures over\nfive and fifteen years, respectively. This legislation has accelerated\nthe utilization of our net operating losses in the U.S., but it has not\nimpacted our current tax obligations.\n\nIn August 2022, the Inflation Reduction Act (\"he IRA\" was enacted to\ntake into effect for tax years after December 31, 2022. It introduced a\ncorporate alternative minimum tax (\"AMT\" equal to 15% of the adjusted\nfinancial s"}, {"title": "uber.txt", "text": "tatement income for large corporations with profits in excess\nof \\$1 billion and a 1% excise tax on certain share buybacks by public\ncorporations that would be imposed on such corporations. While pending\nfurther guidance, it is possible that the IRA could increase our future\ntax liability, which could in turn adversely impact our business and\nfuture profitability.\n\nWe are unable to predict what global or U.S. tax reforms may be proposed\nor enacted in the future or what effects such future changes would have\non our business. Any such changes in tax legislation, regulations,\npolicies or practices in the jurisdictions in which we operate could\nincrease the estimated tax liability that we have expensed to date and\npaid or accrued on our balance sheet; affect our financial position,\nfuture operating results, cash flows, and effective tax rates where we\nhave operations; reduce post-tax returns to our stockholders; and\nincrease the complexity, burden, and cost of tax compliance. We are\nsubject to potential changes in relevant tax, accounting, and other\nlaws, regulations, and interpretations, including changes to tax laws\napplicable to corporate multinationals. We could become subject to\ndigital services taxes in one or more jurisdictions where we operate.\nThe governments of countries in which we operate and other governmental\nbodies could make unprecedented assertions about how taxation is\ndetermined in their jurisdictions that are contrary to the way in which\nwe have interpreted and historically applied the rules and regulations\ndescribed above in our income tax returns filed in such jurisdictions.\nNew laws could significantly increase our tax obligations in the\ncountries in which we do business or require us to change the manner in\nwhich we operate our business. As a result of the large and expanding\nscale of our international business activities, many of these changes to\nthe taxation of our activities could increase our worldwide effective\ntax rate and harm our financial position, operating results, and cash\nflows.\n\n*Our ability to use our net operating loss carryforwards and certain\nother tax attributes may be limited.*\n\nAs of December 31, 2022, we had U.S. federal net operating loss\ncarryforwards of \\$1.9 billion that begin to expire in 2031 and \\$12.1\nbillion that have an unlimited carryover period. As of December 31,\n2022, we had U.S. state net operating los"}, {"title": "uber.txt", "text": "s carryforwards of \\$9.4\nbillion that started expiring in 2022 and \\$2.0 billion that have an\nunlimited carryover period. As of December 31, 2022, we had foreign net\noperating loss carryforwards of \\$633 million that begin to expire in\n2023 and \\$17.7 billion that have an unlimited carryover period.\nRealization of these net operating loss carryforwards depends on our\nfuture taxable income, and there is a risk that our existing\ncarryforwards could expire unused and be unavailable to offset future\nincome tax liabilities, which could materially and adversely affect our\noperating results. In addition, under Sections 382 and 383 of the IRC,\nif a corporation undergoes an \"wnership change,\"generally defined as a\ngreater than 50% change (by value) in its equity ownership over a\nthree-year period, the corporation' ability to use its pre-ownership\nchange U.S. federal net operating loss carryforwards and other\npre-ownership change U.S. federal tax attributes, such as research tax\ncredits, to offset its post-ownership change income may be limited. Many\nU.S. states follow similar rules for restricting use of tax attributes\nafter an ownership change. We may experience ownership changes in the\nfuture because of subsequent shifts in our stock ownership. As a result,\nif we earn net taxable income, our ability to use our pre-ownership\nchange net operating loss carryforwards and other tax attributes to\noffset U.S. federal and state taxable income may be subject to\nlimitations, which could potentially result in increased future tax\nliability to us.\n\n*We are exposed to fluctuations in currency exchange rates.*\n\nBecause we conduct a significant and may conduct a growing portion of\nour business in currencies other than the U.S. dollar but report our\nconsolidated financial results in U.S. dollars, we face exposure to\nfluctuations in currency exchange rates. As exchange rates vary,\nrevenue, cost of revenue, exclusive of depreciation and amortization,\noperating expenses, other income and expense, and assets and\nliabilities, when translated, may also vary materially and thus affect\nour overall financial results. We have not to date, but\n\n32\n\nmay in the future, enter into hedging arrangements to manage foreign\ncurrency translation, but such activity may not completely eliminate\nfluctuations in our operating results due to currency exchange rate\nchanges. Hedging arrangements are inheren"}, {"title": "uber.txt", "text": "tly risky, and we have limited\nexperience establishing hedging programs, which could expose us to\nadditional risks that could adversely affect our financial condition and\noperating results.\n\n*If we are unable to successfully identify, acquire and integrate\nsuitable businesses, our operating results and prospects could be\nharmed, and any businesses we acquire may not perform as expected or be\neffectively integrated.*\n\nAs part of our business strategy, we have entered into, and expect to\ncontinue to enter into, agreements to acquire companies, form joint\nventures, divest portions or aspects of our business, sell minority\nstakes in portions or aspects of our business, and acquire complementary\ncompanies or technologies. Competition within our industry for\nacquisitions of businesses, technologies, and assets is intense. As\nsuch, even if we are able to identify a target for acquisition, we may\nnot be able to complete the acquisition on commercially reasonable\nterms, we may not be able to receive approval from the applicable\ncompetition authorities, or such target may be acquired by another\ncompany, including one of our competitors.\n\nFurther, negotiations for potential acquisitions or other transactions\nmay result in the diversion of our management' time and significant\nout-of-pocket costs. We may expend significant cash or incur substantial\ndebt to finance such acquisitions, and such indebtedness may restrict\nour business or require the use of available cash to make interest and\nprincipal payments. In addition, we may finance or otherwise complete\nacquisitions by issuing equity or convertible debt securities, which may\nresult in dilution to our stockholders, or if such convertible debt\nsecurities are not converted, significant cash outlays. If we fail to\nevaluate and execute acquisitions or other strategic transactions\nsuccessfully or fail to successfully address any of these risks, our\nbusiness, financial condition, and operating results may be harmed.\n\nIn addition, any businesses we acquire may not perform as well as we\nexpect. Failure to manage and successfully integrate acquired businesses\nand technologies, including managing internal controls and any privacy\nor data security risks associated with such acquisitions, may harm our\noperating results and expansion prospects. For example, Careem has\nhistorically shared certain user data with certain government\naut"}, {"title": "uber.txt", "text": "horities, which conflicts with our global policies regarding data\nuse, sharing, and ownership. We have maintained our data use, sharing,\nand ownership practices for both our business and Careem' business, and\ndoing so may cause our relationships with government authorities in\ncertain jurisdictions to suffer, and may result in such government\nauthorities assessing significant fines or penalties against us or\nshutting down our or Careem' app on either a temporary or indefinite\nbasis. The process of integrating an acquired company, business, or\ntechnology or acquired personnel into our company is subject to various\nrisks and challenges, including:\n\n\u2022diverting management time and focus from operating our business to\nacquisition integration;\n\n\u2022disrupting our ongoing business operations;\n\n\u2022platform user acceptance of the acquired company' offerings;\n\n\u2022implementing or remediating the controls, procedures, and policies of\nthe acquired company;\n\n\u2022integrating the acquired business onto our systems and ensuring the\nacquired business meets our financial reporting requirements and\ntimelines;\n\n\u2022retaining and integrating acquired employees, including aligning\nincentives between acquired employeesand existing employees, managing\ncultural differences between acquired businesses and our business, as\nwell as managing costs associated with eliminating redundancies or\ntransferring employees on acceptable terms with minimal business\ndisruption;\n\n\u2022maintaining important business relationships and contracts of the\nacquired business;\n\n\u2022integrating the brand identity of an acquired company with our own;\n\n\u2022integrating companies that have significant operations or that develop\nproducts where we do not have prior experience;\n\n\u2022liability for pre-acquisition activities of the acquired company;\n\n\u2022litigation or other claims or liabilities arising in connection with\nthe acquisition or the acquired company; and\n\n\u2022impairment charges associated with goodwill, long-lived assets,\ninvestments, and other acquired intangible assets.\n\nWe have in the past and may in the future implement integration\nstructures that do not fully integrate an acquired company' operating\nfunctions. For example, with respect to the integration of Careem and\nDrizly, each company' brand, product app(s) and payments apps continue\nto operate in parallel with Uber' apps and each company' engineering,\nhuman resources, and operat"}, {"title": "uber.txt", "text": "ions teams will continue to operate\nindependently and report to such company' own Chief Executive Officer.\nSuch structures may delay the efficiencies that we expect to gain from\nthe acquisition and our brand and reputation could be impacted by any\ndamage or reputational harm to the acquired company' brand.\n\nIn addition, our acquisition of Careem has increased our risks under the\nU.S. Foreign Corrupt Practices Act (\"CPA\" and other similar laws outside\nthe United States. Our existing and planned safeguards, including\ntraining and compliance programs to discourage\n\n33\n\ncorrupt practices by such parties, may not prove effective, and such\nparties may engage in conduct for which we could be held responsible.\n\nWe may not receive a favorable return on investment for prior or future\nbusiness combinations, and we cannot predict whether these transactions\nwill be accretive to the value of our common stock. It is also possible\nthat acquisitions, combinations, divestitures, joint ventures, or other\nstrategic transactions we announce could be viewed negatively by the\npress, investors, platform users, or regulators, any or all of which may\nadversely affect our reputation and our business. Any ofthese factors\nmay adversely affect our ability to consummate a transaction, our\nfinancial condition, and our operating results.\n\nLegal and Regulatory Risks Related to Our Business\n\n*We may continue to be blocked from or limited in providing or operating\nour products and offerings in certain jurisdictions, and may be required\nto modify our business model in those jurisdictions as a result.*\n\nIn certain jurisdictions, including expansion markets such as Argentina,\nGermany, Italy, Japan, South Korea, and Spain, our ridesharing business\nmodel has been blocked, capped, or suspended, or we have been required\nto change our business model, due primarily to laws and significant\nregulatory restrictions in such jurisdictions. In some cases, we have\napplied for and obtained licenses or permits to operate and must\ncontinue to comply with the license or permit requirements or risk\nrevocation. In addition, we may not be able to maintain or renew any\nsuch license or permit. We cannot predict whether future regulatory\ndecisions or legislation in other jurisdictions may embolden or\nencourage other authorities to take similar actions even where we are\noperating according to the terms of an existing l"}, {"title": "uber.txt", "text": "icense or permit.\n\nTraditional taxicab and car service operators in various jurisdictions\ncontinue to lobby legislators and regulators to block our Mobility\nproducts or to require us to comply with regulatory, insurance,\nrecord-keeping, licensing, and other requirements to which taxicab and\ncar services are subject. For example, in January 2019, we suspended our\nMobility products in Barcelona after the regional government enacted\nregulations mandating minimum wait times before riders could be picked\nup by ridesharing drivers; in March 2021, we returned to Barcelona via\ntaxis only. In December 2018, New York City' Taxi and Limousine\nCommission implemented a per-mile and per-minute minimum trip payment\nformula, designed to establish a minimum pay standard, for drivers\nproviding for-hire services in New York City, such as those provided by\nDrivers on our platform. These minimum rates took effect in February\n2019. Since implementation, these regulations have had an adverse impact\non our financial performance in New York City and may continue to do so\nin the future. In August 2018, the New York City Council voted to\napprove various measures to further regulate our business, including\ndriver earning rules, licensing requirements, and a one-year freeze on\nnew for-hire vehicle licenses for ridesharing services like those\nenabled via our platform; the freeze on for-hire vehicle licenses\nremains. Additionally, in November 2019, a ballot measure to impose a\nsurcharge on ridesharing trips in San Francisco was passed by voters in\nSan Francisco and such surcharge took effect on January 1, 2020. Also in\nJanuary 2020, a new tax went into effect in Chicago that imposes a\nsurcharge of up to \\$3 per ridesharing trip taken in Chicago. In\naddition, in October 2020, the Seattle City Council passed a minimum pay\nstandard for drivers providing services on our platform that went into\neffect on January 1, 2021, and other jurisdictions have in the past\nconsidered or may consider regulations which would implement minimum\nwage requirements or permit drivers to negotiate for minimum wages while\nproviding services on our platform. Similar legislative or regulatory\ninitiatives are being considered or have been enacted in countries\noutside the United States. If other jurisdictions impose similar\nregulations, our business growth could be adversely affected.\n\nIn certain jurisdictions, we are"}, {"title": "uber.txt", "text": "subject to national, state, local, or\nmunicipal laws and regulations that are ambiguous in their application\nor enforcement or that we believe are invalid or inapplicable. In such\njurisdictions, we may be subject to regulatory fines and proceedings\nand, in certain cases, may be required to cease operations altogether if\nwe continue to operate our business as currently conducted, unless and\nuntil such laws and regulations are reformed to clarify that our\nbusiness operations are fully compliant. For example, in September 2020,\nthe Hong Kong Court of Final Appeal issued a ruling against a group of\ndrivers who used the Uber app, concluding that by driving for hire\nwithout a Hire Car Permit, they violated the local Road Traffic\nOrdinance. We are considering further legal challenges and possible\npolicy solutions. However, these developments may adversely affect our\nability to offer ridesharing services and negatively impact our\nfinancial performance in Hong Kong. As another example, in January 2020,\nwe ceased offering our Mobility products in Colombia after a Colombian\ncourt ruled that we violated local competition laws. In response, we\nappealed the decision, made certain changes to ourMobility products in\nColombia and re-launched Mobility in Colombia in February 2020, and in\nJune 2020, the Appeals Court of Bogota revoked its order to block\nMobility products in Colombia. Furthermore, in certain of these\njurisdictions, we continue to provide our products and offerings while\nwe assess the applicability of these laws and regulations to our\nproducts and offerings or while we seek regulatory or policy changes to\naddress concerns with respect to our ability to comply with these laws\nand regulations. Our decision to continue operating in these instances\nhas come under investigation or has otherwise been subject to scrutiny\nby government authorities. Our continuation of this practice and other\npast practices may result in fines or other penalties against us and\nDrivers imposed by local regulators, potentially increasing the risk\nthat our licenses or permits that are necessary to operate in such\njurisdictions will not be renewed. Such fines and penalties have in the\npast been, and may in the future continue to be, imposed solely on\nDrivers, which may cause Drivers to stop providing services on our\nplatform. In many instances, we make the business decision as a gesture\nof"}, {"title": "uber.txt", "text": "goodwill to pay the fines on behalf of Drivers or to pay\nDrivers'defense costs, which, in the aggregate, can be in the millions\nof dollars. Furthermore, such business practices may also result in\nnegative press coverage, which may discourage Drivers and consumers from\nusing our platform and could adversely affect our revenue. In addition,\nwe face regulatory obstacles, including those lobbied for by our\ncompetitors or from local governments globally,\n\n34\n\nthat have favored and may continue to favor local or incumbent\ncompetitors, including obstacles for potential Drivers seeking to obtain\nrequired licenses or vehicle certifications. In addition, an increasing\nnumber of municipalities have proposed delivery network fee caps with\nrespect to our Delivery offering and caps on surge pricing with respect\nto our Mobility offering. We have incurred, and expect that we will\ncontinue to incur, significant costs in defending our right to operate\nin accordance with our business model in many jurisdictions. To the\nextent that efforts to block or limit our operations are successful, or\nwe or Drivers are required to comply with regulatory and other\nrequirements applicable to taxicab and car services, our revenue and\ngrowth would be adversely affected.\n\n*Our business is subject to numerous legal and regulatory risks that\ncould have an adverse impact on our business and future prospects.*\n\nAs of December\u00a01, 2022, our platform is available in approximately\n10,500 cities across approximately 70 countries. We are subject to\ndiffering, and sometimes conflicting, laws and regulations in the\nvarious jurisdictions in which we provide our offerings. A large number\nof proposals are before various national, regional, and local\nlegislative bodies and regulatory entities, both within the United\nStates and in foreign jurisdictions, regarding issues related to our\nbusiness model. Certain proposals, if adopted, could significantly and\nmaterially harm our business, financial condition, and operating results\nby restricting or limiting how we operate our business, increasing our\noperating costs, and decreasing our number of platform users. We cannot\npredict whether or when such proposals may be adopted.\n\nFurther, existing or new laws and regulations could expose us to\nsubstantial liability, including significant expenses necessary to\ncomply with such laws and regulations, and could dampen the"}, {"title": "uber.txt", "text": "growth and\nusage of our platform. For example, as we expand our offerings in new\nareas, such as non-emergency medical transportation, we may be subject\nto additional healthcare-related federal and state laws and regulations.\nAdditionally, because our offerings are frequently first-to-market in\nthe jurisdictions in which we operate, several local jurisdictions have\npassed, and we expect additional jurisdictions to pass, laws and\nregulations that limit or block our ability to offer our products to\nDrivers and consumers in those jurisdictions, thereby impeding overall\nuse of our platform. We are actively challenging some of these laws and\nregulations and are lobbying other jurisdictions to oppose similar\nrestrictions on our business, especially our ridesharing services.\nFurther, because a substantial portion of our business involves vehicles\nthat run on fossil fuels, laws, regulations, or governmental actions\nseeking to curb air pollution or emissions may impact our business. For\nexample, in response to London' efforts to cut emissions and improve air\nquality in the city (including the institution of a toxicity charge for\npolluting vehicles in the city center congestion zone and the\nintroduction of an \"ltra Low Emissions Zone\"that went into effect in\nApril 2019), we have added a clean-air fee of 15 pence per mile to each\ntrip on our platform in London, and plan to help Drivers on our platform\nfully transition to electric vehicles by 2025. Moreover, in May 2021,\nCalifornia adopted a regulation requiring 90% of vehicle miles traveled\nby rideshare fleets in California to have been in EVs by 2030, with\ninterim targets beginning in 2023. Additionally, proposed ridesharing\nregulations in Egypt and other jurisdictions may require us to share\ncertain personal data with government authorities to operate our app,\nwhich we may not be willing to provide. Our failure to share such data\nin accordance with these regulations may result in government\nauthorities assessing significant fines or penalties against us or\nshutting down our or Careem' app in Egypt on either a temporary or\nindefinite basis.\n\nIn addition, we are currently involved in litigation in a number of the\njurisdictions in which we operate. We initiated some of these legal\nchallenges to contest the application of certain laws and regulations to\nour business. Others have been brought by taxicab owners, local\nregul"}, {"title": "uber.txt", "text": "ators, local law enforcement, and platform users, including Drivers\nand consumers. These include individual, multiple plaintiff, and\nputative class and class action claims for alleged violation of laws\nrelated to, among other things, transportation, competition,\nadvertising, consumer protection, fee calculations, personal injuries,\nprivacy, intellectual property, product liability, discrimination,\nsafety, and employment. For example, in May 2019, a class action was\nfiled against us and certain of our subsidiaries in the Supreme Court of\nVictoria, Australia on behalf of participants in the taxi, hire-car,\nlimousine, and charter vehicle industry who were licensed to operate in\nparticular regions of Australia during certain periods between April\n2014 and August 2017. The class action alleges that we operated\nunlawfully in such regions during such periods. These legislative and\nregulatory proceedings, allegations, and lawsuits are expensive and time\nconsuming to defend, and, if resolved adversely to us, could result in\nfinancial damages or penalties, including criminal penalties,\nincarceration, and sanctions for individuals employed by us or parties\nwith whom we contract, which could harm our ability to operate our\nbusiness as planned in one or more of the jurisdictions in which we\noperate, which could adversely affect our business, revenue, and\noperating results.\n\nIn addition, while we divested certain assets of our dockless e-bikes\nand e-scooters business to Lime in May 2020, consumers continue to have\naccess to dockless e-bikes and e-scooters through our app. We expect\ndockless e-bikes and e-scooters to subject us to additional risks\ndistinct from those relating to our other Mobility, Delivery and Freight\nofferings. For example, consumers using dockless e-bikes or e-scooters\nface a more severe level of injury in the event of a collision than that\nfaced while riding in a vehicle, given the less sophisticated, and in\nsome cases absent, passive protection systems on dockless e-bikes and\ne-scooters. The occurrence of real or perceived quality problems or\nmaterial defects in current or future dockless e-bikes or e-scooters\navailable via our app could result in negative publicity, market\nwithdrawals, regulatory proceedings, enforcement actions, or lawsuits\nfiled against us, particularly if consumers are injured.\n\n*Changes in, or failure to comply with, competition"}, {"title": "uber.txt", "text": "laws could adversely\naffect our business, financial condition, or operating results.*\n\n35\n\nCompetition authorities closely scrutinize us under U.S. and foreign\nantitrust and competition laws. An increasing number of governments are\nenforcing competition laws and are doing so with increased scrutiny,\nincluding governments in large markets such as the EU, the United\nStates, Brazil, and India, particularly surrounding issues of pricing\nparity, price-fixing, and abuse of market power. Many of these\njurisdictions also allow competitors or consumers to assert claims of\nanti-competitive conduct. For example, complaints have been filed in\nseveral jurisdictions, including in the United States and India,\nalleging that our prices are too high (surge pricing) or too low\n(discounts or predatory pricing), or both. If one jurisdiction imposes\nor proposes to impose new requirements or restrictions on our business,\nother jurisdictions may follow. Further, any new requirements or\nrestrictions, or proposed requirements or restrictions, could result in\nadverse publicity or fines, whether or not valid or subject to appeal.\n\nIn addition, governmental agencies and regulators may, among other\nthings, prohibit future acquisitions, divestitures, or combinations we\nplan to make, impose significant fines or penalties, require divestiture\nof certain of our assets, or impose other restrictions that limit or\nrequire us to modify our operations, including limitations on our\ncontractual relationships with platform users or restrictions on our\npricing models. Such rulings may alter the way in which we do business\nand, therefore, may continue to increase our costs or liabilities or\nreduce demand for our platform, which could adversely affect our\nbusiness, financial condition, or operating results.\n\nWe expect that the U.S. antitrust enforcement agencies (e.g., the DOJ\nand the FTC) will continue to closely scrutinize merger activity, with a\nparticular focus on the technology sector, and there can be no assurance\nthat proposed, completed or future mergers, acquisitions and\ndivestitures will not be the subject of an investigation or enforcement\naction by the DOJ or the FTC. Changes in antitrust laws globally, or in\ntheir interpretation, administration or enforcement, may limit our\nfuture acquisitions, divestitures, operations and growth.\n\n*Our business is subject to extensive government regulatio"}, {"title": "uber.txt", "text": "n and\noversight relating to the provision of payment and financial services.*\n\nMost jurisdictions in which we operate have laws that govern payment and\nfinancial services activities. Regulators in certain jurisdictions may\ndetermine that certain aspects of our business are subject to these laws\nand could require us to obtain licenses to continue to operate in such\njurisdictions. For example, our subsidiary in the Netherlands, Uber\nPayments B.V., is registered and authorized by its competent authority,\nDe Nederlandsche Bank, as an electronic money institution. This\nauthorization permits Uber Payments B.V. to provide payment services\n(including acquiring and executing payment transactions and money\nremittances, as referred to in the Revised Payment Services Directive\n(2015/2366/EU)) and to issue electronic money in the Netherlands. In\naddition, Uber Payments B.V. has notified De Nederlandsche Bank that it\nwill provide such services on a cross-border passport basis into other\ncountries within the EEA. We continue to critically evaluate our options\nfor seeking additional licenses and approvals in several other\njurisdictions to optimize our payment solutions and support the future\ngrowth of our business. We could be denied such licenses, have existing\nlicenses revoked, or be required to make significant changes to our\nbusiness operations before being granted such licenses. If we are denied\npayment or other financial licenses or such licenses are revoked, we\ncould be forced to cease or limit business operations in certain\njurisdictions, including in the EEA, and even if we are able to obtain\nsuch licenses, we could be subject to fines or other enforcement action,\nor stripped of such licenses, if we are found to violate the\nrequirements of such licenses. In some countries, it is not clear\nwhether we are required to be licensed as a payment services provider.\nWere local regulators to determine that such arrangements require us to\nbe so licensed, such regulators may block payments to Drivers,\nmerchants, Shippers or Carriers. Such regulatory actions, or the need to\nobtain regulatory approvals, could impose significant costs and involve\nsubstantial delay in payments we make in certain local markets, any of\nwhich could adversely affect our business, financial condition, or\noperating results.\n\nStarting in December 2020, payments made by platform users with payment\naccoun"}, {"title": "uber.txt", "text": "ts in the EEA for services provided through our platform may be\nsubject to Strong Customer Authentication (\"CA\" regulatory requirements.\nIn many cases, SCA will require a platform user to engage in additional\nsteps to authenticate each payment transaction. These additional\nauthentication requirements in EEA or similar requirements, such as\ntokenization, in other countries may make our platform user experience\nsubstantially less convenient, and such loss of convenience could\nmeaningfully reduce the frequency with which platform users use our\nplatform or could cause some platform users to stop using our platform\nentirely, which could adversely affect our business, financial\ncondition, operating results, and prospects. Further, as a result of\nimplementing SCA, many payment transactions on our platform may fail to\nbe authenticated due to platform users not completing all necessary\nauthentication steps. Thus, in some cases, we may not receive payment\nfrom consumers in advance of paying Drivers for services received by\nthose users. A substantial increase in the frequency with which we make\nDriver payments without having received corresponding payments from\nconsumers could adversely affect our business, financial condition,\noperating results, and prospects.\n\nIn addition, laws related to money transmission and online payments are\nevolving, and changes in such laws could affect our ability to provide\npayment processing on our platform in the same form and on the same\nterms as we have historically, or at all. For example, changes to our\nbusiness in Europe, combined with changes to the EU Payment Services\nDirective, caused aspects of our payment operations in the EEA to fall\nwithin the scope of European payments regulation. As a result, one of\nour subsidiaries, Uber Payments B.V., is directly subject to financial\nservices regulations (including those relating to anti-money laundering,\nterrorist financing, and sanctioned or prohibited persons) in the\nNetherlands and in other countries in the EEA where it conducts\nbusiness. Effective July 1, 2020, we transitioned all our payment\noperations to the Uber Payments B.V. regulated entity in the EEA\ncountries in which we are required to do so by the European payments\nregulations.\n\n36\n\nIn addition, as we evolve our business or make changes to our business\nstructure, we may be subject to additional laws or requirements related\nto"}, {"title": "uber.txt", "text": "money transmission, online payments, and financial regulation. These\nlaws govern, among other things, money transmission, prepaid access\ninstruments, electronic funds transfers, anti-money laundering,\ncounter-terrorist financing, banking, systemic integrity risk\nassessments, security of payment processes, and import and export\nrestrictions. Our business operations, including our payments to Drivers\nand merchants, may not always comply with these financial laws and\nregulations. Historical or future non-compliance with these laws or\nregulations could result in significant criminal and civil lawsuits,\npenalties, forfeiture of significant assets, or other enforcement\nactions. Costs associated with fines and enforcement actions, as well as\nreputational harm, changes in compliance requirements, or limits on our\nability to expand our product offerings, could harm our business.\n\nFurther, our payment system is susceptible to illegal and improper uses,\nincluding money laundering, terrorist financing, fraudulent sales of\ngoods or services, and payments to sanctioned parties. We have invested\nand will need to continue to invest substantial resources to comply with\napplicable anti-money laundering and sanctions laws, and in the EEA to\nconduct appropriate risk assessments and implement appropriate controls\nas a regulated financial service provider. Government authorities may\nseek to bring legal action against us if our payment system is used for\nimproper or illegal purposes or if our enterprise risk management or\ncontrols in the EEA are not adequately assessed, updated, or\nimplemented, and any such action could result in financial or\nreputational harm to our business.\n\n*We currently are subject to a number of inquiries, investigations, and\nrequests for information from the DOJ, other federal, state and local\ngovernment agencies and other foreign government agencies, the adverse\noutcomes of which could harm our business.*\n\nWe are the subject of DOJ inquiries and investigations, as well as\nenforcement inquiries and investigations by other federal, state and\nlocal government agencies and other regulators abroad. Those inquiries\nand investigations cover a broad range of matters, including but not\nlimited to, our business practices, such as fees, pricing, and related\ndisclosures, relationships with third parties, and data privacy and\nsecurity incidents. For example, in Septem"}, {"title": "uber.txt", "text": "ber 2018, after investigations\nand various lawsuits relating to the 2016 Breach, we settled with the\nAttorneys General of all 50 U.S. states and the District of Columbia\nthrough stipulated judgments and payment in an aggregate amount of \\$148\nmillion related to our failure to report the incident for approximately\none year. In April 2018, we entered into a consent decree that lasts\nthrough 2038 covering the 2014 Breach and the 2016 Breach with the FTC,\nwhich the FTC Commissioners approved in October 2018. In November and\nDecember 2018, UK, Dutch and French regulators imposed fines totaling\napproximately \\$1.6 million related to the 2016 Breach. In addition, in\nJuly 2022, we entered into a non-prosecution agreement with the DOJ\nconcerning its investigation into our handling of the 2016 Breach. The\n2016 Breach has led to, and it, as well as other security incidents we\nexperience, may continue to lead to, costly and time-consuming\nregulatory investigations and litigation from other government entities,\nas well as potentially material fines and penalties imposed by other\nU.S. and international regulators. Investigations and enforcement\nactions from such entities, as well as continued negative publicity and\nan erosion of current and prospective platform users'trust, could\nseverely disrupt our business. In addition, in March 2022, Uber\nTechnologies, Inc. and Uber B.V. were each fined \u20ac.12 million by the\nItalian data protection authority for alleged privacy violations\nstemming from an investigation conducted in 2018.\n\nWe are also subject to inquiries and investigations by government\nagencies related to certain transactions we have entered into in the\nUnited States and other countries.\n\nThese government inquiries and investigations are time-consuming and\nrequire a great deal of financial resources and attention from us and\nour senior management. If any of these matters are resolved adversely to\nus, we may be subject to additional fines, penalties, and other\nsanctions, and could be forced to change our business practices\nsubstantially in the relevant jurisdictions. Any such determinations\ncould also result in significant adverse publicity or additional\nreputational harm, and could result in or complicate other inquiries,\ninvestigations, or lawsuits from other regulators in future merger\ncontrol or conduct investigations. Any of these developments could\nresult in mater"}, {"title": "uber.txt", "text": "ial financial damages, operational restrictions, and harm\nour business.\n\n*We face risks related to our collection, use, transfer, disclosure, and\nother processing of data, which could result in investigations,\ninquiries, litigation, fines, legislative and regulatory action, and\nnegative press about our privacy and data protection practices.*\n\nThe nature of our business exposes us to claims, including civil\nlawsuits in the United States such as those related to the 2014 Breach\nand the 2016 Breach. These and any past or future privacy or security\nincidents could result in violation of applicable U.S. and international\nprivacy, data protection, and other laws. Such violations subject us to\nindividual or consumer class action litigation as well as governmental\ninvestigations and proceedings by federal, state, and local regulatory\nentities in the United States and internationally, resulting in exposure\nto material civil or criminal liability. Our data security and privacy\npractices have been the subject of inquiries from government agencies\nand regulators, not all of which are finally resolved. In April 2018, we\nentered into an FTC consent decree pursuant to which we agreed, among\notherthings, to implement a comprehensive privacy program, undergo\nbiennial third-party assessments, and not misrepresent how we protect\nconsumer information through 2038. In October 2018, the FTC approved the\nfinal settlement, which exposes us to penalties for, amongst other\nactivities, future failure to report security incidents. In November and\nDecember 2018, UK, Dutch and French supervisory authorities imposed\nfines totaling approximately \\$1.6 million. We have also entered into\nsettlement agreements with numerous state enforcement agencies. For\nexample, in January 2016, we entered into a settlement with the Office\nof the New York State Attorney General under which we agreed to enhance\nour data security practices. In addition, in September 2018, we entered\ninto stipulated judgments with the state attorneys general of all 50\nU.S. states\n\n37\n\nand the District of Columbia relating to the 2016 Breach, which involved\npayment of \\$148 million and assurances that we would enhance our data\nsecurity and privacy practices. In addition, in March 2022, Uber\nTechnologies, Inc. and Uber B.V. were each fined \u20ac.12 million by the\nItalian data protection authority for alleged privacy violations\nstem"}, {"title": "uber.txt", "text": "ming from an investigation conducted in 2018. Additionally, in July\n2022, we entered into a non-prosecution agreement with the DOJ\nconcerning its investigation into our handling of the 2016 Breach.\nFailure to comply with these and other orders could result in\nsubstantial fines, enforcement actions, injunctive relief, and other\npenalties that may be costly or that may impact our business. We may\nalso assume liabilities for breaches experienced by the companies we\nacquire as we expand our operations. For example, in April 2018, Careem\npublicly disclosed and notified relevant regulatory authorities that it\nhad been subject to a data security incident that allowed access to\ncertain personal information of riders and drivers on its platform as of\nJanuary 14, 2018. If Careem becomes subject to liability as a result of\nthis or other data security incidents or if we fail to remediate this or\nany other data security incident that Careem or we experience, we may\nface harm to our brand, business disruption, and significant\nliabilities. In addition, in July 2020, Drizly publicly disclosed that\nit had been subject to a data security incident that allowed access to\ncertain personal information of customers on its platform, and in\nNovember 2021 Drizly obtained final court approval of a settlement in a\nresulting class action litigation. Moreover, in January 2023, the FTC\nannounced a final order relating to the data security incident. If\nDrizly becomes subject to additional liability or regulatory or court\norders as a result of this or other data security incidents or if we\nfail to remediate this or any other data security incident that Drizly\nor we experience, we may face harm to our brand, business disruption,\nand significant liabilities. Our insurance programs may not cover all\npotential claims to which we are exposed and may not be adequate to\nindemnify us for the full extent of our potential liabilities.\n\nThis risk is enhanced in certain jurisdictions with stringent privacy\nlaws and, as we expand our products, offerings, and operations\ndomestically and internationally, we have, and may continue to become\nsubject to amended or additional laws that impose substantial additional\nobligations related to data privacy and security. The EU adopted the\nGDPR in 2016, and it became effective in May 2018. The GDPR applies\nextraterritorially and imposes stringent requirements for co"}, {"title": "uber.txt", "text": "ntrollers\nand processors of personal data. Such requirements include higher\nconsent standards to process personal data, robust disclosures regarding\nthe use of personal data, strengthened individual data rights, data\nbreach requirements, limitations on data retention, strengthened\nrequirements for special categories of personal data and pseudonymised\n(i.e., key-coded) data, and additional obligations for contracting with\nservice providers that may process personal data. The GDPR further\nprovides that EU member states may institute additional laws and\nregulations impacting the processing of personal data, including (i)\nspecial categories of personal data (e.g., racial or ethnic origin,\npolitical opinions, and religious or philosophical beliefs) and (ii)\nprofiling of individuals and automated individual decision-making. Such\nadditional laws and regulations could limit our ability to use and share\npersonal or other data, thereby increasing our costs and harming our\nbusiness and financial condition. Non-compliance with the GDPR\n(including any non-compliance by any acquired business) is subject to\nsignificant penalties, including fines of up to the greater of \u20ac0\nmillion or 4% of total worldwide revenue, and injunctions against the\nprocessing of personal data. Other jurisdictions outside the EU are\nsimilarly introducing or enhancing privacy and data security laws,\nrules, and regulations, which will increase our compliance costs and the\nrisks associated with non-compliance. For example, the California\nConsumer Privacy Act (\"CPA\", which provided new privacy rights for\nconsumers and new operational requirements for businesses, went into\neffect in January 2020. The CCPA includes a statutory damages framework\nand private rights of action against businesses that fail to comply with\ncertain CCPA terms or implement reasonable security procedures and\npractices to prevent data breaches. Other U.S. states have adopted, and\nlikely will continue to adopt, similar laws that provide new consumer\nprivacy rights and business operational requirements. Brazil provides\nanother example, having passed the General Data Protection Law (Lei\nGeral de Prote\u00e7\u00e3 de Dados Pessoais, or LGPD) in 2018, which is now in\neffect. These laws may be subject to amendments and regulations that may\nchange over time, or result in additional follow-on laws such as the\nCalifornia Privacy Rights Act (\"PRA\" pas"}, {"title": "uber.txt", "text": "sed in California in November\n2020.\n\nAdditionally, we are subject to laws, rules, and regulations regarding\ncross-border transfers of personal data, including laws relating to\ntransfer of personal data outside the EEA. We rely on transfer\nmechanisms permitted under these laws, including the EU Standard\nContract Clauses. Such mechanisms have received heightened regulatory\nand judicial scrutiny and have undergone modifications, and a 2020\ndecision by the Court of Justice of the European Union casts doubt on\nthe adequacy of all of the formerly-approved mechanisms for transferring\npersonal data from countries in the EEA to certain other countries such\nas the United States. If we cannot rely on existing mechanisms for\ntransferring personal data from the EEA, the United Kingdom, or other\njurisdictions, we may be unable to transfer personal data of Drivers,\nconsumers, or employees in those regions, which could have an adverse\neffect on our business, financial condition, and operating results. In\naddition, we may be required to disclose personal data pursuant to\ndemands from government agencies, including from state and city\nregulators as a requirement for obtaining or maintaining a license or\notherwise, from law enforcement agencies, and from intelligence\nagencies. This disclosure may result in a failure or perceived failure\nby us to comply with privacy and data protection policies, notices,\nlaws, rules, and regulations, could result in proceedings or actions\nagainst us in the same or other jurisdictions, and could have an adverse\nimpact on our reputation and brand. In addition, Careem has historically\nshared certain user data with certain government authorities, which\nconflicts with our global policies regarding data use, sharing, and\nownership. We expect to maintain our data use, sharing, and ownership\npractices for both our business and Careem' business, and doing so may\ncause our relationship with government authorities in certain\njurisdictions to suffer, and may result in such government authorities\nassessing significant fines or penalties against us or shutting down our\nor Careem' app on either a temporary or indefinite basis. Further, if\nany jurisdiction in which we operate changes its laws, rules, or\nregulations relating to data residency or local computation such that we\nare unable to comply in a timely manner or at all, we may risk losing\nour rights to op"}, {"title": "uber.txt", "text": "erate in such jurisdictions. This could adversely affect\nthe manner in which we provide our products and offerings and thus\nmaterially affect our\n\n38\n\noperations and financial results.\n\nSuch data protection laws, rules, and regulations are complex and their\ninterpretation is rapidly evolving, making implementation and\nenforcement, and thus compliance requirements, ambiguous, uncertain, and\npotentially inconsistent. Compliance with such laws may require changes\nto our data collection, use, transfer, disclosure, and other processing\nand certain other related business practices and may thereby increase\ncompliance costs. Additionally, any failure or perceived failure by us\nto comply with privacy and data protection policies, notices, laws,\nrules, orders and regulations could result in proceedings or actions\nagainst us by individuals, consumer rights groups, governmental entities\nor agencies, or others. We could incur significant costs investigating\nand defending such claims and, if found liable, significant damages.\nFurther, these proceedings and any subsequent adverse outcomes may\nsubject us to significant penalties and negative publicity. If any of\nthese events were to occur, our business and financial results could be\nsignificantly disrupted and adversely affected.\n\n*Adverse litigation judgments or settlements resulting from legal\nproceedings in which we may be involved could expose us to monetary\ndamages or limit our ability to operate our business.*\n\nWe have in the past been, are currently, and may in the future become,\ninvolved in private actions, collective actions, investigations, and\nvarious other legal proceedings by Drivers, consumers, merchants,\nShippers, Carriers, employees, commercial partners, competitors or,\ngovernment agencies, among others. We are subject to litigation relating\nto various matters including Driver classification, Drivers'tips and\ntaxes, the Americans with Disabilities Act, antitrust, intellectual\nproperty infringement, privacy, unfair competition, workplace culture,\nsafety practices, and employment and human resources practices. The\nresults of any such litigation, investigations, and legal proceedings\nare inherently unpredictable and expensive. Any claims against us,\nwhether meritorious or not, could be time consuming, costly, and harmful\nto our reputation, and could require significant amounts of management\ntime and corporate r"}, {"title": "uber.txt", "text": "esources. If any of these legal proceedings were to\nbe determined adversely to us, or we were to enter into a settlement\narrangement, we could be exposed to monetary damages or be forced to\nchange the way in which we operate our business, which could have an\nadverse effect on our business, financial condition, and operating\nresults.\n\nIn addition, we regularly include arbitration provisions in our terms of\nservice with end-users. These provisions are intended to streamline the\nlitigation process for all parties involved, as arbitration can in some\ncases be faster and less costly than litigating disputes in state or\nfederal court. However, arbitration may become more costly for us, or\nthe volume of arbitrations may increase and become burdensome. Further,\nthe use of arbitration provisions may subject us to certain risks to our\nreputation and brand, as these provisions have been the subject of\nincreasing public scrutiny. To minimize these risks, we have in the past\nand may in the future voluntarily limit our use of arbitration\nprovisions, or we may be required to do so, in any legal or regulatory\nproceeding, either of which could increase our litigation costs and\nexposure in respect of such proceedings. For example, effective May 15,\n2018, we ended mandatory arbitration of sexual misconduct claims by\nplatform users and employees.\n\nFurther, with the potential for conflicting rules regarding the scope\nand enforceability of arbitration on a state-by-state basis, as well as\nconflicting rules between state and federal law, some or all of our\narbitration provisions could be subject to challenge or may need to be\nrevised to exempt certain categories of protection. If our arbitration\nagreements were found to be unenforceable, in whole or in part, or\nspecific claims were required to be exempted from arbitration, we could\nexperience an increase in our litigation costs and the time involved in\nresolving such disputes, and we could face increased exposure to\npotentially costly lawsuits, each of which could adversely affect our\nbusiness, financial condition, operating results, and prospects.\n\n*We have operations in countries known to experience high levels of\ncorruption and were previously subject to, and may in the future be\nsubject to, inquiries, investigations, and requests for information with\nrespect to our compliance with a number of anti-corruption laws to which\nwe a"}, {"title": "uber.txt", "text": "re subject.*\n\nWe have operations in, and have business relationships with, entities in\ncountries known to experience high levels of corruption. We are subject\nto the FCPA and other similar laws outside the United States that\nprohibit improper payments or offers of payments to foreign governments,\ntheir officials, and political parties for the purpose of obtaining or\nretaining business. U.S. and non-U.S. regulators alike continue to focus\non the enforcement of these laws, and we may be subject to additional\ncompliance requirements to identify criminal activity and payments to\nsanctioned parties. Our activities in certain countries with high levels\nof corruption enhance the risk of unauthorized payments or offers of\npayments by Drivers, consumers, merchants, Shippers or Carriers,\nemployees, consultants, or business partners in violation of various\nanti-corruption laws, including the FCPA, even though the actions of\nthese parties are often outside our control. Our acquisition of Careem\nmay further enhance this risk because users of Careem' platform and\nCareem' employees, consultants, and business partners may not be\nfamiliar with, and may not have been previously subject to, these\nanti-corruption laws. In addition, our existing and future safeguards,\nincluding training and compliance programs to discourage these practices\nby such parties, may not prove effective, and such parties may engage in\nconduct for which we could be held responsible. Additional compliance\nrequirements may compel us to revise or expand our compliance program,\nincluding the procedures we use to verify the identity of platform users\nand monitor international and domestic transactions.\n\n39\n\n*Drivers may become subject to increased licensing requirements, and we\nmay be required to obtain additional licenses or cap the number of\nDrivers using our platform.*\n\nMany Drivers currently are not required to obtain a commercial taxi or\nlivery license in their respective jurisdictions. However, numerous\njurisdictions in which we operate have conducted investigations or taken\naction to enforce existing licensing rules, including markets within\nLatin America and the Asia-Pacific region, and many others, including\ncountries in Europe, the Middle East, and Africa, have adopted or\nproposed new laws or regulations that require Drivers to be licensed\nwith local authorities or require us or our subsidiaries to"}, {"title": "uber.txt", "text": "be licensed\nas a transportation company. Local regulations requiring the licensing\nof us or Drivers may adversely affect our ability to scale our business\nand operations. In addition, it is possible that various jurisdictions\ncould impose caps on the number of licensed Drivers or vehicles with\nwhom we may partner or impose limitations on the maximum number of hours\na Driver may work, similar to recent regulations that were adopted in\nSpain and New York City, which have temporarily frozen new vehicle\nlicenses for Drivers using platforms like ours. If we or Drivers become\nsubject to such caps, limitations, or licensing requirements, our\nbusiness and growth prospects would be adversely impacted.\n\n*We may be subject to liability for the means we use to attract and\nonboard Drivers.*\n\nWe operate in an industry in which the competition for Drivers is\nintense. In this highly competitive environment, the means we use to\nonboard and attract Drivers may be challenged by competitors, government\nregulators, or individual plaintiffs. For example, putative class\nactions have been filed by individual plaintiffs against us for alleged\nviolation of the Telephone Consumer Protection Act of 1991, alleging,\namong other things, that plaintiffs received text messages from us\nregarding our Driver program without their consent or after indicating\nto us they no longer wished to receive such text messages. These\nlawsuits are expensive and time consuming to defend, and, if resolved\nadversely to us, could result in material financial damages and\npenalties, costly adjustments to our business practices, and negative\npublicity. In addition, we could incur substantial expense and possible\nloss of revenue if competitors file additional lawsuits or other claims\nchallenging these practices.\n\n*Our business depends heavily on insurance coverage for Drivers and on\nother types of insurance for additional risks related to our business.\nIf insurance carriers change the terms of such insurance in a manner not\nfavorable to Drivers or to us, if we are required to purchase additional\ninsurance for other aspects of our business, or if we fail to comply\nwith regulations governing insurance coverage, our business could be\nharmed.*\n\nWe use a combination of third-party insurance and self-insurance\nmechanisms, including a wholly-owned captive insurance subsidiary.\nInsurance related to our Mobility products m"}, {"title": "uber.txt", "text": "ay include third-party\nautomobile, automobile comprehensive and collision, physical damage, and\nuninsured and underinsured motorist coverage. We require Drivers to\ncarry automobile insurance in most countries, and in many cases we also\nmaintain insurance on behalf of Drivers. We rely on a limited number of\nridesharing insurance providers, particularly internationally, and\nshould such providers discontinue or increase the cost of coverage, we\ncannot guarantee that we would be able to secure replacement coverage on\nreasonable terms or at all. In addition to insurance related to our\nproducts, we maintain other automobile insurance coverage for owned\nvehicles and employee activity, as well as insurance coverage for\nnon-automotive corporate risks including general liability,\nworkers'compensation, property, cyber liability, and director and\nofficers'liability. If our insurance carriers change the terms of our\npolicies in a manner unfavorable to us or Drivers, our insurance costs\ncould increase. The cost of insurance that we maintain on behalf of\nDrivers is higher in the United States and Canada than in other\ngeographies. Further, if the insurance coverage we maintain is not\nadequate to cover losses that occur, we could be liable for significant\nadditional costs.\n\nIn addition, we and our captive insurance subsidiary are party to\ncertain reinsurance and indemnification arrangements that transfer a\nsignificant portion of the risk from the insurance provider to us or our\ncaptive insurance subsidiary, which could require us to pay out material\namounts that may be in excess of our insurance reserves, resulting in\nharm to our financial condition. Our insurance reserves account for\nunpaid losses and loss adjustment expenses for risks retained by us\nthrough our captive insurance subsidiary and other risk retention\nmechanisms. Such amounts are based on actuarial estimates, historical\nclaim information, and industry data. While management believes that\nthese reserve amounts are adequate, the ultimate liability could be in\nexcess of our reserves. We also have requirements to post collateral for\ncurrent and future claim settlement obligations with certain of our\ninsurance carriers, which may have a significant impact on our\nunrestricted cash and cash equivalents available for general business\npurposes.\n\nWe may be subject to claims of significant liability based on traffic\nacci"}, {"title": "uber.txt", "text": "dents, injuries, or other incidents that are claimed to have been\ncaused by Drivers who use our platform, even when those Drivers are not\nactively using our platform or when an individual impersonates a Driver.\nAs we expand to include more offerings on our platform, our insurance\nneeds will likely extend to those additional offerings, including\nFreight. As a result, our automobile liability and general liability\ninsurance policies and insurance maintained by Drivers may not cover all\npotential claims related to traffic accidents, injuries, or other\nincidents that are claimed to have been caused by Drivers who use our\nplatform, and may not be adequate to indemnify us for all liability that\nwe could face. Even if these claims do not result in liability, we could\nincur significant costs in investigating and defending against them. If\ninsurers become insolvent, they may not be able to pay otherwise valid\nclaims in a timely manner or at all. If we are subject to claims of\nliability relating to the acts of Drivers or others using our platform,\nwe may be subject to negative publicity and incur additional expenses,\nwhich could harm our business, financial condition, and operating\nresults.In addition, we are subject to local laws, rules, and regulations\nrelating to insurance coverage which could result in proceedings or\n\n40\n\nactions against us by governmental entities or others. Legislation has\nbeen passed in many U.S. jurisdictions that codifies these insurance\nrequirements with respect to ridesharing. Additional legislation has\nbeen proposed in other jurisdictions that seeks to codify or change\ninsurance requirements with respect to ridesharing. Further, service\nproviders and business customers of Freight and Uber for Business may\nrequire higher levels of coverage as a condition to entering into\ncertain key contracts with us. Any failure, or perceived failure, by us\nto comply with local laws, rules, and regulations or contractual\nobligations relating to insurance coverage could result in proceedings\nor actions against us by governmental entities or others. These\nlawsuits, proceedings, or actions may subject us to significant\npenalties and negative publicity, require us to increase our insurance\ncoverage, require us to amend our insurance policy disclosure, increase\nour costs, and disrupt our business.\n\n*We may be subject to pricing regulations, as well as related"}, {"title": "uber.txt", "text": "litigation\nor regulatory inquiries.*\n\nOur revenue is dependent on the pricing models we use to calculate\nconsumer fares and Driver earnings. Our pricing models, including\ndynamic pricing, have been, and will likely continue to be, challenged,\nbanned, limited in emergencies, and capped in certain jurisdictions. For\nexample, we have agreed to not calculate consumer fares in excess of the\nmaximum government-mandated fares in all major Indian cities where legal\nproceedings have limited the use of surge pricing. Further, in 2018,\nHonolulu, Hawaii became the first U.S. city to pass legislation to cap\nsurge pricing if increased rates exceed the maximum fare set by the\ncity. Additional regulation of our pricing models could increase our\noperating costs and adversely affect our business. Furthermore, our\npricing model has been the subject of litigation and regulatory\ninquiries related to, among other things, the calculation of and\nstatements regarding consumer fares and Driver earnings (including\nrates, fees, surcharges, and tolls), as well as the use of surge pricing\nduring emergencies and natural disasters. In addition, an increasing\nnumber of municipalities have proposed delivery network fee caps with\nrespect to our Delivery offering and caps on surge pricing with respect\nto our Mobility offering. As a result, we may be forced to change our\npricing models in certain jurisdictions, which could harm our revenue or\nresult in a sub-optimal tax structure.\n\n*If we are unable to protect our intellectual property, or if third\nparties are successful in claiming that we are misappropriating the\nintellectual property of others, we may incur significant expense and\nour business may be adversely affected.*\n\nOur intellectual property includes the content of our website, mobile\napplications, registered domain names, software code, firmware, hardware\nand hardware designs, registered and unregistered trademarks, trademark\napplications, copyrights, trade secrets, inventions (whether or not\npatentable), patents, and patent applications. We believe that our\nintellectual property is essential to our business and affords us a\ncompetitive advantage in the markets in which we operate. If we do not\nadequately protect our intellectual property, our brand and reputation\nmay be harmed, Drivers, consumers, merchants, Shippers, and Carriers\ncould devalue our products and offerings, and our ab"}, {"title": "uber.txt", "text": "ility to compete\neffectively may be impaired.\n\nTo protect our intellectual property, we rely on a combination of\ncopyright, trademark, patent, and trade secret laws, contractual\nprovisions, end-user policies, and disclosure restrictions. Upon\ndiscovery of potential infringement of our intellectual property, we\nassess and when necessary, take action to protect our rights as\nappropriate. We also enter into confidentiality agreements and invention\nassignment agreements with our employees and consultants and seek to\ncontrol access to, and distribution of, our proprietary information in a\ncommercially prudent manner. The efforts we have taken and may take to\nprotect our intellectual property may not be sufficient or effective.\nFor example, effective intellectual property protection may not be\navailable in every country in which we currently or in the future will\noperate. In addition, it may be possible for other parties to copy or\nreverse-engineer our products and offerings or obtain and use the\ncontent of our website without authorization. Further, we may be unable\nto prevent competitors or other third parties from acquiring or using\ndomain names or trademarks that are similar to, infringe upon, or\ndiminish the value of our domain names, trademarks, service marks, and\nother proprietary rights. Moreover, our trade secrets may be compromised\nby third parties or our employees, which would cause us to lose the\ncompetitive advantage derived from the compromised trade secrets.\nFurther, we may be unable to detect infringement of our intellectual\nproperty rights, and even if we detect such violations and decide to\nenforce our intellectual property rights, we may not be successful, and\nmay incur significant expenses, in such efforts. In addition, any such\nenforcement efforts may be time-consuming and may divert management'\nattention. Further, such enforcement efforts may result in a ruling that\nour intellectual property rights are unenforceable or invalid. Any\nfailure to protect or any loss of our intellectual property may have an\nadverse effect on our ability to compete and may adversely affect our\nbusiness, financial condition, or operating results.\n\nCompanies in the Internet and technology industries, and other patent\nand trademark holders, including \"on-practicing entities,\"seeking to\nprofit from royalties in connection with grants of licenses or seeking\nto obtain in"}, {"title": "uber.txt", "text": "junctions, own large numbers of patents, copyrights,\ntrademarks, and trade secrets and frequently enter into litigation based\non allegations of infringement or other violations of intellectual\nproperty rights. We have and may in the future continue to receive\nnotices that claim we have misappropriated, misused, or infringed upon\nother parties'intellectual property rights.\n\nFurthermore, from time to time we may introduce or acquire new products,\nincluding in areas in which we historically have not operated, which\ncould increase our exposure to patent and other intellectual property\nclaims. In addition, we, and companies we acquired or in which we have\nan interest, have been sued, and may in the future be sued, for\nallegations of intellectual property infringement or threats of trade\nsecret misappropriation. If a company we acquire or in which we have an\ninterest loses rights to valuable intellectual property or is found to\ninfringe third party intellectual property rights in such lawsuits, the\nvalue of our investment may materially decline.\n\n41\n\nAny intellectual property claim against us, regardless of merit, could\nbe time consuming and expensive to settle or litigate, could divertour\nmanagement' attention and other resources, and could hurt goodwill\nassociated with our brand. These claims may also subject us to\nsignificant liability for damages and may result in us having to stop\nusing technology, content, branding, or business methods found to be in\nviolation of another party' rights. Further, certain adverse outcomes of\nsuch proceedings could adversely affect our ability to compete\neffectively in existing or future businesses.\n\nWe may be required or may opt to seek a license for the right to use\nintellectual property held by others, which may not be available on\ncommercially reasonable terms, or at all. Even if a license is\navailable, we may be required to pay significant royalties or license\nfees, which may increase our operating expenses. We may also be required\nto develop alternative non-infringing technology, content, branding, or\nbusiness methods, which could require significant effort and expense and\nmake us less competitive. If we cannot license or develop alternative\ntechnology, content, branding, or business methods for any allegedly\ninfringing aspect of our business, we may be unable to compete\neffectively or we may be prevented from operating o"}, {"title": "uber.txt", "text": "ur business in\ncertain jurisdictions. Any of these results could harm our operating\nresults.\n\n*Our reported financial results may be adversely affected by changes in\naccounting principles.*\n\nThe accounting for our business is complicated, particularly in the area\nof revenue recognition, and is subject to change based on the evolution\nof our business model, interpretations of relevant accounting\nprinciples, enforcement of existing or new regulations, and changes in\nSEC or other agency policies, rules, regulations, and interpretations,\nof accounting regulations. Changes to our business model and accounting\nmethods could result in changes to our financial statements, including\nchanges in revenue and expenses in any period, or in certain categories\nof revenue and expenses moving to different periods, may result in\nmaterially different financial results, and may require that we change\nhow we process, analyze, and report financial information and our\nfinancial reporting controls.\n\n*If we are deemed an investment company under the Investment Company\nAct, applicable restrictions could have an adverse effect on our\nbusiness.*\n\nThe Investment Company Act contains substantive legal requirements that\nregulate the manner in which \"nvestment companies\"are permitted to\nconduct their business activities. We believe that we have conducted our\nbusiness in a manner that does not result in being characterized as an\n\"nvestment company\"under the Investment Company Act because we are\nprimarily engaged in a non-investment company business. Although a\nsignificant portion of our assets constitute investments in\nnon-controlled entities (including in China), referred to elsewhere in\nthis Annual Report on Form 10-K as minority-owned affiliates, we believe\nthat we are not an investment company as defined by the Investment\nCompany Act. While we intend to conduct our operations such that we will\nnot be deemed an investment company, such a determination would require\nus to initiate burdensome compliance requirements and comply with\nrestrictions imposed by the Investment Company Act that would limit our\nactivities, including limitations on our capital structure and our\nability to transact with affiliates, which would have an adverse effect\non our financial condition. To avoid such a determination, we may be\nrequired to conduct our business in a manner that does not subject us to\nthe requirem"}, {"title": "uber.txt", "text": "ents of the Investment Company Act, which could have an\nadverse effect on our business. For example, we may be required to sell\ncertain of our assets and pay significant taxes upon the sale or\ntransfer of such assets.\n\nRisks Related to Ownership of Our Common Stock\n\n*The market price of our common stock has been, and may continue to be,\nvolatile or may decline steeply or suddenly regardless of our operating\nperformance, and we may not be able to meet investor or analyst\nexpectations. You may not be able to resell your shares at or above the\nprice you paid and may lose all or part of your investment.*\n\nThe market price of our common stock may fluctuate or decline\nsignificantly in response to numerous factors, many of which are beyond\nour control, including:\n\n\u2022actual or anticipated fluctuations in MAPCs, Trips, Adjusted EBITDA,\nFree Cash Flow, Gross Bookings, revenue, or other operating and\nfinancial results;\n\n\u2022announcements by us or estimates by third parties of actual or\nanticipated changes in the number of Drivers and consumers on our\nplatform;\n\n\u2022variations between our actual operating results and the expectations of\nour management, securities analysts, investors, the financial community;\n\n\u2022changes in accounting principles or changes in interpretations of\nexisting principles, which could affect financial results;\n\n\u2022actions of securities analysts who initiate or maintain coverage of us,\nchanges in financial estimates by any securities analysts who follow our\ncompany, or our failure to meet these estimates or the expectations of\ninvestors;\n\n\u2022announcements by us or our competitors of significant products or\nfeatures, technical innovations, acquisitions, strategic partnerships,\njoint ventures, or capital commitments;\n\n\u2022negative media coverage or publicity;\n\n\u2022changes in operating performance and stock market valuations of\ntechnology companies generally, or those in our\n\n42\n\nindustry in particular, including our competitors;\n\n\u2022price and volume fluctuations in the overall stock market, including as\na result of trends in the economy as a whole;\n\n\u2022lawsuits threatened, filed, or decided against us;\n\n\u2022developments in legislation or regulatory actions, including interim or\nfinal rulings by judicial or regulatory bodies (including any\ncompetition authorities blocking, delaying, or subjecting our pending\nacquisitions to significant limitations or restrictions on our abil"}, {"title": "uber.txt", "text": "ity\nto operate in one or more markets, or requiring us to divest our or any\ntarget company' assets or businesses in one or more markets);\n\n\u2022changes in accounting standards, policies, guidelines, interpretations,\nor principles;\n\n\u2022any major change in our board of directors or management;\n\n\u2022any safety incidents or public reports of safety incidents that occur\non our platform or in our industry;\n\n\u2022statements, commentary, or opinions by public officials that our\nproduct offerings are or may be unlawful, regardless of any interim or\nfinal rulings by judicial or regulatory bodies; and\n\n\u2022other events or factors, including those resulting from war, incidents\nof terrorism, natural disasters, public health concerns or epidemics,\npandemics, natural disasters, or responses to these events.\n\nIn addition, price and volume fluctuations in the stock markets have\naffected and continue to affect many technology companies'stock prices.\nOften, their stock prices have fluctuated in ways unrelated or\ndisproportionate to the companies'operating performance. In the past,\nstockholders have filed securities class action litigation following\nperiods of market volatility. For example, beginning in September 2019,\nseveral putative class actions were filed in California state and\nfederal courts against us, our directors, certain of our officers, and\nthe underwriters named in our IPO registration statement alleging\nviolations of securities laws in connection with our IPO. Securities\nlitigation could subject us to substantial costs, divert resources and\nthe attention of management from our business, and seriously harm our\nbusiness. In addition, the occurrence of any of the factors listed\nabove, among others, may cause our stock price to decline significantly,\nand there can be no assurance that our stock price would recover. As\nsuch, you may not be able to sell your shares at or above the price you\npaid, and you may lose some or all of your investment.\n\n*Delaware law and provisions in our amended and restated certificate of\nincorporation and amended and restated bylaws could make a merger,\ntender offer, or proxy contest difficult, thereby depressing the trading\nprice of our common stock.*\n\nOur amended and restated certificate of incorporation and amended and\nrestated bylaws contain provisions that could depress the trading price\nof our common stock by acting to discourage, delay, or prevent"}, {"title": "uber.txt", "text": "a change\nof control of our company or changes in our management that the\nstockholders of our company may deem advantageous. These provisions\ninclude the following:\n\n\u2022our board of directors has the right to elect directors to fill\nvacancies created by the expansion of our board of directors or the\nresignation, death, or removal of a director, which prevents\nstockholders from being able to fill vacancies on our board of\ndirectors;\n\n\u2022advance notice requirements for stockholder proposals, which may reduce\nthe number of stockholder proposals available for stockholder\nconsideration;\n\n\u2022limitations on stockholder ability to convene special stockholder\nmeetings, which could make it difficult for our stockholders to adopt\ndesired governance changes;\n\n\u2022prohibition on cumulative voting in the election of directors, which\nlimits the ability of minority stockholders to elect director\ncandidates; and\n\n\u2022our board of directors is able to issue, without stockholder approval,\nshares of undesignated preferred stock, which makes it possible for our\nboard of directors to issue preferred stock with voting or other rights\nor preferences that could impede the success of any attempt to acquire\nus.\n\nAny provision of our amended and restated certificate of incorporation,\namended and restated bylaws, or Delaware law that has the effect of\ndelaying or deterring a change in control could limit the opportunity\nfor our stockholders to receive a premium for their shares of our common\nstock, and could also affect the price that some investors are willing\nto pay for our common stock. In addition, under our existing debt\ninstruments, we, and certain of our subsidiaries, are subject to certain\nlimitations on our business and operations, including limitations on\ncertain consolidations, mergers, and sales of assets. For information\nregarding these and other provisions, see the risk factor titled \"We\nhave incurred a significant amount of debt and may in the future incur\nadditional indebtedness. Our payment obligations under such indebtedness\nmay limit the funds available to us, and the terms of our debt\nagreements may restrict our flexibility in operating our business.\"\n\n*Sales, directly or indirectly, of shares of our common stock by\nexisting stockholders could cause our stock price to decline.*\n\n43\n\nSales, directly or indirectly, of a substantial number of shares of our\ncommon stock, or the publi"}, {"title": "uber.txt", "text": "c perception that these sales might occur,\ncould depress the market price of our common stock and could impair our\nability to raise capital through the sale of additional equity\nsecurities. We may issue our shares of common stock or securities\nconvertible or exchangeable into or exercisable for our common stock\nfrom time to time in connection with a financing, acquisition,\ninvestments or otherwise. Such issuances, including the issuance of\nadditional shares of our common stock upon exercise of such equity\nawards, could result in substantial dilution to our existing\nstockholders and cause the trading price of our common stock to decline.\n\n*We do not intend to pay cash dividends for the foreseeable future.*\n\nWe have never declared or paid cash dividends on our capital stock. We\ncurrently intend to retain any future earnings to finance the operation\nand expansion of our business, and we do not expect to declare or pay\nany cash dividends in the foreseeable future. In addition, certain of\nour existing debt instruments include restrictions on our ability to pay\ncash dividends. As a result, you may only receive a return on your\ninvestment in our common stock if the market price of our common stock\nincreases.\n\n*Our amended and restated certificate of incorporation provides that the\nCourt of Chancery of the State of Delaware and, to the extent\nenforceable, the federal district courts of the United States of America\nare the exclusive forums for substantially all disputes between us and\nour stockholders, which could limit our stockholders'ability to obtain a\nfavorable judicial forum for disputes with us or our directors,\nofficers, or employees.*\n\nOur amended and restated certificate of incorporation provides that the\nCourt of Chancery of the State of Delaware is the exclusive forum for\nthe following types of actions or proceedings under Delaware statutory\nor common law:\n\n\u2022any derivative action or proceeding brought on our behalf;\n\n\u2022any action asserting a breach of fiduciary duty;\n\n\u2022any action asserting a claim against us or our directors, officers, or\nemployees arising under the Delaware General Corporation Law, our\namended and restated certificate of incorporation, or our amended and\nrestated bylaws;\n\n\u2022any action regarding our amended and restated certificate of\nincorporation or our amended and restated bylaws;\n\n\u2022any action as to which the Delaware General Corporation"}, {"title": "uber.txt", "text": "Law confers\njurisdiction to the Court of Chancery of the State of Delaware; and\n\n\u2022any action asserting a claim against us that is governed by the\ninternal-affairs doctrine.\n\nThis provision would not apply to suits brought to enforce a duty or\nliability created by the Exchange Act or any other claim for which the\nU.S. federal courts have exclusive jurisdiction.\n\nOur amended and restated certificate of incorporation provides that the\nfederal district courts of the United States of America will be the\nexclusive forum for resolving any complaint asserting a cause of action\narising under the Securities Act, subject to and contingent upon a final\nadjudication in the State of Delaware of the enforceability of such\nexclusive forum provision. Although the Delaware Supreme Court has held\nthat such exclusive forum provisions are facially valid, courts in other\njurisdictions may find such provisions to be unenforceable.\n\nThese exclusive-forum provisions may limit a stockholder' ability to\nbring a claim in a judicial forum that it finds favorable for disputes\nwith us or our directors, officers, or other employees, which may\ndiscourage lawsuits against us and our directors, officers, and otheremployees. If any other court of competent jurisdiction were to find\neither exclusive-forum provision in our amended and restated certificate\nof incorporation to be inapplicable or unenforceable, we may incur\nadditional costs associated with resolving the dispute in other\njurisdictions, which could seriously harm our business.\n\n*If we are unable to maintain effective internal control over financial\nreporting in the future, investors may lose confidence in the accuracy\nand completeness of our financial reports, and the market price of our\ncommon stock may be harmed.*\n\nAs a result of being a public company, we are obligated to develop and\nmaintain proper and effective internal controls over financial\nreporting, and any failure to maintain the adequacy of these internal\ncontrols may adversely affect investor confidence in our company and, as\na result, the value of our common stock.\n\nWe are required, pursuant to Section 404 of the Sarbanes-Oxley Act\n(\"ection 404\", to furnish an annual report by management on, among other\nthings, the effectiveness of our internal control over financial\nreporting. In addition, our independent registered public accounting\nfirm is required to attest to the"}, {"title": "uber.txt", "text": "effectiveness of our internal control\nover financial annually. We currently are required to disclose changes\nin internal control over financial reporting that have materially\naffected, or are reasonably likely to materially affect, our internal\ncontrol over financial reporting on a quarterly basis.\n\nThe process of compiling the system and processing documentation\nnecessary to perform the evaluation needed to comply with Section 404 is\ncostly and challenging, and we may not be able to complete evaluation,\ntesting, and any required remediation in a timely fashion. As our\nbusiness continues to grow in size and complexity, we are improving our\nprocesses and infrastructure to help ensure we can prepare financial\nreporting and disclosures within the timeline required for a public\ncompany. During the evaluation and\n\n44\n\ntesting process of our internal controls, if we identify one or more\nmaterial weaknesses in our internal control over financial reporting, we\nwill be unable to assert that our internal control over financial\nreporting is effective.\n\nWe cannot assure you that there will not be material weaknesses in our\ninternal control over financial reporting in the future, particularlydue to high growth offerings (such as with Delivery and Freight), which\nmay cause challenges in consistent performance and timely designing new\ncontrols. Any failure to maintain internal control over financial\nreporting could severely inhibit our ability to accurately report our\nfinancial condition or operating results. If we are unable to conclude\nthat our internal control over financial reporting is effective, or if\nwe or our independent registered public accounting firm determines we\nhave a material weakness in our internal control over financial\nreporting, we could lose investor confidence in the accuracy and\ncompleteness of our financial reports, the market price of our common\nstock could decline, and we could be subject to sanctions or\ninvestigations by the stock exchange on which our securities are listed,\nthe SEC or other regulatory authorities. Failure to remedy any material\nweakness in our internal control over financial reporting, or to\nimplement or maintain these and other effective control systems, could\nalso restrict our future access to the capital markets.\n\nITEM 1B. UNRESOLVED STAFF COMMENTS\n\nNot applicable.\n\nITEM 2. PROPERTIES\n\nAs of December\u00a01, 2022, we leased and"}, {"title": "uber.txt", "text": "owned office facilities around the\nworld totaling 9.2 million square feet, including 2.3 million square\nfeet for our corporate headquarters in the San Francisco Bay Area,\nCalifornia.\n\nWe believe our facilities, which are generally used by all of our\nreportable segments, are adequate and suitable for our current needs and\nthat should it be needed, suitable additional or alternative space will\nbe available to accommodate our operations.\n\nITEM 3. LEGAL PROCEEDINGS\n\nWe are a party to various legal actions and government investigations,\nand similar or other actions could be brought against us in the future.\nThe most significant of these matters are described below.\n\nLegal Proceedings Described in Note 14 --Commitments and Contingencies\nto Our Consolidated Financial Statements\n\nNote 14 --Commitments and Contingencies to our consolidated financial\nstatements for the year ended December\u00a01, 2022 contained in this Annual\nReport on Form 10-K includes information on legal proceedings that\nconstitute material contingencies for financial reporting purposes that\ncould have a material adverse effect on our consolidated financial\nposition, liquidity or results of operations if they were resolved in a\nmanner that is adverse to us. This item should be read in conjunction\nwith Note 14 for information regarding the following material legal\nproceedings, which information is incorporated into this item by\nreference:\n\n\u2022Driver Classification\n\n\u2022State Unemployment Taxes\n\nLegal Proceedings That Are Not Described in Note 14 --Commitments and\nContingencies to Our Consolidated Financial Statements\n\nIn addition to the matters that are identified in Note 14 --Commitments\nand Contingencies to our consolidated financial statements for the year\nended December\u00a01, 2022 contained in this Annual Report on Form 10-K, and\nincorporated into this item by reference, the following matters also\nconstitute material pending legal proceedings, other than ordinary\ncourse litigation incidental to our business, to which we are or any of\nour subsidiaries is a party.\n\n*Australia Class Actions*\n\nIn May 2019, an Australian law firm filed a class action in the Supreme\nCourt of Victoria, Australia, against us and certain of our\nsubsidiaries, on behalf of certain participants in the taxi, hire-car,\nand limousine industries. The plaintiff alleges that the Uber entities\nconspired to injure the group members during the"}, {"title": "uber.txt", "text": "period 2014 to 2017 by\neither directly breaching transport legislation or commissioning\noffenses against transport legislation by UberX Drivers in Australia.\nThe claim alleges, in effect, that these operations caused loss and\ndamage to the class representative and class members, including lost\nincome and decreased value of certain taxi licenses. In March, April and\nOctober 2020, the same Australian law firm filed four additional class\naction lawsuits alleging the same claim. We deny these allegations and\nintend to continue to vigorously defend against the lawsuits. A trial\nhas been scheduled to commence in February 2024.\n\n*Other Legal Proceedings*\n\nWhile it is not possible to determine the outcome of the legal actions,\ninvestigations, and proceedings brought against us, we believe that,\nexcept for the matters described above, the resolution of all such\nmatters will not have a material adverse effect on our consolidated\nfinancial position or liquidity, but could be material to our\nconsolidated results of operations in any one accounting period. We are\ncurrently involved in, and may in the future be involved in, legal\nproceedings, litigation, claims, and government investigations inthe\nordinary course of business. In addition, the nature of our business\nexposes us to claims related to the classification of Drivers and the\ncompliance of our business with applicable law. This risk is enhanced in\ncertain jurisdictions outside\n\n45\n\nthe United States where we may be less protected under local laws than\nwe are in the United States. Although the results of the legal\nproceedings, claims, and government investigations in which we are\ninvolved cannot be predicted with certainty, we do not believe that the\nfinal outcome of these matters is reasonably likely to have a material\nadverse effect on our business, financial condition, or operating\nresults. Regardless of final outcomes, however, any such legal\nproceedings, claims, and government investigations may nonetheless\nimpose a significant burden on management and employees and may come\nwith costly defense costs or unfavorable preliminary and interim\nrulings.\n\nITEM 4. MINE SAFETY DISCLOSURES\n\nNot applicable.\n\nPART II\n\nITEM 5. MARKET FOR REGISTRANT' COMMON EQUITY, RELATED STOCKHOLDER\nMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES\n\nMarket Information for Common Stock\n\nOur common stock has been listed on the New York St"}, {"title": "uber.txt", "text": "ock Exchange (\"YSE\"\nunder the symbol \"BER\"since May\u00a00, 2019. Prior to that date, there was\nno public trading market for our common stock.\n\nHolders of our Common Stock\n\nAs of February\u00a05, 2023, there were\u00a0,457 holders of record of our common\nstock. The actual number of stockholders is greater than this number of\nrecord holders and includes stockholders who are beneficial owners but\nwhose shares are held in street name by brokers and other nominees.\n\nDividend Policy\n\nWe have never declared or paid cash dividends on our capital stock. We\nintend to retain all available funds and future earnings, if any, to\nfund the development and expansion of our business, and we do not\nanticipate declaring or paying any cash dividends in the foreseeable\nfuture. The terms of certain of our outstanding debt instruments\nrestrict our ability to pay dividends or make distributions on our\ncommon stock, and we may enter into credit agreements or other borrowing\narrangements in the future that will restrict our ability to declare or\npay cash dividends or make distributions on our capital stock. Any\nfuture determination regarding the declaration and payment of dividends,\nif any, will be at the discretion of our board of directors and will\ndepend on then-existing conditions, including our financial condition,\noperating results, contractual restrictions, capital requirements,\nbusiness prospects, and other factors our board of directors may deem\nrelevant.\n\nUnregistered Sales of Equity Securities and Use of Proceeds\n\n*Unregistered Sales of Equity Securities*\n\nIn November 2022, we issued 72 shares of our common stock to holders of\nCareem Convertible Notes who elected to convert the balance of such\nnotes to common stock at a conversion price of \\$55 per share. The\nshares were exempt from registration pursuant to Regulation S of the\nSecurities Act.\n\nPerformance Graph\n\n*This performance graph shall not be deemed \"oliciting material\"or to be\n\"iled\"with the SEC for purposes of Section 18 of the Exchange Act, or\notherwise subject to the liabilities under that Section, and shall not\nbe deemed to be incorporated by reference into any filing of Uber\nTechnologies, Inc. under the\u00a0ecurities Act, or the\u00a0xchange Act.*\n\nThe following graph compares the cumulative total return to stockholders\non our common stock relative to the cumulative total returns of the\nStandard & Poor' 500 Index, (\"&P 500\", and the S"}, {"title": "uber.txt", "text": "&P 500 Information\nTechnology Sector\u00a0ndex (\"&P 500 IT\". An investment of \\$100 (with\nreinvestment of all dividends) is assumed to have been made in our\ncommon stock and in each index on May\u00a00, 2019, the date our common stock\nbegan trading on the NYSE, and its relative performance is tracked\nthrough December\u00a01, 2022. The returns shown are based on historical\nresults and are not intended to suggest future performance.\n\n46\n\n![image](3e9320f43e5550bd3269f9901bd0bbe9ae470327.jpg){width=\"6.75in\"\nheight=\"3.58125in\"}\n\nITEM 6. \\[RESERVED\\]\n\nITEM 7. MANAGEMENT' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND\nRESULTS OF OPERATIONS\n\n*The following discussion and analysis of our financial condition and\nresults of operations should be read in conjunction with our\nconsolidated financial statements and the related notes included\u00a0n Part\nII, Item 8, \"inancial Statements and Supplementary Data,\"of this Annual\nReport on Form 10-K*. *We have elected to omit discussion on the\nearliest of the three years covered by the consolidated financial\nstatements presented. Refer to Item 7. Management\\'s Discussion and\nAnalysis of Financial Condition and Results of Operations located in our\nAnnual Report on Form10-K for the year ended December 31, 2021, filed\non February 24, 2022, for reference to discussion of the fiscal year\nended December 31, 2020, the earliest of the three fiscal years\npresented.*\n\n*In addition to our historical consolidated financial information, the\nfollowing discussion contains forward-looking statements that reflect\nour plans, estimates, and beliefs. Our actual results could differ\nmaterially from those discussed in the forward-looking statements. You\nshould review the sections titled \"pecial Note Regarding Forward-Looking\nStatements\"for a discussion of forward-looking statements and in Part I,\nItem 1A, \"isk Factors\" for a discussion of factors that could cause\nactual results to differ materially from the results described in or\nimplied by the forward-looking statements contained in the following\ndiscussion and analysis and elsewhere in this Annual Report on Form\n10-K.*\n\nOverview\n\nWe are a technology platform that uses a massive network, leading\ntechnology, operational excellence, and product expertise to power\nmovement from point A to point B. We develop and operate proprietary\ntechnology applications supporting a variety of offerings on our\nplatform. We connect"}, {"title": "uber.txt", "text": "consumers with providers of ride services,\nmerchants as well as delivery service providers for meal preparation,\ngrocery and other delivery services. Uber also connects consumers with\npublic transportation networks. We use this same network, technology,\noperational excellence, and product expertise to connect Shippers with\nCarriers in the freight industry by providing Carriers with the ability\nto book a shipment, transportation management and other logistics\nservices. We are also developing technologies designed to provide new\nsolutions to everyday problems.\n\n*Driver Classification Developments*\n\nThe classification of Drivers is currently being challenged in courts,\nby legislators and by government agencies in the United States and\nabroad. We are involved in numerous legal proceedings globally,\nincluding putative class and collective class action lawsuits, demands\nfor arbitration, charges and claims before administrative agencies, and\ninvestigations or audits by labor, social security, and tax authorities\nthat claim that Drivers should be treated as our employees (or as\nworkers or quasi-employees where those statuses exist), rather than as\nindependent contractors. Of particular note are proceedings in\nCalifornia, where on May 5, 2020, the California Attorney General, in\nconjunction with the city attorneys for San Francisco, Los Angeles and\nSan Diego, filed a complaint in San Francisco Superior Court (the \"ourt\"\nagainst Uber and Lyft, Inc., alleging that drivers are misclassified,\nand sought an injunction and monetary damages related to the alleged\ncompetitive advantage caused by the alleged misclassification of\ndrivers.\n\n47\n\nOn August 10, 2020, the Court issued a preliminary injunction order\nprohibiting us from classifying Drivers as independent contractors and\nfrom violating various wage and hour laws. Following a stay of the\ninjunction and our unsuccessful appeal of the injunction to a Court of\nAppeal, we were ordered to comply with the preliminary injunction. In\nNovember 2020, California voters approved Proposition 22, a state ballot\ninitiative that provides a framework for drivers that use platforms like\nours for independent work. Proposition 22 went into effect in December\n2020. Although our stipulation to dissolve the California Attorney\nGeneral' preliminary injunction was granted in April 2021, that\nlitigation remains pending, and we also may face li"}, {"title": "uber.txt", "text": "ability relating to\nperiods before the effective date of Proposition 22.\n\nIn January 2021, a petition was filed with the California Supreme Court\nby several drivers and a labor union alleging that Proposition 22 is\nunconstitutional, which was denied. The same drivers and labor union\nhave since filed a similar challenge in California Superior Court, and\nin August 2021, the Alameda County Superior Court ruled that Proposition\n22 is unconstitutional. On September 21, 2021, the State of California\nfiled an appeal of that decision with the California Court of Appeal,\nand the Protect App-Based Drivers and Services organization, who\nintervened in the matter, has also filed an appeal. Oral argument was\nheard and we await a decision.\n\nTo comply with Proposition 22, we have incurred and expect to incur\nadditional expenses, including expenses associated with a guaranteed\nminimum earnings floor for Drivers, insurance for injury protection and\nsubsidies for health care. We do not expect these changes will have a\nmaterial impact on our business, results of operations, financial\nposition, or cash flows.\n\nAlso of note, on October 28, 2015, a claim by 25 Drivers, including Mr.\nY. Aslam and Mr. J. Farrar, was brought in the United Kingdom (\"K\"\nEmployment Tribunal against us asserting that they should be classified\nas \"orkers\"(a separate category between independent contractors and\nemployees) in the UK rather than independent contractors. The tribunal\nruled on October 28, 2016 that the Drivers were workers whenever our App\nis switched on and they are ready and able to take trips, based on an\nassessment of the App in July 2016. The Court of Appeal rejected our\nappeal in a majority decision on December 19, 2018. We appealed to the\nSupreme Court and a hearing at the Supreme Court took place in July\n2020.\n\nOn February 19, 2021, the Supreme Court of the UK upheld the tribunal\nruling. Subsequently, we initiated a historical claims settlement\nprocess for UK drivers. Damages may include back pay including holiday\npay and minimum wage. Additional claimants have also filed and each\nclaimant will be required to bring their own separate action to an\nemployment tribunal to determine whether they met the\n\"orker\"classification and if so, how much each claimant will be awarded.\n\nOn March 16, 2021, we announced that more than 70,000 drivers in the UK\nwill be treated as workers, earning at leas"}, {"title": "uber.txt", "text": "t the National Living Wage\nwhen driving with Uber. They will also be paid for holiday time and all\nthose eligible will be automatically enrolled into a pension plan. We\nhave also completed a settlement process with drivers in the UK to\nproactively resolve historical claims relating to their classification\nunder UK law. Our portal for drivers to register for a settlement of\nhistorical holiday pay and national minimum wage liabilities closed on\nJuly 22, 2021 and we have extended offers to all drivers eligible for\nsettlement who are not already represented by an attorney and have made\npayments to the drivers who accepted our offers. Compensation hearings\nwill take place for claimants who have not settled their historic\nclaims, where the tribunal will assess our position on the correct\napproach to working time, expenses, and holiday pay.\n\nOn June 23, 2021, we received a compliance notice from the UK pension\nregulator to facilitate our auto-enrollment implementation. We have\ncompleted the enrollment of eligible drivers in the UK into a pension\nplan.\n\nIf, as a result of legislation or judicial decisions, we are required to\nclassify Drivers as employees, workers or quasi-employees where those\nstatuses exist, we would incur significant additional expenses for\ncompensating Drivers, including expenses associated with the application\nof wage and hour laws (including minimum wage, overtime, and meal and\nrest period requirements), employee benefits, social security\ncontributions, taxes (direct and indirect), and potential penalties.\nAdditionally, we may not have adequate Driver supply as Drivers may opt\nout of our platform given the loss of flexibility under an employment\nmodel, and we may not be able to hire a majority of the Drivers\ncurrently using our platform. Any of these events could negatively\nimpact our business, result of operations, financial position, and cash\nflows.\n\nFor a discussion of risk factors related to how misclassification\nchallenges may impact our business, result of operations, financial\nposition and operating condition and cash flows, see the risk factor\ntitled \"Our business would be adversely affected if Drivers were\nclassified as employees, workers or quasi-employees\"included in Part I,\nItem 1A, \"isk Factors\" and Note 14 --Commitments and Contingencies to\nour consolidated financial statements included in Part II, Item 8,\n\"inancial Statements and"}, {"title": "uber.txt", "text": "Supplementary Data,\"of this Annual Report on\nForm 10-K.\n\nIn addition, if we are required to classify Drivers as employees, this\nmay impact our current financial statement presentation including\nrevenue, cost of revenue, incentives and promotions as further described\nin Note 1 --Description of Business and Summary of Significant\nAccounting Policies in the notes to the consolidated financial\nstatements included in Part II, Item 8, \"inancial Statements and\nSupplementary Data,\"and the section titled \"ritical Accounting\nEstimates\"in Part II, Item 7, of this Annual Report on Form 10-K.\n\n48\n\nFinancial and Operational Highlights\n\n --------------------------------------------------------- -- ------------------------- --------- ------- -- ----------------------- ---------- ----------------------- -- ------ ---- -- ----- ---- -- -- -- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,Constant Currency (1) \n *(In millions, except percentages)* 2021 2022 2021 to 2022 % Change 2021 to 2022 % Change \n Monthly Active Platform Consumers (\"APCs\" (2), (3) 118 131 11\u00a0 \\% \n Trips (2) 6,368 7,642 20\u00a0 \\% \n Gross Bookings (2) \\$ 90,415\u00a0 \\$ 115,395\u00a0 28\u00a0 \\% 33\u00a0 \\% \n Revenue \\$ 17,455\u00a0 \\$ 31,877"}, {"title": "uber.txt", "text": "83\u00a0 \\% 90\u00a0 \\% \n Net loss attributable to Uber Technologies, Inc. (4) \\$ \\(496\\) \\$ (9,141) \\*\\* \n Mobility Adjusted EBITDA \\$ 1,596\u00a0 \\$ 3,299\u00a0 107\u00a0 \\% \n Delivery Adjusted EBITDA \\$ \\(348\\) \\$ 551\u00a0 \\*\\* \n Adjusted EBITDA (1), (2) \\$ \\(774\\) \\$ 1,713\u00a0 \\*\\*Net cash provided by (used in) operating activities (5) \\$ \\(445\\) \\$ 642\u00a0 \\*\\* \n Free cash flow (1), (5) \\$ \\(743\\) \\$ 390\u00a0 \\*\\* \n \n --------------------------------------------------------- -- ------------------------- --------- ------- -- ----------------------- ---------- ----------------------- -- ------ ---- -- ----- ---- -- -- -- -- -- -- -- -- -- -- -- --\n\n\\(1\\) See the section titled \"econciliations of Non-GAAP Financial\nMeasures\"for more information and reconciliations to the most directly\ncomparable GAAP financial measure.\n\n\\(2\\) See the section titled \"ertain Key Metrics and Non-GAAP Financial\nMeasures\"below for more information.\n\n\\(3\\) MAPCs presented for annual periods are MAPCs for the fourth\nquarter of the year.\n\n\\(4\\) Net loss attributable to Uber Technologies, Inc. included\nstock-based compensation expense of \\$1.2 billion and \\$1.8 billion\nduring the years ended December 31, 2021 and 2022, respectively.\n\n\\(5\\) Net cash used in operating activities and free cash flow during\nthe year ended December 31, 2021 reflected a \\$1.0\u00a0illion cash inflow\nrelated to a legacy auto insurance transfer. For additional information\non the legacy auto insurance transfer, refer to Note 1 --Description of\nBusiness and Summary of Significant Accounting Policies to our\nconsolidated financial statements included in Part II, Item 8, \"inancial\nStatements and Supplementary Data,\"of this Annual Report on Form 10-K as\nwell as the section titled \"iquidity and Capital Resources\"for more\ninformation.\n\nNet cash provided by operating activities and free cash flow during the\nyear ended December 31, 2022 reflected an approximately \\$733 million\n(GBP 613 million) cash outflow related to the resolution of all\noutstanding HMRC VAT claims that were paid during the fourth quarter"}, {"title": "uber.txt", "text": "of\n2022. For additional information on this matter, refer to Note 14\n--Commitments and Contingencies to our consolidated financial statements\nincluded in Part II, Item 8, \"inancial Statements and Supplementary\nData,\"of this Annual Report on Form 10-K as well as the section titled\n\"iquidity and Capital Resources\"\n\n\\*\\* Percentage not meaningful.\n\nHighlights for 2022\n\nIn the fourth quarter of 2022, our MAPCs were 131 million, growing 7\nmillion, or 6%, quarter-over-quarter, and growing 11% compared to the\nsame period in 2021.\n\nOverall Gross Bookings increased by \\$25.0 billion in 2022, up 28%, or\n33% on a constant currency basis, compared to 2021. Mobility Gross\nBookings grew 48% year-over-year, on a constant currency basis,\nprimarily due to increases in Trip volumes as the business recovers from\nthe impacts of the coronavirus pandemic (\"OVID-19\". Delivery Gross\nBookings grew 14% year-over-year, on a constant currency basis,\nprimarily driven by growth in the US & Canada. Freight Gross Bookings\ngrew 226% year-over-year, on a constant currency basis, primarily\nattributable to the acquisition of Tupelo Parent, Inc. (\"ransplace\" in\nthe fourth quarter of 2021.\n\nRevenue was \\$31.9 billion,or up 83% year-over-year. Revenue growth\noutpaced Gross Bookings growth primarily due to a \\$4.8\u00a0illion increase\nin our Freight business primarily due to the acquisition of Transplace\nduring the fourth quarter of 2021, the net favorable impact to Mobility\nrevenue of \\$3.9 billion as a result of business model changes in the UK\nand accruals made for the resolution of historical claims in the UK\nrelating to the classification of drivers, and an \\$892 million increase\nin Delivery revenue resulting from an increase in certain Courier\npayments and incentives that are recorded in cost of revenue, exclusive\nof depreciation and amortization, for certain markets where we are\nprimarily responsible for Delivery services and pay Couriers for\nservices provided.\n\nNet loss attributable to Uber Technologies, Inc. was \\$9.1 billion,\nwhich includes the unfavorable impact of a pre-tax unrealized loss on\ndebt and equity securities, net, of \\$7.0 billion primarily related to\nchanges in the fair value of our marketable equity securities,\nincluding: a \\$3.0 billion net unrealized loss on our Aurora\ninvestments, a \\$2.1 billion net unrealized loss on our Grab investment,\na \\$1.0 billion net unrealized los"}, {"title": "uber.txt", "text": "s on our Didi investment, a \\$747\nmillion change of fair value on our Zomato investment, as well as a\n\n49\n\n\\$142 million net unrealized loss on other investments. Net loss\nattributable to Uber Technologies, Inc. also included \\$1.8 billion of\nstock-based compensation expense.\n\nAdjusted EBITDA was \\$1.7 billion, growing \\$2.5 billion compared to\n2021. Mobility Adjusted EBITDA profit was \\$3.3 billion, up \\$1.7\nbillion compared to 2021. Delivery Adjusted EBITDA profit was \\$551\nmillion, up \\$899 million from Delivery Adjusted EBITDA loss of \\$348\nmillion in 2021.\n\nWe ended the year with \\$4.3 billion in unrestricted cash, cash\nequivalents and short-term investments.\n\n*Other Developments*\n\n*COVID-19*\n\nCOVID-19 rapidly changed market and economic conditions globally,\nimpacting Drivers, Merchants, consumers and business partners, as well\nas our business, results of operations, financial position, and cash\nflows. Various governmental restrictions, including the declaration of a\nfederal National Emergency, multiple cities'and states'declarations of\nstates of emergency, school and business closings, quarantines,\nrestrictions on travel, limitations on social or public gatherings, and\nothermeasures have, and may continue to have, an adverse impact on our\nbusiness and operations. For example, we temporarily suspended our\nshared rides offering globally, and continue to offer \"eave at\ndoor\"delivery options for Delivery offerings. We also responded to\nCOVID-19 by launching new, or expanding existing, services or features\non an expedited basis, particularly those related to delivery of food\nand other goods.\n\nFurthermore, we have experienced, and may continue to experience, Driver\nsupply constraints. For a discussion of the potential impacts of\nCOVID-19 on our business, results of operations, financial position, and\ncash flows refer to Part I, Item 1A, \"isk Factors\"in this Annual Report\non Form 10-K.\n\nComponents of Results of Operations\n\n*Revenue*\n\nWe generate substantially all of our revenue from fees paid by Drivers\nand Merchants for use of our platform. We have concluded that we are an\nagent in these arrangements as we arrange for other parties to provide\nthe service to the end-user. Under this model, revenue is net of Driver\nand Merchant earnings and Driver incentives. We act as an agent in these\ntransactions by connecting consumers to Drivers and Merchants to\nfacilita"}, {"title": "uber.txt", "text": "te a Trip, meal or grocery delivery service.\n\nIn 2022, we modified our arrangements in certain markets and, as a\nresult, concluded we are responsible for the provision of Mobility\nservices to end-users in those markets. We have determined that in these\ntransactions, end-users are our customers and our sole performance\nobligation in the transaction is to provide transportation services to\nthe end-user. We recognize revenue when a trip is complete. In these\nmarkets where we are responsible for Mobility services, we present\nrevenue from end-users on a gross basis, as we control the service\nprovided by Drivers to end-users, while payments to Drivers in exchange\nfor Mobility services are recognized in cost of revenue, exclusive of\ndepreciation and amortization.\n\nFor additional discussion related to our revenue, see the section titled\n\"anagement' Discussion and Analysis of Financial Condition and Results\nof Operations - Critical Accounting Estimates - Revenue\nRecognition,\"\"ote 1 --Description of Business and Summary of Significant\nAccounting Policies - Revenue Recognition,\"and \"ote 2 --Revenue\"to our\nconsolidated financial statements included in Part II, Item 8, \"inancial\nStatements andSupplementary Data,\"of this Annual Report on Form 10-K.\n\n*Cost of Revenue, Exclusive of Depreciation and Amortization*\n\nCost of revenue, exclusive of depreciation and amortization, primarily\nconsists of certain insurance costs related to our Mobility and Delivery\nofferings, credit card processing fees, bank fees, data center and\nnetworking expenses, mobile device and service costs, costs incurred\nwith Carriers for Uber Freight transportation services, amounts related\nto fare chargebacks and other credit card losses as well as costs\nincurred for certain Mobility and Delivery transactions where we are\nprimarily responsible for Mobility or Delivery services and pay Drivers\nand Couriers for services.\n\nWe expect that cost of revenue, exclusive of depreciation and\namortization, will fluctuate on an absolute dollar basis for the\nforeseeable future in line with Trip volume changes on the platform. As\nTrips increase or decrease, we expect related changes for insurance\ncosts, credit card processing fees, hosting and co-located data center\nexpenses, maps license fees, and other cost of revenue, exclusive of\ndepreciation and amortization.\n\n*Operations and Support*\n\nOperations and support expen"}, {"title": "uber.txt", "text": "ses primarily consist of compensation\nexpenses, including stock-based compensation, for employees that support\noperations in cities, including the general managers, Driver operations,\nplatform user support representatives and community managers. Also\nincluded is the cost of customer support, Driver background checks and\nthe allocation of certain corporate costs.\n\nAs our business recovers from the impacts of COVID-19 and Trip volume\nincreases, we would expect operations and support expenses to increase\non an absolute dollar basis for the foreseeable future, but decrease as\na percentage of revenue as we become more efficient in supporting\nplatform users.\n\n50\n\n*Sales and Marketing*\n\nSales and marketing expenses primarily consist of compensation costs,\nincluding stock-based compensation to sales and marketing employees,\nadvertising costs, product marketing costs and discounts, loyalty\nprograms, promotions, refunds, and credits provided to end-users who are\nnot customers, and the allocation of certain corporate costs. We expense\nadvertising and other promotional expenditures as incurred.\n\nAs our business recovers from the impacts of COVID-19, we would\nanticipate sales and marketing expenses to increase on an absolute\ndollar basis for the foreseeable future but vary from period to period\nas a percentage of revenue due to timing of marketing campaigns.\n\n*Research and Development*\n\nResearch and development expenses primarily consist of compensation\ncosts, including stock-based compensation, for employees in engineering,\ndesign and product development. Expenses includes ATG and Other\nTechnology Programs development expenses prior to the divestiture of our\nATG business in January 2021, as well as expenses associated with\nongoing improvements to, and maintenance of, existing products and\nservices, and allocation of certain corporate costs. We expense\nsubstantially all research and development expenses as incurred.\n\nWe expect research and development expenses to increase and vary from\nperiod to period as a percentage of revenue as we continue to invest in\nresearch and development activities relating to ongoing improvements to\nand maintenance of our platform offerings and other research and\ndevelopment programs, offset by a decrease in investments in our ATG and\nOther Technology Programs subsequent to the sale of our ATG Business in\n2021.\n\n*General and Administrative*\n\nG"}, {"title": "uber.txt", "text": "eneral and administrative expenses primarily consist of compensation\ncosts, including stock-based compensation, for executive management and\nadministrative employees, including finance and accounting, human\nresources, policy and communications, legal, and certain impairment\ncharges, as well as allocation of certain corporate costs, occupancy,\nand general corporate insurance costs. General and administrative\nexpenses also include certain legal settlements.\n\nAs our business recovers from the impacts of COVID-19 and Trip volume\nincreases, we expect that general and administrative expenses will\nincrease on an absolute dollar basis for the foreseeable future, but\ndecrease as a percentage of revenue as we achieve improved fixed cost\nleverage and efficiencies in our internal support functions.\n\n*Depreciation and Amortization*\n\nDepreciation and amortization expenses primarily consist of depreciation\non buildings, site improvements, computer and network equipment,\nsoftware, leasehold improvements, furniture and fixtures, and\namortization of intangible assets. Depreciation includes expenses\nassociated with buildings, site improvements, computer and network\nequipment, leased vehicles, and furniture, fixtures, as well as\nleasehold improvements. Amortization includes expenses associated with\nour capitalized internal-use software and acquired intangible assets.\n\n*Interest Expense*\n\nInterest expense consists primarily of interest expense associated with\nour outstanding debt, including accretion of debt discount. For\nadditional detail related to our debt obligations, see \"ote 8\n--Long-Term Debt and Revolving Credit Arrangements\"to our consolidated\nfinancial statements included in Part II, Item 8, \"inancial Statements\nand Supplementary Data,\"of this Annual Report on Form 10-K.\n\n*Other Income (Expense), Net*\n\nOther income (expense), net primarily includes the following items:\n\n\u2022Interest income, which consists primarily of interest earned on our\ncash and cash equivalents and restricted cash and cash equivalents.\n\n\u2022Foreign currency exchange gains (losses), net, which consist primarily\nof remeasurement of transactions and monetary assets and liabilities\ndenominated in currencies other than the functional currency at the end\nof the period.\n\n\u2022Gain on business divestitures, net.\n\n\u2022Gain from sale of investments, which consists primarily of gain from\nthe sale of our entire equity int"}, {"title": "uber.txt", "text": "erest in the Yandex Self Driving Group\nB.V. (\"DG\", and the derecognition of our entire equity interest in the\nDemerged Businesses in 2021. For additional information, see \"ote 4 -\nEquity Method Investments\"to our consolidated financial statements\nincluded in Part II, Item 8, \"inancial Statements and Supplementary\nData,\"of this Annual Report on Form 10-K.\n\n\u2022Unrealized gain (loss) on debt and equity securities, net, which\nconsists primarily of gains (losses) from fair value adjustments\nrelating to our marketable and non-marketable securities.\n\n51\n\n\u2022Impairment of equity method investment.\n\n\u2022Revaluation of MLU B.V. call option, which represents changes in fair\nvalue recorded on the call option granted to Yandex (\"LU B.V. Call\nOption\".\n\n\u2022Other, net.\n\n*Provision for (Benefit from) Income Taxes*\n\nWe are subject to income taxes in the United States and foreign\njurisdictions in which we do business. These foreign jurisdictions have\ndifferent statutory tax rates than those in the United States.\nAdditionally, certain of our foreign earnings may also be taxable in the\nUnited States. Accordingly, our effective tax rate will vary depending\non the relative proportion of foreign to domestic income, changes in the\nvaluation allowance on our U.S. and Netherlands\\' deferred tax assets,\nand changes in tax laws.\n\n*Equity Method Investments*\n\nEquity method investments primarily includes the results of our share of\nincome or loss from our Yandex.Taxi joint venture.\n\nResults of Operations\n\nThe following table summarizes our consolidated statements of operations\nfor each of the periods presented (in millions):\n\n ------------------------------------------------------------------------------------ -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2021 2022"}, {"title": "uber.txt", "text": "Revenue \\$ 17,455\u00a0 \\$ 31,877\u00a0 \n Costs and expenses \n Cost of revenue, exclusive of depreciation and amortization shown separately below 9,351\u00a0 19,659\u00a0 \n Operations and support 1,877\u00a0 2,413\u00a0 \n Sales and marketing 4,789\u00a0 4,756\u00a0 \n Research and development 2,054\u00a0 2,798\u00a0 \n General and administrative2,316\u00a0 3,136\u00a0 \n Depreciation and amortization 902\u00a0 947\u00a0 \n Total costs and expenses 21,289\u00a0 33,709\u00a0 \n Loss from operations (3,834) (1,832) \n Interest expense \\(483\\) \\(565\\) \n Other income (expense), net 3,292\u00a0 (7,029) \n Loss before income taxes and income (loss) from equity method investments (1,025) (9,426)Provision for (benefit from) income taxes \\(492\\) \\(181\\) \n Income (loss) from equity method investments \\(37\\) 107\u00a0 \n Net loss including non-controlling interests \\(570\\) (9,138) \n Less: net income (loss) attributable to non-controlling interests, net of tax \\(74\\) 3\u00a0 \n Net loss attributable to Uber Technologies, Inc. \\$ \\(496\\) \\$ (9,141) \n ------------------------------------------------------------------------------------ -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --\n\n52\n\nThe following table sets forth the components of our consolidated\nstatements of operations for each of the periods presented as a"}, {"title": "uber.txt", "text": "percentage of revenue (1):\n\n ------------------------------------------------------------------------------------ -- ------------------------- ---- ------ -------- ---- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2021 2022 \n \n Revenue 100\u00a0 \\% 100\u00a0 \\% \n Costs and expenses \n Cost of revenue, exclusive of depreciation and amortization shown separately below 54\u00a0 \\% 62\u00a0 \\% \n Operations and support 11\u00a0 \\% 8\u00a0 \\% \n Sales and marketing 27\u00a0 \\% 15\u00a0 \\% \n Research and development 12\u00a0 \\% 9\u00a0 \\% \n General and administrative 13\u00a0 \\% 10\u00a0 \\% \n Depreciation and amortization 5\u00a0 \\% 3\u00a0 \\% \n Total costs and expenses 122\u00a0 \\% 106\u00a0 \\% \n Loss from operations\\(22\\) \\% \\(6\\) \\% \n Interest expense \\(3\\) \\% \\(2\\) \\% \n Other income (expense), net 19\u00a0 \\% \\(22\\) \\% \n Loss before income taxes and income (loss) from equity method investments \\(6\\) \\% \\(30\\) \\% \n Provision for (benefit from) income taxes \\(3\\) \\% \\(1\\) \\% \n Income (loss) from equity method investments ---\u00a0 \\% ---\u00a0 \\% \n Net loss including non-controlling interests \\(3\\) \\% \\(29\\) \\% \n Less: net income (loss) attributable to non-controlling interests, net of tax ---\u00a0 \\%"}, {"title": "uber.txt", "text": "---\u00a0 \\% \n Net loss attributable to Uber Technologies, Inc. \\(3\\) \\% \\(29\\) \\% \n ------------------------------------------------------------------------------------ -- ------------------------- ---- ------ -------- ---- -- -- -- -- -- -- -- --\n\n\\(1\\) Totals of percentage of revenues may not foot due to rounding.\n\n*Comparison of the Years Ended December 31, 2021 and 2022*\n\n*Revenue*\n\n ------------------------------------- -- ------------------------- --------- ----------------------- -- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022Revenue \\$ 17,455\u00a0 \\$ 31,877\u00a0 83\u00a0 \\% \n ------------------------------------- -- ------------------------- --------- ----------------------- -- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022* *Compared to 2021*\n\nRevenue increased \\$14.4 billion, or 83%, primarily attributable to an\nincrease in Gross Bookings of 28%, or 33% on a constant currency basis.\nThe increase in Gross Bookings was primarily driven by increases in\nMobility Trip volumes as the business recovers from the impacts of\nCOVID-19 and a \\$4.8 billion increase in Freight Gross Bookings\nresulting primarily from the acquisition of Transplace in the fourth\nquarter of 2021. Additionally, we saw a \\$3.9 billion net increase in\nMobility revenue as a result of business model changes in the UK and\naccruals made for the resolution of historical claims in the UK relating\nto the classification of drivers. We also saw an \\$892 million increase\nin Delivery revenue r"}, {"title": "uber.txt", "text": "esulting from an increase in certain Courier\npayments and incentives that are recorded in cost of revenue, exclusive\nof depreciation and amortization, for certain markets where we are\nprimarily responsible for Delivery services and pay Couriers for\nservices provided.\n\n*Cost of Revenue, Exclusive of Depreciation and Amortization*\n\n ------------------------------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- --------- -- -- ------ ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022Cost of revenue, exclusive of depreciation and amortization \\$ 9,351\u00a0 \\$ 19,659\u00a0 110\u00a0 \\% \n Percentage of revenue 54\u00a0 \\% 62\u00a0 \\% \n ------------------------------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- --------- -- -- ------ ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nCost of revenue, exclusive of depreciation and amortization, increased\n\\$10.3 billion, or 110%, mainly due to a \\$3.3 billion increase in\nFreight Carrier payments resulting from the acquisition of Transplace in\nthe fourth quarter of 2021, a \\$2.7 billion increase in Mobility Driver\npayments and incentives that are recorded in cost of revenue, exclusive\nof depreciation and amortization, as a result of business model changes\nin the UK, a \\$1.4 billion increase in insurance expense primarily due\nto an increase in mi"}, {"title": "uber.txt", "text": "les driven in our\n\n53\n\nMobility business, and a \\$1.4 billion increase in Courier payments and\nincentives that are recorded in cost of revenue for certain markets\nwhere we are primarily responsible for Delivery services and pay\nCouriers for services provided.\n\n*Operations and Support*\n\n ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Operations and support \\$ 1,877\\$ 2,413\u00a0 29\u00a0 \\% \n Percentage of revenue 11\u00a0 \\% 8\u00a0 \\% \n ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nOperations and support expenses increased \\$536 million, or 29%,\nprimarily attributable to a \\$336 million increase in employee headcount\ncosts, a \\$114 million increase in external contractor expenses, and a\n\\$15 million increase in stock-based compensation.\n\n*Sales and Marketing*\n\n ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ------- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change"}, {"title": "uber.txt", "text": "*(In millions, except percentages)* 2021 2022 \n \n Sales and marketing \\$ 4,789\u00a0 \\$ 4,756\u00a0 \\(1\\) \\% \n Percentage of revenue 27\u00a0 \\% 15\u00a0 \\% \n ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ------- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nSales and marketing expenses decreased \\$33 million, or 1%, primarily\nattributable to a \\$227 million decrease in consumer discounts, rider\nfacing loyalty expense, promotions, credits and refunds to \\$2.2 billion\ncompared to \\$2.4 billion in 2021, partially offset by a \\$152 million\nincrease in employee headcount costs, a \\$25 millionincrease in\nindirect advertising and marketing, and an \\$19 million increase in\nstock-based compensation.\n\n*Research and Development*\n\n ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Research and development \\$ 2,054\u00a0 \\$ 2,798\u00a0 36\u00a0 \\% \n Percentage of revenue 12\u00a0 \\%"}, {"title": "uber.txt", "text": "9\u00a0 \\% \n ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nResearch and development expenses increased \\$744 million, or 36%,\nprimarily attributable to a \\$446 million increase in stock-based\ncompensation and a \\$360 million increase in employee headcount costs.\n\n*General and Administrative*\n\n ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022General and administrative \\$ 2,316\u00a0 \\$ 3,136\u00a0 35\u00a0 \\% \n Percentage of revenue 13\u00a0 \\% 10\u00a0 \\% \n ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nGeneral and administrative expenses increased \\$820 million, or 35%,\nprimarily attributable to a \\$661 million increase in legal, tax, and\nregulatory reserve changes and settlements and a \\$145 million increase\nto stock-based compensation.\u00a0\u00a0\u00a0\u00a0\n\n*Depreciation and Amortization*\n\n ------------------------------------- -- ------------------------- ------ ----------------------- ---- ---- ------ -- -- ---- ---- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Depreciation and amortization \\$ 902\u00a0 \\$ 947\u00a0 5\u00a0 \\% \n Percentage of revenue 5\u00a0 \\% 3\u00a0 \\% \n ------------------------------------- -- ------------------------- ------ ----------------------- ---- ---- ------ -- -- ---- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nDepreciation and amortization expenses increased \\$45 million, or 5%,\nprimarily attributable to \\$93 million in additional amortization\nexpenses primarily related to Transplace and Drizly intangible assets,\npartially offset by a \\$48 million decrease in\n\n54\n\ndepreciation primarily due to fixed assets that fully depreciated in\n2021.\n\n*Interest Expense*\n\n ------------------------------------- -- ------------------------- --------- ----------------------- ------- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Interest expense \\$ \\(483\\) \\$ \\(565\\) 17\u00a0 \\% \n Percentage of r"}, {"title": "uber.txt", "text": "evenue \\(3\\) \\% \\(2\\) \\% \n ------------------------------------- -- ------------------------- --------- ----------------------- ------- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nInterest expense increased by \\$82 million, or 17%, primarily\nattributable to a \\$43 million increase in interest expense resulting\nfrom the issuance of our \\$1.5 billion 2029 Senior Notes in August 2021\nand \\$41 million increase in interest expense on our term loans due to\nhigher LIBOR rate.\n\n*Other Income (Expense), Net*\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "uber.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Year Ended December 31,

