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What changed in Lyft, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Lyft, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+454 added−494 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-20)

Top changes in Lyft, Inc.'s 2024 10-K

454 paragraphs added · 494 removed · 363 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

72 edited+13 added−20 removed31 unchanged
Biggest changeIn addition to our standard rideshare offering, riders can select a variety of other rideshare offerings which include, but are not limited to, Wait & Save, Priority Pickup, XL, Extra Comfort and Black. 1 Beginning in the third quarter of 2023, we began presenting Gross Bookings and Rides as our key business metrics, which we believe best align with how management assesses our performance and measures achievement against our strategic priorities and opportunities.
Biggest changeOur ridesharing marketplace connects drivers with riders in cities across the United States and in certain cities in Canada. In addition to our standard rideshare offering, riders can select a variety of other rideshare offerings which include, but are not limited to, Wait & Save, Priority Pickup, XL, Extra Comfort, Black, Black SUV, and Green. • Express Drive.
While riders and drivers are able to call or text one another through the app, personal information, including real user phone numbers, are not revealed. Drivers are also not able to see a rider’s drop-off location, whether it’s a specific address or a cross-street, after the ride is complete. • Two-way ratings and feedback.
While riders and drivers are able to call or text one another through the app, personal information, including real user phone numbers, are not revealed. Drivers are also not able to see a rider’s specific drop-off location, whether it’s a specific address or a cross-street, after the ride is complete. • Two-way ratings and feedback.
Laws, regulations and standards governing issues such as TNCs, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, auto maintenance and repairs, personal injury, advertising, text messaging, subscription services, intellectual property, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods including (but not limited to) medical supplies, perishable foods and prescription drugs are often complex and subject to varying interpretations, in many cases due to their lack of specificity.
Laws, regulations and standards governing issues such as TNCs, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, auto maintenance and repairs, personal injury, advertising, text messaging, subscription services, intellectual property, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods including (but not limited to) medical supplies, perishable foods and prescription drugs are often complex and are subject to varying interpretations, in many cases due to their lack of specificity.
Some of our current Lyft Up programs assist the community by providing rides to and from jobs, job interviews and trainings, the grocery store for those living in food-insecure areas, and by providing discounted bikeshare memberships and heavily discounted electric bikes to income eligible riders.
Some of our current Lyft Up programs assist the community by providing rides to and from 10 jobs, job interviews and trainings, the grocery store for those living in food-insecure areas, and by providing discounted bikeshare memberships and heavily discounted electric bikes to income eligible riders.
We monitor rides for unusual activity, like long stops or route deviations, and in some instances, if we notice a ride irregularity, we reach out to riders and drivers directly.
We monitor rides for certain unusual activity, like long stops or route deviations, and in some instances, if we notice a ride irregularity, we reach out to riders and drivers directly.
Corporate Governance Our board of directors regularly evaluates our environmental, social, and corporate governance policies to make sure they fit into our strategy of driving long-term stockholder value and align with our core values. More information about our directors, executive officers and corporate governance will be included in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders.
Corporate Governance Our board of directors regularly evaluates our environmental, social, and corporate governance policies to make sure they fit into our strategy of driving long-term stockholder value and align with our core values. More information about our directors, executive officers and corporate governance will be included in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders.
The contents of our websites and corporate reports mentioned herein are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only. 12
The contents of our websites and corporate reports mentioned herein are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites or the contents of our websites are intended to be inactive textual references only. 11
We provided access to millions of discounted or donated rideshare, bikeshare, and shared scooter rides to help people in need.
We provided access to millions of discounted or donated rideshare, bikeshare, and shared scooter rides to people in need.
If a ride is more than ten minutes late for a scheduled pick-up, we will offer up to $100 in Lyft credits to make up for it. • Affordability . Our platform empowers riders to choose from a broad set of transportation options to easily optimize for cost, comfort and time.
If a ride is more than ten minutes late for a scheduled pick-up to the airport, we will offer up to $100 in Lyft credits to make up for it. 6 • Affordability . Our platform empowers riders to choose from a broad set of transportation options to easily optimize for cost, comfort and time.
Our main ridesharing competitor in the United States and Canada is Uber, though we also compete with other ridesharing transportation network companies, and taxi cab and livery companies as well as traditional automotive manufacturers. Our main competitors in the bike and scooter sharing market include Lime, Bird, Fifteen and Tier.
Our main ridesharing competitor in the United States and Canada is Uber, though we also compete with other ridesharing transportation network companies, and taxi cab and livery companies as well as traditional automotive manufacturers. Our main competitors in the bike and scooter sharing market include Lime, Bird, Fifteen, nextbike and Dott.
The TNC industry has also come under increasing scrutiny from non-profit organizations, regulators, and legislators for its environmental impact, specifically increasing greenhouse gas (GHG) emissions.
The TNC industry has also come under increasing scrutiny from non-profit organizations, regulators, and legislators for its environmental impact, specifically relating to greenhouse gas (GHG) emissions.
Transitioning these rides from gas-powered to electric vehicles is the one of the best ways we can contribute long-term toward a cleaner planet. Over 8 million riders rode in an EV in 2023. Rides in electric vehicles generally get higher ratings and tips compared to rides in hybrids and gas cars.
Transitioning these rides from gas-powered to electric vehicles is the one of the best ways we can contribute long-term toward a cleaner planet. Over 13 million riders rode in an EV in 2024. Rides in electric vehicles generally get higher ratings and tips compared to rides in hybrids and gas cars.
We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website (investor.lyft.com), our X accounts (@lyft and @davidrisher) and our blogs (including: lyft.com/blog, lyft.com/hub and eng.lyft.com) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website (investor.lyft.com), our X accounts (@lyft and @davidrisher), our Chief Executive Officer’s LinkedIn account (linkedin.com/in/jdavidrisher) and our blogs (including: lyft.com/blog, lyft.com/hub and eng.lyft.com) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
In September 2023, we launched Women+ Connect, a new feature that offers women and nonbinary drivers the option to turn on a preference within the Lyft App to prioritize matches with nearby women and nonbinary riders.
In September 2023, we launched Women+ Connect, a new feature that currently offers women and nonbinary riders and drivers the option to turn on a preference within the Lyft App to prioritize matches with nearby women and nonbinary riders and drivers and in 2024, we extended Women+ Connect nationwide.
Environmental We have a responsibility to our shared environment — the air we breathe and the resilience of communities we serve. Our environmental impact also gives drivers and riders another great reason to choose Lyft, and is an intrinsic part of how we think about 10 our business goals.
Environmental, Social and Corporate Governance (“ESG”) Environmental We have a responsibility to our shared environment — the air we breathe and the resilience of communities we serve. Our environmental impact also gives drivers and riders another great reason to choose Lyft, and is an intrinsic part of how we think about our business goals.
Item 1. Business. Overview Lyft, Inc. (the “Company” or “Lyft”) started a movement to revolutionize transportation. In 2012, we launched our peer-to-peer marketplace for on-demand ridesharing and have continued to pioneer innovations. Today, Lyft is one of the largest multimodal transportation networks in the United States and Canada.
Item 1. Business. Overview Lyft, Inc. (the “Company” or “Lyft”) started a movement to revolutionize transportation. In 2012, we launched our peer-to-peer marketplace for on-demand ridesharing and have continued to pioneer innovations. Today, Lyft is one of the largest multimodal transportation networks in the United States and Canada. We have an important purpose, which is to serve and connect.
We strive to build a more representative workforce which requires an intentional and comprehensive effort to reach and recruit outstanding candidates, develop talent internally, and open up pathways for advancement.
We strive to build a more representative workforce which requires an intentional and comprehensive effort to reach and recruit outstanding candidates, develop talent internally, and open up opportunities for career growth.
Social Lyft’s purpose is to get people out into the world so they can live their lives together, and provide drivers a meaningful way to earn that gives them control over their time and money. We’re constantly thinking about the role we play in our customers’ lives. For riders, social interaction improves physical and mental health.
Social Lyft’s purpose is to serve and connect. We strive to get people out into the world so they can live their lives together, and provide drivers a meaningful way to earn that gives them control over their time and money. We’re constantly thinking about the role we play in our customers’ lives.
We collect service fees and commissions from drivers for their use of our ridesharing marketplace. As drivers accept more rider leads, Gross Bookings 1 and Rides 1 increase, driving more revenue.
Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders. We collect service fees and commissions from drivers for their use of our ridesharing marketplace. As drivers accept more rider leads, Gross Bookings 1 and Rides 1 increase, driving more revenue.
Riders Riders are as diverse and dynamic as the communities we serve. They represent all adult age groups and backgrounds and use Lyft to commute to and from work, explore their cities, spend more time at local businesses and stay out longer knowing they can get a reliable ride home.
They represent all adult age groups and backgrounds and use Lyft to commute to and from work, explore their cities, spend more time at local businesses and stay out longer knowing they can get a reliable ride home.
We are working to make the Lyft Platform more sustainable by helping drivers transition to EVs, riders take more sustainable modes, and businesses reduce their carbon footprint. The rides that we facilitate on our platform make up over 95% of Lyft’s carbon emissions.
We are working to make the Lyft Platform more sustainable by helping drivers transition to EVs, riders take more sustainable modes of rideshare and other micromobility options, and businesses reduce their carbon footprint. The rides that we facilitate on our platform make up a significant amount of Lyft’s carbon emissions.
In 2023, we continued our partnerships and outreach programs by holding partnership events with organizations that aim to increase diversity in enterprise hiring pools, such as BreakLine, Tribaja, and Disability:IN. We also maintained representation in our hiring pool through our sourcing tool, hireEZ, and held disability and inclusion training for team members with the Inclusively and Direct Employers organizations.
In 2024, we continued our partnerships and outreach programs by directly sourcing candidates from organizations that aim to increase diversity in enterprise hiring pools, such as BreakLine, and DirectEmployers. We also maintained representation in our hiring pool through our sourcing tool, hireEZ, and held disability and inclusion training for team members with the Inclusively and Disability:IN organizations.
We leverage historical data to continuously improve experiences for drivers and riders on our platform. Our platform analyzes large datasets covering the ride lifecycle, from when drivers go online and riders request rides, to when they match, which route to take and any feedback given after the rides.
Our platform analyzes large datasets covering the ride lifecycle, from when drivers go online and riders request rides, to when they match, which route to take and any feedback given after the rides.
In 2018, California passed first-of-its-kind legislation (the “California Clean Miles Standard”) to mandate that TNCs increase the percentage of zero-emission vehicles on their platforms, with additional requirements to reduce their GHG emissions on a GHG per passenger-mile basis.
In 2018, California passed first-of-its-kind legislation (the “California Clean Miles Standard”) to mandate that TNCs increase the percentage of zero-emission vehicles on their platforms, with additional targets intended to reduce GHG emissions from TNC platforms.
There are also a number of companies developing autonomous vehicle technology and TaaS offerings that may compete with us in the future, including Alphabet (Waymo), which is offering autonomous ride-hailing services in certain markets, Amazon (Zoox), Apple, Aurora, Baidu, General Motors (Cruise), Motional, and Tesla as well as many other technology companies and automobile manufacturers and suppliers.
There are also a number of companies developing autonomous vehicle technology and TaaS offerings that either are competing with us or may compete with us in the future, including Alphabet (Waymo), Amazon (Zoox), Baidu, Motional, and Tesla as well as many other technology companies and automobile manufacturers and suppliers.
We also generate revenue from riders renting Light Vehicles, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings, such as our Concierge and Lyft Pass programs. In 2021, we began generating revenues from licensing and data access agreements.
We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware, advertising services, riders renting Light Vehicles, drivers renting vehicles through Express Drive and by making our ridesharing marketplace available to organizations through our Lyft Business offerings, such as our Concierge and Lyft Pass programs.
The Lyft App provides real-time ride tracking, so riders can share their exact location and route with family and friends. Once a user enables this feature, a user’s trusted contacts (who they shared their location with) can see trip status and where they are on the map. • Emergency help, supported by ADT.
Once a user enables this feature, a user’s trusted contacts (who they shared their location with) can see trip status and where they are on the map. • Emergency help, supported by ADT.
We’re making it easier to get out of the house, and the hundreds of millions of rides we facilitated in 2023 connected people with friends, family, and coworkers. Everyday encounters like these help people feel happier and more connected to their community. For drivers, Lyft is part of the economic fabric of millions of lives.
For riders, social interaction improves physical and mental health. We’re making it easier to get out of the house, and the hundreds of millions of rides we facilitated in 2024 connected people with friends, family, and coworkers. Everyday encounters like these help people feel happier and more connected to their community.
Our marketing efforts bring our brand to life across a variety of communication channels ranging from national broadcast campaigns to more direct communications like email and social media engagement.
Our marketing efforts bring our brand to life across a variety of communication channels ranging from national broadcast campaigns to more direct communications like email and social media engagement. We also benefit from positive word of mouth in the existing Lyft rider and driver communities.
Our offerings on the Lyft App include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips. Substantially all of our revenue is generated from our ridesharing marketplace that connects drivers and riders.
We’ve also taken steps to ensure our network is well positioned to benefit from technological innovation in mobility. Our offerings on the Lyft App include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips.
We also benefit from positive word of mouth in the existing Lyft rider and driver communities. 8 Our marketing efforts educate people about Lyft products in creative and memorable ways and generate greater brand awareness among potential drivers and riders. Our brand marketing includes but is not limited to Lyft-produced content, culture and entertainment partnerships, marketing partnerships, and outdoor advertisements.
Our marketing efforts educate people about Lyft products in creative and memorable ways and generate greater brand awareness among potential drivers and riders. Our brand marketing includes but is not limited to Lyft-produced content, culture and entertainment partnerships, marketing partnerships, and outdoor advertisements. We use specific channels and initiatives so we can measure the impact of our marketing spend.
We leverage our proprietary dispatch platform and data to help drivers and riders connect efficiently and reduce wait times. As of November 2023, scheduled rides to the airport are backed by our on-time pickup promise in certain major markets.
We strive to ensure that riders can get a ride when they want one. We leverage our proprietary dispatch platform and data to help drivers and riders connect efficiently and reduce wait times. Scheduled rides to the airport are backed by our on-time pickup promise in many major markets.
Other Lyft Up programs provide donated ride credits to resettlement agencies and other community based organizations helping refugees access essential needs and services or relief rides in the aftermath of natural or manmade disasters.
In 2024, we also provided thousands of free rides on Election Day for riders to get to the polls to exercise their right to vote. Other Lyft Up programs provide donated ride credits to resettlement agencies and other community based organizations helping refugees access essential needs and services or relief rides in the aftermath of natural or manmade disasters.
Corporate Information We were incorporated in 2007 as Bounder Web, Inc., a Delaware corporation. In 2008, we changed our name to Zimride, Inc.
Corporate Information We were incorporated in 2007 as Bounder Web, Inc., a Delaware corporation. In 2008, we changed our name to Zimride, Inc. We founded Lyft in 2012 and changed our name to Lyft, Inc. in 2013 when we sold the assets related to our Zimride operations.
Our Transportation Network Our transportation network is primarily comprised of: • Ridesharing Marketplace. Our core offering connects drivers with riders. The scale of our network enables us to predict demand and proactively incentivize drivers to be available for rides in the right place at the right time.
Our core offering connects drivers with riders. The scale of our network enables us to predict demand and proactively incentivize drivers to be available for rides in the right place at the right time. This allows us to optimize earning opportunities for drivers and offer convenient rides for riders, creating sustainable value to both sides of our marketplace.
Drivers may be students putting themselves through college, parents looking for a way to earn while their kids are in school, or seniors interested in meeting new people. The flexibility to work on their own schedules is a core benefit of driving with Lyft, and millions of drivers use the platform to support their families or build toward their dreams.
For drivers, Lyft is part of the economic fabric of millions of lives. Drivers may be students putting themselves through college, parents looking for a way to earn while their kids are in school, or seniors interested in meeting new people.
For additional information, see the sections titled “Risk Factors—Risks Related to Regulatory and Legal Factors—Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business” and “Risk Factors—Risks Related to Regulatory and Legal Factors—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Our Growth Strategy Transportation represents a massive market opportunity, one that we are in the very early stages of addressing.
For additional information, see the sections titled “Risk Factors—Risks Related to Regulatory and Legal Factors—Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business” 7 and “Risk Factors—Risks Related to Regulatory and Legal Factors—Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.” Competition The market for Transportation-as-a-Service (“TaaS”) networks is intensely competitive and characterized by rapid changes in technology, shifting levels of demand and frequent introductions of new services and offerings.
We’ve achieved significant growth in EV rides on our platform by investing in EV driver incentives, expanding the Express Drive EV rental program, helping drivers access discounted fast charging and advocating for smart EV policy. We believe many users are loyal to Lyft because of our values, brand and commitment to social and environmental responsibility.
Over the last two years, we’ve achieved significant growth in EV rides on our platform by investing in EV driver incentives, expanding the Express Drive EV rental program, helping drivers access discounted fast charging, expanding Green and advocating for smart EV policy.
