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表 內容
美國
證券交易委員會
華盛頓特區20549
_________________________________________________________________
形式 10-Q
_________________________________________________________________
(Mark一）
☒根據1934年《證券交易法》第13或15（d）條的季度報告
截至季度 2024年9月30日
☐根據1934年《證券交易所法》第13或15（d）條提交的過渡報告
從                到                
委員會文件號： 001-38846
_________________________________________________________________
Lyft公司
（章程中規定的註冊人的確切名稱）
_________________________________________________________________
德拉瓦20-8809830
（州或其他司法管轄區
成立或組織）		（國稅局僱主
識別號）
貝瑞街185號, Suite 400
舊金山, 加州 94107
（註冊人主要行政辦公室的地址，包括郵政編碼）
(844) 250-2773
（註冊人的電話號碼，包括地區代碼）
_________________________________________________________________
根據該法第12（b）條登記的證券：
每個班級的標題交易符號註冊的每個交易所的名稱
A類普通股，每股面值0.00001美金Lyft納斯達克全球精選市場
通過勾選標記確定註冊人是否：（1）在過去12個月內（或在註冊人被要求提交此類報告的較短期限內）提交了1934年證券交易法第13或15（d）條要求提交的所有報告，以及（2）在過去90天內是否遵守此類提交要求。 是的 ☒ 沒有 ☐
通過勾選標記檢查註冊人是否已在過去12個月內（或在註冊人被要求提交此類文件的較短期限內）以電子方式提交了根據S-t法規第405條（本章第232.405條）要求提交的所有交互數據文件。 是的  ☒ 沒有 ☐
通過複選標記來確定註冊人是大型加速申報人、加速申報人、非加速申報人、小型報告公司還是新興成長型公司。請參閱《交易法》第120條第2條中「大型加速申報人」、「加速申報人」、「小型報告公司」和「新興成長型公司」的定義。
大型加速文件夾
☒
加速編報公司
☐
非加速歸檔☐小型上市公司
☐
新興成長型公司
☐
如果是新興成長型公司，請通過勾選標記表明註冊人是否選擇不利用延長的過渡期來遵守根據《交易法》第13（a）條規定的任何新的或修訂的財務會計準則。 ☐
通過勾選標記檢查註冊人是否是空殼公司（定義見《交易法》第120條第2款）。 是的 ☐ 沒有 ☒
截至2024年11月4日，登記人發行的A類普通股股數為 406,286,219 註冊人已發行的b類普通股股數為 8,530,629.


表 內容
目錄
頁面


表 內容
關於前瞻性陳述的注釋
本季度10-Q表格報告包含聯邦證券法含義內的前瞻性陳述，這些陳述涉及重大風險和不確定性。前瞻性陳述通常與未來事件或我們未來的財務或運營運績有關。在某些情況下，您可以識別前瞻性陳述，因為它們包含「可能」、「將」、「應該」、「預期」、「計劃」、「預期」、「可能」、「意圖」、「目標」、「項目」、「考慮」、「相信」、「估計」、「預測」、「潛在」或「繼續」等詞語的負面內容或涉及我們預期的其他類似術語或表達，戰略、計劃或意圖。本10-Q表格季度報告中包含的前瞻性陳述包括有關以下方面的陳述：
•我們未來的財務表現，包括我們對收入、收入成本、運營費用、資本支出的預期、我們確定保險、法律和其他準備金的能力以及我們實現和維持盈利能力和正自由現金流的能力;
•我們的重組行動，包括此類行動的成本以及此類行動對我們業務和財務業績的影響;
•我們的現金、現金等值物和短期投資是否足以滿足我們的流動性需求;
•對我們的平台或一般運輸即服務網絡的需求;
•我們吸引和留住司機和乘客的能力;
•我們開發新產品並及時將其推向市場並增強我們的平台的能力;
•我們在現有和新市場和產品中與現有和新競爭對手競爭的能力;
•我們的價格和定價方法以及我們對定價對我們競爭地位和財務業績影響的預期;
•我們對未決和潛在訴訟的期望，包括對我們平台上司機的分類;
•我們對現有和正在制定的法律和法規的影響的期望，包括我們平台上的司機分類、稅收、隱私和數據保護;
•我們管理和保險與我們的交通即服務網絡相關風險的能力，包括汽車相關和運營相關風險，以及我們對保險成本和估計保險準備金的預期;
•我們對新興和不斷發展的市場的期望以及我們應對這些市場的努力;
•我們發展和保護我們品牌的能力；
•我們維護平台安全性和可用性的能力;
•我們對未來增長和業務運營的期望和管理;
•我們對與第三方關係的期望;
•我們維護、保護和增強智慧財產權的能力;
•我們對宏觀經濟狀況的預期，包括通貨膨脹的影響、全球銀行和金融服務市場的不確定性以及公共衛生危機;
•我們償還現有債務的能力;以及
•我們成功收購和整合公司和資產的能力。
我們警告您，上述列表可能不包含本季度報告中10-Q表格中做出的所有前瞻性陳述。
您不應依賴前瞻性陳述作為對未來事件的預測。我們的本季度報告中包含的前瞻性陳述主要基於我們對未來事件和趨勢的當前預期和預測，我們認為這些事件和趨勢可能影響我們的業務、財務狀況、運營運績和前景。這些前瞻性陳述中描述的事件的結果受風險、不確定性和其他因素的影響，包括標題為「風險因素」的部分和本季度報告10-Q表格中其他地方描述的因素。此外，我們在競爭激烈且瞬息萬變的環境中運營。新的風險和不確定性不時出現，我們不可能預測所有可能對前瞻性陳述產生影響的風險和不確定性
1
表 內容
包含在10-Q表格季度報告中。我們無法向您保證前瞻性陳述中反映的結果、事件和情況將會實現或發生，並且實際結果、事件或情況可能與前瞻性陳述中描述的結果、事件或情況存在重大差異。
本季度報告中10-Q表格中的前瞻性陳述僅與截至陳述之日的事件有關。我們沒有義務更新本10-Q表格季度報告中的任何前瞻性陳述，以反映本10-Q表格季度報告日期之後的事件或情況，或者反映新信息或非預期事件的發生，法律要求的除外。我們可能無法真正實現前瞻性陳述中披露的計劃、意圖或期望，您不應過度依賴我們的前瞻性陳述。我們的前瞻性陳述並不反映我們未來可能進行的任何收購、合併、處置、合資企業或投資的潛在影響。
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2
表 內容
第一部分-財務信息
項目1.財務報表
3
表 內容
Lyft，Inc.
精簡合併資產負債表
(單位：千，不包括每股和每股數據)
（未經審計）
2024年9月30日2023年12月31日
資產
易變現資產
現金及現金等價物$770,298 $558,636 
短期投資1,156,735 1,126,548 
預付費用和其他易變現資產940,335 892,235 
易變現資產總額2,867,368 2,577,419 
受限制現金和現金等值物270,248 211,786 
限制投資項目1,196,837 837,291 
其他投資42,982 39,870 
財產和設備，淨值483,861 465,844 
經營租賃使用權資產83,866 98,202 
無形資產，淨值48,242 59,515 
商譽256,393 257,791 
其他資產13,358 16,749 
總資產$5,263,155 $4,564,467 
負債和股東權益
流動負債
應付帳款$109,336 $72,282 
保險準備金1,592,564 1,337,868 
應計及其他流動負債1,715,181 1,508,855 
經營租賃負債-流動41,752 42,556 
當前可轉換優先票據389,773 — 
流動負債總額3,848,606 2,961,561 
經營租賃負債103,779 134,102 
長期債務，扣除流動部分574,475 839,362 
其他負債80,516 87,924 
總負債4,607,376 4,022,949 
承諾和或有事項（注6）
股東權益
優先股，美金0.00001 面值; 1,000,000,000 截至2024年9月30日和2023年12月31日授權的股份; 沒有 截至2024年9月30日和2023年12月31日已發行和發行股票
— — 
普通股，美金0.00001 面值; 18,000,000,000 截至2024年9月30日和2023年12月31日授權的A類股票; 406,280,530 和 391,239,046 分別截至2024年9月30日和2023年12月31日已發行和發行的A類股票; 100,000,000 截至2024年9月30日和2023年12月31日授權的b類股票; 8,530,629 和 8,566,629 截至2024年9月30日和2023年12月31日已發行和發行的b類股票
4 4 
借記資本公積10,978,966 10,827,378 
累計其他綜合損失(3,329)(4,949)
累計赤字(10,319,862)(10,280,915)
股東權益總額655,779 541,518 
負債和股東權益總額$5,263,155 $4,564,467 
隨附的附註是該等簡明綜合財務報表的組成部分。
4
表 內容
Lyft，Inc.
簡明合併經營報表
(in數千，每股數據除外）
（未經審計）
截至9月30日的三個月，截至9月30日的九個月，
2024202320242023
收入$1,522,692 $1,157,550 $4,235,739 $3,179,004 
成本和費用
收入成本888,255 644,500 2,463,135 1,800,091 
業務和支助117,462 118,763 336,238 325,338 
研發104,447 109,229 303,277 460,745 
銷售和營銷215,779 129,947 537,621 355,055 
一般及行政253,436 195,290 742,332 653,228 
總成本和支出1,579,379 1,197,729 4,382,603 3,594,457 
經營虧損(56,687)(40,179)(146,864)(415,453)
利息開支(7,362)(6,209)(22,262)(17,793)
其他收入（費用），淨額50,941 34,399 133,941 124,689 
所得稅前損失(13,108)(11,989)(35,185)(308,557)
所得稅撥備（受益）(682)111 3,762 5,454 
淨虧損$(12,426)$(12,100)$(38,947)$(314,011)
每股淨虧損
基本$(0.03)$(0.03)$(0.10)$(0.82)
稀釋$(0.03)$(0.03)$(0.10)$(0.82)
用於計算每股淨虧損的加權平均發行股數
基本412,229 389,307 406,785 381,697 
稀釋412,229 389,307 406,785 381,697 
包含在成本和費用中的股票補償：
收入成本$6,789 $5,553 $18,564 $23,825 
業務和支助2,310 2,818 6,299 12,727 
研發32,036 40,699 89,208 183,555 
銷售和營銷4,822 5,723 13,257 25,360 
一般及行政42,999 43,750 127,464 147,385 
隨附的附註是該等簡明綜合財務報表的組成部分。
5
表 內容
Lyft，Inc.