2021 to 2022
\n% Change

\n

(In millions, except percentages)

2021

2022

Interest income

$

37\u00a0

$

139\u00a0

276\u00a0

%

Foreign currency exchange gains (losses), net

(67)

(147)

(119)

%

Gain on business divestitures, net

1,684\u00a0

14\u00a0

(99)

%

Gain from sale of investments

413\u00a0

\u2014\u00a0

(100)

%

Unrealized gain (loss) on debt and equity securities,\nnet

1,142\u00a0

(7,045)

**

Impairment of equity method investment

\u2014\u00a0

(182)

(100)

%

Revaluation of MLU B.V. call option

\u2014\u00a0

191\u00a0

100\u00a0

%

Other, net

83\u00a0

1\u00a0

(99)

%

Other income (expense), net

$

3,292\u00a0

$

(7,029)

**

Percentage of revenue

19\u00a0

%

(22)

%

\n
\n\n\\*\\* Percentage not meaningful.\n\n*2022 Compared to 2021*\n\nInterest income increased by \\$102 million or 276% primarily\nattributable to Federal interest rate increases and increasing\ninvestment allocation fixed income instruments.\n\nGain on business divestitures, net decreased by \\$1.7 billion due to\nprimarily due to a \\$1.6 billion gain on the sale of our ATG Business to\nAurora recognized in the first quarter of 2021. For additional\ninformation, see Note 18 --Divestitures included in Part II, Item 8,\n\"inancial Statements and Supplementary Data,\"of this Annual Report on\nForm 10-K.\n\nGain from sale of investments decreased by \\$413 million primarily due\nto the sale to Yandex of our (i) 4.5% equity interest in MLU B.V., (ii)\nour entire equity interest in Yandex Self Driving Group B.V. and (iii)\nall of our equity interest in the Demerged Businesses. For additional\ninformation, see Note 4 - Equity Method Investments included in Part II,\nItem 8, \"inancial Statements and Supplementary Data,\"of this Annual\nReport on Form 10-K.\n\nUnrealized gain (loss) on debt and equity securit"}, {"title": "uber.txt", "text": "ies, net decreased by\n\\$8.2 billion primarily due to a \\$3.0 billion net unrealized loss on\nour Aurora investment, a \\$2.1 billion net unrealized loss on our Grab\nInvestment, a \\$1.0 billion net unrealized loss on our Didi investment,\na \\$747 million change of fair value on our Zomato investment, as well\nas a \\$142 million net unrealized loss on other investments. For\nadditional information, see Note 3 --Investments and Fair Value\nMeasurement included in Part II, Item 8, \"inancial Statements and\nSupplementary Data,\"of this Annual Report on Form 10-K.\n\nImpairment of equity method investment represents a \\$182 million\nimpairment loss recorded on our MLU B.V. equity method investment. For\nadditional information, see Note 4 - Equity Method Investments included\nin Part II, Item 8, \"inancial Statements and Supplementary Data,\"of this\nAnnual Report on Form 10-K.\n\nRevaluation of MLU B.V. call option represents a \\$191 million net gain\nfor the change in fair value of the call option granted to Yandex (\"LU\nB.V. Call Option\". For additional information, see Note 4 - Equity\nMethod Investments included in Part II, Item 8, \"inancial Statements and\nSupplementary Data,\"of this Annual Report on Form 10-K.\n\n55\n\n*Provision for (Benefit from) Income Taxes*\n\n ------------------------------------------- -- ------------------------- --------- ----------------------- ------ ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Provision for (benefit from) income taxes \\$ \\(492\\) \\$ \\(181\\) 63\u00a0 \\% \n Effective tax rate 48.0\u00a0 \\%"}, {"title": "uber.txt", "text": "1.9\u00a0 \\% \n ------------------------------------------- -- ------------------------- --------- ----------------------- ------ ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --\n\n*2022 Compared to 2021*\n\nProvision for (benefit from) income taxes decreased by \\$311\u00a0illion\nprimarily due to the deferred China and U.S. tax impact related to our\ninvestment in Didi, the deferred U.S. tax impact related to the\nacquisitions recognized in 2021, offset by the deferred U.S. tax impact\nrelated to our investments in Aurora, Grab, and Zomato.\n\n*Income (Loss) from Equity Method Investments*\n\n ---------------------------------------------- -- ------------------------- -------- ----------------------- ------ ---- ------ -- -- ------ -- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Income (loss) from equity method investments \\$ \\(37\\) \\$ 107\u00a0 \\*\\* \n Percentage of revenue ---\u00a0 \\% ---\u00a0 \\% \n ---------------------------------------------- -- ------------------------- -------- ----------------------- ------ ---- ------ -- -- ------ -- -- -- -- -- -- -- -- -- --\n\n\\*\\* Percentage not meaningful.\n\n*2022 Compared to 2021*\n\nIncome (loss) from equity method investments increased by \\$144 million\ndue to an increase in our portion of the net income from our Yandex.Taxi\njoint venture.\n\nSegment Results of Operations\n\nWe operate our business as three operating and reportable segments:\nMobility, Delivery, and Freight. For additional informati"}, {"title": "uber.txt", "text": "on about our\nsegments, see Note 13 --Segment Information and Geographic Information\nin the notes to the consolidated financial statements included in Part\nII, Item 8, \"inancial Statements and Supplementary Data,\"of this Annual\nReport on Form 10-K.\n\n*Revenue*\n\n ------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- --------- --------- ---- ------ ---- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Mobility\\$ 6,953\u00a0 \\$ 14,029\u00a0 102\u00a0 \\% \n Delivery 8,362\u00a0 10,901\u00a0 30\u00a0 \\% \n Freight 2,132\u00a0 6,947\u00a0 226\u00a0 \\% \n All Other (1) 8\u00a0 ---\u00a0 \\(100\\) \\% \n Total revenue \\$ 17,455\u00a0 \\$ 31,877\u00a0 83\u00a0 \\% \n ------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- --------- --------- ---- ------ ---- -- -- -- -- -- -- -- -- --\n\n\\(1\\) Includes historical results of ATG and Other Technology Programs\nand New Mobility. Refer to Note 13 --Segment Information and Geographic\nInformationand Note 18 --Divestitures for further information.\n\n*Segment Adjusted EBITDA*\n\nSegment Adjusted EBITDA is defined as revenue less the following\nexpenses: cost of revenue, exclusive of depreciation and amortization,\noperations and support, sales and marketing, and general and\nadministrative and research and development expenses associated with our\nsegments. Segment adjusted EBITDA also excludes non-cash items, certain\ntransactions that are not indicative of ongoing segment operating\nperformance and/or items that management does not believe are reflective\nof our ongoing core operations. For additional information, see Note 13\n--Segment Information and Geographic Information to our consolidated\nfinancial statements included in Part II, Item 8, \"inancial Statements\nand Supplementary Data,\"of this Annual Report on Form 10-K.\n\n56\n\n ----------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- -------- -------- ---- ------ ---- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Year Ended December 31, 2021 to 2022 % Change \n *(In millions, except percentages)* 2021 2022 \n \n Mobility \\$ 1,596\u00a0 \\$ 3,299\u00a0 107\u00a0 \\% \n Delivery \\(348\\) 551\u00a0 \\*\\* \n Freight \\(130\\) ---\u00a0 100\u00a0 \\% \n All Other (1) \\(11\\)---\u00a0 100\u00a0 \\% \n Corporate G&A and Platform R&D (2), (3) (1,881) (2,137) \\(14\\) \\% \n Adjusted EBITDA (4) \\$ \\(774\\) \\$ 1,713\u00a0 \\*\\* \n ----------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- -------- -------- ---- ------ ---- -- -- -- -- -- -- -- -- --\n\n\\(1\\) Includes historical results of ATG and Other Technology Programs\nand New Mobility. Refer to Note 13 --Segment Information and Geographic\nInformation and Note 18 --Divestitures for further information regarding\nthe sale of our ATG Business.\n\n\\(2\\) Excluding stock-based compensation expense.\n\n\\(3\\) Includes costs that are not directly attributable to our\nreportable segments. Corporate G&A also includes certain shared costs\nsuch as finance, accounting, tax, human resources, information\ntechnology and legal costs. Platform R&D also includes mapping and\npayment tech"}, {"title": "uber.txt", "text": "nologies and support and development of the internal\ntechnology infrastructure. Our allocation methodology is periodically\nevaluated and may change.\n\n\\(4\\) See the section titled \"econciliations of Non-GAAP Financial\nMeasures\"for more information and reconciliations to the most directly\ncomparable GAAP financial measure.\n\n\\*\\* Percentage not meaningful.\n\nMobility Segment\n\nFor the year ended December 31, 2022 compared to the same period in\n2021, Mobility revenue increased \\$7.1 billion, or 102% and Mobility\nadjusted EBITDA profit increased \\$1.7 billion, or 107%.\n\nMobility revenue increased primarily attributable to an increase in\nMobility Gross Bookings due to increases in Trip volumes as the business\nrecovers from the impacts of COVID-19. Mobility revenue also had a net\nincrease of \\$3.9 billion from business model changes in the UK and\naccruals made for the resolution of historical claims in the UK relating\nto the classification of drivers.\n\nMobility adjusted EBITDA profit increased primarily attributable to an\nincrease in Mobility revenue, partially offset by a \\$1.4 billion\nincrease in insurance expense as a result of an increase in miles driven\nand a \\$298 million increase incredit card processing costs.\n\nDelivery Segment\n\nFor the year ended December 31, 2022 compared to the same period in\n2021, Delivery revenue increased \\$2.5 billion, or 30% and Delivery\nadjusted EBITDA grew \\$899 million, or 258%.\n\nDelivery revenue increased primarily attributable to an increase in\nDelivery Gross Bookings of 14%, on a constant currency basis, driven by\nan increase in food delivery orders and higher basket sizes. Delivery\nTake Rate improved to 19.5% from 16.2% compared to the same period in\n2021 driven by an overall improvement in basket sizes and increase in\norders. Additionally, we saw an \\$892 million increase in Delivery\nrevenue and Take Rate resulting from an increase in certain Courier\npayments and incentives that are recorded in cost of revenue, exclusive\nof depreciation and amortization, for certain markets where we are\nprimarily responsible for Delivery services and pay Couriers for\nservices provided.\n\nDelivery Adjusted EBITDA improvement is primarily attributable to an\nincrease in Delivery revenue, partially offset by (i) a \\$1.6 billion\nincrease in cost of revenue, exclusive of depreciation and amortization,\ndriven by a \\$1.4 billion increase in Courier pa"}, {"title": "uber.txt", "text": "yments and incentives\nthat are recorded in cost of revenue for certain markets where we are\nprimarily responsible for Delivery services and pay Couriers for\nservices provided, and (ii) a \\$231 million increase in employee\nheadcount costs.\n\nFreight Segment\n\nFor the year ended December 31, 2022 compared to the same period in\n2021, Freight revenue increased \\$4.8 billion, or 226% and Freight\nadjusted EBITDA grew \\$130 million, or 100%.\n\nFreight revenue increased primarily attributable to the acquisition of\nTransplace in the fourth quarter of 2021. Additionally, the increase in\nFreight revenue is also driven by the growth in the number of shippers\nand carriers on the network combined with an increase in volumes with\nour top Shippers.\n\nFreight adjusted EBITDA improvement is attributable to a \\$4.8 billion\nimprovement in Freight revenue, partially offset by (i) \\$4.3 billion of\ncertain Shipper payments recorded in cost of revenue, exclusive of\ndepreciation and amortization, mainly due to a \\$3.3\n\n57\n\nbillion increase in Freight Carrier payments resulting from the\nacquisition of Transplace in the fourth quarter of 2021, and (ii) a\n\\$329 million increase in employee headcount costs.\n\nAll Other\n\nFor the year ended December 31, 2022 compared to the same period in\n2021, All Other revenue decreased \\$8 million, or 100% and All Other\nadjusted EBITDA grew \\$11 million, or 100%.\n\nAll Other revenue decreased and All Other adjusted EBITDA grew primarily\ndue to the favorable impact of the sale of our ATG Business in the first\nquarter of 2021.\n\nCertain Key Metrics and Non-GAAP Financial Measures\n\n*Adjusted* *EBITDA and revenue growth rates in constant currency are\nnon-GAAP financial measures. For more information about how we use these\nnon-GAAP financial measures in our business, the limitations of these\nmeasures, and reconciliations of these measures to the most directly\ncomparable GAAP financial measures, see the section titled\n\"econciliations of Non-GAAP Financial Measures.\"*\n\n*Monthly Active Platform Consumers.* MAPCs is the number of unique\nconsumers who completed a Mobility or New Mobility ride or received a\nDelivery order on our platform at least once in a given month, averaged\nover each month in the quarter. While a unique consumer can use multiple\nproduct offerings on our platform in a given month, that unique consumer\nis counted as only one MAPC. We use MAPCs to asse"}, {"title": "uber.txt", "text": "ss the adoption of our\nplatform and frequency of transactions, which are key factors in our\npenetration of the countries in which we operate.\n\n![image](bf0b113baf593ca4d7296bc1dab2c1b4cf241869.jpg){width=\"6.496527777777778in\"\nheight=\"1.74375in\"}\n\n*Trips.* We define Trips as the number of completed consumer Mobility or\nNew Mobility rides and Delivery orders in a given period. For example,\nan UberX Share ride with three paying consumers represents three unique\nTrips, whereas an UberX ride with three passengers represents one Trip.\nWe believe that Trips are a useful metric to measure the scale and usage\nof our platform.\n\n![image](3dedd8a370789bf6c9159abd57633ba5a530003c.jpg){width=\"6.496527777777778in\"\nheight=\"1.74375in\"}\n\n58\n\n*Gross Bookings.* We define Gross Bookings as the total dollar value,\nincluding any applicable taxes, tolls, and fees, of: Mobility rides;\nDelivery orders (in each case without any adjustment for consumer\ndiscounts and refunds); Driver and Merchant earnings; Driver incentives\nand Freight revenue. Gross Bookings do not include tips earned by\nDrivers. Gross Bookings are an indication of the scale of our current\nplatform, which ultimately impacts revenue.\n\n![image](8bcd2b9c255ebf5f2c846bb34fff7f9a815059ef.jpg){width=\"6.496527777777778in\"\nheight=\"2.484027777777778in\"}\n\n ----------------- -- --------- -------- --------- --------- --------- -------- --------- -- --------- --------- --------- -- --------- --------- --------- --------- ---- --------- --------- -- ---- --------- -- -- ---- --------- -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n *(In millions)* Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022"}, {"title": "uber.txt", "text": "Mobility \\$ 6,773\u00a0 \\$ 8,640\u00a0 \\$ 9,883\u00a0 \\$ 11,340\u00a0 \\$ 10,723\u00a0 \\$ 13,364\u00a0 \\$ 13,684\u00a0 \\$ 14,894\u00a0 \n Delivery 12,461\u00a0 12,912\u00a0 12,828\u00a0 13,444\u00a0 13,903\u00a0 13,876\u00a0 13,684\u00a0 14,315\u00a0 \n Freight 302\u00a0 348\u00a0 402\u00a0 1,082\u00a0 1,823\u00a0 1,838\u00a0 1,751\u00a0 1,540----------------- -- --------- -------- --------- --------- --------- -------- --------- -- --------- --------- --------- -- --------- --------- --------- --------- ---- --------- --------- -- ---- --------- -- -- ---- --------- -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n*Take Rate* is defined as revenue as a percentage of Gross Bookings.\n\n*Adjusted EBITDA.* See the section titled \"econciliations of Non-GAAP\nFinancial Measures\"for our definition and a reconciliation of net loss\nattributable to Uber Technologies, Inc. to Adjusted EBITDA.\n\n ------------------------------------- -- ------------------------- --------- ------ -- ----------------------- -------- -- -- ------ -- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,"}, {"title": "uber.txt", "text": "*(In millions, except percentages)* 2021 2022 2021 to 2022 % Change \n \n Adjusted EBITDA \\$ \\(774\\) \\$ 1,713\u00a0 \\*\\* \n ------------------------------------- -- ------------------------- --------- ------ -- ----------------------- -------- -- -- ------ -- -- -- -- -- -- -- -- -- --\n\n\\*\\* Percentage not meaningful.\n\n*2022 Compared to 2021*\n\nAdjusted EBITDA improved \\$2.5 billion, to \\$1.7 billion, primarily\nattributable to a \\$1.7 billion increase in Mobility Adjusted EBITDA, a\n\\$899 million improvement in Delivery Adjusted EBITDA, as well as a\n\\$130 million increase in Freight Adjusted EBITDA, partially offset by a\n\\$256 million increase in Corporate G&A and Platform R&D costs.\n\nReconciliations of Non-GAAP Financial Measures\n\nWe collect and analyze operating and financial data to evaluate the\nhealth of our business and assess our performance. In addition to\nrevenue, net income (loss), income (loss) from operations, and other\nresults under GAAP, we use Adjusted EBITDA, revenue growth rates in\nconstant currency and free cash flow, which are described below, to\nevaluate our business. We use these non-GAAP financial measures for\nfinancial and operational decision-making and as a means to evaluate\nperiod-to-period comparisons. We believe that these non-GAAP financial\nmeasures provide meaningful supplemental information regarding our\nperformance by excluding certain items that may not be indicative of our\nrecurring core business operating results.\n\nWe believe that both management and investors benefit from referring to\nthese non-GAAP financial measures in assessing our performance and when\nplanning, forecasting, and analyzing future periods. These non-GAAP\nfinancial measures also facilitate management' internal comparisons to\nour historical performance. We believe these non-GAAP financial measures\nare useful to investors both because (1) they allow for greater\ntransparency with respect to key metrics used by management in its\nfinancial and operational decision-mak"}, {"title": "uber.txt", "text": "ing and (2) they are used by our\ninstitutional investors and the analyst community to help them analyze\nthe health of our business. Accordingly, we believe that\nthese\u00a0on-GAAP\u00a0inancial measures provide useful information to investors\nand others in understanding and evaluating our operating results in the\nsame manner as our management team and board of directors. Our\ncalculation of these\u00a0on-GAAP\u00a0inancial measures may differ from\nsimilarly-titled\u00a0on-GAAP\u00a0easures, if any, reported by our peer\n\n59\n\ncompanies. These\u00a0on-GAAP\u00a0inancial measures should not be considered in\nisolation from, or as substitutes for, financial information prepared in\naccordance with GAAP.\n\n*Adjusted EBITDA*\n\nWe define Adjusted EBITDA as net income (loss), excluding (i) income\n(loss) from discontinued operations, net of income taxes, (ii) net\nincome (loss) attributable to non-controlling interests, net of tax,\n(iii)\u00a0rovision for (benefit from) income taxes, (iv) income (loss) from\nequity method investments, (v) interest expense, (vi) other income\n(expense), net, (vii) depreciation and amortization, (viii) stock-based\ncompensation expense, (ix) certain legal, tax, and regulatory reserve\nchanges and settlements, (x)goodwill and asset impairments/loss on sale\nof assets, (xi) acquisition, financing and divestitures related\nexpenses, (xii) restructuring and related charges and (xiii) other items\nnot indicative of our ongoing operating performance, including COVID-19\nresponse initiatives related payments for financial assistance to\nDrivers personally impacted by COVID-19, the cost of personal protective\nequipment distributed to Drivers, Driver reimbursement for their cost of\npurchasing personal protective equipment, the costs related to free\nrides and food deliveries to healthcare workers, seniors, and others in\nneed as well as charitable donations.\n\nWe have included Adjusted EBITDA in this Annual Report on Form 10-K\nbecause it is a key measure used by our management team to evaluate our\noperating performance, generate future operating plans, and make\nstrategic decisions, including those relating to operating expenses.\nAccordingly, we believe that Adjusted EBITDA provides useful information\nto investors and others in understanding and evaluating our operating\nresults in the same manner as our management team and board of\ndirectors. In addition, it provides a useful measure for\nperiod-to-period co"}, {"title": "uber.txt", "text": "mparisons of our business, as it removes the effect\nof certain non-cash expenses and certain variable charges. To help our\nboard, management and investors assess the impact of COVID-19 on our\nresults of operations, we are excluding the impacts of COVID-19 response\ninitiatives related payments for financial assistance to Drivers\npersonally impacted by COVID-19, the cost of personal protective\nequipment distributed to Drivers, Driver reimbursement for their cost of\npurchasing personal protective equipment, the costs related to free\nrides and food deliveries to healthcare workers, seniors, and others in\nneed as well as charitable donations from Adjusted EBITDA. Our board and\nmanagement find the exclusion of the impact of these COVID-19 response\ninitiatives from Adjusted EBITDA to be useful because it allows us and\nour investors to assess the impact of these response initiatives on our\nresults of operations.\n\n*COVID-19 Response Initiatives*\n\nTo support those whose earning opportunities have been depressed as a\nresult of COVID-19, as well as communities hit hard by the pandemic, we\nhave announced and implemented several initiatives, including, in\nparticular, payments for financial assistance to Drivers personally\nimpacted by COVID-19, the cost of personal protective equipment\ndistributed to Drivers, Driver reimbursement for their cost of\npurchasing personal protective equipment, the costs related to free\nrides and food deliveries to healthcare workers, seniors, and others in\nneed as well as charitable donations. The payments for financial\nassistance to Drivers personally impacted by COVID-19 and Driver\nreimbursement for their cost of purchasing personal protective equipment\nare recorded as a reduction to revenue. The cost of personal protective\nequipment distributed to Drivers, the costs related to free rides and\nfood deliveries to healthcare workers, seniors, and others in need as\nwell as charitable donations are recorded as an expense in our costs and\nexpenses.\n\n*Limitations of Non-GAAP Financial Measures and Adjusted EBITDA\nReconciliation*\n\nAdjusted EBITDA has limitations as a financial measure, should be\nconsidered as supplemental in nature, and is not meant as a substitute\nfor the related financial information prepared in accordance with GAAP.\nThese limitations include the following:\n\n\u2022Adjusted EBITDA excludes certain recurring, non-cash charges, such as\ndep"}, {"title": "uber.txt", "text": "reciation of property and equipment and amortization of intangible\nassets, and although these are non-cash charges, the assets being\ndepreciated and amortized may have to be replaced in the future, and\nAdjusted EBITDA does not reflect all cash capital expenditure\nrequirements for such replacements or for new capital expenditure\nrequirements;\n\n\u2022Adjusted EBITDA excludes stock-based compensation expense, which has\nbeen, and will continue to be for the foreseeable future, a significant\nrecurring expense in our business and an important part of our\ncompensation strategy;\n\n\u2022Adjusted EBITDA excludes certain restructuring and related charges,\npart of which may be settled in cash;\n\n\u2022Adjusted EBITDA excludes other items not indicative of our ongoing\noperating performance, including COVID-19 response initiatives related\npayments for financial assistance to Drivers personally impacted by\nCOVID-19, the cost of personal protective equipment distributed to\nDrivers, Driver reimbursement for their cost of purchasing personal\nprotective equipment, the costs related to free rides and food\ndeliveries to healthcare workers, seniors, and others in need as well as\ncharitable donations;\n\n\u2022Adjusted EBITDAdoes not reflect period to period changes in taxes,\nincome tax expense or the cash necessary to pay income taxes;\n\n\u2022Adjusted EBITDA does not reflect the components of other income\n(expense), net, which primarily includes: interest income; foreign\ncurrency exchange gains (losses), net; gain (loss) on business\ndivestitures, net; and unrealized gain (loss) on debt and equity\nsecurities, net; and impairment of debt and equity securities; and\n\n60\n\n\u2022Adjusted EBITDA excludes certain legal, tax, and regulatory reserve\nchanges and settlements that may reduce cash available to us.\n\n\u00a0The following table presents a reconciliation of net loss attributable\nto Uber Technologies, Inc., the most directly comparable GAAP financial\nmeasure, to Adjusted EBITDA for each of the periods indicated:\n\n ------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Year Ended December 31, \n *(In millions)* 2021 2022 \n \n Adjusted EBITDA reconciliation: \n Net loss attributable to Uber Technologies, Inc. \\$ \\(496\\) \\$ (9,141) \n Add (deduct): \n Net income (loss) attributable to non-controlling interests, net of tax \\(74\\) 3\u00a0 \n Provision for (benefit from) income taxes \\(492\\)\\(181\\) \n (Income) loss from equity method investments 37\u00a0 \\(107\\) \n Interest expense 483\u00a0 565\u00a0 \n Other (income) expense, net (3,292) 7,029\u00a0 \n Depreciation and amortization 902\u00a0 947\u00a0 \n Stock-based compensation expense 1,168\u00a0 1,793\u00a0 \n Legal, tax, and regulatory reserve changes and settlements 526\u00a0 732\u00a0 \n Goodwill and asset impairments/loss on sale of assets 157\u00a0 25Acquisition, financing and divestitures related expenses 102\u00a0 46\u00a0 \n Accelerated lease costs related to cease-use of ROU assets 5\u00a0 6\u00a0 \n COVID-19 response initiatives 54\u00a0 1\u00a0 \n Loss on lease arrangement, net ---\u00a0 7\u00a0 \n Restructuring and related charges, net ---\u00a0 2\u00a0 \n Legacy auto insurance transfer (1) 103\u00a0 ---\u00a0 \n Mass arbitration fees, net 43\u00a0 \\(14\\) \n Adjusted EBITDA"}, {"title": "uber.txt", "text": "\\$ \\(774\\) \\$ 1,713\u00a0 \n ------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --\n\n\\(1\\) For further information, refer to Note 1 --Description of Business\nand Summary of Significant Accounting Policies in the notes to the\nconsolidated financial statements included in Part II, Item 8, \"inancial\nStatements and Supplementary Data,\"of this Annual Report on Form 10-K.\n\n*Constant Currency*\n\nWe compare the percent change in\u00a0ur\u00a0urrent period\u00a0esults\u00a0rom\u00a0he\ncorresponding prior period\u00a0sing constant currency disclosure. We present\nconstant currency growth rate information to provide a framework for\nassessing how our underlying\u00a0evenue performed excluding the effect of\nforeign currency rate fluctuations.\u00a0e calculate constant currency by\ntranslating our current period financial results using the corresponding\nprior period' monthly exchange rates for our transacted currencies other\nthan the U.S. dollar.\n\n*Free Cash Flow*\n\nWe define free cash flow as net cash flows from operating activities\nless capital expenditures. The following table presents a reconciliation\nof free cash flow to the most directly comparable GAAP financial measure\nfor each of the periods indicated:\n\n --------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --\n \n Year Ended December 31, \n *(In millions)* 2021 2022 \n Free cash flow reconciliation: \n Net cash provided by (used in) operating activities (1) \\$ \\(445\\) \\$ 642\u00a0 \n Purchases of property and equipment \\(298\\) \\(252\\)"}, {"title": "uber.txt", "text": "Free cash flow (1) \\$ \\(743\\) \\$ 390\u00a0 \n --------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --\n\n\\(1\\) Net cash used in operating activities and free cash flow during\nthe year ended December 31, 2021 reflected a \\$1.0\u00a0illion cash inflow\nrelated to a legacy auto insurance transfer. For additional information\non the legacy auto insurance transfer, refer to the section titled\n\"iquidity and Capital Resources\"for more information.\n\n61\n\nNet cash provided by operating activities and free cash flow during the\nyear ended December 31, 2022 reflected a cash outflow of approximately\n\\$733 million (GBP 613 million) related to the resolution of outstanding\nHMRC VAT claims that were paid during the fourth quarter of 2022. For\nadditional information on this matter, refer to Note 14 --Commitments\nand Contingencies to our consolidated financial statements included in\nPart II, Item 8, \"inancial Statements and Supplementary Data,\"of this\nAnnual Report on Form 10-K as well as the section titled \"iquidity and\nCapital Resources.\"\n\nLiquidity and Capital Resources\n\n ----------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --\n \n Year Ended December 31, \n *(In millions)* 2021 2022 \n \n Net cash provided by (used in) operating activities \\$ \\(445\\) \\$ 642\u00a0 \n Net cash used in investing activities (1,201) (1,637) \n Net cash provided by financing activities 1,780\u00a0 15"}, {"title": "uber.txt", "text": "----------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --\n\n*Operating Activities*\n\nNet cash provided by operating activities was \\$642 million for the year\nended December 31, 2022, primarily consisting of \\$9.1 billion of net\nloss, adjusted for certain non-cash items, which primarily included\n\\$7.0 billion in unrealized losses from equity securities, \\$1.8 billion\nof stock-based compensation expense, and \\$947 million depreciation and\namortization expense as well as a \\$335 million decrease in cash\nconsumed by working capital. The decrease in cash consumed by working\ncapital was primarily driven by an increase in our insurance reserves\nand accrued expenses and other current liabilities, partially offset by\nhigher accounts receivable. Net cash provided by operating activities\nreflects a cash outflow of approximately \\$733 million (GBP 613 million)\nrelated to the resolution of outstanding HMRC VAT claims that were paid\nduring the fourth quarter of 2022. For additional information on this\nmatter, refer to Note 14 --Commitments and Contingencies to our\nconsolidated financial statements included in Part II, Item 8, \"inancial\nStatements and Supplementary Data,\"of this Annual Report on Form 10-K.\n\nNet cash used in operating activities was \\$445 million for the year\nended December 31, 2021, primarily consisting of \\$570 million of net\nloss, adjusted for certain non-cash items, which primarily included\n\\$1.7 billion in gain on business divestitures, \\$1.2 billion of\nstock-based compensation expense, \\$1.1 billion of unrealized gain on\ndebt and equity securities, \\$413 million of gain from sale of\ninvestments, depreciation and amortization expense of \\$902 million, as\nwell as a \\$477 million decrease in cash consumed by working capital.\nThe decrease in cash consumed by working capital and other operating\nactivities was primarily driven by an increase in accrued expenses and\nother liabilities, an increase in our insurance reserves, partially\noffset by higher accounts receivable and prepaid expenses and lower\noperating lease liabilities. Net cash used in operating activities also\nreflects a \\$1.0\u00a0illion cash inflow related to legacy auto insurance\ntransfer. For additional information on the legacy auto insurance\ntransfer, see Note 1 --Description of Busi"}, {"title": "uber.txt", "text": "ness and Summary of\nSignificant Accounting Policies included in Part II, Item 8, \"inancial\nStatements and Supplementary Data,\"of this Annual Report on Form 10-K.\n\n*Investing Activities*\n\nNet cash used in investing activities was \\$1.6 billion for the year\nended December 31, 2022, primarily consisting of \\$1.7 billion in\npurchases of marketable securities, \\$252 million in purchases of\nproperty and equipment, and \\$59 million in acquisition of business, net\nof cash acquired, partially offset by proceeds from maturities and sales\nof marketable securities of \\$376 million.\n\nNet cash used in investing activities was \\$1.2 billion for the year\nended December 31, 2021, primarily consisting of \\$2.3 billion in\nacquisition of businesses, net of cash acquired, \\$1.1 billion in\npurchases of marketable securities, \\$982 million in purchases of\nnon-marketable equity securities, \\$297 million in purchases of notes\nreceivable, and \\$298 million in purchases of property and equipment,\npartially offset by proceeds from maturities and sales of marketable\nsecurities of \\$2.3 billion, proceeds from the sale of equity method\ninvestments of \\$1.0 billion and proceeds from sale of non-marketable\nequitysecurities of \\$500 million.\n\n*Financing Activities*\n\nNet cash provided by financing activities was \\$15 million\u00a0or the year\nended December 31, 2022, primarily consisting of proceeds from sale of\nsubsidiary stock units of \\$255 million, and proceeds from the issuance\nof common stock under the Employee Stock Purchase Plan of \\$92 million,\npartially offset by \\$184 million of principal payments on finance\nleases, and \\$80 million of principal repayment on the non-interest\nbearing unsecured convertible notes related to the acquisition of Careem\n(\"areem Notes\".\n\nNet cash provided by financing activities was \\$1.8 billion\u00a0or the year\nended December 31, 2021, primarily consisting of \\$1.5 billion of\nproceeds from issuance of notes, net of issuance costs, \\$675 million of\nproceeds from issuance of subsidiary preferred stock units, partially\noffset by \\$307 million of principal repayment on Careem Notes and \\$226\nmillion principal payments on finance leases.\n\n*Other Information*\n\nAs of December\u00a01, 2022, \\$2.4 billion of our \\$4.2 billion in cash and\ncash equivalents was held by our foreign subsidiaries. Cash held outside\nthe United States may be repatriated, subject to certain limitations,"}, {"title": "uber.txt", "text": "and would be available to be used to fund our domestic operations.\nRepatriation of funds may result in immaterial tax liabilities. We\nbelieve that our existing cash balance in the\n\n62\n\nUnited States is sufficient to fund our working capital needs in the\nUnited States. We are in compliance with our debt and line of credit\ncovenants as of December\u00a01, 2022, including by meeting our reporting\nobligations. We also believe that our sources of funding and our\navailable line of credit will be sufficient to satisfy our currently\nanticipated cash requirements including capital expenditures, working\ncapital requirements, collateral requirements, potential acquisitions,\npotential prepayments of contested indirect tax assessments\n(\"ay-to-play\", and other liquidity requirements through at least the\nnext 12 months. We intend to continue to evaluate and may, in certain\ncircumstances, take preemptive action to preserve liquidity.\n\n*Non-Income Tax Matters*\n\nOn October\u00a01, 2022, we resolved all outstanding HMRC (the tax regulator\nin the UK) VAT claims related to periods prior to our model change on\nMarch\u00a04, 2022. There was not a material impact to our statement of\noperations as we had adequate reserves recorded related to this\nresolution. During the fourth quarter of 2022, we made a payment of\napproximately \\$733 million (GBP 613\u00a0illion) for this resolution. For\nadditional information, see Note 14 --Commitments and Contingencies in\nthe section titled \"otes to Consolidated Financial Statements\"included\nin Part II, Item 8 of this Annual Report on Form 10-K.\n\n*Commitments*\n\n*Leases*\n\nOur operating lease portfolio primarily consists of corporate offices.\nFor additional information, see Note 6 - Leases in the notes to the\nconsolidated financial statements included in Part II, Item 8, \"inancial\nStatements and Supplementary Data,\"of this Annual Report on Form 10-K.\n\n*Long-Term Debt*\n\nWe have long-term debt with varying maturities dates through 2029. For\nadditional information, see Note 8 --Long-Term Debt and Revolving Credit\nArrangements in the notes to the consolidated financial statements\nincluded in Part II, Item 8, \"inancial Statements and Supplementary\nData,\"of this Annual Report on Form 10-K.\n\n*Purchase Commitments*\n\nWe have non-cancelable commitments which primarily relate to network and\ncloud services and other items in the ordinary course of business. These\namounts are deter"}, {"title": "uber.txt", "text": "mined based on the non-cancelable quantities to which\nwe are contractually obligated.\n\nIn November 2022, we entered into commercial technology agreements with\nvendors for cloud computing services (\"022 Cloud Computing Service\nAgreements\". We are committed to spend an aggregate of at least\n\\$2.9\u00a0illion through November 2029, of which \\$160 million is\nshort-term. We may pay more than the minimum purchase commitment to our\ncloud-computing web services providers based on usage. As of December\u00a01,\n2022, the amounts utilized for these agreements are immaterial.\n\nAs of December\u00a01, 2022, we had \\$3.2 billion in non-cancelable\ncommitments, this includes the \\$2.9\u00a0illion in 2022 Cloud Computing\nService Agreements discussed above. The non-cancellable commitments have\nvarying expiration terms through November 2029.\n\nCritical Accounting Estimates\n\nWe believe that the following accounting policies involve a high degree\nof judgment and complexity and are critical to understanding and\nevaluating our consolidated financial condition and results of our\noperations. An accounting policy is considered to be critical if it\nrequires judgment on a significant accounting estimate to be made based\non assumptions about matters that are uncertain at the time the estimate\nis made, and if different estimates that reasonably could have been\nused, or changes in the accounting estimates that are reasonably likely\nto occur periodically, could materially impact the reported amounts of\nassets, liabilities, revenue and expenses, and related disclosures in\nour audited consolidated financial statements. We have based our\nestimates on historical experience and on various other assumptions that\nare believed to be reasonable under the circumstances, the results of\nwhich form the basis for making judgments about the carrying values of\nassets and liabilities that are not readily apparent from other sources.\nAlthough we believe that the estimates we use are reasonable, due to the\ninherent uncertainty involved in making those estimates, actual results\nreported in future periods could differ from those estimates.\n\nWe believe that the following critical accounting policies reflect the\nmore significant judgments, estimates and assumptions used in the\npreparation of our consolidated financial statements. For additional\ninformation, see the disclosure included in Note 1 --Description of\nBusiness and Summary o"}, {"title": "uber.txt", "text": "f Significant Accounting Policies in the notes to\nthe consolidated financial statements included in Part II, Item 8,\n\"inancial Statements and Supplementary Data,\"of this Annual Report on\nForm 10-K.\n\n*Revenue Recognition*\n\nWe derive our revenue principally from service fees paid by Drivers and\nMerchants for the use of our platform in connection with our Mobility\nproducts and Delivery offering provided by Drivers and Merchants to\nend-users. Our sole performance obligation in the transaction is to\nconnect Drivers and Merchants with end-users to facilitate the\ncompletion of a successful ridesharing trip or delivery. In certain\nmarkets, we also generate revenue from end-users and charge a direct fee\nfor use of the platform and in exchange for\n\n63\n\nMobility and Delivery services. With exception of these markets,\nend-users are not our customers because end-users access our platform\nfor free and we have no performance obligation to end-users.\n\nJudgment is required in evaluating the presentation of revenue on a\ngross versus net basis based on whether we control the service provided\nto the end-user and are the principal in the transaction (gross), or we\narrange for other parties to provide the service to the end-user and are\nthe agent in the transaction (net). We have concluded that we are the\nagent in most markets as we arrange for Drivers and Merchants to provide\nthe service to the end user in Mobility and Delivery transactions. The\nassessment of whether we are considered the principal or the agent in a\ntransaction could impact the accounting for certain payments and\nincentives provided to Drivers and end-users and change the timing and\namount of revenue recognized.\n\nIn certain markets, consumers have the option to pay Drivers cash for\ntrips, and we generally collect our service fee from Drivers for these\ntrips by offsetting against any other amounts due to Drivers, including\nDriver incentives. We have concluded collectability of such amounts is\nnot probable until collected. As such, uncollected service fees for cash\ntrips are not recognized as revenue in our consolidated financial\nstatements until collected.\n\n*Driver Incentives*\n\nWe offer various incentive programs to Drivers. Judgment is required to\ndetermine the appropriate classification of these incentives. Incentives\nprovided to customers are recorded as a reduction of revenue if we do\nnot receive a distinct s"}, {"title": "uber.txt", "text": "ervice in exchange or cannot reasonably estimate\nthe fair value of the service received. Incentives offered in exchange\nfor specific services, such as referral services are recorded as sales\nand marketing expenses.\n\n*End-User Discounts and Promotions*\n\nWe offer discounts and promotions to end-users (that are not customers)\nto encourage use of our platform. Judgment is required to determine the\nappropriate classification of these incentives. End-user discounts and\npromotions are recorded to sales and marketing expenses with the\nexception of market-wide promotions which are recorded as a reduction of\nrevenue.\n\n*Business Combinations*\n\nWe allocate the fair value of purchase consideration to the tangible\nassets acquired, liabilities assumed, and intangible assets acquired\nbased on their estimated fair values. The excess of the fair value of\npurchase consideration over the fair values of these identifiable assets\nand liabilities is recorded as goodwill. Such valuations require\nmanagement to make significant estimates and assumptions, especially\nwith respect to intangible assets. Significant estimates in valuing\ncertain intangible assets include, but are not limited to, future\nexpected cash flows from acquired advertiser, fleet, merchant, and\nend-user contracts, acquired technology, and trade names, based on\nexpected future growth rates and margins, attrition rates, future\nchanges in technology and royalty for similar brand licenses, useful\nlives, and discount rates.\n\nManagement\\'s estimates of fair value are based upon assumptions\nbelieved to be reasonable, but which are inherently uncertain and\nunpredictable and, as a result, actual results may differ from\nestimates. Allocation of purchase consideration to identifiable assets\nand liabilities affects our amortization expense, as acquired\nfinite-lived intangible assets are amortized over the useful life,\nwhereas any indefinite lived intangible assets, including goodwill, are\nnot amortized. During the measurement period, which may be up to one\nyear from the acquisition date, we may record adjustments to the assets\nacquired and liabilities assumed, with the corresponding offset to\ngoodwill. Upon the conclusion of the measurement period, any subsequent\nadjustments are recorded to earnings.\n\n*Investments---on-Marketable Equity and Debt Securities*\n\nWe hold investments in privately held companies in the form of equity"}, {"title": "uber.txt", "text": "securities and debt securities without readily determinable fair values\nand in which we do not have a controlling interest or significant\ninfluence. Investments in equity securities without readily determinable\nfair values are initially recorded at cost and are subsequently adjusted\nto fair value for impairments and price changes from observable\ntransactions in the same or a similar security from the same issuer.\nInvestments in material available-for-sale debt securities are recorded\ninitially at fair value and subsequently remeasured to fair value at\neach reporting date with the changes in fair value recognized in other\ncomprehensive income (loss), net of tax. We may elect the fair value\noption for financial instruments and account for investments in debt and\nequity securities at fair value with changes reported in net income\n(loss) from continuing operations.\n\nInvestments in privately held equity and debt securities are valued\nusing significant unobservable inputs or data in inactive markets. This\nvaluation requires judgment due to the absence of market prices and\ninherent lack of liquidity and are classified as Level\u00a0 in the fair\nvalue hierarchy. In determining the estimated fair value of our\ninvestments in privately held companies, we utilize the most recent data\navailable including observed transactions such as equity financing\ntransactions of the investees and sales of the existing shares of the\ninvestees'securities. In addition, the determination of whether an\nobserved transaction is similar to the equity and debt securities held\nby us requires significant management judgment based on the rights and\npreferences of the securities.\n\nWe assess our investment portfolio of privately held equity and debt\nsecurities quarterly for impairment. The impairment analysis for\ninvestments in equity securities includes a qualitative analysis of\nfactors including the investee' financial performance, industry and\nmarket conditions, and other relevant factors. If an equity investment\nis considered to be impaired we will establish a new carrying\n\n64\n\nvalue for the investment and recognize an impairment loss through our\nconsolidated statement of operations. Investments in debt securities are\nevaluated for impairment quarterly based on whether its fair value has\ndeclined below its amortized cost. In circumstances where we intend to\nsell, or are more likely than not require"}, {"title": "uber.txt", "text": "d to sell the security before\nit recovers its amortized cost basis, the difference between the fair\nvalue and amortized cost is recognized as a loss in the consolidated\nfinancial statement of operations, with a corresponding write-down of\nthe security' amortized cost. In circumstances where neither condition\nexists, we then evaluate whether a decline is due to credit-related\nfactors. The factors considered in determining whether a credit loss\nexists can include the extent to which fair value is less than the\namortized cost basis, changes in the credit quality of the underlying\nloan obligors, credit ratings actions, as well as other factors. To\ndetermine the portion of a decline in fair value that is credit-related,\nwe compare the present value of the expected cash flows of the security\ndiscounted at the security' effective interest rate to the amortized\ncost basis of the security. A credit-related impairment is limited to\nthe difference between fair value and amortized cost, and recognized as\nan allowance for credit loss on the consolidated balance sheet with a\ncorresponding adjustment to net income (loss). Any remaining decline in\nfair value that is non-credit related is recognized in other\ncomprehensive income (loss), net of tax. Improvements in expected cash\nflows due to improvements in credit are recognized through reversal of\nthe credit loss and corresponding reduction in the allowance for credit\nloss.\n\n*Equity Method Investments*\n\nWe account for investments in the common stock or in-substance common\nstock of entities that provide us with the ability to exercise\nsignificant influence, but not a controlling financial interest, using\nthe equity method. Investments accounted for under the equity method are\ninitially recorded at cost. Subsequently, we recognize through the\nconsolidated statements of operations, and as an adjustment to the\ninvestment balance, our proportionate share of the investee entities'net\nincome or loss, and the amortization of basis differences. In accounting\nfor these investments, we record our share of the entities'net income or\nloss one quarter in arrears. Equity method investments for which the\nfair value option is elected are measured at fair value on a recurring\nbasis with changes in fair value reflected in earnings.\n\nWe review our equity method investments for impairment whenever events\nor changes in business circumstances indi"}, {"title": "uber.txt", "text": "cate that the carrying value of\nthe investment may not be fully recoverable. Qualitative and\nquantitative factors considered as indicators of a potential impairment\ninclude financial results and operating trends of the investees, implied\nvalues in transactions of the investee' securities, severity and length\nof decline in value, and our intention for holding the investment, among\nother factors. If an impairment is determined to be\nother-than-temporary, the fair value of the impaired investment would\nhave to be determined and an impairment charge recorded for the\ndifference between the fair value and the carrying value of the\ninvestment. The fair value determination, particularly for investments\nin privately held companies, requires significant judgment to determine\nappropriate estimates and assumptions. Changes in these estimates and\nassumptions could affect the calculation of the fair value of the\ninvestments and the determination of the impairment charges.\n\n*Goodwill Impairment Assessment*\n\nWe review goodwill for impairment annually (in the fourth quarter) and\nwhenever events or changes in circumstances indicate that goodwill might\nbe impaired. We make certain judgments and assumptions to determine our\nreporting units and in allocating shared assets and liabilities to\ndetermine the carrying values for each of our reporting units.\nDetermination of reporting units is based on a judgmental evaluation of\nthe level at which our segment managers review financial results,\nevaluate performance, and allocate resources.\n\nJudgment in the assessment of qualitative factors of impairment include,\namong other factors: financial performance; legal, regulatory,\ncontractual, political, business, and other factors; entity specific\nfactors; industry and market considerations, macroeconomic conditions,\nand other relevant events and factors affecting the reporting unit. To\nthe extent we determine that it is more likely than not that the fair\nvalue of the reporting unit is less than its carrying value, a\nquantitative test is then performed.\n\nPerforming a quantitative goodwill impairment test includes the\ndetermination of the fair value of a reporting unit and involves\nsignificant estimates and assumptions. These estimates and assumptions\ninclude, among others, revenue growth rates and operating margins used\nto calculate projected future cash flows, risk-adjusted discount rates,"}, {"title": "uber.txt", "text": "future economic and market conditions, and the determination of\nappropriate market comparables.\n\n*Loss Contingencies*\n\nWe are involved in legal proceedings, claims, and regulatory, indirect\ntax examinations, or government inquiries and investigations that may\narise in the ordinary course of business. Certain of these matters\ninclude speculative claims for substantial or indeterminate amounts of\ndamages. We record a liability when we believe that it is both probable\nthat a loss has been incurred and the amount can be reasonably\nestimated. If we determine that a loss is reasonably possible and the\nloss or range of loss can be reasonably estimated, we disclose the\npossible loss in the accompanying notes to the consolidated financial\nstatements.\n\nWe review the developments in our contingencies that could affect the\namount of the provisions that have been previously recorded, and the\nmatters and related reasonably possible losses disclosed. We make\nadjustments to our provisions and changes to our disclosures accordingly\nto reflect the impact of negotiations, settlements, rulings, advice of\nlegal counsel, and updated information. Significant judgment is required\nto determine both the probability and the estimated amount of loss.\nThese estimates have been based\n\n65\n\non our assessment of the facts and circumstances at each balance sheet\ndate and are subject to change based on new information and future\nevents.\n\nThe outcomes of litigation, regulatory, indirect tax examinations and\ninvestigations are inherently uncertain. Therefore, if one or more of\nthese matters were resolved against us for amounts in excess of\nmanagement' expectations, our results of operations, financial\ncondition, or cash flows, including in a particular reporting period in\nwhich any such outcome becomes probable and estimable, could be\nmaterially adversely affected.\n\n*Income Taxes*\n\nWe are subject to income taxes in the United States and foreign\njurisdictions. We account for income taxes using the asset and liability\nmethod. The establishment of deferred tax assets from intra-entity\ntransfers of intangible assets requires management to make significant\nestimates and assumptions to determine the fair value of such intangible\nassets. Significant estimates in valuing intangible assets may include,\nbut are not necessarily limited to, internal revenue and expense\nforecasts, the estimated life of the"}, {"title": "uber.txt", "text": "intangible assets, comparable\ntransaction values, and/or discount rates. The discount rates used to\ndiscount expected future cash flows to present value are derived from a\nweighted-average cost of capital analysis and are adjusted to reflect\nthe inherent risks related to the cash flow. Although we believe the\nassumptions and estimates we have made are reasonable and appropriate,\nthey are based, in part, on historical experience, internal and external\ncomparable data and are inherently uncertain. Unanticipated events and\ncircumstances may occur that could affect either the accuracy or\nvalidity of such assumptions, estimates or actual results.\n\nWe account for uncertainty in tax positions by recognizing a tax benefit\nfrom uncertain tax positions when it is more-likely-than-not that the\nposition will be sustained upon examination. Evaluating our uncertain\ntax positions and determining our provision for income taxes are\ninherently uncertain and require making judgments, assumptions, and\nestimates. While we believe we have adequately reserved for our\nuncertain tax positions, no assurance can be given that the final tax\noutcome of these matters will not be different. We adjust these reserves\nin light of changing facts and circumstances, such as the closing of a\ntax audit. To the extent that the final tax outcome of these matters is\ndifferent than the amounts recorded, such differences may impact the\nprovision for income taxes and the effective tax rate in the period in\nwhich such determination is made.\n\nThe provision for income taxes includes the impact of reserve provisions\nand changes to reserves as well as the related net interest and\npenalties. In addition, we are subject to the continuous examination of\nour income tax returns by the IRS and other tax authorities which may\nassert assessments against us. We regularly assess the likelihood of\nadverse outcomes resulting from these examinations and assessments to\ndetermine the adequacy of our provision for income taxes.\n\n*Insurance Reserves*\n\nWe use a combination of third-party insurance and self-insurance\nmechanisms, including a wholly-owned captive insurance subsidiary, to\nprovide for the potential liabilities for certain risks, including auto\nliability, uninsured and underinsured motorist, auto physical damage,\ngeneral liability, and workers'compensation. The insurance reserves is\nan estimate of our potential li"}, {"title": "uber.txt", "text": "ability for unpaid losses and loss\nadjustment expenses, which represents the estimate of the ultimate\nunpaid obligation for risks retained by us and includes an amount for\ncase reserves related to reported claims and an amount for losses\nincurred but not reported as of the balance sheet date. The estimate of\nthe ultimate unpaid obligation utilizes generally accepted actuarial\nmethods applied to historical claim and loss experience. In addition, we\nuse assumptions based on actuarial judgment related to claim and loss\ndevelopment patterns and expected loss costs, which consider frequency\ntrends, severity trends, and relevant industry data. These reserves are\ncontinually reviewed and adjusted as experience develops and new\ninformation becomes known. Adjustments, if any, relating to accidents\nthat occurred in prior years are reflected in the current year results\nof operations.\n\nAll estimates of ultimate losses and allocated loss adjustment expenses,\nand of resulting reserves, are subject to inherent variability caused by\nthe nature of the insurance claim settlement process. Such variability\nis increased for us due to limited historical experience and the nature\nof the coverage provided. Actual results depend upon the outcome of\nfuture contingent events and can be affected by many factors, such as\nclaim settlement processes and changes in the economic, legal, and\nsocial environments. As a result, the net amounts that will ultimately\nbe paid to settle the liability, and when these amounts will be paid,\nmay vary in the near term from the estimated amounts.\n\nWhile management believes that the insurance reserve amount is adequate,\nthe ultimate liability may be in excess of, or less than, the amount\nprovided.\n\n*Stock-Based Compensation*\n\nWe have granted stock-based awards consisting primarily of stock\noptions, restricted common stock, RSUs, warrants, and SARs to employees,\nmembers of our board of directors and non-employees. The substantial\nmajority of our stock-based awards have been made to employees. The\nmajority of our outstanding RSUs, as well as certain options, SARs, and\nshares of restricted common stock, contain a service-based vesting\ncondition. A small portion of the awards contains service-based vesting\ncondition as well as performance-based vesting condition and/or\nmarket-based vesting condition. The service-based vesting condition for\nthe majority of thes"}, {"title": "uber.txt", "text": "e awards is satisfied over four years. The\nperformance-based vesting condition is satisfied upon meeting\npredetermined targets of\n\n66\n\ncertain financial and operation metrics. The market-based vesting\ncondition is satisfied upon reaching predetermined targets of fully\ndiluted equity values.\n\nWe account for stock-based employee compensation under the fair value\nrecognition and measurement provisions, in accordance with applicable\naccounting standards, which requires compensation expense for the\ngrant-date fair value of stock-based awards to be recognized over the\nrequisite service period. We account for forfeitures when they occur.\n\nWe have elected to use the Black-Scholes option-pricing model to\ndetermine the fair value of stock options, warrants, and SARs on the\ngrant date. The Black-Scholes option-pricing model requires certain\nsubjective inputs and assumptions, including the fair value of our\ncommon stock, the expected term, risk-free interest rates, expected\nstock price volatility, and expected dividend yield of our common stock.\n\nThese assumptions used in the Black-Scholes option-pricing model, other\nthan the fair value of our common stock, are estimated as follows:\n\n\u2022*Expected term*. We estimate the expected term based on the simplified\nmethod for employees and on the contractual term for non-employees.\n\n\u2022*Risk-free interest rate*. The risk-free interest rate is based on the\nU.S. Treasury yield curve in effect at the time of grant.\n\n\u2022*Expected volatility*. We estimate the volatility of our common stock\non the date of grant based on the weighted-average historical stock\nprice volatility of our own common shares within the same length of\nperiod as the expected term. Where, in some cases, our common share\ntrading history is shorter than the expected term, we consider\ncomparable publicly-traded companies in our industry group.\n\n\u2022*Expected dividend yield*. Expected dividend yield is zero percent, as\nwe have not paid and do not anticipate paying dividends on our common\nstock.\n\nWe continue to use judgment in evaluating the expected volatility and\nexpected term utilized in our stock-based compensation expense\ncalculation on a prospective basis. As we continue to accumulate\nadditional data related to our common stock, we may refine our estimates\nof expected volatility and expected term, which could materially impact\nour future stock-based compensation expense."}, {"title": "uber.txt", "text": "Recent Accounting Pronouncements\n\nSee Note 1 --Description of Business and Summary of Significant\nAccounting Policies, to the consolidated financial statements included\nin Part II, Item 8, \"inancial Statements and Supplementary Data,\"of this\nAnnual Report on Form 10-K.\n\nITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK\n\nWe are exposed to market risks in the ordinary course of our business.\nThese risks primarily include interest rate risk, investment risk, and\nforeign currency risk as follows:\n\n*Interest Rate Risk*\n\nOur exposures to market risk for changes in interest rates relate\nprimarily to our 2025 Refinanced Term Loan and 2027 Refinanced Term Loan\nFacilities. The 2025 and 2027 Refinanced Term Loan Facilities represent\nfloating rate notes and are carried at amortized cost. Therefore,\nfluctuations in interest rates will impact our consolidated financial\nstatements. A rising interest rate environment will increase the amount\nof interest paid on these loans. A hypothetical 100 basis point increase\nor decrease in interest rates would not have a material effect on our\nfinancial results.\n\nThe fair value of our fixed rate notes will generally fluctuate with\nmovementsof interest rates, increasing in periods of declining rates of\ninterest and declining in periods of increasing rates of interest. A\nhypothetical 100 basis point increase in interest rates would have\ndecreased the fair value of our notes by \\$232 million as of December\u00a01,\n2022.\n\n*Investment Risk*\n\nOur investment policy objective aims to preserve capital and meet\nliquidity requirements without significantly increasing risk. We had\ncash and cash equivalents including restricted cash and cash equivalents\ntotaling \\$7.8 billion and \\$6.7 billion as of December\u00a01, 2021 and\nDecember\u00a01, 2022, respectively. Marketable debt securities classified as\nrestricted investments and short-term investments totaled \\$1.7 billion\nas of December\u00a01, 2022. As of December\u00a01, 2022, our cash, cash\nequivalents, and marketable debt securities primarily consist of money\nmarket funds, cash deposits, U.S. government securities, U.S. government\nagency securities, and investment-grade corporate debt securities. We do\nnot enter into investments for trading or speculative purposes.\nInvestments in fixed rate securities carry a degree of interest rate\nrisk. Changes in rates would primarily impact interest income due t"}, {"title": "uber.txt", "text": "o the\nrelatively short-term nature of our investments. A hypothetical 100\nbasis point change in interest rates would not have a material effect on\nour financial results.\n\nWe are exposed to certain risk related to the carrying amounts of\ninvestments in other companies, including our minority-owned,\nprivately-held affiliates and recently public companies, compared to\ntheir fair value. We hold privately held investments in illiquid private\ncompany stock which are inherently difficult to value given the lack of\npublicly available information. We also hold equity securities with\nreadily determinable fair values which are subject to equity price risk.\nThese investments in privately-held affiliates and\n\n67\n\nrecently public companies may increase the volatility in our net\nincome/(loss) in future periods due to changes in the fair value of\nthese investments. In certain cases, our ability to sell these\ninvestments may be impacted by contractual obligations to hold the\nsecurities for a set period of time after a public offering. As of\nDecember\u00a01, 2022, the carrying value of our investments was \\$6.9\nbillion, including equity method investments and restricted investments.\n\n*Foreign Currency Risk*\n\nWe transact business globally in multiple currencies. Our international\nrevenue, as well as costs and expenses denominated in foreign\ncurrencies, expose us to the risk of fluctuations in foreign currency\nexchange rates against the U.S. dollar. We are exposed to foreign\ncurrency risks related to our revenue and operating expenses denominated\nin currencies other than the U.S. dollar. Accordingly, changes in\nexchange rates may negatively affect our future revenue and other\noperating results as expressed in U.S. dollars. Our foreign currency\nrisk is partially mitigated as our revenue recognized in currencies\nother than the U.S. dollar is diversified across geographic regions and\nwe incur expenses in the same currencies in such regions.\n\nWe have experienced and will continue to experience fluctuations in our\nnet income/(loss) as a result of transaction gains or (losses) related\nto remeasurement of our asset and liability balances that are\ndenominated in currencies other than the functional currency of the\nentities in which they are recorded. Foreign currency rates may also\nimpact the value of our equity method investment in our Yandex.Taxi\njoint venture. At this time, we do not, bu"}, {"title": "uber.txt", "text": "t we may in the future, enter\ninto derivatives or other financial instruments in an attempt to hedge\nour foreign currency exchange risk.\n\n68\n\nITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE\n\n ----------------------------------- ------- -- -- -- -- -- -- -- -- -- --\n \n Pages \n (PCAOB ID 238) \n Consolidated Financial Statements \n \n Financial Statement Schedule \n \n ----------------------------------- ------- -- -- -- -- -- -- -- -- -- --\n\n69\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Board of Directors and Stockholders of Uber Technologies, Inc.\n\n*Opinions on the Financial Statements and Internal Control over\nFinancial Reporting*\n\nWe have audited the accompanying consolidated balance sheets of Uber\nTechnologies, Inc. and its subsidiaries (the \"ompany\" as of December 31,\n2022 and 2021, and the related consolidated statements of operations, of\ncomprehensive loss, of redeemable non-controlling interests and equity\nand of cash flows for each of the three years in the period ended\nDecember 31, 2022, including the related notes and financial statement\nschedule listed in the accompanying index (collectively referred to as\nthe \"onsolidated financial statements\". We also have audited the\nCompany\\'s internal control over financial reporting as of December 31,\n2022, based on criteria established in *Internal Control - Integrated\nFramework* (2013) issued by the Committee of Sponsoring Organizations of\nthe Treadway Commission (COSO).\n\nIn our opinion, the consolidated financial statements referred to above\npresent fairly, in all material respects, the financial position of the\nCompany as of December 31, 2022 and 2021, and the results of its\noperations and its cash flows for each of the three years in the period\nended December 31, 2022 in conformity with accounting principles\ngenerally accepted in the United States of America. Also in our opinion,\nthe Company maintained, in all ma"}, {"title": "uber.txt", "text": "terial respects, effective internal\ncontrol over financial reporting as of December 31, 2022, based on\ncriteria established in Internal Control - Integrated Framework (2013)\nissued by the COSO.