Demand for our transportation network has historically declined over the winter season and demand for our network of Light Vehicles has historically increased during more temperate and dry seasons. Our Brand and Marketing We believe good energy moves the world. The Lyft brand is rooted in our hospitality principles: safety, simplicity, reliability, care, and delight.
Demand for our transportation network has historically declined over the winter season and demand for our network of Light Vehicles has historically increased during more temperate and dry seasons. Our Brand and Marketing Our purpose is to serve and connect. The Lyft brand is rooted in expecting more from every journey.
In the United States, continuous criminal monitoring allows us to quickly deactivate drivers with disqualifying criminal convictions. Similarly, in the United States, we also continuously check driving records so that we can promptly identify and remove drivers from the platform upon detection of a disqualifying violation. • Share location .
Similarly, in the United States, we also 8 continuously check driving records so that we can promptly identify and remove drivers from the platform upon detection of a disqualifying violation. • Share location . The Lyft App provides real-time ride tracking, so riders can share their exact location and route with family and friends.
Unless otherwise stated, riders are passengers who request rides from drivers in our ridesharing marketplace and renters of a shared bike, scooter or automobile available on the Lyft App.
Unless otherwise stated, riders are passengers who request rides from drivers in our ridesharing marketplace, or renters of a shared bike, scooter or automobile available on the Lyft App. We work hard to provide riders with a quality experience every time they open the Lyft App, so riders will continue to select Lyft as their transportation network of choice.
Our comprehensive set of solutions allows clients to design, manage and pay for ground transportation programs that contribute to productivity and satisfaction while reducing cost and streamlining operations. Our Technology Infrastructure and Operations We organize our product teams with a full-stack development model, integrating product management, engineering, analytics, data science and design.
Business We work with organizations across a wide range of industries to deliver transportation solutions. Our comprehensive set of solutions allows clients to design, manage and pay for ground transportation programs that contribute to productivity and satisfaction while reducing cost and streamlining operations.
Competition The market for Transportation-as-a-Service (“TaaS”) networks is intensely competitive and characterized by rapid changes in technology, shifting levels of demand and frequent introductions of new services and offerings. We expect competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic advantages.
We expect competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic advantages.
We have not experienced any work stoppages and we consider our relations with our employees to be positive. We believe that achieving more diversity in workforce representation is an important priority. We are a company with a diverse customer base, and the more our employees reflect that diversity, the better we can serve our customers, ultimately making our business stronger.
None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages and we consider our relations with our employees to be positive. 9 We believe that achieving more diversity in workforce representation is an important priority.
We are also investing in iterating and continuously improving our data privacy and security foundation, and continually review and implement the most relevant policies. Our Proprietary Data-Driven Technology Platform Our robust technology platform powers the millions of rides and connections that we facilitate every day and provides insights that drive our platform in real-time.
Our Proprietary Data-Driven Technology Platform Our robust technology platform powers the millions of rides and connections that we facilitate every day and provides insights that drive our platform in real-time. We leverage historical data to continuously improve experiences for drivers and riders on our platform.
We have an important purpose, which is to get riders out into the world so they can live their lives together, and to provide drivers a way to work that gives them control over their time and money.
We strive to get riders out into the world so they can live their lives together, and to provide drivers a way to work that gives them control over their time and money. Our ridesharing marketplace connects drivers with riders via the Lyft mobile application (the “Lyft App”) in cities across the United States and in certain cities in Canada.
Refer to Note 9 “Commitments and Contingencies” to the consolidated financial statements for information regarding this agreement. We designed our platform with multiple layers of redundancy to guard against data loss and deliver high availability. Both incremental and full backups are performed and redundant copies of content are stored independently in separate geographic regions.
As a result of our partnership, we believe we are more resilient to surges in demand on our platform or product changes we may introduce. Refer to Note 10 “Commitments and Contingencies” to the consolidated financial statements for information regarding this agreement. We designed our platform with multiple layers of redundancy to guard against data loss and deliver high availability.
We focus on affordability, reliability, efficiency, optimization and cohesion when developing our software. Our offerings are mobile-first and platform agnostic. We seek to continuously improve the Lyft Platform and the Lyft App. Our offerings are built on a scalable technology platform that enables us to manage peaks in demand.
Our Technology Infrastructure and Operations We organize our product teams with a full-stack development model, integrating product management, engineering, analytics, data science and design. We focus on affordability, reliability, efficiency, optimization and cohesion when developing our software. Our offerings are mobile-first and platform agnostic. We seek to continuously improve the Lyft Platform and the Lyft App.
We have a commercial agreement with Amazon Web Services (“AWS”) for cloud services to help deliver and host our platform. As a result of our partnership, we believe we are more resilient to surges in demand on our platform or product changes we may introduce.
Our offerings are built on a scalable technology platform that enables us to manage peaks in demand. We have a commercial agreement with Amazon Web Services (“AWS”) for cloud services to help deliver and host our platform.
Our values, brand and focus on customer experience are key differentiators for our business. We continue to believe that users are increasingly choosing services, including a transportation network, based on brand affinity and value alignment and we aim to make it easy for both drivers and riders to choose Lyft every time.
We continue to believe that users are increasingly choosing services, including a transportation network, based on brand affinity and value alignment and we aim to make it easy for both drivers and riders to choose Lyft every time. 1 For the definition of Gross Bookings and Rides, refer to the “Definitions of Key Metrics” section within Item 7 of Part II of this Annual Report on Form 10-K. 5 Our Transportation Network Our transportation network is primarily comprised of: • Ridesharing Marketplace.
As of December 31, 2023, we had 2,945 employees and we maintain additional offices in multiple locations in the U.S. and internationally in Montreal, Canada, Mexico City, Mexico, Kyiv, Ukraine, Berlin, Germany, Munich, Germany and Minsk, Belarus. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Human Capital Our employees are our human capital and, together with our technology stack, they are our greatest strength and most valuable resource. As of December 31, 2024, we had 2,934 employees and we maintain additional offices in multiple locations in the U.S. and internationally in Toronto, Canada, Montreal, Canada, Mexico City, Mexico, Kyiv, Ukraine, Berlin, Germany and Munich, Germany.
Over 20% of rides on the Lyft Platform are currently in a hybrid or an EV. In April 2023, we launched Green, where riders can select an EV or hybrid vehicle, specifically for business travelers, and in January 2024, we expanded Green to nearly 40 airports in North America.
Over 23% of rides on the Lyft Platform were in a hybrid or an EV. In 2024, we expanded Green, where riders can select an EV or hybrid vehicle, to 40 airports and 22 cities in North America. Because we stand at a pivotal moment in the fight against climate change, Lyft strives to grow EVs on the platform.
We use specific channels and initiatives so we can measure the impact of our marketing spend. We attract new drivers and riders through referrals, partnerships, display advertising, radio, video, social media, email, search engine optimization, keyword search campaigns, and more.
We attract new drivers and riders through referrals, partnerships, display advertising, radio, video, social media, email, search engine optimization, keyword search campaigns, and more. We continue to engage with current riders through a variety of initiatives, including emails, in-app notifications, social media content, promotions, and more.
To help us uphold high community standards, we give both drivers and riders the opportunity to rate each other after a ride booked through the Lyft App. • Support. We offer drivers access to 24/7 support and earnings tools as well as education resources and other support to meet their personal goals.
We offer drivers access to 24/7 support and earnings tools as well as education resources and other support to meet their personal goals. Riders Riders are as diverse and dynamic as the communities we serve.
Through our Lyft Up initiative, we’re working to provide riders access to affordable, reliable transportation to get where they need to go — no matter their age, income, zip, or postal code. In 2023, Lyft provided access to millions of discounted or donated rideshare, bikeshare, and shared scooter rides to people in need.
We want to improve the lives of everyone we interact with, but know that targeted programs can have an outsized impact. Through our Lyft Up initiative, we’re working to provide riders access to affordable, reliable transportation to get where they need to go — no matter their age, income, zip, or postal code.
We leverage our technology platform, the scale and density of our user network and insights from a significant number of rides to improve our ridesharing marketplace efficiency and develop new offerings. We’ve also taken steps to ensure our network is well positioned to benefit from technological innovation in mobility.
We have established a scaled network of users brought together by our robust technology platform (the “Lyft Platform”) that powers rides and connections every day. We leverage our technology platform, the scale and density of our user network and insights from a significant number of rides to improve our ridesharing marketplace efficiency and develop new offerings.
For the definition of Gross Bookings and Rides, refer to the “Definitions of Key Metrics” section within Item 7 of Part II of this Annual Report on Form 10-K. 5 • Express Drive. Our car rental program for drivers, including those who want to drive using our platform but do not have access to a vehicle that meets our requirements.
Our car rental program for drivers, including those who want to drive using our platform but do not have access to a vehicle that meets our requirements.
Some measures we take to promote the safety of riders and drivers on the platform include: • Annual background checks and ongoing criminal monitoring . Every driver is required to pass a professionally administered criminal background check before they drive and each year after that.
Every driver is required to pass a professionally administered criminal background check before they drive and each year after that. In the United States, continuous criminal monitoring allows us to quickly deactivate drivers with disqualifying criminal convictions.
As of December 31, 2023, our employee base was 57% male and 40% female, and women represented 42% of our leadership overall. The ethnicity of our U.S. employees was 46% White, 32% Asian, 9% Hispanic or Latinx, 7% Black, and 5% two or more races, American Indian, Alaska Native, Native Hawaiian or other Pacific Islander.
The ethnicity of our U.S. employees was 46% White, 32% Asian, 9% Hispanic or Latinx, 7% Black, and 6% two or more races, American Indian, Alaska Native, Native Hawaiian or other Pacific Islander. Our employee gender and ethnicity information is based on self-identification, and employees who did not disclose their gender or ethnicity have been excluded from the applicable disclosure.
We are focused on delivering a great rideshare experience and will continue to innovate for drivers and riders, creating an increasingly differentiated service over time. We are committed to building a durable, healthy and profitable business for riders, drivers and shareholders. Additionally, we aim to advocate through our commitment to social and environmental responsibility.
In 2024, we achieved net income for the first time in our operating history and record cash flow generation. We are committed to building a durable, healthy and profitable business for riders, drivers and shareholders. Additionally, we aim to advocate through our commitment to social and environmental responsibility.
Trust is the foundation of our relationship with drivers and riders on our platform, and we take significant measures every day that are focused on their safety. To ensure we are delivering exceptional service levels and upholding high quality standards, we have established our Safety and Customer Care, or SCC, team as a key part of our organization.
To ensure we are delivering exceptional service levels and upholding high quality standards, we have established our Safety and Customer Care, or SCC, team as a key part of our organization. SCC is in charge of fielding safety and customer support inquiries and is available through multiple channels, including via self-service and assisted support directly within our apps.
Our employee gender and ethnicity information is based on self-identification, and employees who did not disclose their gender or ethnicity have been excluded from the applicable disclosure. As of December 31, 2023, employees who did not disclose gender represented approximately 3% of total employees, and employees who did not disclose ethnicity represented approximately 1% of total U.S. employees.
As of December 31, 2024, employees who did not disclose gender represented approximately 3% of total employees, and employees who did not disclose ethnicity represented approximately 2% of total U.S. employees.
Wait & Save, a substantial and growing portion of rides, offers riders a way to save money when they aren’t in a hurry. • Safety . Since day one, we have worked continuously to enhance the safety of our platform and the ridesharing industry by developing innovative products, policies and processes.
Since day one, we have worked continuously to enhance the safety of our platform and the ridesharing industry by developing innovative products, policies and processes. We have a dedicated safety response team, Emergency Help with ADT, Inc. (“ADT”), and partnerships with leading national organizations to inform our safety policies.
The more rides that are taken on our platform, the better we are able to offer riders personalized experiences most suitable to their trip. • Availability and Reliability. We strive to ensure that riders can get a ride when they want one.
Additional transportation modes, such as Light Vehicles, offer more options for shorter trips. We also continue to launch new features, such as Women+ Connect and Price Lock. The more rides that are taken on our platform, the better we are able to offer riders personalized experiences most suitable to their trip. • Availability and Reliability.
We expect this investment to help us reach 100 million all-time EV rides on the platform by the end of 2025. Most of this funding will go to drivers in states that are committed to electrifying, developing infrastructure, and growing EV adoption as quickly as possible.
We are continuing to work toward our investment goal, and while our timeline may be extended to complete such investment, we expect that the investments we make will help us reach 100 million all-time EV rides on the platform by the end of 2025.
We also launched the Weekly Pay Statement for a clearer, more comprehensive view of driver's pay details. • Insurance. We procure insurance that helps protect transportation network company (“TNC”) drivers against financial losses related to automobile accidents while on the platform. • Community Standards.
We procure insurance that helps protect transportation network company (“TNC”) drivers against financial losses related to automobile accidents while on the platform. • Community Standards. To help us uphold high community standards, we give both drivers and riders the opportunity to rate each other after a ride booked through the Lyft App. • Support.
We continue to engage with current riders through a variety of initiatives, including emails, in-app notifications, social media content, promotions, and more. Our Commitment to Safety A strong guiding principle since day one has been to build a community that drivers and riders trust.
Our Commitment to Safety A strong guiding principle since day one has been to build a community that drivers and riders trust. Trust is the foundation of our relationship with drivers and riders on our platform, and we take significant measures every day that are focused on improving their safety.
We founded Lyft in 2012 and changed our name to Lyft, Inc. in 2013 when we sold the assets related to our Zimride operations. 11 Available Information Our website is located at www.lyft.com, and our investor relations website is located at investor.lyft.com.
Available Information Our website is located at www.lyft.com, and our investor relations website is located at investor.lyft.com.
We still believe in the long-term transition to EVs, but now do not see a path to completing our transition to 100% EVs by 2030 given the current EV landscape. Over the course of 2024 and 2025, we will invest an additional $80 million total to support EV drivers and encourage gas-powered drivers to make the switch.
In 2024, we announced a commitment to invest $80 million by the end of 2025 to support EV drivers and encourage gas powered drivers to make the switch.
Anyone who rates a rider or driver three stars or fewer will never be matched with that individual again through the app. 9 Government Regulation We are subject to a wide variety of laws and regulations in the United States and other jurisdictions.
Anyone who rates a rider or driver three stars or fewer will never be matched with that individual again through the app. • Industry Sharing Safety Program. Lyft partners with certain companies to share information about the drivers who are deactivated from certain rideshare and delivery platforms for specific select reasons.
We keep working to understand who drivers are and how they use Lyft through our annual Economic Impact Report. We want to improve the lives of everyone we interact with, but know that targeted programs can have an outsized impact.
The flexibility to work on their own schedules is a core benefit of driving with Lyft, and millions of drivers use the platform to support their families or build toward their dreams. We keep working to understand who drivers are and how they use Lyft through our annual Economic Impact Report.
We work hard to provide riders with a quality experience every time they open the Lyft App, in order to earn the right to have Lyft be their transportation network of choice. Riders on our platform also have key benefits, which include: • Selection and Convenience. We designed the Lyft App with a focus on simplicity, efficiency and convenience.
Riders on our platform also have key benefits, which include: • Selection and Convenience. We designed the Lyft App with a focus on simplicity, efficiency and convenience. Our proprietary technology efficiently matches riders with drivers through advanced dispatching algorithms providing faster arrival times, localized pricing and maximum availability.
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Our ridesharing marketplace connects drivers with riders via the Lyft mobile application (the “Lyft App”) in cities across the United States and in select cities in Canada. We have established a scaled network of users brought together by our robust technology platform (the “Lyft Platform”) that powers rides and connections every day.
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Riders and drivers want and value choice, and we believe there remains an opportunity for growth in our marketplace. In July 2024, we launched Price Lock, a new subscription offering that caps the price of a rider's regular and scheduled rides on a specified route during the rider's chosen pickup time.
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In 2022, we began generating revenues from the sale of bikes and bike station software and hardware sales substantially through our acquisition of PBSC Urban Solutions Inc (“PBSC”). Riders and drivers want and value choice, and we believe there remains an opportunity for growth in our marketplace.
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Additionally, in February 2024, we launched the driver earnings commitment in limited markets, where we ensure drivers will earn at least 70% of weekly passenger payments after external fees. We then expanded this earnings commitment to all markets in the United States in May 2024.
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This allows us to optimize earning opportunities for drivers and offer convenient rides for riders, creating sustainable value to both sides of our marketplace. Our ridesharing marketplace connects drivers with riders in cities across the United States and in select cities in Canada.
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In November 2024, we announced plans for multiple AV partnerships that will connect the Lyft community with AV rides in the Lyft app. We are focused on delivering a great rideshare experience and will continue to innovate for drivers and riders, creating an increasingly differentiated service over time.
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Our proprietary technology efficiently matches riders with drivers through advanced dispatching algorithms providing faster arrival times, localized pricing and maximum availability. Additional transportation modes, such as Light Vehicles, offer more options for shorter trips. We also continue to launch new features, such as Women+ Connect.