簡明綜合全面收益表（虧損）
(in數千）
（未經審計）
截至9月30日的三個月，截至9月30日的九個月，
2024202320242023
淨虧損$(12,426)$(12,100)$(38,947)$(314,011)
其他綜合收益（損失）
外幣換算調整1,176 (6,039)671 (5,494)
有價證券未實現收益，扣除稅款3,268 576 949 1,962 
其他綜合收益（損失）4,444 (5,463)1,620 (3,532)
全面虧損$(7,982)$(17,563)$(37,327)$(317,543)

隨附的附註是該等簡明綜合財務報表的組成部分。
6
表 內容
Lyft公司
簡明合併股東權益報表
(in數千）
（未經審計）


截至2023年9月30日的九個月
A類和B類
普通股		額外
實收
資本		積累
赤字		積累
其他
全面
收入（損失）		總
股東
股權
股份量
截至2022年12月31日的餘額370,155 $4 $10,335,013 $(9,940,595)$(5,754)$388,668 
行使股票期權後發行普通股82 — 297 — — 297 
限制性股票單位結算後發行普通股7,985 — — — — — 
與淨股份結算相關的扣留股份(103)— (1,166)— — (1,166)
股票補償— — 180,383 — — 180,383 
其他綜合收益（損失）— — — — 1,463 1,463 
淨虧損
— — — (187,649)— (187,649)
截至2023年3月31日的餘額378,119 $4 $10,514,527 $(10,128,244)$(4,291)$381,996 
行使股票期權後發行普通股2 — 7 — — 7 
限制性股票單位結算後發行普通股7,431 — — — — — 
與淨股份結算相關的扣留股份(82)— (661)— — (661)
員工購股計劃下發行普通股767 — 5,569 — — 5,569 
股票補償— — 113,926 — — 113,926 
其他綜合收益（損失）— — — — 468 468 
淨虧損
— — — (114,262)— (114,262)
截至2023年6月30日餘額386,237 $4 $10,633,368 $(10,242,506)$(3,823)$387,043 
行使股票期權後發行普通股107 — 825 — — 825 
限制性股票單位結算後發行普通股6,676 — — — — — 
與淨股份結算相關的扣留股份(35)— (383)— — (383)
股票補償— — 98,543 — — 98,543 
其他綜合收益（損失）— — — — (5,463)(5,463)
淨虧損— — — (12,100)— (12,100)
其他— — (139)— — (139)
截至2023年9月30日餘額
392,985 $4 $10,732,214 $(10,254,606)$(9,286)$468,326 
7
表 內容
截至2024年9月30日的九個月
A類和B類
普通股		額外
實收
資本		積累
赤字		積累
其他
全面
收入（損失）		總
股東
股權
股份量
截至2023年12月31日的餘額399,806 $4 $10,827,378 $(10,280,915)$(4,949)$541,518 
行使股票期權後發行普通股257 — 1,924 — — 1,924 
限制性股票單位結算後發行普通股6,280 — — — — — 
與淨股份結算相關的扣留股份(82)— (1,463)— — (1,463)
普通股的回購和報廢
(3,143)— (50,000)— — (50,000)
購買上限看漲期權— — (47,886)— — (47,886)
股票補償— — 80,098 — — 80,098 
其他綜合收益（損失）— — — — (1,324)(1,324)
淨虧損
— — — (31,535)— (31,535)
截至2024年3月31日的餘額403,118 $4 $10,810,051 $(10,312,450)$(6,273)$491,332 
行使股票期權後發行普通股81 — 262 — — 262 
限制性股票單位結算後發行普通股6,842 — — — — — 
與淨股份結算相關的扣留股份(456)— (7,436)— — (7,436)
員工購股計劃下發行普通股566 — 4,217 — — 4,217 
股票補償— — 85,739 — — 85,739 
其他綜合收益（損失）— — — — (1,500)(1,500)
淨收入
— — — 5,014 — 5,014 
截至2024年6月30日餘額410,151 $4 $10,892,833 $(10,307,436)$(7,773)$577,628 
行使股票期權後發行普通股239 — 769 — — 769 
限制性股票單位結算後發行普通股4,731 — — — — — 
與淨股份結算相關的扣留股份(310)— (3,592)— — (3,592)
股票補償— — 88,956 — — 88,956 
其他綜合收益（損失）— — — — 4,444 4,444 
淨虧損— — — (12,426)— (12,426)
截至2024年9月30日餘額
414,811 $4 $10,978,966 $(10,319,862)$(3,329)$655,779 
隨附的附註是該等簡明綜合財務報表的組成部分。
8
表 內容
Lyft，Inc.
簡明綜合現金流量表
(in數千）
（未經審計）
截至9月30日的九個月，
20242023
經營活動產生的現金流量
淨虧損$(38,947)$(314,011)
將淨虧損與經營活動提供的淨現金（使用）進行調節
折舊及攤銷115,189 85,350 
股票補償254,793 392,852 
有價證券溢價攤銷236 93 
有價證券折扣的增加(66,220)(46,581)
債務貼現和發行成本攤銷2,744 2,124 
出售和處置資產（收益）損失，淨8,180 (9,471)
其他(2,556)2,173 
經營資產和負債變化、收購淨影響
預付費用和其他資產(39,631)(35,354)
經營租賃使用權資產19,971 21,769 
應付帳款34,711 (52,988)
保險準備金254,696 (94,580)
應計負債和其他負債189,903 (77,919)
租賃負債(36,698)(15,209)
經營活動提供的淨現金（用於）696,371 (141,752)
投資活動產生的現金流量
購買有價證券(2,976,674)(2,354,598)
購買定期存款(2,194)— 
出售有價證券的收益155,181 345,422 
有價證券到期收益2,497,355 2,751,529 
定期存款到期收益3,539 5,000 
購買財產和設備以及滑板車車隊(70,055)(121,250)
收購支付的現金，扣除收購現金— 1,630 
財產和設備銷售67,856 79,033 
其他1,113 — 
投資活動提供的淨現金（用於）(323,879)706,766 
融資活動現金流量
償還貸款(61,807)(60,519)
發行可轉換優先票據的收益460,000 — 
支付債務發行成本 (11,888)— 
購買上限看漲期權(47,886)— 
A類普通股回購(50,000)— 
支付2025年到期的可轉換優先票據的結算費用(350,000)— 
行使股票期權和其他普通股發行的收益7,173 6,697 
與股權獎勵淨股份結算相關的已支付稅款(12,490)(2,208)
融資租賃義務的本金付款 (35,403)(35,935)
已付或有對價— (14,100)
融資活動所用現金淨額(102,301)(106,065)
外匯對現金、現金等值物以及受限制現金和現金等值物的影響(67)(68)
現金、現金等值物以及限制性現金和現金等值物淨增加270,124 458,881 
現金、現金等值物以及受限制現金和現金等值物
期初771,786 391,822 
期末$1,041,910 $850,703 
隨附的附註是該等簡明綜合財務報表的組成部分。
9
表 內容
Lyft，Inc.
簡明綜合現金流量表
(in數千）
（未經審計）
截至9月30日的九個月，
20242023
現金、現金等值物以及受限制現金和現金等值物與合併資產負債表的對帳
現金及現金等價物$770,298 $590,541 
受限制現金和現金等值物270,248 258,798 
受限制現金，包括在預付費用和其他易變現資產中1,364 1,364 
現金、現金等值物以及受限制現金和現金等值物總額$1,041,910 $850,703 
非現金投資及融資活動
融資收購車輛$90,918 $130,891 
購買財產和設備以及滑板車車隊尚未結算7,144 10,998 
根據融資租賃收購的使用權資產39,845 63,706 
根據經營租賃收購的使用權資產4,336 3,760 
重新計量財務和經營租賃使用權資產(9,505)(12,729)
隨附的附註是該等簡明綜合財務報表的組成部分。

10
表 內容

Lyft公司
簡明合併財務報表附註
（未經審計）
 1.    業務描述和列報基礎
業務組織和描述
Lyft公司(the「公司」或「Lyft」）在德拉瓦州註冊成立，總部位於加利福尼亞州舊金山。該公司在美國和加拿大運營多式聯運網絡，通過公司的平台和基於移動的應用程式提供各種交通選擇。該網絡支持多種交通模式，包括通過將擁有車輛的司機與需要乘車的乘客連接起來來促進點對點乘車共享。Lyft平台提供了一個市場，司機可以通過Lyft應用程式與乘客進行匹配，該公司作為一家交通網絡公司（「TNC」）運營。
通過公司的平臺和基於移動的應用程式提供的交通選擇主要包括連接美國各城市和加拿大部分城市的司機和騎車人的拼車市場、Lyft的自行車和滑板車網路(“輕型車輛”)以及Express Drive計劃，在該計劃中，司機可以與公司的全資子公司FlexDrive Services，LLC(“FlexDrive”)或第三方簽訂短期租賃協定，購買可能用於在Lyft平臺上提供拼車服務的車輛。此外，公司通過Lyft Business產品(如禮賓和Lyft Pass計劃)向組織提供拼車市場，並從與公司平臺數據相關的許可和數據訪問協定、訂閱費、自行車和自行車站硬體和軟體銷售收入以及提供廣告服務的安排收入中獲得收入。
呈列基準
隨附的未經審計簡明合併財務報表是根據美國公認會計原則（「GAAP」）和美國證券交易委員會（「SEC」）中期報告規則和法規編制的，並包括公司及其全資子公司的帳目。所有公司間餘額和交易均已消除。本10-Q表格季度報告中包含的信息應與截至2023年12月31日的年度已審計合併財務報表及其相關注釋一起閱讀，該財務報表及其相關注釋包含在我們的10-k表格年度報告中。
該公司主要使用美金作為其外國子公司的功能貨幣。對於以美金為功能貨幣的外國子公司，將外幣餘額重新計量為美金的損益計入簡明綜合經營報表。對於以當地貨幣為功能貨幣的外國子公司，外幣財務報表兌換為美金的調整將記錄到累計其他全面損失的單獨組成部分。
本文包含的截至2023年12月31日的合併資產負債表源自截至該日的已審計財務報表。隨附的未經審計簡明綜合財務報表是在與年度審計綜合財務報表相同的基礎上編制的，管理層認為，反映了公平陳述公司財務狀況、經營運績、全面虧損、股東權益和所列期間現金流量所需的所有調整，其中僅包括正常的經常性調整，但不一定表明未來年度或中期預期的運營結果。
 2.    主要會計政策概要
使用估計
按照公認會計原則編制財務報表需要管理層做出影響簡明綜合財務報表日期資產和負債的報告金額以及或有資產和負債的披露以及報告期內收入和費用的報告金額的估計和假設。公司基於各種因素和信息進行估計，其中可能包括但不限於歷史和過往經驗、預期未來業績、新的相關事件和經濟狀況，這些因素和信息構成了對資產和負債的公允價值做出判斷的基礎，而這些資產和負債的公允價值無法從其他來源顯而易見。實際結果可能與這些估計存在重大差異。
受估計和假設影響的重要項目包括與保險索賠（包括保險相關應計費用）、金融資產和負債的公允價值、聲譽和可識別無形資產、租賃、間接稅務義務、法律或有事項、遞延所得稅估值備抵和股票補償的估值。
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收入確認
該公司的收入來自其多式聯運網絡，該網絡通過Lyft平台和基於移動的應用程式提供各種交通選擇。基本上全部，或大約 85公司收入的%或以上來自連接司機和乘客的拼車市場，並根據會計準則法典主題606（「ASC 606」）進行確認。此外，根據ASC 606，公司通過許可和數據訪問、訂閱費、自行車和自行車站硬體和軟體銷售的收入以及向第三方提供廣告服務的安排的收入產生收入，這些收入不是公司簡明合併收入的重要組成部分。該公司還從Flexdrive及其輕型車輛網絡中產生租金收入，該收入根據會計準則編碼主題842（「ASC 842」）確認。