\n\n*Change in Accounting Principle*\n\nAs discussed in Note 8 to the consolidated financial statements, the\nCompany changed the manner in which it accounts for convertible\ninstruments and contracts in an entity' own equity in 2021.\n\n*Basis for Opinions*\n\nThe Company\\'s management is responsible for these consolidated\nfinancial statements, for maintaining effective internal control over\nfinancial reporting, and for its assessment of the effectiveness of\ninternal control over financial reporting, included in Management'\nReport on Internal Control over Financial Reporting appearing under Item\n9A. Our responsibility is to express opinions on the Company'\nconsolidated financial statements and on the Company\\'s internal control\nover financial reporting based on our audits. We are a public accounting\nfirm registered with the Public Company Accounting Oversight Board\n(United States) (PCAOB) and are required to be independent with respect\nto the Company in accordance with the U.S. federal securities lawsand\nthe applicable rules and regulations of the Securities and Exchange\nCommission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB.\nThose standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements\nare free of material misstatement, whether due to error or fraud, and\nwhether effective internal control over financial reporting was\nmaintained in all material respects.\n\nOur audits of the consolidated financial statements included performing\nprocedures to assess the risks of material misstatement of the\nconsolidated financial statements, whether due to error or fraud, and\nperforming procedures that respond to those risks. Such procedures\nincluded examining, on a test basis, evidence regarding the amounts and\ndisclosures in the consolidated financial statements. Our audits also\nincluded evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall\npresentation of the consolidated financial statements. Our audit of\ninternal control over financial reporting included obtaining an\nunderstanding of internal control ove"}, {"title": "uber.txt", "text": "r financial reporting, assessing\nthe risk that a material weakness exists, and testing and evaluating the\ndesign and operating effectiveness of internal control based on the\nassessed risk. Our audits also included performing such other procedures\nas we considered necessary in the circumstances. We believe that our\naudits provide a reasonable basis for our opinions.\n\n*Definition and Limitations of Internal Control over Financial\nReporting*\n\nA company' internal control over financial reporting is a process\ndesigned to provide reasonable assurance regarding the reliability of\nfinancial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples. A company' internal control over financial reporting\nincludes those policies and procedures that (i) pertain to the\nmaintenance of records that, in reasonable detail, accurately and fairly\nreflect the transactions and dispositions of the assets of the company;\n(ii) provide reasonable assurance that transactions are recorded as\nnecessary to permit preparation of financial statements in accordance\nwith generally accepted accounting principles, and that receipts and\nexpenditures of the company are being made only in accordance with\nauthorizations of management and directors of the company; and (iii)\nprovide reasonable assurance regarding prevention or timely detection of\nunauthorized acquisition, use, or disposition of the company' assets\nthat could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial\nreporting may not prevent or detect misstatements. Also, projections of\nany evaluation of effectiveness to future periods are subject to the\nrisk that controls may become inadequate because of changes in\nconditions, or that the degree of compliance with the policies or\nprocedures may deteriorate.\n\n70\n\n*Critical Audit Matters*\n\nThe critical audit matters communicated below are matters arising from\nthe current period audit of the consolidated financial statements that\nwere communicated or required to be communicated to the audit committee\nand that (i) relate to accounts or disclosures that are material to the\nconsolidated financial statements and (ii) involved our especially\nchallenging, subjective, or complex judgments. The communication of\ncritical audit matters does not alter in any"}, {"title": "uber.txt", "text": "way our opinion on the\nconsolidated financial statements, taken as a whole, and we are not, by\ncommunicating the critical audit matters below, providing separate\nopinions on the critical audit matters or on the accounts or disclosures\nto which they relate.\n\n*Presentation of Mobility and Delivery Revenue Agreements, Including\nIncentives, Discounts and Promotions to Drivers, Merchants and\nEnd-Users*\n\nAs described in Notes 1 and 2 to the consolidated financial statements,\nthe Company derives its revenues principally from Drivers'and\nMerchants'use of the Company' platform, on-demand lead generation, and\nrelated services in connection with Mobility and Delivery services, as\nwell as from direct fees charged to end-users for use of the platform\nand in exchange for Mobility and Delivery services. Management applies\njudgment in determining whether the Company is the principal or agent in\ntransactions with Drivers, Merchants and end-users. This determination\nimpacts the presentation of revenue on a gross or net basis as well as\nthe presentation of incentives provided to Drivers and Merchants and\ndiscounts and promotions offered to end-users, to the extent they are\nnot customers. For the year ended December 31, 2022, the Company'\nMobility and Delivery revenue, net of incentives, was \\$24.9 billion and\ndiscounts, loyalty programs, promotions, refunds, and credits provided\nto end-users who are not customers totaled \\$2.2 billion, of which a\nsignificant portion relates to discounts and promotions.\n\nThe principal considerations for our determination that performing\nprocedures relating to the presentation of Mobility and Delivery revenue\nagreements, including incentives, discounts and promotions to Drivers,\nMerchants, and end-users is a critical audit matter are the significant\njudgment by management in assessing the presentation of revenue on a\ngross or net basis, as well as the presentation of incentives, discounts\nand promotions offered to Drivers, Merchants, and end-users, which in\nturn led to a high degree of auditor judgment, subjectivity and effort\nin performing procedures and evaluating audit evidence relating to\nwhether transaction attributes were appropriately analyzed and presented\nby management.\n\nAddressing the matter involved performing procedures and evaluating\naudit evidence in connection with forming our overall opinion on the\nconsolidated financial stateme"}, {"title": "uber.txt", "text": "nts. These procedures included testing the\neffectiveness of controls relating to the Company' revenue recognition\nprocess, including controls over the presentation of Mobility and\nDelivery revenue, incentives, discounts and promotions. These procedures\nalso included, among others, testing, on a sample basis, trip\ntransaction attributes and assessing management' classification of new\nor changed agreements by examining documentation related to the\nagreement terms, driver statements, rider receipts, and discount,\npromotion and incentive terms, and assessing the impact of those terms\nand attributes on the presentation of revenue and income statement\nclassification.\n\n*Valuation of Insurance Reserves*\n\nAs described in Note 1 to the consolidated financial statements,\ninsurance reserves is the liability for unpaid losses and loss\nadjustment expenses, which represents the estimate of the ultimate\nunpaid obligation for risks retained by the Company and includes an\namount for case reserves related to reported claims and an amount for\nlosses incurred but not reported as of the balance sheet date. The\nestimate of the ultimate unpaid obligation utilizes generally accepted\nactuarial methods applied to historical claim and loss experience. In\naddition, management uses assumptions based on actuarial judgment\nrelated to claim and loss development patterns and expected loss costs,\nwhich consider frequency trends, severity trends, and relevant industry\ndata. These reserves are continually reviewed by management and adjusted\nas experience develops and new information becomes known. The Company'\nshort-term and long-term insurance reserves as of December 31, 2022\ntotaled \\$4.7 billion.\n\nThe principal considerations for our determination that performing\nprocedures relating to the valuation of insurance reserves is a critical\naudit matter are the significant judgment by management when developing\nthe estimate of the insurance reserves, which in turn led to a high\ndegree of auditor judgment, subjectivity and effort in performing\nprocedures and evaluating audit evidence relating to the actuarial\nmethods and management' significant assumptions related to loss\ndevelopment patterns and expected loss costs. The audit effort also\ninvolved the use of professionals with specialized skill and knowledge.\n\nAddressing the matter involved performing procedures and evaluating\naudit evidence in con"}, {"title": "uber.txt", "text": "nection with forming our overall opinion on the\nconsolidated financial statements. These procedures included testing the\neffectiveness of controls relating to the Company' valuation of\ninsurance reserves, including controls over the development of the\nsignificant assumptions related to loss development patterns and\nexpected loss costs. These procedures also included, among others, the\ninvolvement of professionals with specialized skill and knowledge to\nassist in (i) developing, for selected reserve components, an\nindependent actuarial estimate of the insurance reserves, and comparison\nof this independent estimate to management' actuarially determined\nreserves, and (ii) testing, for other selected reserve components,\nmanagement' process for estimating the insurance reserves. Developing\nthe independent estimate involved independently developing the loss\ndevelopment patterns and expected loss costs and testing the\ncompleteness and accuracy of data provided by management. Testing\nmanagement' process for estimating the insurance reserves involved\nevaluating the appropriateness of management' actuarial methods,\nevaluating the reasonableness of the significant assumptions used by\n\n71\n\nmanagement related to loss development patterns and expected loss costs\nused in those methods, and testing the completeness and accuracy of data\nused by management.\n\n/s/ PricewaterhouseCoopers LLP\n\nSan Francisco, California\n\nFebruary\u00a01, 2023\n\nWe have served as the Company' auditor since 2014.\n\n72\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED BALANCE SHEETS\n\n(In millions, except share amounts which are reflected in thousands, and\nper share amounts)\n\n ------------------------------------------------------------------------------------------------------------------------------------------------------ -- ------------------------- --------- ------------------------- ---------- ---- --------- -- -- -- -- -- -- --\n \n As of December 31, 2021 As of December 31, 2022"}, {"title": "uber.txt", "text": "Assets \n Cash and cash equivalents \\$ 4,295\u00a0 \\$ 4,208\u00a0 \n Short-term investments ---\u00a0 103\u00a0 \n Restricted cash and cash equivalents 631\u00a0 680\u00a0 \n Accounts receivable, net of allowance of \\$51 and \\$80, respectively2,439\u00a0 2,779\u00a0 \n Prepaid expenses and other current assets 1,454\u00a0 1,479\u00a0 \n \n Total current assets 8,819\u00a0 9,249\u00a0 \n Restricted cash and cash equivalents 2,879\u00a0 1,789Restricted investments ---\u00a0 1,614\u00a0 \n Investments 11,806\u00a0 4,401\u00a0 \n Equity method investments 800\u00a0 870\u00a0 \n Property and equipment, net1,853\u00a0 2,082\u00a0 \n Operating lease right-of-use assets 1,388\u00a0 1,449\u00a0 \n Intangible assets, net 2,412\u00a0 1,874\u00a0 \n Goodwill 8,420\u00a0 8,263\u00a0 \n Other assets 397\u00a0 518\u00a0 \n Total assets\\$ 38,774\u00a0 \\$ 32,109\u00a0 \n Liabilities, redeemable non-controlling interests and equity \n Accounts payable \\$ 860\u00a0 \\$ 728\u00a0 \n Short-term insurance reserves 1,442\u00a0 1,692\u00a0 \n Operating lease liabilities, current 185"}, {"title": "uber.txt", "text": "201\u00a0 \n Accrued and other current liabilities 6,537\u00a0 6,232\u00a0 \n \n Total current liabilities 9,024\u00a0 8,853\u00a0 \n Long-term insurance reserves 2,546\u00a0 3,028\u00a0 \n Long-term debt, net of current portion9,276\u00a0 9,265\u00a0 \n Operating lease liabilities, non-current 1,644\u00a0 1,673\u00a0 \n Other long-term liabilities 935\u00a0 786\u00a0 \n Total liabilities 23,425\u00a0 23,605\u00a0 \n Commitments and contingencies (Note 14)Redeemable non-controlling interests 204\u00a0 430\u00a0 \n Equity \n Common stock, \\$0.00001 par value, 5,000,000 shares authorized for both periods, 1,949,316 and 2,005,486 shares issued and outstanding, respectively ---\u00a0 ---\u00a0 \n Additional paid-in capital 38,608\u00a0 40,550\u00a0 \n Accumulated other comprehensive loss\\(524\\) \\(443\\) \n Accumulated deficit (23,626) (32,767) \n Total Uber Technologies, Inc. stockholders\\' equity 14,458\u00a0 7,340\u00a0 \n Non-redeemable non-controlling interests 687\u00a0 734\u00a0 \n Total equity 15,145\u00a0 8,074"}, {"title": "uber.txt", "text": "Total liabilities, redeemable non-controlling interests and equity \\$ 38,774\u00a0 \\$ 32,109\u00a0 \n ------------------------------------------------------------------------------------------------------------------------------------------------------ -- ------------------------- --------- ------------------------- ---------- ---- --------- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n73\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n(In millions, except share amounts which are reflected in thousands, and\nper share amounts)\n\n ------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --Year Ended December 31, \n 2020 2021 2022 \n Revenue \\$ 11,139\u00a0 \\$ 17,455\u00a0 \\$ 31,877\u00a0 \n Costs and expenses \n Cost of revenue, exclusive of depreciation and amortization shown separately below 5,154\u00a0 9,351\u00a0 19,659Operations and support 1,819\u00a0 1,877\u00a0 2,413\u00a0 \n Sales and marketing 3,583\u00a0 4,789\u00a0 4,756\u00a0 \n Research and development 2,205\u00a0 2,054\u00a0 2,798\u00a0 \n General and administrative 2,666\u00a0 2,316\u00a0 3,136\u00a0 \n Depreciation and amortization 575\u00a0 902\u00a0 947\u00a0 \n Total costs an"}, {"title": "uber.txt", "text": "d expenses 16,002\u00a0 21,289\u00a0 33,709\u00a0 \n Loss from operations (4,863) (3,834) (1,832) \n Interest expense \\(458\\) \\(483\\) \\(565\\) \n Other income (expense), net (1,625) 3,292\u00a0 (7,029) \n Loss before income taxes and income (loss) from equity method investments (6,946) (1,025) (9,426) \n Provision for (benefit from) income taxes\\(192\\) \\(492\\) \\(181\\) \n Income (loss) from equity method investments \\(34\\) \\(37\\) 107\u00a0 \n Net loss including non-controlling interests (6,788) \\(570\\) (9,138) \n Less: net income (loss) attributable to non-controlling interests, net of tax \\(20\\) \\(74\\) 3\u00a0 \n Net loss attributable to Uber Technologies, Inc. \\$ (6,768) \\$ \\(496\\) \\$ (9,141) \n Net loss per share attributable to Uber Technologies, Inc. common stockholders:Basic \\$ (3.86) \\$ (0.26) \\$ (4.64) \n Diluted \\$ (3.86) \\$ (0.29) \\$ (4.65) \n Weighted-average shares used to compute net loss per share attributable to common stockholders: \n Basic 1,752,960\u00a0 1,892,546\u00a0 1,972,131\u00a0 \n Diluted 1,752,960"}, {"title": "uber.txt", "text": "1,895,519\u00a0 1,974,928\u00a0 \n ------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n74\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS\n\n(In millions)\n\n --------------------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n Net loss including non-controlling interests \\$ (6,788) \\$ \\(570\\) \\$ (9,138) \n Other comprehensive income (loss), net of tax: \n Change in foreign currency translation adjustment \\(350\\) 57\u00a0 81\u00a0 \n Change in unrealized gain (loss) on investments in available-for-sale debt securities 2\u00a0 \\(46\\) ---\u00a0 \n Other comprehensive income (loss), net of tax \\(348\\) 1181\u00a0 \n Comprehensive loss including non-controlling interests (7,136) \\(559\\) (9,057) \n Less: comprehensive income (loss) attributable to non-controlling interests \\(20\\) \\(74\\) 3\u00a0 \n Comprehensive loss attributable to Uber Technologies, Inc. \\$ (7,116) \\$ \\(485\\) \\$ (9,060) \n --------------------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n75\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND\nEQUITY\n\n(In millions, except share amounts which are reflected in thousands)\n\n ------"}, {"title": "uber.txt", "text": "----------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- -------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity \n Shares Amount \n Balance as of December 31, 2019 \\$ 311\u00a0 1,716,681\u00a0 \\$ ---\u00a0 \\$ 30,739\u00a0 \\$ \\(187\\) \\$ (16,362) \\$ 682\u00a0 \\$ 14,872\u00a0 \n Exercise of stock options ---\u00a0 16,821\u00a0 ---\u00a0 80\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 80\u00a0 \n Stock-based compensation ---\u00a0 ---\u00a0 ---\u00a0 861\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 861\u00a0 \n Issuance\u00a0f\u00a0ommon\u00a0tock\u00a0nder the\u00a0mployee\u00a0tock\u00a0urchase Plan---\u00a0 4,934\u00a0 ---\u00a0 125\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 125\u00a0 \n Equity component of convertible notes, net ---\u00a0 ---\u00a0 ---\u00a0 243\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 243\u00a0 \n Issuance of common stock as consideration for acquisitions ---\u00a0 73,396\u00a0 ---"}, {"title": "uber.txt", "text": "3,898\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 3,898\u00a0 \n Issuance of common stock for settlement of RSUs ---\u00a0 38,476\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Shares withheld related to net share settlement ---\u00a0 \\(555\\) ---\u00a0 \\(17\\) ---\u00a0 ---\u00a0 ---\u00a0 \\(17\\)Release of shares previously held in escrow related to prior business combination ---\u00a0 41\u00a0 ---\u00a0 2\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 2\u00a0 \n Recognition of non-controlling interest upon acquisition 290\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Issuance of Freight subsidiary preferred stock, net of costs to issue 247---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Unrealized gain on investments in available-for-sale debt securities, net of tax ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 2\u00a0 ---\u00a0 ---\u00a0 2\u00a0 \n Foreign currency translation adjustment ---\u00a0 ---\u00a0 ---\u00a0 ---\\(350\\) ---\u00a0 ---\u00a0 \\(350\\) \n Distributions to non-controlling interests \\(9\\) ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \\(13\\) \\(13\\) \n Net loss \\(52\\) ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 (6,768) 32\u00a0 (6,736) \n Balance a"}, {"title": "uber.txt", "text": "s of December 31, 2020 \\$ 787\u00a0 1,849,794\u00a0 \\$ ---\u00a0 \\$ 35,931\u00a0 \\$ \\(535\\) \\$ (23,130) \\$ 701\u00a0 \\$ 12,967\u00a0 \n ----------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- -------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n76\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND\nEQUITY\n\n(In millions, except share amounts which are reflected in thousands)\n\n ------------------------------------------------------------------------------------------------------------------------ -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- --------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- --------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity \n Shares Amount \n Balance as of December 31, 2020 \\$"}, {"title": "uber.txt", "text": "787\u00a0 1,849,794\u00a0 \\$ ---\u00a0 \\$ 35,931\u00a0 \\$ \\(535\\) \\$ (23,130) \\$ 701\u00a0 \\$ 12,967\u00a0 \n Exercise of stock options ---\u00a0 9,440\u00a0 ---\u00a0 101\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 101\u00a0 \n Stock-based compensation ---\u00a0 ---\u00a0 ---1,204\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 1,204\u00a0 \n Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06 ---\u00a0 ---\u00a0 ---\u00a0 \\(243\\) ---\u00a0 ---\u00a0 ---\u00a0 \\(243\\) \n Reclassification of share-based award liability to additional paid-in capital ---\u00a0 ---\u00a0 ---\u00a0 4\u00a0 ------\u00a0 ---\u00a0 4\u00a0 \n Issuance\u00a0f\u00a0ommon\u00a0tock\u00a0nder the\u00a0mployee\u00a0tock\u00a0urchase Plan ---\u00a0 2,770\u00a0 ---\u00a0 107\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 107\u00a0 \n Issuance of common stock as consideration for acquisitions ---\u00a0 19,377\u00a0 ---\u00a0 929\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 929"}, {"title": "uber.txt", "text": "Issuance of common stock for settlement of Careem Convertible Notes ---\u00a0 4,225\u00a0 ---\u00a0 232\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 232\u00a0 \n Issuance of common stock for settlement of contingent consideration liability ---\u00a0 2,252\u00a0 ---\u00a0 102\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 102\u00a0 \n Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest ---\u00a0 4,641\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Re-measurement of non-controlling interest 1,052\u00a0 ---\u00a0 ---\u00a0 (1,058) ---\u00a0 ---\u00a0 ---\u00a0 (1,058) \n Acquisition of non-controlling interests (1,194)20,641\u00a0 ---\u00a0 1,327\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 1,327\u00a0 \n Recognition of non-controlling interest upon sale of Freight Holding preferred stock ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 675\u00a0 675\u00a0 \n Derecognition of non-controlling interests upon divestiture \\(356\\) ---\u00a0 ------\u00a0 ---\u00a0 ---\u00a0 \\(701\\) \\(701\\) \n Issuance of common stock for settlement of RSUs ---\u00a0 36,703\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Shares withheld related to net share settlement ---\u00a0 \\(527\\) ---\u00a0 \\(28\\) ---\u00a0 ---"}, {"title": "uber.txt", "text": "---\u00a0 \\(28\\) \n Unrealized loss on investments in available-for-sale debt securities, net of tax ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \\(46\\) ---\u00a0 ---\u00a0 \\(46\\) \n Foreign currency translation adjustment ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 57\u00a0 ---\u00a0 ---\u00a0 57Net income (loss) \\(85\\) ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \\(496\\) 12\u00a0 \\(484\\) \n Balance as of December 31, 2021 \\$ 204\u00a0 1,949,316\u00a0 \\$ ---\u00a0 \\$ 38,608\u00a0 \\$ \\(524\\) \\$ (23,626) \\$ 687\u00a0 \\$ 15,145\u00a0 \n ------------------------------------------------------------------------------------------------------------------------ -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- --------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- --------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n77\n\nUBER TECHNOLOGIES, INC.\n\nCONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND\nEQUITY\n\n(In millions, except share amounts which are reflected in thousands)\n\n ------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- ------ ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "-- -- -- -- -- -- -- -- -- -- -- -- --\n \n Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity \n Shares Amount \n Balance as of December 31, 2021 \\$ 204\u00a0 1,949,316\u00a0 \\$ ---\u00a0 \\$ 38,608\u00a0 \\$ \\(524\\) \\$ (23,626) \\$ 687\u00a0 \\$ 15,145\u00a0 \n Exercise of stock options ---\u00a0 4,151\u00a0 ---\u00a0 19\u00a0 ---\u00a0 ------\u00a0 19\u00a0 \n Stock-based compensation ---\u00a0 ---\u00a0 ---\u00a0 1,843\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 1,843\u00a0 \n Issuance of common stock for settlement of RSUs ---\u00a0 47,828\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Issuance of common stock under the Employee Stock Purchase Plan---\u00a0 4,599\u00a0 ---\u00a0 92\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 92\u00a0 \n \n Shares withheld related to net share settlement ---\u00a0 \\(540\\) ---\u00a0 \\(17"}, {"title": "uber.txt", "text": "\\) ---\u00a0 ---\u00a0 ---\u00a0 \\(17\\) \n Issuance of common stock for settlement of contingent consideration liability ---\u00a0 132\u00a0 ---\u00a0 5\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 5Foreign currency translation adjustment \\(3\\) ---\u00a0 ---\u00a0 ---\u00a0 81\u00a0 ---\u00a0 ---\u00a0 81\u00a0 \n Recognition of non-controlling interest upon capital investment 18\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Recognition of non-controlling interest upon issuance of subsidiary stock ---\u00a0 ------\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 5\u00a0 5\u00a0 \n Issuance of Freight subsidiary preferred stock 250\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 \n Net income (loss) \\(39\\) ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 (9,141) 42(9,099) \n Balance as of December 31, 2022 \\$ 430\u00a0 2,005,486\u00a0 \\$ ---\u00a0 \\$ 40,550\u00a0 \\$ \\(443\\) \\$ (32,767) \\$ 734\u00a0 \\$ 8,074\u00a0 \n ------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- ------ ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial"}, {"title": "uber.txt", "text": "statements.*\n\n78\n\n ------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) \n \n Year Ended December 31, \n 2020 2021 2022 \n Cash flows from operating activities \n Net loss including non-controlling interests \\$ (6,788) \\$ \\(570\\) \\$ (9,138) \n Adjustments to reconcile net loss to net cash provided by (used in) operating activities: \n Depreciation and amortization575\u00a0 902\u00a0 947\u00a0 \n Bad debt expense 76\u00a0 109\u00a0 114\u00a0 \n Stock-based compensation 827\u00a0 1,168\u00a0 1,793\u00a0 \n Gain from sale of investments ---\u00a0 \\(413\\) ---\u00a0 \n Gain on business divestitures, net \\(204\\) (1,684) \\(14\\)Deferred income taxes \\(266\\) \\(692\\) \\(441\\) \n Impairment of debt and equity securities 1,690\u00a0 ---\u00a0 ---\u00a0 \n Impairments of goodwill, long-lived assets and other assets 404\u00a0 116\u00a0 28\u00a0 \n Impairment of equity method investment ---\u00a0 ---\u00a0 182\u00a0 \n Loss (income) from equity method investments, net 34"}, {"title": "uber.txt", "text": "37\u00a0 \\(107\\) \n Unrealized (gain) loss on debt and equity securities, net 125\u00a0 (1,142) 7,045\u00a0 \n Revaluation of MLU B.V. call option ---\u00a0 ---\u00a0 \\(191\\) \n Unrealized foreign currency transactions 48\u00a0 38\u00a0 96\u00a0 \n Other 2\u00a0 4\u00a0 \\(7\\) \n Change in assets and liabilities, net of impact of business acquisitions and disposals: \n Accounts receivable 142\u00a0 \\(597\\) \\(542\\) \n Prepaid expenses and other assets 94\u00a0 \\(236\\) \\(196\\) \n Collateral held by insurer 339\u00a0 860\u00a0 ---\u00a0 \n Operating lease right-of-use assets 341\u00a0 165\u00a0 193Accounts payable \\(133\\) 90\u00a0 \\(133\\) \n Accrued insurance reserves \\(3\\) 516\u00a0 736\u00a0 \n Accrued expenses and other liabilities 83\u00a0 1,068\u00a0 492\u00a0 \n Operating lease liabilities \\(131\\) \\(184\\) \\(215\\) \n Net cash provided by (used in) operating activities (2,745)\\(445\\) 642\u00a0 \n Cash flows from investing activities \n Purchases of property and equipment \\(616\\) \\(298\\) \\(252\\) \n Purchases of non-marketable equity securities \\(10\\) \\(982\\) \\(14\\) \n Purchases of marketable securities (2,101) (1,113) (1,708) \n Proceeds from sale of non-marketable equity securities"}, {"title": "uber.txt", "text": "---\u00a0 500\u00a0 ---\u00a0 \n Proceeds from maturities and sales of marketable securities 1,360\u00a0 2,291\u00a0 376\u00a0 \n Proceeds from sale of equity method investments and grant of related call option ---\u00a0 1,000\u00a0 ---\u00a0 \n Proceeds from business divestiture, net of cash divested ---\u00a0 ---\u00a0 26\u00a0 \n Acquisition of businesses, net of cash acquired (1,471) (2,314) \\(59\\)Return of capital from equity method investee 91\u00a0 ---\u00a0 ---\u00a0 \n Purchase of notes receivables \\(185\\) \\(297\\) ---\u00a0 \n Other investing activities 63\u00a0 12\u00a0 \\(6\\) \n Net cash used in investing activities (2,869) (1,201) (1,637) \n Cash flows from financing activitiesProceeds from issuance and sale of subsidiary stock units 247\u00a0 675\u00a0 255\u00a0 \n Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 125\u00a0 107\u00a0 92\u00a0 \n Issuance of term loan and notes, net of issuance costs 2,628\u00a0 1,484\u00a0 ---\u00a0 \n ------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n79\n\n ---------------------------------------------------------------"}, {"title": "uber.txt", "text": "----------------------------------------- --------------------------------------- ------------------------- -------- ------ --------- ------ -------- --------- -- ---- -------- -- -- -- -- -- -- -- -- --\n \n UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) \n \n Year Ended December 31,2020 2021 2022 \n Principal repayment on term loan and notes \\(527\\) \\(27\\) ---\u00a0 \n Principal repayment on Careem Notes \\(891\\) \\(307\\) \\(80\\) \n Principal payments on finance leases \\(224\\) \\(226\\) \\(184\\) \n Other financing activities21\u00a0 74\u00a0 \\(68\\) \n Net cash provided by financing activities 1,379\u00a0 1,780\u00a0 15\u00a0 \n Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents \\(92\\) \\(69\\) \\(148\\) \n Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents (4,327) 65\u00a0 (1,128) \n Cash and cash equivalents, and restricted cash and cash equivalentsBeginning of period 12,067\u00a0 7,391\u00a0 7,805\u00a0 \n Reclassification from (to) assets held for sale during the period \\(349\\) 349\u00a0 ---\u00a0 \n End of period, excluding cash classified within assets held for sale \\$ 7,391\u00a0 \\$ 7,805\u00a0 \\$ 6,677\u00a0 \n \n Supplemental disclosures of cash flow information"}, {"title": "uber.txt", "text": "Cash paid for: \n Interest, net of amount capitalized \\$ 412\u00a0 \\$ 449\u00a0 \\$ 513\u00a0 \n Income taxes, net of refunds 82\u00a0 87\u00a0 175\u00a0 \n Non-cash investing and financing activities:Finance lease obligations 196\u00a0 184\u00a0 349\u00a0 \n Right-of-use assets obtained in exchange for lease obligations 202\u00a0 273\u00a0 329\u00a0 \n Common stock issued in connection with acquisitions 3,898\u00a0 1,868\u00a0 ---\u00a0 \n Ownership interest received in exchange for divestitures 171\u00a0 1,018\u00a0 ---\u00a0 \n Issuance of Careem Notes including the holdback amount 1,634\u00a0 ---\u00a0 ---\u00a0 \n Conversion of convertible notes to common stock related to Careem ---\u00a0 232\u00a0 ---\u00a0 \n -------------------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- -------- ------ --------- ------ -------- --------- -- ---- -------- -- -- -- -- -- -- -- -- --\n\n*The accompanying notes are an integral part of these consolidated\nfinancial statements.*\n\n80\n\nUBER TECHNOLOGIES, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nNote 1 --Description of Business and Summary of Significant Accounting\nPolicies\n\n*Description of Business*\n\nUber Technologies, Inc. (\"ber,\"\"e,\"\"ur,\"or \"s\" was incorporated in\nDelaware in July 2010, and is headquartered in San Francisco,\nCalifornia. Uber is a technology platform that us"}, {"title": "uber.txt", "text": "es a massive network,\nleading technology, operational excellence and product expertise to\npower movement from point A to point B. Uber develops and operates\nproprietary technology applications supporting a variety of offerings on\nits platform (\"latform(s)\"or \"latform(s)\". Uber connects consumers\n(\"ider(s)\" with independent providers of ride services (\"obility\nDriver(s)\" for ridesharing services, and connects Riders and other\nconsumers (\"aters\" with restaurants, grocers and other stores\n(collectively, \"erchants\" with delivery service providers (\"ouriers\" for\nmeal preparation, grocery and other delivery services. Riders and Eaters\nare collectively referred to as \"nd-user(s)\"or \"onsumer(s).\"Mobility\nDrivers and Couriers are collectively referred to as \"river(s).\"Uber\nalso connects consumers with public transportation networks. Uber uses\nthis same network, technology, operational excellence and product\nexpertise to connect shippers with carriers in the freight industry.\nUber is also developing technologies designed to provide new solutions\nto solve everyday problems.\n\nOur technology is used around the world, principally in the United\nStates (\".S.\" and Canada, Latin America, Europe, theMiddle East,\nAfrica, and Asia (excluding China and Southeast Asia).\n\n*Basis of Presentation*\n\nThe accompanying consolidated financial statements have been prepared in\naccordance with generally accepted accounting principles in the United\nStates (\"AAP\". We consolidate our wholly-owned subsidiaries and\nmajority-owned subsidiaries over which we exercise control, and variable\ninterest entities (\"IE\" where we are deemed to be the primary\nbeneficiary. Refer to Note 15 --Variable Interest Entities for further\ninformation. All intercompany balances and transactions have been\neliminated.\n\n*Use of Estimates*\n\nThe preparation of our consolidated financial statements in conformity\nwith GAAP requires management to make estimates and assumptions, which\naffect the reported amounts in the financial statements and accompanying\nnotes. Estimates are based on historical experience, where applicable,\nand other assumptions which management believes are reasonable under the\ncircumstances. On an ongoing basis, management evaluates estimates,\nincluding, but not limited to: fair values of investments and other\nfinancial instruments (including the measurement of credit or impairment\nlosses); useful lives of"}, {"title": "uber.txt", "text": "amortizable long-lived assets; fair value of\nacquired intangible assets and related impairment assessments;\nimpairment of\u00a0oodwill; stock-based compensation; income taxes and\nnon-income tax reserves; certain deferred tax assets and tax\nliabilities; insurance reserves; and other contingent liabilities. These\nestimates are inherently subject to judgment and actual results could\ndiffer from those estimates. We considered the impacts of the COVID-19\npandemic on the assumptions and inputs (including market data)\nsupporting certain of these estimates, assumptions and judgments. The\nlevel of uncertainties and volatility related to the impacts of the\nCOVID-19 pandemic means that these estimates may change in future\nperiods, as new events occur and additional information is obtained.\n\n*Concentration of Credit Risk*\n\nCash and cash equivalents, short-term investments, restricted cash and\ncash equivalents, restricted investments, other receivables, and\naccounts receivable are potentially subject to credit risk\nconcentration. Cash, cash equivalents, and available-for-sale securities\nprimarily consist of money market funds, cash deposits, U.S. government\nand agency securities, and investment-grade corporate debt securities.\nOur investment policy limits the amount of credit exposure with any one\nfinancial institution or commercial issuer. Cash deposits typically\nexceed insured limits and are placed with financial institutions around\nthe world that we believe are of high credit quality. We have not\nexperienced any material losses related to these concentrations during\nthe periods presented. Our other receivables primarily consist of funds\nwithheld by well-established insurance companies with high credit\nquality that may be used to cover future settlement of reserved\ninsurance claims. We rely on a limited number of third parties to\nprovide payment processing services (\"ayment service providers\" to\ncollect amounts due from end-users. Payment service providers are\nfinancial institutions or credit card companies that we believe are of\nhigh credit quality. No customers accounted for 10% or more of revenue\nfor the years ended December 31, 2020, 2021 and 2022.\n\n*Certain Significant Risks and Uncertainties*\n\nWe have incurred significant net losses since inception and had an\naccumulated deficit of \\$32.8 billion as of December 31, 2022. Our\noperations have historically been funded t"}, {"title": "uber.txt", "text": "hrough equity and debt\nfinancings. While management currently anticipates that our available\ncash and cash equivalents, and revolving credit facility will be\nsufficient to meet our operational cash needs for at least the next\ntwelve months from the date of issuance of these financial statements,\nadditional capital may need to be raised or additional indebtedness\nincurred to continue to fund the operations and other strategic\ninitiatives. We may not be able to obtain additional financing on\nfavorable terms, if at all, or our ability to incur additional\nindebtedness may be restricted by the terms of our existing debt\ninstruments.\n\n81\n\nIn March 2020, the World Health Organization declared the outbreak of\nCOVID-19 a pandemic. COVID-19 has rapidly impacted market and economic\nconditions globally. In an attempt to limit the spread of the virus,\nvarious governmental restrictions have been implemented, including\nbusiness activities and travel restrictions, and \"helter-at-home\"orders,\nthat have had an adverse impact on our business and operations by\nreducing, in particular, the global demand for Mobility offerings, while\naccelerating the growth of our Delivery offerings. In light of the\nevolving nature of COVID-19 and the uncertainty it continues to produce\naround the world, it is not possible to predict the COVID-19 pandemic'\ncumulative and ultimate impact on our future business operations,\nresults of operations, financial position, liquidity, and cash flows.\nThe extent of the impact of the pandemic on our business and financial\nresults will depend largely on future developments, including: the\nduration of the spread of the outbreak (both globally and within the\nUnited States), including whether there will be further resurgences of\nthe outbreak or variants of the virus; the distribution of vaccines in\nvarious regions; the impact on capital, foreign currencies exchange and\nfinancial markets; governmental or regulatory orders that impact our\nbusiness; and whether the impacts may result in permanent changes to our\nend-users'behavior, all of which are highly uncertain and cannot be\npredicted.\n\n*Cash and Cash Equivalents*\n\nCash and cash equivalents consist of cash held in checking and savings\naccounts as well as investments in money market funds, U.S. government\nand agency securities, commercial paper, corporate bonds, and time\ndeposits. We consider all highly-liquid inv"}, {"title": "uber.txt", "text": "estments purchased with an\noriginal or remaining maturity of three months or less at the date of\npurchase to be cash equivalents. Cash includes amounts collected on\nbehalf of, but not yet remitted to Drivers and Merchants, which are\nincluded in accrued and other current liabilities on the consolidated\nbalance sheets.\n\n*Restricted Cash and Cash Equivalents*\n\nRestricted cash and cash equivalents are pledged as security for letters\nof credit or other collateral amounts established by us for certain\ninsurance policies and also include cash and cash equivalents that are\nunavailable for immediate use due to legal and/or contractual\nrestrictions. Restricted cash and cash equivalents are classified as\ncurrent and non-current assets based on the contractual or estimated\nterm of the remaining restriction. The reconciliation of cash and cash\nequivalents and restricted cash and cash equivalents to amounts\npresented in the consolidated statements of cash flows are as follows\n(in millions):\n\n --------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --As of December 31, \n 2020 2021 2022 \n Cash and cash equivalents \\$ 5,647\u00a0 \\$ 4,295\u00a0 \\$ 4,208\u00a0 \n Restricted cash and cash equivalents - current 250\u00a0 631\u00a0 680\u00a0 \n Restricted cash and cash equivalents - non-current 1,494\u00a0 2,879\u00a0 1,789\u00a0 \n Total cash and cash equivalents, and restrict"}, {"title": "uber.txt", "text": "ed cash and cash equivalents \\$ 7,391\u00a0 \\$ 7,805\u00a0 \\$ 6,677\u00a0 \n --------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --\n\n*Collateral Held by Insurer*\n\nCollateral held by insurer represents funds held by James River Group\ncompanies (\"ames River\". These funds, previously held in a trust\naccount, were withdrawn by James River during the fourth quarter of 2019\nupon notice of cancellation of their insurance policies (primarily auto\ninsurance policies) issued to one of our subsidiaries. The funds served\nas collateral for us and our subsidiary' current and future claim\nsettlement obligations\u00a0nder the indemnification agreements for these\ninsurance policies as included in insurance reserves on the consolidated\nbalance sheet. Accordingly, the amount withdrawn was presented as\ncollateral held by insurer on the consolidated balance sheet.\n\nDuring the third quarter of 2021, in connection with the legacy auto\ninsurance transfer as described below, James River returned funds,\npreviously presented as collateral held by insurer, to the trust account\nwhere the funds were previously held. Accordingly, the funds were\nreclassified from collateral held by insurer to non-current restricted\ncash and cash equivalents on our consolidated balance sheet as of\nDecember\u00a01, 2021.\n\n*Legacy Auto Insurance Transfer*\n\nOn September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive\ninsurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance\nAgreement (the \"PTA\" with James River effective July 1, 2021. Pursuant\nto the LPTA, our captive insurance subsidiary reinsured certain\nautomobile liability insurance risks relating to activity on our\nplatform between 2013 and 2019 in exchange for payment by James River to\nour captive insurance subsidiary of a premium in the amount of \\$345\nmillion (\"remium\". Subsequent to the LPTA, we retain substantially all\nof the liabilities on these policies when taken together with previous\nrisk transfer arrangements. In connection with the LPTA, claims\ncurrently administered by James River will be transferred to a\nthird-party claims administrator for ongoing handling (the \"ransferred\nClaims\" at our expense. The liabilities associ"}, {"title": "uber.txt", "text": "ated with the Transferred\nClaims were re-evaluated as of September 30, 2021, and adverse\ndevelopment was recognized on certain of those liabilities. During the\nthird quarter of 2021, we recognized a \\$103 million charge in our\nconsolidated statement of operations consisting of the difference\nbetween the Premium and the assumed liabilities (including the cost of\nfuture claims administration), expenses associated with the LPTA, and\nthe adverse development on the Transferred Claims.\n\n82\n\n*Accounts Receivable and Allowance for Doubtful Accounts*\n\nAccounts receivable represents uncollected payments from end-users for\ncompleted transactions where (i) the payment method is credit card and\nincludes (a) end-user payments not yet settled with payment service\nproviders, and (b) end-user payments settled by payment service\nproviders but not yet remitted to us, (ii) completed shipments where we\nhave an unconditional right to the consideration from Freight customers\n(\"hippers\" and payment has not been received or (iii) uncollected\npayments from Uber for Business organizations for completed\ntransactions. The timing of settlement of amounts due from these parties\nvaries by region and by product. The portion of the receivable to be\nremitted to Drivers and Merchants is included in accrued and other\ncurrent liabilities. Refer to Note 9 --Supplemental Financial Statement\nInformation for amounts payable to Drivers and Merchants.\n\nAlthough we pre-authorize forms of payment to mitigate our exposure, we\nbear the cost of any accounts receivable losses. We record an allowance\nfor doubtful accounts for accounts receivable that may never settle or\nbe collected, as well as for credit card chargebacks including\nfraudulent credit card transactions. We consider the allowance for\ndoubtful accounts for fare amounts to be direct and incremental costs to\nrevenue earned and, therefore, the costs are primarily included as cost\nof revenue in the consolidated statements of operations. We estimate the\nallowance based on historical experience,\u00a0stimated future payments and\ngeographical trends, which are reviewed periodically and as needed, and\namounts are written off when determined to be uncollectible. Chargebacks\nand credit card losses were \\$178 million, \\$246 million and \\$286\nmillion for the years ended December 31, 2020, 2021 and 2022,\nrespectively.\n\n*Property and Equipment, Net*\n\nProperty and"}, {"title": "uber.txt", "text": "equipment are stated at cost, net of accumulated\ndepreciation and amortization. Depreciation and amortization is computed\nusing the straight\u2011ine method over the estimated useful lives of the\nassets, which are as follows:\n\n --------------------------- -- ------------------------------------------------ -- -- -- -- -- --\n \n Property and Equipment Estimated Useful Life \n Land Indefinite \n Buildings 30-45 years \n Site improvements 5-15 years \n Leased vehicles 3-10 years \n Computer equipment 3-5 years \n Furniture and fixtures 3-5 yearsInternal-use software 2 years \n Leased computer equipment Shorter of estimated useful life or lease term \n Leasehold improvements Shorter of estimated useful life or lease term \n --------------------------- -- ------------------------------------------------ -- -- -- -- -- --\n\nWhen assets are retired or otherwise disposed of, the cost, accumulated\ndepreciation and amortization are removed from the accounts and any\nresulting gain or loss is reflected in the consolidated statements of\noperations in the period realized. Maintenance and repairs that do not\nenhance or extend the asset' useful life are charged to operating\nexpenses as incurred.\n\nWe capitalize certain costs, such as compensation costs, including\nstock-based compensation, and interest incurred on outstanding debt, in\ndeveloping internal-use software once planning has been completed,\nmanagement has authorized and committed project funding, and it is\nprobable that the project will be completed and the software will\nfunction as intended. Amortization of such costs occurs on a\nstraight-line basis over the es"}, {"title": "uber.txt", "text": "timated useful life of the related asset\nand begins once the asset is ready for its intended use. Costs incurred\nprior to meeting these criteria, together with costs incurred for\ntraining and maintenance, are expensed as incurred. In addition, we\ncapitalize interest incurred on outstanding debt during the period of\nconstruction-in-progress of certain assets.\n\n*Leases*\n\nWe account for leases in accordance with Accounting Standards\nCodification (\"SC\" 842, \"eases\"(\"SC 842\". We elected the \"ackage of\npractical expedients,\"which permits us not to reassess under ASC 842 our\nprior conclusions about lease identification, lease classification and\ninitial direct costs. We made a policy election not to separate\nnon-lease components from lease components, therefore, we account for\nlease and non-lease components as a single lease component. We also\nelected the short-term lease recognition exemption for all leases that\nqualify.\n\nWe determine if a contract contains a lease at inception of the\narrangement based on whether we have the right to obtain substantially\nall of the economic benefits from the use of an identified asset and\nwhether we have the right to direct the use of an identified assetin\nexchange for consideration, which relates to an asset which we do not\nown. Right of use (\"OU\" assets represent our right to use an underlying\nasset for the lease term and lease liabilities represent our obligation\nto make lease payments arising from the lease. ROU assets are recognized\nas the lease liability, adjusted for lease incentives received. Lease\nliabilities are recognized at the present value of the future lease\npayments at the lease commencement date. The interest rate used to\ndetermine the present value of the future lease payments is our\nincremental borrowing rate (\"BR\", because the interest rate implicit in\nmost of our leases is not readily determinable. The IBR is a\nhypothetical rate based on our understanding of what our credit rating\nwould be to borrow and resulting interest we would pay to borrow an\namount equal to the lease payments in a similar economic environment\nover the lease term on a\n\n83\n\ncollateralized basis. Lease payments may be fixed or variable; however,\nonly fixed payments or in-substance fixed payments are included in our\nlease liability calculation. Variable lease payments may include costs\nsuch as common area maintenance, utilities, real estate"}, {"title": "uber.txt", "text": "taxes or other\ncosts. Variable lease payments are recognized in operating expenses in\nthe period in which the obligation for those payments are incurred.\n\nOperating leases are included in operating lease ROU assets, operating\nlease liabilities, current and operating lease liabilities, non-current\non our consolidated balance sheets. Finance leases are included in\nproperty and equipment, net, accrued and other current liabilities, and\nother long-term liabilities on our consolidated balance sheets. For\noperating leases, lease expense is recognized on a straight-line basis\nin operations over the lease term. For finance leases, lease expense is\nrecognized as depreciation and interest; depreciation on a straight-line\nbasis over the lease term and interest using the effective interest\nmethod. As of December 31, 2021 and 2022, less than 14% of our operating\nlease ROU assets related to leased assets outside of the U.S.\n\n*Acquisitions*\n\nWe account for acquisitions of entities or asset groups that qualify as\nbusinesses in accordance with ASC 805, \"usiness Combinations\"(\"SC 805\".\nThe purchase price of the acquisition is allocated to the tangible and\nintangible assets acquired and liabilities assumed based on their\nestimated fair values at the acquisition date. The excess of the\npurchase price over those fair values is recorded as goodwill. During\nthe measurement period, which may be up to one year from the acquisition\ndate, we may record adjustments to the assets acquired and liabilities\nassumed with the corresponding offset to goodwill. Upon the conclusion\nof the measurement period or final determination of the values of assets\nacquired or liabilities assumed, whichever comes first, any subsequent\nadjustments are recorded in the consolidated statements of operations.\nRefer to Note 17 --Business Combinations for further information.\n\n*Goodwill*\n\nGoodwill represents the excess of the purchase price over the fair value\nof net assets acquired in a business combination and is allocated to\nreporting units expected to benefit from the business combination. We\ntest goodwill for impairment at least annually, in the fourth quarter,\nor whenever events or changes in circumstances indicate that goodwill\nmight be impaired. We evaluate our reporting units when changes in our\noperating structure occur, and if necessary, reassign goodwill using a\nrelative fair value allocation approach"}, {"title": "uber.txt", "text": ". In testing for goodwill\nimpairment, we first assess qualitative factors to determine whether the\nexistence of events or circumstances leads to a determination that it is\nmore likely than not that the fair value of a reporting unit is less\nthan its carrying amount. If, after assessing the totality of events or\ncircumstances, we determine it is not more likely than not that the fair\nvalue of a reporting unit is less than its carrying amount, then\nadditional impairment testing is not required. However, if we conclude\notherwise, we proceed to the quantitative assessment.\n\nThe quantitative assessment compares the estimated fair value of a\nreporting unit to its book value, including goodwill. If the fair value\nexceeds book value, goodwill is considered not to be impaired and no\nadditional steps are necessary. However, if the book value of a\nreporting unit exceeds its fair value, an impairment loss will be\nrecognized in an amount equal to that excess, limited to the total\namount of goodwill allocated to that reporting unit. Refer to Note 7\n--Goodwill and Intangible Assets for further information.\n\n*Intangible Assets, Net*\n\nIntangible assets are carried at cost and amortized on a straight-line\nbasis over their estimated useful lives, which range from two to 18\nyears. We review definite-lived intangible assets for impairment under\nthe long-lived asset model described in the Evaluation of Long-Lived\nAssets for Impairment section. Refer to Note 7 --Goodwill and Intangible\nAssets for further information.\n\n*Investments*\n\n*Equity Securities*\n\nAccounting for our equity securities varies depending on the\nmarketability of the security and the type of investment. Our marketable\nequity securities in publicly traded companies are measured at fair\nvalue with unrealized gains and losses recognized in the consolidated\nstatements of operations. Certain investments in non-marketable equity\nsecurities are measured at cost, with remeasurements to fair value only\nupon the occurrence of observable price changes in orderly transactions\nfor the identical or similar securities of the same issuer, or in the\nevent of any impairment. We reassess at each reporting period to\ndetermine whether non-marketable equity securities have a readily\ndeterminable fair value, in which case they would no longer be eligible\nfor fair value measurement alternative. Non-marketable equity securities\nthat we el"}, {"title": "uber.txt", "text": "ected to apply the fair value option and equity securities\nwith a readily determinable fair value are measured at fair value on a\nrecurring basis with changes in fair value recognized in the\nconsolidated statements of operations. We evaluate our non-marketable\nequity securities for impairment at each reporting period based on a\nqualitative assessment that considers various potential impairment\nindicators. Impairment indicators might include, but would not\nnecessarily be limited to, a significant deterioration in the earnings\nperformance, credit rating, asset quality, or business prospects of the\ninvestee, a significant adverse change in the regulatory, economic, or\ntechnological environment of the investee, a bona fide offer to\npurchase, an offer by the investee to sell, or a completed auction\nprocess for the same or similar securities for an amount less than the\ncarrying amount of the investments in those securities. If an impairment\nexists, a loss is recognized in the consolidated statements of\noperations for the amount by which the carrying value exceeds the fair\nvalue of the investment. We include investments in equity\n\n84\n\nsecurities within investments on the consolidated balance sheets.\n\n*Debt Securities*\n\nAccounting for our debt securities varies depending on the legal form of\nthe security, our intended holding period for the security, and the\nnature of the transaction. Investments in debt securities are classified\nas available-for-sale and are initially recorded at fair value.\nInvestments in marketable debt securities may include U.S. government\nand agency securities, commercial paper, corporate bonds, and time\ndeposits. Certain investments in non-marketable equity securities with\nredemption, interest, or other debt-like features were classified as\navailable-for-sale debt securities. Subsequent changes in fair value of\navailable-for-sale debt securities are recorded in other comprehensive\nincome (loss), net of tax. We record certain of our debt securities at\nfair value with the changes in fair value recorded in earnings under the\nfair value option of accounting for financial instruments.\n\nAs of December\u00a01, 2022, we considered our marketable debt securities as\navailable for use in current operations, including those with maturity\ndates beyond one year, and therefore classify these securities as\nshort-term investments on the consolidated balance sheet."}, {"title": "uber.txt", "text": "*Allowance for Credit Losses on Available-for-sale Debt Securities*\n\nWe account for credit losses on available-for-sale debt securities in\naccordance with ASC 326, Financial Instruments - Credit Losses (\"SC\n326\". Under ASC 326, at each reporting period, we evaluate our\navailable-for-sale debt securities at the individual security level to\ndetermine whether there is a decline in the fair value below its\namortized cost basis (an impairment). In circumstances where we intend\nto sell, or are more likely than not required to sell, the security\nbefore it recovers its amortized cost basis, the difference between fair\nvalue and amortized cost is recognized as a loss in the consolidated\nstatements of operations, with a corresponding write-down of the\nsecurity' amortized cost. In circumstances where neither condition\nexists, we then evaluate whether a decline is due to credit-related\nfactors. The factors considered in determining whether a credit loss\nexists can include the extent to which fair value is less than the\namortized cost basis, changes in the credit quality of the underlying\nloan obligors, credit ratings actions, as well as other factors. To\ndetermine the portion of a decline infair value that is credit-related,\nwe compare the present value of the expected cash flows of the security\ndiscounted at the security' effective interest rate to the amortized\ncost basis of the security. A credit-related impairment is limited to\nthe difference between fair value and amortized cost, and recognized as\nan allowance for credit loss on the consolidated balance sheet with a\ncorresponding adjustment to net income (loss). Any remaining decline in\nfair value that is non-credit related is recognized in other\ncomprehensive income (loss), net of tax. Improvements in expected cash\nflows due to improvements in credit are recognized through reversal of\nthe credit loss and corresponding reduction in the allowance for credit\nloss.\n\n*Restricted Investments*\n\nAs of December\u00a01, 2022, restricted investments on the consolidated\nbalance sheet are comprised of marketable debt securities that may\ninclude U.S. government and agency securities, commercial paper,\ncorporate bonds, and time deposits, which are held in trust accounts at\nthird-party financial institutions pursuant to certain contracts with\ninsurance providers. Restricted investments are classified as\nnon-current assets as these"}, {"title": "uber.txt", "text": "investments are unavailable for use in\nshort-term operations due to legal and/or contractual restrictions.\n\n*Equity Method Investments*\n\nInvestments in common stock or in-substance common stock of entities\nthat provide us with the ability to exercise significant influence, but\nnot a controlling financial interest, over the investee are accounted\nfor under the equity method of accounting, unless the fair value option\nis elected. Investments accounted for under the equity method are\ninitially recorded at cost. Subsequently, we recognize through the\nconsolidated statements of operations and as an adjustment to the\ninvestment balance, our proportionate share of the investees'net income\nor loss and the amortization of basis differences. We record our share\nof the results of equity method investments one quarter in arrears as\nincome (loss) from equity method investment, net of tax in the\nconsolidated statements of operations. We evaluate each of our equity\nmethod investments at the end of each reporting period to determine\nwhether events or changes in business circumstances indicate that the\ncarrying value of the investment may not be fully recoverable. We\nrecognize in the consolidated statements of operations and as an\nadjustment to the investment balance, any required impairment loss.\nEvidence of a loss in value might include, but would not necessarily be\nlimited to, absence of an ability to recover the carrying amount of the\ninvestment or inability of the investee to sustain an earnings capacity\nthat would justify the carrying amount of the investment. This\nevaluation consists of several qualitative and quantitative factors\nincluding recent financial results and operating trends of the investee;\nimplied values in recent transactions of investee securities; other\npublicly available information that may affect the value of our\ninvestments.\n\n*Evaluation of Long-Lived Assets for Impairment*\n\nWe evaluate our held-and-used long-lived assets for indicators of\npossible impairment when events or changes in circumstances indicate the\ncarrying amount of an asset or asset group (collectively, the \"sset\ngroup\" may not be recoverable. We measure the recoverability of the\nasset group by comparing the carrying amount of such asset groups to the\nfuture undiscounted cash flows it expects the asset group to generate.\nIf we consider the asset group to be impaired, the impairment t"}, {"title": "uber.txt", "text": "o be\nrecognized equals the amount by which the carrying value of the asset\ngroup exceeds its fair value.\n\n85\n\n*Fair Value Measurements and Financial Instruments*\n\nFair value is defined as the price that would be received to sell an\nasset or paid to transfer a liability in an orderly transaction between\nmarket participants at the measurement date. In accordance with ASC 820,\nFair Value Measurement (\"SC 820\", we use the fair value hierarchy, which\nprioritizes the inputs used to measure fair value. The hierarchy, as\ndefined below, gives the highest priority to unadjusted quoted prices in\nactive markets for identical assets or liabilities and the lowest\npriority to unobservable inputs. The three levels of the fair value\nhierarchy are set forth below:\u00a0\u00a0\u00a0\u00a0\n\nLevel\u00a0\u00a0\u00a0\u00a0\u00a0bservable inputs such as quoted prices in active markets for\nidentical assets or liabilities.\n\nLevel\u00a0\u00a0\u00a0\u00a0\u00a0bservable inputs other than Level 1 prices such as quoted\nprices for similar assets or liabilities in active markets, quoted\nprices in markets that are not active or inputs other than the quoted\nprices that are observable either directly or indirectly for the full\nterm of the assets or liabilities.\n\nLevel\u00a0\u00a0\u00a0\u00a0\u00a0nobservableinputs in which there is little or no market data\nand that are significant to the fair value of the assets or liabilities.\n\nOur primary financial instruments include receivables, investments in\ndebt and equity securities, accounts payable, accrued liabilities,\nlong-term debt and warrants. The estimated fair value of marketable debt\nsecurities, accounts receivable, accounts payable and accrued\nliabilities approximates their carrying value due to the short-term\nmaturities of these instruments. Refer to Note 3 --Investments and Fair\nValue Measurement and Note 8 --Long-Term Debt and Revolving Credit\nArrangements for further information.\n\n*Variable Interest Entities*\n\nWe evaluate our ownership, contractual and other interests in entities\nto determine if we have a variable interest in an entity. These\nevaluations are complex, involve judgment, and the use of estimates and\nassumptions based on available historical and prospective information,\namong other factors. If we determine that an entity for which we hold a\ncontractual or ownership interest in is a VIE and that we are the\nprimary beneficiary, we consolidate such entity in the consolidated\nfinancial statements. The primary beneficiar"}, {"title": "uber.txt", "text": "y of a VIE is the party that\nmeets both of the following criteria: (1) has the power to make\ndecisions that most significantly affect the economic performance of the\nVIE; and (2) has the obligation to absorb losses or the right to receive\nbenefits that in either case could potentially be significant to the\nVIE. Periodically, we determine whether any changes in the interest or\nrelationship with the entity impacts the determination of whether we are\nstill the primary beneficiary. If we are not deemed to be the primary\nbeneficiary in a VIE, we account for the investment or other variable\ninterests in a VIE in accordance with applicable GAAP. Refer to Note 15\n--Variable Interest Entities for further information.\n\n*Revenue Recognition*\n\nWe recognize revenue when or as we satisfy our obligations. We derive\nour revenues principally from Drivers'and Merchants'use of our platform,\non-demand lead generation, and related services, including facilitating\npayments from end-users. The service enables Drivers and Merchants to\nseek, receive and fulfill on-demand requests from end-users seeking\nMobility or Delivery services (collectively the \"ber Service\". Beginning\nin 2020, in certain markets we also generate revenue from end-users. We\ncharge a direct fee for use of the platform and in exchange for Mobility\nand Delivery services. Additionally, we derive revenue from customers\\'\nuse of Freight services.\n\nWe periodically reassess our revenue recognition policies as new\nofferings become material, and business models and other factors evolve.\n\n*Mobility and Delivery Agreements*\n\nWe primarily enter into Master Services Agreements (\"SA\" with Drivers\nand Merchants to use the platform. The MSA defines the service fee we\ncharge Drivers and Merchants for each transaction. Upon acceptance of a\ntransaction, Drivers and Merchants agree to perform the services as\nrequested by an end-user. The acceptance of a transaction request\ncombined with the MSA establishes enforceable rights and obligations for\neach transaction. A contract exists between us and the Drivers and\nMerchants after the Drivers and Merchants accept a transaction request\nand the Drivers'and Merchants'ability to cancel the transaction lapses.\n\nThe Uber Service activities are performed to satisfy our sole\nperformance obligation in the transaction, which is to connect Drivers\nand Merchants with end-users to facilitate the comp"}, {"title": "uber.txt", "text": "letion of a\nsuccessful transaction.\n\nIn 2020, we modified our arrangements in certain markets and, as a\nresult, concluded we are responsible for Delivery services to end-users\nin those markets. We have determined that in these transactions,\nMerchants and end-users are our customers and revenue from these\ncontracts shall be recognized separately for each under ASC 606. We\nrecognize Delivery service revenue associated with our performance\nobligation over the contract term, which represents its performance over\nthe period of time the delivery is occurring. We recognized revenue from\nend-users of \\$91 million, \\$710 million, and \\$1.3 billion for the\nyears ended December 31, 2020, 2021 and 2022, respectively, associated\nwith these Delivery transactions. We recognized cost of revenue,\nexclusive of depreciation and amortization of \\$439 million, \\$2.4\nbillion, and \\$3.8 billion for the years ended December 31, 2020, 2021\nand 2022, respectively, associated with these Delivery transactions.\n\n86\n\nIn 2020, we began charging Mobility end-users a fee to use the platform\nin certain markets. In these transactions, in addition to a performance\nobligation to Drivers, we also have a performance obligation to\nend-users, which is to connect end-users to Drivers in the marketplace.