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We believe many users are loyal to Lyft because of our values, brand and commitment to social and environmental responsibility. Our values, brand and focus on customer experience are key differentiators for our business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

187 edited+22 added−28 removed492 unchanged
Biggest changeRisk Factor Summary Our business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following: General economic factors • general macroeconomic conditions; • the impact of the COVID-19 pandemic and responsive measures; • natural disasters, economic downturns, public health crises or political crises; Operational factors • our limited operating history; • our financial performance and any inability to achieve or maintain profitability in the future; • competition in our industries; • the unpredictability of our results of operations and uncertainty regarding the growth of the ridesharing and other markets; • our ability to attract and retain qualified drivers and riders; • our insurance coverage, the adequacy of our insurance reserves, and the ability of third-party insurance providers to service our auto-related insurance claims; • our reputation and brand; • illegal or improper activity of users of our platform; • the accuracy of background checks on potential or current drivers and our third party providers' ability to effectively conduct such background checks; • changes to our pricing practices; • the growth and development of our network of Light Vehicles and the quality of and supply chain for our Light Vehicles; • our autonomous vehicle technology, partnerships with other companies who offer autonomous vehicle technologies, and the overall development of the autonomous vehicle industry; • claims from riders, drivers or third parties; • our ability to manage our growth; • actual or perceived security or privacy breaches or incidents and resulting interruptions in our availability or the availability of other systems and providers; • our reliance on third parties, such as Amazon Web Services, vehicle rental partners, payment processors and other service providers; • our ability to operate our Express Drive program; • our nascent advertising business, Lyft Media; • our use of artificial intelligence and machine learning; 13 • the development of new offerings on our platform and management of the complexities of such expansion; • inaccuracies in or changes to our key metrics and estimates; • our ability to offer high-quality user support and to deal with fraud; • our ability to effectively manage our Wait & Save offerings; • our ability to effectively manage our pricing methodologies; • our company culture; • our reliance on key personnel and our ability to attract and retain personnel; • changes in the Internet, mobile device accessibility, mobile device operating systems and application marketplaces; • the interoperability of our platform across third-party applications and services; • defects, errors or vulnerabilities in our technology and that of third-party providers or system failures; • factors relating to our intellectual property rights as well as the intellectual property rights of others; • our presence outside the United States and any future international expansion; Regulatory and Legal factors • changes in laws and the adoption and interpretation of administrative rules and regulations; • the classification status of drivers on our platform; • intellectual property litigation; • compliance with laws and regulations relating to privacy, data protection and the protection or transfer of personal data; • litigation and other proceedings arising in the ordinary course of our business; • compliance with additional laws and regulations as we expand our offerings; • our ability to maintain an effective system of disclosure controls and internal control over financial reporting; • changes in tax laws; • assertions from taxing authorities that we should have collected or in the future should collect additional taxes; • costs related to operating as a public company; • climate change and related regulatory developments; Financing and Transactional Risks • our future capital requirements and our ability to service our current and future debt, financial covenants and other operational restrictions contained in our current debt agreements, and counterparty risk with respect to our capped call transactions; • our ability to make and successfully integrate acquisitions and investments or complete divestitures, joint ventures, partnerships or other strategic transactions; • our tax liabilities, ability to use our net operating loss carryforwards and future changes in tax matters; Governance Risks and Risks related to Ownership of our Capital Stock • the dual class structure of our common stock, its concentration of voting power with our Co-Founders and its impact on our stock price; • the volatility of the trading price of our Class A common stock; • provisions of Delaware law and our certificate of incorporation and bylaws that may make a merger, tender offer or proxy contest difficult; and • exclusive forum provisions in our bylaws. 14 Risks Related to General Economic Factors A deterioration of general macroeconomic conditions could materially and adversely affect our business and financial results.
Biggest changeRisk Factor Summary Our business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following: Operational Factors • our limited operating history; • our financial performance and any inability to achieve or maintain profitability in the future; • competition in our industries; • the unpredictability of our results of operations and uncertainty regarding the growth of the ridesharing and other markets; • our ability to attract and retain qualified drivers and riders; • our insurance coverage, the adequacy of our insurance reserves, and the ability of third-party insurance providers to service our auto-related insurance claims; • our reputation and brand; • illegal or improper activity of users of our platform; • the accuracy of background checks on potential or current drivers and our third party providers' ability to effectively conduct such background checks; • changes to our pricing practices; • the growth and development of our network of Light Vehicles and the quality of and supply chain for our Light Vehicles; • our autonomous vehicle technology, partnerships with other companies who offer autonomous vehicle technologies, and the overall development of the autonomous vehicle industry; • claims from riders, drivers or third parties; • our ability to manage our growth; • actual or perceived security or privacy breaches or incidents and resulting interruptions in our availability or the availability of other systems and providers; • our reliance on third parties, such as Amazon Web Services, vehicle rental partners, payment processors and other service providers; • our ability to operate our Express Drive program; • our nascent advertising business, Lyft Media; • our use of artificial intelligence and machine learning; • the development of new offerings on our platform and management of the complexities of such expansion; • inaccuracies in or changes to our key metrics and estimates; • our ability to offer high-quality user support and to deal with fraud; • our ability to effectively manage the offerings on our multimodal platform; 12 • our ability to effectively manage our pricing methodologies; • our company culture; • our reliance on key personnel and our ability to attract and retain personnel; • changes in the Internet, mobile device accessibility, mobile device operating systems and application marketplaces; • the interoperability of our platform across third-party applications and services; • defects, errors or vulnerabilities in our technology and that of third-party providers or system failures; • factors relating to our intellectual property rights as well as the intellectual property rights of others; • our presence outside the United States and any future international expansion; General Economic Factors • general macroeconomic conditions; • natural disasters, public health crises or political crises; Regulatory and Legal Factors • changes in laws and the adoption and interpretation of administrative rules and regulations; • the classification status of drivers on our platform; • intellectual property litigation; • compliance with laws and regulations relating to privacy, data protection and the protection or transfer of personal data; • litigation and other proceedings arising in the ordinary course of our business; • compliance with additional laws and regulations as we expand our offerings; • our ability to maintain an effective system of disclosure controls and internal control over financial reporting; • changes in tax laws; • assertions from taxing authorities that we should have collected or in the future should collect additional taxes; • costs related to operating as a public company; • climate change and related regulatory developments; Financing and Transactional Risks • our future capital requirements and our ability to service our current and future debt, financial covenants and other operational restrictions contained in our current debt agreements, and counterparty risk with respect to our capped call transactions; • our ability to make and successfully integrate acquisitions and investments or complete divestitures, joint ventures, partnerships or other strategic transactions; • our tax liabilities, ability to use our net operating loss carryforwards and future changes in tax matters; Governance Risks and Risks related to Ownership of our Capital Stock • the dual class structure of our common stock, its concentration of voting power with our Co-Founders and its impact on our stock price; • the volatility of the trading price of our Class A common stock; • provisions of Delaware law and our certificate of incorporation and bylaws that may make a merger, tender offer or proxy contest difficult; and • exclusive forum provisions in our bylaws. 13 Risks Related to Operational Factors Our limited operating history and our evolving business make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Our financial performance in recent periods may not be indicative of future performance, and we may not be able to achieve or maintain profitability in the future. Prior to COVID-19, we grew rapidly. In 2020, due to COVID-19 and the related government and public health measures, our revenue declined significantly.
Our financial performance in recent periods may not be indicative of future performance, and we may not be able to achieve or maintain profitability in the future. Prior to 2020, we grew rapidly. In 2020, due to COVID-19 and the related government and public health measures, our revenue declined significantly.
These transactions involve numerous risks, whether or not completed, any of which could harm our business and negatively affect our financial condition and results of operations, including: • intense competition for suitable acquisition and investment targets, which could increase transaction costs and adversely affect our ability to consummate deals on favorable or acceptable terms; • failure or material delay in closing a transaction; • transaction-related lawsuits or claims; • our ability to successfully obtain indemnification or representation and warranty insurance; • difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company; • challenges related to entering into new markets or geographies; • difficulties in retaining key employees or business partners of an acquired company; • diversion of financial and management resources from existing operations or alternative acquisition opportunities; • failure to realize the anticipated benefits or synergies of a transaction; • failure to identify the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues; • acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business, or the risk that we become subject to new or additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways; • theft of our trade secrets or confidential information that we share with potential acquisition candidates; • risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business; and 46 • adverse market reaction to an acquisition.
These transactions involve numerous risks, whether or not completed, any of which could harm our business and negatively affect our financial condition and results of operations, including: • intense competition for suitable acquisition and investment targets, which could increase transaction costs and adversely affect our ability to consummate deals on favorable or acceptable terms; • failure or material delay in closing a transaction; • transaction-related lawsuits or claims; • our ability to successfully obtain indemnification or representation and warranty insurance; • difficulties in integrating the technologies, operations, existing contracts and personnel of an acquired company; • challenges related to entering into new markets or geographies; • difficulties in retaining key employees or business partners of an acquired company; • diversion of financial and management resources from existing operations or alternative acquisition opportunities; • failure to realize the anticipated benefits or synergies of a transaction; • failure to identify the problems, liabilities or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, litigation, revenue recognition or other accounting practices, or employee or user issues; • acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and data security, as well as anti-bribery and anti-corruption laws, export controls, sanctions and industry-specific-regulation; • risks that regulatory bodies may enact new laws or promulgate new regulations that are adverse to an acquired company or business, or the risk that we become subject to new or additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways; • theft of our trade secrets or confidential information that we share with potential acquisition candidates; • risk that an acquired company or investment in new offerings cannibalizes a portion of our existing business; and • adverse market reaction to an acquisition.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any amendments to our amended and restated certificate of incorporation or amendments by stockholders to our amended and restated bylaws require the approval of at least two-thirds of our then-outstanding voting power; • our dual class common stock structure, which provides our Co-Founders, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; 50 • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, our President or a majority of our board of directors; • certain litigation against us can only be brought in Delaware; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following: • any amendments to our amended and restated certificate of incorporation or amendments by stockholders to our amended and restated bylaws require the approval of at least two-thirds of our then-outstanding voting power; • our dual class common stock structure, which provides our Co-Founders, individually or together, with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock; • our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; • our stockholders are only able to take action at a meeting of stockholders and are not able to take action by written consent for any matter; • our amended and restated certificate of incorporation does not provide for cumulative voting; • vacancies on our board of directors are able to be filled only by our board of directors and not by stockholders; • a special meeting of our stockholders may only be called by the chairperson of our board of directors, our Chief Executive Officer, our President or a majority of our board of directors; • certain litigation against us can only be brought in Delaware; • our amended and restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and • advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, 36 to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.
Following the sale of our Level 5 self-driving vehicle division in 2021, we no longer develop our own autonomous vehicle technology, so we must develop and maintain partnerships with other companies to offer autonomous vehicle technology on our platforms, and if we are unable to do so, or if we do so at a slower pace or at a higher cost or if our technology is less capable relative to our competitors, or if our efforts to optimize our strategy with regard to our autonomous vehicle technology development are not successful, our business, financial condition and results of operations could be adversely affected.
Following the sale of our Level 5 self-driving vehicle division in 2021, we no longer develop our own autonomous vehicle technology, so we must develop and maintain partnerships with other companies to offer autonomous vehicle technology on our platforms, and if we are unable to do so, or if we do so at a slower pace or at a higher cost or if our technology is less capable relative to our competitors, or if our efforts to optimize our strategy with regard to our autonomous vehicle technology development are not successful, our business, financial condition and 22 results of operations could be adversely affected.
These new and modified laws, including the CPRA, and other changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant changes to our operations and our data processing practices and policies, may require us to incur additional compliance-related costs and expenses, and may even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future.
These new and modified laws, including the CPRA, and other changes in laws or regulations relating to privacy, data protection and information security, 39 particularly any new or modified laws or regulations that require enhanced protection of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, require significant changes to our operations and our data processing practices and policies, may require us to incur additional compliance-related costs and expenses, and may even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future.
Unauthorized parties have in the past gained access, and may in the future gain access, to systems or facilities we maintain or use in our business through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors.
Unauthorized parties have in the past gained access, and may in the future gain access, to systems or facilities we maintain or use in our business through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners, customers, users or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors.
For example, it could: 47 • make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation; • limit our flexibility in planning for, or reacting to, changes in our business and our industry; • place us at a disadvantage compared to our competitors who have less debt; • limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes; and • make an acquisition of our company less attractive or more difficult.
For example, it could: • make us more vulnerable to adverse changes in general U.S. and worldwide economic, industry and competitive conditions and adverse changes in government regulation; • limit our flexibility in planning for, or reacting to, changes in our business and our industry; • place us at a disadvantage compared to our competitors who have less debt; • limit our ability to borrow additional amounts to fund acquisitions, for working capital and for other general corporate purposes; and • make an acquisition of our company less attractive or more difficult.
Additionally, we have invested and from time to time we will continue to invest resources in an attempt to influence or challenge legislation and other regulatory matters pertinent to our operations, particularly those related to the ridesharing industry, which may negatively impact the legal and administrative proceedings challenging the classification of drivers on our platform as independent contractors if we are unsuccessful or lead to additional costs and expenses even if we are successful.
Additionally, we have invested and from time to time we will continue to invest resources in an attempt to influence or challenge legislation and other regulatory matters pertinent to our operations, particularly those related to the ridesharing industry, 36 which may negatively impact the legal and administrative proceedings challenging the classification of drivers on our platform as independent contractors if we are unsuccessful or lead to additional costs and expenses even if we are successful.
Further, we have secured debt financing which has resulted in fixed obligations and certain restrictive covenants, and any debt financing secured by us in the future would result in increased fixed obligations and could involve additional restrictive covenants relating to our capital-raising activities and other financial and 45 operational matters, as well as liens on some or all of our assets, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
Further, we have secured debt financing which has resulted in fixed obligations and certain restrictive covenants, and any debt financing secured by us in the future would result in increased fixed obligations and could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, as well as liens on some or all of our assets, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.
Negative perception of our platform or company may harm our reputation, brand and networks effects, including as a result of: • complaints or negative publicity about us, drivers on our platform, riders, our product offerings, our ability to deliver on product promises, pricing or our policies and guidelines, including our practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents; • illegal, negligent, reckless or otherwise inappropriate behavior by drivers or riders or third parties, or concerns about the safety of our platform or ridesharing in general; • a failure to provide drivers with a sufficient level of ride requests, charge drivers fees and commissions that are competitive or provide drivers with competitive fares and incentives; • a failure to offer riders competitive ride pricing and pick-up times or the desired range of ride types; • actual or perceived disruptions of or defects in our platform, such as privacy or data security breaches or incidents, site outages, payment disruptions or other incidents that impact the reliability of our offerings; • litigation over, or investigations by regulators into, our platform or our business, including any adverse resolution of such litigation or investigations; 21 • users’ lack of awareness of, or compliance with, our policies, changes to our policies that are negatively received, or a failure to enforce our policies in a manner perceived as effective, fair and transparent; • a failure to operate our business in a way that is consistent with our stated values and mission, including modification or discontinuation of our community or sustainability programs, illegal or otherwise inappropriate behavior by our management team or other employees or contracts, or negative perception of our treatment of employees; • inadequate or unsatisfactory user support service experiences; • negative responses by drivers or riders to new offerings on our platform; • accidents, defects or other negative incidents involving autonomous vehicles or Light Vehicles on our platform or Light Vehicles sold to third parties; • political or social policies or activities, including our response to employee sentiment related to these matters; or • any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
Negative perception of our platform or company may harm our reputation, brand and networks effects, including as a result of: • complaints or negative publicity about us, drivers on our platform, riders, our product offerings, our ability to deliver on product promises, pricing or our policies and guidelines, including our practices and policies with respect to drivers, or the ridesharing industry, even if factually incorrect or based on isolated incidents; • illegal, negligent, reckless or otherwise inappropriate behavior by drivers or riders or third parties, or concerns about the safety of our platform or ridesharing in general; • a failure to provide drivers with a sufficient level of ride requests, charge drivers fees and commissions that are competitive or provide drivers with competitive fares and incentives; • a failure to offer riders competitive ride pricing and pick-up times or the desired range of ride types; • actual or perceived disruptions of or defects in our platform, such as privacy or data security breaches or incidents, site outages, payment disruptions or other incidents that impact the reliability of our offerings; • litigation over, or investigations by regulators into, our platform or our business, including any adverse resolution of such litigation or investigations; • users’ lack of awareness of, or compliance with, our policies, changes to our policies that are negatively received, or a failure to enforce our policies in a manner perceived as effective, fair and transparent; • a failure to operate our business in a way that is consistent with our stated values and mission, including modification or discontinuation of our community or sustainability programs, illegal or otherwise inappropriate behavior by our management team or other employees or contractors, or negative perception of our treatment of employees; • inadequate or unsatisfactory user support service experiences; • negative responses by drivers or riders to new offerings on our platform; • accidents, defects or other negative incidents involving autonomous vehicles or Light Vehicles on our platform or Light Vehicles sold to third parties; • political or social policies or activities, including our response to employee sentiment related to these matters; or • any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.