下表列出了簡明綜合經營報表中包含的公司收入（單位：千）：
截至9月30日的三個月，截至9月30日的九個月，
2024202320242023
來自客戶合同的收入（ASC 606）$1,387,825 $1,069,939 $3,919,393 $2,963,594 
租金收入（ASC 842）134,867 87,611 316,346 215,410 
總收入$1,522,692 $1,157,550 $4,235,739 $3,179,004 
來自客戶合同的收入（ASC 606）
該公司根據ASC 606確認其拼車市場的收入。本公司從司機使用Lyft平臺及相關活動所支付的服務費及佣金(統稱為“費用”)中賺取收入，以連接司機與乘客，以方便及成功地通過Lyft App完成乘車，而本公司在Lyft App中以TNC形式營運。該公司在每次騎行完成後確認收入。司機與公司簽訂服務條款(“ToS”)，以便使用Lyft司機應用程式。根據《服務承諾》，司機同意公司從代表司機向乘客收取的車費和相關費用中，保留適用的費用，作為他們使用Lyft平臺和進行相關活動的代價。該公司作為一個代理人，促進司機向騎手提供交通服務的能力。該公司報告的收入是以淨額為基礎的，反映了司機欠公司的費用作為收入，而不是從乘客那裡收取的總金額。
根據公司的慣例，當司機取消乘車的能力失效時（通常是在接搭乘客時），司機與公司之間存在合同。該公司在交易中的單一履行義務是將司機與乘客聯繫起來，以促進乘客完成成功的運輸服務。公司在騎行完成時確認收入，因為其績效義務在騎行完成時已履行。公司使用乘客預先授權的信用卡或其他支付機制代表司機向乘客收取車費和相關費用，並在向司機支付剩餘費用之前保留其費用;因此，司機的支付能力和意圖不受重大判斷的影響。
根據ASC 606，該公司確認在適用訂閱期內通過Lyft平台和移動應用程式訪問交通選項而支付的訂閱費收入。當根據ASC 606將控制權轉移給客戶時，該公司還確認自行車、自行車站硬體和軟體銷售的收入。
該公司通過許可和數據訪問協議產生收入。該公司主要負責履行其提供拼車數據和訪問Flexdrive車輛的承諾，並承擔在許可證期內履行風險和提供數據的責任。該公司作為交付數據和訪問許可的委託人，並按毛額列出收入。分配給每項績效義務（數據交付和車輛訪問）的對價是通過分配給每項績效義務的相對公允價值（接近獨立售價）來確定的。收入在交付拼車數據後記錄，並在本季度按比例記錄使用車隊車輛，因為公司在交付每個數據時履行了各自的履行義務。這些收入對公司的綜合收入並不重要。
公司已安排向有興趣接觸公司平台用戶的第三方提供廣告服務。這些安排通常要求公司在固定期限內提供廣告服務，並在合同期內按比例確認收入。這些收入對公司的綜合收入並不重要。
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租金收入（ASC 842）
該公司主要來自Flexdrive及其輕型車輛網絡的租金收入。當已識別資產轉讓給客戶並且客戶有能力根據ASC 842控制該資產時，則為租賃和租賃相關活動確認租金收入。
該公司通過其獨立管理的子公司Flexdrive運營一支租賃車輛車隊，其中包括自有車輛和從第三方租賃公司租賃的車輛。公司將車輛租賃或分包給司機，因此，根據ASC 842，公司認為自己是這些安排中的會計出租人或分包人（如適用）。車隊運營成本包括每月固定租賃付款和其他車輛運營或擁有成本（如適用）。對於分包的車輛，這些交易的分包收入和主租賃費用在簡明綜合財務報表中按毛額確認。租賃車輛的司機將被收取租賃費，公司通過從司機在Lyft平台上的收入中扣除該金額向司機收取租金。
該公司在一些城市擁有並運營其輕型車輛，並在其他城市運營城市擁有的輕型車輛。儘管與城市安排的具體條款有所不同，但公司從城市賺取運營費或與城市分享系統產生的收入。輕型汽車收入計入ASC 842下的一次性遊樂設施。一次性乘坐允許用戶在進入安排時選擇特定的輕型車輛，並為用戶提供在所需安排期限內控制所選輕型車輛的權利。
由於Flexdrive和輕型車輛交易的短期性質，公司將這些租金歸類為經營租賃。輕型車輛乘客支付的一次性乘車費產生的收入在完成每次相關乘車後確認。Flexdrive產生的收入在租賃期內平均確認，租賃期通常為七天或更短。
企業和貿易收件箱
該公司主要通過騎手授權的支付方式收取在Lyft平臺上完成的交易所欠的任何費用。未收取的費用包括在簡明綜合資產負債表上的預付費用和其他流動資產中，代表來自(I)公司企業計劃參與者(“企業用戶”)的應收賬款，其中交易已經完成，企業用戶的欠款已開具發票或未開具賬單；以及(Ii)授權支付方式為信用卡但車費金額尚未與第三方支付處理商結算的乘客。根據《服務承諾》，司機同意公司從代表司機向乘客收取的車費和相關費用中，保留適用的費用，作為他們使用Lyft平臺和進行相關活動的代價。因此，該公司沒有司機的貿易應收賬款。應匯給司機的應收車費部分計入簡明綜合資產負債表的應計負債和其他流動負債。
根據會計準則更新第2016-13號「金融工具-信用損失」，公司為可能永遠無法結算或收取的已完成交易所欠費用記錄信用損失備抵。信用損失撥備反映了公司當前對企業固有的預期信用損失和貿易應收帳款餘額的估計。在確定預期信用損失時，公司考慮其歷史損失經驗、應收帳款餘額的帳齡、當前經濟和業務狀況以及可能影響可收回性的預期未來經濟事件。公司定期根據需要審查其信用損失撥備，並在確定無法收回時核銷金額。
該公司的應收帳款餘額主要包括應收企業用戶和輕型汽車合作夥伴的款項，為美金318.8 億和$315.0 截至2024年9月30日和2023年12月31日，分別為百萬。公司的信用損失備抵為美金12.5 億和$9.8 截至2024年9月30日和2023年12月31日，分別為百萬。
激勵計劃
該公司提供激勵措施來吸引司機、乘客和輕型車輛乘客使用Lyft平台。司機通常會獲得現金激勵，而乘客和輕型車輛乘客通常會在此類激勵計劃下獲得免費或折扣乘車服務。向公司客戶司機和輕型車乘客提供的激勵計入交易價格的減少。由於騎手不是公司的客戶，因此向騎手提供的激勵通常被視為銷售和營銷費用，下文描述的某些定價計劃除外。
司機激勵措施
該公司為司機提供各種激勵計劃，包括最低保證付款、基於量的折扣和基於績效的花紅付款。這些司機激勵措施類似於基於數量的追溯回扣，代表通常在一周內結算的可變對價。公司將交易價格下調
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通過應用最有可能的結果法估計完成績效標準後預計支付的激勵金額。因此，此類司機激勵被記錄為收入減少。如果公司沒有收到明確的商品或服務以換取付款或無法合理估計收到的商品或服務的公允價值，則司機激勵將記錄為收入減少。推薦新司機或乘客的司機激勵計入銷售和營銷費用。記錄為費用的金額是付款金額或所收到福利的既定公允價值中較低的。福利的公允價值是使用就類似服務向第三方支付的金額確定的。
拼車騎手激勵措施
該公司有多個拼車騎手激勵計劃，旨在鼓勵騎手在Lyft平台上的活動。一般來說，騎手激勵計劃如下：
(i)市場範圍內的營銷促銷。 市場範圍內的促銷活動降低了司機就特定市場中所有或幾乎所有遊樂設施向乘客收取的票價。這種類型的激勵有效地降低了司機為該特定市場提供的服務的總體定價以及司機向乘客收取的總票價，從而導致公司賺取的費用較低。因此，公司在記錄相應收入交易之日將此類激勵記錄為收入減少。
(ii)有針對性的營銷促銷。 有針對性的營銷促銷用於向目標騎手群體推廣Lyft平台的使用。例如，該公司為目標乘客群體提供多項折扣遊樂設施（上限為給定遊樂設施數量）的促銷活動，這些遊樂設施僅在有限的時間內有效。該公司認為，為乘客提供優惠並適用於有限數量的遊樂設施的激勵措施類似於營銷優惠券。這些激勵措施與全市場營銷促銷不同，因為它們不會降低司機為特定市場提供的服務的總體定價。促銷期間，未利用激勵措施的乘客將被收取全價。這些激勵措施代表營銷成本。當騎手贖回激勵時，公司確認等於交易價格的收入，激勵成本被記錄為銷售和營銷費用。
(iii)騎手推薦計劃。 根據騎手推薦計劃，當新騎手（裁判）在Lyft平台上完成首次騎行時，推薦騎手（推薦者）將獲得推薦優惠券。公司在激勵者獲得激勵時將激勵記錄為負債，並將相應費用記錄為銷售和營銷費用。推薦優惠券通常在一年內到期。該公司利用其歷史經驗估計破損情況。截至2024年9月30日及2023年12月31日，騎手推薦優惠券責任並不重大。
輕型汽車乘客激勵措施
截至2024年9月30日和2023年9月30日的三個月和九個月內，向輕型汽車乘客提供的激勵措施並不重大。
截至2024年9月30日止的三個月和九個月內，就司機、騎手和輕型車輛騎手激勵計劃而言，公司記錄了美金162.1 億和$571.3 收入分別減少百萬美金和美金112.2 億和$264.0 銷售和營銷費用分別為百萬美金。截至2023年9月30日的三個月和九個月內，與司機、騎手和輕型車輛騎手激勵計劃相關，公司記錄了美金241.2 億和$854.8 收入分別減少百萬美金和美金43.1 億和$90.0 銷售和營銷費用分別為百萬美金。
投資
債務證券
公司對其債務證券投資的會計處理基於證券的法律形式、公司對證券的預期持有期限以及交易的性質。債務證券投資包括商業票據、存款單、公司債券以及美國政府和機構證券。債務證券投資被分類為可供出售並按公允價值記錄。
如果投資的公允價值低於其攤銷成本基準，則公司認為可供出售債務證券將出現損害。如果（i）證券的公允價值低於其攤銷成本並且（ii）公司打算在收回其攤銷成本之前出售或更有可能出售證券，則攤銷成本基準與公司可供出售債務證券的公允價值之間的全部差額在簡明綜合經營報表中確認為損失。如果兩項標準均不滿足，公司評估公允價值下降是否是由於信用損失或其他因素造成的。在進行評估時，公司考慮了證券公允價值低於攤銷成本的程度、第三方評級機構對證券評級的變化，
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以及特定於安全的不利條件等因素。如果公司的評估表明存在信用損失，則根據公司對預期收取的現金流量的最佳估計來衡量信用損失。在對預期收取的現金流量進行估計時，公司考慮與證券的可收回性相關的所有可用信息，包括過去的事件、當前狀況以及合理且有支持性的預測。
信用損失減損通過對資產負債表上債務證券攤銷成本基礎的信用損失撥備調整來確認，並在簡明綜合經營報表中抵消信用損失費用。與信用損失以外的因素相關的減損確認為對證券攤銷成本基礎的調整以及累計其他全面收益（虧損）（扣除稅後）中的抵消金額。截至2024年9月30日，公司未記錄任何信用損失。公司通過特定識別方法確定出售債務證券的已實現損益。
該公司的債務證券投資包括：
(i)現金及現金等值物。 現金等值物包括原到期日為90天或以下且可隨時兌換為已知金額現金的存款單、商業票據和公司債券。
(ii)短期投資。 短期投資包括商業票據、定期存款單和公司債券，期限為十二個月或更短。因此，公司在隨附的簡明綜合資產負債表中將這些投資歸類為易變現資產。
(iii)限制投資。 限制性投資包括商業票據、存款單、公司債券以及美國政府和機構證券的債務證券投資，這些證券根據與保險提供商簽訂的某些合同存放在第三方金融機構的信託帳戶中。
非有價股權證券
公司選擇按成本計量其對非有價股權證券的投資，只有在同一發行人的相同或類似投資發生可觀察交易或出現虧損時才重新計量公允價值。公司定性評估是否存在減損指標。本評估中考慮的因素包括投資對象的財務和流動性狀況、資本資源的獲取和宏觀經濟狀況等。如果存在損害，公司通過使用可用的最佳信息（可能包括現金流預測或其他可用的市場數據）估計投資的公允價值，並在簡明綜合經營報表中確認其公允價值超過投資公允價值的金額的損失。
公平值計量
該公司根據預期退出價格以公允價值計量資產和負債，該價格代表出售資產時將收到的金額或在市場參與者之間的有序交易中轉讓負債所支付的金額。因此，公允價值可能基於市場參與者在為資產或負債定價時使用的假設。關於公允價值計量的權威指南建立了一個一致的框架，用於在經常性或非經常性的基礎上計量公允價值，從而為估值技術中使用的輸入數據分配了一個分層級別。以下是衡量公允價值的輸入數據的分層級別：
1級反映活躍市場中相同資產或負債的報價（未經調整）的可觀察輸入。
2級輸入值反映不活躍市場中相同資產或負債的報價;活躍市場中類似資產或負債的報價;資產或負債的可觀察報價以外的輸入值;或主要源自可觀察市場數據或通過相關性或其他方式得到的輸入值。
3級不可觀察的輸入數據反映了我們自己的假設，納入用於確定公允價值的估值技術中。這些假設必須與合理可用的市場參與者假設一致。