\nWe recognize revenue when a trip is complete. We present revenue on a\nnet basis for these transactions, as we do not control the service\nprovided by Drivers to end-users.\n\nIn 2022, we modified our arrangements in certain markets and, as a\nresult, concluded we are responsible for the provision of Mobility\nservices to end-users in those markets. We have determined that in these\ntransactions, end-users are our customers and our sole performance\nobligation in the transaction is to provide transportation services to\nthe end-user. We recognize revenue when a trip is complete. In these\nmarkets where we are responsible for Mobility services, we present\nrevenue from end-users on a gross basis, as we control the service\nprovided by Drivers to end-users, while payments to Drivers in exchange\nfor Mobility services are recognized in cost of revenue, exclusive of\ndepreciation and amortization.\n\nIn all markets aside from the above three scenarios, end-users are not\nour customers as end-users access the platform for free and we have no\nperformance obligation to end-users.\n\n*Principal vs. Agent Considerations*\n\nJudgm"}, {"title": "uber.txt", "text": "ent is required in determining whether we are the principal or\nagent in transactions with Drivers, Merchants and end-users. We evaluate\nthe presentation of revenue on a gross or net basis based on whether we\ncontrol the service provided to the end-user and are the principal (i.e.\n\"ross\", or we arrange for other parties to provide the service to the\nend-user and are an agent (i.e. \"et\". This determination also impacts\nthe presentation of incentives provided to Drivers and Merchants and\ndiscounts and promotions offered to end-users to the extent they are not\ncustomers.\n\nFor the majority of Mobility and Delivery transactions, our role is to\nprovide the Uber Service to Drivers and Merchants to facilitate a\nsuccessful trip or Delivery service to end-users. We concluded we do not\ncontrol the good or service provided by Drivers and Merchants to\nend-users as (i) we do not pre-purchase or otherwise obtain control of\nthe Drivers'and Merchants'goods or services prior to its transfer to the\nend-user; (ii) we do not direct Drivers and Merchants to perform the\nservice on our behalf, and (iii) we do not integrate services provided\nby Drivers and Merchants with our other services and then providethem\nto end-users. As part of our evaluation of control, we review other\nspecific indicators to assist in the principal versus agent conclusions.\nWe are not primarily responsible for Mobility and Delivery services\nprovided to end-users, nor do we have inventory risk related to these\nservices. While we facilitate setting the price for Mobility and\nDelivery services, the Drivers and Merchants and end-users have the\nultimate discretion in accepting the transaction price and this\nindicator alone does not result in us controlling the services provided\nto end-users.\n\nIn the vast majority of transactions with end-users, we act as an agent\nof the Driver or Merchant by connecting end-users seeking Mobility and\nDelivery services with Drivers and Merchants looking to provide these\nservices. Drivers and Merchants are our customers and pay us a service\nfee for each successfully completed transaction with end-users.\nAccordingly, we recognize revenue on a net basis, representing the fee\nwe expect to receive in exchange for us providing the service to Drivers\nand Merchants. In certain markets, we promise Mobility or Delivery\nservices to end-users for a fee and separately subcontract with Drivers\nt"}, {"title": "uber.txt", "text": "o provide the Mobility or Delivery services. In these markets, we are\nthe principal for the services and present the respective Mobility and\nDelivery revenue on a gross basis because we are primarily responsible\nfor the services.\n\n*Mobility*\n\nWe derive our Mobility revenue primarily from service fees paid by\nDrivers for use of the platform and related service to connect with\nRiders and successfully complete a trip via the Platform. We recognize\nrevenue when a trip is complete.\n\nDepending on the market where the trip is completed, the service fee is\neither a fixed percentage of the end-user fare or the difference between\nthe amount paid by an end-user and the amount earned by Drivers. In\nmarkets where we earn the difference between the amount paid by an\nend-user and the amount earned by Drivers, end-users are quoted a fixed\nupfront price for ridesharing services while we pay Drivers based on\nactual time and distance for the ridesharing services provided.\nTherefore, we can earn a variable amount and may realize a loss on the\ntransaction. We typically receive the service fee within a short period\nof time following the completion of a trip.\n\nIn addition, end-users in certain markets have the option to pay cash\nfor trips. On such trips, cash is paid by end-users to Drivers. We\ngenerally collect our service fee from Drivers for these trips by\noffsetting against any other amounts due to Drivers, including Drivers\nincentives, or via online payment methods. As we currently have limited\nmeans to collect our service fee for cash trips and cannot control\nwhether Drivers will generate future amounts owed to them for offset, we\nconcluded collectability of such amounts is not probable until\ncollected. As such, uncollected service fees for cash trips are not\nrecognized in the consolidated financial statements until collected from\nDrivers.\n\nMobility revenue also includes immaterial revenue streams such as our\nfinancial partnerships products.\n\n87\n\n*Delivery*\n\nWe derive our Delivery revenue primarily from service fees paid by\nCouriers and Merchants for use of the platform and related service to\nsuccessfully complete a meal delivery service on the platform. In\ncertain markets, Delivery also includes offerings for grocery, alcohol\nand convenience store delivery as well as select other goods. We\nrecognize revenue when a Delivery transaction is complete.\n\nIn the majority of transa"}, {"title": "uber.txt", "text": "ctions, the service fee paid by Merchants is a\nfixed percentage of the meal price. The service fee paid by Couriers is\nthe difference between the delivery fee amount paid by the end-user and\nthe amount earned by the Couriers. End-users are quoted a fixed price\nfor the meal delivery while we pay Couriers based on time and distance\nfor the delivery. Therefore, we earn a variable amount on a transaction\nand may realize a loss on the transaction. We typically receive the\nservice fee within a short period of time following the completion of a\ndelivery.\n\n*Freight*\n\nWe derive our Freight revenue from freight transportation services\nprovided to Shippers.\n\n*[Brokerage]{.underline}*\n\nBrokerage revenue represents the gross amount of fees charged to\nShippers for our services because we control the service provided to\ncustomers. Costs incurred with carriers for Brokerage are recorded in\ncost of revenue. Shippers contract with us to utilize our network of\nindependent freight carriers to transport freight. We enter into\ncontracts with Shippers that define the price for each shipment and\npayment terms. Our acceptance of the shipment request establishes\nenforceable rights and obligations for each contract. By accepting the\nShipper\\'s order, we have responsibility for transportation of the\nshipment from origin to destination. We enter into separate contracts\nwith independent freight carriers and are responsible for prompt payment\nof freight charges to the carrier regardless of payment by the Shipper.\nWe invoice the Shipper upon satisfaction of our sole performance\nobligation to transport a Shipper' freight using our network of\nindependent freight carriers. We recognize revenue associated with our\nperformance obligation over the contract term, which represents our\nperformance over the period of time a shipment is in transit. While the\ntransit period of our contracts can vary based on origin and\ndestination, contracts still in transit at period end are not material.\nPayment for our services is generally due within 30 to 45 days upon\nreceipt of invoice.\n\n*[Transportation Management]{.underline}*\n\nWe provide an integrated logistics and transportation service, which can\ninclude shipment planning, freight optimization, carrier assignment,\nload management, freight audit and payment processing and other related\ntransportation services. Our sole performance obligation in these\ncontrac"}, {"title": "uber.txt", "text": "ts is the integration of these services to transport the Shipper'\nfreight on a shipment-by-shipment basis. The majority of our\ntransportation management revenue is recognized on a gross basis in the\namount of gross fees charged to Shippers upon satisfaction of our\nperformance obligation because we control the service provided to\ncustomers. Costs incurred with carriers for these transactions are\nrecorded in cost of revenue. In transactions where we do not control the\nservice provided to customers, we recognize revenue on a net basis.\nRevenue is recognized as our performance obligation is satisfied, which\ngenerally represents the transit period from origin to destination by a\nthird-party carrier. While the transit period of our contracts can vary\nbased on origin and destination, contracts still in transit at period\nend are not material. Payment for our services is generally due within\n30 to 60 days upon completion of our performance obligation.\n\n*[Principal vs. Agent Considerations]{.underline}*\n\nJudgment is required in determining whether we are the principal or\nagent in transactions with Shippers. For contracts where we control the\nservice before it is transferred to the Shipper, we are primarily\nresponsible for identifying and directing independent freight carriers\nto transport the Shipper' goods, including having discretion in\nselecting a qualified independent freight carrier that meets the\nShipper' specifications. We also have pricing discretion for the\nprice(s) charged to Shippers and amounts paid to Carriers. Accordingly,\nwe are the principal in these transactions. In certain arrangements, we\ndo not control the service provided to customers as we do not have\nlatitude in carrier selection and establishing rates with the Carrier.\nRevenue is recognized on a net basis for these transactions. Contracts\nwhere we do not control the service before it is transferred to the\nShipper are not material for the years ended December 31, 2020, 2021 and\n2022.\n\n*All Other Revenue*\n\nAll other revenue includes revenue from immaterial sources such as New\nMobility products and Advanced Technologies Group' (\"TG\" collaboration\nrevenue.\n\n*Advertising Revenue*\n\nWe derive the majority of our advertising revenue from sponsored listing\nfees paid by merchants and brands in exchange for advertising on our\nplatform. Advertising revenue is recognized when an end-user engages\nwith the sp"}, {"title": "uber.txt", "text": "onsored listing based on the number of clicks. Revenue is\npresented on a gross basis in the amount billed to merchants and brands\nas we control the advertisement before it is transferred to the\nend-user.\n\n88\n\n*Incentives to Customers*\n\nIncentives provided to customers are recorded as a reduction of revenue\nif we do not receive a distinct good or service or cannot reasonably\nestimate the fair value of the good or service received. Incentives to\ncustomers that are not provided in exchange for a distinct good or\nservice are evaluated as variable consideration, in the most likely\namount to be earned by the customer at the time or as they are earned by\ncustomers, depending on the type of incentive. Since incentives are\nearned over a short period of time, there is limited uncertainty when\nestimating variable consideration.\n\nIncentives earned by customers for referring new customers are paid in\nexchange for a distinct service and are accounted for as customer\nacquisition costs. We expense such referral payments as incurred in\nsales and marketing expenses in the consolidated statements of\noperations. We apply the practical expedient under ASC 340-40-25-4 and\nexpense costs to acquire new customer contracts as incurred because the\namortization period would be one year or less. The amount recorded as an\nexpense is the lesser of the amount of the incentive paid or the\nestablished fair value of the service received. Fair value of the\nservice is established using amounts paid to vendors for similar\nservices. The amounts paid to customers presented as sales and marketing\nexpenses for the years ended December 31, 2020, 2021 and 2022 were\nimmaterial.\n\nIn some transactions, incentives and payments made to customers may\nexceed the revenue earned in the transaction. In these transactions, the\nresulting shortfall amount is recorded as a reduction of revenue.\n\n*End-User Discounts and Promotions*\n\nWe offer discounts and promotions to end-users (that are not our\ncustomers) to encourage use of our platform. These are offered in\nvarious forms of discounts and promotions and include:\n\n*[Targeted end-user discounts and promotions]{.underline}:* These\ndiscounts and promotions are offered to a limited number of end-users in\na market to acquire, re-engage, or generally increase end-users use of\nthe Platform, and are akin to a coupon. An example is an offer providing\na discount on a limite"}, {"title": "uber.txt", "text": "d number of rides or meal deliveries during a\nlimited time period. We record the cost of these discounts and\npromotions to end-users who are not our customers as sales and marketing\nexpenses at the time they are redeemed by the end-user.\n\n*[End-user referrals]{.underline}:* These referrals are earned when an\nexisting end-user (the referring end-user) refers a new end-user (the\nreferred end-user) to the platform and the new end-user who is not our\ncustomer takes their first ride on the platform. These referrals are\ntypically paid in the form of a credit given to the referring end-user.\nThese referrals are offered to attract new end-users to the Platform. We\nrecord the liability for these referrals and corresponding expenses as\nsales and marketing expenses at the time the referral is earned by the\nreferring end-user.\n\n*[Market-wide promotions]{.underline}:* These promotions are pricing\nactions in the form of discounts that reduce the end-user fare charged\nby Drivers and Merchants to end-users who are not our customers for all\nor substantially all Mobility or meal deliveries in a specific market.\nThis also includes any discounts offered under our subscription\nofferings and certain discounts within the Uber Rewards programs, which\nenable End-users to receive a fixed fare or a discount on all eligible\nrides. Accordingly, we record the cost of these promotions as a\nreduction of revenue at the time the transaction is completed.\n\n*Refunds and Credits*\n\nRefunds and credits to end-users due to end-user dissatisfaction with\nthe Platform are recorded as marketing expenses or as a reduction of\nrevenue depending on whether the end-user is considered a customer based\non the market. Refunds to end-users that we recover from Drivers and\nMerchants are recorded as a reduction of revenue.\n\n*Other*\n\nWe have elected to exclude from revenue, taxes assessed by a\ngovernmental authority that are both imposed on and are concurrent with\nspecific revenue producing transactions, and collected from Drivers,\nMerchants and end-users and remitted to governmental authorities.\nAccordingly, such amounts are not included as a component of revenue or\ncost of revenue.\n\n*Practical Expedients*\n\nWe have utilized the practical expedient available under ASC\n606-10-50-14 and do not disclose the value of unsatisfied performance\nobligations for contracts with an original expected length of one year\nor les"}, {"title": "uber.txt", "text": "s. We have no significant financing components in our contracts\nwith customers.\n\n*Stock-Based Compensation*\n\nWe account for stock-based compensation expense in accordance with the\nfair value recognition and measurement provisions of GAAP, which\nrequires compensation cost for the grant-date fair value of stock-based\nawards to be recognized over the requisite service period. We account\nfor\u00a0orfeitures\u00a0hen they occur. The fair value of stock-based awards,\ngranted or modified, is determined on the grant date (or modification or\nacquisition dates, if applicable) at fair value, using appropriate\nvaluation techniques.\n\n*Service-Based Awards*\n\n89\n\nWe record stock-based compensation expense for service-based stock\noptions and restricted stock units (\"SU(s)\" on a straight-line basis\nover the requisite service period, which is generally four years.\n\nFor stock options with service-based vesting conditions only and stock\npurchase rights provided under our employee stock purchase plan, the\nvaluation model, typically the Black-Scholes option-pricing model,\nincorporates various assumptions including expected stock price\nvolatility, expected term and risk-free interest rates. We estimate the\nvolatility of common stock on the date of grant based on the\nweighted-average historical stock price volatility of our own shares or\ncomparable publicly traded companies in our industry group. The\nrisk-free interest rate is based on the U.S. Treasury yield curve in\neffect at the time of grant with a term equal to the expected term. We\nestimate the expected term based on the simplified method for employee\nstock options considered to be \"lain vanilla\"options, as our historical\nshare option exercise experience does not provide a reasonable basis\nupon which to estimate the expected term. We estimate the expected term\nfor non-employees'options based on the contractual term. U.S. The\nexpected dividend yield is 0.0% as we have not paid and do not\nanticipate paying dividends on our common stock.\n\n*Performance-Based Awards*\n\nWe have granted restricted common stock awards (\"SA(s)\", RSUs, stock\nappreciation rights (\"AR(s)\", stock options, and warrants that vest upon\nthe satisfaction of both service-based and performance-based conditions.\nThe service-based condition for these awards generally is satisfied over\nthree or four years. The performance-based conditions generally are\nsatisfied upon achievin"}, {"title": "uber.txt", "text": "g specified performance targets, such as our\nfinancial or operating metrics, and/or the occurrence of a qualifying\nevent, defined as the earlier of (i) the closing of certain specific\nliquidation or change in control transactions, or (ii) an initial public\noffering (\"PO\". We record stock-based compensation expense for\nperformance-based equity awards such as RSAs, RSUs, SARs, and stock\noptions on an accelerated attribution method over the requisite service\nperiod, which is generally three or four years, and only if\nperformance-based conditions are considered probable to be satisfied.\n\nFor performance-based awards and RSUs, we determine the grant-date fair\nvalue to be the fair value of our common stock on the grant date.\n\nFor performance-based SARs, stock options, and warrants, we determine\nthe grant-date fair value utilizing the valuation model as described\nabove for service-based awards.\n\n*Market-Based Awards*\n\nWe have granted RSUs and stock options that vest only upon the\nsatisfaction of all the following conditions: service-based conditions,\nperformance-based conditions, and/or market-based conditions. The\nservice-based condition for these awards generally is satisfied over\nthreeor four years. The performance-based conditions generally are\nsatisfied upon achieving specified performance targets, such as the\noccurrence of a qualifying event, as described above for\nperformance-based awards. The market-based conditions are satisfied upon\nour achievement of specified fully-diluted equity values, as determined\nbased on our stock price.\n\nFor market-based awards, we determine the grant-date fair value\nutilizing a Monte Carlo valuation model, which incorporates various\nassumptions including expected stock price volatility, expected term,\nrisk-free interest rates, expected date of a qualifying event, and\nexpected capital raise percentage. We estimate the volatility of common\nstock on the date of grant based on the weighted-average historical\nstock price volatility of comparable publicly-traded companies in its\nindustry group. We estimate the expected term based on various exercise\nscenarios. The risk-free interest rate is based on the U.S. Treasury\nyield curve in effect at the time of grant. Prior to our IPO in May\n2019, we estimated the expected date of a qualifying event based on\nthird-party valuations of our common stock and estimated the expected\ncapital raise"}, {"title": "uber.txt", "text": "percentage based on management\\'s expectations at the time\nof measurement of the award\\'s value.\n\nWe record stock-based compensation expense for market-based equity\nawards such as RSUs and stock options on an accelerated attribution\nmethod over the requisite service period, and only if performance-based\nconditions are considered probable to be satisfied. We determine the\nrequisite service period by comparing the derived service period to\nachieve the market-based condition and the explicit service-based\nperiod, using the longer of the two service periods as the requisite\nservice period.\n\n*Employee Stock Purchase Plan (\"SPP\"*\n\nWe recognize stock-based expenses related to shares issued pursuant to\nour 2019 ESPP on a straight-line basis over the offering period.\nThe\u00a0SPP\u00a0rovides for twelve-month offering periods, and each offering\nperiod includes two purchase periods of approximately six months. The\nESPP\u00a0llows eligible employees to purchase shares of our common stock at\na\u00a05 percent\u00a0iscount on the lower price of either (i) the offering period\nbegin date or (ii) the purchase date. We estimate the fair value of\nshares to be issued under the\u00a0SPP based on a combination of options\nvalued using the\u00a0lack-Scholes\u00a0ption-pricing model. We determine\nvolatility over an expected term of six months and twelve months based\non our historical volatility. We estimate the expected term based on the\ncontractual term.\n\n*Common Stock Fair Value*\n\nSubsequent to our IPO in May 2019, the fair value of common stock was\ndetermined on the grant date using the closing price of our\u00a0ommon\u00a0tock.\n\n90\n\nPrior to our IPO, the absence of an active market for our common stock\nrequired the Board of Directors, the members of which we believe have\nextensive business, finance and venture capital experience, to determine\nthe fair value of our common stock for purposes of granting stock-based\nawards and for calculating stock-based compensation expense. We obtained\ncontemporaneous third-party valuations to assist the Board of Directors\nin determining fair value. These contemporaneous third-party valuations\nused the methodologies, approaches and assumptions consistent with the\nAmerican Institute of Certified Public Accountants Practice Guide,\n*Valuation of Privately-Held-Company Equity Securities Issued as\nCompensation*.\n\n*Income Taxes*\n\nWe account for income taxes using the asset and liability method, which"}, {"title": "uber.txt", "text": "requires the recognition of deferred tax assets and liabilities for the\nexpected future tax consequences of events that have been recognized in\nour consolidated financial statements.\n\nWe account for uncertainty in tax positions recognized in the\nconsolidated financial statements by recognizing a tax benefit from an\nuncertain tax position when it is more likely than not that the position\nwill be sustained upon examination, including resolutions of any related\nappeals or litigation processes, based on the technical merits. Income\ntax positions must meet a more-likely-than-not recognition threshold at\nthe effective date to be recognized.\n\nWe recognize accrued interest and penalties related to unrecognized tax\nbenefits in the provision for (benefit from) income taxes in the\nconsolidated statements of operations.\n\nValuation allowances are established when necessary to reduce deferred\ntax assets to the amounts that are more-likely-than-not expected to be\nrealized based on the weighting of positive and negative evidence.\nFuture realization of deferred tax assets ultimately depends on the\nexistence of sufficient taxable income of the appropriate character (for\nexample, ordinary income or capital gain) within the carryback or\ncarryforward periods available under the applicable tax law. We\nregularly review the deferred tax assets for recoverability based on\nhistorical taxable income, projected future taxable income, the expected\ntiming of the reversals of existing temporary differences and tax\nplanning strategies. Our judgment regarding future profitability may\nchange due to many factors, including future market conditions and the\nability to successfully execute the business plans and/or tax planning\nstrategies. Should there be a change in the ability to recover deferred\ntax assets, our income tax provision would increase or decrease in the\nperiod in which the assessment is changed. We elected the tax law\nordering approach in assessing the realizability of net operating losses\nexpected to offset future Global Intangible Low-taxed Income (\"ILTI\".\n\nWe have elected to treat any potential GILTI inclusions as a period\ncost.\n\nThe establishment of deferred tax assets from intra-entity transfers of\nintangible assets requires management to make significant estimates and\nassumptions to determine the fair value of such intangible assets.\nSignificant estimates in valuing intangib"}, {"title": "uber.txt", "text": "le assets may include, but are\nnot necessarily limited to, internal revenue and expense forecasts, the\nestimated life of the intangible assets, comparable transaction values,\nand/or discount rates. The discount rates used to discount expected\nfuture cash flows to present value are derived from a weighted-average\ncost of capital analysis and are adjusted to reflect the inherent risks\nrelated to the cash flow. Although we believe the assumptions and\nestimates utilized are reasonable and appropriate, they are based, in\npart, on historical experience, internal and external comparable data\nand are inherently uncertain. Unanticipated events and circumstances may\noccur that could affect either the accuracy or validity of such\nassumptions, estimates or actual results.\n\n*Expenses*\n\nSet forth below is a brief description of the components of our\nexpenses:\n\n*\u2022Cost of revenue, exclusive of depreciation and amortization,*\nprimarily consists of certain insurance costs related to our Mobility\nand Delivery offerings, credit card processing fees, bank fees, data\ncenter and networking expenses, mobile device and service costs, costs\nincurred with Carriers for Uber Freight transportation services, amounts\nrelated to fare chargebacks and other credit card losses as well as\ncosts incurred for certain Mobility and Delivery transactions where we\nare primarily responsible for mobility or delivery services and pay\nDrivers and Couriers for services.\n\n\u2022*Operations and support expenses* primarily consist of compensation\ncosts, including stock-based compensation, for employees that support\noperations in cities, including the general managers, Driver operations,\nplatform user support representatives and community managers. Also\nincluded is the cost of customer support, Driver background checks and\nthe allocation of certain corporate costs.\n\n*\u2022Sales and marketing expenses* primarily consist of compensation costs,\nincluding stock-based compensation to sales and marketing employees,\nadvertising costs, product marketing costs and discounts, loyalty\nprograms, promotions, refunds, and credits provided to end-users who are\nnot customers, and the allocation of certain corporate costs. We expense\nadvertising and other promotional expenditures as incurred. Advertising\nexpenses totaled \\$1.0 billion, \\$1.7 billion and \\$1.7 billion for the\nyears ended December 31, 2020, 2021 and 2022, respectively."}, {"title": "uber.txt", "text": "Discounts,\nloyalty programs, promotions, refunds, and credits provided to end-users\nwho are not customers totaled \\$2.0 billion, \\$2.4 billion, and \\$2.2\nbillion for the years ended December 31, 2020, 2021 and 2022,\nrespectively.\n\n91\n\n*\u2022Research and development expenses* primarily consist of compensation\ncosts, including stock-based compensation, for employees in engineering,\ndesign and product development. Expenses includes ATG and Other\nTechnology Programs development expenses prior to the divestiture of our\nATG business in January 2021, as well as expenses associated with\nongoing improvements to, and maintenance of, existing products and\nservices, and allocation of certain corporate costs.\n\n*\u2022General and administrative expenses* primarily consist of compensation\ncosts, including stock-based compensation, for executive management and\nadministrative employees, including finance and accounting, human\nresources, policy and communications, legal, and certain impairment\ncharges, as well as allocation of certain corporate costs, occupancy,\nand general corporate insurance costs. General and administrative\nexpenses also include certain legal settlements.\n\n*\u2022Depreciation and amortizationexpenses* primarily consist of\ndepreciation on buildings, site improvements, computer and network\nequipment, software, leasehold improvements, furniture and fixtures, and\namortization of intangible assets.\n\n*Restructuring and Related Charges*\n\nCosts associated with management-approved restructuring activities,\nincluding reductions in headcount, exiting a market or consolidation of\nfacilities are recognized when they are incurred and may include\nemployee termination benefits, impairment of long-lived assets\n(including impairment of operating lease right-of-use assets), contract\ntermination costs and accelerated lease cost for right-of-use assets\nthat ceased to be used. We record a liability for employee termination\nbenefits either when it is probable that an employee is entitled to them\nand the amount of the benefits can be reasonably estimated or when\nmanagement has communicated the termination plan to employees and all of\nthe following conditions have been met: management, having the authority\nto approve the action, commits to a plan of termination; the plan\nidentifies the number of employees to be terminated, their job\nclassifications and their locations, and the expected comple"}, {"title": "uber.txt", "text": "tion date;\nthe plan establishes the terms of the benefit arrangement in sufficient\ndetail to enable employees to determine the type and amount of benefits\nthey will receive if they are involuntarily terminated; and actions\nrequired to complete the plan indicate that it is unlikely that\nsignificant changes to the plan will be made or that the plan will be\nwithdrawn. We accrue for costs to terminate contracts other than a lease\nwhen we terminate the contract in accordance with the contract terms.\nCosts that will continue to be incurred for the remaining term of a\ncontract that is not a lease, and provide no economic benefits to us are\nrecognized at the cease-use date. Costs associated with lease contracts\nare accounted for under the leasing accounting guidance or under the\nlong-lived assets accounting guidance.\n\nRestructuring and related charges are recognized as an operating expense\nwithin the consolidated statements of operations and are classified\nbased on our classification policy for each category of operating\nexpense. Personnel costs are classified based on each employee'\nclassification, lease costs (including impairments of right-of-use\nassets) are classified in the same expense line item where each lease'\nrent expense was recognized and impairment of other long-lived assets\nare recorded within general and administrative expenses.\n\n*Foreign Currency*\n\nThe functional currency of our foreign subsidiaries is the local\ncurrency or U.S. dollar depending on the nature of the\nsubsidiaries'activities. Monetary assets and liabilities, and\ntransactions denominated in currencies other than the functional\ncurrency are remeasured to the functional currency at the exchange rate\nin effect at the end of the period and are recorded in the current\nperiod consolidated statement of operations. Gains and losses resulting\nfrom remeasurement are recorded in foreign exchange gains (losses), net\nwithin other income (expense), net in the consolidated statements of\noperations. Subsidiary assets and liabilities with non-U.S. dollar\nfunctional currencies are translated at the month-end rate, retained\nearnings and other equity items are translated at historical rates, and\nrevenues and expenses are translated at average exchange rates during\nthe year. Cumulative translation adjustments are recorded within\naccumulated other comprehensive income (loss), a separate component of\ntotal eq"}, {"title": "uber.txt", "text": "uity (deficit).\n\n*Net Income (Loss) Per Share Attributable to Common Stockholders*\n\nWe compute net income (loss) per share using the two-class method\nrequired for participating securities. The two-class method requires\nincome available to common stockholders for the period to be allocated\nbetween common stock and participating securities based upon their\nrespective rights to receive dividends as if all income for the period\nhad been distributed.\n\nOur restricted common stock, and common stock issued upon early exercise\nof stock options are participating securities. We consider restricted\ncommon stock and any shares issued upon early exercise of stock options,\nsubject to repurchase, to be participating securities because holders of\nsuch shares have non-forfeitable dividend rights in the event a cash\ndividend is declared on common stock.\n\n*Insurance Reserves*\n\nWe use a combination of third-party insurance and self-insurance\nmechanisms, including a wholly-owned captive insurance subsidiary, to\nprovide for the potential liabilities for certain risks, including auto\nliability, uninsured and underinsured motorist, auto physical damage,\ngeneral liability, and workers'compensation. The insurance reserves is\nthe liability for unpaid losses and loss adjustment expenses, which\nrepresents the estimate of the ultimate unpaid obligation for risks\nretained by us and includes an amount for case reserves related to\nreported claims and an amount for losses incurred but not reported as of\nthe balance sheet date. The estimate of the ultimate unpaid obligation\nutilizes generally accepted actuarial methods applied to historical\nclaim and loss experience.\n\n92\n\nIn addition, we use assumptions based on actuarial judgment related to\nclaim and loss development patterns and expected loss costs, which\nconsider frequency trends, severity trends, and relevant industry data.\nThese reserves are continually reviewed and adjusted as experience\ndevelops and new information becomes known. Adjustments, if any,\nrelating to accidents that occurred in prior years are reflected in the\ncurrent year results of operations. Reserve amounts estimated to be\nsettled within one year are recorded in short-term insurance reserves,\nwith longer term settlements recorded in long-term insurance reserves on\nthe consolidated balance sheets.\n\nWhile management believes that the insurance reserve amount is adequate,\nth"}, {"title": "uber.txt", "text": "e ultimate liability may be in excess of, or less than, the amount\nprovided. All estimates of ultimate losses and allocated loss adjustment\nexpenses, and of resulting reserves, are subject to inherent variability\ncaused by the nature of the insurance claim settlement process. Such\nvariability is increased for us due to limited historical experience and\nthe nature of the coverage provided. Actual results depend upon the\noutcome of future contingent events and can be affected by many factors,\nsuch as claims settlement processes and changes in the economic, legal,\nand social environments. As a result, the net amounts that will\nultimately be paid to settle the liability and when these amounts will\nbe paid may vary from the estimate provided on the consolidated balance\nsheets.\n\n*Loss Contingencies*\n\nWe are involved in legal proceedings, claims, and regulatory, indirect\ntax examinations or government inquiries and investigations that may\narise in the ordinary course of business. Certain of these matters\ninclude speculative claims for substantial or indeterminate amounts of\ndamages. We record a liability when we believe that it is both probable\nthat a loss has been incurred and the amountcan be reasonably\nestimated. If we determine that a loss is reasonably possible and the\nloss or range of loss can be reasonably estimated, we disclose the\npossible loss in the consolidated financial statements.\n\nWe review the developments in our contingencies that could affect the\namount of the provisions that have been previously recorded, and the\nmatters and related reasonably possible losses disclosed. We make\nadjustments to our provisions and changes to our disclosures accordingly\nto reflect the impact of negotiations, settlements, rulings, advice of\nlegal counsel, and updated information. Significant judgment is required\nto determine both the probability and the estimated amount of loss.\n\nThe outcomes of litigation, indirect tax examinations and investigations\nare inherently uncertain. Therefore, if one or more of these matters\nwere resolved against us for amounts in excess of management\\'s\nexpectations, our results of operations, financial condition, or cash\nflows, including in a particular reporting period in which any such\noutcome becomes probable and estimable, could be materially adversely\naffected.\n\nWe recognize estimated losses from contingencies that relate to\nproceed"}, {"title": "uber.txt", "text": "ings in which Drivers are the plaintiffs, or proceedings and\nregulatory penalties against Drivers for which we elect to either pay on\nbehalf of or reimburse Drivers, as a reduction of revenue in the\nconsolidated statements of operations. All other estimated losses from\ncontingencies are recognized in general and administrative expenses.\n\nLegal fees and other costs associated with such actions are expensed as\nincurred.\n\n*Recently Adopted Accounting Pronouncements*\n\nIn November 2021, the FASB issued ASU 2021-10, \"overnment Assistance\n(Topic 832): Disclosures by Business Entities about Government\nAssistance,\"which requires disclosures about transactions with a\ngovernment that are accounted for by applying a grant or contribution\naccounting model by analogy. The standard is effective for public\ncompanies for fiscal years beginning after December 15, 2021. Early\nadoption is permitted. We adopted the ASU prospectively on January 1,\n2022. The additional required annual disclosures did not have a material\nimpact on our consolidated financial statements.\n\n*Recently Issued Accounting Pronouncements Not Yet Adopted*\n\nIn October 2021, the FASB issued ASU 2021-08, \"usiness Combinations\n(Topic 805): Accounting for Contract Assets and Contract Liabilities\nfrom Contracts with Customers,\"which requires entities to apply Topic\n606 to recognize and measure contract assets and contract liabilities in\na business combination as if it had originated the contracts. The\nstandard is effective for public companies for fiscal years, and interim\nperiods within those fiscal years, beginning after December 15, 2022.\nEarly adoption is permitted. We will adopt this accounting standard\nupdate on January 1, 2023 and will apply the guidance prospectively for\nfuture acquisitions.\n\nIn June 2022, the FASB issued ASU 2022-03, \"air Value Measurement (Topic\n820): Fair Value Measurement of Equity Securities Subject to Contractual\nSale Restrictions,\"which clarifies that contractual sale restrictions\nare not considered in measuring fair value of equity securities and\nrequires additional disclosures for equity securities subject to\ncontractual sale restrictions. The standard is effective for public\ncompanies for fiscal years beginning after December 15, 2023. Early\nadoption is permitted. This accounting standard update is not expected\nto have a material impact on our consolidated financial statements as"}, {"title": "uber.txt", "text": "the amendments align with our existing policy.\n\nIn September 2022, the FASB issued ASU 2022-04, \"iabilities---upplier\nFinance Programs (Subtopic 405-50): Disclosure of Supplier Finance\nProgram Obligations,\"which requires entities that use supplier finance\nprograms in connection with the purchase of goods and services to\ndisclose sufficient information about the program. The amendments do not\naffect the recognition, measurement\n\n93\n\nor financial statement presentation of obligations covered by supplier\nfinance programs. The standard is effective for public companies for\nfiscal years, and interim periods within those fiscal years, beginning\nafter December 15, 2022, except for the amendment on roll-forward\ninformation, which is effective for fiscal years beginning after\nDecember 15, 2023. Early adoption is permitted. We are currently\nevaluating the impact of this accounting standard update on our\nconsolidated financial statements.\n\nNote 2 --Revenue\n\nThe following tables present our revenues disaggregated by offering and\ngeographical region. Revenue by geographical region is based on where\nthe transaction occurred. This level of disaggregation takes into\nconsideration how the nature,amount, timing, and uncertainty of revenue\nand cash flows are affected by economic factors (in millions):\n\n ---------------------- -- ------------------------- --------- ------ -------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Mobility revenue (1) \\$ 6,089\u00a0 \\$ 6,953\u00a0 \\$ 14,029\u00a0 \n Delivery revenue (1) 3,904\u00a0 8,362\u00a0 10,901\u00a0 \n Freight revenue 1,011\u00a0 2,132\u00a0 6,947\u00a0 \n All Other revenue 135"}, {"title": "uber.txt", "text": "8\u00a0 ---\u00a0 \n Total revenue \\$ 11,139\u00a0 \\$ 17,455\u00a0 \\$ 31,877\u00a0 \n ---------------------- -- ------------------------- --------- ------ -------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n\\(1\\) We offer subscription memberships to end-users including Uber One,\nUber Pass, Rides Pass, and Eats Pass (\"ubscription\". We recognize\nSubscription fees ratably over the life of the pass. We allocate\nSubscription fees earned to Mobility and Delivery revenue on a\nproportional basis, based on usage for each offering during the\nrespective period.\n\n ------------------------------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n United States and Canada (\\\"US&CAN\\\") \\$ 6,611\u00a0 \\$ 10,094\u00a0 \\$ 19,474\u00a0 \n Latin America (\\\"LatAm\\\") 1,295\u00a0 1,417\u00a0 1,978\u00a0 \n Europe, Middle East and Africa (\\\"EMEA\\\") 2,086\u00a0 3,213\u00a0 6,944\u00a0 \n Asia Pacific (\\\"APAC\\\") 1,147\u00a0 2,731\u00a0 3,481\u00a0 \n Total revenue \\$ 11,139\u00a0 \\$ 17,455\u00a0 \\$ 31,877\u00a0 \n ------------------------------------------- -- ------------------------- --------- ------ -------- ----"}, {"title": "uber.txt", "text": "-- --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n*Revenue*\n\n*Mobility Revenue*\n\nWe derive revenue primarily from fees paid by Mobility Drivers for the\nuse of our platform(s) and related services to facilitate and complete\nMobility services and, in certain markets, revenue from fees paid by\nend-users for connection services obtained via the platform. Mobility\nrevenue also includes immaterial revenue streams such as our financial\npartnerships products.\n\nAdditionally, in certain markets where we are responsible for Mobility\nservices, fees charged to end-users are also included in revenue, while\npayments to Drivers in exchange for Mobility services are recognized in\ncost of revenue, exclusive of depreciation and amortization.\n\n*Delivery Revenue*\n\nWe derive revenue for Delivery from Merchants'and Couriers'use of the\nDelivery platform and related service to facilitate and complete\nDelivery transactions.\n\nAdditionally, in certain markets where we are responsible for Delivery\nservices, delivery fees charged to end-users are also included in\nrevenue, while payments to Couriers in exchange for Delivery services\nare recognized in cost of revenue, exclusive of depreciation and\namortization. Delivery also includes advertising revenue from sponsored\nlisting fees paid by Merchants and brands in exchange for advertising\nservices.\n\n*Freight Revenue*\n\nFreight revenue consists of revenue from freight transportation services\nprovided to shippers. During the fourth quarter of 2021, we completed\nthe acquisition of Transplace, and as a result, our Freight revenue now\nalso includes revenue from transportation management. Refer to Note 17\n--Business Combinations for further information on the Transplace\nacquisition.\n\n*All Other Revenue*\n\nPrior to 2022, All Other revenue primarily includes collaboration\nrevenue related to our ATG business and revenue from our New Mobility\nofferings and products.\n\nATG collaboration revenue was within the scope of ASC 808, Collaborative\nArrangements, and related to a three-year joint\n\n94\n\ncollaboration agreement we entered into in 2019. During the first\nquarter of 2021, we completed the sale of Apparate USA LLC (\"pparate\"or\nthe \"TG Business\" to Aurora Innovation, Inc. (\"urora\". Refer to Note 18\n--Divestitures for further information.\n\nNew Mobility offerings and products provided users access to rides\nthrough a variety of modes, inclu"}, {"title": "uber.txt", "text": "ding dockless e-bikes and e-scooters\n(\"ew Mobility\", platform incubator group offerings and other immaterial\nrevenue streams. New Mobility revenue was accounted for as an operating\nlease as defined under ASC 842. After the JUMP divestiture during the\nsecond quarter of 2020, revenue from New Mobility products, including\ndockless e-bikes, was no longer material.\n\n*Contract Balances and Remaining Performance Obligation*\n\nContract liabilities represent consideration collected prior to\nsatisfying our performance obligations. As of December 31, 2022, we had\n\\$133 million of contract liabilities included in accrued and other\ncurrent liabilities as well as other long-term liabilities on the\nconsolidated balance sheet. Revenue recognized from these contracts\nduring 2020, 2021 and 2022 was not material.\n\nOur remaining performance obligation for contracts with an original\nexpected length of greater than one year is expected to be recognized as\nfollows (in millions):\n\n ------------------------- -- --------------------------------- ----- ------------------------ -- ------- ------ -- -- ---- ------ -- -- -- -- -- -- -- -- --Less Than or Equal To 12 Months Greater Than 12 Months Total \n As of December 31, 2022 \\$ 25\u00a0 \\$ 106\u00a0 \\$ 131\u00a0 \n ------------------------- -- --------------------------------- ----- ------------------------ -- ------- ------ -- -- ---- ------ -- -- -- -- -- -- -- -- --\n\nNote 3 --Investments and Fair Value Measurement\n\n*Investments*\n\nOur investments on the consolidated balance sheets consisted of the\nfollowing as of December 31, 2021 and 2022 (in millions):\n\n ---------------------------------------------------- -- -------------------- --------- ------ -------- ---- -------- -- -- -- -- -- -- --\n \n As of December 31,"}, {"title": "uber.txt", "text": "2021 2022 \n Classified as short-term investments: \n *Marketable debt securities* (1)*:* \n U.S. government and agency securities \\$ ---\u00a0 \\$ 44\u00a0 \n Commercial paper ---\u00a0 46\u00a0 \n Corporate bonds ---\u00a0 13\u00a0 \n Short-term investments \\$ ---\u00a0 \\$ 103\u00a0 \n \n Classified as restricted investments:*Marketable debt securities* (1)*:* \n U.S. government and agency securities \\$ ---\u00a0 \\$ 1,614\u00a0 \n \n Restricted investments \\$ ---\u00a0 \\$ 1,614\u00a0 \n \n Classified as investments: \n *Non-marketable equity securities:* \n Didi \\$ ---\u00a0 \\$ 1,802\u00a0 \n Other (2) 315312\u00a0 \n *Marketable equity securities* \n Didi 2,838\u00a0 ---\u00a0 \n Grab 3,821\u00a0 1,726\u00a0 \n Aurora 3,388\u00a0 364\u00a0 \n Other 1,312\u00a0 87\u00a0 \n *Notes receivable from a related party* *(2), (3)* 132\u00a0 110\u00a0 \n Investments \\$ 11,806\u00a0 \\$ 4,401\u00a0 \n ---------------------------------------------------- -- -------------------- --------- ------ -------- ---- -------- -- -- -- -- -- -- --\n\n\\(1\\) Excluding marketable debt securitie"}, {"title": "uber.txt", "text": "s classified as cash\nequivalents and restricted cash equivalents.\n\n\\(2\\) These balances include certain investments recorded at fair value\nwith changes in fair value recorded in earnings due to the election of\nthe fair value option of accounting for financial instruments.\n\n95\n\n\\(3\\) Consists of the Lime Convertible Note. Neutron Holdings, Inc.\n(\"ime\" is considered a related party as a result of our investment in\nLime Common Stock. For further information, see the section titled \"ime\nInvestments\"below and Note 18 --Divestitures.\n\n*Assets and Liabilities Measured at Fair Value on a Recurring Basis*\n\nThe following table presents our financial assets and liabilities\nmeasured at fair value on a recurring basis based on the three-tier fair\nvalue hierarchy (in millions):\n\n --------------------------------------- -- ----------------------------- --------- ------------------------- ------ --------- ------ ------- -- --------- --------- --------- -- --------- --------- ------- -------- ---- -------- ------ -- ---- -------- -- -- ---- ------ -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --As of December 31, 2021 (1) As of December 31, 2022 \n Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total \n Financial AssetsMoney market funds \\$ 3,214\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 3,214\u00a0 \\$ 1,005\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 1,005\u00a0 \n U.S. government and agency securities ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 1,975\u00a0 ---\u00a0 1,975\u00a0 \n Commercial paper ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 76\u00a0 ---\u00a0 76\u00a0 \n Corporate bonds -"}, {"title": "uber.txt", "text": "--\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 ---\u00a0 15\u00a0 ---\u00a0 15\u00a0 \n \n Non-marketable equity securities ---\u00a0 ---\u00a0 32\u00a0 32\u00a0 ---\u00a0 ---\u00a0 3\u00a0 3\u00a0 \n Marketable equity securities 11,359\u00a0 ---\u00a0 ---\u00a0 11,359\u00a0 2,177---\u00a0 ---\u00a0 2,177\u00a0 \n Notes receivable from a related party ---\u00a0 ---\u00a0 132\u00a0 132\u00a0 ---\u00a0 ---\u00a0 110\u00a0 110\u00a0 \n Total financial assets \\$ 14,573\u00a0 \\$ ---\u00a0 \\$ 164\u00a0 \\$ 14,737\u00a0 \\$ 3,182\u00a0 \\$ 2,066\u00a0 \\$ 113\u00a0 \\$ 5,361\u00a0 \n Financial Liabilities \n MLU B.V. Call Option (2) \\$ ---\u00a0 \\$ ---\u00a0 \\$ 193\u00a0 \\$ 193\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 2\u00a0 \\$ 2\u00a0 \n Total financial liabilities \\$ ---\u00a0 \\$ ---\u00a0 \\$ 193\u00a0 \\$ 193\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ 2\u00a0 \\$ 2\u00a0 \n --------------------------------------- -- ----------------------------- --------- ------------------------- ------ --------- ------ ------- -- --------- --------- --------- -- --------- --------- ------- -------- ---- -------- ------ -- ---- -------- -- -- ---- ------ -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n\\(1\\) During the third quarter of 2022, we determined that the balance\nof money market funds as of December 31, 2021, disclosed in our Annual\nReport on Form 10-K for the yea"}, {"title": "uber.txt", "text": "r ended December 31, 2021 filed with the\nSEC on February 24, 2022, was incorrectly disclosed as zero in the fair\nvalue level hierarchy table. There were no impacts to our: balance of\ncash and cash equivalents; restricted cash and cash equivalents;\nrestricted cash and cash equivalents, non-current; financial position;\nliquidity; results of operations; comprehensive loss; cash flows; or the\nchange in equity. We determined this to be an immaterial error. The\nDecember 31, 2021 balance of money market funds in the table above has\nbeen revised to \\$3.2 billion. As of both March 31, 2022 and June 30,\n2022, the money market funds balance in the fair value level hierarchy\ntable should have been \\$3.1 billion. As of December 31, 2022, the\ndecrease in money market funds was primarily driven by reinvesting funds\ninto marketable debt securities and cash deposits.\n\n\\(2\\) For further information, see Note 4 - Equity Method Investments.\n\nThe amortized cost of our debt securities measured at fair value on a\nrecurring basis approximates fair value as of December\u00a01, 2022. We did\nnot record any material unrealized gains or losses, or credit losses as\nof December\u00a01, 2022. The weighted-average remainingmaturity of our debt\nsecurities was less than one year as of December\u00a01, 2022.\n\n*Fair Value Hierarchy*\n\nWe measure our cash equivalents and certain investments at fair value.\nLevel 1 instrument valuations are based on quoted market prices of the\nidentical underlying security. Level 2 instrument valuations are\nobtained from readily available pricing sources for comparable\ninstruments, identical instruments in less active markets, or models\nusing market observable inputs. Level 3 instrument valuations are valued\nbased on unobservable inputs and other estimation techniques due to the\nabsence of quoted market prices, inherent lack of liquidity and the\nlong-term nature of such financial instruments.\n\nOur Level 3 non-marketable equity securities as of December 31, 2021 and\n2022 primarily consist of common stock investments and redeemable\npreferred stock investments in privately held companies without readily\ndeterminable fair values.\n\nDepending on the investee' financing activity in a reporting period,\nmanagement' estimate of fair value may be primarily derived from the\ninvestee' financing transactions, such as the issuance of preferred\nstock to new investors. The price in these transac"}, {"title": "uber.txt", "text": "tions generally\nprovides the best indication of the enterprise value of the investee.\nAdditionally, based on the timing, volume, and other characteristics of\nthe transaction, we may supplement this information by using other\nvaluation techniques, including the guideline public company approach.\nThe guideline public company approach relies on publicly available\nmarket data of comparable companies and uses comparative valuation\nmultiples of the investee' revenue (actual and forecasted), and\ntherefore, unobservable input used in this valuation technique primarily\nconsists of short-term revenue projections.\n\nOnce the fair value of the investee is estimated, an option-pricing\nmodel (\"PM\", a common stock equivalent (\"SE\" method or a hybrid approach\nis employed to allocate value to various classes of securities of the\ninvestee, including the class owned by us. The model involves making\nassumptions around the investees'expected time to liquidity and\nvolatility.\n\n96\n\nAn increase or decrease in any of the unobservable inputs in isolation,\nsuch as the security price in a significant financing transaction of the\ninvestee, could result in a material increase or decrease in our\nestimate of fairvalue. Other unobservable inputs, including short-term\nrevenue projections, time to liquidity, and volatility are less\nsensitive to the valuation in the respective reporting periods, as a\nresult of the primary weighting on the investee' financing transactions.\nIn the future, depending on the weight of evidence and valuation\napproaches used, these or other inputs may have a more significant\nimpact on our estimate of fair value.\n\nWe determine realized gains or losses on the sale of equity and debt\nsecurities on a specific identification method.\n\n*Didi Investment*\n\nOn June 30, 2021, Didi started trading on the New York Stock Exchange.\nAccordingly, our investment in preferred shares of Didi, which was\npreviously accounted for under the measurement alternative on a\nnon-recurring basis, was converted to ordinary shares with a readily\ndeterminable fair value and therefore changed to an investment measured\nat fair value on a recurring basis. As of December\u00a01, 2021, our Didi\ninvestment was classified as a marketable equity security with a readily\ndeterminable fair value (Level 1) in the table presenting our financial\nassets and liabilities measured at fair value on a recurring basis. For\nth"}, {"title": "uber.txt", "text": "e year ended December 31, 2021, we recognized an unrealized loss of\n\\$3.0 billion on this investment in other income (expense), net in our\nconsolidated statements of operations.\n\nAs of December\u00a01, 2022, our Didi investment is classified as a\nnon-marketable equity security and is measured at fair value on a\nnon-recurring basis with a readily available price based on significant\nother observable inputs (Level 2). For further information, see the\nsection titled \"idi Investment\"below.\n\n*Zomato Investment*\n\nIn July 2021, Zomato Media Private Limited (\"omato\", in which we held\npreferred shares that were previously classified as non-marketable\nequity securities and accounted for under the measurement alternative on\na non-recurring basis, completed its IPO in India. Accordingly, our\nZomato investment was converted to ordinary shares upon the completion\nof the IPO and was classified as a marketable equity security with a\nreadily determinable fair value (Level 1) in the table presenting our\nfinancial assets and liabilities measured at fair value on a recurring\nbasis at December\u00a01, 2021. During the year ended December 31, 2021, we\nrecognized an unrealized gain of \\$991 million on this investment in\nother income (expense), net in our consolidated statement of operations.\nAs of December\u00a01, 2021, the carrying value of the investment was \\$1.1\nbillion. Our investment was subject to a lock-up period in which our\nability to sell was restricted until July 2022.\n\nDuring the third quarter of 2022, we completed the sale of \\$418 million\nof our entire stake in Zomato ordinary shares for net proceeds of \\$376\nmillion and recognized an immaterial loss from this transaction in other\nincome (expense), net in our consolidated statement of operations.\n\n*Aurora Investment*\n\nOn January 19, 2021, we completed the sale of our ATG Business to\nAurora. As consideration for the sale of our ATG Business to Aurora, we\nreceived common stock in Aurora. Concurrently, we invested in Aurora'\npreferred stock. For further information, refer to Note 18\n--Divestitures.\n\nWe held one seat on Aurora' board of directors and had the ability to\nhold a second seat, which, along with our common and preferred stock\nownership (our \"urora Investments\" generate significant influence. We\nelected to apply the fair value option to our Aurora common stock and\npreferred stock investments in order to provide consistency o"}, {"title": "uber.txt", "text": "f\naccounting treatment to our Aurora Investments. The Aurora Investments\nare measured at fair value on a recurring basis with changes in fair\nvalue reflected in other income (expense), net, in the consolidated\nstatements of operations.\n\nOn November 3, 2021, Aurora completed its planned special purpose\nacquisition company (\"PAC\" merger with Reinvent Technology Partners Y,\nresulting in Aurora becoming a publicly traded company post combination.\nUpon the completion of the merger, all of our Aurora Investments\nconverted into shares of the newly issued Class A common stock of the\npublicly traded company. In addition, our ownership was significantly\ndiluted and we lost the ability to appoint a second seat on Aurora'\nboard of directors. As a result, we no longer held significant influence\nover Aurora. As of December 31, 2021 and 2022, our Aurora Investment has\nbeen classified as a marketable equity security with a readily\ndeterminable fair value (Level 1) in the table presenting our financial\nassets and liabilities measured at fair value on a recurring basis. We\nrecognized an unrealized gain of \\$1.6 billion and unrealized loss of\n\\$3.0 billion on this investment in other income (expense)"}, {"title": "uber.txt", "text": ", net in our\nconsolidated statements of operations for the years ended December 31,\n2021 and 2022, respectively.\n\n97\n\nSummarized financial information for Aurora for the year ended\nDecember\u00a01, 2021 is as follows (in millions):\n\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| | | | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Results of Operations Data | | Year Ended\\ | | | | | | |\n| | | December 31, 2021 | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Revenue | | \\$ | 83\u00a0 | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Total operating expenses | | 813\u00a0 | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Loss from operations | | \\(731\\) | | | | | | |\n+----------------------------+---+--------------"}, {"title": "uber.txt", "text": "-----+--------+---+---+---+---+---+\n| Net loss | | \\(755\\) | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| | | | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Balance Sheet Data | | As of\\ | | | | | | |\n| | | December 31, 2021 | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Current assets | | \\$ | 1,677\u00a0 | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Total assets | | 3,690\u00a0 | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Current liabilities | | 91\u00a0 | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| Total liabilities | | 348\u00a0 | | | |"}, {"title": "uber.txt", "text": "| | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n| | | | | | | | | |\n+----------------------------+---+-------------------+--------+---+---+---+---+---+\n\n*Grab Investment*\n\nDuring the first quarter of 2020, we determined the fair value of our\navailable-for-sale debt securities in Grab had declined below their\namortized cost based on an analysis of the observed valuation declines\nof Grab' publicly-traded competitive peer group and representative stock\nmarket indices. These observed inputs were considered indicative of\nchanges in the fair value of the Grab securities. Using the analysis, we\ncomputed a downward market adjustment of 10% that was applied to the\nvaluation derived from Grab' latest financing transaction which occurred\nearlier in the first quarter of 2020 and prior to the announcement of\nCOVID-19 as a global pandemic, impacting global demand for Mobility\nservices. As a result, the carrying value of the investment in Grab was\nreduced by \\$230\u00a0illion; \\$57 million reduced the previously recognized\nunrealized gain in other comprehensive income (loss), net of tax, andthe remaining \\$173 million, representing the difference between the\nfair value and amortized cost of the securities, was recognized as an\nallowance for credit loss in the consolidated balance sheet and a\ncorresponding credit-related impairment charge recorded to other income\n(expense), net in the consolidated statement of operations. Due to the\nsignificant uncertainty about Grab' ability to repay the redemption\namount of the securities on the redemption date, the amount expected to\nbe collected was considered to be less than the fair value of the\nsecurities. Therefore, during the first quarter of 2020, the entire\ndecline in fair value below amortized cost was considered to reflect a\ncredit-related impairment charge.\n\nThe fair value of our Grab investment recovered during the third quarter\nof 2020 as determined by referencing an equity financing transaction\nclosed by the investee during that quarter. As a result, we recognized a\nreversal of the previously recorded allowance for credit loss in the\nconsolidated balance sheet and a corresponding reversal of the\ncredit-related impairment charge to other income (expense), net in the\nconsolidated statement of operations.\n\nOn December 1,"}, {"title": "uber.txt", "text": "2021, Grab completed its planned SPAC merger with\nAltimeter Growth Corporation, resulting in Grab becoming a publicly\ntraded company post combination. Upon the completion of the merger, our\ninvestment in Series G preferred shares of Grab, which was previously\naccounted for as an investment in an available-for-sale debt security\ndue to the redemption feature of the shares, converted into the newly\nissued Class A ordinary shares of the publicly traded company. We\nrecorded the fair value of our investment with changes in the fair value\nrecorded in other comprehensive income (loss), net of tax through the\ndate of the conversion. Upon the conversion, we released the\naccumulative pre-tax unrealized gains on the investment of \\$2.8\u00a0illion\nrecorded through other comprehensive income and recognized them as\nunrealized gains in other income (expense), net in our consolidated\nstatement of operations for year ended December 31, 2021. Subsequent to\nthe conversion, we recognized unrealized losses of \\$1.2 billion and\n\\$2.1 billion on the investment in other income (expense), net in our\nconsolidated statements of operations for the years ended December 31,\n2021 and 2022, respectively, for the fair value change of the equity\nsecurity.\n\nAs of December\u00a01, 2022, our Grab investment has been classified as a\nmarketable equity security with a readily determinable fair value\n(Level 1) in the table presenting our financial assets and liabilities\nmeasured at fair value on a recurring basis.\n\n*Lime Investments*\n\nOur ownership in Lime is comprised of Lime Common Stock, Lime 1-C\nPreferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime\nConvertible Note (collectively, the \"020 Lime Investments\". The 2020\nLime Investments were received as part of the transaction by which we\ndivested of our JUMP business. Refer to Note 18 --Divestitures for\nfurther information regarding the JUMP Divestiture and the 2020 Lime\nInvestments. Our investment in Lime Common Stock and representation on\nLime' board of directors gives us the ability to exercise significant\ninfluence over Lime. We elected to apply the fair value option to our\nLime Common Stock investment and therefore we are applying fair value\naccounting to all of the 2020 Lime Investments which provides for\nconsistency of accounting treatment. The 2020 Lime Investments are\nmeasured at fair value on a recurring basis with changes in fair val"}, {"title": "uber.txt", "text": "ue\nreflected in earnings. In December 2021, we contributed an additional\n\\$50 million of cash to Lime in exchange for a second convertible\nsecured note that may be converted into common or preferred stock. The\nfair value of the 2020 Lime Investments as of December 31, 2021 of\n\n98\n\n\\$162 million was determined by referencing a financing transaction and\nused as an input to an OPM. Other key inputs to the OPM were discount\nrates of 22% and 28%, volatility of 70% and time to liquidity of 1.25\nyears.\n\nThe fair value of our Lime investments as of December\u00a01, 2022 of \\$113\nmillion was determined by referencing a financing transaction and used\nas an input to an OPM. Other key inputs to the OPM were discount rates\nof 32% and 38%, volatility of 87% and time to liquidity of 1.50 years.\n\n*Financial Assets and Liabilities Measured at Fair Value Using Level 3\nInputs*\n\nThe following table presents a reconciliation of our financial assets\nand liabilities measured and recorded at fair value on a recurring basis\nas of December 31, 2021 and 2022, using significant unobservable inputs\n(Level 3) (in millions):\n\n\n\n\n\n\n\n\n\n"}, {"title": "uber.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "uber.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Non-marketable
\nDebt Securities