From time to time, we have made pricing changes and spent significant amounts on marketing and both rider and driver incentives, and we expect that, from time to time, we will be required, through competition, regulation or otherwise, to reduce the price of rides for riders, increase the incentives we pay to drivers on our platform or reduce the fees we charge the drivers on our platform, or to increase our marketing and other expenses to attract and retain qualified drivers and riders in response to competitive pressures.
From time to time, we have made pricing changes and spent significant amounts on marketing and both rider and driver incentives, and we expect that, from time to time, we 20 will be required, through competition, regulation or otherwise, to reduce the price of rides for riders, increase the incentives we pay to drivers on our platform or reduce the fees we charge the drivers on our platform, or to increase our marketing and other expenses to attract and retain qualified drivers and riders in response to competitive pressures.
If investors or analysts do not consider our metrics to be accurate representations of our business or compare our metrics to third party estimates or similarly titled metrics of our competitors or others in our industry 32 that are not calculated on the same basis, or if we discover material inaccuracies in our metrics, then the trading price of our Class A common stock and our business, financial condition and results of operations could be adversely affected.
If investors or analysts do not consider our metrics to be accurate representations of our business or compare our metrics to third party estimates or similarly titled metrics of our competitors or others in our industry that are not calculated on the same basis, or if we discover material inaccuracies in our metrics, then the trading price of our Class A common stock and our business, financial condition and results of operations could be adversely affected.
In connection with our reinsurance and deductible arrangements, we deposit funds into trust accounts with a third-party financial institution from which some third-party insurance providers are reimbursed for claims payments. If we fail to comply with state insurance regulatory requirements or other regulations governing insurance coverage, our business, financial condition and results of operations could be adversely affected.
In connection with our reinsurance and deductible arrangements, we deposit funds into trust accounts with a third-party financial institution from which some third-party insurance providers are reimbursed for claims payments. If we fail to comply with state 17 insurance regulatory requirements or other regulations governing insurance coverage, our business, financial condition and results of operations could be adversely affected.
If our arbitration agreements were found to be unenforceable, in 42 whole or in part, or specific claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and results of operations.
If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and results of operations.
The market for TaaS networks is intensely competitive and characterized by rapid changes in technology, shifting levels of supply and demand and frequent introductions of new services and offerings. We expect competition to continue, both from current 17 competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic or technological advantages.
The market for TaaS networks is intensely competitive and characterized by rapid changes in technology, shifting levels of supply and demand and frequent introductions of new services and offerings. We expect competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic or technological advantages.
While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive industry.
While we take 38 precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology, reverse engineer our data and use our proprietary information to create or enhance competing solutions and services, which could adversely affect our position in our rapidly evolving and highly competitive industry.
In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies, including as described in the “Legal Proceedings” subheading in Note 9, Commitments and Contingencies to the consolidated financial statements included in this Annual Report on Form 10-K.
In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies, including as described in the “Legal Proceedings” subheading in Note 10. Commitments and Contingencies to the consolidated financial statements included in this Annual Report on Form 10-K.
To comply with certain United States and Canadian province insurance regulatory requirements for auto-related risks, we procure a number of third-party insurance policies which provide the required coverage in such jurisdictions. In all U.S. states, our insurance subsidiary reinsures a portion, which may change from time to time, of the auto-related risk from some third-party insurance providers.
To comply with certain United States and Canadian province insurance regulatory requirements for auto-related risks, we procure a number of third-party insurance policies which provide the required coverage in such jurisdictions. In nearly all U.S. states, our insurance subsidiary reinsures a portion, which may change from time to time, of the auto-related risk from some third-party insurance providers.
In particular, with laws and 41 regulations such as the CCPA and CPRA imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so.
In particular, with laws and regulations such as the CCPA and CPRA imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant costs and expenses in an effort to do so.
For example, our management determined that the recent clerical error in our forward-looking, non-GAAP directional commentary for fiscal year 2024 contained in our initial press release issued on February 13, 2024 resulted in the conclusion that our disclosure controls and procedures were not effective as of December 31, 2023 at a reasonable assurance level.
For example, our management determined that the clerical error in our forward-looking, non-GAAP directional commentary for fiscal year 2024 contained in our initial press release issued on February 13, 2024 resulted in the conclusion that our disclosure controls and procedures were not effective as of December 31, 2023 at a reasonable assurance level.
It is possible that we will not generate taxable income in time to use NOLs before their expiration. Under Section 382 of the 48 Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited.
It is possible that we will not generate taxable income in time to use NOLs before their expiration. Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs to offset its post-change income may be limited.
We advocate for EV programs that can be efficiently accessed by drivers on our platform and rental car operators, and any failure of such programs to address EV capital costs, EV charging costs, and EV charging infrastructure in the context of transportation network companies’ unique needs could challenge our ability to progress toward internal and external EV targets.
We often advocate for EV programs that can be efficiently accessed by drivers on our platform and rental car operators, and any failure of such programs to address EV capital costs, EV charging costs, and EV charging infrastructure in the context of transportation network companies’ unique needs could challenge our ability to progress toward internal and external EV targets.
As we continue to launch new and develop existing asset-intensive offerings such as our network of Light Vehicles and certain vehicles in our Express Drive program, factors such as maintenance, debt service, depreciation, asset life, supply chain efficiency and asset replacement may affect our pricing methodologies. In addition, we 23 have established environmental programs that may also affect our pricing.
As we continue to launch new and develop existing asset-intensive offerings such as our network of Light Vehicles and certain vehicles in our Express Drive program, factors such as maintenance, debt service, depreciation, asset life, supply chain efficiency and asset replacement may affect our pricing methodologies. In addition, we have established environmental programs that may also affect our pricing.
In recent periods, the automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, and the cost of medical care, which has harmed our business, financial condition and results of operations, including through increased insurance renewal costs, and we expect it to continue to negatively impact the automotive insurance industry and our business, financial condition and results of operations.
In recent periods, the automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, and the cost of medical care, which has harmed our business, financial condition and results of operations, including 18 through increased insurance renewal costs, and we expect it to continue to negatively impact the automotive insurance industry and our business, financial condition and results of operations.
Such negative public perception may result from incidents on our platform or incidents involving our competitors’ offerings. We design and contract to manufacture bikes and scooters using a limited number of external suppliers, and a continuous, stable and cost-effective supply of bikes and scooters that meets our standards is critical to our operations.
Such negative public perception may result from incidents on our platform or incidents involving our competitors’ offerings. 21 We design and contract to manufacture bikes and scooters using a limited number of external suppliers, and a continuous, stable and cost-effective supply of bikes and scooters that meets our standards is critical to our operations.
Any default under our debt arrangements could require that we repay our loans immediately, and may limit our ability to obtain additional financing, which in turn may have an adverse effect on our cash flows and liquidity. Any of these factors could harm our business, results of operations and financial condition.
Any default under our debt arrangements could require that we repay our 46 loans immediately, and may limit our ability to obtain additional financing, which in turn may have an adverse effect on our cash flows and liquidity. Any of these factors could harm our business, results of operations and financial condition.
Deteriorating macroeconomic conditions, including slower growth or recession, inflation and related increases in interest rates, increases to fuel and other energy costs or vehicle costs, changes in the labor market or decreases in consumer spending power or confidence, are likely to result in decreased discretionary spending and reduced demand for our platform.
Deteriorating macroeconomic conditions, including slower growth or recession, inflation and related high interest rates, increases to fuel and other energy costs or vehicle costs, changes in the labor market or decreases in consumer spending power or confidence, are likely to result in decreased discretionary spending and reduced demand for our platform.
Any actual or perceived breach or incident affecting us or other parties with which we share data or processing data on our behalf could interrupt our operations, result in our platform being unavailable or otherwise disrupted, result in loss, alteration, unavailability or unauthorized use, disclosure or other processing of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in regulatory investigations and other proceedings, private claims, demands, litigation and other proceedings, loss of our ability to accept credit or debit card payments, increased card processing fees, and other significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations.
Any actual or perceived breach or incident affecting us or other parties with which we share data or that are processing data on our behalf could interrupt our operations, result in our platform being unavailable or otherwise disrupted, result in loss, alteration, unavailability or unauthorized use, disclosure or other processing of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in regulatory investigations and other proceedings, private claims, demands, litigation and other proceedings, loss of our ability to accept credit or debit card payments, increased card processing fees, and other significant legal, regulatory and financial exposure and lead to loss of driver or rider confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations.
If these experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.
If our experiments and tests are unsuccessful, or if the offerings and strategies we introduce based on the results of such experiments and tests do not perform as expected, our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and maintain or increase utilization of our offerings may be adversely affected.
We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business. In addition, developing and launching new offerings and enhancements to our existing offerings may involve significant up-front capital investments and such investments may not generate sufficient returns on investment.
We have scaled our business rapidly, and significant new initiatives have in the past resulted in, and in the future may result in, operational challenges affecting our business. In addition, developing and launching 29 new offerings and enhancements to our existing offerings may involve significant up-front capital investments and such investments may not generate sufficient returns on investment.
In addition, riders’ price sensitivity varies by geographic location, among other factors, and if we are unable to effectively account for such variability in our breadth of offerings or up-front prices, our ability to compete effectively in these locations could be adversely 33 affected.
In addition, riders’ price sensitivity varies by geographic location, among other factors, and if we are unable to effectively account for such variability in our breadth of offerings or up-front prices, our ability to compete effectively in these locations could be adversely affected.
The automotive insurance 20 industry has experienced rising costs due to, among other things, inflation, supply chain challenges, and the increasing cost of medical care, which has driven an increase in actual losses in recent periods, and we expect these costs to continue to drive increased actual losses.
The automotive insurance industry has experienced rising costs due to, among other things, inflation, supply chain challenges, and the increasing cost of medical care, which has driven an increase in actual losses in recent periods, and we expect these costs to continue to drive increased actual losses.
Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation 27 and brand, and could potentially lead to increased regulatory or litigation exposure.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of the drivers and riders on our platform may be viewed positively from one group’s perspective (such as riders) but negatively from another’s perspective (such as drivers), or may not be viewed positively by either drivers or riders.
In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of the drivers and riders on our platform may be viewed positively from one group’s perspective 19 (such as riders) but negatively from another’s perspective (such as drivers), or may not be viewed positively by either drivers or riders.
Such negative 25 public perception may result from incidents on our platform, incidents on our partners’ or competitors’ platforms, or events around autonomous vehicles more generally. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.
Such negative public perception may result from incidents on our platform, incidents on our partners’ or competitors’ platforms, or events around autonomous vehicles more generally. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.
Bad actors use increasingly sophisticated methods to engage in illegal activities, including those involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts.
Bad actors use increasingly sophisticated methods to engage in illegal activities, including those involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card 30 details, bank account information and mobile phone numbers and accounts.
Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest. Although 24 we have reserved for potential payments of possible tariff liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.
Such challenges could result in tariff liabilities, including tariffs on past imports, as well as penalties and interest. Although we have reserved for potential payments of possible tariff liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.
Risks Related to Financing and Transactional Factors We may require additional capital, which may not be available on terms acceptable to us or at all. Historically, we funded our capital-intensive operations and capital expenditures primarily through equity issuances and cash generated from our operations.
Risks Related to Financing and Transactional Factors We may require additional capital, which may not be available on terms acceptable to us or at all. Historically, we funded our capital-intensive operations and capital expenditures primarily through equity and debt issuances and cash generated from our operations.
We also may explore investments in new technologies, which we may develop or other parties may develop. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed.
We also may explore investments in new technologies, which we may develop or other parties may 44 develop. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar limitations may apply under state tax laws.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Limitations may apply under state tax laws.
In addition, various products and services of ours host, integrate, or otherwise rely on third party content or intellectual property, including our Lyft Media efforts, which provides a platform for third- 39 party promotional advertisements, and our marketing and brand journalism efforts.
In addition, various products and services of ours host, integrate, or otherwise rely on third party content or intellectual property, including our Lyft Media efforts, which provides a platform for third-party promotional advertisements, and our marketing and brand journalism efforts.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
In order to maintain 41 and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.
In some cases, we could be required to indemnify governmental entities or operating partners for claims arising out of issues, including issues that may be outside of our control, such as the condition of the public right of way.
In some cases, we could be required to indemnify governmental entities or operating partners for claims arising out of issues, including 23 issues that may be outside of our control, such as the condition of the public right of way.
If we cannot find alternate third-party background check providers on 22 terms acceptable to us, we may not be able to timely onboard potential drivers, and as a result, our platform may be less attractive to qualified drivers.
If we cannot find alternate third-party background check providers on terms acceptable to us, we may not be able to timely onboard potential drivers, and as a result, our platform may be less attractive to qualified drivers.
For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards 44 of the Nasdaq Stock Market.
For example, we are subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.
As we continue to expand into new geographic areas, we will be relying in part on referrals from our 19 existing riders to attract new riders, and therefore we must ensure that our existing riders remain satisfied with our offerings.
As we continue to expand into new geographic areas, we will be relying in part on referrals from our existing riders to attract new riders, and therefore we must ensure that our existing riders remain satisfied with our offerings.
This competition has intensified in recent periods, and could continue to intensify for such personnel. To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, 34 competitive compensation and benefits packages.
This competition has intensified in recent periods, and could continue to intensify for such personnel. To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive compensation and benefits packages.
In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure service providers.
In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud 25 infrastructure service providers.
For example, during the COVID-19 pandemic, we experienced a shortage of available drivers relative to rider demand in certain markets and offered increased incentives to improve driver supply.
For example, during and after the COVID-19 pandemic, we experienced a shortage of available drivers relative to rider demand in certain markets and offered increased incentives to improve driver supply.
Additionally, uncertain and volatile macroeconomic conditions, including economic instability or uncertainty, and other events beyond our control, such as slowing growth in the worldwide economy, inflation and higher interest rates, as well as the instability and volatility in the banking and financial services sector, and the war in Ukraine, have negatively impacted the financing markets, and may impact our access to capital and make additional capital more difficult or available only on terms less favorable to us.
Additionally, uncertain and volatile macroeconomic conditions, including economic instability or uncertainty, and other events beyond our control, such as slowing growth in the worldwide economy, inflation and high interest rates, as well as the instability and volatility in the banking and financial services sector, and the war in Ukraine, have negatively impacted the financing markets, and may impact our access to capital and make additional capital more difficult or available only on terms less favorable to us.
Our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon 31 and enhance our existing offerings.
Our ability to attract new qualified drivers and new riders, retain existing qualified drivers and existing riders and increase utilization of our offerings will depend in part on our ability to successfully create and introduce new offerings and to improve upon and enhance our existing offerings.
In addition, in light of increased interest rates and the volatility of the financial markets, it may be more difficult to find suitable acquirors or business partners, and during the pendency of a divestiture or during the integration or separation process of any strategic transaction, we may be subject to risks related to a decline in the business, loss of employees, customers, or suppliers, and the risk that the transaction does not close.
In addition, in light of high interest rates and the volatility of the financial markets, it may be more difficult to find suitable acquirors or business partners, and during the pendency of a divestiture or during the integration or separation process of any strategic transaction, we may be subject to risks related to a decline in the business, loss of employees, customers, or suppliers, and the risk that the transaction does not close.
If any of our third-party insurance service providers fails to service claims to our expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner not favorable to drivers or to us, we cannot guarantee that we would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all.
If any of our third-party insurance service providers fail to service claims to our expectations, discontinues or increases the cost of coverage or changes the terms of such coverage in a manner not favorable to drivers or to us, we cannot guarantee that we would be able to secure replacement coverage or services on reasonable terms in an acceptable time frame or at all.
Our information technology and infrastructure are subject to cyberattacks, breaches and incidents, including ransomware or other malware, which have resulted in and may result in interruptions to our operations or unavailability of our platform. Further, third parties may be able to access our users’ personal information and payment card data that are accessible through those systems.
Our information technology and infrastructure are subject to cyberattacks, breaches and incidents, including ransomware or other malware, which have resulted in and may result in interruptions to our operations or unavailability of our platform. Further, unauthorized parties or authorized third parties may be able to access our users’ personal information and payment card data that are accessible through those systems.
Many of these laws and regulations were adopted prior to the advent of our industry and related technologies and, as a result, do not contemplate or address the unique issues faced by our industry. For example, contracting with healthcare entities and transportation managers representing healthcare entities may subject us to certain healthcare related laws and regulations.
Many of these laws and regulations were adopted prior to the advent of our industry and related technologies and, as a result, do not contemplate or address the unique issues faced by our industry. For example, contracting with healthcare entities and transportation brokers representing healthcare entities may subject us to certain healthcare related laws and regulations.