由於付款時間較短，公司應付帳款、應計負債和其他負債的公允價值接近其各自的公允價值。
保險準備金和保險相關應計金額
該公司利用全資專屬保險子公司和第三方保險（可能包括免賠額和自我保險保留金）來保險或再保險費用，包括汽車責任、未保險和保險不足的駕車者、汽車人身損害、第一方傷害保險（包括州法律規定的人身傷害保護）和一般商業責任（最高限額）。記錄的負債反映了已發生但尚未支付的索賠和已發生但尚未報告的索賠的估計成本，以及與處理這些未償索賠付款相關的任何可估計的行政支出。負債由內部精算師通過分析歷史趨勢和索賠經驗的變化每季度確定，包括考慮新信息和損失發展因素的應用、頻率和嚴重性假設以及保險準備金的其他輸入和假設
15
表 內容
以及與保險相關的應計收益。獨立第三方精算師將每年或更頻繁地通過索賠準備金估值評估負債的適當性。
保險索賠可能需要數年時間才能完全解決，由於有限的運營歷史，本公司擁有有限的歷史損失經驗。本公司根據現有資料及行業統計數字作出若干假設，其中虧損發展因素是與保險準備金有關的最重要假設，而頻率及嚴重性假設則是與保險相關應計專案有關的最重要假設，並利用精算模型及技術估計準備金。此外，未來幾年可能會出現對上一年發生的事件的索賠，其比率與以前的精算預測不同。這些因素對保險最終成本的影響很難估計，而且可能是實質性的。例如，破壞性因素可能會扭曲數據、指標和模式，並導致保險成本迅速上升和準備金不足。隨著歷史損失經驗的發展、更多索賠的報告和解決以及法律、法規和經濟環境的演變，該公司繼續定期、持續地審查其保險估計。
租賃
根據ASC 842，公司通過評估安排是否包含已識別資產以及承租人是否有權控制該資產來確定安排是否是或包含合同開始時的租賃。公司在租賃開始時確定其租賃的分類和計量。公司作為出租人簽訂了某些協議，並將協議中的基礎資產出租或分包給客戶。該公司還作為承租人簽訂了某些協議。符合以下條件之一的，公司將租賃歸類為融資租賃（作為承租人）或直接融資或銷售型租賃（均作為出租人）：
•租賃期滿，將標的資產的所有權轉移給承租人；
•租賃授予承租人購買公司合理確定將行使的標的資產的選擇權；
•租賃期限為標的資產剩餘經濟壽命的75%或以上，除非開始日期在標的資產經濟壽命的最後25%以內；
•租賃付款總額的現值等於或超過基礎資產公允價值的90%;或
•標的資產具有如此特殊的性質，預計在租賃期結束時對出租人沒有其他用途。
不符合上述任何標準的租賃計入經營租賃。
出租人
該公司的租賃安排包括根據FlexDrive計劃向司機或租車者計程車輛，以及向一次性乘客出租輕型車輛。由於該等安排屬短期性質，本公司將該等租約分類為營運租約。本公司在其出租人租賃安排中不會將租賃和非租賃部分分開，例如向承租人提供的保險或路邊援助。租賃付款主要是固定的，並在租賃安排發生期間確認為收入。由政府當局評估的稅項或其他費用，如與每項租賃創收交易同時徵收，並由本公司向承租人收取，則不在其租賃安排的考慮範圍內。本公司通過根據需要進行定期維護和維修，以及根據本公司對當前和估計未來市場狀況的持續評估對資產折舊率進行定期審查，來降低其租賃資產的剩餘價值風險。
承租人
該公司的租賃包括支持其運營的房地產以及司機可能使用的Flexdrive車輛在Lyft平台上提供拼車服務。對於期限超過12個月的租賃，公司按期限內租賃付款的現值記錄相關使用權資產和租賃負債。租賃條款可能包括在合理確定公司將行使延長或終止租賃的選擇權。
16
表 內容
公司不會將房地產租賃合同的租賃和非租賃部分分開，但當車輛租賃安排中存在非租賃部分時，公司選擇這樣做。對於某些租賃，公司還採用投資組合法來核算性質相似且合同條款幾乎相同的使用權資產和租賃負債。
該公司的租賃不提供易於確定的隱性費率。因此，公司根據租賃開始時可用的信息估計其增量借款利率以貼現租賃付款。該公司根據公司在類似期限內以抵押為基礎借款而必須支付的利率來確定其增量借款利率，金額相當於類似經濟環境下的租賃付款。
租賃付款可以是固定的，也可以是可變的；然而，公司的租賃負債計算中只包括固定付款。經營租賃計入簡明綜合資產負債表上的經營租賃使用權資產、經營租賃負債-流動及經營租賃負債。本公司經營租賃的租賃成本主要在租賃期內的運營費用內按直線確認。融資租賃計入簡明綜合資產負債表中的物業及設備、淨額、應計及其他流動負債及其他負債。融資租賃資產在簡明綜合經營報表的收入成本中按資產的估計可用年限或租賃期限中較短的較短時間按直線攤銷。融資租賃的利息部分計入簡明綜合經營報表的收入成本，並按租賃期內的實際利息法確認。可變租賃付款主要在產生支付債務的期間的營業費用中確認。
與下文討論的其他長期資產類似，本公司通過將賬面值與資產或資產組預期產生的未來未貼現現金流進行比較來衡量這些資產的可回收性。如果資產的賬面價值不可收回，確認的減值按資產的賬面價值超出其公允價值的金額計量。對於租賃資產，此類情況將包括決定在最低租賃期結束前離開租賃設施或分租，其估計現金流不能完全支付相關租賃的成本。公司承諾決定退出和轉租或停止使用某些設施，以符合公司預期的運營需求，並產生與房地產經營性使用權資產相關的減值費用#美元。2.5 億和$13.0在截至2023年9月30日的三個月和九個月內分別為1.2億美元和1.3億美元。曾經有過沒有在截至2024年9月30日的三個月和九個月內收取此類費用。詳情請參閱簡明綜合財務報表附註12“重組”。
可變利益實體
根據會計準則法典化主題810， 鞏固 （「ASC 810」），公司評估其在實體中的所有權、合同和其他利益，以評估其是否在與其有財務關係的實體中擁有可變權益，如果是，則這些實體是否是可變利益實體（「VIE」）。這些評估很複雜，涉及判斷以及基於現有歷史和前瞻信息等因素的估計和假設的使用。對於實體有資格成為VIE，ASC 810要求公司確定公司是否是VIE的主要受益人，如果是，則將該實體合併到其簡明合併財務報表中。
該公司合併其擁有控制性財務權益的VIE，因此被視為主要受益人。控制性金融利益將具有以下兩個特徵：（a）指導對經濟表現影響最大的VIE活動的權力;（b）吸收VIE損失的義務和獲得對VIE重要利益的權利。公司定期重新評估其在實體中的所有權、合同和其他利益，以確定其與實體的利益或關係的任何變化是否會影響其是否仍然是該實體的主要受益人的確定。該公司已確定其是 一 VIE截至2024年9月30日。
最近的會計聲明
最近採用的會計聲明
2022年6月，FASb發布了會計準則更新（「ASO」）第2022-03號「公允價值計量（主題820）受合同銷售限制的股本證券的公允價值計量」，澄清了主題820，公允價值計量，在衡量股權證券的公允價值時，應遵守禁止出售股權證券的合同限制並對股權證券引入新的披露要求受根據主題820按公允價值計量的合同銷售限制的限制。公司自2024年1月1日起採用該準則，對簡明合併財務報表及相關披露沒有產生重大影響。
最近尚未採用的會計公告
17
表 內容
2023年11月，FASb發布了ASO第2023-07號「分部報告（主題280）：可報告分部披露的改進」，修改和增強了可報告分部的披露要求。具有單一可報告部門的公共實體也需要本標準下的所有披露要求。新標準將在2023年12月15日之後開始的財年以及2024年12月15日之後開始的財年內的中期期間對公司有效。允許提前收養。公司目前正在評估採用該準則對合併財務報表的影響。
2023年12月，FASb發布了ASO第2023-09號「所得稅披露改進」，要求公司提供有關報告實體有效稅率對帳的分類信息以及有關已繳納所得稅的信息。新要求將在2024年12月15日之後開始的財政期內對公共企業實體有效。公司目前正在評估採用該準則對合併財務報表的影響。
2024年3月，美國證券交易委員會通過了美國證券交易委員會第33-11275號新聞稿《加強和規範與氣候有關的投資者披露》的最終規則，其中要求註冊者在註冊聲明和年度報告中提供某些與氣候有關的資訊。由於與財務報表有關，最終規則要求財務報表註腳包括關於與惡劣天氣事件和其他自然條件有關的支出(或資本化成本)金額的某些披露，以及關於惡劣天氣事件和其他自然條件或披露的目標或過渡計劃對財務估計和假設的重大影響的其他披露。它還要求披露與碳抵消和可再生能源信用相關的財務報表金額。2024年4月，美國證券交易委員會發布命令，暫停這些規則，等待對質疑規則有效性的訴訟完成司法審查。這些資訊最早將在公司截至2025年12月31日的年度財務報表中披露。該公司目前正在評估這對其合併財務報表的影響。
 3.    補充財務報表信息
現金等價物和短期投資
下表總結了截至所示日期公司現金等值項目和短期投資的成本或攤銷成本、未實現收益總額、未實現虧損總額和公允價值（單位：千）：
2024年9月30日
成本或
攤銷
成本		未實現估計
公平值
收益損失
無限制餘額(1)
貨幣市場基金$178,967 $— $— $178,967 
貨幣市場存款帳戶296,084 — — 296,084 
存單111,149 299 (141)111,307 
商業票據815,799 1,109 (754)816,154 
公司債券102,812 108 (8)102,912 
美國政府和機構證券270,474 356 (1)270,829 
不受限制現金等值物和短期投資總額1,775,285 1,872 (904)1,776,253 
限制餘額
貨幣市場基金42,957 — — 42,957 
定期存款2,194 — — 2,194 
存單115,921 294 (171)116,044 
商業票據841,855 973 (622)842,206 
公司債券78,107 77 (7)78,177 
美國政府和機構證券385,053 451 (2)385,502 
受限制現金等值物和投資總額1,466,087 1,795 (802)1,467,080 
不受限制和限制現金等值物和投資總額$3,241,372 $3,667 $(1,706)$3,243,333 
_______________
(1)不包括美金150.8 百萬現金，包含在美金中1.9 簡明合併資產負債表上的現金和現金等值項目以及短期投資。

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表 內容
2023年12月31日
成本或
攤銷
成本		未實現估計
公平值
收益損失
無限制餘額(1)
貨幣市場基金$28,351 $— $— $28,351 
貨幣市場存款帳戶117,626 — — 117,626 
存單179,607 200 (4)179,803 
商業票據918,278 584 (331)918,531 
公司債券29,171 6 (5)29,172 
美國政府證券231,926 82 — 232,008 
不受限制現金等值物和短期投資總額1,504,959 872 (340)1,505,491 
限制餘額(2)
貨幣市場基金44,241 — — 44,241 
定期存款3,539 — — 3,539 
存單144,935 175 (1)145,109 
商業票據618,854 366 (146)619,074 
公司債券12,409 3 (1)12,411 
美國政府證券224,635 84 — 224,719 
受限制現金等值物和投資總額1,048,613 628 (148)1,049,093 
不受限制和限制現金等值物和投資總額$2,553,572 $1,500 $(488)$2,554,584 
_______________
(1)不包括美金179.7 百萬現金，包含在美金中1.7 簡明合併資產負債表上的現金和現金等值項目以及短期投資。
(2)不包括美金1.4 百萬受限制現金，包含在美金中1.0 簡明合併資產負債表上有10億美金的受限制現金和現金等值物以及受限制短期投資。
下表概述了現金、現金等值物以及受限制現金和現金等值物與簡明綜合資產負債表的對帳（單位：千）：
2024年9月30日2023年12月31日
現金及現金等價物$770,298 $558,636 
受限制現金和現金等值物270,248 211,786 
受限制現金，包括在預付費用和其他易變現資產中1,364 1,364 
現金、現金等值物以及受限制現金和現金等值物總額$1,041,910 $771,786 
該公司的短期投資包括可供出售債務證券和定期存款。定期存款按成本計算，接近公允價值。
截至所列期間，公司投資組合的剩餘期限不到一年。沒有任何個人證券出現超過12個月的持續未實現損失。
本公司購買由國家認可的統計信用評級機構根據其投資政策進行評級的投資級可交易債務證券。這項政策旨在最大限度地減少公司面臨的信貸損失。截至2024年9月30日，公司可供銷售的債務證券的信用質量保持穩定。截至2024年9月30日，在可供銷售的債務證券上確認的未實現虧損主要與與不確定的經濟前景相關的持續市場波動有關。本公司並不打算出售該等投資，而本公司亦不太可能需要在收回其攤餘成本基準前出售該等投資。本公司不知道有任何具體事件或情況需要本公司改變其對截至2024年9月30日的任何可供銷售的債務證券的季度信用損失評估。隨著新事件的發生和獲得更多資訊，這些估計可能會發生變化，一旦得知，將在精簡綜合財務報表中確認。沒有截至2024年9月30日，公司的可銷售和不可銷售的債務證券確認了信貸損失。