Non-marketable
\nEquity Securities

Notes Receivable

MLU B.V. Call Option

Balance as of December 31, 2020

$

2,341\u00a0

$

52\u00a0

$

83\u00a0

$

\u2014\u00a0

Change in fair value

Included in earnings

\u2014\u00a0

553\u00a0

(1)

(37)

Included in other comprehensive income (loss)

2,724\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Purchases

\u2014\u00a0

1,677\u00a0

50\u00a0

\u2014\u00a0

"}, {"title": "uber.txt", "text": "

Issuance

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

230\u00a0

Transfer to Level 1

(5,065)

(2,250)

\u2014\u00a0

\u2014\u00a0

Balance as of December 31, 2021

\u2014\u00a0

3"}, {"title": "uber.txt", "text": "2\u00a0

132\u00a0

193\u00a0

Change in fair value

Included in earnings

\u2014\u00a0

(29)

(22)

(191)

Included in other comprehensive income (loss)

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Purchases

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Sales

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

\u2014\u00a0

Balance as of December 31, 2022

$

\u2014\u00a0<"}, {"title": "uber.txt", "text": "/p>

$

3\u00a0

$

110\u00a0

$

2\u00a0

\n\nTransfers to Level 1 were due to our strategic investments in Grab and\nAurora that became publicly listed during the year ended December 31,\n2021. As a result, our investments have been classified as marketable\nequity securities with a readily determinable fair value (Level 1) in\nthe table presenting our financial assets and liabilities measured at\nfair value on a recurring basis. For further information, see the\nsection titled \"urora Investment\"and \"rab Investment\"above.\n\nWe did not make any transfers into or out of Level 3 of the fair value\nhierarchy during the year ended December 31, 2022.\n\n*Assets Measured at Fair Value on a Non-Recurring Basis*\n\n*Non-Financial Assets*\n\nOur non-financial assets, such as goodwill, intangible assets and\nproperty and equipment are adjusted to fair value when an impairment\ncharge is recognized. Such fair value measurements are based\npred"}, {"title": "uber.txt", "text": "ominately on Level 3 inputs.\n\n*Non-Marketable Equity Securities*\n\nOur non-marketable equity securities are investments in privately held\ncompanies without readily determinable fair values. The carrying value\nof our non-marketable equity securities are adjusted based on price\nchanges from observable transactions of identical or similar securities\nof the same issuer (referred to as the measurement alternative) or for\nimpairment. Any changes in carrying value are recorded within other\nincome (expense), net in the consolidated statements of operations.\nNon-marketable equity securities are classified within Level 3 in the\nfair value hierarchy because we estimate the fair value of these\nsecurities based on valuation methods, including the CSE and OPM\nmethods, using the transaction price of similar securities issued by the\ninvestee adjusted for contractual rights and obligations of the\nsecurities we hold.\n\nThe following is a summary of unrealized gains and losses from\nremeasurement (referred to as upward or downward adjustments) recorded\nin other income (expense), net in the consolidated statements of\noperations, and included as adjustments to the carrying value of\nnon-marketable equity securities held during the years ended December\n31, 2020, 2021 and 2022 based on the observable price in\n\n99\n\nan orderly transaction for the same or similar security of the same\nissuers (in millions):\n\n ------------------------------------------------------------------- -- ------------------------- --------- ------ ------ ------ ----- --------- -- ---- -------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Upward adjustments \\$ ---\u00a0 \\$ 71\u00a0 \\$ 1,046\u00a0 \n Downward adjustments (including impairment)"}, {"title": "uber.txt", "text": "(1,690) ---\u00a0 \\(641\\) \n Total unrealized gain (loss) for non-marketable equity securities \\$ (1,690) \\$ 71\u00a0 \\$ 405\u00a0 \n ------------------------------------------------------------------- -- ------------------------- --------- ------ ------ ------ ----- --------- -- ---- -------- -- -- -- -- -- -- -- -- --\n\nWe evaluate our non-marketable equity securities for impairment at each\nreporting period based on a qualitative assessment that considers\nvarious potential impairment indicators. This evaluation consists of\nseveral factors including, but not limited to, an assessment of a\nsignificant adverse change in the economic environment, significant\nadverse changes in the general market condition of the geographies and\nindustries in which our investees operate, and other publicly available\ninformation that affect the value of our non-marketable equity\nsecurities. As a result of the deterioration in economic and market\nconditions arising from COVID-19, we determined an impairment indicator\nexisted as of March 31, 2020 and the fair value of certain investments,\nprimarily our investment in Didi, was less than their carrying value.\n\n*Didi Investment*\n\nTo determine the fair value of our investment in Didi as of March 31,\n2020, we utilized a hybrid approach, incorporating a CSE method along\nwith an OPM, weighted at 80% and 20%, respectively. The following table\nsummarizes information about the significant unobservable inputs used in\nthe valuation for our investment in Didi as of March 31, 2020:\n\n ------------------- -- ----------------------------- -- ----------- -- -- -- -- -- -- -- -- -- --\n \n Fair value method Key unobservable input \n CSE Market adjustment (20)% \n \n OPM Volatility 39% \n Estimated time to liquidity 2.0 years"}, {"title": "uber.txt", "text": "Market adjustment (40)% \n ------------------- -- ----------------------------- -- ----------- -- -- -- -- -- -- -- -- -- --\n\nAs a result of the valuation performed, we recorded an impairment charge\nof \\$1.7 billion in other income (expense), net in our consolidated\nstatement of operations during the first quarter of 2020. There was no\nremeasurement event for our investment in Didi that occurred during the\nremainder of 2020.\n\nDuring the first quarter of 2021, we completed the sale of \\$500 million\nof our Didi shares and realized immaterial gains from this transaction.\nIn addition, we recorded unrealized gains of \\$71 million from\nremeasurement of the carrying value of the remaining Didi shares under\nthe measurement alternative during the three months ended March 31,\n2021.\n\nIn the second quarter of 2022, Didi completed their delisting from the\nNew York Stock Exchange (\"YSE Delisting\". We concluded the ordinary\nshares held by us did not have a readily determinable fair value and\nshould be accounted for under the measurement alternative method. As of\nDecember\u00a01, 2022, Didi American Depositary Shares (\"DS\" continue tobe\ntraded in the over-the-counter (\"TC\" market. We determined that the Didi\nADS were similar to the ordinary shares held prior to the NYSE\nDelisting. We then measured the investment to fair value based on the\nclosing share price of the Didi ADS on the OTC market on December\u00a01,\n2022 as an observable transaction for similar securities. For the year\nended December 31, 2022, we recognized an unrealized loss of \\$1.0\nbillion on this investment in other income (expense), net in our\nconsolidated statement of operations.\n\nWe did not record any realized gains or losses for our non-marketable\nequity securities measured at fair value on a non-recurring basis during\nthe years ended December 31, 2020 and 2022.\n\nThe following table summarizes the total carrying value of our\nnon-marketable equity securities measured at fair value on a\nnon-recurring basis held, including cumulative unrealized upward and\ndownward adjustments made to the initial cost basis of the securities\n(in millions):\n\n ----------------------------------------------- -- -------------------- ------ ------ --------- ---- -------- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "As of December 31, \n 2021 2022 \n Initial cost basis \\$ 279\u00a0 \\$ 1,700\u00a0 \n Upward adjustments 4\u00a0 1,052\u00a0 \n Downward adjustments (including impairment) ---\u00a0 \\(641\\) \n Total carrying value at the end of the period \\$ 283\u00a0 \\$ 2,111\u00a0 \n ----------------------------------------------- -- -------------------- ------ ------ --------- ---- -------- -- -- -- -- -- -- --\n\n100\n\nNote 4 - Equity Method Investments\n\nThe carrying value of our equity method investments were as follows (in\nmillions):\n\n --------------------------- -- -------------------- ------ ------ ----- ---- ------ -- -- -- -- -- ----\n \n As of December 31, \n 2021 2022 \n MLU B.V. \\$ 751\u00a0 \\$ 816\u00a0 \n Mission Bay 3 & 4 38\u00a0 34\u00a0 \n Other 11\u00a0 20\u00a0 \n Equity method investments \\$ 800\u00a0 \\$ 870\u00a0 \n --------------------------- -- -------------------- ------ ------ ----- ---- ------ -- -- -- -- -- -- --\n\n*MLU B.V. Investment*\n\nDuring 2018, we closed a transaction that contributed the net assets of\nour Uber Russia/CIS operations into a newly formed private limited\nliability company (\"LU B.V.\"or \"andex.Taxi joint venture\", with Yandex\nand us holding ownership interests in MLU B.V. In exchange for\nconsideration contributed, we received a seat on MLU B.V."}, {"title": "uber.txt", "text": "' board and an\ninitial 38% equity ownership interest consisting of common stock in MLU\nB.V. The investment was determined to be an equity method investment due\nto our ability to exercise significant influence over MLU B.V. As of\nDecember 31, 2021 and 2022, our equity ownership interest in MLU B.V.\nwas 29% on a fully-diluted basis.\n\nWe review for impairment whenever factors indicate that the carrying\nvalue of the equity method investment may not be recoverable. During the\nfirst quarter of 2022, we determined that our investment in MLU B.V. was\nother-than-temporarily impaired, and recorded an impairment charge of\n\\$182 million in other income (expense), net in the consolidated\nstatement of operations. The impairment was primarily due to consensus\nprojections of a protracted recession of the Russian economy as a result\nof Russia\\'s invasion of Ukraine. To determine the fair value of our\ninvestment in MLU B.V., we utilized a market approach referencing\nrevenue multiples from publicly traded peer companies.\n\n*2021*\n\nOn August 30, 2021, we entered into an agreement with Yandex (the\n\"ramework Agreement\" to restructure our joint ventures, MLU B.V. and\nYandex Self Driving Group B.V. (\"DG\" a"}, {"title": "uber.txt", "text": "nd we would sell to Yandex (i) our\n4.5% equity interest in MLU B.V. and (ii) our entire equity interest in\nSDG (the \"nitial Closing\". Subsequent to the Initial Closing, Yandex\nspun-off, by way of demerger from MLU B.V., its delivery businesses:\nYandex.Eats, Yandex.Lavka and Yandex.Delivery (collectively, \"emerged\nBusinesses\". Immediately following the demerger, Yandex acquired all of\nour equity interest in the Demerged Businesses (\"emerger Share Closing\".\nIn connection with the Framework Agreement, we granted Yandex an option\n(\"LU B.V. Call Option\" to acquire our remaining equity interest in MLU\nB.V. during the two-year period following the Initial Closing. The total\nconsideration paid by Yandex to us for the transaction was \\$1.0 billion\nin cash allocated as follows: (i) \\$276 million for our 4.5% of equity\ninterest in MLU B.V.; (ii) \\$412 million for our equity interest in the\nDemerged Businesses; (iii) \\$230 million for the MLU B.V. Call Option;\nand (iv) the remaining immaterial amounts to our interest in SDG.\n\n*[Initial Closing]{.underline}*\n\nDuring the third quarter of 2021 and pursuant to the Framework\nAgreement, we completed the sale of our entire equity interest in SDG\nand"}, {"title": "uber.txt", "text": "4.5% of equity interest in MLU B.V. to Yandex. At the initial\nclosing, we derecognized 4.5% of equity interest in MLU B.V. and\nrecognized a gain of \\$106 million in other income (expense), net on our\nconsolidated statement of operations. The consideration allocated and\ngains recognized for the sale of our entire equity interest in SDG were\nnot material.\n\n*[Demerger Share Closing]{.underline}*\n\nDuring the fourth quarter of 2021 and pursuant to the Framework\nAgreement, MLU B.V. completed the spin-off of the Demerger Businesses\nand Yandex acquired all of our equity interest in the Demerged\nBusinesses. As a result, we derecognized our entire equity interest in\nthe Demerged Businesses and recognized a gain of \\$242 million in other\nincome (expense), net in our consolidated statement of operations.\n\n*MLU B.V. Basis Difference*\n\nIncluded in the carrying value of MLU B.V. is the basis difference, net\nof amortization, between the original cost of the investment and our\nproportionate share of the net assets of MLU B.V. The carrying value of\nthe equity method investment is primarily adjusted for our share in the\nincome or losses of MLU B.V. on a one-quarter lag basis and amortization\nof basisdifferences. Equity method goodwill and intangible assets, net\nof accumulated amortization are also adjusted for currency translation\nadjustments representing fluctuations between the functional currency of\nthe investee and the U.S. Dollar.\n\n101\n\nThe table below provides the composition of the basis difference (in\nmillions):\n\n ---------------------------------------------------- -- ------------------------- ------ -- -- -- -- --\n \n As of December 31, 2022 \n Equity method goodwill \\$ 320\u00a0 \n Intangible assets, net of accumulated amortization 31\u00a0 \n Deferred tax liabilities \\(8\\) \n Cumulative currency translation adjustments 7\u00a0 \n Basis difference \\$ 350\u00a0 \n -----------------------------------"}, {"title": "uber.txt", "text": "----------------- -- ------------------------- ------ -- -- -- -- --\n\nWe amortize the basis difference related to the intangible assets over\nthe estimated useful lives of the assets that gave rise to the\ndifference using the straight-line method. The weighted-average life of\nthe intangible assets is approximately 3.3 years and 3.0 years as of\nDecember 31, 2021 and 2022, respectively. Equity method goodwill is not\namortized.\n\n*MLU B.V. Call Option*\n\nThe MLU B.V. Call Option is recorded as a liability in accrued and other\ncurrent liabilities on our consolidated balance sheets, initially valued\nat \\$230 million and measured at fair value on a recurring basis with\nchanges in fair value recorded in other income (expense), net in the\nconsolidated statements of operations. As of December 31, 2022, the\nexercise price of the MLU B.V. Call Option is approximately \\$1.9\nbillion, subject to certain adjustments based on the timing of the\noption exercise.\n\nAs of December 31, 2021, the fair value of the MLU B.V. Call Option was\n\\$193 million, including the recognition of an immaterial gain for the\nfair value change during the year ended December 31, 2021. To determine\nthe fair value of the MLU B.V. Call Option as of December 31, 2021, we\nused a lattice model which simulated multiple scenarios of the exercise\nbehaviors and the corresponding strike prices over the term of the call\noption. Key inputs to the lattice model were underlying business value,\noption term of 1.7 years, volatility of 50%, risk-free interest rates,\nand strike price (Level 3).\n\nAs of December 31, 2022, the fair value of the MLU B.V. Call Option was\n\\$2 million. We recorded a \\$191 million net gain for the fair value\nchange during the year ended December 31, 2022. To determine the fair\nvalue of the MLU B.V. Call Option as of December 31, 2022, we used a\nlattice model which simulated multiple scenarios of the exercise\nbehaviors and the corresponding strike prices over the term of the call\noption. Key inputs to the lattice model were: the underlying business\nvalue; option term of 0.7 years; volatility of 65%; risk-free interest\nrates; and strike price (Level 3).\n\n*Mission Bay 3 & 4*\n\nThe Mission Bay 3 & 4 JV refers to Event Center Office Partners, LLC\n(\"COP\", a joint venture entity established in 2018, by Uber and two\ncompanies (\"LC Partners\" to manage the construction and operation of two\noffice buildings"}, {"title": "uber.txt", "text": "owned by two ECOP wholly-owned subsidiaries. We\ncontributed \\$136 million cash in exchange for a 45% interest in ECOP.\nThe two LLC Partners own 45% and 10%, respectively. The equity ownership\ninterest in ECOP remained at 45% as of December 31, 2021 and 2022.\n\nIn March 2020, the two ECOP wholly-owned subsidiaries took out new\nloans. Upon closing of the new financing, the proceeds were used to\nfirst pay off the existing construction loan, then to cover the required\noperation reserve as well as various financing costs, and last, the\nremaining proceeds were distributed back to Uber and the LLC Partners\nbased on their ownership percentage. As a result, Uber received \\$91\nmillion from the ECOP as a return of capital investment, and reduced the\ninvestment carrying value by the same amount.\n\nWe have significant influence over ECOP and we account for our\ninvestment in ECOP under the equity method. At each reporting period and\na quarter in arrears, we adjust the carrying value of our investment to\nreflect our proportionate share of ECOP' income or loss, and any\nimpairments, with a corresponding credit or debit, respectively, to\nincome or loss from equity method investment, net of tax in theconsolidated statements of operations. During 2019, the construction was\ncompleted and leasing activities commenced, During 2020, 2021 and 2022\nan immaterial amounts of equity earnings were recognized. During 2021\nand 2022, we incurred immaterial amounts of lease payments with ECOP,\nwhich is a related party. As of December 31, 2021 and 2022, we\ndetermined that there were no impairments of our investment in ECOP.\n\nNote 5 --Property and Equipment, Net\n\n102\n\nThe components of property and equipment, net were as follows (in\nmillions):\n\n ------------------------------------------------- -- -------------------- -------- ------ --------- ---- -------- -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 \n Land \\$ 65\u00a0 \\$ 65"}, {"title": "uber.txt", "text": "Building and site improvements 737\u00a0 739\u00a0 \n Leasehold improvements 594\u00a0 609\u00a0 \n Computer equipment 468\u00a0 529\u00a0 \n Leased computer equipment 650\u00a0 712\u00a0 \n Leased vehicles 7\u00a0 11\u00a0 \n Internal-use software 258\u00a0 389\u00a0 \n Furniture and fixtures 99\u00a0 94\u00a0 \n Construction in progress 157\u00a0 219\u00a0 \n Total 3,035\u00a0 3,367Less: Accumulated depreciation and amortization (1,182) (1,285) \n Property and equipment, net \\$ 1,853\u00a0 \\$ 2,082\u00a0 \n ------------------------------------------------- -- -------------------- -------- ------ --------- ---- -------- -- -- -- -- -- -- --\n\nAmounts in construction in progress represent buildings, leasehold\nimprovements, assets under construction, and other assets not placed in\nservice.\n\nDepreciation expense relating to property and equipment was \\$364\nmillion, \\$393 million, and \\$346 million for the years ended December\n31, 2020, 2021 and 2022, respectively. Included in these amounts were\ndepreciation expense for leased computer equipment in the amount of\n\\$198 million, \\$217 million, and \\$186 million for the years ended\nDecember 31, 2020, 2021 and 2022, respectively. Accumulated depreciation\nand amortization included \\$390 million and \\$305 million of leased\ncomputer equipment depreciation as of December 31, 2021 and 2022,\nrespectively.\n\nAmortization of capitalized software developmen"}, {"title": "uber.txt", "text": "t costs was not material\nfor the years ended December 31, 2020, 2021 and 2022.\n\nNote 6 - Leases\u00a0\u00a0\u00a0\u00a0\n\nOur leases primarily include corporate offices, data centers, and\nservers. The lease term of operating and finance leases vary from less\nthan a year to 76 years. We have leases that include one or more options\nto extend the lease term for up to 14 years as well as options to\nterminate the lease within one year. Our lease terms may include options\nto extend or terminate the lease when it is reasonably certain that we\nwill exercise such options. Our lease agreements generally do not\ncontain any residual value guarantees or restrictive covenants.\n\nThe components of our lease expense were as follows (in millions):\n\n ------------------------------------ -- ------------------------- ------ ------ ------- ------ ------ -------- -- ---- ------ -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n Lease cost \n Finance lease cost: \n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0mortization of assets \\$ 199\u00a0 \\$ 217\u00a0 \\$ 186\u00a0 \n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0nterest of lease liabilities 16\u00a0 12\u00a0 13\u00a0 \n Operating lease cost (1) 482\u00a0 299\u00a0 304\u00a0 \n Short-term lease cost 17\u00a0 7\u00a0 7\u00a0 \n Variable lease cost 109\u00a0 96\u00a0 142"}, {"title": "uber.txt", "text": "Sublease income \\(2\\) \\(5\\) \\(17\\) \n Total lease cost \\$ 821\u00a0 \\$ 626\u00a0 \\$ 635\u00a0 \n ------------------------------------ -- ------------------------- ------ ------ ------- ------ ------ -------- -- ---- ------ -- -- -- -- -- -- -- -- --\n\n103\n\n\\(1\\) We exited certain leased offices, primarily due to the City of San\nFrancisco' extended shelter-in-place orders and our restructuring\nactivities, resulting in accelerated lease cost of \\$118\u00a0illion for the\nyear ended December 31, 2020.\n\nSupplemental cash flow information related to leases was as follows (in\nmillions):\n\n ------------------------------------------------------------------------- -- ------------------------- ------ ------ ------ ------ ------ ------ -- ---- ------ -- -- -- -- -- -- -- -- --Year Ended December 31, \n 2020 2021 2022 \n Other information \n Cash paid for amounts included in the measurement of lease liabilities: \n Operating cash flows from financing leases \\$ 14\u00a0 \\$ 11\u00a0 \\$ 13\u00a0 \n Operating cash flows from operating leases 250\u00a0 297\u00a0 339\u00a0 \n Financing cash flows from financing leases 224226\u00a0 184\u00a0 \n Right-of-use assets obtained in exchange for lease obligations: \n Operating lease liabilities \\$ 202\u00a0 \\$ 273\u00a0 \\$ 329\u00a0 \n Finance lease liabilities 196\u00a0 184\u00a0 349\u00a0 \n ------------------------------------------------------------------------- -- ------------------------- ------ ------ ------ ------ ------ ------ -- ---- ------ -- -- -- -- -- -- -- -- --\n\nSupplemental balance sheet information related to leases was as follows\n(in millions, except lease term and discount rate):\n\n ------------------------------------------ -- -------------------- -------- ---------- --------- ---- -------- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "As of December 31, \n 2021 2022 \n Operating Leases \n Operating lease right-of-use assets \\$ 1,388\u00a0 \\$ 1,449\u00a0 \n Operating lease liability, current \\$ 185\u00a0 \\$ 201\u00a0 \n Operating lease liabilities, non-current 1,644\u00a0 1,673\u00a0 \n \u00a0\u00a0\u00a0\u00a0\u00a0otal operating lease liabilities \\$ 1,829\u00a0 \\$ 1,874\u00a0 \n \n As of December 31,2021 2022 \n Finance Leases \n Property and equipment, at cost \\$ 650\u00a0 \\$ 712\u00a0 \n Accumulated depreciation \\(390\\) \\(305\\) \n \u00a0\u00a0\u00a0\u00a0\u00a0Property and equipment, net \\$ 260\u00a0 \\$ 407\u00a0 \n Other current liabilities \\$ 191\u00a0 \\$ 115\u00a0 \n Other long-term liabilities 43\u00a0 284\u00a0 \n \u00a0\u00a0\u00a0\u00a0\u00a0otal finance leases liabilities \\$ 234\u00a0 \\$ 399As of December 31, \n 2021 2022 \n Weighted-average remaining lease term \n \u00a0\u00a0\u00a0\u00a0\u00a0perating leases 15 years 15 years \n \u00a0\u00a0\u00a0\u00a0\u00a0inance leases 2 years 3 years \n Weighted-average discount rate \n \u00a0\u00a0\u00a0\u00a0\u00a0perating leases 6.7\u00a0 \\% 6.6\u00a0 \\% \n \u00a0\u00a0\u00a0\u00a0\u00a0inance leases 4.2\u00a0 \\% 5.7\u00a0 \\% \n ------------------------------------------ -- -------------------- -------- ---------- --------- ---- -------- -- -- -- -- -- -- --\n\n104\n\nMat"}, {"title": "uber.txt", "text": "urities of lease liabilities were as follows (in millions):\n\n ----------------------------------- -- ------------------------- -------- ---------------- -------- ---- ------ -- -- -- -- -- -- --\n \n As of December 31, 2022 \n Operating Leases Finance Leases \n 2023 \\$ 266\u00a0 \\$ 135\u00a0 \n 2024 314\u00a0 134\u00a0 \n 2025 262\u00a0 105\u00a0 \n 2026 228\u00a0 68\u00a0 \n 2027 215---\u00a0 \n Thereafter 2,073\u00a0 ---\u00a0 \n Total undiscounted lease payments 3,358\u00a0 442\u00a0 \n Less: imputed interest (1,484) \\(43\\) \n Total lease liabilities \\$ 1,874\u00a0 \\$ 399\u00a0 \n ----------------------------------- -- ------------------------- -------- ---------------- -------- ---- ------ -- -- -- -- -- -- --\n\nAs of December\u00a01, 2022, we had additional operating leases, primarily\nfor corporate offices, that have not yet commenced of \\$193 million.\nThese operating leases will commence in fiscal year 2023 with lease\nterms of 5 years to\u00a00 years.\n\n*Mission Bay 1 & 2*\n\nIn 2015, we entered into a joint venture (\"V\" agreement with a real\nestate developer (\"V Partner\" to develop land (\"he Land\" in San\nFrancisco to construct our new headquarters (the \"eadquarters\". The\nHeadquarters c"}, {"title": "uber.txt", "text": "onsists of two adjacent office buildings totaling\napproximately 423,000 rentable square feet. In connection with the JV\narrangement, we acquired a 49% interest in the JV, the principal asset\nof which was the Land.\n\nIn 2016, we and the JV Partner agreed to dissolve the JV and terminate\nour commitment to the lease of the Headquarters (together \"he real\nestate transaction\" and we retained a 49% indirect interest in the Land\n(\"ndirect Interest\". Under the terms of the real estate transaction, we\nobtained the rights and title to the partially constructed building,\ncompleted the development of the two office buildings and retained a\n100% ownership in the buildings. In connection with the real estate\ntransaction, we also executed two 75-year land lease agreements (\"and\nLeases\". As of December\u00a01, 2022, commitments under the Land Leases total\n\\$128 million until February 2032. After 2032, the annual rent amount\nwill adjust annually based on the prevailing consumer price index.\n\nThe real estate transaction is accounted for as a financing transaction\nof our 49% Indirect Interest due to our continuing involvement through a\npurchase option on the Indirect Interest. As a financing transaction,\nthe cash and deferred sales proceeds received from the real estate\ntransaction are recorded as a financing obligation. As of December\u00a01,\n2022, our Indirect Interest of \\$65 million is included in property and\nequipment, net and a corresponding financing obligation of \\$76 million\nis included in other long-term liabilities. Future land lease payments\nof \\$1.7 billion is allocated 49% to the financing obligation of the\nIndirect Interest and 51% to the operating lease of land.\n\nFuture minimum payments related to the financing obligations as of\nDecember\u00a01, 2022 are summarized below (in millions):\n\n --------------------------------- -- ------------------------- ------ -- -- -- -- --\n \n Future Minimum Payments \n Fiscal Year Ending December 31, \n 2023 \\$ 6\u00a0 \n 2024 6\u00a0 \n 2025 7\u00a0 \n 2"}, {"title": "uber.txt", "text": "026 7\u00a0 \n 2027 7\u00a0 \n Thereafter 806\u00a0 \n Total \\$ 839\u00a0 \n --------------------------------- -- ------------------------- ------ -- -- -- -- --\n\nNote 7 --Goodwill and Intangible Assets\n\n*Goodwill*\n\nDuring the year ended December 31, 2021, we completed the acquisition of\nThe Drizly Group, Inc. (\"rizly\" and Transplace. The acquisitions were\naccounted for as business combinations, resulting in the recognition of\n\\$619 million and \\$1.4 billion in goodwill in our Delivery segment and\nFreight segment, respectively, as well as \\$1.3 billion in intangible\nassets.\n\nRefer to Note 17 --Business Combinations for further information on our\nacquisitions.\n\n105\n\nThe following table presents the changes in the carrying value of\ngoodwill by segment (in millions):\n\n ----------------------------------------- -- ---------- -------- ---------- -------- --------- -------- ---------------- -- ---- --------- -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- --\n \n Mobility Delivery Freight Total Goodwill \n Balance as of January 1, 2021 \\$ 2,562\u00a0 \\$ 3,547\u00a0 \\$ ---\u00a0 \\$ 6,109\u00a0 \n Acquisitions 127\u00a0 672\u00a0 1,438\u00a0 2,237\u00a0 \n Goodwill impairment \\(73\\) ---\u00a0 ---\u00a0 \\(73\\) \n Measurement period adjustment (1) \\(1\\) 189\u00a0 ---\u00a0 188\u00a0 \n Foreign curren"}, {"title": "uber.txt", "text": "cy translation adjustment \\(34\\) \\(7\\) ---\u00a0 \\(41\\) \n Balance as of December 31, 2021 2,581\u00a0 4,401\u00a0 1,438\u00a0 8,420\u00a0 \n Acquisitions 64\u00a0 ---\u00a0 ---\u00a0 64\u00a0 \n Measurement period adjustment 2\u00a0 ---\u00a0 \\(2\\) ---\u00a0 \n Divestiture \\(16\\) ---\u00a0 ---\u00a0 \\(16\\) \n Foreign currency translation adjustment \\(210\\) 4\u00a0 1\u00a0 \\(205\\) \n Balance as of December 31, 2022 \\$ 2,421\\$ 4,405\u00a0 \\$ 1,437\u00a0 \\$ 8,263\u00a0 \n ----------------------------------------- -- ---------- -------- ---------- -------- --------- -------- ---------------- -- ---- --------- -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- --\n\n\\(1\\) Refer to Note 17 --Business Combinations.\n\n*Intangible Assets*\n\nThe components of intangible assets, net were as follows (in millions\nexcept years):\n\n -------------------------------------------- -- ---------------------- -------- -------------------------- --------- -------------------- --------- ------------------------------------------------ -- ---- -------- -- -- --- -- -- -- -- -- -- -- -- -- -- -- --\n \n Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years"}, {"title": "uber.txt", "text": "December 31, 2021 \n Consumer, Merchant and other relationships \\$ 1,868\u00a0 \\$ \\(294\\) \\$ 1,574\u00a0 9 \n Developed technology 922\u00a0 \\(269\\) 653\u00a0 5 \n Trade name, trademarks and other 242\u00a0 \\(57\\) 185\u00a0 6 \n Intangible assets \\$ 3,032\\$ \\(620\\) \\$ 2,412\u00a0 \n \n Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years \n December 31, 2022 \n Consumer, Merchant and other relationships \\$ 1,825\u00a0 \\$ \\(506\\) \\$ 1,319\u00a0 9Developed technology 921\u00a0 \\(517\\) 404\u00a0 5 \n Trade name, trademarks and other 247\u00a0 \\(96\\) 151\u00a0 6 \n Intangible assets \\$ 2,993\u00a0 \\$ (1,119) \\$ 1,874\u00a0 \n -------------------------------------------- -- ---------------------- -------- -------------------------- --------- -------------------- --------- ------------------------------------------------ -- ---- -------- -- -- --- -- -- -- -- -- -- -- -- -- -- -- --\n\nAmortization expense for intangible assets subject to amortization was\n\\$155 million, \\$439 million, and \\$523 million for the years ended\nDecember 31, 2020"}, {"title": "uber.txt", "text": ", 2021 and 2022, respectively.\n\nThe estimated aggregate future amortization expense for intangible\nassets subject to amortization as of December\u00a01, 2022 is summarized\nbelow (in millions):\n\n -------------------------- -- --------------------------------------- -------- -- -- -- -- --\n \n Estimated Future Amortization Expense \n Year Ending December 31, \n 2023 \\$ 359\u00a0 \n 2024 303\u00a0 \n 2025 263\u00a0 \n 2026 202\u00a0 \n 2027 185\u00a0 \n Thereafter 555\u00a0 \n Total \\$1,867\u00a0 \n -------------------------- -- --------------------------------------- -------- -- -- -- -- --\n\n*Impairment of Definite-Lived Intangible and Long-Lived Assets*\n\n106\n\nThe following table presents the definite-lived intangible and\nlong-lived asset impairment charges recorded in the consolidated\nstatements of operations by asset class (in millions):\n\n ----------------------------------------- -- ------------------------- ------ ------ ----- ------ ----- ----- -- ---- ------ -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Intangible assets \\$ 23\u00a0 \\$ 23\u00a0 \\$ ---\u00a0 \n Property and equipment 15417\u00a0 9\u00a0 \n Operating lease right-of-use assets (1) 94\u00a0 3\u00a0 19\u00a0 \n Total \\$ 271\u00a0 \\$ 43\u00a0 \\$ 28\u00a0 \n ----------------------------------------- -- ------------------------- ------ ------ ----- ------ ----- ----- -- ---- ------ -- -- -- -- -- -- -- -- --\n\n\\(1\\) During the year ended December\u00a01, 2020, we exited, and made\navailable for sublease, certain leased offices, primarily due to the\nCity of San Francisco\\'s extended shelter-in-place orders and our\nrestructuring activities. These decisions resulted in operating lease\nright-of-use assets impairments of \\$52 million, \\$18 million, and \\$24\nmillion recorded in general and administrative, operations and support,\nresearch and development, respectively, in the consolidated statement of\noperations.\n\nNote 8 --Long-Term Debt and Revolving Credit Arrangements\n\nComponents of debt, including the associated effective interest rates\nand maturities were a"}, {"title": "uber.txt", "text": "s follows (in millions, except for percentages):\n\n ----------------------------------------------- -- -------------------- -------- ------ -------- -------------------------- -------- ------------ ---- ------ -------------------- -- --------------- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 Effective Interest Rates Maturities \n 2025 Refinanced Term Loan \\$ 1,448\u00a0 \\$ 1,433\u00a0 5.5\u00a0 \\% April 4, 20252027 Refinanced Term Loan 1,090\u00a0 1,078\u00a0 5.5\u00a0 \\% February 25, 2027 \n 2025 Senior Note 1,000\u00a0 1,000\u00a0 7.7\u00a0 \\% May 15, 2025 \n 2026 Senior Note 1,500\u00a0 1,500\u00a0 8.1\u00a0 \\% November 1, 2026 \n 2027 Senior Note 1,200\u00a0 1,200\u00a0 7.7\u00a0 \\% September 15, 2027 \n 2028 Senior Note 500\u00a0 500\u00a0 7.0\u00a0 \\% January 15, 20282029 Senior Note 1,500\u00a0 1,500\u00a0 4.7\u00a0 \\% August 15, 2029 \n 2025 Convertible Notes 1,150\u00a0 1,150\u00a0 0.2\u00a0 \\% December 15, 2025 \n Total debt 9,388\u00a0 9,361\u00a0 \n Less: unamortized discount and issuance costs \\(85\\) \\(69\\) \n Less: current portion of long-term debt \\(27\\) \\(27\\)"}, {"title": "uber.txt", "text": "Total long-term debt \\$ 9,276\u00a0 \\$ 9,265\u00a0 \n ----------------------------------------------- -- -------------------- -------- ------ -------- -------------------------- -------- ------------ ---- ------ -------------------- -- --------------- -- -- -- -- -- -- -- -- -- -- -- -- --\n\n*2016 and 2018 Senior Secured Term Loans Refinancing*\n\nOn February\u00a05, 2021, we entered into a refinancing transaction under\nwhich we borrowed \\$2.6 billion pursuant to an amendment to the 2016\nSenior Secured Term Loan agreement, the proceeds of which were used to\nrepay in full all previously outstanding loans under the 2016 Senior\nSecured Term Loan agreement and the 2018 Senior Secured Term Loan\nagreement. The \\$2.6 billion is comprised of (i) a \\$1.1 billion tranche\nwith a maturity date of February\u00a05, 2027, replacing the 2016 Senior\nSecured Term Loan as a Refinancing Term Loan (the \"027 Refinanced Term\nLoan\", and (ii) a \\$1.5 billion tranche with a maturity date of April\u00a0,\n2025, replacing the 2018 Senior Secured Term Loan as an Incremental Term\nLoan (the \"025 Refinanced Term Loan\". The interest rate for the 2027\nRefinanced Term Loan and the 2025 Refinanced Term Loan is the London\nInterbank Offered Rate (\"IBOR\" plus 3.50% per annum, subject to a floor\nof 0.00%. The refinancing transaction qualified as a debt modification\nthat did not result in an extinguishment.\n\nThe 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan are\nguaranteed by certain of our material domestic restricted subsidiaries.\nThe 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan\nagreements contain customary covenants restricting our and certain of\nour subsidiaries'ability to incur debt, incur liens and undergo certain\nfundamental changes. We were in compliance with all covenants as of\nDecember\u00a01, 2022. The loan is secured by certain of our intellectual\nproperty and equity of certain material foreign subsidiaries.\n\nThe fair values of our 2025 Refinanced Term Loan and 2027 Refinanced\nTerm Loan were \\$1.4 billion and \\$1.1 billion, respectively, as of\nDecember\u00a01, 2022 and were determined based on quoted prices in markets\nthat are not active, which is considered a Level 2 valuation input.\n\n*2025 Convert"}, {"title": "uber.txt", "text": "ible Notes*\n\nIn December 2020, we issued \\$1.15 billion aggregate principal amount of\n0% convertible senior notes due in 2025 (the \"025 Convertible Notes\",\nincluding the exercise in full by the initial purchasers of the 2025\nConvertible Notes of their option to purchase\n\n107\n\nup to an additional \\$150 million principal amount of the 2025\nConvertible Notes. The 2025 Convertible Notes were issued in a private\nplacement to qualified institutional buyers pursuant to Rule144A under\nthe Securities Act. The 2025 Convertible Notes will mature on\nDecember\u00a05, 2025, unless earlier converted, redeemed or repurchased.\n\nHolders of the 2025 Convertible Notes may convert their notes at their\noption at any time prior to the close of business on the business day\nimmediately preceding September\u00a05, 2025 only under the following\ncircumstances: (i) during any calendar quarter commencing after the\ncalendar quarter ending on March 31, 2021 (and only during such calendar\nquarter), if the last reported sale price of our common stock for at\nleast 20 trading days (whether or not consecutive) during a period of 30\nconsecutive trading days ending on, and including, the last trading day\nof the immediately preceding calendar quarter is greater than or equal\nto 130% of the conversion price on each applicable trading day; (ii)\nduring the five business day period after any ten consecutive trading\nday period (the \"easurement period\" in which the trading price (as\ndefined below) per \\$1,000 principal amount of notes for each trading\nday of the measurement period was less than 98% of the product of the\nlast reported sale price of our common stock and the conversion rate on\neach such trading day; (iii) if we call such notes for redemption, at\nany time prior to the close of business on the scheduled trading day\nimmediately preceding the applicable redemption date; or (iv) upon the\noccurrence of specified corporate events. On or after September\u00a05, 2025\nuntil the close of business on the second scheduled trading day\nimmediately preceding the maturity date, holders may convert all or any\nportion of their notes at any time, regardless of the foregoing\ncircumstances.\n\nAs of December\u00a01, 2022, none of the conditions permitting the holders of\nthe 2025 Convertible Notes to convert their notes early had been met.\nTherefore, the 2025 Convertible Notes are classified as long-term.\n\nThe initial conversion rate"}, {"title": "uber.txt", "text": "is 12.3701 shares of common stock per\n\\$1,000 principal amount of notes, equivalent to an initial conversion\nprice of approximately \\$80.84 per share of common stock. The conversion\nrate will be subject to adjustment in some events but will not be\nadjusted for any accrued and unpaid special interest.\n\nUpon conversion of the 2025 Convertible Notes, we will pay or deliver,\nas the case may be, cash, shares of our common stock or a combination of\ncash and shares of our common stock, at our election. We may not redeem\nthe notes prior to December\u00a00, 2023. We may redeem for cash all or any\nportion of the notes, at our option, on or after December\u00a00, 2023 if the\nlast reported sale price of our common stock has been at least 130% of\nthe conversion price then in effect for at least 20 trading days\n(whether or not consecutive) during any 30 consecutive trading day\nperiod (including the last trading day of such period) ending on, and\nincluding, the trading day immediately preceding the date on which we\nprovide notice of redemption at a redemption price equal to 100% of the\nprincipal amount of the notes to be redeemed, plus accrued and unpaid\nspecial interest, if any, to, but excluding, the redemption date.\n\nThe indenture governing the 2025 Convertible Notes does not contain any\nfinancial or operating covenants or restrictions on the payments of\ndividends, the incurrence of indebtedness or the issuance or repurchase\nof securities by us or any of our subsidiaries.\n\nPrior to the adoption of ASU 2020-06, the proceeds from the issuance of\nthe 2025 Convertible Notes were allocated between the conversion feature\nrecorded as equity and the liability for the notes themselves. The\ndifference of \\$243 million between the principal amount of the 2025\nConvertible Notes and the liability component (the \"ebt discount\" was\namortized to interest expense using the effective interest method over\nthe term of the 2025 Convertible Notes. The equity component of the 2025\nConvertible Notes was included in additional paid-in capital in the\nconsolidated balance sheet as of December 31, 2020 and was not\nremeasured as it continued to meet the conditions for equity\nclassification. To determine the fair value of the liability component\nof the 2025 Convertible Notes as of the pricing date, we used the\nbinomial model with inputs of time to maturity, conversion ratio, our\nstock price, risk free rate a"}, {"title": "uber.txt", "text": "nd volatility.\n\nEffective January\u00a0, 2021, we early adopted ASU 2020-06 using the\nmodified retrospective approach. The adoption of this standard resulted\nin a decrease to additional paid-in capital of \\$243 million and an\nincrease to our 2025 Convertible Notes by the same amount. At adoption,\nthere was no adjustment recorded to the opening accumulated deficit. As\na result of the adoption, starting on January\u00a0, 2021 interest expense is\nreduced as a result of accounting for the 2025 Convertible Notes as a\nsingle liability measured at its amortized cost.\n\nThe fair value of our 2025 Convertible Notes was \\$973 million as of\nDecember\u00a01, 2022 and was determined based on quoted prices in markets\nthat are not active, which is considered a Level 2 valuation input.\n\n*Senior Notes*\n\nIn October 2018, we issued five-year notes with aggregate principal\namount of \\$500 million due on November\u00a0, 2023 (the \"023 Senior Notes\"\nand eight-year notes with aggregate principal amount of \\$1.5 billion\ndue on November\u00a0, 2026 (the \"026 Senior Notes\" in a private placement\noffering totaling \\$2.0 billion. We issued the 2023 and 2026 Senior\nNotes at par and paid approximately \\$9 million for debt issuance costs"}, {"title": "uber.txt", "text": ".\nThe interest is payable\u00a0emi-annually\u00a0n May 1 and November 1 of each year\nat 7.5% per annum and 8.0% per annum, respectively, beginning on May\u00a0,\n2019, and the entire principal amount is due at the time of maturity.\n\nIn September 2019, we issued eight-year notes with aggregate principal\namount of \\$1.2 billion due on September\u00a05, 2027 (the \"027 Senior Notes\"\nin a private placement to qualified institutional buyers pursuant to\nRule144A under the Securities Act. We issued the 2027 Senior Notes at\npar and paid approximately \\$11 million for debt issuance costs. The\ninterest is payable semi-annually in arrears on March 15 and September\n15 of each year at 7.5% per annum, beginning on March\u00a05, 2020, and the\nentire principal\n\n108\n\namount is due at the time of maturity.\n\nIn May 2020, we issued five-year notes with an aggregate principal\namount of \\$1.0 billion due on May\u00a05, 2025 (the \"025 Senior Notes\" in a\nprivate placement to qualified institutional buyers pursuant to Rule\n144A under the Securities Act. We issued the 2025 Senior Notes at par\nand paid approximately \\$8 million for debt issuance costs. The interest\nis payable semi-annually in arrears on May 15 and November 15 of each\nyear"}, {"title": "uber.txt", "text": "at 7.5% per annum, beginning on November\u00a05, 2020, and the entire\nprincipal amount is due at the time of maturity.\n\nIn September 2020, we issued eight-year notes with an aggregate\nprincipal amount of \\$500 million due on January\u00a05, 2028 (the \"028\nSenior Notes\" in a private placement to qualified institutional buyers\npursuant to Rule 144A under the Securities Act. We issued the 2028\nSenior Notes at par and paid approximately \\$5 million for debt issuance\ncosts. The interest is payable semi-annually in arrears on January 15\nand July 15 of each year at 6.25% per annum, beginning on July\u00a05, 2021,\nand the entire principal amount is due at the time of maturity. In\nOctober 2020, we used the net proceeds from this offering, along with\ncash on hand, to redeem all of our outstanding 2023 Senior Notes. The\nredemption of the 2023 Senior Notes was for substantially identical 2028\nSenior Notes. Following the redemption, there were no 2023 Senior Notes\noutstanding.\n\nIn August 2021, we issued eight-year notes with an aggregate principal\namount of \\$1.5 billion due on August\u00a05, 2029 (the \"029 Senior Notes\" in\na private placement to qualified institutional buyers pursuant to Rule\n144A under the Secur"}, {"title": "uber.txt", "text": "ities Act. We issued the 2029 Senior Notes at par\nand paid approximately \\$16 million for debt issuance costs. The\ninterest is payable semi-annually in arrears on February 15 and August\n15 of each year at 4.50% per annum, beginning on February\u00a05, 2022, and\nthe entire principal amount is due at the time of maturity and\ntherefore, the 2029 Senior Notes are classified as long-term. We used\nthe net proceeds from this offering to finance a portion of the\nconsideration payable in cash, and certain related fees and expenses\nincurred, in connection with the acquisition of Transplace, by our\nmajority-owned subsidiary, Uber Freight Holding Corporation (\"reight\nHolding\". Refer to Note 17 --Business Combinations for additional\ninformation on the Transplace acquisition.\n\nThe 2025, 2026, 2027, 2028 and 2029 Senior Notes (collectively \"enior\nNotes\" are guaranteed by certain of our material domestic restricted\nsubsidiaries. The indentures governing the Senior Notes contain\ncustomary covenants restricting our and certain of our\nsubsidiaries'ability to incur debt and incur liens, as well as certain\nfinancial covenants specified in the indentures. We were in compliance\nwith all covenants as of December\u00a01, 2022.\n\nThe following table presents the fair values of our Senior Notes as of\nDecember\u00a01, 2022, and were determined based on quoted prices in markets\nthat are not active, which is considered a Level 2 valuation input (in\nmillions):\n\n ------------------ -- ------------------------- -------- -- -- -- -- --\n \n As of December 31, 2022 \n 2025 Senior Note \\$ 1,001\u00a0 \n 2026 Senior Note 1,510\u00a0 \n 2027 Senior Note 1,199\u00a0 \n 2028 Senior Note 480\u00a0 \n 2029 Senior Note 1,297\u00a0 \n Total \\$ 5,487\u00a0 \n ------------------ -- ------------------------- -------- -- -- -- -- --\n\nThe future principal payments for our long-term debt as of December\u00a01,\n2022 is summarized as follows (in millions):\n\n -------------------------- -- ------------------------- -------- -- -- -- -- --"}, {"title": "uber.txt", "text": "Future Minimum Payments \n Year Ending December 31, \n 2023 \\$ 27\u00a0 \n 2024 27\u00a0 \n 2025 3,564\u00a0 \n 2026 1,511\u00a0 \n 2027 2,232\u00a0 \n Thereafter 2,000\u00a0 \n Total \\$ 9,361\u00a0 \n -------------------------- -- ------------------------- -------- -- -- -- -- --\n\n109\n\nThe following table presents the amount of interest expense recognized\nrelating to the contractual interest coupon and amortization of the debt\ndiscount and issuance costs with respect to our long-term debt, for the\nyears ended December 31, 2020, 2021 and 2022 (in millions):\n\n -------------------------------------------------- -- ------------------------- ------ ------ ----- ------ ------ ----- -- ---- ------ -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Contractual interest coupon \\$ 449\u00a0 \\$ 464\u00a0 \\$ 510\u00a0 \n Amortization of debt discount and issuance costs 14\u00a0 16\u00a0 15\u00a0 \n \n Total interest expense from long-term debt \\$ 463\u00a0 \\$ 480\u00a0 \\$ 525-------------------------------------------------- -- ------------------------- ------ ------ ----- ------ ------ ----- -- ---- ------ -- -- -- -- -- -- -- -- --\n\n*Revolving Credit Arrangements*\n\nWe have a revolving credit agreement initially entered in 2015 with\ncertain lenders, which provides for \\$2.3 billion in credit maturing on\nJune\u00a03, 2023 (\"evolving Credit Facility\". On April\u00a0, 2022, we entered\ninto an amendment to our Revolving Credit Facility to, among other\nthings, (i) provide for approximately \\$2.2 billion of revolving credit\ncommitments, (ii) extend the maturity date for the commitments and loans\nfrom June\u00a03, 2023 to April\u00a0, 2027, (iii) reduce the minimum liquidity\ncovenant from \\$1.5 billion to \\$1.0 billion, (iv) replace the LIBOR\nbased interest rate with a Secured Overnight Financing Rate (\"OFR\" based\ninterest rate, and (v) make certain other changes to the negative\ncovenants under the amended revolving credit agreement. The Revolving\nCredit Facility may be guaranteed by certain of our material domestic\nrestricted subsidiaries based on certain conditions. The credit\nagreement contains customary covenants restricting our and certain of\nou"}, {"title": "uber.txt", "text": "r subsidiaries'ability to incur debt, incur liens, and undergo certain\nfundamental changes, as well as maintain a certain level of liquidity\nspecified in the contractual agreement. The credit agreement also\ncontains customary events of default. The Revolving Credit Facility also\ncontains restrictions on the payment of dividends. As of December\u00a01,\n2022, there was no balance outstanding on the Revolving Credit Facility.\n\nAdditionally, in February 2023, Freight Holding entered into a \\$300\nmillion senior secured asset-based revolving credit facility guaranteed\nby the assets of Freight Holding.\n\n*Letters of Credit*\n\nFor purposes of securing obligations related to leases and other\ncontractual obligations, we also maintain an agreement for letters of\ncredit, which is collateralized by our Revolving Credit Facility and\nreduces the amount of credit available. As of December 31, 2021 and\n2022, we had letters of credit outstanding of \\$749 million and \\$839\nmillion, respectively, of which the letters of credit that reduced the\navailable credit under the Revolving Credit Facility were \\$247 million\nand \\$261 million, respectively.\n\nNote 9 --Supplemental Financial Statement Information\n\n*Prepaid Expenses and Other Current Assets*\n\nPrepaid expenses and other current assets as of December 31, 2021 and\n2022 were as follows (in millions):\n\n ------------------------------------------- -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 \n Prepaid expenses \\$ 459\u00a0 \\$ 310\u00a0 \n Other receivables 553\u00a0 710\u00a0 \n Other 442\u00a0 459\u00a0 \n Prepaid expenses and other current assets \\$ 1,454\u00a0 \\$ 1,479\u00a0 \n ------------------------------------------"}, {"title": "uber.txt", "text": "- -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --\n\n*Accrued and Other Current Liabilities*\n\nAccrued and other current liabilities as of December 31, 2021 and 2022\nwere as follows (in millions):\n\n --------------------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ---- -------- -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 \n Accrued legal, regulatory and non-income taxes \\$ 2,187\u00a0 \\$ 1,573\u00a0 \n Accrued Drivers and Merchants liability 1,1871,593\u00a0 \n Accrued compensation and employee benefits 442\u00a0 587\u00a0 \n Income and other tax liabilities 376\u00a0 476\u00a0 \n \n Commitment to issue unsecured convertible notes in connection with Careem acquisition 238\u00a0 152\u00a0 \n Other 2,107\u00a0 1,851\u00a0 \n Accrued and other current liabilities \\$ 6,537\u00a0 \\$ 6,232\u00a0 \n --------------------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ---- -------- -- -- -- -- -- -- --\n\n*Other Long-Term Liabilities*\n\n110\n\nOther long-term liabilities as of December 31, 2021 and 2022 were as\nfollows (in millions):\n\n ----------------------------- -- -------------------- ------ ------ ------ ---- ------ -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 \n Deferred tax liabilities \\$ 365\u00a0 \\$ 27\u00a0 \n Other 570\u00a0 759\u00a0 \n Other long-term liabilities \\$ 935\u00a0 \\$ 786\u00a0 \n ----------------------------- -- -------------------- ------ ------ ------ ---- ------ -- -- -- -- -- -- --\n\n*Accumulated Other Comprehensive Income (Loss)*\n\nThe changes in composition of accumulated other comprehensive income\n(loss), net of"}, {"title": "uber.txt", "text": "tax, for the years ended December 31, 2020, 2021 and 2022\nwere as follows (in millions):\n\n --------------------------------------------------------------------------- -- ------------------------------------------ --------- ------------------------------------------------------------------------ --------- ------- ------ --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total \n Balance as of December 31, 2019 \\$ \\(231\\) \\$ 44\u00a0 \\$ \\(187\\) \n Other comprehensive income (loss) before reclassifications \\(350\\) 2\u00a0 \\(348\\) \n Amounts reclassified from accumulated other comprehensive income (loss) ---\u00a0 ---\u00a0 ---\u00a0 \n Other comprehensive income (loss) \\(350\\) 2\u00a0 \\(348\\) \n Balance as of December 31, 2020 \\$ \\(581\\) \\$ 46\u00a0 \\$ \\(535\\)Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total \n Balance as of December 31, 2020 \\$ \\(581\\) \\$ 46\u00a0 \\$ \\(535\\) \n Other comprehensive income before reclassifications (1) 57\u00a0 2,562\u00a0 2,619\u00a0 \n Amounts reclassified from accumulated other comprehensive income (1), (2) ---"}, {"title": "uber.txt", "text": "(2,608) (2,608) \n Other comprehensive income (loss) 57\u00a0 \\(46\\) 11\u00a0 \n Balance as of December 31, 2021 \\$ \\(524\\) \\$ ---\u00a0 \\$ \\(524\\) \n --------------------------------------------------------------------------- -- ------------------------------------------ --------- ------------------------------------------------------------------------ --------- ------- ------ --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n\\(1\\) On December 1, 2021, Grab completed its planned SPAC merger with\nAltimeter Growth Corporation, resulting in Grab becoming a publicly\ntraded company post combination. Upon the completion of the merger, our\ninvestment in Series G preferred shares of Grab converted into the newly\nissued Class A ordinary shares of the publicly traded company. Upon the\nconversion, we released the accumulative pre-tax unrealized gains\nrecorded through other comprehensive income and recognized them as\nunrealized gains in other income (expense), net in our consolidated\nstatement of operations as of December 31, 2021. Refer to Note 3\n--Investments and Fair Value Measurement for further information.\n\n\\(2\\) The amounts reclassified from accumulated other comprehensive\nincome are recorded in other income (expense), net and the related tax\nimpact of \\$176 million is recorded in provision for (benefit from)\nincome taxes on the consolidated statement of operations.\n\n ------------------------------------------------------------------ -- ------------------------------------------ --------- ------------------------------------------------------------------------ ------ ------- ------ ------ -- ---- --------- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total \n Balance as of December 31, 2021 \\$ \\(524\\) \\$ ---\u00a0 \\$ \\(524\\) \n Other comprehensive income before reclassifications 81\u00a0 ---\u00a0 81\u00a0 \n Amounts reclassified from accumulated other comprehensive income ---\u00a0 ---\u00a0 ---Other comprehensive income (loss) 81\u00a0 ---\u00a0 81\u00a0 \n Balance as of December 31, 2022 \\$ \\(443\\) \\$ ---\u00a0 \\$ \\(443\\) \n ------------------------------------------------------------------ -- ------------------------------------------ --------- ------------------------------------------------------------------------ ------ ------- ------ ------ -- ---- --------- -- -- -- -- -- -- -- -- --\n\n111\n\n*Other Income (Expense), Net*\n\nThe components of other income (expense), net, for the years ended\nDecember 31, 2020, 2021 and 2022 were as follows (in millions):\n\n --------------------------------------------------------------- -- ------------------------- --------- ------ -------- ------ -------- --------- -- ---- --------- -- -- -- -- -- -- ---- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Interest income \\$ 55\u00a0 \\$ 37\u00a0 \\$ 139\u00a0 \n Foreign currency exchange gains (losses), net \\(128\\) \\(67\\) \\(147\\) \n Gain on business divestitures, net (1) 204\u00a0 1,684\u00a0 14\u00a0 \n Gain from sale of investments (2)"}, {"title": "uber.txt", "text": "---\u00a0 413\u00a0 ---\u00a0 \n Unrealized gain (loss) on debt and equity securities, net (3) \\(125\\) 1,142\u00a0 (7,045) \n Impairment of debt and equity securities (4) (1,690) ---\u00a0 ---\u00a0 \n Impairment of equity method investment (5) ---\u00a0 ---\u00a0 \\(182\\) \n Revaluation of MLU B.V. call option (6) ---\u00a0 ---\u00a0 191\u00a0 \n Other, net 59\u00a0 83\u00a0 1\u00a0 \n Other income (expense), net \\$ (1,625)\\$ 3,292\u00a0 \\$ (7,029) \n --------------------------------------------------------------- -- ------------------------- --------- ------ -------- ------ -------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n\\(1\\) During the year ended December 31, 2020, gain on business\ndivestitures, net represented a \\$154 million gain on the sale of our\nUber Eats India operations to Zomato recognized in the first quarter of\n2020 and a \\$77 million gain on the sale of our European Freight\nBusiness to sennder GmbH (\"ennder\" recognized in the fourth quarter of\n2020, partially offset by a \\$27 million loss on the sale of our JUMP\noperations to Lime recognized in the second quarter of 2020.\n\nDuring the year ended December 31, 2021, gain on business divestitures,\nnet represented a \\$1.6 billion gain on the sale of our ATG Business to\nAurora recognized in the first quarter of 2021. Refer to Note 18\n--Divestitures for further information on the sale of our ATG Business.\n\n\\(2\\) During the year ended December 31, 2021, gain from sale of\ninvestments primarily represented a \\$348 million gain recognized from\nsale of our equity interests in MLU B.V"}, {"title": "uber.txt", "text": ". Refer to Note 4 - Equity Method\nInvestments for further information.\n\n\\(3\\) During the year ended December 31, 2021, unrealized gain (loss) on\ndebt and equity securities, net primarily represented a \\$1.6\u00a0illion net\nunrealized gain on our Grab investment, a \\$1.6\u00a0illion unrealized gain\non our Aurora Investments and a \\$991\u00a0illion unrealized gain on our\nZomato investment, partially offset by a \\$3.0\u00a0illion unrealized loss on\nour Didi investment. Refer to Note 3 --Investments and Fair Value\nMeasurement for further information.\n\nDuring the year ended December 31, 2022, unrealized gain (loss) on debt\nand equity securities, net primarily represented a \\$3.0 billion net\nunrealized loss on our Aurora investments, a \\$2.1 billion net\nunrealized loss on our Grab investment, a \\$1.0 billion net unrealized\nloss on our Didi investment, a \\$747 million change of fair value on our\nZomato investment, as well as a \\$142 million net unrealized loss on our\nother investments in securities accounted for under the fair value\noption.\n\n\\(4\\) During the year ended December 31, 2020, we recorded an impairment\ncharge of \\$1.7\u00a0illion, primarily related to our investment in Didi\nrecognized during the firstquarter of 2020. Refer to Note 3\n--Investments and Fair Value Measurement for further information.\n\n\\(5\\) During the year ended December 31, 2022, impairment of equity\nmethod investment represents a \\$182\u00a0illion impairment loss recorded on\nour MLU B.V. equity method investment. Refer to Note 4 --Equity Method\nInvestments for further information.\n\n\\(6\\) During the year ended December 31, 2022, revaluation of MLU B.V.\ncall option represents a \\$191\u00a0illion net gain for the change in fair\nvalue of the call option granted to Yandex (\"LU B.V. Call Option\". Refer\nto Note 4 --Equity Method Investments for further information.\n\nNote 10 --Stockholders\\' Equity\n\n*Common Stock*\n\nAs of December\u00a01, 2022, we have the authority to issue 5.0 billion\nshares of common stock with a par value of \\$0.00001 per share. Holders\nof common stock are entitled to dividends when and if declared by the\nboard of directors, subject to the rights of the holders of all classes\nof stock outstanding having priority rights to dividends. As of\nDecember\u00a01, 2022, no dividends have been declared and there were 2.0\nbillion shares of common stock issued and outstanding.\n\n*Preferred Stock*\n\nOur board of directors has the auth"}, {"title": "uber.txt", "text": "ority to issue up to 10 million\nshares of preferred stock and to determine the price, rights,\npreferences, privileges and restrictions, including voting rights, of\nthose shares without any further vote or action by the stockholders. As\nof December 31, 2021 and 2022, there was no preferred stock issued and\noutstanding.\n\n112\n\n*Equity Compensation Plans*\n\nWe maintain four equity compensation plans that provide for the issuance\nof shares of our common stock to our officers and other employees,\ndirectors, and consultants: the 2010 Stock Plan (the \"010 Plan\", the\n2013 Equity Incentive Plan (the \"013 Plan\", the 2019 Equity Incentive\nPlan (the \"019 Plan\", and the 2019 Employee Stock Purchase Plan (the\n\"SPP\", which have all been approved by stockholders. Following our IPO\nin May 2019, we have only issued awards under the 2019 Plan and the\nESPP, and no additional awards will be granted under the 2010 and 2013\nPlans. These plans provide for the issuance of incentive stock options\n(\"SOs\", nonqualified stock options (\"SOs\", SARs, restricted stock, RSUs,\nperformance-based awards, and other awards (that are based in whole or\nin part by reference to our common stock).\n\nThe number of shares of ourcommon stock available for issuance under\nthe 2019 Plan automatically increases on January 1 of each year, for a\nperiod of not more than ten years, commencing on January 1, 2020 and\nending on (and including) January 1, 2029 by the lesser of (a) 5% of the\ntotal number of the shares of common stock outstanding on December 31 of\nthe immediately preceding calendar year, and (b) such number of shares\ndetermined by our board of directors. Pursuant to the automatic increase\nfeature of the 2019 Plan, our board of directors approved an increase of\n100 million shares reserved for issuance effective January 1, 2023, for\na total of 403\u00a0illion shares reserved.\n\n*Stock Option and SAR Activity*\n\nA summary of stock option and SAR activity for the year ended\nDecember\u00a01, 2022 is as follows (in millions, except share amounts which\nare reflected in thousands, per share amounts, and years):\n\n ----------------------------------------------------- -- --------------------------------- -- -------------------------------------- --------- ------------------------------------------- -- -------------------------------------------------------- -------- --------------------------- -- ------ -- ---- ------ -- --"}, {"title": "uber.txt", "text": "-- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n \n SARs Outstanding Number of SARs Options Outstanding Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value \n As of December 31, 2021 157\u00a0 24,253\u00a0 \\$ 11.84\u00a0 4.35 \\$ 735\u00a0 \n Granted 6421\u00a0 \\$ 33.78\u00a0 \n Exercised \\(3\\) (4,072) \\$ 4.32\u00a0 \n Canceled and forfeited \\(7\\) \\(563\\) \\$ 8.72\u00a0 \n As of December 31, 2022 153\u00a0 20,039\u00a0 \\$13.90\u00a0 3.47 \\$ 279\u00a0 \n Vested and expected to vest as of December 31, 2022 146\u00a0 15,064\u00a0 \\$ 9.61\u00a0 2.99 \\$ 251\u00a0 \n Exercisable as of December 31, 2022 146\u00a0 15,064\u00a0 \\$ 9.61\u00a0 2.99 \\$ 251\u00a0 \n ----------------------------------------------------- -- --------------------------------- -- -------------------------------------- --------- ------------------------------------------- -- -------------------------------------------------------- -------- --------------------------- -- ------ -- ---- ------ --"}, {"title": "uber.txt", "text": "-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --\n\nThe total intrinsic value of stock options and SARs exercised for the\nyears ended December 31, 2020, 2021 and 2022, was \\$614 million, \\$382\nmillion and \\$101 million, respectively.\n\n*RSU Activity*\n\nThe following table summarizes the activity related to our RSUs for the\nyear ended December\u00a01, 2022 (in thousands, except per share amounts):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Number of Shares

Weighted-Average
\n\u00a0rant-Date Fair
\n\u00a0alue per Share

Unvested and outstanding as of December 31, 2021

71,461\u00a0

$

41.91\u00a0

Granted

90,769\u00a0

\n

$

31.05\u00a0

Vested

(47,989)

$

37.34\u00a0

Canceled and forfeited

(16,074)