If we are unable to effectively manage our pricing methodologies in conjunction with our existing and future pricing and incentive programs, our business, financial condition and results of operations could be adversely affected. Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
If we are unable to effectively manage our pricing methodologies in conjunction with our existing and future pricing and incentive programs and/or products, our business, financial condition and results of operations could be adversely affected. Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
In addition, uncertainty and volatility in the banking and financial services sectors, inflation and higher interest rates, increased fuel and other energy costs, increased labor and benefits costs and increased insurance costs have, and may continue to, put pressure on economic conditions, which has led, and could lead, to greater operating expenses.
In addition, uncertainty and volatility in the banking and financial services sectors, inflation and high interest rates, increased fuel and other energy costs, increased labor and benefits costs and increased insurance costs have, and may continue to, put pressure on economic conditions, which has led, and could lead, to greater operating expenses.
Additionally, we have encountered in the past, and may encounter in the future, instances of insurance fraud, which could increase our actual insurance-related costs. For any of the foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance reserves reflected in our consolidated financial statements.
Additionally, our insurance providers have encountered in the past, and may encounter in the future, instances of insurance fraud, which could increase our actual insurance-related costs. For any of the foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance reserves reflected in our consolidated financial statements.
Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area with varying cultural norms and customs, in addition to placing strain on our finance, analytics, compliance, legal, engineering and operations teams.
Operating outside of the United States may require significant management attention to oversee operations over a broad geographic area with varying cultural norms and customs, in addition to placing strain on our finance, analytics, human resources, compliance, legal, engineering and operations teams.
A breach of our safeguards and processes could expose us to significant civil penalties that range from $100 - $50,000 per violation, with an annual maximum per violation calendar year cap of over $2,000,000 for “willful neglect” violations, and the possibility of civil litigation.
A breach of our safeguards and processes could expose us to significant civil penalties that range from $100 - $72,000 per violation, with an annual maximum per violation calendar year cap of over $2,000,000 for “willful neglect” violations, and the possibility of civil litigation.
These laws and regulations may impose additional requirements on us and our platform in providing access to rides for healthcare partners. Additional requirements may arise related to the collection and storage of data and systems infrastructure design, all of which could increase the costs associated with our offerings to healthcare partners.
These laws and regulations may impose additional requirements on us and our platform in providing access to rides for healthcare customers. Additional requirements may arise related to the collection and storage of data and systems infrastructure design, all of which could increase the costs associated with our offerings to healthcare customers.
For example, inflation has increased and is expected to further increase medical costs and vehicle repair costs, including increased prices of new and used vehicle parts, which has resulted in increases in our insurance costs. Similarly, these factors, as well as increased fuel costs, increase our costs as well as costs for drivers on our platform.
For example, inflation has increased in recent years and is expected to further increase medical costs and vehicle repair costs, including increased prices of new and used vehicle parts, which has resulted in increases in our insurance costs. Similarly, these factors, as well as increased fuel costs, increase our costs as well as costs for drivers on our platform.
We have, from time to time, sold portions of retained insurance risk to third-parties, including as described in the “Insurance Reserves” subheading in Note 6, Supplemental Financial Statement Information to the consolidated financial statements included in this Annual Report on Form 10-K.
We have, from time to time, sold portions of retained insurance risk to third-parties, including as described in the “Insurance Reserves” subheading in Note 8, Supplemental Financial Statement Information to the consolidated financial statements included in this Annual Report on Form 10-K.
Laws, regulations and standards governing issues such as TNCs, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, 37 payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, auto maintenance and repairs, personal injury, marketing, advertising, text messaging, subscription services, intellectual property, AI, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, web and mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions and EVs, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods are often complex and subject to varying interpretations, in many cases due to their lack of specificity.
Laws, regulations and standards governing issues such as TNCs, livery, vehicles for hire, public companies, ridesharing, worker classification, labor and employment, anti-discrimination, payments, gift cards, whistleblowing and worker confidentiality obligations, product liability, defects, recalls, personal injury, marketing, advertising, text messaging, subscription services, intellectual property, AI, securities, consumer protection, taxation, privacy, data security, competition, unionizing and collective action, antitrust, arbitration agreements and class action waiver provisions, terms of service, web and mobile application accessibility, autonomous vehicles, bike and scooter sharing, insurance, vehicle rentals, money transmittal, non-emergency medical transportation, healthcare fraud, waste, and abuse, environmental health and safety, greenhouse gas emissions and EVs, background checks, public health, anti-corruption, anti-bribery, political contributions, lobbying, import and export restrictions, trade and economic sanctions, foreign ownership and investment, foreign exchange controls and delivery of goods are often complex and subject to varying interpretations, in many cases due to their lack of specificity.
Accordingly, if our algorithms are unable to consistently match Wait & Save riders, or with appropriate drivers, then our business, financial condition and results of operations could be adversely affected. If we fail to effectively manage our pricing methodologies, our business, financial condition and results of operations could be adversely affected.
Accordingly, if our algorithms are unable to consistently match Wait & Save and Priority Pickup riders, or with appropriate drivers, then our business, financial condition and results of operations could be adversely affected. If we fail to effectively manage our pricing methodologies, our business, financial condition and results of operations could be adversely affected.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic uncertainty or negative market sentiment; • volatility in the trading prices and trading volumes of technology stocks generally, or those in our industry, including fluctuations unrelated or disproportionate to the operating performance of those technology companies; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our Class A common stock by us, our officers, or our significant stockholders, as well as the perception that such sales or purchases could occur; 49 • issuance of shares of our Class A common stock, whether in connection with our equity incentive plans, an acquisition or upon conversion of some or all of our outstanding 2025 Notes; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • the financial projections or goals we may provide to the public, any changes in those projections or goals or our failure to meet those projections or goals; • announcements by us or our competitors of new offerings or platform features; • investor sentiment and the public’s reaction to our press releases, earnings and other public announcements and filings with the SEC, or those of our competitors or others in our industry; • rumors and market speculation involving us or other companies in our industry; • short selling of our Class A common stock or related derivative securities; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business or statements by public officials regarding potential new laws or regulations; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management or our board of directors; and • general economic conditions and slow or negative growth of our markets.
Factors that could cause fluctuations in the trading price of our Class A common stock include the following: • price and volume fluctuations in the overall stock market from time to time, including fluctuations due to general economic uncertainty or negative market sentiment; • volatility in the trading prices and trading volumes of technology stocks generally, or those in our industry, including fluctuations unrelated or disproportionate to the operating performance of those technology companies; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our Class A common stock by us, our officers, or our significant stockholders, as well as the perception that such sales or purchases could occur; • issuance of shares of our Class A common stock, whether in connection with our equity incentive plans, an acquisition or upon conversion of our outstanding Notes; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • the financial and business projections, targets or goals we provide to the public, any changes in those projections, targets or goals or our failure to meet those projections, targets or goals; • announcements by us or our competitors of new offerings or platform features; • investor sentiment and the public’s reaction to our press releases, earnings and other public announcements, and filings with the SEC, or those of our competitors or others in our industry; • rumors and market speculation involving us or other companies in our industry; • short selling of our Class A common stock or related derivative securities; • actual or anticipated changes in our results of operations or fluctuations in our results of operations; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; 48 • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business or statements by public officials regarding potential new laws or regulations; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management or our board of directors; • general economic conditions and slow or negative growth of our markets; and • the impact of our dual class structure.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission; • the increasing size and geographic diversity of our workforce; • our flexible workplace strategies, which enable certain of our employees to work in a hybrid workplace environment or remotely; • adherence to our internal policies and core values, including our diversity, equity and inclusion practices and initiatives; • competitive pressures to move in directions that may divert us from our mission, vision and values; • the continued challenges of a rapidly-evolving industry; • the impact of our cost reduction initiatives, including reductions in force and other actions we may take to drive operating efficiencies; • the increasing need to develop expertise in new areas of business that affect us; • perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; • the departure of our co-founders from their operational roles and transitions among our executive leadership; • the provision of employee benefits in a hybrid and remote work environment; and • the integration of new personnel and businesses from acquisitions.
We face a number of challenges that may affect our ability to sustain our corporate culture, including: • failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission; • the size and geographic diversity of our workforce; • our flexible workplace strategies, which enable certain of our employees to work in a hybrid workplace environment or remotely; 31 • adherence to our internal policies and core values, including our diversity, equity and inclusion practices and initiatives; • competitive pressures to move in directions that may divert us from our mission, vision and values; • the continued challenges of a rapidly-evolving industry; • the impact of our cost reduction initiatives, including reductions in force and other actions we may take to drive operating efficiencies; • the increasing need to develop expertise in new areas of business that affect us; • perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; • transitions among our executive leadership; • the provision of employee benefits in a hybrid and remote work environment; and • the integration of new personnel and businesses from acquisitions.
Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a state-by-state basis, as well as between state and federal law, there is a risk that some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection.
Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a state-by-state basis, as well as between state and federal law or between U.S. and foreign law, there is a risk that some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection.
AWS’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance is critical to our success.
AWS’ facilities are vulnerable to damage or interruption from natural disasters, cyberattacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance is critical to our success.
Each Co-Founder’s voting power is as of December 31, 2023 and includes shares of Class A common stock expected to be issued upon the vesting of such Co-Founder’s RSUs within 60 days of December 31, 2023.
Each Co-Founder’s voting power is as of December 31, 2024 and includes shares of Class A common stock expected to be issued upon the vesting of such Co-Founder’s RSUs within 60 days of December 31, 2024.
Lyft Media and our ability to generate and increase revenue from Lyft Media are subject to various risks and uncertainties, including: • our ability to attract and retain advertisers, particularly because our advertisers do not have long-term commitments with us; • our ability to deliver advertisements in an effective manner; 30 • our ability to compete effectively for advertising spend, including our ability to create products and offerings that are perceived as valuable to advertisers; • the impact of seasonal, cyclical or other shifts in advertising spend, including the impact of macroeconomic conditions; • the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; • our failure to increase the number of viewers of Lyft Media; • changes in our viewer demographics that make us less attractive to advertisers; • adverse legal developments relating to advertising, including with respect to ad targeting and measurement tools; • our inability to deliver advertisements due to hardware, software or network limitations; • changes in third-party policies such as changes to mobile device operating systems that impose heightened restrictions on our access and use of user data by allowing users to more easily opt-out of tracking of activity across devices, which may negatively impact the ability to measure, deliver and select ads to be served; • regulatory, legislative and industry developments relating to the collection and use of information and other privacy considerations, including regulations related to ad targeting and measurement tools; • product changes or advertising inventory management decisions we may make that change the type, size or frequency of advertisements displayed on Lyft Media; • adverse media reports or other negative publicity involving us, our business or advertisers on our platform that may impact our brand and reputation and the willingness of advertisers to advertise on our platform; • any liability, brand or reputational harm from advertisements shown on our platform; • advertisers may not agree to reformat or change their advertisements to comply with our guidelines; • any driver, rider or third-party dissatisfaction due to advertisements; and • our ability to increase or maintain driver adoption and use of Lyft Media products.
Lyft Media and our ability to generate and increase revenue from Lyft Media are subject to various risks and uncertainties, including: • our ability to attract and retain advertisers, particularly because our advertisers do not have long-term commitments with us; • our ability to deliver advertisements in an effective manner; • our ability to compete effectively for advertising spend, including our ability to create products and offerings that are perceived as valuable to advertisers; • the impact of seasonal, cyclical or other shifts in advertising spend, including the impact of macroeconomic conditions; • the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our ads to marketers, or our ability to further improve such tools; • our failure to increase the number of riders who engage with Lyft Media; • changes in our viewer demographics that make us less attractive to advertisers; • adverse legal developments relating to advertising, including with respect to ad targeting and measurement tools; • our inability to deliver advertisements due to hardware, software or network limitations; • changes in third-party policies such as changes to mobile device operating systems that impose heightened restrictions on our access and use of user data by allowing users to more easily opt-out of tracking of activity across devices, which may negatively impact the ability to measure, deliver and select ads to be served; • regulatory, legislative and industry developments relating to the collection, use and other processing of information and other privacy considerations, including regulations related to ad targeting and measurement tools; • product changes or advertising inventory management decisions we may make that change the type, size or frequency of advertisements displayed on Lyft Media; • adverse media reports or other negative publicity involving us, our business or advertisers on our platform that may impact our brand and reputation and the willingness of advertisers to advertise on our platform; • any liability, brand or reputational harm from advertisements shown on our platform; • any uncertainty related to third party agreements to manage, sell ads, or otherwise to provide services in the Lyft Media ecosystem; • advertisers may not agree to reformat or change their advertisements to comply with our guidelines; 28 • any driver, rider or third-party dissatisfaction due to advertisements; and • our ability to increase or maintain driver adoption and use of Lyft Media products.
In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. For the purposes of this “Item 1A. Risk Factors” section, riders are passengers who request rides from drivers in our ridesharing marketplace and renters of a shared bike, scooter or automobile.
In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. For the purposes of this “Item 1A. Risk Factors” section, riders are passengers who request rides from drivers in our ridesharing marketplace, or renters of a shared bike, scooter or automobile available on the Lyft app.
Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages or (vi) an insurance policy is canceled or non-renewed.
Our business, financial condition and results of operations could be adversely affected if (i) cost per claim, premiums or the number of claims significantly exceeds our historical experience, (ii) we experience a claim in excess of our coverage limits, (iii) our insurance providers fail to pay on our insurance claims, (iv) we experience a claim for which coverage is not provided, (v) the number of claims and average claim cost under our deductibles or self-insured retentions differs from historic averages, (vi) an insurance policy is canceled or non-renewed, or (vii) other insurance providers for drivers on our platform become insolvent.
While an independent actuarial firm periodically reviews our reserves for appropriateness and provides claims reserve valuations, a number of external factors can affect the actual losses incurred for any given claim, including but not limited to the length of time the claim remains open, increases in healthcare costs, increases in automotive costs (including rental vehicles), legislative and regulatory developments, judicial developments and unexpected events such as the COVID-19 pandemic.
While an independent actuarial firm periodically reviews our reserves for appropriateness and provides claims reserve valuations, a number of external factors can affect the actual losses incurred for any given claim, including but not limited to the length of time the claim remains open, increases in healthcare costs, increases in automotive costs (including rental vehicles), legislative and regulatory developments, judicial developments and unexpected events.
Additionally, from time to time we re-evaluate the 18 markets in which we operate and the performance of our offerings, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. For example, we now offer Shared Rides exclusively in connection with business-to-business partnerships and only in select markets.
Additionally, from time to time we re-evaluate the markets in which we operate and the performance of our offerings, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. For example, we currently offer Shared Rides in connection with business-to-business partnerships and only in select markets.
For example, state and local laws and regulations regarding pricing limitations during a government declared State of Emergency have imposed limits on prices for certain services, and state and local laws and regulations have imposed minimum earnings standards for drivers, which, at times, have caused us to increase prices in certain markets, including California, New York and Washington.
For example, state and local laws and regulations regarding pricing limitations during government declared States of Emergency have imposed limits on prices for certain services, and state and local laws and regulations have imposed minimum earnings standards for drivers, which, at times, have caused us to increase prices in certain markets, including California, New York, Washington, Massachusetts and Minnesota.
Claims from riders, drivers or third parties that allege harm, whether or not our platform is in use, adversely affect our business, brand, financial condition and results of operations. We are regularly subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third-parties that are attributed to us through our offerings.
Claims from riders, drivers or third parties that allege harm, whether or not our platform is in use, adversely affect our business, brand, financial condition and results of operations. We are regularly subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, riders, drivers or third-parties.
They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than we do, which could adversely affect our results of operations.
They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than we do, which could 15 adversely affect the health of our marketplace and our results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks. 51 Following these risk assessments, we may accept identified risks; re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.
Biggest changeThese risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factor entitled “Any actual or perceived security or privacy breach or incident could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.” Governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this annual report on Form 10-K, including the risk factor entitled “Any actual or perceived security or privacy breach or incident could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.” 50 Governance One of the key functions of our board of directors is informed oversight of our risk management process, including risks from cybersecurity threats.
We devote significant resources and designate high-level personnel, including our Head of Security & Privacy who reports to our Chief Information Officer (“CIO”), to manage the risk assessment and mitigation process. As part of our risk management processes, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.
We devote significant resources and designate high-level personnel, including our Chief Information Security Officer (CISO), who reports to our Chief Information Officer (“CIO”), to manage the risk assessment and mitigation process. As part of our risk management processes, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.
Our Head of Security & Privacy or other business leaders provide quarterly updates to the audit committee regarding our company’s cybersecurity risks and activities. These updates include any relevant recent cybersecurity incidents and related mitigation and remediation efforts, cybersecurity systems testing, status updates on Security and Privacy team efforts, and the like.
Our CISO or other business leaders provide quarterly updates to the audit committee regarding our company’s cybersecurity risks and activities. These updates include any relevant recent cybersecurity incidents and related mitigation and remediation efforts, cybersecurity systems testing, status updates on Security and Privacy team efforts, and the like.