19
表 內容
下表總結了公司處於未實現虧損狀況的可供出售債務證券， 沒有 記錄了信用損失撥備，按主要證券類型匯總（以千計）：
2024年9月30日
估計公平值未實現虧損
存單$27,968 $(312)
公司債券 47,859 (15)
商業票據97,592 (1,376)
美國政府證券9,938 (1)
未實現虧損頭寸的可供出售債務證券總額 $183,357 $(1,704)
應計及其他流動負債
截至所示日期，應計負債和其他流動負債包括以下各項（以千計）：
2024年9月30日2023年12月31日
保險相關應計項目(1)
$721,760 $643,147 
法律和稅務相關應計費用366,786 296,336 
乘車相關應計項目229,717 212,114 
應付保險索賠和相關費用66,137 52,609 
長期債務，流動(2)
40,151 25,798 
其他290,630 278,851 
應計及其他流動負債$1,715,181 $1,508,855 
_______________
(1)有關這些保險相關應計項目的更多信息，請參閱上文注2「重要會計政策摘要」。
(2)代表主要與非循環貸款和主車輛貸款相關的長期債務的當前部分。有關更多信息，請參閱注釋7「債務」。
其他收入（NPS），淨
下表列出了簡明綜合經營報表中報告的其他收入（支出）淨額的主要組成部分（單位：千）：
截至9月30日的三個月，截至9月30日的九個月，
2024202320242023
利息收入$44,247 $36,869 $122,878 $105,429 
出售證券的收益（損失），淨(49)(6)(96)(201)
轉租收入911 1,183 3,027 3,737 
權益法投資收益(1)
— — — 12,926 
外幣兌換收益（損失），淨1,469 (2,484)(1,717)294 
其他，淨(2)
4,363 (1,163)9,849 2,504 
其他收入（費用），淨額$50,941 $34,399 $133,941 $124,689 
_______________
(1)截至2023年6月30日的季度，該公司收購了一家私人控股公司的非流通股權證券。有關此次交易的更多信息，請參閱注釋13「可變利益實體」。
(2)截至2024年9月30日的季度，公司錄得收益美金3.2 其他收入（費用）為百萬美金，與非有價股權證券公允價值變化相關的淨額。截至2024年3月31日的季度，公司錄得虧損收益為美金5.1 其他收入（費用）為百萬美金，與回購2025年票據相關的淨額。有關該交易的更多信息，請參閱注釋7「債務」。
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表 內容
 4.    公平值計量
按經常性公允價值計量的金融資產和負債
下表列出了截至所示日期，公司按公允價值等級內的級別（單位：千）按經常性基準計量的金融資產和負債：
2024年9月30日
1級2級3級總
資產
無限制現金等值物和投資(1)
貨幣市場基金$178,967 $— $— $178,967 
存單— 111,307 — 111,307 
商業票據— 816,154 — 816,154 
公司債券— 102,912 — 102,912 
美國政府和機構證券— 270,829 — 270,829 
不受限制現金等值物和短期投資總額178,967 1,301,202 — 1,480,169 
受限制的現金等值物和投資(2)
貨幣市場基金42,957 — — 42,957 
存單— 116,044 — 116,044 
商業票據— 842,206 — 842,206 
公司債券— 78,177 — 78,177 
美國政府和機構證券— 385,502 — 385,502 
受限制現金等值物和投資總額42,957 1,421,929 — 1,464,886 
金融資產總額$221,924 $2,723,131 $— $2,945,055 
_______________
(1)$150.8 million of cash and $296.1 million of money market deposit accounts are not subject to recurring fair value measurement and therefore excluded from this table. However, these balances are included within the $1.9 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.
(2)$2.2 million of restricted term deposits are not subject to recurring fair value measurement and therefore excluded from this table. However, this balance is included within the $1.5 billion of restricted cash and cash equivalents and restricted short-term investments on the condensed consolidated balance sheets.

December 31, 2023
Level 1Level 2Level 3Total
Assets
Unrestricted cash equivalents and investments(1)
Money market funds$28,351 $— $— $28,351 
Certificates of deposit— 179,803 — 179,803 
Commercial paper— 918,531 — 918,531 
Corporate bonds— 29,172 — 29,172 
U.S. government securities— 232,008 — 232,008 
Total unrestricted cash equivalents and short-term investments28,351 1,359,514 — 1,387,865 
Restricted cash equivalents and investments(2)
Money market funds44,241 — — 44,241 
Certificates of deposit— 145,109 — 145,109 
Commercial paper— 619,074 — 619,074 
Corporate bonds— 12,411 — 12,411 
U.S. government securities— 224,719 — 224,719 
Total restricted cash equivalents and investments44,241 1,001,313 — 1,045,554 
Total financial assets$72,592 $2,360,827 $— $2,433,419 
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_______________
(1)$179.7 million of cash, $117.6 million of money market deposit accounts and $3.5 million of term deposits are not subject to recurring fair value measurement and therefore excluded from this table. However, these balances are included within the $1.7 billion of cash and cash equivalents and short-term investments on the condensed consolidated balance sheets.
(2)$1.4 million of restricted cash is not subject to recurring fair value measurement and therefore excluded from this table. However, this balance is included within the $1.0 billion of restricted cash and cash equivalents and restricted short-term investments on the condensed consolidated balance sheets.
During the nine months ended September 30, 2024, the Company did not make any transfers between the levels of the fair value hierarchy.
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values and the carrying value of these non-marketable equity securities are remeasured to fair value based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statements of operations.
There were $9.1 million and $5.9 million of financial instruments measured at fair value on a non-recurring basis within other investments on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.
 5.    Leases
Real Estate Operating Leases
The Company leases real estate property at approximately 66 locations as of September 30, 2024. These leases are classified as operating leases. As of September 30, 2024, the remaining lease terms vary from approximately two months to six years. For certain leases the Company has options to extend the lease term for periods varying from one month to ten years. These renewal options are not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such options. For leases with an initial term of 12 months or longer, the Company has recorded a right-of-use asset and lease liability representing the fixed component of the lease payment. Any fixed payments related to non-lease components, such as common area maintenance or other services provided by the landlord, are accounted for as a component of the lease payment and therefore, a part of the total lease cost.