$

38.11\u00a0

Unvested and outstanding as of December 31, 2022

98,167\u00a0

$

34.70\u00a0

\n\nThe total fair value of RSUs vested for the years ended December 31,\n2020, 2021 and 2022 was \\$1.4 billion, \\$1.5 billion, and \\$1.8 billion,\nrespectively.\n\n*Restricted Common Stock*\n\nWe have granted restricted common stock to certain continuing employees,\nprimarily in connection with acquisitions. Vesting of this stock may b"}, {"title": "uber.txt", "text": "e\ndependent on a combination of service and performance conditions that\nbecome satisfied upon the occurrence of a qualifying event. We have the\nright to repurchase shares for which the vesting conditions are not\nsatisfied. During 2022, there were no restricted common stock granted,\ncanceled, or forfeited, and the amount of unvested restricted common\nstock as of December 31, 2022 was 2.6\u00a0illion shares, with a\nweighted-average grant-date fair value of \\$43.50 per share.\n\n113\n\n*Stock-Based Compensation Expense*\n\nStock-based compensation expense is allocated based on the cost center\nto which the award holder belongs. The following table summarizes total\nstock-based compensation expense by function for the years ended\nDecember 31, 2020, 2021 and 2022 (in millions):\n\n ---------------------------- -- ------------------------- ------ ------ ------ ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n Operations and support \\$ 72\u00a0 \\$ 139\u00a0 \\$ 154\u00a0 \n Sales and marketing 48\u00a0 83\u00a0 102\u00a0 \n Research and development 477\u00a0 614\u00a0 1,060\u00a0 \n General and administrative 230\u00a0 332\u00a0 477\u00a0 \n Total \\$ 827\u00a0 \\$ 1,168\u00a0 \\$ 1,793\u00a0 \n ---------------------------- -- ------------------------- ------ ------ ------ ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --\n\nDuring the years ended December 31, 2020, 2021 and 2022, we modified the\nterms of stock-based awards for certain employees upon their terminati"}, {"title": "uber.txt", "text": "on\nor change in employment status. Incremental stock-based compensation\ncost in relation to the modification of stock-based awards was not\nmaterial for the years ended December 31, 2020, 2021 and 2022.\n\nAs of December\u00a01, 2022, there was \\$3.4 billion of unamortized\ncompensation costs related to all unvested awards. The unamortized\ncompensation costs are expected to be recognized over a weighted-average\nperiod of approximately 2.57 years. Stock-based compensation\nexpense\u00a0apitalized\u00a0s internally developed software costs were not\nmaterial for the years ended December 31, 2020, 2021 and 2022.\n\nThe tax benefits recognized in the consolidated statements of operations\nfor stock-based compensation arrangements were not material during the\nyears ended December 31, 2020, 2021 and 2022.\n\nDuring 2020, 2021 and 2022, warrants vested to non-employee service\nproviders and others were not material and no warrants were granted.\n\nThe weighted-average grant-date fair values of stock options and SARs\ngranted to employees in the years ended December 31, 2020, 2021 and 2022\nwere \\$35.77, \\$39.43 and \\$13.58 per share, respectively. During 2022,\nstock options and SARs granted were not material. The fairvalue of\nstock options and SARs granted was determined using the Black-Scholes\noption-pricing model using the weighted-average assumptions in the table\nbelow:\n\n -------------------------- -- ------------------------- ---- ------ ------- ---- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 \n Expected term (in years) 4.0 5.1 \n Risk-free interest rate 0.3\u00a0 \\% 0.9\u00a0 \\% \n Expected volatility 42.5\u00a0 \\% 40.3\u00a0 \\% \n Expected dividend yield ---\u00a0 \\% ---\u00a0 \\% \n -------------------------- -- ------------------------- ---- ------ ------- ---- -- -- -- -- -- -- -- --\n\nPerformance awards with market-based targets granted in the years ended\nDecember 31, 2020,"}, {"title": "uber.txt", "text": "2021 and 2022 were not material.\n\n*2019 Employee Stock Purchase Plan*\n\nThe number of shares of Uber common stock available for issuance under\nthe ESPP automatically increases on January 1 of each year, beginning in\n2020 and continuing through 2029, by the lesser of (a) 1.0% of the total\nnumber of shares of common stock outstanding on December 31 of the\nimmediately preceding calendar year, and (b) 25,000,000 shares. However,\nour board of directors or compensation committee may reduce the amount\nof the increase in any particular year. Pursuant to the automatic\nincrease feature of the ESPP, effective January 1, 2023, a total of 86\nmillion shares of common stock are reserved for issuance under the ESPP.\n\nThe stock-based compensation expense recognized for the ESPP was not\nmaterial during the years ended December 31, 2020, 2021 and 2022. During\nthe year ended December 31, 2022, we purchased 5 million shares of\ncommon stock under the ESPP at a weighted-average price of \\$20.22 per\nshare. As of December\u00a01, 2022, total unrecognized compensation cost\nrelated to the ESPP was \\$25\u00a0illion, which will be amortized over a\nperiod of 0.13 years.\n\n114\n\nNote 11 --Income Taxes\n\nThe U.S. and foreigncomponents of income (loss) before provision for\n(benefit from) income taxes for the years ended December 31, 2020, 2021\nand 2022 are as follows (in millions):\n\n --------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n U.S. \\$ (3,518) \\$ \\(340\\) \\$ (8,523) \n Foreign"}, {"title": "uber.txt", "text": "(3,428) \\(685\\) \\(903\\) \n Loss before income taxes and income (loss) from equity method investments \\$ (6,946) \\$ (1,025) \\$ (9,426) \n --------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\nThe components of the provision for (benefit from) income taxes for the\nyears ended December 31, 2020, 2021 and 2022 are as follows (in\nmillions):\n\n ------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31,2020 2021 2022 \n Current \n Federal \\$ ---\u00a0 \\$ ---\u00a0 \\$ 8\u00a0 \n State 11\u00a0 4\u00a0 15\u00a0 \n Foreign 63\u00a0 196\u00a0 237\u00a0 \n Total current tax expense 74\u00a0 200\u00a0 260\u00a0 \n DeferredFederal \\(97\\) \\(76\\) \\(251\\) \n State \\(7\\) 19\u00a0 \\(92\\) \n Foreign \\(162\\) \\(635\\) \\(98\\) \n Total deferred tax expense (benefit) \\(266\\) \\(692\\) \\(441\\) \n Total provision for (benefit from) income taxes \\$ \\(192\\) \\$ \\(492\\) \\$ \\(181\\) \n ------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\nT"}, {"title": "uber.txt", "text": "he following is a reconciliation of the statutory federal income tax\nrate to our effective tax rate for the years ended December 31, 2020,\n2021 and 2022:\n\n ------------------------------------------ -- ------------------------- ---- ------ -------- ------ -- -------- ---- -- -- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Federal statutory income tax rate 21.0\u00a0 \\% 21.0\u00a0 \\% 21.0\u00a0 \\% \n State income tax expense (0.1) (2.3) 0.8\u00a0 \n Foreign rate differential 10.8\u00a0 10.3\u00a0 2.0Non-deductible expenses (1.3) (5.2) (0.7) \n Stock-based compensation 1.3\u00a0 4.5\u00a0 (1.4) \n Federal research and development credits 2.9\u00a0 7.8\u00a0 0.6\u00a0 \n Deferred tax on investments (1) 0.9\u00a0 48.7\u00a0 (1.1) \n Entity restructuring (2) (1.7) (2.0) (12.7) \n Change in unrecognized tax benefits (3.7) (27.8) (8.9) \n Valuation allowance (45.8) (33.7) 1.1\u00a0 \n US tax on foreign income ---\u00a0 (10.8) 0.6"}, {"title": "uber.txt", "text": "Tax rate change 14.4\u00a0 22.4\u00a0 ---\u00a0 \n Other interest 3.2\u00a0 16.8\u00a0 1.7\u00a0 \n Other, net 0.9\u00a0 (1.7) (1.1) \n Effective income tax rate 2.8\u00a0 \\% 48.0\u00a0 \\% 1.9\u00a0 \\% \n ------------------------------------------ -- ------------------------- ---- ------ -------- ------ -- -------- ---- -- -- -- -- -- -- -- -- -- -- --\n\n\\(1\\) The 2020 rate impact for \"eferred tax on investments\"was primarily\ndriven by the deferred U.S. tax impact and the deferred China tax impact\nof the impairment charge related to our investment in Didi.\n\nThe 2021 rate impact for \"eferred tax on investments\"was primarily\ndriven by the deferred China and U.S. tax impact related to our\ninvestment in Didi and the deferred U.S. tax impact related to our\ninvestments in Aurora, Grab, and Zomato.\n\n115\n\nThe 2022 rate impact for \"eferred tax on investments\"was primarily\ndriven by the deferred U.S. tax impact related to our investments in\nAurora, Grab, Zomato, and Didi.\n\n\\(2\\) In the second quarter of 2020, we transferred certain intangible\nassets among our wholly-owned subsidiaries to align our structure to our\nevolving operations. The transaction resulted in the establishment of\ndeferred tax assets of \\$354 million; however, there was no financial\nstatement benefit recognized since the deferred tax asset was offset by\na full valuation allowance.\n\nTo align our structure to our evolving operations, in the second and\nfourth quarters of 2021, we completed intercompany transfers of certain\nintangible assets. These intercompany transfers did not have a material\nimpact to the financial statements.\n\nIn the fourth quarter of 2022, we transferred certain intangible assets\namong our wholly-owned subsidiaries to align our structure to our\nevolving operations. The transfer resulted in a net reduction in\ndeferred tax assets of \\$1.7 billion; however, there was no financial\nstatement expense recognized since the deferred tax asset was offset by\na full valuation allowance.\n\nThe compon"}, {"title": "uber.txt", "text": "ents of deferred tax assets and liabilities as of December 31,\n2021 and 2022 are as follows (in millions):\n\n ------------------------------------------------------- -- -------------------- --------- ------ ---------- ---- -------- -- -- -- -- -- -- --\n \n As of December 31, \n 2021 2022 \n Deferred tax assets \n Net operating loss carryforwards \\$ 5,992\u00a0 \\$ 6,325\u00a0 \n Research and development credits 1,020\u00a0 1,200\u00a0 \n Stock-based compensation 6645\u00a0 \n Accruals and reserves 290\u00a0 402\u00a0 \n Accrued legal 119\u00a0 184\u00a0 \n Fixed assets and intangible assets 6,753\u00a0 4,425\u00a0 \n Lease liability 455\u00a0 478\u00a0 \n Interest limitation carryforwards 629\u00a0 858\u00a0 \n Capitalized research expenses ---\u00a0 304\u00a0 \n Other 107\u00a0 320\u00a0 \n Total deferred tax assets 15,431\u00a0 14,541Less: Valuation allowance (13,920) (13,971) \n Total deferred tax assets, net of valuation allowance 1,511\u00a0 570\u00a0 \n Deferred tax liabilities \n Indefinite lived deferred tax liability (1) 1,451\u00a0 ---\u00a0 \n ROU assets 334\u00a0 354\u00a0 \n Other 29\u00a0 77\u00a0 \n Total deferred tax liabilities 1,814\u00a0 431\u00a0 \n Net deferred tax assets (liabilities) \\$ \\(303\\) \\$ 139\u00a0 \n -------------------------------------------------------"}, {"title": "uber.txt", "text": "-- -------------------- --------- ------ ---------- ---- -------- -- -- -- -- -- -- --\n\n\\(1\\) As of December 31, 2021, the \\$1.5 billion indefinite-lived\ndeferred tax liability represents the deferred U.S. income tax expense,\nwhich will be incurred upon the eventual disposition of the shares\nunderlying our investments in Didi, Aurora, Grab, and Zomato.\n\nAs of December 31, 2022, the fair market value of our investments in\nDidi, Aurora, Grab, and Zomato decreased significantly, resulting in the\nreduction of indefinite-lived deferred tax liabilities.\n\nBased on available evidence, management believes it is not\nmore-likely-than-not that the net U.S., Netherlands, and other\nnon-material jurisdictions'deferred tax assets will be fully realizable.\nIn these jurisdictions, we have recorded a valuation allowance against\nnet deferred tax assets. We regularly review the deferred tax assets for\nrecoverability based on historical taxable income, projected future\ntaxable income, the expected timing of the reversals of existing taxable\ntemporary differences and tax planning strategies by jurisdiction. Our\njudgment regarding future profitability may change due to many factors,\nincluding future market conditions and the ability to successfully\nexecute our business plans and/or tax planning strategies. Should there\nbe a change in the ability to recover deferred tax assets, our income\ntax provision would increase or decrease in the period in which the\nassessment is changed. We had a valuation allowance against net deferred\ntax assets of \\$13.9 billion and \\$14.0 billion as of December 31, 2021\nand 2022, respectively. In 2022, the increase in the valuation allowance\nwas primarily attributable to an increase in deferred tax assets\nresulting from the loss from operations, offset by the deferred tax\nimpact from the transfer of certain intangible assets among our\nwholly-owned subsidiaries.\n\n116\n\nThe indefinite carryforward period for net operating losses (\\\"NOLs\\\")\nmeans that indefinite-lived deferred tax liabilities can be considered\nas support for realization of deferred tax assets, which can affect the\nneed to record or maintain a valuation allowance for deferred tax\nassets. As of December 31, 2021, we realized approximately \\$1.2 billion\nof our U.S. federal and state deferred tax assets as a result of our\nindefinite-lived deferred tax liabilities being used as a source of\nincome."}, {"title": "uber.txt", "text": "As of December 31, 2022, we realized an immaterial amount of our\nU.S. federal and state deferred tax assets as a result of our\nindefinite-lived deferred tax liabilities being used as a source of\nincome.\n\nAs of December\u00a01, 2022, we had U.S. federal NOL carryforwards of \\$1.9\nbillion that begin to expire in 2031 and \\$12.1 billion that have an\nunlimited carryover period. As of December\u00a01, 2022, we had U.S. state\nNOL carryforwards of \\$9.4 billion that started expiring in 2022 and\n\\$2.0 billion that have an unlimited carryover period. As of December\u00a01,\n2022, we had foreign NOL carryforwards of \\$633 million that begin to\nexpire in 2023 and \\$17.7 billion that have an unlimited carryover\nperiod.\n\nAs of December\u00a01, 2022, we had U.S. federal research tax credit\ncarryforwards of \\$843 million that begin to expire in 2028. We had U.S.\nstate research tax credit carryforwards of \\$6 million that begin to\nexpire in 2032 and \\$609 million that have an unlimited carryover\nperiod.\n\nIn the event we experience an ownership change within the meaning of\nSection 382 of the Internal Revenue Code (\"RC\", our ability to utilize\nnet operating losses, tax credits and other tax attributes may be\nlimited. T"}, {"title": "uber.txt", "text": "he most recent analysis of our historical ownership changes\nwas completed through December\u00a01, 2022. Based on the analysis, we do not\nanticipate a current limitation on the tax attributes.\n\nThe following table reflects changes in gross unrecognized tax benefits\n(in millions):\n\n ---------------------------------------------------- -- ------------------------- -------- ------ ------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Unrecognized tax benefits at beginning of year \\$ 1,797\u00a0 \\$ 2,293\u00a0 \\$ 2,657\u00a0 \n Gross increases - current year tax positions353\u00a0 239\u00a0 814\u00a0 \n Gross increases - prior year tax positions 191\u00a0 134\u00a0 93\u00a0 \n Gross decreases - prior year tax positions \\(48\\) \\(9\\) \\(51\\) \n Gross decreases - settlements with tax authorities ---\u00a0 ---\u00a0 ---\u00a0 \n Unrecognized tax benefits at end of year \\$ 2,293\u00a0 \\$ 2,657\u00a0 \\$ 3,513\u00a0 \n ---------------------------------------------------- -- ------------------------- -------- ------ ------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --\n\nAs of December\u00a01, 2022, approximately \\$198 million of unrecognized tax\nbenefits, if recognized, would impact the effective tax rate. The\nremaining \\$3.3 billion of the unrecognized tax benefit"}, {"title": "uber.txt", "text": "s would not\nimpact the effective tax rate due to the valuation allowance against\ncertain deferred tax assets.\n\nWe recognize accrued interest and penalties related to unrecognized tax\nbenefits within the provision for income taxes in the consolidated\nstatements of operations. The amount of interest and penalties accrued\nas of December 31, 2021 and 2022 was \\$18 million and \\$21 million,\nrespectively.\n\nAlthough the timing of the resolution and/or closure of audits is highly\nuncertain, it is reasonably possible that the balance of gross\nunrecognized tax benefits could significantly change in the next 12\nmonths. Given the number of years remaining subject to examination and\nthe number of matters being examined, we are unable to estimate the full\nrange of possible adjustments to the balance of gross unrecognized tax\nbenefits. Any changes to unrecognized tax benefits recorded as of\nDecember\u00a01, 2022 that are reasonably possible to occur within the next\n12 months are not expected to be material.\n\nWe are subject to taxation in the U.S. and various state and foreign\njurisdictions. We are also under various state and other foreign income\ntax examinations. We believe that adequate amounts havebeen reserved in\nthese jurisdictions. To the extent we have tax attribute carryforwards,\nthe tax years in which the attribute was generated may still be adjusted\nupon examination by the federal, state or foreign tax authorities to the\nextent utilized in a future period.\n\nAs of December\u00a01, 2022, the open tax years for our major tax\njurisdictions are as follows:\n\n ---------------- -- ------------- -- -- -- -- -- --\n \n Jurisdiction Tax Years \n U.S. Federal 2011 - 2022 \n U.S. States 2005 - 2022 \n Brazil 2017 - 2022 \n Netherlands 2019 - 2022 \n United Kingdom 2013 - 2022 \n ---------------- -- ------------- -- -- -- -- -- --\n\nAs of December\u00a01, 2022, the amount of unrecognized deferred tax\nliability on the undistributed earnings from certain foreign\nsubsidiaries that we intend to indefinitely reinvest is not material.\n\n117\n\nNote 12 --Net Income (Loss) Per Share\n\nBasic net loss per share is computed by dividing net loss by the\nweighted-average number of common shares outstanding for"}, {"title": "uber.txt", "text": "the periods\npresented. Diluted net loss per share is computed by giving effect to\nall potential weighted average dilutive common stock. The dilutive\neffect of outstanding awards and convertible securities is reflected in\ndiluted net loss per share by application of the treasury stock method\nor if-converted method, as applicable.\n\nWe take into account the effect on consolidated net loss per share of\ndilutive securities of entities in which we hold equity interests that\nare accounted for using the equity method.\n\nThe following table sets forth the computation of basic and diluted net\nloss per share attributable to common stockholders (in millions, except\nshare amounts which are reflected in thousands, and per share amounts):\n\n --------------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --Year Ended December 31, \n 2020 2021 2022 \n [Basic net loss per share:]{.underline} \n Numerator \n Net loss including non-controlling interests \\$ (6,788) \\$ \\(570\\) \\$ (9,138)Net income (loss) attributable to non-controlling interests, net of tax \\(20\\) \\(74\\) 3\u00a0 \n Net loss attributable to common stockholders \\$ (6,768) \\$ \\(496\\) \\$ (9,141) \n Denominator \n Basic weighted-average common stock outstanding 1,752,960\u00a0 1,892,546\u00a0 1,972,131\u00a0 \n Basic net loss per share attributable to common stockholders (1) \\$ (3.86) \\$ (0.26) \\$ (4.64)"}, {"title": "uber.txt", "text": "[Diluted net loss per share:]{.underline} \n Numerator \n Net loss attributable to common stockholders \\$ (6,768) \\$ \\(496\\) \\$ (9,141) \n Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax ---\u00a0 \\(44\\) \\(41\\)Diluted net loss attributable to common stockholders \\$ (6,768) \\$ \\(540\\) \\$ (9,182) \n Denominator \n Number of shares used in basic net loss per share computation 1,752,960\u00a0 1,892,546\u00a0 1,972,131\u00a0 \n Weighted-average effect of potentially dilutive securities:Assumed redemption of Freight Holding convertible common shares, non-controlling interest ---\u00a0 2,973\u00a0 2,797\u00a0 \n \n Diluted weighted-average common stock outstanding 1,752,960\u00a0 1,895,519\u00a0 1,974,928\u00a0 \n Diluted net loss per share attributable to common stockholders (1) \\$ (3.86) \\$ (0.29) \\$ (4.65) \n --------------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- ---- -- -- -- -- --\n\n\\(1\\) Per share amounts are calculated using unrounded numbers and\ntherefore may not recalculate.\n\nEffective January 1, 2021, we early adopted ASU 2020-06 using the\nmodified retrospective approach. Upon adoption, we use the if-converted\nmethod and presume share settlement for our 2025 Convertible Notes and\nour non-interest bearing unsecured convertible notes related to the\nacquisition of Careem (\"areem Notes\" when calculating the dilutive\neffect of these notes.\n\nThe following potentially dilutive outstanding securities were excluded\nfrom the computation of diluted net loss per share because their effect\nwould have been anti-dilutive for the periods presented, or issuance of\nsuch shares is contingent upon the satisfaction of\n\n118\n\ncertain conditions which were not satisfied by the end of the period (in\nthousands):\n\n --------------------------------------------------------- -- ------------------------- -- ------ ---------- ------ -- ---------- -- -- -- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Year Ended December 31, \n 2020 2021 2022 \n Freight Holding contingently redeemable preferred stock 14,339\u00a0 10,070\u00a0 30,458\u00a0 \n Convertible notes 28,407\u00a0 21,740\u00a0 18,250\u00a0 \n RSUs 83,736\u00a0 71,461\u00a0 98,167\u00a0 \n Stock options 28,734\u00a0 24,253\u00a0 20,039\u00a0 \n Common stock subject to repurchase 28\u00a0 4,153\u00a0 2,606\u00a0 \n RSUs to settle fixed monetary awards 49---\u00a0 ---\u00a0 \n Shares committed under ESPP 2,451\u00a0 3,226\u00a0 3,878\u00a0 \n Warrants to purchase common stock 126\u00a0 73\u00a0 73\u00a0 \n Total 157,870\u00a0 134,976\u00a0 173,471\u00a0 \n --------------------------------------------------------- -- ------------------------- -- ------ ---------- ------ -- ---------- -- -- -- -- -- -- -- -- -- -- -- --\n\nNote 13 --Segment Information and Geographic Information\n\nWe determine our operating segments based on how the chief operating\ndecision maker (\"ODM\" manages the business, allocates resources, makes\noperating decisions and evaluates operating performance.\n\nDuring the second quarter of 2020, we changed the name of the Rides\nsegment to Mobility and the name of the Eats segment to Delivery. In\naddition, during the second quarter of 2020, we"}, {"title": "uber.txt", "text": "completed the\ndivestiture of our JUMP business (the \"UMP Divestiture\", which comprised\nsubstantially all of the operations of our Other Bets reportable\nsegment. Subsequent to the JUMP Divestiture, the Other Bets segment no\nlonger exists and the continuing activities previously included in the\nOther Bets segment are immaterial for all periods presented. Certain of\nthese other continuing business activities were migrated to our Mobility\nsegment, whose prior period results were not restated because such\nbusiness activities were immaterial. The other business activities that\nwere not migrated represent an \"ll other category separate from other\nreconciling items\"and are presented within the All Other caption. The\nhistorical results of the former Other Bets segment are included within\nthe All Other caption. Refer to Note 18 --Divestitures for further\ninformation regarding the JUMP Divestiture.\n\nIn January 2021, we sold our ATG Business to Aurora. Our ATG Business\nwas included in the ATG and Other Technology Programs segment prior to\nthis transaction. As a result of the sale, ATG and Other Technology\nPrograms segment was no longer a reportable segment. Beginning in the\nfirst quarter of 2021, results of ATG and Other Technology Programs are\nincluded within All Other. Refer to Note 18 --Divestitures for further\ninformation regarding the sale of our ATG Business.\n\nAs of December 31, 2022, our three operating and reportable segments are\nas follows:\n\n ---------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ---------- -- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------"}, {"title": "uber.txt", "text": "Segment DescriptionMobility Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising. Delivery Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery also includes offerings for grocery, alcohol and convenience store delivery as well as select other goods. Freight Freight connectsCarriers with Shipper' shipments available on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings.\n \n ---------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ---------- -- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------\n\nFor information about how our reportable segments derive revenue, as\nwell as revenue grouped by offerings and geographical region refer to\nNote 2 --Revenue.\n\n119\n\nOur segment operating performance measure is segment Adjusted EBITDA.\nThe CODM does not evaluate operating segments using asset information\nand, accordingly, we do not report asset information by segment. Segment\nAdjusted EBITDA is defined as revenue less the following expenses: cost\nof revenue, operations and support, sales and marketing, and general and\nadministrative and research and development expenses associated with our\nsegments. Segment Adjusted EBITDA also excludes non-cash items or items\nthat management does no"}, {"title": "uber.txt", "text": "t believe are reflective of our ongoing core\noperations (as shown in the table below).\n\nThe following table provides information about our segments and a\nreconciliation of total segment Adjusted EBITDA to loss from operations\n(in millions):\n\n ------------------------------------------------------------ -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n Segment Adjusted EBITDA: \n Mobility\\$ 1,169\u00a0 \\$ 1,596\u00a0 \\$ 3,299\u00a0 \n Delivery \\(873\\) \\(348\\) 551\u00a0 \n Freight \\(227\\) \\(130\\) ---\u00a0 \n All Other (1) \\(461\\) \\(11\\) ---\u00a0 \n Total Segment Adjusted EBITDA \\(392\\) 1,107\u00a0 3,850\u00a0 \n Reconciling items: \n Corporate G&A and Platform R&D (2), (3) (2,136)(1,881) (2,137) \n Depreciation and amortization \\(575\\) \\(902\\) \\(947\\) \n Stock-based compensation expense \\(827\\) (1,168) (1,793) \n Legal, tax, and regulatory reserve changes and settlements 35\u00a0 \\(526\\) \\(732\\) \n Goodwill and asset impairments/loss on sale of assets \\(317\\) \\(157\\) \\(25\\) \n Acquisition, financing and divestitures related expenses \\(86\\) \\(102\\) \\(46\\) \n Accelerated lease costs related to cease-use of ROU assets \\(102\\) \\(5\\) \\(6\\)"}, {"title": "uber.txt", "text": "COVID-19 response initiatives \\(106\\) \\(54\\) \\(1\\) \n Gain (loss) on lease arrangement, net 5\u00a0 ---\u00a0 \\(7\\) \n Restructuring and related charges, net \\(362\\) ---\u00a0 \\(2\\) \n Legacy auto insurance transfer (4) ---\u00a0 \\(103\\) ---\u00a0 \n Mass arbitration fees, net ---\u00a0 \\(43\\) 14\u00a0 \n Loss from operations \\$ (4,863) \\$ (3,834) \\$ (1,832) \n ------------------------------------------------------------ -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n\\(1\\) Includes historical results of ATG and Other Technology Programs\nand New Mobility.\n\n\\(2\\) Excluding stock-based compensation expense.\n\n\\(3\\) Includes costs that are not directly attributable to our\nreportable segments. Corporate G&A also includes certain shared costs\nsuch as finance, accounting, tax, human resources, information\ntechnology and legal costs. Platform R&D also includes mapping and\npayment technologies and support and development of the internal\ntechnology infrastructure. Our allocation methodology is periodically\nevaluated and may change.\n\n\\(4\\) Refer to Note 1 --Description of Business and Summary of\nSignificant Accounting Policies for further information.\n\n*Geographic Information*\n\nRevenue by geography is based on where the trip or shipment was\ncompleted or meal delivered. Long-lived assets, net includes property\nand equipment, net and operating lease right-of-use assets as well as\nthe same asset class included within assets held for sale on the\nconsolidated balance sheets. The following tab"}, {"title": "uber.txt", "text": "les set forth revenue and\nlong-lived assets, net by geographic area as of and for the years ended\nDecember 31, 2020, 2021 and 2022 (in millions):\n\n --------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --\n \n Year Ended December 31, \n 2020 2021 2022 \n United States \\$ 6,082\u00a0 \\$ 9,058\u00a0 \\$ 17,953\u00a0 \n United Kingdom (1) 637\u00a0 551\u00a0 4,215\u00a0 \n All other countries 4,420\u00a0 7,846\u00a0 9,709\u00a0 \n Total Revenue\\$ 11,139\u00a0 \\$ 17,455\u00a0 \\$ 31,877\u00a0 \n --------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --\n\n120\n\n\\(1\\) In 2022, we modified our arrangements in certain markets and, as a\nresult, concluded we are responsible for the provision of Mobility and\nDelivery services to end-users in those markets. In these markets, we\npresent revenue from end-users on a gross basis, as we control the\nservice provided by Drivers to end-users, while payments to Drivers in\nexchange for Mobility and Delivery services are recognized in cost of\nrevenue, exclusive of depreciation and amortization. Refer to Note 1\n--Description of Business and Summary of Significant Accounting Policies\nfor further information.\n\n ------------------------------ -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --\n \n As of December 31,"}, {"title": "uber.txt", "text": "2021 2022 \n United States \\$ 2,991\u00a0 \\$ 3,210\u00a0 \n All other countries 250\u00a0 321\u00a0 \n Total long-lived assets, net \\$ 3,241\u00a0 \\$ 3,531\u00a0 \n ------------------------------ -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --\n\nRevenue grouped by offerings and geographical region is included in Note\n2 --Revenue.\n\nNote 14 --Commitments and Contingencies\n\n*Contingencies*\n\nFrom time to time, we are a party to various claims, non-income tax\naudits and litigation in the normal course of business. As of December\n31, 2021 and 2022, we had recorded aggregate liabilities of \\$2.2\nbillion and \\$1.6 billion, respectively, of which \\$1.3 billion and\n\\$0.6 billion relate to non-income tax matters in accrued and other\ncurrent liabilities on the consolidated balance sheets for all of our\nlegal, regulatory and non-income tax matters that were probable and\nreasonably estimable.\n\nWe are currently party to various legal and regulatory matters that have\narisen in the normal course of business and include, among others,\nalleged independent contractor misclassification claims, Fair Credit\nReporting Act (\"CRA\" claims, alleged background check violations,\npricing and advertising claims, unfair competition claims, intellectual\nproperty claims, employment discrimination and other employment-related\nclaims, Telephone Consumer Protection Act (\"CPA\" claims, Americans with\nDisabilities Act (\"DA\" claims, data and privacy claims, securities\nclaims, antitrust claims, challenges to regulations, and other matters.\nWe have existing litigation, including class actions, Private Attorney\nGeneral Act lawsuits, arbitration claims, and governmental\nadministrative and audit proceedings, asserting claims by or on behalf\nof Drivers that Drivers are misclassified as independent contractors. In\nconnection with the enactment of California State Assembly Bill 5 (\"B5\",\nwe have received and expect to continue to receive - in California and\nin other jurisdictions - an increased number of misclassification\nclaims. With respect to our outstanding legal and r"}, {"title": "uber.txt", "text": "egulatory matters,\nbased on our current knowledge, we believe that the ultimate amount or\nrange of reasonably possible loss will not, either individually or in\nthe aggregate, have a material adverse effect on our business, financial\nposition, results of operations, or cash flows. The outcome of such\nlegal matters is inherently unpredictable and subject to significant\nuncertainties. If one or more of these matters were resolved against us\nfor amounts in excess of management\\'s expectations, our results of\noperations, financial condition or cash flows could be materially\nadversely affected.\n\n*Driver Classification*\n\n*California Attorney General Lawsuit*\n\nIn January 2020, AB5 went into effect. AB5 codifies a test to determine\nwhether a worker is an employee under California law. The test is\nreferred to as the \"BC\"test, and was originally handed down by the\nCalifornia Supreme Court in Dynamex Operations v. Superior Court in\n2018. Under the ABC test, workers performing services for a hiring\nentity are considered employees unless the hiring entity can demonstrate\nthree things: the worker (A) is free from the hiring entity' control,\n(B) performs work that is outside the usual course of the hiring entity'\nbusiness, and (C) customarily engages in the independent trade, work or\ntype of business performed for the hiring entity.\n\nOn May 5, 2020, the California Attorney General, in conjunction with the\ncity attorneys for San Francisco, Los Angeles and San Diego, filed a\ncomplaint in San Francisco Superior Court against Uber and Lyft, Inc.\n(\"yft\". The complaint alleges drivers are misclassified, and seeks an\ninjunction and monetary damages related to the alleged competitive\nadvantage caused by the alleged misclassification of drivers.\n\nOn August 10, 2020, the Court issued a preliminary injunction order,\nprohibiting us from classifying drivers as independent contractors and\nfrom violating various wage and hour laws. The injunction was stayed\npending appeal. On October 22, 2020, the Court of Appeal affirmed the\nlower court' ruling, and we filed a petition for review of the decision\nwith the California Supreme Court. The petition was based upon the\npassage of Proposition 22 by California voters in November 2020, and\nrequested that the Court of Appeal opinion be vacated because AB5'\napplication to Uber was superseded by Proposition 22.\n\nProposition 22 was a state ballot initi"}, {"title": "uber.txt", "text": "ative that provides a framework\nfor drivers that use platforms like ours to qualify as independent\nworkers. As a result of the passage of Proposition 22, Drivers are able\nto maintain their status as independent contractors under California\nlaw, and we and our competitors are required to comply with the\nprovisions of Proposition 22. Proposition 22 went into effect on\nDecember 16, 2020.\n\n121\n\nThe California Supreme Court declined the petition for review on\nFebruary 10, 2021. The lawsuit was returned to the trial court following\nthe appellate proceedings on February 22, 2021. On April 12, 2021, the\nCalifornia Attorney General, Uber and Lyft filed a stipulation to\ndissolve the preliminary injunction with the trial court. On April 16,\n2021, the trial court signed an order granting the stipulation. Although\nthe preliminary injunction has been dissolved, the lawsuit remains\nongoing relating to claims by the California Attorney General for\nperiods prior to enactment of Proposition 22. We have petitioned to stay\nthis matter pending coordination with other California employment\nrelated matters, which was granted and a coordination judge was\nassigned. Since the assignment of the coordinationjudge, the case has\nbeen stayed pending appeal of the denial of a motion to compel\narbitration. We intend to continue to vigorously defend ourselves. Our\nchances of success on the merits are still uncertain and any reasonably\npossible loss or range of loss cannot be estimated.\n\nIn addition, in January 2021, a petition was filed with the California\nSupreme Court by several drivers and a labor union alleging that\nProposition 22 is unconstitutional, which was denied. The same drivers\nand labor union have since filed a similar challenge in California\nSuperior Court, and in August 2021, the Alameda County Superior Court\nruled that Proposition 22 is unconstitutional. On September 21, 2021,\nthe State of California filed an appeal of that decision with the\nCalifornia Court of Appeal, and the Protect App-Based Drivers and\nServices organization, who intervened in the matter, has also filed an\nappeal. Oral argument was heard on December 13, 2022 and we await a\ndecision.\n\n*Massachusetts Attorney General Lawsuit*\n\nOn July 9, 2020, the Massachusetts Attorney General filed a complaint in\nSuffolk County Superior Court against Uber and Lyft. The complaint\nalleges Drivers are employees, and are enti"}, {"title": "uber.txt", "text": "tled to protections under the\nwage and labor laws. The complaint was served on July 20, 2020 and Uber\nfiled a motion to dismiss the complaint on September 24, 2020, which was\ndenied on March 25, 2021. A summary judgment motion was filed in\nSeptember 2021, and we filed a motion in which we argue that the motion\nis premature. The court granted our motion to defer the summary judgment\nmotion on January 12, 2022 and summary judgment papers will be fully\nbriefed by August 29, 2023. Our chances of success on the merits are\nstill uncertain and any reasonably possible loss or range of loss cannot\nbe estimated.\n\n*New York Attorney General*\n\nThe New York Attorney General has alleged misclassification of drivers\nand related employment violations in New York by Uber as well as fraud\nrelated to certain deductions. The ultimate resolution of this matter is\nuncertain and the amount accrued for those matters is recorded within\naccrued and other current liabilities on the consolidated balance sheets\nas of December\u00a01, 2022.\n\n*Swiss Social Security Rulings*\n\nSeveral Swiss administrative bodies have issued decisions in which they\nclassify Drivers as employees of Uber Switzerland, Rasier Operations\nB.V. or of Uber B.V. for social security or labor purposes. We are\nchallenging each of them before the Social Security and Administrative\nTribunals.\n\nIn April 2021, a ruling was made that Uber Switzerland could not be held\nliable for social security contributions. The litigations with regards\nto Uber B.V. and Rasier Operations B.V. are still pending for years 2014\nto 2021. In January 2022, the Social Security Tribunal of Zurich\nreclassified drivers who have used the App in 2014 as dependent workers\nof Uber B.V. and Rasier Operations B.V. from a social security\nstandpoint, but this ruling has been appealed before the Federal\nTribunal and has no impact on our current operations. On June 3, 2022,\nthe Federal Tribunal issued two rulings by which both Drivers and\nCouriers in the Canton of Geneva are classified as employees of Uber BV,\nUber Portier B.V. and Uber Switzerland GmbH.\n\nFollowing this ruling, we received a request for information from the\nSVA Z\u00fcich that states that couriers shall be considered employees for\nsocial security purposes since the launch of Uber Eats. The ultimate\nresolution of the matters before the social security authorities is\nuncertain and the amount accrued for t"}, {"title": "uber.txt", "text": "hose matters is recorded within\naccrued and other current liabilities on the consolidated balance sheets\nas of December\u00a01, 2022.\n\n*Aslam, Farrar, Hoy and Mithu v. Uber B.V., Uber Britannia Ltd. and Uber\nLondon Ltd.*\n\nOn October 28, 2015, a claim by 25 Drivers, including Mr. Y. Aslam and\nMr. J. Farrar, was brought in the UK Employment Tribunal against us\nasserting that they should be classified as \"orkers\"(a separate category\nbetween independent contractors and employees) in the UK rather than\nindependent contractors. The tribunal ruled on October 28, 2016 that\nDrivers were workers whenever our App is switched on and they are ready\nand able to take trips based on an assessment of the App in July 2016.\nThe Court of Appeal rejected our appeal in a majority decision on\nDecember 19, 2018. We appealed to the Supreme Court and a hearing at the\nSupreme Court took place in July 2020.\n\nOn February 19, 2021, the Supreme Court of the UK upheld the tribunal\nruling that the Drivers using the App in 2016 were workers for UK\nemployment law purposes. Damages include back pay including holiday pay\nand minimum wage, which will be assessed and quantified at a future\nhearing.\n\nOn March 16, 2021, we announced that more than 70,000 drivers in the UK\nwill be treated as workers, earning at least the National Living Wage\nwhen driving with Uber. They will also be paid for holiday time and all\nthose eligible will be automatically\n\n122\n\nenrolled into a pension plan. We have also completed a settlement\nprocess with drivers in the UK to proactively resolve historical claims\nrelating to their classification under UK law. Our portal for drivers to\nregister for a settlement of historical holiday pay and national minimum\nwage liabilities closed on July 22, 2021 and we have extended offers to\nall drivers eligible for settlement who are not already represented by\nan attorney and have made payments to the drivers who accepted our\noffers. Compensation hearings will take place for claimants who have not\nsettled their historic claims, where the tribunal will assess our\nposition on the correct approach to working time, expenses, and holiday\npay.\n\nOn June 23, 2021, we received a compliance notice from the UK pension\nregulator to facilitate our auto-enrollment implementation. We have\ncompleted the enrollment of eligible drivers in the UK into a pension\nplan. While the ultimate resolution of these matt"}, {"title": "uber.txt", "text": "ers is uncertain, we\nhave recorded an accrual for these matters within accrued and other\ncurrent liabilities on the consolidated balance sheets as of December\u00a01,\n2022.\n\n*Spain Labor Audits*\n\nLabor authorities in Spain opened audits reviewing the classification\nstatus of Couriers (in particular with regards to social security\ncontributions). We have received assessments as of December 31, 2022. We\nwill proceed (or have proceeded) to appeal to the Court of First\nInstance for each of them. There are ongoing audits for which we have\nnot yet received an assessment. Our chances of success on the merits are\nstill uncertain and any reasonably possible loss or range of loss cannot\nbe estimated for these ongoing audits.\n\n*Other Driver Classification Matters*\n\nAdditionally, we have received other lawsuits and governmental inquiries\nin other jurisdictions, and anticipate future claims, lawsuits,\narbitration proceedings, administrative actions, and government\ninvestigations and audits challenging our classification of Drivers as\nindependent contractors and not employees. We believe that our current\nand historical approach to classification is supported by the law and\nintend to continue to defend ourselves vigorously in these matters.\nHowever, the results of litigation and arbitration are inherently\nunpredictable and legal proceedings related to these claims,\nindividually or in the aggregate, could have a material impact on our\nbusiness, financial condition, results of operations and cash flows.\nRegardless of the outcome, litigation and arbitration of these matters\ncan have an adverse impact on us because of defense and settlement costs\nindividually and in the aggregate, diversion of management resources and\nother factors.\n\n*State Unemployment Taxes*\n\n*New Jersey Department of Labor*\n\nIn 2018, the New Jersey Department of Labor (\"JDOL\" opened an audit\nreviewing whether Drivers were independent contractors or employees for\npurposes of determining whether unemployment insurance regulations apply\nfrom 2014 through 2018. The NJDOL made an assessment on November 12,\n2019, against both Rasier and Uber. Both assessments were calculated\nthrough November 15, 2019, but only calculated the alleged\ncontributions, penalties, and interests owed from 2014 through 2018. The\nNJDOL has provided several assessments from February through October\n2021. We have submitted payment for the princi"}, {"title": "uber.txt", "text": "pal revised amount of the\nassessment and have since reached agreement on and paid the remaining\namounts allegedly owed from 2014 through 2018.\n\nThe NJDOL has expressed its intention to audit later years. The ultimate\nresolution of the matter is uncertain and the amount accrued for those\nmatters is recorded within accrued and other current liabilities on the\nconsolidated balance sheets as of December\u00a01, 2022.\n\n*California Employment Development Department*\n\nIn 2014, the California employment development department (\"A EDD\"\nopened an audit to review whether drivers should be treated as employees\nor independent contractors. The department issued an assessment in 2016\nfor the periods of 2013 - 2015 and we have since reached an agreement\nwith the CA EDD for this period. In 2022, we have received requests for\ninformation related to an audit of a subsequent period, which covers the\nfourth quarter of 2017 through the fourth quarter of 2020. We have also\nreceived an audit for years 2018 - 2020 covering couriers who used the\nPostmates platform. The ultimate resolution of the matter is uncertain\nand the amount accrued for those matters is recorded within accrued and\nother current liabilitieson the consolidated balance sheets as of\nDecember\u00a01, 2022.\n\n*New York Department of Labor*\n\nIn February 2020, the New York Department of Labor (\"YDOL\" opened an\naudit reviewing whether Drivers were independent contractors or\nemployees for purposes of determining whether unemployment insurance\nregulations apply from 2013 through 2020. The NYDOL issued an assessment\nin November 2022, against Uber. The ultimate resolution of the matter is\nuncertain and the amount accrued for those matters is recorded within\naccrued and other current liabilities on the consolidated balance sheets\nas of December\u00a01, 2022.\n\n*Non-Income Tax Matters*\n\nWe recorded an estimated liability for contingencies related to\nnon-income tax matters and are under audit by various domestic and\nforeign tax authorities with regard to such matters.\n\n123\n\nThe subject matter of these contingent liabilities and non-income tax\naudits primarily arise from the characterization for tax purposes of the\ntransactions on the platform, as well as the tax treatment of certain\nemployee benefits and employment taxes related to our Drivers and\nCouriers. In jurisdictions with disputes connected to transactions on\nthe platform, disputes invo"}, {"title": "uber.txt", "text": "lve the applicability of transactional taxes\n(such as sales tax, VAT, GST and similar taxes) or gross receipts taxes.\nIn jurisdictions with disputes connected to employment taxes, disputes\ninvolve the applicability of withholding taxes related to employment\ntaxes or back-up withholding on payments made to Drivers, Couriers, and\nMerchants.\n\nOur estimated liability is inherently subjective due to the complexity\nand uncertainty of these matters and the judicial processes in certain\njurisdictions; therefore, the final outcome could be materially\ndifferent from the estimated liability recorded.\n\nOn October 31, 2022, we settled our UK VAT dispute with the HMRC, the UK\ntax regulator, for all periods prior to March 14, 2022. As a result of\nthe settlement agreement, these prior periods are closed to assessment\nand Uber made a payment of \\$733 million (GBP 613 million) in the fourth\nquarter of 2022 for this resolution.\n\nAs of March 14, 2022, we modified our operating model in the UK, such\nthat as of that date Uber UK is a merchant of transportation and is\nrequired to remit VAT. Uber UK is remitting VAT under the Value Added\n(Tour Operators) Order 1987 (\"AT Order 1987\", which allows for VAT\nremittance on a calculated margin, rather than on Gross Bookings. As\npart of our ongoing discussions with HMRC, they have indicated that they\nare reviewing our VAT filings. The HMRC may disagree with our\napplication of VAT Order 1987, but due to the complexity and uncertainty\nof these matters and the judicial processes, any reasonably possible\nloss or range of loss cannot be estimated.\n\n*Other Legal and Regulatory Matters*\n\nWe have been and continue to be subject to various government inquiries\nand investigations surrounding the legality of certain of our business\npractices, compliance with antitrust, anti-bribery and anti-corruption\nlaws (including Foreign Corrupt Practices Act) and other global\nregulatory requirements, labor laws, securities laws, data protection\nand privacy laws, consumer protection laws, environmental laws, and the\ninfringement of certain intellectual property rights. We have\ninvestigated and continue to investigate many of these matters and we\nare implementing a number of recommendations to our managerial,\noperational and compliance practices, as well as strengthening our\noverall governance structure. In many cases, we are unable to predict\nthe outcomes and imp"}, {"title": "uber.txt", "text": "lications of these inquiries and investigations on\nour business which could be time consuming, costly to investigate and\nrequire significant management attention. Furthermore, the outcome of\nthese inquiries and investigations could negatively impact our business,\nreputation, financial condition and operating results, including\npossible fines and penalties and requiring changes to operational\nactivities and procedures.\n\n*Indemnifications*\n\nIn the ordinary course of business, we often include standard\nindemnification provisions in our arrangements with third parties.\nPursuant to these provisions, we may be obligated to indemnify such\nparties for losses or claims suffered or incurred in connection with\ntheir activities or non-compliance with certain representations and\nwarranties made by us. In addition, we have entered into indemnification\nagreements with our officers, directors, and certain current and former\nemployees, and our certificate of incorporation and bylaws contain\ncertain indemnification obligations. It is not possible to determine the\nmaximum potential loss under these indemnification provisions /\nobligations because of the unique facts and circumstances involved in\neachparticular situation.\n\nNote 15 --Variable Interest Entities\n\nVIEs are legal entities that lack sufficient equity to finance their\nactivities without future subordinated financial support.\n\n*Consolidated VIEs*\n\nWe consolidate VIEs in which we hold a variable interest and are the\nprimary beneficiary. We are the primary beneficiary because we have the\npower to direct the activities that most significantly impact the\neconomic performance of these VIEs. As a result, we consolidate the\nassets and liabilities of these consolidated VIEs.\n\nTotal assets included on the consolidated balance sheets for our\nconsolidated VIEs as of December 31, 2021 and 2022 were \\$3.9 billion\nand \\$3.9 billion, respectively. Total liabilities included on the\nconsolidated balance sheets for these VIEs as of December 31, 2021 and\n2022 were \\$1.0 billion and \\$789 million, respectively.\n\n*Freight Holding*\n\nIn July 2018, we created a new majority-owned subsidiary, Uber Freight\nHolding Corporation (\"reight Holding\". The purpose of Freight Holding is\nto perform the business activities of the Freight operating segment. The\nFreight Holding stock held by us was determined to be a variable\ninterest.\n\nIn October 2020, Fr"}, {"title": "uber.txt", "text": "eight Holding entered into a Series A preferred stock\npurchase agreement (\"020 Freight Series A Preferred Stock Purchase\nAgreement\" with outside investor (\"020 Freight Series A Investor\" to\nsell shares of Series A Preferred Stock (\"reight Series A\".\n\nIn July 2021, we entered into a Freight Series A preferred stock\npurchase agreement and sold shares of Freight Series A to The Public\nInvestment Fund, which is an investor in Uber.\n\n124\n\nIn November 2021, Freight Holding entered into a series A-1 stock\npurchase agreement (\"021 Series A-1 Preferred Stock Purchase Agreement\"\nwith outside investors (\"reight Series A-1 Investors\" to sell shares of\nSeries A-1 convertible preferred stock of Freight Holding (\"reight\nSeries A-1\". Neither the Freight Series A or Freight Series A-1\ninvestments changed the conclusion that Freight Holding is a\nconsolidated VIE. As of December 31, 2021 and 2022, we continue to own\nthe majority of the issued and outstanding capital stock of Freight\nHolding and report non-controlling interest as further described in Note\n16 --Non-Controlling Interests.\n\n*Divestiture of ATG Business and Aurora Investments*\n\nIn 2019, we contributed certain of our subsidiaries and certain assets\nand liabilities related to our autonomous vehicle technologies\n(excluding liabilities arising from certain indemnification obligations\nrelated to the Levandowski arbitration and any remediation costs\nassociated with certain obligations that may arise as a result of the\nWaymo settlement) to Apparate in exchange for common units representing\n100% ownership interest in Apparate. Subsequent to the formation of\nApparate, Apparate entered into a Class A Preferred Unit Purchase\nAgreement (\"referred Unit Purchase Agreement\" with SVF Yellow (USA)\nCorporation (\"oftBank\", Toyota Motor North America, Inc. (\"oyota\", and\nDENSO International America, Inc. (\"ENSO\". Preferred units were issued\nin 2019 to SoftBank, Toyota, and DENSO and provided the investors with\nan aggregate 13.8% initial ownership interest in Apparate on an\nas-converted basis. The common units held by us in Apparate were\ndetermined to be a variable interest. The purpose of Apparate was to\ndevelop and commercialize autonomous vehicle and ridesharing\ntechnologies and Apparate' results were part of All Other. Refer to Note\n13 --Segment Information and Geographic Information for further\ninformation.\n\nAs of December 31, 2020"}, {"title": "uber.txt", "text": ", we consolidated the ATG Business'assets and\nliabilities and reported non-controlling interests.\n\nIn January 2021, we completed the sale of the ATG Business to Aurora.\nRefer to the section titled \"nconsolidated VIEs\"below for additional\ninformation on Aurora. Refer to Note 18 --Divestitures for further\ninformation on the sale of the ATG Business.\n\n*Careem Qatar and Morocco*\n\nOn January 2, 2020, we completed the acquisition of substantially all of\nthe assets of Careem and certain of its subsidiaries pursuant to an\nasset purchase agreement (the \"sset Purchase Agreement\" in countries\nwhere regulatory approval was obtained or which did not require\nregulatory approval. The assets and operations in Qatar and Morocco\n(collectively \"on-Transferred Countries\" had not yet been transferred to\nus as of the purchase date. The purpose of the Careem Qatar and Morocco'\noperations is to provide primarily ridesharing services in each\nrespective country. Although the assets and operations of the\nNon-Transferred Countries were not transferred as of the purchase date,\nwe had rights to all residual interests in the entities comprising the\nNon-Transferred Countries which was considered a variable interest. We\nwere exposed to losses and residual returns of the entities comprising\nthe Non-Transferred Countries through the right to all of the proceeds\nfrom either the divestiture or the eventual legal transfer upon\nregulatory approval of the entities comprising the Non-Transferred\nCountries. We controlled Intellectual Properties (\"P\" which are\nsignificant for the business of Non-Transferred Countries and\nsub-license those IP to the Non-Transferred Countries. Each entity that\ncomprised the Non-Transferred Countries met the definition of a VIE and\nwe were the primary beneficiary of each of the entities comprising the\nNon-Transferred Countries.\n\nOn September 21, 2021, ownership of Careem' operations in Morocco was\nfully transferred to us. As of December 31, 2021, the assets and\noperations in Careem Qatar had not been transferred to us. We are\nexposed to losses and residual returns of the Careem Qatar entity\nthrough the right to all of the proceeds from either the divestiture or\nthe eventual legal transfer, upon regulatory approval, of the Careem\nQatar entity. We were the primary beneficiary and consolidated Careem\nQatar as of December 31, 2021.\n\nIn October 2022, Qatar' Court of Cassatio"}, {"title": "uber.txt", "text": "n rejected our final appeal for\nthe proposed acquisition of the assets and operations of Careem Qatar.\nHowever, we continue to be the primary beneficiary of Careem Qatar and\nas a result, we consolidated Careem Qatar as of December 31, 2022.\n\n*Unconsolidated VIEs*\n\nWe do not consolidate VIEs in which we hold a variable interest but are\nnot the primary beneficiary because we lack the power to direct the\nactivities that most significantly impact the entities'economic\nperformance. Our carrying amount of assets recognized on the\nconsolidated balance sheets related to unconsolidated VIEs were \\$598\nmillion and \\$548 million as of December 31, 2021 and 2022,\nrespectively, and represents our maximum exposure to loss associated\nwith the unconsolidated VIEs.\n\n*Zomato*\n\n125\n\nZomato is incorporated in India with the purposes of providing food\ndelivery services. On January 21, 2020, we acquired compulsorily\nconvertible cumulative preference shares (\"CPS Preferred Shares\" of\nZomato valued at \\$171 million in exchange for Uber' food delivery\noperations in India (\"ber Eats India\", and a note receivable valued at\n\\$35 million for reimbursement of goods and services tax. As of December\n31, 2020, ourinvestment in the CCPS Preferred Shares of Zomato\nrepresented 9.99% of the voting capital upon conversion to ordinary\nshares. Zomato was a VIE as it lacked sufficient equity to finance its\nactivities without future subordinated financial support. We were\nexposed to Zomato' economic risks and rewards through our investment and\nnote receivable which represent variable interests, and the carrying\nvalues of these variable interests reflect our maximum exposure to loss.\nHowever, we were not the primary beneficiary because neither the\ninvestment in CCPS Preferred Shares nor the note receivable provide us\nwith the power to direct the activities that most significantly impact\nZomato' economic performance. Refer to Note 18 --Divestitures for\nfurther information regarding Zomato and the divestiture of Uber Eats\nIndia.\n\nDuring the second quarter of 2021, the outstanding note receivable was\npaid. During the third quarter of 2021, we determined Zomato is no\nlonger a VIE as it is sufficiently capitalized as a result of its IPO in\nIndia during July 2021. During the third quarter of 2022, we completed\nthe sale of our entire stake in Zomato ordinary shares. Refer to Note 3\n--Investments and Fair V"}, {"title": "uber.txt", "text": "alue Measurement for further information.\n\n*Lime*\n\nNeutron Holdings, Inc. (\"ime\" is incorporated in Delaware for the\npurpose of owning and operating a fleet of dockless e-bikes and\ne-scooters for short-term access use by consumers for personal\ntransportation. On May 7, 2020, we entered into the JUMP Divestiture and\nreceived the 2020 Lime Investments. Refer to Note 18 --Divestitures for\nfurther information on the JUMP Divestiture and the 2020 Lime\nInvestments. We are exposed to Lime' economic risks and rewards through\nour ownership of the 2020 Lime Investments, which represent variable\ninterests.\n\n*Cornershop: CS-Mexico*\n\nAs of December 31, 2020, Cornershop Cayman' (\"ornershop\" business\noperations in Mexico (\"S-Mexico\" were determined to be a variable\ninterest. We were exposed to CS-Mexico' economic risks and rewards\nthrough: the CS-Mexico Put/Call; an immaterial unsecured note; the\ncontractual rights to 35% of contingent sale proceeds from CS-Mexico\nunder certain conditions; and a market-based fee related to the\ntransition services agreement, all of which represented variable\ninterests held by Uber. However, we were not the primary beneficiary and\nwe did not consolidate CS-Mexico.In December 2020, we received approval from Mexico' antitrust regulator\nto complete the CS-Mexico transaction. On January 11, 2021, Cornershop\nGlobal (\"S-Global\", an entity which held all of Cornershop business\noperations, except for those in Mexico, exercised a call option and\nacquired 100% of the outstanding equity interest in CS-Mexico. We owned\n55% of CS-Mexico through our ownership in CS-Global. The acquisition of\nCS-Mexico by CS-Global triggered a reconsideration event and we\nreevaluated if CS-Mexico still met the definition of a VIE. As of\nDecember 31, 2021, we determined that CS-Mexico was no longer a VIE when\nit was acquired by CS-Global, which has sufficient equity to operate\nwithout the need for subordinated financial support. Refer to Note 17\n--Business Combinations for further information.