Our Head of Security & Privacy has primary responsibility for assessing and managing our material risks from cybersecurity threats in partnership with our CIO and other business leaders. The Head of Security and Privacy has served in various roles within the cybersecurity field for over 15 years, including security leadership roles in multiple organizations.
Our CISO has primary responsibility for assessing and managing our material risks from cybersecurity threats in partnership with our CIO and other business leaders. The CISO has served in various roles within the cybersecurity field for over 15 years, including security leadership roles in multiple organizations.
The processes and procedures by which our Head of Security & Privacy is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents include our incident response process, tracking in our centralized risk repository, and our vulnerability management process.
The processes and procedures by which our CISO is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents include our incident response process, tracking in our centralized risk repository, and our vulnerability management process.
The Head of Security and Privacy holds an undergraduate degree in information security and forensics and a graduate degree in information assurance and has attained various professional certifications within the field including Certified Information Systems Security Professional and Certified Ethical Hacker certifications.
The CISO holds an undergraduate degree in information security and forensics and a graduate degree in information assurance and has attained various professional certifications within the field including Certified Information Systems Security Professional and Certified Ethical Hacker certifications. Our CISO oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.
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Our Head of Security & Privacy oversees our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.
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Following these risk assessments, we may accept identified risks; re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters are located in San Francisco, California, and consist of approximately 380,000 square feet under lease agreements through May 31, 2030. We maintain additional offices in multiple locations in the U.S. and internationally in Montreal, Canada, Mexico City, Mexico, Kyiv, Ukraine, Berlin, Germany, Munich, Germany and Minsk, Belarus.
Biggest changeItem 2. Properties. Our corporate headquarters are located in San Francisco, California, and consist of approximately 170,000 square feet under lease agreements through August 31, 2034. We maintain additional offices in multiple locations in the U.S. and internationally in Toronto, Canada, Montreal, Canada, Mexico City, Mexico, Kyiv, Ukraine, Berlin, Germany and Munich, Germany.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 53 Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved]. 54
Biggest changeData for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. 52 The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None.
Holders of Record As of December 31, 2023, there were approximately 237 stockholders of record of our Class A common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
Holders of Record As of December 31, 2024, there were approximately 234 stockholders of record of our Class A common stock. Because many of our shares of Class A common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
As of December 31, 2023, there were 6 stockholders of record of our Class B common stock. All shares of Class B common stock are beneficially owned by either Logan Green or John Zimmer. Dividend Policy We have never paid cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future.
As of December 31, 2024, there were 6 stockholders of record of our Class B common stock. All shares of Class B common stock are beneficially owned by either Logan Green or John Zimmer. Dividend Policy We have never declared or paid cash dividends on our capital stock.
The 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 and the S&P 500 Information Technology Index. The graph assumes $100 was invested at the market close on March 29, 2019, which was the first day our Class A common stock began trading.
The graph below compares the cumulative five-year total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index. The graph tracks the performance of a $100 investment in our Class A common stock and in each index from December 31, 2019 to December 31, 2024.
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Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. The offering price of our Class A common stock in our IPO was $72.00 per share, and had a closing stock price of $78.29 on March 29, 2019, the first day of trading.
Added
We currently intend to retain all available funds and future earnings, if any, and do not anticipate paying any cash dividends in the foreseeable future.
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Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved]. 53

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized. 61 Results of Operations The following table summarizes our historical consolidated statements of operations data: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue $ 4,403,589 $ 4,095,135 $ 3,208,323 Costs and expenses Cost of revenue 2,543,954 2,435,736 1,702,317 Operations and support 427,239 443,846 402,233 Research and development 555,916 856,777 911,946 Sales and marketing 481,004 531,512 411,406 General and administrative 871,080 1,286,180 915,638 Total costs and expenses 4,879,193 5,554,051 4,343,540 Loss from operations (475,604) (1,458,916) (1,135,217) Interest expense (26,223) (19,735) (51,635) Other income (expense), net 170,123 (99,988) 135,933 Loss before income taxes (331,704) (1,578,639) (1,050,919) Provision for (benefit from) income taxes 8,616 5,872 11,225 Net loss $ (340,320) $ (1,584,511) $ (1,062,144) The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2023 2022 2021 Revenue 100.0 % 100.0 % 100.0 % Costs and expenses Cost of revenue 57.8 59.5 53.1 Operations and support 9.7 10.8 12.5 Research and development 12.6 20.9 28.4 Sales and marketing 10.9 13.0 12.8 General and administrative 19.8 31.4 28.5 Total costs and expenses 110.8 135.6 135.4 Loss from operations (10.8) (35.6) (35.4) Interest expense (0.6) (0.5) (1.6) Other income (expense), net 3.9 (2.4) 4.2 Loss before income taxes (7.5) (38.5) (32.8) Provision for (benefit from) income taxes 0.2 0.1 0.3 Net loss (7.7) % (38.7) % (33.1) % Comparison of Years Ended December 31, 2023 and 2022 Revenue Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Revenue $ 4,403,589 $ 4,095,135 $ 3,208,323 8 % 28 % Revenue increased $308.5 million, or 8%, in 2023 as compared to the prior year, due primarily to growth in demand along with our improved marketplace health and competitive pricing adjustments initiated in early 2023.
Biggest changeA release of all or a portion of the valuation allowance would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded. 56 Results of Operations The following table summarizes our historical consolidated statements of operations data (in thousands): Year Ended December 31, 2024 2023 Revenue $ 5,786,016 $ 4,403,589 Costs and expenses Cost of revenue 3,337,714 2,543,954 Operations and support 443,821 427,239 Research and development 397,073 555,916 Sales and marketing 788,972 481,004 General and administrative 937,348 871,080 Total costs and expenses 5,904,928 4,879,193 Loss from operations (118,912) (475,604) Interest expense (28,921) (26,223) Other income (expense), net 173,183 170,123 Income (loss) before income taxes 25,350 (331,704) Provision for (benefit from) income taxes 2,566 8,616 Net income (loss) $ 22,784 $ (340,320) The following table sets forth the components of our consolidated statements of operations data as a percentage of revenue: Year Ended December 31, 2024 2023 Revenue 100.0 % 100.0 % Costs and expenses Cost of revenue 57.7 57.8 Operations and support 7.7 9.7 Research and development 6.9 12.6 Sales and marketing 13.6 10.9 General and administrative 16.2 19.8 Total costs and expenses 102.1 110.8 Loss from operations (2.1) (10.8) Interest expense (0.5) (0.6) Other income (expense), net 3.0 3.9 Income (loss) before income taxes 0.4 (7.5) Provision for (benefit from) income taxes — 0.2 Net income (loss) 0.4 % (7.7) % Comparison of Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Revenue $ 5,786,016 $ 4,403,589 31 % Revenue increased $1.4 billion, or 31%, in 2024 as compared to the prior year, due primarily to growth in demand as we benefited from improvements in marketplace health which was reflected in the increases in Gross Bookings, Rides and Active Riders in 2024 as compared to 2023.
Goodwill is not subject to amortization, but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of the goodwill may not be recoverable. As part of the annual goodwill impairment test, we first perform a qualitative assessment to determine whether further impairment testing is necessary.
Goodwill Goodwill is not subject to amortization, but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of the goodwill may not be recoverable. As part of the annual goodwill impairment test, we first perform a qualitative assessment to determine whether further impairment testing is necessary.
Adjusted Net Income (Loss) Adjusted Net Income (Loss) is a measure used by our management to understand and evaluate our operating performance and trends. Net loss is the most directly comparable financial measure to Adjusted Net Income (Loss).
Adjusted Net Income (Loss) Adjusted Net Income (Loss) is a measure used by our management to understand and evaluate our operating performance and trends. Net income (loss) is the most directly comparable financial measure to Adjusted Net Income (Loss).
Investing Activities Cash provided by investing activities was $599.8 million for the year ended December 31, 2023, which primarily consisted of proceeds from sales and maturities of marketable securities of $3.9 billion and the sale of property and equipment of $92.6 million, partially offset by purchases of marketable securities of $3.3 billion and purchases of property and equipment of $149.8 million.
Cash provided by investing activities was $599.8 million for the year ended December 31, 2023, which primarily consisted of proceeds from sales and maturities of marketable securities of $3.9 billion and the sale of property and equipment of $92.6 million, partially offset by purchases of marketable securities of $3.3 billion and purchases of property and equipment of $149.8 million.
Financing Activities Cash used in financing activities was $122.1 million for the year ended December 31, 2023, which primarily consisted of repayment of loans of $72.5 million and principal payments on finance lease obligations for $43.5 million.
Cash used in financing activities was $122.1 million for the year ended December 31, 2023, which primarily consisted of repayment of loans of $72.5 million and principal payments on finance lease obligations for $43.5 million.
For further information, see Note 2 of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Revenue Recognition 57 Revenues from Contracts with Customers (ASC 606) We generate substantially all our revenue from our ridesharing marketplace that connects drivers and riders.
For further information, see Note 2 of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Revenue Recognition Revenues from Contracts with Customers (ASC 606) We generate substantially all our revenue from our ridesharing marketplace that connects drivers and riders.
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. 71
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Furthermore, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Thus, our non-GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
Furthermore, these measures have certain limitations in that they do not include the impact of certain 61 expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Thus, our non-GAAP financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.
Liabilities are determined on a quarterly basis by internal actuaries through an analysis of historical trends, changes in claims experience including consideration of new information and application of loss development factors for the insurance reserves and frequency and severity assumptions for the insurance-related accruals, among other inputs and assumptions.
Liabilities are determined on a quarterly basis by internal actuaries through an analysis of historical trends, changes in claims experience including consideration of new information and application of loss development factors for the insurance reserves and frequency and severity 67 assumptions for the insurance-related accruals, among other inputs and assumptions.
Because Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. Net loss is the most directly comparable financial measure to Adjusted EBITDA.
Because Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) facilitate internal comparisons of our historical operating performance on a more consistent basis, we use these measures for business planning purposes. Net income (loss) is the most directly comparable financial measure to Adjusted EBITDA.
That portion of our cash and cash equivalents that is not invested is held at several large financial institutions and our investments are focused on the preservation of capital, fulfillment or our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions.
The portion of our cash and cash equivalents that is not invested is held at several large financial institutions and our investments are focused on the preservation of capital, fulfillment of our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions.
(5) In the year ended December 31, 2023, we incurred restructuring charges of $50.9 million of severance and other employee costs, $25.3 million related to right-of-use-asset impairments and other costs and $1.0 million of accelerated depreciation related to the restructuring plans announced in April 2023 and November 2022.
(3) In the year ended December 31, 2023, we incurred restructuring charges of $50.9 million of severance and other employee costs, $25.3 million related to right-of-use-asset impairments and other costs and $1.0 million of accelerated depreciation related to the restructuring plans announced in April 2023 and November 2022.
We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess our ongoing operating performance and provide for better comparability with our historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts.
We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess our ongoing operating performance and provide for better comparability with our historically disclosed Adjusted 60 EBITDA and Adjusted Net Income (Loss) amounts.
Interest Expense Interest expense consists primarily of interest incurred on our 2025 Notes, as well as the related amortization of deferred debt issuance costs and debt discount. Interest expense also includes interest incurred on our Non-Revolving Loan and our Master Vehicle Loan.
Interest Expense Interest expense consists primarily of interest incurred on our 2025 Notes and 2029 Notes, as well as the related amortization of deferred debt issuance costs and debt discount. Interest expense also includes interest incurred on our Non-Revolving Loan and our Master Vehicle Loan.
Restructuring related charges for stock-based compensation of $9.9 million, accelerated depreciation of $1.0 million and payroll tax expense related to stock-based compensation of $0.6 million incurred in the year ended December 31, 2023 are included on their respective line items. Refer to Note 16 “Restructuring” to the consolidated financial statements for information regarding the restructuring plan announced in April 2023.
Restructuring related charges for stock-based compensation of $9.9 million, accelerated depreciation of $1.0 million and payroll tax expense related to stock-based compensation of $0.6 million incurred in the year ended December 31, 2023 are included on their respective line items. Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding the restructuring plan announced in April 2023.
In addition, restructuring related charges for stock-based compensation of $9.9 million and payroll tax expense related to stock-based compensation of $0.6 million incurred in the year ended December 31, 2023 are included on their respective line items. Refer to Note 16 “Restructuring” to the consolidated financial statements for information regarding the restructuring plan announced in April 2023.
In addition, restructuring related charges for stock-based compensation of $9.9 million and payroll tax expense related to stock-based compensation of $0.6 million incurred in the year ended December 31, 2023 are included on their respective line items. Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding the restructuring plan announced in April 2023.
We are obligated to pay interest on loans under the Revolving Credit Facility and other customary fees for a credit facility of this size and type, including an upfront fee 70 and an unused commitment fee. The interest rate for the Revolving Credit Facility is determined based on calculations using certain market rates as set forth in the credit agreement.
We are obligated to pay interest on loans under the Revolving Credit Facility and other customary fees for a credit facility of this size and type, including an unused commitment fee. The interest rate for the Revolving Credit Facility is determined based on calculations using certain market rates as set forth in the Revolving Credit Agreement.
Refer to Note 16 “Restructuring” to the consolidated financial statements for information regarding these restructuring plans. We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations.
Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding these restructuring plans. We sublease certain office space and earn sublease income. Sublease income is included within other income, net on our consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations.
(7) In the year ended December 31, 2023, we incurred restructuring charges of $50.9 million of severance and other employee costs and $25.3 million related to right-of-use-asset impairments and other costs related to the restructuring plans announced in April 2023 and November 2022.
(4) In the year ended December 31, 2023, we incurred restructuring charges of $50.9 million of severance and other employee costs and $25.3 million related to right-of-use-asset impairments and other costs related to the restructuring plans announced in April 2023 and November 2022.
Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Policies and Estimates above and in Note 2 of the notes to our consolidated financial statements.
Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Policies and Estimates below and in Note 2 of the notes to our consolidated financial statements.
Cost of Revenue Cost of revenue primarily consists of costs directly related to revenue generating transactions through our multimodal platform which primarily includes insurance costs, payment processing charges, and other costs. Insurance costs consist of insurance generally required under TNC and city regulations for ridesharing and bike and scooter rentals and also includes occupational hazard insurance for drivers in California.
Cost of Revenue Cost of revenue primarily consists of costs directly related to revenue generating transactions through our multimodal platform which primarily includes insurance costs, payment processing charges, and other costs. Insurance costs consist of insurance generally required under TNC and city regulations for ridesharing and bike and scooter rentals and also include occupational hazard insurance for drivers.
These arrangements generally require us to provide advertising services over a fixed period of time for which revenue is recognized ratably over the contractual period. These revenues are not significant to the Company’s consolidated revenue. Rental Revenue (ASC 842) We generate rental revenues primarily from Flexdrive and our network of Light Vehicles.
These arrangements generally require us to provide advertising services over a fixed period of time for which revenue is recognized ratably over the contractual period. These revenues are not significant to the Company’s consolidated revenue. Rental Revenue (ASC 842) We generate rental revenues primarily from Flexdrive, an independently managed subsidiary, and our network of Light Vehicles.
In addition, the Revolving Credit Facility contains restrictions on payments including cash payments of dividends. The Revolving Credit Facility provides for borrowings up to the amount of the facility, with a sublimit of $168 million for the issuance of letters of credit.
In addition, the Revolving Credit Facility contains customary covenants, including restrictions on payments such as cash payments of dividends. The Revolving Credit Facility provides for borrowings up to the amount of the facility, with a sublimit of $168 million for the issuance of letters of credit.
(9) Due to rounding, numbers presented may not add up precisely to the totals provided. 68 Net loss is the most directly comparable financial measure to Adjusted Net Income (Loss).
(5) Due to rounding, numbers presented may not add up precisely to the totals provided. 62 Net income (loss) is the most directly comparable financial measure to Adjusted Net Income (Loss).
Recent Accounting Pronouncements See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report.
Recent Accounting Pronouncements See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for recent accounting pronouncements as of the date of this report.
Consideration allocated to each performance obligation, the data delivery and vehicle access, are determined by assigning the relative fair value to each of the performance obligations. Revenue is recorded upon delivery of the rideshare data and ratably over the quarter for access to fleet vehicles as our respective performance obligation is satisfied upon the delivery of each.
Consideration allocated to each performance obligation, the data delivery and vehicle access, are determined by assigning the relative fair value, which represents the stand alone selling price, to each of the performance obligations. Revenue is recorded ratably over the quarter for access to fleet vehicles as our respective performance obligation is satisfied upon the delivery of each.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the respective most directly comparable GAAP financial measures. 67 Net loss is the most directly comparable financial measure to Adjusted EBITDA.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our non-GAAP financial measures in conjunction with the respective most directly comparable GAAP financial measures.
We continue to actively monitor the impact of the uncertain macroeconomic environment, including tightening credit markets, inflation and changing interest rates. We have made adjustments to our expenses and cash flow which include headcount reductions announced in November 2022 and April 2023.