Flexdrive Program
The Company operates a fleet of rental vehicles through its independently managed subsidiary, a portion of which are leased from third-party vehicle leasing companies. These leases are classified as finance leases and are included in property and equipment, net on the condensed consolidated balance sheets. As of September 30, 2024, the remaining lease terms vary between three months to four years. These leases generally do not contain any non-lease components and, as such, all payments due under these arrangements are allocated to the respective lease component.
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Lease Position as of September 30, 2024
The table below presents the lease-related assets and liabilities recorded on the condensed consolidated balance sheets (in thousands, except for remaining lease terms and percentages):
2024年9月30日2023年12月31日
經營租賃
資產
經營租賃使用權資產
$83,866$98,202
負債
經營租賃負債，流動$41,752$42,556
經營租賃負債，非流動103,779134,102
經營租賃負債總額$145,531$176,658
融資租賃
資產
融資租賃使用權資產(1)
$86,353$80,933
負債
融資租賃負債，流動(2)
31,59525,193
融資租賃負債，非流動(3)
60,41961,321
融資租賃負債總額$92,014$86,514
加權平均剩餘租期（年）
經營租賃4.14.5
融資租賃2.83.4
加權平均折扣率
經營租賃6.8 %6.7 %
融資租賃6.5 %6.7 %
_______________
(1)This balance is included within property and equipment, net on the condensed consolidated balance sheets and is primarily related to Flexdrive.
(2)This balance is included within other current liabilities on the condensed consolidated balance sheets and is primarily related to Flexdrive.
(3)This balance is included within other liabilities on the condensed consolidated balance sheets and is primarily related to Flexdrive.
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Lease Costs
The table below presents certain information related to the costs for operating leases and finance leases for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2024202320242023
Operating Leases
Operating lease cost$9,451 $9,587 $28,936 $31,076 
Finance Leases
Amortization of right-of-use assets8,087 5,395 21,290 14,017 
Interest on lease liabilities1,503 1,082 4,365 2,143 
Other Lease Costs
Short-term lease cost778 920 2,648 2,866 
Variable lease cost (1)
2,332 2,575 7,502 7,665 
Total lease cost$22,151 $19,559 $64,741 $57,767 
_______________
(1)Consists primarily of common area maintenance and taxes and utilities for real estate leases.
Sublease income was $0.9 million and $3.0 million for the three and nine months ended September 30, 2024, respectively, and $1.2 million and $3.7 million for the three and nine months ended September 30, 2023, respectively. Sublease income is included within other income, net on the condensed consolidated statement of operations. The related lease expense for these leases is included within operating expenses on the condensed consolidated statement of operations.
The table below presents certain supplemental information related to the cash flows for operating and finance leases recorded on the condensed consolidated statements of cash flows (in thousands):
Nine Months Ended September 30,
20242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$45,647 $44,579 
Operating cash flows from finance leases3,997 2,284 
Financing cash flows from finance leases35,403 35,935 
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Undiscounted Cash Flows
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the condensed consolidated balance sheet as of September 30, 2024 (in thousands):
Operating LeasesFinance LeasesTotal Leases
Remainder of 2024$8,710 $9,403 $18,113 
202550,121 35,720 85,841 
202635,149 32,112 67,261 
202729,948 14,627 44,575 
202819,900 10,010 29,910 
Thereafter23,744 — 23,744 
Total minimum lease payments167,572 101,872 269,444 
Less: amount of lease payments representing interest(22,041)(9,858)(31,899)
Present value of future lease payments145,531 92,014 237,545 
Less: current obligations under leases(41,752)(31,595)(73,347)
Long-term lease obligations$103,779 $60,419 $164,198 
Future lease payments receivable in car rental transactions under the Flexdrive program are not material since the lease term is less than a month.
 6.    Commitments and Contingencies
Noncancellable Purchase Commitments
In March 2018, the Company entered into a noncancellable arrangement with Amazon Web Services (“AWS”), a web-hosting services provider, under which the Company had an obligation to purchase a minimum amount of services from this vendor through June 2021. The parties modified the aggregate commitment amounts and timing in January 2019, May 2020 and February 2022. Under the most recent amended arrangement, the Company committed to spend an aggregate of at least $350 million between February 2022 and January 2026, with a minimum amount of $80 million in each of the four contractual periods, on services with AWS. As of September 30, 2024, the Company has made payments of $321.6 million under the amended arrangement.
In May 2019, the Company entered into a noncancellable arrangement with the City of Chicago, with respect to the Divvy bike share program, under which the Company has an obligation to pay approximately $7.5 million per year to the City of Chicago through January 2028 and to spend a minimum of $50 million on capital equipment for the bike share program through January 2028. The parties modified the commitment amounts and timing in April 2023 to reduce the Company's total payment obligation by $12 million and to supply a maximum of $12 million on capital equipment for the bike share program through 2024. As of September 30, 2024, the Company has made payments totaling $33.6 million as well as capital equipment investments totaling $60.5 million under the arrangements.
Letters of Credit
The Company maintains certain stand-by letters of credit from third-party financial institutions in the ordinary course of business to guarantee certain performance obligations related to leases, insurance policies and other various contractual arrangements. None of the outstanding letters of credit are collateralized by cash. As of September 30, 2024 and December 31, 2023, the Company had letters of credit outstanding of $73.0 million and $60.2 million, respectively.
Indemnification
The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including certain business partners, investors, contractors, parties to certain acquisition or divestiture transactions and the Company’s officers, directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party’s claims and related losses suffered or incurred by the indemnified party resulting from actual or threatened third-party claims because of the Company’s activities or, in some cases, non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded on the condensed consolidated statements of operations in connection with the indemnification provisions have not been material.
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Legal Proceedings
The Company is currently involved in, and may in the future be involved in, legal proceedings, claims, and regulatory and governmental inquiries and investigations in the ordinary course of business, including suits by drivers, riders, renters, third parties and governmental entities (individually or as class actions) alleging, among other things, various wage and expense related claims, violations of state or federal laws, improper disclosure of the Company’s fees, rules or policies, that such fees, rules or policies violate applicable law, or that the Company has not acted in conformity with such fees, rules or policies, as well as proceedings related to product liability, antitrust, its acquisitions, securities issuances, business practices, or public disclosures about the Company or the Company's business. In addition, the Company has been, and is currently, named as a defendant in a number of litigation matters related to allegations of accidents or other trust and safety incidents involving drivers or riders using the Lyft Platform.
The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. For certain matters for which a material loss is reasonably possible, an estimate of the amount of loss or range of losses is not possible nor is the Company able to estimate the loss or range of losses that could potentially result from the application of nonmonetary remedies. For matters where the Company has recorded a probable and estimable loss, until the final resolution of the matter, there may be exposure to a material loss in excess of the amount recorded.
Independent Contractor Classification Matters
With regard to independent contractor classification of drivers on the Lyft Platform, the Company is regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations and other legal and regulatory proceedings at the federal, state and municipal levels challenging the classification of these drivers as independent contractors, and claims that, by the alleged misclassification, the Company has violated various labor and other laws that would apply to driver employees. Laws and regulations that govern the status and classification of independent contractors are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for the Company.
For example, California Assembly Bill 5 (now codified in part at Cal. Labor Code sec. 2775) codified and extended an employment classification test set forth by the California Supreme Court that established a new standard for determining employee or independent contractor status. The passage of this bill led to additional challenges to the independent contractor classification of drivers using the Lyft Platform. For example, on May 5, 2020, the California Attorney General and the City Attorneys of Los Angeles, San Diego and San Francisco filed a lawsuit against the Company and Uber for allegedly misclassifying drivers on the companies’ respective platforms as independent contractors in violation of Assembly Bill 5 and California’s Unfair Competition Law, and on August 5, 2020, the California Labor Commissioner filed lawsuits against the Company and Uber for allegedly misclassifying drivers on the companies’ respective platforms as independent contractors, seeking injunctive relief and material damages and penalties. On August 10, 2020, the court granted a motion for a preliminary injunction, forcing the Company and Uber to reclassify drivers in California as employees until the end of the lawsuit. Subsequently, voters in California approved Proposition 22, a state ballot initiative that provided a framework for drivers utilizing platforms like Lyft to maintain their status as independent contractors under California law. Proposition 22 went into effect on December 16, 2020. On April 20, 2021, the court granted the parties’ joint request to dissolve the preliminary injunction in light of the passage of Proposition 22. On May 5, 2021, the California Labor Commissioner filed a petition to coordinate its lawsuit with the Attorney General lawsuit and three other cases against the Company and Uber. The coordination petition was granted and the coordinated cases have been assigned to a judge in San Francisco Superior Court. On December 19, 2022, the California Attorney General’s and California Labor Commissioner’s cases were stayed in San Francisco Superior Court pending the appeal of a Superior Court order denying Lyft’s and Uber’s motions to compel arbitration. On September 28, 2023, the California Court of Appeal issued a decision upholding the trial court’s order denying Lyft’s and Uber’s motions to compel arbitration. On November 7, 2023, the Company filed a petition requesting that the California Supreme Court review the Court of Appeal’s decision; the petition was denied on January 17, 2024, and the case was remitted to San Francisco Superior Court on January 29, 2024. The stay was lifted by the trial court on July 2, 2024, and the parties are exploring mediation. On October 7, 2024, the U.S. Supreme Court denied the Company's petition for writ of certiorari.
On January 12, 2021, a group of petitioners led by labor union SEIU filed a separate lawsuit in the California Supreme Court against the State of California alleging that Proposition 22 is unconstitutional under the California Constitution. The California Supreme Court denied review on February 3, 2021. SEIU then filed a similar lawsuit in Alameda County Superior Court on February 11, 2021. Protect App-Based Drivers & Services (PADS) — the coalition that established and operated the official ballot measure committee that successfully advocated for the passage of Proposition 22 — intervened in the Alameda lawsuit. On August 20, 2021, after a merits hearing, the Alameda Superior Court issued an order finding that Proposition 22 is unenforceable. Both the California Attorney General and PADS filed appeals to the California Court of Appeal. On March 13, 2023, the California Court of Appeal upheld Proposition 22 as constitutional, while severing two provisions that relate to future amendments of Proposition 22. On April 21, 2023, SEIU filed a petition for review to the California Supreme Court. On June 28, 2023, the California Supreme Court granted SEIU’s petition for review and briefing was completed on June 3, 2024. The California Supreme Court held oral argument on May 21, 2024 and ordered the matter submitted for decision on June 3, 2024.
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On July 25, 2024, the California Supreme Court affirmed the decision of the Court of Appeal and unanimously upheld Proposition 22 as constitutional.
Certain adverse outcomes of such actions would have a material impact on the Company’s business, financial condition and results of operations, including damages, penalties and potential suspension of operations in impacted jurisdictions, including California. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated. Such regulatory scrutiny or action may create different or conflicting obligations from one jurisdiction to another.
Separately, on July 14, 2020, the Massachusetts Attorney General filed a lawsuit against the Company and Uber for allegedly misclassifying drivers as independent contractors under Massachusetts law, and seeking declaratory and injunctive relief. Trial took place from May 13, 2024 to June 3, 2024. On June 27, 2024, the parties reached a resolution to dismiss the litigation with prejudice and Massachusetts drivers have begun receiving new benefits and maintained their flexibility as independent contractors. The amount accrued for these matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2024.