\n\n126\n\n*Aurora*\n\nIn January 2021, we sold our ATG Business to Aurora. After the sale, we\nheld equity interests in Aurora through our Aurora Investments. As of\nDecember\u00a01, 2021, our Aurora Investments had a fair value of \\$3.4\nbillion within investments on the consolidated balance sheet. Refer Note\n3 --Investments and Fair Value Measurement for additional information\nregarding the acc"}, {"title": "uber.txt", "text": "ounting for our Aurora Investments and Note 18\n--Divestitures for additional information regarding the sale of our ATG\nBusiness.\n\nAfter the sale in January 2021, we initially determined Aurora was a VIE\nas it lacked sufficient equity to finance its activities without future\nsubordinated financial support. We were exposed to Aurora' economic\nrisks and rewards through our equity interests, which represented\nvariable interests. On November 3, 2021, Aurora completed its planned\nSPAC merger with Reinvent Technology Partners Y, making Aurora a\npublicly traded company post combination, which triggered a\nreconsideration event. We reevaluated if Aurora still met the definition\nof a VIE and determined that Aurora was no longer a VIE when it\ncompleted its SPAC merger given it had sufficient equity to operate\nwithout the need for subordinated financial support.\n\n*Moove*\n\nOn February 12, 2021 (the \"oove Closing Date\", we entered into and\ncompleted a series of agreements with Garment Investments S.L. dba Moove\n(\"oove\", a vehicle fleet operator in Spain, including (i) an equity\ninvestment, through preferred shares, in which Uber acquired a 30%\nminority interest in Moove from its current shareholders at closing and\nup to approximately \\$185 million contingent on future performance of\nMoove and certain other conditions through the eighth anniversary of the\nagreement, (ii) a term loan of \\$213 million to Moove, due February\n2026, and (iii) a commercial partnership agreement. Also included in the\nagreements is an option for us to purchase common stock of Moove at fair\nvalue, beginning two years after the Moove Close Date. After this series\nof agreements, Moove is considered a related party.\n\nOur equity investment in Moove, through preferred shares, is accounted\nfor as an investment in non-marketable equity securities included in\ninvestments on the consolidated balance sheets. The term loan, \\$215\nmillion as of December 31, 2022, is accounted for as a loan receivable,\ncarried at amortized cost, and included in other assets on the\nconsolidated balance sheet. Refer to Note 3 --Investments and Fair Value\nMeasurement, Assets Measured at Fair Value on a Non-Recurring Basis, for\nadditional information regarding our non-marketable equity securities.\n\nMoove is a VIE as it lacks sufficient equity to finance its activities\nwithout future subordinated financial support. We are exposed to"}, {"title": "uber.txt", "text": "Moove'\neconomic risks and rewards through our equity investment, the term loan\nand commercial partnership agreement, which represent variable\ninterests.\n\n127\n\nNote 16 --Non-Controlling Interests\n\nWe have several consolidated subsidiaries that have issued common stock\nand preferred stock or preferred units to third party investors,\nrepresenting non-controlling interests. As of December 31, 2021 and\n2022, the amounts of non-controlling interests represented by\nsubsidiaries'preferred units and preferred stock were \\$1.0 billion and\n\\$1.3 billion, respectively.\n\n*ATG Investment: Preferred Unit Purchase Agreement*\n\nDuring 2019, we closed a Preferred Unit Purchase Agreement with\nSoftBank, Toyota, and DENSO (collectively \"he Investors\" for purchase by\nthe Investors of Class A Preferred Units (\"referred Units\" in Apparate.\nApparate, a subsidiary of ours, issued 1.0 million Preferred Units at\n\\$1,000 per unit to the Investors for an aggregate consideration of\n\\$1.0 billion (\\$400 million from Toyota, \\$333 million from SoftBank,\nand \\$267 million from DENSO). As of December 31, 2020, the Preferred\nUnits represented an aggregate 14.2% ownership interest in Apparate on\nan as-converted basis and we retained the remaining 85.8% ownership\ninterest.\n\nAt the option of the Investors, the Preferred Units were convertible\ninto common units of Apparate, initially on a one-for-one basis but\nsubject to potential adjustment, as defined by the Preferred Unit\nPurchase Agreement at any time. The Preferred Units were entitled to\ncertain distributions, including primarily dividends which are payable\nin cash or in-kind (at Apparate\\'s discretion), and accrue quarterly,\ncompounded on the last day of each quarter at a 4.5% annual rate. The\nPreferred Units were entitled to distributions upon the occurrence of a\nsale or liquidation of Apparate representing an amount that is equal to\nthe greater of (i) the original investment plus any accrued but unpaid\namounts, and (ii) their share of distributions assuming conversion to\ncommon units of Apparate immediately prior to the sale or liquidation\nevent. The quarterly dividend, along with any attributed prorated share\nof Apparate' net income (if applicable), were included in net income\n(loss) attributable to non-controlling interests, net of tax in our\nconsolidated statements of operations. The Preferred Units did not\nparticipate in net losses due"}, {"title": "uber.txt", "text": "to a liquidation preference.\n\n*SoftBank' Preferred Units*\n\nSoftBank' Preferred Units included the option to put to us all, but not\nless than all, of its initial investment in Preferred Units at a price\nequal to the number of SoftBank' Preferred Units multiplied by the\ngreater of (i) the original investment plus any accrued but unpaid\namounts per unit and (ii) the fair value of the Preferred Units at the\ntime of conversion (the \"ut/Call Price\". In addition, we also had the\noption to call all, but not less than all, of the Preferred Units held\nby SoftBank at the Put/Call Price. The put and call were determined to\nbe embedded features within the SoftBank Preferred Units since they were\nnot separately exercisable or legally detached from the SoftBank\nPreferred Units. As of December 31, 2020, the SoftBank Preferred Units\nwere classified as redeemable non-controlling interests in our\nconsolidated financial statements and reported at the Put/Call Price\nwhich was determined as of the balance sheet date.\n\n*Toyota and DENSO' Preferred Units*\n\nAs of December 31, 2020, the Toyota and DENSO Preferred Units were\nclassified as non-redeemable non-controlling interests as these units\nwere not subject to any mandatory redemption rights or redemption rights\nthat are outside our control.\n\n*Divestiture of ATG Business to Aurora*\n\nOn January 19, 2021, we completed the previously announced sale of our\nATG Business to Aurora. As a result, our controlling interest and the\nnon-controlling interests in the ATG Business were settled and ownership\nof the ATG Business transferred to Aurora. We derecognized the carrying\nvalue of non-controlling interests in the ATG Business of \\$1.1 billion,\nwhich included Toyota and DENSO non-redeemable non-controlling interests\nof \\$701 million and Softbank' redeemable non-controlling interests of\n\\$356 million. Refer to Note 18 --Divestitures for further information.\n\n*Freight Holding*\n\nAs of December 31, 2021 and 2022, we owned 78% and 74%, respectively, of\nthe issued and outstanding capital stock of our subsidiary Freight\nHolding, or 75% and 73%, respectively, on a fully-diluted basis if all\ncommon shares reserved for issuance under our Freight Holding employee\nincentive plan were issued and outstanding.\n\nIn May 2022, Freight Holding adopted the 2022 Freight Holding Equity\nIncentive Plan (the \"022 Freight Holding Plan\". The 2022 Freight Holding\nPlan"}, {"title": "uber.txt", "text": "serves as the successor to the 2018 Holding Equity Incentive Plan\n(the \"018 Freight Holding Plan\". Awards previously granted under the\n2018 Freight Holding Plan remain outstanding and governed by the terms\nof the 2018 Freight Holding Plan.\n\nAs of December\u00a01, 2021 under the 2018 Freight Holding Plan a total\nnumber of 99.8 million shares of Freight Holding were reserved, of which\n85.0 million shares were available for grant and issuance.\n\nAs of December\u00a01, 2022 under the 2022 Freight Holding Plan a total\nnumber of 85.1 million shares of Freight Holding were reserved, of which\n39.4 million shares were available for grant and issuance.\n\nThe redeemable non-controlling interest of Freight Holding is not\naccreted to redemption value because it is currently not probable that\nthe non-controlling interest will become redeemable.\n\n128\n\n*Holders of Common Stock of Freight Holding*\n\nThe minority common stockholders of our subsidiary Freight Holding,\nincluding any holders of common equity awards issued under the employee\nequity incentive plans and employees who hold fully vested shares, have\nput rights to sell certain of their equity interests at fair value to us\nat specified periods of time that terminates upon the earliest of the\nclosing of a liquidation transaction or an IPO of the subsidiary. Should\nthe put rights be exercised, they can be satisfied in either cash, Uber\nstock, or a combination of cash and Uber stock based upon our election.\nAs of December 31, 2021 and 2022, the minority common stockholders\nownership in Freight Holding is classified as a redeemable\nnon-controlling interest, because it is redeemable on an event that is\nnot solely in our control.\n\nWe attribute the pro rata share of the Freight Holding' net income or\nloss available to holders of common stock to the redeemable\nnon-controlling interests generated from common shares of Freight\nHolding based on the outstanding ownership of the minority shareholders\nof common shares during the period.\n\n*Freight Series A Preferred Stock*\n\nIn October 2020, Freight Holding entered into a 2020 Freight Series A\nPreferred Stock Purchase Agreement with a 2020 Freight Series A\nInvestor. Pursuant to the 2020 Freight Series A Preferred Stock Purchase\nAgreement, the 2020 Freight Series A Investor agreed to invest an\naggregate of \\$500 million in Freight Holding, which occurred over two\nclosings, subject to customary clos"}, {"title": "uber.txt", "text": "ing conditions.\n\nThe 2020 Freight Series A Investor had the option to purchase additional\nshares in tranches of at least \\$50 million at a time at the initial\npurchase price for two years following initial closing up to an\nadditional aggregate \\$250 million. This right to continue to invest at\nthe initial price over two years is a forward obligation classified was\na liability measured at fair value which was initially valued using a\ntwo-year discount rate and was immaterial. We maintain majority\nownership of the issued and outstanding capital stock of Freight Holding\nfollowing such additional investment. Upon the passage of two years from\ninitial close, the 2020 Freight Series A Investor must purchase and\nFreight Holding must issue any remaining unissued additional shares at\nthe purchase price. The 2020 Freight Series A Investor holds two seats\non the Freight Holding board of directors as of December 31, 2022.\n\nIn October 2020, the initial closing occurred pursuant to the 2020\nFreight Series A Preferred Stock Purchase Agreement and 2020 Freight\nSeries A Investor invested \\$250 million in exchange for 124.7 million\nshares of Freight Series A preferred stock, representing approximately\n8% ownership interest on a fully diluted basis.\n\nIn August 2022, the second closing occurred pursuant to the Freight\nSeries A Preferred Stock Purchase Agreement and the 2020 Freight Series\nA Investor invested an additional \\$250 million in exchange for 124.7\nmillion shares of Freight Series A preferred stock. The 2020 Freight\nSeries A Investor is considered a related party to Freight Holding.\n\nWe do not attribute the pro rata share of the Freight Holding' loss to\nthe redeemable non-controlling interests in Series A Preferred shares of\nFreight Holding because these shares are entitled to a liquidation\npreference and therefore do not participate in losses that would cause\ntheir interest to be below the liquidation preference. Upon liquidation,\nthese Freight Series A preferred stock are entitled to the greater of\neither (i) a 1.5x liquidation preference on their initial investment, as\nwell as 6% continuously compounding cumulative dividends that will be\npaid before any distribution to common shareholders or (ii) the fair\nvalue of their investment (the \"reight Series A Liquidation Preference\".\nThe dividend, along with any attributed prorated share of Freight\nHolding' net income (if"}, {"title": "uber.txt", "text": "applicable), are included in net income (loss)\nattributable to non-controlling interests, net of tax in our\nconsolidated statements of operations.\n\nThe 2020 Freight Series A Investor' Freight Series A preferred stock may\nbe called by us at our option after the passage of five years at the\nFreight Series A Liquidation Preference. Beginning after three years, if\na series of events occur including Freight Holding not consummating an\nIPO, 2020 Freight Series A Investor' Freight Series A preferred stock\ncould become redeemable at the Freight Series A Liquidation Preference\nupon the passage of five years. Upon redemption, the 2020 Freight Series\nA Investor' Freight Series A preferred stock would be settled in either\ncash or Uber common shares at our option.\n\nIn July 2021, we entered into a Series A preferred stock purchase\nagreement and sold shares of Freight Holding\\'s Series A Preferred Stock\nto The Public Investment Fund, which is an investor in Uber,\nrepresenting 4% ownership interest on a fully diluted basis at the time\nof the sale. As of December 31, 2021 and 2022, the Freight Series A\npreferred stock held by the Public Investment Fund were classified as\nnon-redeemable non-controlling interests as these shares of preferred\nstock are not subject to any mandatory redemption rights or redemption\nrights that are outside our control.\n\n*Freight Series A-1 Preferred Stock*\n\n129\n\nIn November 2021, Freight Holding entered into a 2021 Series A-1\nPreferred Stock Purchase Agreement with Freight Series A-1 Investors.\nPursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the\nFreight Series A-1 Investors agreed to invest an aggregate of \\$550\nmillion in Freight Holding in exchange for Freight Series A-1 preferred\nstock. The purchase and sale of the Freight Series A-1 preferred stock\ntook place concurrently with the closing of the Transplace acquisition.\nRefer to Note 17 --Business Combinations for additional information on\nthe Transplace acquisition.\n\nFreight Series A-1 Investors have basic rights and preferences which\nprimarily include: one vote per share; conversion rights to common\nshares; 6% cumulative dividend preference and liquidation preference (a\n1.0x liquidation preference of original issuance price plus cumulative\nunpaid dividends). The accruing dividends are compounding annually, and\nare only payable when dividends are declared by Freight Holding'"}, {"title": "uber.txt", "text": "Board.\nThe dividend, along with any attributed prorated share of Freight\nHolding' net income (if applicable), are included in net income (loss)\nattributable to non-controlling interests, net of tax in our\nconsolidated statements of operations. As of December 31, 2021 and 2022,\nthe Freight Series A-1 preferred stock held by the Freight Series A-1\nInvestors were classified as non-redeemable non-controlling interests as\nthese shares of preferred stock are not subject to any mandatory\nredemption rights or redemption rights that are outside our control.\n\n*Cornershop*\n\nOn July 6, 2020, we closed the acquisition of a 55% controlling\nownership interest in CS-Global. Refer to Note 17 --Business\nCombinations for further information. As of December 31, 2020, the\nnon-controlling interest in CS-Global was classified as redeemable\nnon-controlling interest because it is subject to a put/call agreement\nwhich was not solely in our control to exercise. At each balance sheet\ndate, the redeemable non-controlling interest was measured using a\ndiscounted cash flow methodology and the carrying value was adjusted if\nthe fair value was higher than the carrying value. The initial fair\nvalue, as of the acquisition date of July 6, 2020, was \\$290 million.\nThere were no fair value adjustments to CS-Global'\u00a0edeemable\nnon-controlling interest during the year ended December 31, 2020. As of\nDecember 31, 2020, Cornershop' financial results were consolidated in\nour consolidated financial statements given our majority ownership\ninterest.\n\nOn January 11, 2021, CS-Global exercised a call option and acquired 100%\nof the outstanding equity interest in CS-Mexico, which increased the\nredeemable non-controlling interest. In August 2021, we acquired the\nminority shareholders\\' interests in CS-Global in an all-stock\ntransaction and CS-Global became a wholly-owned subsidiary of ours. We\nderecognized the carrying value of redeemable non-controlling interests\nin CS-Global of \\$1.3 billion. Refer to Note 17 --Business Combinations\nfor further information.\n\nNote 17 --Business Combinations\n\n*Careem*\n\nOn January\u00a0, 2020, we completed the acquisition of substantially all of\nthe assets of Careem. Dubai-based Careem was founded in 2012, and\nprovides primarily ridesharing and to a lesser extent meal delivery, and\npayments services to millions of users in cities across the Middle East,\nNorth Africa, and Pakistan."}, {"title": "uber.txt", "text": "The acquisition was accounted for as a\nbusiness combination and advances our strategy of having a leading\nridesharing category position in every major region of the world in\nwhich we operate and effect cost and technology synergies for the rest\nof Uber' Mobility business. On September\u00a01, 2021, ownership of Careem'\noperations in Morocco was fully transferred to us. As of December 31,\n2021 and 2022, ownership of Careem' operations in Qatar had not be\ntransferred to us; however the results of operations and net assets were\nfully consolidated as variable interest entities. Refer to Note 15\n--Variable Interest Entities for further information.\n\nThe acquisition date fair value of the consideration transferred for\nCareem was \\$3.0 billion, which consisted of the following (in\nmillions):\n\n -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --\n \n Fair Value \n Cash paid on January 2, 2020\\$ 1,326\u00a0 \n Non-interest bearing unsecured convertible notes 1,634\u00a0 \n Transaction costs paid on January 2, 2020 on behalf of Careem 39\u00a0 \n Contingent cash consideration 1\u00a0 \n Stock-based compensation awards attributable to pre-combination services 3\u00a0 \n Total consideration \\$ 3,003\u00a0 \n -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --\n\nThe fair value of the Careem Notes was determined as a sum of the\ndiscounted cash flow (\"CF\" method (for the present value of the\nprincipal amount of the Careem Notes) and the Black-Scholes option\npricing model (to value the conversion option). The significant\nunobservable inputs used in the fair value measurement include discount\nrates of 5.14% to 5.19% for the principal amount of the Careem Notes and\nfor the conversion option an expected volatilit"}, {"title": "uber.txt", "text": "y of 42.1% to 44.1%,\ninterest rates of 1.53% to 1.57%, and dividend yield of 0%. We issued\nthe Careem Notes in different tranches with \\$880 million of the\nprincipal amount of the Careem Notes issued on January\u00a0, 2020 and\nsettled in cash on April\u00a0, 2020. Each tranche of the Careem Notes is due\nand payable 90 days once issued. The holders of the Careem Notes may\nelect to convert the full outstanding principal balance to Class A\ncommon stock at a conversion price of \\$55 per share of Uber\nTechnologies, Inc. at any time prior to maturity. The discount from the\nCareem Notes face value to fair value will be accreted through the\nrespective repayment dates as interest expense.\n\n130\n\nDuring the year ended December\u00a01, 2021, certain holders of the Careem\nNotes elected to convert their notes and as a result of such elections,\n\\$539 million of the principal amount of the Careem Notes matured, of\nwhich \\$307 million were settled in cash and \\$232 million were settled\nin equity. During the year ended December 31, 2022, certain holders of\nthe Careem Notes elected to convert their notes, resulting in immaterial\namounts settled in cash and equity.\n\nThe remaining amount of the Careem Notes is recognized as a commitment\nto issue unsecured convertible notes at fair value in accrued and other\ncurrent liabilities of \\$152 million as of December\u00a01, 2022. The amount\nof accretion for the years ended December 31, 2021 and 2022 was not\nmaterial.\n\n*Careem: Acquisition Date Fair Value*\n\nThe following table summarizes the fair value of assets acquired and\nliabilities assumed as of the date of acquisition (in millions):\n\n ----------------------------- -- ------------ -------- -- -- -- -- --\n \n Fair Value \n Current assets \\$ 43\u00a0 \n Goodwill 2,483\u00a0 \n Intangible assets 540\u00a0 \n Other long-term assets 77\u00a0 \n Total assets acquired 3,143\u00a0 \n Current liabilities \\(108\\) \n Deferred tax liability \\(13\\) \n Other long-term liabilities \\(19\\) \n Total li"}, {"title": "uber.txt", "text": "abilities assumed \\(140\\) \n Net assets acquired \\$ 3,003\u00a0 \n ----------------------------- -- ------------ -------- -- -- -- -- --\n\nThe excess of purchase consideration over the fair value of net tangible\nand identifiable intangible assets acquired was recorded as goodwill\nwhich is not deductible for tax purposes. Goodwill is primarily\nattributed to the assembled workforce of Careem and anticipated\noperational synergies. Goodwill was recorded in our Mobility segment.\nThe fair values assigned to tangible and identifiable intangible assets\nacquired and liabilities assumed are based on management' estimates and\nassumptions at the time of acquisition.\n\nThe following table sets forth the components of identifiable intangible\nassets acquired and their estimated useful lives as of the date of\nacquisition (in millions, except years):\n\n ---------------------- -- ------------ ------ ------------------------------------------------ ---- ---- -- -- -- -- -- -- -- --\n \n Fair Value Weighted Average Remaining Useful Life - Years \n Rider relationships \\$ 270\u00a0 15 \n Captains network 40\u00a0 1 \n Developed technology 110\u00a0 4 \n Trade names 120\u00a0 10 \n Total \\$ 540\u00a0 \n ---------------------- -- ------------ ------ ------------------------------------------------ ---- ---- -- -- -- -- -- -- -- --\n\nRider relationships represent the fair value of the underlying\nrelationships with Careem riders. Captains network represents the fair\nvalue of the underlying network with Careem drivers (called \"aptains\".\nDeveloped technology represents the fair value of Careem' technology.\nTrade names relate to the \"areem\"trade name, trad"}, {"title": "uber.txt", "text": "emarks, and domain\nnames. The overall weighted average useful life of the identified\namortizable intangible assets acquired is ten years.\n\nTangible net assets were valued at their respective carrying amounts as\nof the acquisition date, as we believe that these amounts approximate\ntheir current fair values. We believe the amounts of purchased\nintangible assets recorded above represent the fair values of, and\napproximate the amounts a market participant would pay for, these\nintangible assets as of January\u00a0, 2020.\n\nThe Asset Purchase Agreement provides for specific indemnities to us in\nrelation to value added tax obligations and other tax reserves of\ncertain jurisdictions which reflect potential tax liabilities. We\nrecognized \\$64 million of indemnification assets on the same basis as\nthe tax reserves at January\u00a0, 2020, which is recorded as other assets\nand other liabilities on our consolidated balance sheet. Settlements of\nthese tax reserves, if any, will be funded by the indemnification asset.\n\nThe results of the acquired operations were included in our consolidated\nfinancial statements from the date of acquisition, January\u00a0, 2020. For\nthe period from January\u00a0, 2020 through December1, 2020, Careem\ncontributed to a loss before income taxes of \\$218 million. Revenue for\nthe period from January\u00a0, 2020 through December\u00a01, 2020 were not\nmaterial.\n\n*Cornershop*\n\n131\n\nIn 2019, as a strategic move of entering into grocery delivery market,\nwe agreed to purchase a controlling interest in Cornershop Cayman\n(\"ornershop\", operating an online grocery delivery platform primarily in\nChile and Mexico. During 2019, we made an initial investment of \\$50\nmillion (the \"nitial Cornershop Investment\". The remaining investment\nwas subject to antitrust approval of the countries where Cornershop\noperates.\n\nDuring the second quarter of 2020, we received regulatory approvals,\nexcept for Mexico. As a result, we and Cornershop amended the terms of\nthe agreement in order for Uber to acquire Cornershop' business\noperations, except for those in Mexico. Immediately prior to the\ntransaction close, Cornershop was restructured such that the Mexico\noperations were held in Cornershop Technologies LLC and its wholly-owned\nsubsidiary (collectively referred to as \"S-Mexico\", while all of the\nremaining Cornershop operations were to be held in the newly created\nCS-Global entity.\n\nOn July\u00a0, 2020, we ac"}, {"title": "uber.txt", "text": "quired 55% controlling interest in CS-Global, an\nentity which held all of Cornershop' business operations, except for\nthose in Mexico. This transaction resulted in an Uber direct capital\ncontribution of \\$200 million, which included the Initial Cornershop\nInvestment and notes receivable, to CS-Global and a payment of \\$179\nmillion to tendering shareholders, paid in a combination of cash and\n2,055,038 shares of our common stock. The Initial Cornershop Investment\nwas remeasured immediately prior to the acquisition of CS-Global, and\nbased on the Cornershop business value and Uber' pre-acquisition\nownership percentage, the new value was not materially different from\nthe previously recognized amount. Thus, the Initial Cornershop\nInvestment was determined at the original \\$50 million. In exchange for\nthe consideration transferred, we received 15,642,523 Preferred C\nMembership Interests in CS-Global, representing 55% of the outstanding\nmembership interests. As a result, we obtained the controlling financial\ninterest in CS-Global and accounted for the acquisition as a business\ncombination. Concurrent with the CS-Global acquisition transaction,\nUber, Cornershop and CS-Global entered into aput/call arrangement over\nthe non-controlling interest in CS-Global, providing CS-Global with the\nright through the call option (and obligation through the put option\nheld by Cornershop) to purchase all of the interests in CS-Mexico,\ncontingent upon the receipt of regulatory approval in Mexico (\"S-Mexico\nPut/Call\". Upon either the exercise of the call option (by CS-Global) or\nthe put option (by Cornershop), CS-Global would acquire 100% of the\noutstanding equity interests in CS-Mexico. Uber would make a direct\ncapital contribution to CS-Global and a payment to the tendering\nshareholder, totaling \\$94 million, in exchange for 55% outstanding\nequity interest in CS-Mexico. The CS-Mexico Put/Call, which was\nexercisable in 5 years if there is no IPO or liquidation event, at a\nfuture negotiated price, was accounted for separately from the\nacquisition, and was included in other current assets on the\nconsolidated balance sheet as of December\u00a01, 2020.\n\nThe acquisition date fair value of the consideration transferred for\nCS-Global was \\$362 million, which consisted of the following (in\nmillions):\n\n ---------------------------------------- -- ------------ ------ -- -- -- -- --"}, {"title": "uber.txt", "text": "Fair Value \n Initial Cornershop Investment \\$ 50\u00a0 \n Notes receivable 10\u00a0 \n Cash paid 253\u00a0 \n Tender offer paid in Uber common stock 67\u00a0 \n Total consideration transferred 380\u00a0 \n Less: CS-Mexico Put/Call \\(18\\) \n Total consideration \\$ 362\u00a0 \n ---------------------------------------- -- ------------ ------ -- -- -- -- --\n\nThe following table summarizes the fair value of assets acquired and\nliabilities assumed as of the date of acquisition (in millions):\n\n -------------------------------------------- -- ------------ ------ -- -- -- -- --\n \n Fair Value \n Current assets\\$ 204\u00a0 \n Goodwill 384\u00a0 \n Intangible assets 122\u00a0 \n Other long-term assets 11\u00a0 \n Total assets acquired 721\u00a0 \n Current liabilities \\(34\\) \n Deferred tax liability \\(33\\) \n Other long-term liabilities \\(2\\) \n Total liabilities assumed \\(69\\) \n Less: Redeemable non-controlling interests \\(290\\) \n Net assets acquired \\$ 362\u00a0 \n -------------------------------------------- -- ------------ ------ -- -- -- -- --\n\nThe excess of purchase consideration over the fair value of net tangible\nand identifiable intangible assets acquired was recorded as goodwill\nwhich is not deductible for tax purposes. Goodwill is primarily\nattributed to the anticipated operational synergies. Goodwill\n\n132\n\nwas recorded in our Delivery segment. The fair values assigned to\ntangible and identifiable intangible assets acquired and liabilities\nassumed are based on management\\'s estimates and assumptions at the time\nof acquisition, and are updated to reflect the most recent changes.\n\nThe fair value of the redeemable non-controlling interests of \\$290\nmillion was estimated based on the non-controlling interest' respective\nshare of the CS-Global enterprise value.\n\nThe following table sets forth the components of identifiable intangible\nassets acquired and their estimated useful lives as of the date of\nacquisition (in millions, except years):\n\n ----------------------- -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --\n \n Fair Value Weighted Average Remaining Useful Life - Years \n Vendor relationship \\$ 20\u00a0 15 \n Sh"}, {"title": "uber.txt", "text": "opper relationship 1\u00a0 1 \n Customer relationship 14\u00a0 5 \n Developed technology 58\u00a0 4 \n Trade names 29\u00a0 5 \n Total \\$ 122\u00a0 \n ----------------------- -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --\n\nVendor, shopper and customer relationships represent the fair value of\nthe underlying relationships with Cornershop vendors (such as grocery\nstores and supermarkets), shoppers and end-users. Developed technology\nrepresents the fair value of the technologies and systems behind\nCS-Global' grocery delivery application. Trade names relate to the\n\"ornershop\"trade name, trademarks, and domain names. The overall\nweighted average useful life of the identified amortizable intangible\nassets acquired is six years.\n\nTangible net assets were valued at their respective carrying amounts as\nof the acquisition date, as we believe that these amounts approximate\ntheir current fair values. We believe the amounts of purchased\nintangible assets recorded above represent the fair values of, and\napproximate the amounts a market participant would pay for, these\nintangible assets as of July\u00a0, 2020.\n\nThe results of CS-Global were included in our consolidated financial\nstatements from the date of acquisition, July\u00a0, 2020. For the period\nfrom July\u00a0, 2020 through December\u00a01, 2020, CS-Global contributed an\nimmaterial amount of revenue and loss before taxes.\n\nIn December 2020, we received approval from Mexico' antitrust regulator\nto complete the CS-Mexico transaction. On January\u00a01, 2021, CS-Global\nexercised the call option through the CS-Mexico Put/Call agreement and\nacquired 100% of the outstanding equity interest in CS-Mexico, and we\nowned 55% of CS-Mexico through our ownership in CS-Global. The\nacquisition of CS-Mexico was accounted for as a business combination.\nThe acquisition date fair value of the consideration transferred fo"}, {"title": "uber.txt", "text": "r\nCS-Mexico was immaterial, and consisted of a combination of cash payment\nand equity payment in Uber common stock and the fair value of the\nCS-Mexico Put/Call remeasured at the acquisition date. As a result of\nremeasuring our prior CS-Mexico Put/Call held immediately prior to the\nbusiness combination, we recognized an immaterial loss during the year\nended December\u00a01, 2021. The loss was included in other income (expense),\nnet in the consolidated statement of operations.\n\nIn August 2021, we completed the acquisition of the remaining 45%\nownership interest (or 47%, on a fully-diluted basis) in Cornershop in\nan all-stock transaction. As consideration for our acquisition of the\nremaining non-controlling interest, we issued 25 million shares of our\ncommon stock, including 4.6 million restricted shares issued to certain\nCornershop employees. In addition, we issued 4 million stock options to\nreplace assumed outstanding stock options. These replacement stock\noptions attributable to post-acquisition service were included in our\noption activity and were recognized as stock-based compensation expense.\n\nThe acquisition was accounted for as an equity transaction, as we\npreviously controlled andconsolidated Cornershop. Accordingly, we did\nnot recognize a gain or loss in our consolidated statement of operations\nduring the year ended December 31, 2021. In connection with this\nacquisition, the previously recognized non-controlling interest was\nderecognized. Following this transaction, Cornershop became our\nwholly-owned subsidiary.\n\nThe total purchase price was determined to be \\$967 million, based on\nthe number of shares issued and Uber' share price on the closing date.\nThe fair value of the 4.6 million restricted shares issued to certain\nCornershop employees was determined to be \\$202 million. These shares\nare restricted and contingent on the employees'continuing employment at\nthe combined company for three years, beginning in August 2021. These\nrestricted shares are considered compensation for post-combination\nservices and will be recognized as stock-based compensation expense\nratably over three years.\n\n*Postmates*\n\nOn July\u00a0, 2020, we entered into an Agreement and Plan of Merger to\nacquire 100% ownership interest in Postmates, an on-demand delivery\nplatform in the U.S.\n\nOn December\u00a0, 2020, we completed the acquisition of Postmates, bringing\ntogether our global Mobility an"}, {"title": "uber.txt", "text": "d Delivery platform with\nPostmates'distinctive delivery business in the U.S. As a result of the\ntransaction, we obtained ownership interest in Postmates\n\n133\n\nthrough our voting rights, and the transaction was accounted for as a\nbusiness combination. The acquisition date fair value of the\nconsideration transferred for Postmates was approximately \\$3.9 billion,\nwhich consisted of the following (in millions):\n\n -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --\n \n Fair Value \n Uber common stock transferred \\$ 3,494\u00a0 \n Note receivable 100\u00a0 \n Stock-based compensation awards attributable to pre-combination services 308\u00a0 \n Total consideration \\$ 3,902\u00a0 \n -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --\n\nThe fair value of the \\$3.5 billion common stock issued (70 million\nshares of our common stock), as consideration transferred was determined\non the basis of the closing market price of our common stock on the\nacquisition date. We determined the fair value of the equity awards for\nstock options assumed using a Black-Scholes option pricing model with\nthe applicable assumptions as of the acquisition date. The fair value of\nequity awards for RSUs was determined by using the closing market price\nof our common stock on the acquisition date adjusted by an exchange\nratio.\n\nThe following table summarizes the fair value of assets acquired and\nliabilities assumed as of the date of acquisition (in millions):\n\n --------------------------------------- -- ------------ -------- -- -- -- -- --\n \n Fair Value \n Cash and cash equivalents \\$ 52\u00a0 \n Other current assets"}, {"title": "uber.txt", "text": "58\u00a0 \n Goodwill 3,330\u00a0 \n Intangible assets 1,015\u00a0 \n Other long-term assets 57\u00a0 \n Total assets acquired 4,512\u00a0 \n Accounts payable \\(109\\) \n Accrued and other current liabilities \\(458\\) \n Deferred tax liability \\(9\\) \n Other long-term liabilities \\(34\\) \n Total liabilities assumed \\(610\\) \n Net assets acquired \\$ 3,902\u00a0 \n --------------------------------------- -- ------------ -------- -- -- -- -- --\n\nThe excess of purchase consideration over the fair value of net tangible\nand identifiable intangible assets acquired was recorded as goodwill,\nwhich is not deductible for tax purposes. Goodwill is primarily\nattributed to the assembled workforce of Postmates and anticipated\noperational synergies. Goodwill was assigned to our Delivery segment.\nThe fair values assigned to tangible and identifiable intangible assets\nacquired and liabilities assumed are based on management' estimates and\nassumptions at the time of acquisition.\n\nThe following table sets forth the components of identifiable intangible\nassets acquired and their estimated useful lives as of the date of\nacquisition (in millions, except years):\n\n ----------------------- -- ------------ -------- ------------------------------------------------ ----- --- -- -- -- -- -- -- -- --\n \n Fair Value Weighted Average Remaining Useful Life - Years \n Merchant relationship \\$ 260\u00a0 7 \n Fleet relationship 110\u00a0 1.5 \n Consumer relationship 280"}, {"title": "uber.txt", "text": "5 \n Developed technology 280\u00a0 2 \n Trade names 30\u00a0 3 \n IPR&D 55\u00a0 N/A \n Total \\$ 1,015\u00a0 \n ----------------------- -- ------------ -------- ------------------------------------------------ ----- --- -- -- -- -- -- -- -- --\n\nConsumer, merchant and fleet relationships represent the fair value of\nthe underlying relationships with merchants (such as restaurants),\nPostmates end-users, and Postmates couriers (referred to as \"leet\".\nDeveloped technology represents the fair value of Postmates'technology.\nTrade names relate to the \"ostmates\"trade name, trademarks, and domain\nnames. The overall weighted average useful life of the identified\namortizable intangible assets acquired is four years.\n\nTangible net assets were valued at their respective carrying amounts as\nof the acquisition date, as these amounts approximate their fair values.\n\n134\n\nThe results of Postmates were included in our consolidated financial\nstatements from the date of acquisition, December 1, 2020. For the\nperiod from December\u00a0, 2020 through December\u00a01, 2020, Postmates\ncontributed an immaterial amount of revenue and loss before taxes.\n\nDuring the fourth quarter of 2021, we finalized our estimate of the\nacquisition date fair values of the assets acquired and the liabilities\nassumed for Postmates. As a result, during the year ended December 31,\n2021, we recorded measurement period adjustments of \\$181 million net,\nto accrued and other current liabilities and deferred tax liability,\nwith a corresponding increase to goodwill.\n\n*Drizly*\n\nOn February\u00a0, 2021, we entered into an Agreement and Plan of\nReorganization to acquire 100% ownership interest in Drizly, an\non-demand alcohol marketplace in North America.\n\nOn October\u00a02, 2021, we completed the acquisition of Drizly, allowing us\nto expand alcohol offerings in our Delivery business. The acquisition of\nDrizly was accounted for as a business combination. The acquisition date\nfair value of the"}, {"title": "uber.txt", "text": "consideration transferred for Drizly was approximately\n\\$943 million, which consisted of the following (in millions):\n\n -------------------------------------------------------------------------- -- ------------ ------ -- -- -- -- --\n \n Fair Value \n Common stock issued \\$ 881\u00a0 \n Cash 42\u00a0 \n Stock-based compensation awards attributable to pre-combination services 20\u00a0 \n Total consideration \\$ 943\u00a0 \n -------------------------------------------------------------------------- -- ------------ ------ -- -- -- -- --\n\nThe fair value of the \\$881 million common stock issued (19 million\nshares of our common stock), as consideration transferred was determined\non the basis of the closing market price of our common stock on the\nacquisition date.\n\nThe following table summarizes the fair value of assets acquired and\nliabilities assumed as of the date of acquisition (in millions):\n\n --------------------------- -- ------------ ------ -- -- -- -- --\n \n Fair Value \n Current assets \\$ 50\u00a0 \n Goodwill 619\u00a0 \n Intangible assets 395\u00a0 \n Other long-term assets 7\u00a0 \n Total assets acquired 1,071\u00a0 \n Current liabilities \\(44\\) \n Deferred tax liability \\(79\\) \n Non-current liabilities \\(5\\) \n Total liabilities assumed \\(128\\) \n Net assets acquired \\$ 943\u00a0 \n --------------------------- -- ------------ ------ -- -- -- -- --\n\nThe excess of purchase consideration over the fair value of net tangible\nand id"}, {"title": "uber.txt", "text": "entifiable intangible assets acquired was recorded as goodwill,\nwhich is not deductible for tax purposes. Goodwill is primarily\nattributed to the assembled workforce of Drizly and anticipated\noperational synergies. Goodwill was assigned to our Delivery segment.\nThe fair values assigned to tangible and identifiable intangible assets\nacquired and liabilities assumed are based on management' estimates and\nassumptions at the time of acquisition. Tangible net assets were valued\nat their respective carrying amounts as of the acquisition date, as\nthese amounts approximate their fair values.\n\nThe following table sets forth the components of identifiable intangible\nassets acquired and their estimated useful lives as of the date of\nacquisition (in millions, except years):\n\n ------------------------- -- ------------ ------ ------------------------------------------------ ---- --- -- -- -- -- -- -- -- --\n \n Fair Value Weighted Average Remaining Useful Life - Years \n Consumer relationship\\$ 60\u00a0 5 \n Retailer relationship 90\u00a0 10 \n Advertiser relationship 140\u00a0 12 \n Developed technology 75\u00a0 3 \n Trade names 30\u00a0 6 \n Total \\$ 395\u00a0 \n ------------------------- -- ------------ ------ ------------------------------------------------ ---- --- -- -- -- -- -- -- -- --\n\n135\n\nConsumer, retailer, and advertiser relationships represent the fair\nvalue of the underlying relationships with Drizly end-users, retailers\n(such as liquor stores), and advertisers. Developed technology\nrepresents the fair value of Drizly' advertising management platform.\nTrade names relate to the \"rizly\"t"}, {"title": "uber.txt", "text": "rade name, trademarks, and domain\nnames. The overall weighted average useful life of the identified\namortizable intangible assets acquired is eight years.\n\nThe results of Drizly were included in our consolidated financial\nstatements from the date of acquisition, October 12, 2021. For the\nperiod from October 12, 2021 through December\u00a01, 2021, Drizly\ncontributed an immaterial amount of revenue and loss before taxes.\n\n*Transplace*\n\nOn July\u00a01, 2021, we entered into a Stock Purchase Agreement to acquire\n100% ownership interest in Transplace, a leading transportation\nmanagement and third-party logistics provider in North America.\n\nOn November\u00a02, 2021, we completed the acquisition of Transplace in an\nall-cash transaction, allowing us to expand our Uber Freight business\nthrough Transplace' expertise in transportation management. The\nacquisition of Transplace was accounted for as a business combination.\nThe acquisition date fair value of the consideration transferred for\nTransplace was \\$2.3 billion.\n\nThe following table summarizes the fair value of assets acquired and\nliabilities assumed as of the date of acquisition (in millions):\n\n ------------------------------------------- -- ------------ -------- -- -- -- -- --\n \n Fair Value \n Cash and cash equivalents \\$ 29\u00a0 \n Accounts receivable, net 899\u00a0 \n Prepaid expenses and other current assets 23\u00a0 \n Property and equipment, net 44\u00a0 \n Operating lease right-of-use assets 57\u00a0 \n Intangible assets, net 902\u00a0 \n Goodwill 1,438\u00a0 \n Other assets 3\u00a0 \n Total assets acquired 3,395\u00a0 \n Accounts payable \\(516\\) \n Operating lease liabilities, current \\(7\\) \n Accrued and other current liabilities \\(363\\)"}, {"title": "uber.txt", "text": "Operating lease liabilities, non-current \\(66\\) \n Deferred tax liability \\(163\\) \n Other long-term liabilities \\(1\\) \n Total liabilities assumed (1,116) \n Net assets acquired \\$ 2,279\u00a0 \n ------------------------------------------- -- ------------ -------- -- -- -- -- --\n\nThe excess of purchase consideration over the fair value of net tangible\nand identifiable intangible assets acquired was recorded as goodwill.\nGoodwill is primarily attributed to the assembled workforce of\nTransplace and anticipated operational synergies. Goodwill was assigned\nto our Freight segment. The fair values assigned to tangible and\nidentifiable intangible assets acquired and liabilities assumed are\nbased on management' estimates and assumptions at the time of\nacquisition.\n\nThe following table sets forth the components of identifiable intangible\nassets acquired and their estimated useful lives as of the date of\nacquisition (in millions, except years):\n\n ------------------------ -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --\n \n Fair Value Weighted Average Remaining Useful Life - Years \n Consumer relationships \\$ 530\u00a0 12 \n Developed technology 363\u00a0 7 \n Trade names 9\u00a0 2 \n Total \\$ 902\u00a0 \n ------------------------ -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --\n\nCustomer relationships represent the fair value of the underlying\nrelationships with Transplace customers who utilize their logistics\nservices. Developed technology represent"}, {"title": "uber.txt", "text": "s the fair value of Transplace'\ncustomer facing technology platforms. Trade names relate to the\n\"ransplace\"trade name, trademarks, and domain names. The overall\nweighted average useful life of the identified amortizable intangible\nassets acquired is ten years.\n\n136\n\nThe results of Transplace were included in our consolidated financial\nstatements from the date of acquisition, November\u00a02, 2021. For the\nperiod from November\u00a02, 2021 through December\u00a01, 2021, Transplace\ncontributed \\$684 million of revenue and an immaterial amount of loss\nbefore taxes.\n\n*Certain Unaudited Pro Forma Information*\n\nThe following unaudited pro forma financial information presents what\nour results would have been had we acquired Careem, CS-Global, Postmates\nand Transplace in the beginning of the applicable comparable prior\nannual reporting period. The 2020 pro forma includes full year results\nfor: our 2020 acquisitions (Careem, CS-Global and Postmates) as well as\nTransplace. The 2021 pro forma includes full year results for\nTransplace. The unaudited pro forma information presented below is for\ninformational purposes only and is not necessarily indicative of our\nconsolidated results of operations of the consolidated business had the\nacquisitions actually occurred at the beginning of applicable comparable\nprior reporting period or of the results of our future operations of the\nconsolidated business.\n\n ---------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --\n \n Year Ended December 31, \n *(In millions)* 2020 2021 \n \n (Unaudited) \n Revenue \\$ 15,158\u00a0 \\$ 21,764\u00a0 \n Net loss including non-contr"}, {"title": "uber.txt", "text": "olling interests (7,342) \\(700\\) \n ---------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --\n\nThe pro forma financial information primarily includes adjustments to\nnet loss including non-controlling interests to reflect the additional\namortization that would have been recorded assuming the fair value\nadjustments to intangible assets had been applied from the beginning of\napplicable comparable prior reporting period, with the related tax\neffects.\n\nNote 18 --Divestitures\n\nDuring the years ended December 31, 2020, 2021 and 2022, we completed\nthe following divestitures:\n\n\u2022In 2020, divestitures consisted of the sale of our Uber Eats India\noperations, the disposition of all assets of our JUMP business, and the\nsale of our European Freight business to Sennder.\n\n\u2022In 2021, divestitures consisted of the sale of our ATG Business, a\nsubsidiary focused on the development and commercialization of\nautonomous vehicle technology, to Aurora.\n\nThe gains (losses) associated with these divestitures were included in\nother income (expense), net in the consolidated statements of\noperations.\n\n*Divestiture of Uber Eats India to Zomato*\n\nOn January 21, 2020, we entered into a definitive agreement and\ncompleted the divestiture of Uber Eats India to Zomato in exchange for\n(i) CCPS Preferred Shares of Zomato convertible into ordinary shares\nrepresenting, when converted, 9.99% of the total voting capital of\nZomato and (ii) a non-interest bearing note receivable to be repaid over\nthe course of four years for reimbursement by Zomato of goods and\nservices tax. The estimated fair value of the consideration received\nincluded the investment valued at \\$171\u00a0illion and the \\$35\u00a0illion of\nreimbursement of goods and services tax receivable from Zomato. As of\nDecember 31, 2021, we had collected substantially all of the receivable.\nThe fair value of the CCPS Preferred Shares was based primarily on the\nobserved transaction price for a similar security issued to new\ninvestors in close proximity to the time of our transaction with Zomato.\nThe transaction resulted in a gain on disposal of \\$154\u00a0illion\nrecognized in other income (expense), net in the consolidated statements\nof operations during the first quarter of 2020. The income tax effect of\nthe s"}, {"title": "uber.txt", "text": "ale was not material. The divestiture of Uber Eats India did not\nrepresent a strategic shift that would have had a major effect on our\noperations and financial results, and therefore does not qualify for\nreporting as a discontinued operation for financial statement purposes.\n\n*Divestiture of JUMP and Investment in Lime*\n\nOn May 7, 2020, we entered into a series of transactions and agreements\nwith Lime to divest our JUMP business (the \"UMP Divestiture\". Lime is\nincorporated in Delaware for the purpose of owning and operating a fleet\nof dockless e-bikes and e-scooters for short-term access use by\nconsumers for personal transportation. We previously held Lime Series C\npreferred stock and fully vested warrants to purchase Lime Series C-1\npreferred stock.\n\nUber contributed hardware, equipment, intellectual property rights,\ntechnology, licensed technology, and permits of our JUMP business\n(collectively, \"UMP Assets\" in certain markets to Lime. JUMP Assets and\npreviously held investments and warrants in Lime were exchanged for\ncommon stock (the \"ime Common Stock\", newly issued Lime Series 1-C\npreferred stock (\"ime 1-C Preferred Stock\" and fully vested warrants to\npurchase Lime Series 1-CPreferred Stock (\"ime 1-C Preferred Stock\nWarrants\". Lime Common Stock represents approximately 10% of\nfully-diluted (22% undiluted) ownership interest in Lime as of December\n31, 2022.\n\n137\n\nConcurrently, we contributed \\$85\u00a0illion of cash to Lime in exchange for\na secured note convertible into Lime Series 3 Preferred Stock (the \"ime\nConvertible Note\", which may be converted at any time at our election\nrepresenting 20% initial ownership in Lime as converted on a\nfully-diluted basis. In addition, we entered into a call option\nagreement which gives us for a two-year period beginning May 7, 2022 the\nright to acquire all of the outstanding equity interests of Lime held by\nits shareholders at fair value on the date of exercise, subject to\nregulatory approval. We have one seat on Lime' five-person board of\ndirectors. We also amended our preexisting commercial agreement with\nLime.\n\nOur ownership in Lime is comprised of Lime Common Stock, Lime 1-C\nPreferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime\nConvertible Note (collectively, the \"020 Lime Investments\" and\nrepresents approximately 30% on an as converted and fully-diluted basis\nas of December 31, 2022. The 2020 Lime Investm"}, {"title": "uber.txt", "text": "ents are accounted for\nunder the fair value option. Refer to Note 3 - Investments and Fair\nValue Measurement for additional information. Lime was assessed under\nthe VIE model and considered an unconsolidated VIE. Refer to Note 15\n--Variable Interest Entities for additional information.\n\nThe JUMP Divestiture did not represent a strategic shift that would\ncause a major effect on our operations and financial results, and\ntherefore does not qualify for reporting as a discontinued operation for\nfinancial reporting purposes. The resulting loss on disposal was not\nmaterial to us and was recorded in other income (expense), net, in the\nconsolidated statements of operations during the second quarter of 2020.\n\n*Divestiture of ATG Business to Aurora*\n\nOn January 19, 2021, we completed the previously announced sale of our\nATG Business, a subsidiary focused on the development and\ncommercialization of autonomous vehicle technology, to Aurora. As a\nresult, our controlling interest and the non-controlling interests in\nthe ATG Business were settled, and ownership of the ATG Business\ntransferred to Aurora.\n\nAs consideration for the sale, Aurora issued Series U-1 preferred shares\nto the third party investors of the ATG Business to settle their ATG\nSeries A Stated Liquidation Preference of \\$1.1 billion, which had\npreviously been recorded as redeemable and non-redeemable\nnon-controlling interests on our consolidated balance sheet prior to\nthis transaction. We received the residual consideration from the sale\nas the only common unit holder of the ATG Business in the form of Aurora\ncommon shares valued at \\$1.3 billion, representing 22% of fully-diluted\n(25% undiluted) ownership interest of Aurora. Concurrently, we invested\n\\$400 million in Aurora in exchange for Aurora Series U-2 convertible\npreferred shares, representing 4% of fully-diluted (5% undiluted)\nownership interest of Aurora. Refer to Note 3 --Investments and Fair\nValue Measurement for additional information.\n\nWe do not consolidate Aurora under either the VIE or the voting interest\nmodel. For further information, refer to Note 15 --Variable Interest\nEntities.\n\nWe entered into a commercial agreement with Aurora pursuant to which the\nparties will collaborate with best efforts to launch and commercialize\nself-driving vehicles on our ridesharing network. We also allowed\nunvested RSUs for Uber stock held by employees of the"}, {"title": "uber.txt", "text": "ATG Business that\ntransferred to Aurora to continue to vest over the next 12 months\ncontingent upon the employee remaining at Aurora. As a result, we\nrecognized liabilities of \\$315 million as consideration for these\nfuture obligations to Aurora.\n\nThe sale of the ATG Business did not represent a strategic shift that\nwould have had a major effect on our operations and financial results,\nand therefore does not qualify for reporting as a discontinued\noperation. The resulting gain on disposal was recorded in other income\n(expense), net in the consolidated statements of operations.\n\nThe following table presents the gain on sale of the ATG Business (in\nmillions):\n\n ----------------------------------------------------------- -- ------------------------------ -------- -- -- -- -- --\n \n Year Ended December 31, 2021 \n Fair value of common shares received \\$ 1,277\u00a0 \n Derecognition of ATG Business\\' non-controlling interests1,057\u00a0 \n Liability recognized for future obligations \\(315\\) \n Net consideration received for sale of the ATG Business 2,019\u00a0 \n Carrying value of net assets transferred \\(375\\) \n Gain on the sale of the ATG Business \\$ 1,644\u00a0 \n ----------------------------------------------------------- -- ------------------------------ -------- -- -- -- -- --\n\nNote 19 --Restructuring and Related Charges\n\nDuring the second quarter of 2020, we initiated and completed certain\nrestructuring activities in order to reduce our overall cost structure\nin response to the economic challenges and uncertainty resulting from\nthe COVID-19 pandemic and its impact on our business. We also exited the\nJUMP business and incurred costs related to site closures, asset\nimpairments and write-offs.\n\nThe following table presents the total restructuring and related charges\nassociated with our segments as well as corporate ch"}, {"title": "uber.txt", "text": "arges (in millions):\n\n138\n\n ---------------------------------------------------- -- ------------------------------ ------ -- -- -- -- --\n \n Year Ended December 31, 2020 \n Mobility \\$ 67\u00a0 \n Delivery 32\u00a0 \n Freight 7\u00a0 \n All Other (1) 175\u00a0 \n Total restructuring and related charges by segment 281\u00a0 \n Corporate G&A and Platform R&D 81\u00a0 \n Total restructuring and related charges \\$ 362\u00a0 \n ---------------------------------------------------- -- ------------------------------ ------ -- -- -- -- --\n\n\\(1\\) Includes restructuring and related charges associated with the\nexit of the JUMP business, including severance and other termination\nbenefits of \\$30 million, site closure costs of \\$21 million and other\ncosts of \\$65 million.\n\nThe following table presents the total restructuring and related\ncharges, by function (in millions):\n\n ---------------------------- -- ------------------------------ ------ -- -- -- -- --\n \n Year Ended December 31, 2020 \n Operations and support \\$ 172\u00a0 \n Sales and marketing 21\u00a0 \n Research and development 85\u00a0 \n General and administrative 84\u00a0 \n Total \\$ 362\u00a0 \n ---------------------------- -- ------------------------------ ------ -- -- -- -- --\n\nThe following table provides the components of and changes in our\nrestructuring and related charges accrual during the years ended\nDecember 31, 2020, 2021 and 2022 (in millions):\n\n --------------------------------- -- ------------------------------------------ ------ -------------------- -------- ------- ------ -------- -- ---- --------- -- -- ---- ------ -- -- -- -- -- -- -- -- -- -- --\n \n Severance and Other Termination Benefits Site Closure Costs Other Total \n Balance as of December 31, 2019 \\$ ---\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \n Charges (1), (2) 199\u00a0 98\u00a0 65\u00a0 362\u00a0 \n Cash payments"}, {"title": "uber.txt", "text": "\\(197\\) \\(3\\) \\(45\\) \\(245\\) \n Non-cash adjustments ---\u00a0 \\(95\\) \\(19\\) \\(114\\) \n Balance as of December 31, 2020 2\u00a0 ---\u00a0 1\u00a0 3\u00a0 \n Cash payments \\(2\\) ---\u00a0 ---\u00a0 \\(2\\) \n Balance as of December 31, 2021 ---\u00a0 ---\u00a0 1\u00a0 1\u00a0 \n Non-cash adjustments ---\u00a0 ---\u00a0 \\(1\\) \\(1\\)Balance as of December 31, 2022 \\$ ---\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \\$ ---\u00a0 \n --------------------------------- -- ------------------------------------------ ------ -------------------- -------- ------- ------ -------- -- ---- --------- -- -- ---- ------ -- -- -- -- -- -- -- -- -- -- --\n\n\\(1\\) Site closure costs primarily includes \\$50 million related to the\nimpairment of operating lease right-of-use assets and \\$38 million for\nwrite-offs of leasehold improvements.\n\n\\(2\\) Total restructuring and related charges included \\$247 million of\ncash settled charges, primarily for severance and other termination\nbenefits and were substantially paid as of December 31, 2020.\n\n139\n\nSchedule II - Valuation and Qualifying Accounts\n\nThe table below details the activity of the allowance for doubtful\naccounts, deferred tax asset valuation allowance, and insurance reserves\n(in millions):\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Balance at
\nBeginning of
\nPeriod