In particular, we continue to actively monitor the impact of the uncertain macroeconomic environment, including tightening credit markets, inflation and changing interest rates and have made adjustments to our expenses and cash flow which include headcount reductions announced in the third quarter of 2024, second quarter of 2023 and fourth quarter of 2022.
We made this determination of not being primarily responsible for the services since we do not promise the transportation services, do not contract with drivers to provide transportation services on our behalf, do not control whether the driver accepts or declines the transportation request via the Lyft Platform, and do not control the provision of transportation services by drivers to riders at any point in time either before, during, or after, the trip.
We made this determination of not being primarily responsible for the services since we do not promise the transportation services, do not contract with drivers to provide transportation services on our behalf, do not control whether the driver accepts or declines the transportation request via the Lyft Platform, and do not control the provision of transportation services by drivers to riders at any point in time either before, during, or after, the trip. 66 We consider the ToS and our customary business practices in identifying the contracts under ASC 606.
We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors.
We expect to see cost of revenue increase in the near term on a year-over-year basis due to higher insurance costs driven by recent economic factors and the renewals of our third party insurance agreements.
Light Vehicle fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks. Research and Development Research and development expenses primarily consist of personnel-related compensation costs and facilities costs. Such expenses include costs related to autonomous vehicle technology initiatives.
Light Vehicle fleet operations support costs include general repairs and maintenance, and other customer support activities related to repositioning bikes and scooters for rider convenience, cleaning and safety checks. Research and Development Research and development expenses primarily consist of personnel-related compensation costs and facilities costs. Research and development costs are expensed as incurred.
Accordingly, we maintain no accounts receivable from drivers. Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust investments were $837.3 million and $1.0 billion as of December 31, 2023 and 2022, respectively.
Our contracts with insurance providers require reinsurance premiums to be deposited into trust accounts with a third-party financial institution from which the insurance providers are reimbursed for claims payments. Our restricted reinsurance trust investments as of December 31, 2024 and 2023 were $1.4 billion and $837.3 million, respectively.
Active Riders 2023 2022 (in millions) Three Months Ended March 31 19.6 17.8 Three Months Ended June 30 21.5 19.9 Three Months Ended September 30 22.4 20.3 Three Months Ended December 31 22.4 20.4 We define Active Riders as all riders who take at least one ride during a quarter where the Lyft Platform processes the transaction.
Active Riders 2024 2023 (in millions) Three Months Ended March 31 21.9 19.6 Three Months Ended June 30 23.7 21.5 Three Months Ended September 30 24.4 22.4 Three Months Ended December 31 24.7 22.4 54 We define Active Riders as all riders who take at least one ride during a quarter where the Lyft Platform processes the transaction.
In November 3, 2022, we entered into the Revolving Credit Facility, which is a revolving credit agreement with certain lenders which provides for a $420 million revolving secured credit facility maturing on the earlier of (i) November 3, 2027 and (ii) February 13, 2025, if, as of such date, the Company’s Liquidity (as defined in the revolving credit agreement) minus the aggregate principal amount of the Company’s 2025 Notes outstanding on such date is less than $1.25 billion.
On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving credit facility (as amended to date, the “Revolving Credit Facility”) maturing on November 3, 2027 or February 13, 2025, if, as of February 13, 2025, our Liquidity (as defined in the Revolving Credit Agreement) minus the aggregate principal amount of the 2025 Notes outstanding on such date is less than $1.25 billion.
Operations and Support Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Operations and support $ 427,239 $ 443,846 $ 402,233 (4) % 10 % Operations and support expenses decreased $16.6 million, or 4%, in 2023 as compared to the prior year.
Operations and Support Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Operations and support $ 443,821 $ 427,239 4 % Operations and support expenses increased $16.6 million, or 4%, in 2024 as compared to the prior year.
Our future capital requirements will depend on many factors, including, but not limited to our growth, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities.
Our future capital requirements will depend on many factors, including, but not limited to our growth, the effectiveness of our efforts to align our expenses with our current operating needs and short-term commitments, our ability to attract and retain drivers and riders on our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, actual insurance payments for which we have made reserves, and the expansion of sales and marketing activities, as well as satisfaction of our obligations with respect to any indebtedness.
We consider the ToS and our customary business practices in identifying the contracts under ASC 606. As our customary business practice, a contract exists between the driver and us when the driver’s ability to cancel the trip lapses, which typically is upon pickup of the rider.
As our customary business practice, a contract exists between the driver and us when the driver’s ability to cancel the trip lapses, which typically is upon pickup of the rider.
We continue to review our insurance reserve estimates in a regular, ongoing process as historical experience develops, additional claims are reported as settled, and the legal, regulatory and economic environment evolves. On April 22, 2021, our wholly-owned subsidiary, Pacific Valley Insurance Company, Inc.
We continue to review our insurance reserve estimates in a regular, ongoing process as historical experience develops, additional claims are reported as settled, and the legal, regulatory and economic environment evolves.
For more information regarding the limitations of Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net loss to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
Refer to Note 9 “Leases” to the consolidated financial statements for information regarding this gain from lease termination. For more information regarding the limitations of Adjusted EBITDA, Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) and a reconciliation of net income (loss) to Adjusted EBITDA, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
We have also incurred restructuring charges related to the exit and sublease or cease use of certain facilities to align with our anticipated operating needs in the fourth quarter of 2022 and the first quarter of 2023.
We have also incurred restructuring charges related to the exit and sublease or cease use of certain facilities to align with our anticipated operating needs in the fourth quarter of 2022 and the first quarter of 2023. Refer to Note 15 “Restructuring” to the consolidated financial statements for information regarding these reductions in workforce.
As of December 31, 2023, no amounts had been drawn under the credit facility. We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers.
We collect the fare and related charges from riders on behalf of drivers at the time the ride is delivered using the rider’s authorized payment method, and we retain any fees owed to us before making the remaining disbursement to drivers. Accordingly, we maintain no accounts receivable from drivers.
We believe the adjustment to exclude this gain associated with the commutation of the Reinsurance Agreement from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess our operating performance in the context of current period results and provide for better comparability with our historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts.
We believe this does not reflect the current period performance of our ongoing operations and that the adjustment to exclude this gain from lease termination from Adjusted EBITDA and Adjusted Net Income (Loss) is useful to investors by enabling them to better assess Lyft’s ongoing operating performance and provide for better comparability with Lyft’s historically disclosed Adjusted EBITDA and Adjusted Net Income (Loss) amounts.
We calculate Adjusted EBITDA as net loss, adjusted for: • interest expense; • other income (expense), net; • provision for (benefit from) income taxes; • depreciation and amortization; • stock-based compensation; • payroll tax expense related to stock-based compensation; • net amount from claims ceded under the Reinsurance Agreement; • sublease income; • transaction costs related to certain legacy auto insurance liabilities, if any; • costs related to acquisitions and divestitures, if any; and • restructuring charges, if any.
We calculate Adjusted EBITDA as net income (loss), adjusted for: • interest expense; • other income (expense), net; • provision for (benefit from) income taxes; • depreciation and amortization; • stock-based compensation; • payroll tax expense related to stock-based compensation; • sublease income; • gain from lease termination, if any; • costs related to acquisitions and divestitures, if any; and • restructuring charges, if any.
Other Income (Expense), Net Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Other income (expense), net $ 170,123 $ (99,988) $ 135,933 270 % (174) % Other income (expense), net increased $270.1 million, or 270%, in 2023 as compared to the prior year.
Other Income (Expense), Net Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Other income (expense), net $ 173,183 $ 170,123 2 % Other income (expense), net increased $3.1 million, or 2%, in 2024 as compared to the prior year.
Financial and Operational Results for the Year Ended December 31, 2023 Year Ended December 31, 2023 2022 2022 to 2023 % Change (in millions, except percentages) GAAP Financial Measures Revenue $ 4,403.6 $ 4,095.1 8% Total costs and expenses $ 4,879.2 $ 5,554.1 (12)% Loss from operations $ (475.6) $ (1,458.9) 67% Net loss $ (340.3) $ (1,584.5) 79% Net loss as a percentage of revenue (7.7) % (38.7) % 80% Net cash used in operating activities $ (98.2) $ (237.3) 59% Net cash provided by investing activities $ 599.8 $ 186.0 222% Net cash used in financing activities $ (122.1) $ (87.5) (40)% Key Metrics and Non-GAAP Financial Measures Active Riders for the fourth quarter 22.4 20.4 10% Rides 709.0 598.5 18% Gross Bookings $ 13,775.2 $ 12,057.3 14% Adjusted EBITDA (1) $ 222.4 $ (416.5) 153% Net loss as a percentage of Gross Bookings (2.5) % (13.1) % 81% Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 1.6 % (3.5) % 146% Adjusted Net Income (Loss) (1) $ 250.7 $ (531.4) 147% Free cash flow (1)(2) $ (248.1) $ (352.3) 30% _______________ (1) For more information regarding our use of our non-GAAP financial measures and reconciliations of these measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures”.
Financial and Operational Results for the Year Ended December 31, 2024 Year Ended December 31, 2024 2023 % Change (in millions, except percentages) GAAP Financial Measures Revenue $ 5,786.0 $ 4,403.6 31% Total costs and expenses $ 5,904.9 $ 4,879.2 21% Loss from operations $ (118.9) $ (475.6) 75% Net income (loss) $ 22.8 $ (340.3) 107% Net income (loss) as a percentage of revenue 0.4 % (7.7) % Net cash provided by (used in) operating activities $ 849.7 $ (98.2) 965% Net cash (used in) provided by investing activities $ (518.0) $ 599.8 (186)% Net cash used in financing activities $ (155.9) $ (122.1) (28)% Key Metrics and Non-GAAP Financial Measures Active Riders for the fourth quarter 24.7 22.4 10% Rides 828.3 709.0 17% Gross Bookings $ 16,099.4 $ 13,775.2 17% Adjusted EBITDA (1) $ 382.4 $ 222.4 72% Net income (loss) as a percentage of Gross Bookings 0.1 % (2.5) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.4 % 1.6 % Adjusted Net Income (1)(2) $ 391.5 $ 250.7 56% Free cash flow (1)(3) $ 766.3 $ (248.1) 409% _______________ (1) For more information regarding our use of our non-GAAP financial measures and reconciliations of these measures to the most comparable GAAP measures, see “Non-GAAP Financial Measures”.
Liquidity and Capital Resources As of December 31, 2023, our principal sources of liquidity were cash and cash equivalents of approximately $558.6 million, short-term investments of approximately $1.1 billion, exclusive of restricted cash, cash equivalents and investments of $1.0 billion, and a revolving credit agreement which provides for a $420 million revolving secured credit facility described below.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of approximately $759.3 million and short-term investments of approximately $1.2 billion, exclusive of restricted cash, cash equivalents and investments of $1.5 billion, and a revolving credit facility in an aggregate principal amount of $420.0 million as described below.
Provision for Income Taxes Our provision for income taxes consists of federal and state taxes in the U.S. and foreign taxes in jurisdictions in which we conduct business. As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future.
As we expand the scale of our international business activities, any changes in the U.S. and foreign taxation of such activities may increase our overall provision for income taxes in the future. We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss carryforwards.
We define Gross Bookings as the total dollar value of transactions invoiced to rideshare riders including any applicable taxes, tolls and fees, excluding tips to drivers.
Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) Gross Bookings is a key indicator of the scale and impact of our overall platform. We define Gross Bookings as the total dollar value of transactions invoiced to rideshare riders including any applicable taxes, tolls and fees, excluding tips to drivers.
We define Adjusted Net Income (Loss) as net loss adjusted for: • amortization of intangible assets; • stock-based compensation; 66 • payroll tax expense related to stock-based compensation; • net amount from claims ceded under the Reinsurance Agreement; • transaction costs related to certain legacy auto insurance liabilities, if any; • costs related to acquisitions and divestitures, if any; • impairment charges, if any; and • restructuring charges, if any.
We define Adjusted Net Income (Loss) as net income (loss) adjusted for: • amortization of intangible assets; • stock-based compensation; • payroll tax expense related to stock-based compensation; • gain from lease termination, if any; • costs related to acquisitions and divestitures, if any; • impairment charges, if any; and • restructuring charges, if any.
Cost of Revenue Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Cost of revenue $ 2,543,954 $ 2,435,736 $ 1,702,317 4 % 43 % Cost of revenue increased $108.2 million, or 4%, in 2023 as compared to the prior year.
Cost of Revenue Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Cost of revenue $ 3,337,714 $ 2,543,954 31 % Cost of revenue increased $793.8 million, or 31%, in 2024 as compared to the prior year.
Research and Development Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Research and development $ 555,916 $ 856,777 $ 911,946 (35) % (6) % Research and development expenses decreased $300.9 million, or 35%, in 2023 as compared to the prior year.
Research and Development Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Research and development $ 397,073 $ 555,916 (29) % Research and development expenses decreased $158.8 million, or 29%, in 2024 as compared to the prior year.
In each of the three month periods ended March 31, June 30, September 30, and December 31, 2023, Active Riders increased compared to the same periods in 2022 primarily due to an increase in demand driven by competitive pricing adjustments which resulted in Active Riders in the fourth quarter of 2023 being just shy of our all-time high.
In each of the three month periods ended March 31, June 30, September 30, and December 31, 2024, Active Riders increased compared to the same periods in 2023 primarily due to our focus on rider engagement, improved retention and overall marketplace health which resulted in Active Riders reaching an all-time high in the fourth quarter of 2024.
Cash provided by investing activities was $186.0 million for the year ended December 31, 2022, which primarily consisted of proceeds from sales and maturities of marketable securities of $4.0 billion, maturities of term deposits of $395.1 million and the sale of property and equipment of $129.8 million, partially offset by purchases of marketable securities of $4.0 billion, the acquisition of PBSC of $146.3 million, and purchases of property and equipment of $115.0 million.
Investing Activities Cash used in investing activities was $518.0 million for the year ended December 31, 2024, which primarily consisted of purchases of marketable securities of $4.2 billion and purchases of property and equipment of $83.5 million, partially offset by proceeds from sales and maturities of marketable securities of $3.6 billion and the sale of property and equipment of $92.0 million.
From time to time, we may seek additional equity or debt financing to fund capital expenditures, strategic initiatives or investments and our ongoing operations, or to refinance our existing or future indebtedness.
Refer to Note 17 “Subsequent Events” to the consolidated financial statements for additional information regarding this repurchase program. From time to time, we have and we may in the future seek additional equity or debt financing to fund capital expenditures, strategic initiatives or investments and our ongoing operations, or to refinance our existing or future indebtedness.
These increases were partially offset by decreases of $16.4 million in personnel-related costs and $14.0 million in stock-based compensation primarily driven by a reduction in headcount after the restructuring events in the fourth quarter of 2022 and second quarter of 2023.
These increases were partially offset by decreases of $32.5 million in stock-based compensation and $26.3 million in personnel-related costs driven by a reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years.
Interest Expense Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Interest expense $ (26,223) $ (19,735) $ (51,635) 33 % (62) % Interest expense increased $6.5 million, or 33%, in 2023 as compared to the prior year.
Interest Expense Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Interest expense $ (28,921) $ (26,223) 10 % Interest expense increased $2.7 million, or 10%, in 2024 as compared to the prior year.
This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Annual Report on Form 10-K.
Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and 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 future.
We offer various incentive programs to drivers that are recorded as reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
Revenue derived from these offerings is recognized in accordance with ASC 842 as described in the Critical Accounting Policies and Estimates below and in Note 2 of the notes to our consolidated financial statements. 55 We offer various incentive programs to drivers that are recorded as reduction to revenue if we do not receive a distinct good or service in consideration or if we cannot reasonably estimate the fair value of goods or services received.
The following table provides a reconciliation of net loss to Adjusted EBITDA (in millions): Year Ended December 31, 2023 2022 2021 (in millions) Net loss $ (340.3) $ (1,584.5) $ (1,062.1) Adjusted to exclude the following: Interest expense (1) 29.7 20.8 52.8 Other (income) expense, net (2) (170.1) 100.0 (135.9) Provision for (benefit from) income taxes 8.6 5.9 11.2 Depreciation and amortization 116.5 154.8 139.3 Stock-based compensation 484.5 750.8 724.6 Payroll tax expense related to stock-based compensation 12.5 17.0 31.5 Net amount from claims ceded under the Reinsurance Agreement (3)(4) — 18.5 52.8 Sublease income 4.8 11.6 6.6 Costs related to acquisitions and divestitures (5) — 2.3 1.5 Transactions related to certain legacy auto insurance liabilities (6) — — 20.4 Restructuring charges (7)(8) 76.2 86.6 — Adjusted EBITDA (9) $ 222.4 $ (416.5) $ (157.5) Gross Bookings $ 13,775.2 $ 12,057.3 $ 9,745.7 Net loss as a percentage of Gross Bookings (2.5) % (13.1) % (10.9) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 1.6 % (3.5) % (1.6) % _______________ (1) Includes interest expense for Flexdrive vehicles and the 2025 Notes. $3.4 million, $1.1 million and $1.1 million related to the interest component of vehicle related finance leases in the year ended December 31, 2023, 2022, and 2021.