The Company is currently involved in a number of putative class actions, thousands of individual claims, including those brought in arbitration or compelled pursuant to the Company's Terms of Service to arbitration, matters brought, in whole or in part, as representative actions under California’s Private Attorneys General Act, Labor Code Section 2698, et seq., alleging that the Company misclassified drivers as independent contractors and other matters challenging the classification of drivers on the Company’s platform as independent contractors. The Company is also defending against allegations that the Company has failed to properly classify drivers and provide those drivers with sick leave and related benefits during the COVID-19 pandemic. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.
The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. However, results of litigation, arbitration and regulatory actions are inherently unpredictable and legal proceedings related to these driver claims, individually or in the aggregate, could have a material impact on the Company’s business, financial condition and results of operations. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on the Company because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors.
Unemployment Insurance Assessment
The Company is involved in administrative audits with various state employment agencies, including audits related to driver classification, in California, Oregon, Wisconsin, Illinois, New York, Pennsylvania and New Jersey. The Company believes that drivers are properly classified as independent contractors and plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits are still uncertain. The Company accrues for liabilities that may result from assessments by, or any negotiated agreements with, these employment agencies when a loss is probable and reasonably estimable, and the expense is recorded to general and administrative expenses.
In 2018, the New Jersey Department of Labor & Workforce Development (“NJDOL”) opened an audit reviewing whether drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through March 31, 2018. The NJDOL issued an assessment on June 4, 2019 and subsequently issued an updated assessment on March 31, 2021. On August 2, 2024, the NJDOL issued a revised assessment, which is based upon a different methodology. The assessment was calculated through April 30, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2017. The Company filed a petition to challenge the assessment, and is awaiting a hearing. The Company has also submitted payment for the principal revised amount of the assessment to stop interest from accruing on this amount. While the ultimate resolution of this matter is uncertain, the Company recorded an accrual for this matter reflected within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2024.
In 2021, the New York State Department of Labor (“NYSDOL”) opened an audit reviewing whether drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply for 2019. The NYSDOL subsequently extended the audit back to 2016. On December 22, 2022, the Company received an assessment for the 2016 to 2019 time period and on December 27, 2023, the Company received a revised assessment covering 2016 to 2020. The Company has appealed these assessments. While the ultimate resolution of this matter is uncertain, the Company recorded an accrual for this matter reflected within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2024.
In June 2022, the California Employment Development Department ("EDD") opened an audit reviewing whether drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2018 to 2020. The EDD issued an assessment on June 9, 2023 and subsequently issued an updated assessment on
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June 27, 2023. The Company filed a petition to challenge the assessment. While the ultimate resolution of this matter is uncertain, the Company recorded an accrual for this matter reflected within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2024.
Indirect Taxes
The Company is under audit by various domestic tax authorities with regard to indirect tax matters. The subject matter of indirect tax audits primarily arises from disputes on tax treatment and tax rates applied to the sale of the Company’s services in these jurisdictions. The Company accrues indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable and the expense is recorded to general and administrative expenses.
Patent Litigation
The Company is currently involved in legal proceedings related to alleged infringement of patents and other intellectual property and, in the ordinary course of business, the Company receives correspondence from other purported holders of patents and other intellectual property offering to sell or license such property and/or asserting infringement of such property. The Company disputes any allegation of wrongdoing and intends to defend itself vigorously in these matters. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.
Other Class Actions and Consumer Matters
From time to time, the Company becomes involved in putative class actions, investigations, and other matters alleging violations of consumer protection, civil rights, and other laws; antitrust and unfair competition laws such as California’s Cartwright Act, Unfair Practices Act and Unfair Competition Law; and the Americans with Disabilities Act, or the ADA, among others. In July 2024, the Company went to trial in federal court in New York to defend against a class action alleging ADA and New York law violations with respect to the Company's wheelchair accessible vehicle ("WAV") offerings, seeking injunctive and other relief, in Lowell v. Lyft, Inc. On September 30, 2024, the district court ruled that plaintiffs failed to sustain their burden of proof that the modifications they proposed at trial would result in nationwide WAV service. The district court dismissed the suit and entered judgment in favor of the Company. The plaintiffs filed a notice of appeal on October 29, 2024. The Company disputes any allegations of wrongdoing and intends to continue to defend itself vigorously in these matters. The Company’s chances of success on the merits are still uncertain and any possible loss or range of loss cannot be reasonably estimated.
The Federal Trade Commission (“FTC”) alleged violations of Section 5 of the FTC Act in connection with certain advertising claims to drivers. The Company reached a settlement with the government to resolve this matter, which was approved by a court on November 1, 2024.
Personal Injury and Other Safety Matters
In the ordinary course of the Company’s business, various parties have from time to time claimed, and may claim in the future, that the Company is liable for damages related to accidents or other incidents involving drivers, riders or renters using or who have used services offered on the Lyft Platform, as well as from third parties. The Company is currently named as a defendant in a number of matters related to accidents or other incidents involving drivers, riders, renters and third parties. The Company believes it has meritorious defenses, disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters. There is no pending or threatened claim that has arisen from these accidents or incidents that individually, in the Company’s opinion, is likely to have a material impact on its business, financial condition or results of operations; however, results of litigation and claims are inherently unpredictable and legal proceedings related to such accidents or incidents, in the aggregate, could have a material impact on the Company’s business, financial condition and results of operations. For example, on January 17, 2020, the Superior Court of California, County of Los Angeles, granted the petition of multiple plaintiffs to coordinate their claims relating to alleged sexual assault or harassment by drivers on the Lyft Platform, and a Judicial Council Coordinated Proceeding has been created before the Superior Court of California, County of San Francisco, where the claims of multiple plaintiffs are currently pending. Regardless of the outcome of these or other matters, litigation can have an adverse impact on the Company because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors. Although the Company intends to vigorously defend against these lawsuits, its chances of success on the merits are still uncertain as these matters are at various stages of litigation and present a wide range of potential outcomes. The Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable.
Securities Litigation
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Beginning in April 2019, multiple putative class actions and derivative actions were filed in state and federal courts against the Company, its directors, certain of its officers, and certain of the underwriters named in the registration statement relating to the Company’s initial public offering (“IPO”) alleging violation of securities laws, breach of fiduciary duties, and other causes of action in connection with the IPO. All of these matters are now resolved except for the derivative actions, which were consolidated into one action in federal court in California. A proposed settlement was filed in the derivative action on July 23, 2024, and the court granted preliminary approval on October 16, 2024. A hearing on final settlement approval is set for February 6, 2025.
On February 13, 2024, the Company published a press release announcing our financial results for the fourth quarter and fiscal year 2023 that was furnished with our Current Report on Form 8-K filed that same day. The press release contained a clerical error relating to the Company's forward-looking, non-GAAP directional commentary for fiscal year 2024 (the “Clerical Error”). The Clerical Error was promptly corrected on the Company's earnings call and in an updated press release, and the Company filed an amended 8-K. Shortly after, the U.S. Securities and Exchange Commission ("SEC") requested information relating to the Clerical Error. The Company cooperated and responded voluntarily to the requests. On September 5, 2024, the SEC informed the Company that it had concluded its investigation and did not intend to recommend an enforcement action against the Company.
On March 5, 2024, a putative class action, captioned Chen v. Lyft, Inc., et al., Case No.: 3:24-cv-1330, was filed against the Company, our principal executive officer, and principal financial officer, in the United States District Court for the Northern District of California. The putative class action alleges violations of the federal securities laws relating to the Clerical Error. On September 13, 2024, the Company filed a motion to dismiss the complaint, which remains pending before the court.
Although the Company believes the consolidated derivative action and putative class action are without merit and intends to vigorously defend against them, its chances of success on the merits are still uncertain and these matters present a wide range of potential outcomes. The Company accrues for losses that may result from these matters when a loss is probable and reasonably estimable and such accruals are recorded within accrued and other current liabilities on the condensed consolidated balance sheets.
 7.    Debt
Outstanding debt obligations as of September 30, 2024 were as follows (in thousands):
Maturities
Interest Rates as of September 30, 2024
September 30, 2024December 31, 2023
Convertible senior notes due 2025 (the "2025 Notes")
May 20251.50%$389,773 $743,486 
Convertible senior notes due 2029 (the "2029 Notes")
March 2029
0.625%449,489 — 
Non-revolving Loan2026
7.61%
729 3,115 
Master Vehicle Loan2024 - 2027
3.35% - 7.10%
164,408 118,559 
Total long-term debt, including current maturities$1,004,399 $865,160 
Less: Convertible senior notes, current (1)
389,773 — 
Less: Long-term debt, current (2)
40,151 25,798 
Total long-term debt$574,475 $839,362 
_______________
(1)This balance is included within convertible senior notes, current on the condensed consolidated balance sheets.
(2)This balance is included within accrued and other current liabilities on the condensed consolidated balance sheets and is primarily related to vehicles.
The following table sets forth the primary components of interest expense as reported on the condensed consolidated statements of operations (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Contractual interest expense related to the 2025 Notes and 2029 Notes$2,200 $2,803 $6,997 $8,409 
Amortization of debt discount and issuance costs related to the 2025 Notes and 2029 Notes989 908 2,744 2,598 
Vehicle loans and other interest expense4,173 2,498 12,521 6,786 
Interest expense$7,362 $6,209 $22,262 $17,793 
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Convertible Senior Notes due 2025
In May 2020, the Company issued $747.5 million aggregate principal amount of 1.50% convertible senior notes due 2025 (the "2025 Notes") pursuant to an indenture, dated May 15, 2020 (the “2025 Note Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
The 2025 Notes mature on May 15, 2025, unless earlier converted, redeemed or repurchased. The 2025 Notes are senior unsecured obligations of the Company with interest payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020, at a rate of 1.50% per year. The net proceeds from this offering were approximately $733.2 million, after deducting the initial purchasers’ discounts and commissions and debt issuance costs.
The initial conversion rate for the 2025 Notes is 26.0491 shares of the Company's Class A common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $38.39 per share of the Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the 2025 Note Indenture.
The 2025 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding February 15, 2025, only under the following circumstances:
•during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2025 Note Indenture) per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on each such trading day;
•if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events.
On or after February 15, 2025, the 2025 Notes will be convertible at the option of the holder until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Company's Class A common stock or a combination of cash and shares of the Company's Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2025 Note Indenture.
Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2025 Note Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2025 Note Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a repurchase price equal to 100% of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date.
In February 2024, the Company, through privately negotiated agreements in connection with the issuance of the 2029 Notes (as defined below), repurchased approximately $356.8 million in aggregate principal amount of 2025 Notes for an aggregate repurchase price of approximately $350.0 million. The Company recognized this repurchase as an extinguishment of debt and recorded a gain on extinguishment of $5.1 million in other income (expense), net on the condensed consolidated statement of operations.