Additions (1), (2)

Deductions (2)

Balance at
\nEnd of
\nPeriod

Year Ended December 31, 2020

Allowance for doubtful accounts

$

34\u00a0

$

178\u00a0

$

(157)

$

55\u00a0

"}, {"title": "uber.txt", "text": "

Deferred tax asset valuation allowance

$

9,855\u00a0

$

3,655\u00a0

$

(100)

$

13,410\u00a0

Insurance reserves

$

3,418\u00a0

$

950\u00a0

$

(902)

$

3,466\u00a0

Year Ended December 31, 2021

"}, {"title": "uber.txt", "text": "

Allowance for doubtful accounts

$

55\u00a0

$

246\u00a0

$

(250)

$

51\u00a0

Deferred tax assets valuation allowance

$

13,410\u00a0

$

571\u00a0

$

(61)

$

13,920\u00a0

Insurance reserves

$

3,466\u00a0

$

1,696\u00a0

$

(1,174)

$

3,988\u00a0

Year Ended December 31, 2022

Allowance for doubtful accounts

$

51\u00a0

$

286\u00a0

$

(257)

$

80\u00a0

Deferred tax assets valuation allowance

$

13,920\u00a0

$

2,204\u00a0

$

(2,153)

$

13,971\u00a0

Insurance reserves

$

3,988\u00a0

$

2,128\u00a0

$

(1,396)

$

4,720\u00a0

\n\n\\(1\\) Additions to insurance reserves include \\$35 million, \\$69 million\nand \\$152 million for the years ended December 31, 2020, 2021 and 2022\nrespectively, for changes in estimates resulting from new developments\nin prior period claims. Additions to insurance reserves also include\n\\$374 million for the year ended December 31, 2021 for reserves assumed\nin connection with a loss portfolio transfer reinsurance agreement. For\nadditional information on the loss portfolio transfer reinsurance\nagreement, see Note 1 --Description of Business and Summary of\nSignificant Accounting Policies.\n\n\\(2\\) For the year ended December 31, 2020, the increase in the\nvaluation allowance was primarily attributable to an incr"}, {"title": "uber.txt", "text": "ease in tax\nrate in the Netherlands, an increase in U.S. federal, state and\nNetherlands deferred tax assets resulting from the loss from operations,\nand tax credits generated during the year.\n\nFor the year ended December 31, 2021, the increase in the valuation\nallowance was primarily attributable to a tax rate increase in the\nNetherlands, an increase in U.S. federal, state and Netherlands deferred\ntax assets resulting from the loss from operations, and tax credits\ngenerated during the year, offset partially by the release of the\nvaluation allowance due to deferred tax liabilities recorded as a result\nof the acquisitions providing an additional source of taxable income to\nsupport the realizability of pre-existing deferred tax assets.\n\nFor the year ended December 31, 2022, the increase in the valuation\nallowance was primarily attributable to an increase in deferred tax\nassets resulting from the loss from operations, offset by the deferred\ntax impact from the transfer of certain intangible assets among our\nwholly-owned subsidiaries.\n\nITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND\nFINANCIAL DISCLOSURE\n\nNone.\n\nITEM 9A. CONTROLS AND PROCEDURES\n\n*Evaluation of Disclosure Controls and Procedures*\n\nWe maintain disclosure controls and procedures that are designed to\nprovide reasonable assurance that information required to be disclosed\nin reports that we file or submit under the Securities Exchange Act of\n1934, as amended (the \"xchange Act\" is recorded, processed, summarized\nand reported within the time periods specified in the Securities and\nExchange Commission' rules and forms and that such information is\naccumulated and communicated to our management, including our Chief\nExecutive Officer and Chief Financial Officer, as appropriate, to allow\nfor timely decisions regarding required disclosure. As required by Rule\n13a-15(b) under the Exchange Act, our management, including our Chief\nExecutive Officer and Chief Financial Officer, evaluated the\neffectiveness of our disclosure controls and procedures as of the end of\nthe period covered by this Annual Report on Form 10-K. Based upon that\nevaluation, our Chief Executive Officer and Chief Financial Officer\nconcluded that, as of the end of the period covered by this Annual\nReport on Form 10-K, our disclosure controls and procedures are\neffective at a reasonable assurance level.\n\n140\n\n*Changes in Int"}, {"title": "uber.txt", "text": "ernal Control over Financial Reporting*\n\nThere were no changes to our internal control over financial reporting\nthat occurred during the quarter ended December\u00a01, 2022 that have\nmaterially affected, or are reasonably likely to materially affect, our\ninternal control over financial reporting.\n\n*Inherent Limitations on Effectiveness of Controls*\n\nOur management, including our Chief Executive Officer and Chief\nFinancial Officer, believes that our disclosure controls and procedures\nand internal control over financial reporting are designed to provide\nreasonable assurance of achieving their objectives and are effective at\nthe reasonable assurance level. However, our management does not expect\nthat our disclosure controls and procedures or our internal control over\nfinancial reporting will prevent or detect all error and fraud. Any\ncontrol system, no matter how well designed and operated, is based upon\ncertain assumptions and can provide only reasonable, not absolute,\nassurance that its objectives will be met. Further, no evaluation of\ncontrols can provide absolute assurance that misstatements due to error\nor fraud will not occur or that all control issues and instances of\nfraud, if any,within our company have been detected.\n\n*Management\\'s Report on Internal Control over Financial Reporting*\n\nOur management is responsible for establishing and maintaining adequate\ninternal control over financial reporting (as defined in Rule 13a-15(f)\nunder the Exchange Act). Our management conducted an assessment of the\neffectiveness of our internal control over financial reporting based on\nthe criteria established in \"nternal Control - Integrated\nFramework\"(2013) issued by the Committee of Sponsoring Organizations of\nthe Treadway Commission (\"OSO\". Based on that assessment, our management\nhas concluded that our internal control over financial reporting was\neffective as of December\u00a01, 2022. In addition, PricewaterhouseCoopers\nLLP, our independent registered public accounting firm, provided an\nattestation report on our internal control over financial reporting as\nof December\u00a01, 2022. You can find the full text of\nPricewaterhouseCoopers LLP attestation report in Item 8 of this Annual\nReport on Form 10-K.\n\nITEM 9B. OTHER INFORMATION\n\nNot applicable.\n\nITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT\nINSPECTIONS\n\nNot applicable.\n\nPART III\n\nITEM 10. DIRECTORS, EXECUTIV"}, {"title": "uber.txt", "text": "E OFFICERS AND CORPORATE GOVERNANCE\n\nThe information required by this item is set forth under the headers\n\"roposal 1- Election of Directors,\"\"xecutive Officers,\"\"orporate\nGovernance\"and \"ther Governance Matters\"in our Proxy Statement for the\n2023 Annual Meeting of Stockholders to be filed with the SEC within 120\ndays of the fiscal year ended December\u00a01, 2022 (\"023 Proxy Statement\"\nand is incorporated herein by reference.\n\nITEM 11. EXECUTIVE COMPENSATION\n\nThe information required by this item is included under the headers\n\"irector Compensation,\"\"xecutive Compensation\"and \"ompensation Committee\nInterlocks and Insider Participation\"in the 2023 Proxy Statement and is\nincorporated herein by reference.\n\nITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT\nAND RELATED STOCKHOLDER MATTERS\n\nThe information required by this item is included under the headers\n\"xecutive Officers-Security Ownership of Certain Beneficial Owners and\nManagement\"and \"quity Compensation Plan Information\"in the 2023 Proxy\nStatement and is incorporated herein by reference.\n\nITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR\nINDEPENDENCE\n\nThe information required by this item is included under the headers\n\"orporate Governance-Certain Relationships and Related Person\nTransactions\"and \"orporate Governance-Director Independence\nDetermination\"in the 2023 Proxy Statement and is incorporated herein by\nreference.\n\nITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES\n\nThe information required by this item is included under the header\n\"roposal 3: Ratification of Appointment of Independent Registered Public\nAccounting Firm\"in the 2023 Proxy Statement and is incorporated herein\nby reference.\n\nPART IV\n\nITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES\n\n\\(a\\) We have filed the following documents as part of this Annual\nReport on Form 10-K:\n\n1.Consolidated Financial Statements\n\nOur consolidated financial statements are listed in the \"ndex to\nConsolidated Financial Statements and Schedule\"under Part II, Item 8 of\nthis Annual Report on Form 10-K.\n\n141\n\n2.Financial Statement Schedules\n\nAll financial statement schedules have been omitted because they are not\napplicable, not material or the required information is shown in Part\nII, Item\u00a0 of this Annual Report on Form 10-K.\n\n3.Exhibits\n\nThe documents listed in the Exhibit Index of this Annual Report on Form\n10-K are incorporated by r"}, {"title": "uber.txt", "text": "eference or are filed with this Annual Report\non Form 10-K, in each case as indicated therein (numbered in accordance\nwith Item\u00a001\u00a0f\u00a0egulation S-K).\n\nITEM 16. FORM 10-K SUMMARY\n\nNone.\n\n142\n\nEXHIBIT INDEX\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n<"}, {"title": "uber.txt", "text": "td>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n"}, {"title": "uber.txt", "text": "\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Exhibit
\nNo.

Exhibit Description

Provided

\u00a0ncorporated by Reference

Herewith

Form

File\u00a0umber

Exhibit

Filing\u00a0ate

"}, {"title": "uber.txt", "text": ""}, {"title": "uber.txt", "text": ""}, {"title": "uber.txt", "text": "

3.1

10-Q

001-38902

3.1

August 5, 2021

3.2

10-Q

001-38902

3.2

August 5, 2021

4.1

10-K

001-38902

4.1

March 2, 2020

4.2

S-1/A

333-230812

4.1

April 26, 2019

4.3

S-1

333-230812

4.5

April 11, 2019

4.4

S-1

333-230812

4.6

April 11, 2019

4.5

8-K

001-38902

4.1

September 17, 2019

4.6

8-K

001-38902

4.2

September 17, 2019

4.7

10-Q

001-38902

4.1

May 8, 2020

4.8

8-K

001-38902

4.1

May 15, 2020

4.9

8-K

001-38902

4.2

May 15, 2020

4.10

8-K

001-38902

4.1

September 16, 2020

4.11

8-K

001-38902

4.2

September 16, 2020

4.12

8-K

001-38902

4.1

December 11, 2020

4.13

8-K

001-38902

4.2

December 11, 2020

4.14

8-K

001-38902

4.1

August 12, 2021

4.15

8-K

001-38902

4.2

August 12, 2021

10.1

S-1

333-230812

10.1

April 11, 2019

10.2

S-1/A

333-230812

10.2

April 26, 2019

10.3

S-1

333-230812

10.3

\n

April 11, 2019

10.4

S-1

333-230812

10.4

April 11, 2019

10.5

S-1

333-230812

10.5

April 11, 2019

10.6

S-1

333-230812

10.6

April 11, 2019

10.7

S-1

333-230812

10.7

April 11, 2019

10.8

10-Q

001-38902

10.2

August 4, 2022

\n\n143\n\n ------ -- -- -- -- -- ------ -- ----------- -- ------ -- ------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---"}, {"title": "uber.txt", "text": "------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------ -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------- -- ------------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- -------- -- -- -- -- -- ------ -- ----------- -- ------ -- ------------------ -------- -- -- -- -- -- ------ -- ----------- -- ------ -- -------------"}, {"title": "uber.txt", "text": "10.9 10-Q 001-38902 10.1 May 5, 2022 10.10 S-1 333-230812 10.14 April 11, 2019 10.11 S-1 333-230812 10.15 April 11, 2019 10.12 S-1 333-230812 10.16 April 11, 2019 10.13 S-1 333-230812 10.17 April 11, 2019 10.14 S-1 333-230812 10.18 April 11, 2019 10.15 S-1 333-230812 10.19 April 11, 2019 10.16 S-1 333-230812 10.20 April 11, 2019 10.17 10-Q 001-38902 10.1 August 7, 2020 10.18 10-K 001-38902 10.17 February 24, 2022 10.19 8-K 001-38902 10.1 April 5, 2022 10.20 S-1 333-230812 10.21 April 11, 2019 10.21 S-1 333-230812 10.22 April 11, 2019 10.22 8-K 001-38902 10.1 March 1, 2021 10.23 S-1 333-230812 10.23 April 11, 2019 10.24+ 10-Q 001-38902"}, {"title": "uber.txt", "text": "10.1 November 6, 2020 10.25+ 10-Q 001-38902 10.2 May 5, 2022\n ------ -- -- -- -- -- ------ -- ----------- -- ------ -- ------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------ -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------- -- ------------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- -------- -- -- -- -- -- ------ -- ----------- -- ------ -- ------------------ -------- -- -- -- -- -- ------ -- ----------- -- ------ -- -------------\n\n144\n\n --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- ------------------------------------------ -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- -------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- ------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- --------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- --------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- ------- -- ------------------------------------------------------------------------------------------- -- -- -- ------ -- ---"}, {"title": "uber.txt", "text": "-------- -- ------ -- ------------------\n \n 10.26S-1 333-230812 10.28 April 11, 2019 10.27 S-1 333-230812 10.30 April 11, 2019 10.28 10-K 001-38902 10.29 March 2, 2020 10.29 10-K 001-38902 10.30 March 2, 2020 10.30 S-1 333-230812 10.32 April 11, 2019 10.31 10-K 001-38902 10.29 March 1, 2021 10.32 10-Q 001-38902 10.2 November 6, 2020\n 21.1 X 23.1X 24.1 X 31.1 X 31.2 X 32.1\\* X \n 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document."}, {"title": "uber.txt", "text": "101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). \n --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- ------------------------------------------ -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- -------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- ------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- --------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- --------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- ------- -- ------------------------------------------------------------------------------------------- -- -- -- ------ -- ----------- -- ------ -- ------------------\n\n+Portions of this exhibit have been omitted in accordance with Item\n601(b)(10)(iv) of Regulation S-K.\n\n\u2021his form of employment agreement will be used for all named executive\nofficer employment agreements entered into and effective after July 1,\n2020 unless otherwise noted.\n\n\\* The certifications attached as Exhibit 32.1 that accompany this\nAnnual Report on Form 10-K are deemed furnished and not filed with the\nSecurities and Exchange Commission and are not to be incorporated by\nreference into any filing of Uber Technologies, Inc. under the\nSecurities Act of 1933, as amended, or the Securities Exchange Act of\n1934, as amended, whether made before or after the date of this Annual\nReport on Form 10-K, irrespective of any general incorporation language\ncontained i"}, {"title": "uber.txt", "text": "n such filing.\n\n145\n\nSIGNATURES\n\nPursuant to the requirements of Section\u00a03 or 15(d) of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be\nsigned on its behalf by the undersigned thereunto duly authorized.\n\n ------------------------- -------------------------------------- -- -- -- --\n \n \n \n UBER TECHNOLOGIES, INC. \n Date: February 21, 2023 By: /s/ Dara Khosrowshahi \n Dara Khosrowshahi \n Chief Executive Officer and Director \n *(Principal Executive Officer)* \n ------------------------- -------------------------------------- -- -- -- --\n\nPOWER OF ATTORNEY\n\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature\nappears below constitutes and appoint Dara Khosrowshahi, Nelson Chai,\nand Tony West, and each one of them, as his or her true and\nlawful\u00a0ttorneys-in-fact\u00a0nd agents, with full power of substitution and\nresubstitution, for him or her and in their name, place and stead, in\nany and all capacities, to sign any amendments to this Annual Report on\nForm\u00a00-K, and to file the same, with all exhibits thereto and other\ndocuments in connection therewith, with the Securities and Exchange\nCommission, granting unto said\u00a0ttorneys-in-fact\u00a0nd agents, and each of\nthem, full power and authority to do and perform each and every act and\nthing requisite and necessary to be done in connection therewith, as\nfully to all intents and purposes as he might or could do in person,\nhereby ratifying and confirming all that said\u00a0ttorneys-in-fact\u00a0nd agents\nor any of them, or his substitute or substitutes, may lawfully do or\ncause to be done by virtue hereof.\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf by the\nfollowing persons in the capacities and on the dates indicated.\n\n ----------------------- -- ---------------------------------------------------------- -- ------------------- -- -- -- -- -- -- -- -- -- --"}, {"title": "uber.txt", "text": "Signature Title Date \n \n /s/ Dara Khosrowshahi Chief Executive Officer and Director February 21, 2023 \n Dara Khosrowshahi *(Principal Executive Officer)* \n \n /s/ Nelson Chai Chief Financial Officer February 21, 2023 \n Nelson Chai *(Principal Financial Officer)*/s/ Glen Ceremony Chief Accounting Officer and Global Corporate Controller February 21, 2023 \n Glen Ceremony *(Principal Accounting Officer)* \n \n /s/ Ronald Sugar Chairperson of the Board of Directors February 21, 2023 \n Ronald Sugar \n \n /s/ Revathi Advaithi Director February 21, 2023 \n Revathi Advaithi/s/ Ursula Burns Director February 21, 2023 \n Ursula Burns \n \n /s/ Robert Eckert Director February 21, 2023 \n Robert Eckert \n \n \n /s/ Amanda Ginsberg Director February 21, 2023Amanda Ginsberg \n \n ----------------------- -- ---------------------------------------------------------- -- ------------------- -- -- -- -- -- -- -- -- -- --\n\n146\n\n ---------------------------- -- ---------- -- ------------------- -- -- -- -- -- -- -- -- -- --\n \n /s/ Wan Ling Martello Director February 21, 2023 \n Wan Ling Martello \n \n /s/ H.E. Yasir Al-Rumayyan Director February 21, 2023 \n H.E. Yasir Al-Rumayyan"}, {"title": "uber.txt", "text": "/s/ John Thain Director February 21, 2023 \n John Thain \n \n /s/ David Trujillo Director February 21, 2023 \n David Trujillo \n \n /s/ Alexander Wynaendts Director February 21, 2023 \n Alexander Wynaendts \n ---------------------------- -- ---------- -- ------------------- -- -- -- -- -- -- -- -- -- --\n\n147\n\nExhibit 21.1\n\nSubsidiaries of the Registrant\n\n ---------------------------------------- -------------------- -- -- -- --\n \n Name Where Incorporated \n Aleka Insurance, Inc. HawaiiNeben, LLC Delaware \n \n Neben Holdings, LLC Delaware \n \n Portier, LLC Delaware \n \n Postmates LLC Delaware \n \n Rasier, LLC Delaware \n \n Uber B.V. Netherlands \n \n Uber Holdings Canada Inc. Canada \n \n Uber International B.V. NetherlandsUber International CV Netherlands \n \n Uber International Holding Corporation Delaware \n \n Uber MENA B.V. Netherlands \n \n Uber Portier Canada Inc. Canada \n \n Uber NL Holdings 1 B.V. Netherlands \n \n Uber Singapore Technology Pte. Ltd. Singapore \n \n Unter, LLC New York \n ---------------------------------------- -------------------- -- -- -- --\n\nExhibit 23.1\n\nCONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nWe hereby co"}, {"title": "uber.txt", "text": "nsent to the incorporation by reference in the Registration\nStatements on Form S-8 (Nos. 333-235776, 333-231430, 333-260925,\n333-258780, 333-253677, 333-262994) and Form S-3 (No. 333-239985) of\nUber Technologies, Inc. of our report dated February\u00a01, 2023 relating to\nthe financial statements, financial statement schedule and the\neffectiveness of internal control over financial reporting, which\nappears in this Form 10-K.\n\n -------------------------------- --------------------------- ------------------\n \n /s/ PricewaterhouseCoopers LLP San Francisco, California February\u00a01, 2023\n -------------------------------- --------------------------- ------------------\n\nExhibit 31.1\n\nCERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER\n\nPURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n\nAS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Dara Khosrowshahi, certify that:\n\n1.I have reviewed this Annual Report on Form 10-K of Uber Technologies,\nInc.;\n\n2.Based on my knowledge, this report does not contain any untrue\nstatement of a material fact or omit to state a material fact necessary\nto make the statements made,in light of the circumstances under which\nsuch statements were made, not misleading with respect to the period\ncovered by this report;\n\n3.Based on my knowledge, the financial statements, and other financial\ninformation included in this report, fairly present in all material\nrespects the financial condition, results of operations and cash flows\nof the registrant as of, and for, the periods presented in this report;\n\n4.The registrant' other certifying officer and I are responsible for\nestablishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal\ncontrol over financial reporting (as defined in Exchange Act Rules\n13a-15(f) and 15d-15(f)) for the registrant and have:\n\n(a)Designed such disclosure controls and procedures, or caused such\ndisclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant,\nincluding its consolidated subsidiaries, is made known to us by others\nwithin those entities, particularly during the period in which this\nreport is being prepared;\n\n(b)Designed such internal control over financial reporting, or caused\nsuch interna"}, {"title": "uber.txt", "text": "l control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability\nof financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples;\n\n(c)Evaluated the effectiveness of the registrant' disclosure controls\nand procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end\nof the period covered by this report based on such evaluation; and\n\n(d)Disclosed in this report any change in the registrant' internal\ncontrol over financial reporting that occurred during the registrant'\nmost recent fiscal quarter (the registrant' fourth fiscal quarter in the\ncase of an annual report) that has materially affected, or is reasonably\nlikely to materially affect, the registrant' internal control over\nfinancial reporting; and\n\n5.The registrant' other certifying officer and I have disclosed, based\non our most recent evaluation of internal control over financial\nreporting, to the registrant' auditors and the audit committee of the\nregistrant' board of directors (or persons performing theequivalent\nfunctions):\n\n(a)All significant deficiencies and material weaknesses in the design or\noperation of internal control over financial reporting which are\nreasonably likely to adversely affect the registrant' ability to record,\nprocess, summarize and report financial information; and\n\n(b)Any fraud, whether or not material, that involves management or other\nemployees who have a significant role in the registrant' internal\ncontrol over financial reporting.\n\n ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --\n \n Date: February 21, 2023 By: /s/ Dara Khosrowshahi \n Dara Khosrowshahi \n Chief Executive Officer and Director *(Principal Executive Officer)* \n ------- ------------------- ----- -------------------------------------- -- -- -- ------"}, {"title": "uber.txt", "text": "--------------------------- -- -- -- --\n\nExhibit 31.2\n\nCERTIFICATION OF PRINCIPAL FINANCIAL OFFICER\n\nPURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)\n\nAS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Nelson Chai, certify that:\n\n1.I have reviewed this Annual Report on Form 10-K of Uber Technologies,\nInc.;\n\n2.Based on my knowledge, this report does not contain any untrue\nstatement of a material fact or omit to state a material fact necessary\nto make the statements made, in light of the circumstances under which\nsuch statements were made, not misleading with respect to the period\ncovered by this report;\n\n3.Based on my knowledge, the financial statements, and other financial\ninformation included in this report, fairly present in all material\nrespects the financial condition, results of operations and cash flows\nof the registrant as of, and for, the periods presented in this report;\n\n4.The registrant' other certifying officer and I are responsible for\nestablishing and maintaining disclosure controls and procedures (as\ndefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal\ncontrol over financial reporting (as defined in Exchange Act Rules\n13a-15(f) and 15d-15(f)) for the registrant and have:\n\n(a)Designed such disclosure controls and procedures, or caused such\ndisclosure controls and procedures to be designed under our supervision,\nto ensure that material information relating to the registrant,\nincluding its consolidated subsidiaries, is made known to us by others\nwithin those entities, particularly during the period in which this\nreport is being prepared;\n\n(b)Designed such internal control over financial reporting, or caused\nsuch internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability\nof financial reporting and the preparation of financial statements for\nexternal purposes in accordance with generally accepted accounting\nprinciples;\n\n(c)Evaluated the effectiveness of the registrant' disclosure controls\nand procedures and presented in this report our conclusions about the\neffectiveness of the disclosure controls and procedures, as of the end\nof the period covered by this report based on such evaluation; and\n\n(d)Disclosed in this report any change in the registrant' internal\ncontrol over financial reporting that occurred during the registrant'"}, {"title": "uber.txt", "text": "most recent fiscal quarter (the registrant' fourth fiscal quarter in the\ncase of an annual report) that has materially affected, or is reasonably\nlikely to materially affect, the registrant' internal control over\nfinancial reporting; and\n\n5.The registrant' other certifying officer and I have disclosed, based\non our most recent evaluation of internal control over financial\nreporting, to the registrant' auditors and the audit committee of the\nregistrant' board of directors (or persons performing the equivalent\nfunctions):\n\n(a)All significant deficiencies and material weaknesses in the design or\noperation of internal control over financial reporting which are\nreasonably likely to adversely affect the registrant' ability to record,\nprocess, summarize and report financial information; and\n\n(b)Any fraud, whether or not material, that involves management or other\nemployees who have a significant role in the registrant' internal\ncontrol over financial reporting.\n\n ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --Date: February 21, 2023 By: /s/ Nelson Chai \n Nelson Chai \n Chief Financial Officer *(Principal Financial Officer)* \n ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --\n\nExhibit 32.1\n\nCERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER\n\nPURSUANT TO\n\n18 U.S.C. SECTION 1350,\n\nAS ADOPTED PURSUANT TO\n\nSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002\n\nI, Dara Khosrowshahi, the Chief Executive Officer of Uber Technologies\nInc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant\nto Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report\non Form 10-K of Uber Technologies, Inc. for the fiscal year ended\nDecember\u00a01, 2022, fully complies with the requirements of Section 13(a)\nor 15(d) of the Securities Exchange Act of 1934 and that information\ncontained in such Annual Report on Form 10-K fairly presents, in all\nmaterial respects, the financial condition and res"}, {"title": "uber.txt", "text": "ults of operations of\nUber Technologies, Inc.\n\n ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --\n \n Date: February 21, 2023 By: /s/ Dara Khosrowshahi \n Dara Khosrowshahi \n Chief Executive Officer and Director *(Principal Executive Officer)* \n ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --\n\nI, Nelson Chai, the Chief Financial Officer of Uber Technologies Inc.,\ncertify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to\nSection 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on\nForm 10-K of Uber Technologies, Inc. for the fiscal year ended\nDecember\u00a01, 2022, fully complies with the requirements of Section 13(a)\nor 15(d) of the Securities Exchange Act of 1934, and that information\ncontained in such Annual Report on Form 10-K fairly presents, in all\nmaterial respects, the financial condition and results of operations of\nUber Technologies, Inc.\n\n ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --\n \n Date: February 21, 2023 By: /s/ Nelson Chai \n Nelson Chai \n Chief Financial Officer *(Principal Financial Officer)* \n ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --"}]