The following table provides a reconciliation of net income (loss) to Adjusted EBITDA (in millions): Year Ended December 31, 2024 2023 Net income (loss) $ 22.8 $ (340.3) Adjusted to exclude the following: Interest expense (1) 34.7 29.7 Other (income) expense, net (173.2) (170.1) Provision for (benefit from) income taxes 2.6 8.6 Depreciation and amortization 148.9 116.5 Stock-based compensation 330.9 484.5 Payroll tax expense related to stock-based compensation 14.8 12.5 Sublease income 3.5 4.8 Gain from lease termination (2) (29.6) — Restructuring charges (3)(4) 26.9 76.2 Adjusted EBITDA (5) $ 382.4 $ 222.4 Gross Bookings 16,099.4 13,775.2 Net income (loss) as a percentage of Gross Bookings 0.1 % (2.5) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.4 % 1.6 % ______________ _ (1) Includes $5.8 million and $3.4 million related to the interest component of vehicle related finance leases in the year ended December 31, 2024 and 2023.
After the measurement period, any subsequent adjustments are reflected on the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.
After the measurement period, any subsequent adjustments are reflected on the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.
Sales and Marketing Year Ended December 31, 2023 to 2022 % change 2022 to 2021 % Change 2023 2022 2021 (in thousands, except for percentages) Sales and marketing $ 481,004 $ 531,512 $ 411,406 (10) % 29 % Sales and marketing expenses decreased $50.5 million, or 10%, in 2023 as compared to the prior year.
Sales and Marketing Year Ended December 31, % Change 2024 2023 (in thousands, except for percentages) Sales and marketing $ 788,972 $ 481,004 64 % Sales and marketing expenses increased $308.0 million, or 64%, in 2024 as compared to the prior year.
The 2025 Notes mature on May 15, 2025, unless earlier converted, redeemed or repurchased. Refer to Note 10 "Debt" to the consolidated financial statements for information regarding the 2025 Notes.
The 2025 Notes and 2029 Notes mature on May 15, 2025 and March 1, 2029, respectively, unless earlier converted, redeemed or repurchased. Refer to Note 11 "Debt" to the consolidated financial statements for information regarding the 2025 Notes and 2029 Notes. (2) Due to rounding, numbers presented may not add up precisely to the totals provided.
Additionally, our net loss in the year ended December 31, 2022 included a $135.7 million impairment charge related to a non-marketable equity investment in a privately held company and other assets which negatively impacted net loss as a percentage of Gross Bookings in the year ended December 31, 2022, but did not have a similar impact in 2023.
Additionally, our net income (loss) in the year ended December 31, 2024 included a $29.6 million gain related to a lease termination which positively impacted net income (loss) as a percentage of Gross Bookings in the year ended December 31, 2024, but did not have a similar impact in 2023.
The increase in Gross Bookings in the year ended December 31, 2023 as compared to the year ended December 31, 2022 was due primarily to Rides growth which benefited from improvements in marketplace health driven by our competitive pricing adjustments in addition to our focused execution. 56 The improvements in net loss as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the year ended December 31, 2023 as compared to the year ended December 31, 2022 were due primarily to our cost-restructuring efforts in the first half of the year which helped us to partially offset the impact of competitive pricing to net loss and Adjusted EBITDA.
The improvements in net income (loss) as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the year ended December 31, 2024 as compared to the year ended December 31, 2023 were due primarily to Rides growth due to competitive pricing and improved marketplace health.
(6) In the year ended December 31, 2022, we incurred restructuring charges of $29.2 million of severance and other employee costs, $57.4 million related to lease impairments and other restructuring costs and $23.9 million related to accelerated depreciation of certain fixed assets.
(2) In the year ended December 31, 2024, we incurred restructuring charges of $14.1 million of fixed asset disposals, $11.1 million of other current assets disposals and other costs, $10.6 million of accelerated depreciation of fixed assets and $1.8 million of severance and other employee costs.
The increase in Rides in the year ended December 31, 2023 as compared to the year ended December 31, 2022 was due primarily to our improved marketplace heath and competitive pricing adjustments, which also resulted in Active Riders reaching a multi-year high. Active Riders The number of Active Riders is a key indicator of the scale of our user community.
The increase in Rides in the year ended December 31, 2024 as compared to the year ended December 31, 2023 was due primarily to our improved marketplace health which also resulted in both Rides and Active Riders reaching all-time highs in the fourth quarter of 2024.
This consisted primarily of a net loss of $340.3 million. This was offset by non-cash stock-based compensation expense of $484.5 million and depreciation and amortization expense of $116.5 million. Cash used in operating activities was $237.3 million for the year ended December 31, 2022. This consisted primarily of a net loss of $1.6 billion.
The year over year decrease in net loss from $1.6 billion to $340.3 million was a result of an increase in our revenue and the actions we have taken to reduce our operating expenses. Net loss was also offset by non-cash adjustments for stock-based compensation expense of $484.5 million and depreciation and amortization expense of $116.5 million.
The decrease was primarily due to decreases of $20.2 million in stock-based compensation and $15.9 million in personnel-related costs driven by a reduction in headcount after the restructuring events in the fourth quarter of 2022 and second quarter of 2023. There were also decreases of $20.4 million in driver and rider programs and $18.8 million in brand and other marketing.
The decrease was primarily due to decreases of $96.3 million in stock-based compensation and $62.9 million in personnel-related costs driven by a reduction in headcount after the restructuring events initiated in the third quarter of 2024 and in prior years.
Refer to Note 6 "Supplemental Financial Statement Information" to the consolidated financial statements for information regarding the Commutation Transaction.
Refer to Note 9 “Leases” to the consolidated financial statements for information regarding this lease termination.
The decrease was primarily due to a $41.2 million decrease in personnel-related costs, a $11.7 million decrease in depreciation, a $10.0 million decrease in stock-based compensation and a $0.7 million decrease in facilities costs driven by the restructuring events in the fourth quarter of 2022 and second quarter of 2023, which included reductions in headcount and the cease use of certain facilities.
These increases were partially offset by a $20.0 million decrease in facilities costs and a $7.1 million decrease in stock-based compensation driven by restructuring events initiated in prior years, which included the cease use of certain facilities and reductions in headcount.
The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended December 31, 2023 2022 2021 Net cash provided by (used in) operating activities $ (98.2) $ (237.3) $ (101.7) Less: purchases of property and equipment and scooter fleet (149.8) (115.0) (79.2) Free cash flow (1) $ (248.1) $ (352.3) $ (180.9) (1) Due to rounding, numbers presented may not calculate precisely to the totals provided. 69 Cash Flows The following table summarizes our cash flows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 (in thousands) Net cash used in operating activities $ (98,244) $ (237,285) Net cash provided by investing activities 599,753 186,045 Net cash used in financing activities (122,078) (87,500) Effect of foreign exchange on cash, cash equivalents and restricted cash and cash equivalents 533 (631) Net change in cash, cash equivalents and restricted cash and cash equivalents $ 379,964 $ (139,371) Operating Activities Cash used in operating activities was $98.2 million for the year ended December 31, 2023.
The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended December 31, 2024 2023 Net cash provided by (used in) operating activities $ 849.7 $ (98.2) Less: purchases of property and equipment and scooter fleet (83.5) (149.8) Free cash flow (1) $ 766.3 $ (248.1) _______________ (1) Due to rounding, numbers presented may not calculate precisely to the totals provided.
Refer to Note 8 “Leases” to the consolidated financial statements for information regarding the interest component of vehicle-related finance leases.
Refer to Note 9 “Leases” to the consolidated financial statements for information regarding the interest component of vehicle-related finance leases. (2) In the fourth quarter of 2024, we recorded a $29.6 million gain as a result of a lease termination. Refer to Note 9 “Leases” to the consolidated financial statements for information regarding this lease termination.
These increases were offset by a $6.7 million decrease in sublease income. 64 Non-GAAP Financial Measures Year Ended December 31, 2023 2022 2021 2023 to 2022 % Change 2022 to 2021 % Change (in millions, except for percentages) GAAP Financial Measures Revenue $ 4,403.6 $ 4,095.1 $ 3,208.3 8 % 28 % Net loss $ (340.3) $ (1,584.5) $ (1,062.1) 79 % (49) % Net loss as a % of revenue (7.7) % (38.7) % (33.1) % Net cash used in operating activities $ (98.2) $ (237.3) $ (101.7) 59 % (133) % Net cash provided by investing activities $ 599.8 $ 186.0 $ 267.0 222 % (30) % Net cash used in financing activities $ (122.1) $ (87.5) $ (72.5) (40) % (21) % Key Metrics and Non-GAAP Financial Measures Gross Bookings $ 13,775.2 $ 12,057.3 $ 9,745.7 14 % 24 % Adjusted EBITDA $ 222.4 $ (416.5) $ (157.5) 153 % (164) % Net loss as a percentage of Gross Bookings (2.5) % (13.1) % (10.9) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 1.6 % (3.5) % (1.6) % Adjusted Net Income (Loss) $ 250.7 $ (531.4) $ (332.6) 147 % (60) % Free cash flow (1) $ (248.1) $ (352.3) $ (180.9) 30 % (95) % _______________ (1) Free cash flow is defined as as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.
These increases were partially offset by a prior year $12.9 million gain on an equity method investment incurred in the second quarter of 2023 and a $10.9 million decrease due to foreign currency exchange. 59 Non-GAAP Financial Measures Year Ended December 31, 2024 2023 % Change (in millions, except for percentages) GAAP Financial Measures Revenue $ 5,786.0 $ 4,403.6 31 % Net income (loss) $ 22.8 $ (340.3) 107 % Net income (loss) as a % of revenue 0.4 % (7.7) % Net cash provided by (used in) operating activities $ 849.7 $ (98.2) 965 % Net cash (used in) provided by investing activities $ (518.0) $ 599.8 (186) % Net cash used in financing activities $ (155.9) $ (122.1) (28) % Key Metrics and Non-GAAP Financial Measures Gross Bookings $ 16,099.4 $ 13,775.2 17 % Adjusted EBITDA $ 382.4 $ 222.4 72 % Net income (loss) as a percentage of Gross Bookings 0.1 % (2.5) % Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) 2.4 % 1.6 % Adjusted Net Income (1) $ 391.5 $ 250.7 56 % Free cash flow (2) $ 766.3 $ (248.1) 409 % _______________ (1) Beginning in the first quarter of 2025, we will no longer present Adjusted Net Income (Loss) as a non-GAAP financial measure.
Other Income (Expense), Net Other income (expense), net consists primarily of an impairment charge related to a non-marketable equity investment and other assets in 2022, a pre-tax gain as a result of the transaction with Woven Planet in 2021, interest earned on our cash and cash equivalents, sublease income and restricted and unrestricted short-term investments.
Other Income (Expense), Net Other income (expense), net consists primarily of interest earned on our cash, cash equivalents and restricted and unrestricted short-term investments as well as sublease income.
The following table provides a reconciliation of net loss to Adjusted Net Income (Loss) (in millions): Year Ended December 31, 2023 2022 2021 Net loss $ (340.3) $ (1,584.5) $ (1,062.1) Adjusted for the following: Amortization of intangible assets 16.8 18.4 18.1 Stock-based compensation 484.5 750.8 724.6 Payroll tax expense related to stock-based compensation 12.5 17.0 31.5 Net amount from claims ceded under the Reinsurance Agreement (1)(2) — 18.5 52.8 Costs related to acquisitions and divestitures (3) — 2.3 (117.7) Transactions related to certain legacy auto insurance liabilities (4) — — 20.4 Restructuring charges (5)(6) 77.2 110.5 — Impairment charges (7) — 135.7 — Adjusted Net Income (Loss) (8) $ 250.7 $ (531.4) $ (332.6) _______________ (1) In the second quarter of 2022, we recorded a $36.8 million gain recognized in cost of revenue on the consolidated statement of operations related to the Commutation Transaction, which effectively commuted and settled the Reinsurance Agreement.
The following table provides a reconciliation of net income (loss) to Adjusted Net Income (in millions): Year Ended December 31, 2024 2023 Net income (loss) $ 22.8 $ (340.3) Adjusted for the following: Amortization of intangible assets 15.0 16.8 Stock-based compensation 330.9 484.5 Payroll tax expense related to stock-based compensation 14.8 12.5 Gain from lease termination (1) (29.6) — Restructuring charges (2)(3) 37.6 77.2 Adjusted Net Income (4)(5) $ 391.5 $ 250.7 _______________ (1) In the fourth quarter of 2024, we recorded a $29.6 million gain as a result of a lease termination.
Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2023 (in millions): Payments Due by Period Total 12 months or less Thereafter Operating lease commitments $ 205.8 $ 55.7 $ 150.2 Financing lease commitments 98.0 29.6 68.4 Long-term debt, including current maturities (1) 865.2 25.8 839.4 Other noncancelable agreements 205.0 8.8 196.2 _______________ (1) Includes the convertible senior notes with an aggregate principal amount of $747.5 million issued in May 2020 (the "2025 Notes").
If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected. 65 Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2024 (in millions): Payments Due by Period Total (2) 12 months or less Thereafter Operating lease commitments $ 228.0 $ 35.3 $ 192.7 Financing lease commitments 94.2 35.3 58.9 Long-term debt, including current maturities (1) 995.0 429.1 566.0 Other noncancelable agreements 109.3 10.2 99.1 _______________ (1) Includes the convertible senior notes issued in May 2020 (the "2025 Notes") and February 2024 (the "2029 Notes") with outstanding principal amounts of $390.7 million and $460.0 million, respectively, as of December 31, 2024.
The increase was due primarily to increases of $39.2 million in transaction fees, $38.7 million in Flexdrive related costs due to decreased gains from the sale of vehicles in 2023 as compared to 2022, and $29.3 million in Light Vehicle related costs.
There were also increases of $71.4 million in transaction fees due to higher ride volume, $19.6 million in depreciation and $16.8 million in Flexdrive related costs due to decreased gains from the sale of vehicles in 2024 as compared to 2023.
These revenues are not material to the Company’s consolidated revenue. Refer to Note 4 "Divestitures" to the consolidated financial statements for information regarding the divestiture of certain assets related to our self-driving vehicles division, Level 5. 58 We have arrangements to provide advertising services to third parties that are interested in reaching users of our platform.
Revenue was recorded upon delivery of the rideshare data until expiration of the rideshare contract in the second quarter of 2024. These revenues are not significant to the Company’s consolidated revenue. We have arrangements to provide advertising services to third parties that are interested in reaching users of our platform.
We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss carryforwards, or NOLs.
We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We have a valuation allowance for our U.S. deferred tax assets, including federal and state net operating loss 68 carryforwards.
Free Cash Flow Free cash flow is a measure used by our management to understand and evaluate our operating performance and trends.
Beginning in the first quarter of 2025, we will no longer present Adjusted Net Income (Loss) as our management no longer uses this metric for purposes of understanding and evaluating our operating performance. Free Cash Flow Free cash flow is a measure used by our management to understand and evaluate our operating performance and trends.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+3 added−1 removed0 unchanged
Biggest changeA hypothetical 100 basis points change in interest rates would not have a material impact on our financial condition or results of operations due to immateriality. 72
Biggest changeA hypothetical 100 basis points change in interest rates would not have a material impact on our financial condition or results of operations. Foreign Currency Exchange Risk Our international revenue, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest rates. Such fluctuations to date have not been significant.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest rates and foreign currency exchange. Such fluctuations to date have not been significant.
As of December 31, 2023, we had unrestricted cash, cash equivalents and short-term investments of approximately $1.7 billion, which consisted primarily of institutional money market funds, certificates of deposits, commercial paper, corporate bonds, and term deposits, which each carry a degree of interest rate risk, and restricted cash, cash equivalents and restricted investments of $1.0 billion.
Interest Rate Risk As of December 31, 2024, we had unrestricted cash, cash equivalents and short-term investments of approximately $2.0 billion, which consisted primarily of institutional money market funds, certificates of deposits, commercial paper, corporate bonds, and term deposits, which each carry a degree of interest rate risk, and restricted cash, cash equivalents and restricted investments of $1.5 billion.
Removed
A hypothetical 100 basis points change in interest rates would not have a material impact on our financial condition or results of operations due to the short-term nature of our investment portfolio. As of December 31, 2023, we had long-term debt of $865.2 million, 86% of which consisted of the 2025 Notes we issued in May 2020.
Added
As of December 31, 2024, we had long-term debt of $995.0 million, 39% of which consisted of the fixed-rate 2025 Notes we issued in May 2020, and 45% of which consisted of the fixed-rate 2029 Notes we issued in February 2024.
Added
We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains or losses related to revaluing and ultimately settling certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.
Added
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. 69

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