Debt issuance costs related to the 2025 Notes totaled $14.3 million at inception and were comprised of discounts and commissions payable to the initial purchasers and third-party offering costs and will be amortized to interest expense using the effective interest method over the contractual term. As of September 30, 2024, the unamortized debt discount and debt issuance cost of the 2025 Notes was $0.9 million on the condensed consolidated balance sheets. The effective interest rate during the quarter ended September 30, 2024 was 1.9%.
During the quarter ended September 30, 2024, the 2025 Notes did not meet any of the circumstances that would allow for a conversion.
Based on the last reported sale price of the Company's Class A common stock on September 30, 2024, the if-converted value of the 2025 Notes was $129.8 million, which would not exceed the outstanding principal amount.
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Convertible Senior Notes due 2029
In February 2024, the Company issued $460.0 million aggregate principal amount of 0.625% convertible senior notes due 2029 (the "2029 Notes" together with the 2025 Notes, the "Notes") pursuant to an indenture, dated February 27, 2024 (the “2029 Notes Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee.
The 2029 Notes mature on March 1, 2029, unless earlier converted, redeemed or repurchased. The 2029 Notes are senior unsecured obligations of the Company with interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024, at a rate of 0.625% per year. The net proceeds from this offering were approximately $448.2 million, after deducting the initial purchasers’ discounts and commissions and debt issuance costs. The 2029 Notes were not issued at a substantial premium, therefore, the Company did not recognize an equity component at issuance.
The initial conversion rate for the 2029 Notes is 47.4366 shares of the Company’s Class A common stock per $1,000 principal amount of 2029 Notes, which is equivalent to an initial conversion price of approximately $21.08 per share of the Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the 2029 Notes Indenture.
The 2029 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 1, 2028 only under the following circumstances:
•during any fiscal quarter commencing after the fiscal quarter ending June 30, 2024 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
•during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2029 Notes Indenture) per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day;
•if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events.
On or after December 1, 2028, the 2029 Notes will be convertible at the option of the holder until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will satisfy its conversion obligation by paying cash up to the aggregate principal amount of the 2029 Notes to be converted and by paying and/or delivering, as the case may be, cash, shares of the Company’s Class A common stock or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2029 Notes Indenture.
Holders of the 2029 Notes who convert their 2029 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2029 Notes Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally in the event of a corporate event constituting a fundamental change (as defined in the 2029 Notes Indenture), holders of the 2029 Notes may require the Company to repurchase all or a portion of their 2029 Notes at a repurchase price equal to 100% of the principal amount of the 2029 Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date.
Debt issuance costs related to the 2029 Notes totaled $11.8 million at inception and were comprised of discounts and commissions payable to the initial purchasers and third-party offering costs and will be amortized to interest expense using the effective interest method over the contractual term. As of September 30, 2024, the unamortized debt discount and debt issuance cost of the 2029 Notes was $10.5 million on the condensed consolidated balance sheets. The effective interest rate during the quarter ended September 30, 2024 was 1.16%.
During the quarter ended September 30, 2024, the 2029 Notes did not meet any of the circumstances that would allow for a conversion.
Based on the last reported sale price of the Company’s Class A common stock on September 30, 2024, the if-converted value of the 2029 Notes was $278.2 million, which would not exceed the outstanding principal amount.
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The net carrying amounts of the Notes were as follows (in thousands):
September 30, 2024December 31, 2023
2025 Notes
Principal$390,719 $747,498 
Unamortized debt discount and debt issuance costs(946)(4,012)
Net carrying amount of liability component$389,773 $743,486 
2029 Notes
Principal$460,000 $— 
Unamortized debt discount and debt issuance costs(10,511)— 
Net carrying amount of liability component$449,489 $— 
As of September 30, 2024, the total estimated fair values (which represents a Level 2 valuation) of the 2025 Notes and the 2029 Notes were approximately $381.4 million and $445.2 million, respectively. The estimated fair value of the Notes were determined based on a market approach which was determined based on the actual bids and offers of the Notes in an over-the-counter market on the last trading day of the period.
The Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company.
Capped Calls
In connection with the issuance of the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “2025 Capped Calls”) with certain of the initial purchasers or their respective affiliates at a cost of approximately $132.7 million. The 2025 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the 2025 Notes sold in the offering. By entering into the 2025 Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the 2025 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2025 Notes the trading price of the Company's Class A common stock price exceeds the conversion price of the 2025 Notes. The cap price of the 2025 Capped Calls is initially $73.83 per share and is subject to certain adjustments under the terms of the 2025 Capped Calls.
In connection with the issuance of the 2029 Notes, the Company entered into privately negotiated capped call transactions (the “2029 Capped Calls” and together with the 2025 Capped Calls, the “Capped Calls”) with certain financial institutions at a cost of approximately $47.9 million. The 2029 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the 2029 Notes sold in the offering. By entering into the 2029 Capped Calls, the Company expects to reduce the potential dilution to its Class A common stock (or, in the event a conversion of the 2029 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2029 Notes the trading price of the Company’s Class A common stock price exceeds the conversion price of the 2029 Notes. The cap price of the 2029 Capped Calls is initially $31.82 per share and is subject to certain adjustments under the terms of the 2029 Capped Calls.
The 2025 Capped Calls and the 2029 Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within shareholders’ equity.
Non-revolving Loan
Following the acquisition of Flexdrive by the Company on February 7, 2020, Flexdrive remained responsible for its obligations under a Loan and Security Agreement dated March 11, 2019, as amended (the “Non-revolving Loan”) with a third-party lender. On September 12, 2024, the Non-revolving Loan was amended, extending the Company's ability to draw through September 30, 2025. As amended to date, the Non-revolving Loan provides for a borrowing capacity of $50.0 million, though Flexdrive may request an extension of credit in the form of advances up to a maximum principal amount of $130 million to purchase new Hyundai and Kia vehicles, or for other purposes, subject to approval by the lender. Advances paid or prepaid under the Non-revolving Loan may not be reborrowed. Repayment terms for each advance include equal monthly installments sufficient to fully amortize the advances over the term, with an option for the final installment to be greater than the others. The repayment term for each advance ranges from 24 months to 48 months. Interest is payable monthly in arrears at a fixed interest rate equal to the two-year U.S. Treasury note yield plus a spread of 3.4% for a 24-month term, the three-year U.S. Treasury note yield plus a spread of 3.4% for a 36 month term, and the average of the three and five-year U.S. Treasury note yields plus a spread of 3.4% for a 48 month term. The Non-revolving Loan is secured by all vehicles financed under the Non-revolving
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Loan. As of September 30, 2024, $5.2 million had been drawn under the Non-revolving Loan and $44.8 million is remaining under the facility.
The Non-revolving Loan also contains customary affirmative and negative covenants that, among other things, limit Flexdrive’s ability to enter into certain acquisitions or consolidations or engage in certain asset dispositions. Upon the occurrence of certain events of default, including bankruptcy and insolvency events with respect to Flexdrive or the Company, all amounts due under the Non-revolving Loan may become immediately due and payable, among other remedies. As of September 30, 2024, the Company was in compliance with all covenants related to the Non-revolving Loan in all material aspects. Further, the Company continued to guarantee the payments of Flexdrive for any amounts borrowed.
Master Vehicle Loan
Following the acquisition of Flexdrive by the Company on February 7, 2020, Flexdrive remained responsible for its obligations under a Master Vehicle Acquisition Financing and Security Agreement, dated February 7, 2020 as amended (the “Master Vehicle Loan”) with a third-party lender. Pursuant to the term of the Master Vehicle Loan, Flexdrive may request loans up to a maximum principal amount of $50 million to purchase vehicles and additional capacity may be requested. Repayment terms for each loan include equal monthly installments sufficient to amortize the loan over the term, with an option for the final installment to be greater than the others and is typically equal to the residual value guarantee the Company provides to the lender. The repayment term for each loan ranges from 12 months to 48 months. Interest is payable monthly in advance at a fixed interest rate equal to the three-year swap rate plus a spread of 2.10% on the date of the loan. Principal amounts outstanding related to the Master Vehicle Loan may be fully or partially prepaid at the option of Flexdrive and must be prepaid under certain circumstances. However, if a loan is terminated for any reason prior to the last day of the minimum loan term Flexdrive will be obligated to pay to the lender, an early termination fee in an amount which is equal to the interest which would otherwise be payable by Flexdrive to the lender for the remainder of the minimum loan term for that loan. The Master Vehicle Loan is secured by all vehicles financed under the Master Vehicle Loan as well as certain amounts held in escrow for the benefit of the lender. Amounts held in escrow are recorded as restricted cash on the condensed consolidated balance sheets.
The Master Vehicle Loan contains customary affirmative and negative covenants that, among other things, limit Flexdrive’s ability to enter into certain acquisitions or consolidations or engage in certain asset dispositions. Upon the occurrence of certain events of default, including bankruptcy and insolvency events with respect to Flexdrive or the Company, all amounts due under the Master Vehicle Loan may become immediately due and payable, among other remedies. As of September 30, 2024, Flexdrive was in compliance with all covenants related to the Master Vehicle Loan in all material respects. Further, the Company continued to guarantee the payments of Flexdrive for any amounts borrowed following the acquisition.
The fair values of the Non-revolving Loan and Master Vehicle Loan were $0.7 million and $167.0 million, respectively, as of September 30, 2024 and were determined based on quoted prices in markets that are not active, which are considered a Level 2 valuation input. As of September 30, 2024, the Company made repayments of $61.8 million on these loans.
Maturities of long-term debt outstanding, including current maturities, as of September 30, 2024 were as follows (in thousands):    
Remainder of 2024$8,134 
2025430,328 
202667,609 
202748,839 
2028— 
Thereafter449,489 
Total long-term debt outstanding$1,004,399 
Vehicle Procurement Agreement
Following the acquisition of Flexdrive by the Company on February 7, 2020, Flexdrive remained responsible for its obligations under a Vehicle Procurement Agreement (“VPA”), as amended, with a third-party (the “Procurement Provider”). Procurement services under the VPA include purchasing and upfitting certain motor vehicles as specified by Flexdrive, interim financing, providing certain fleet management services, including without limitation vehicle titling, registration and tracking services on behalf of Flexdrive. Pursuant to the terms of the VPA, Flexdrive will make the applicable payments to the Procurement Provider for the procurement services either directly or through an advance made by the Master Vehicle Loan or the Non-revolving Loan. Interest on interim financing under the VPA is based on the prime rate.
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The Procurement Provider has a security interest in vehicles purchased until the full specified payment has been indefeasibly paid. The VPA contains customary affirmative and negative covenants restricting certain activities by Flexdrive. As of September 30, 2024, the Company was in compliance with all covenants of the VPA. As of September 30, 2024, the outstanding borrowings from the interim financing under the VPA was $16.4 million which is included within accrued and other current liabilities on the condensed consolidated balance sheets.
On March 11, 2019, the Procurement Provider entered into a $95.0 million revolving credit facility with a third-party lender to finance the acquisition of motor vehicles on behalf of Flexdrive under the VPA. On September 17, 2020, the revolving credit facility was amended, extending the stated maturity date to December 31, 2021 and reducing the borrowing capacity to $50.0 million. On March 11, 2019, Flexdrive entered into a Limited Non-Recourse Secured Continuing Guaranty and Subordination Agreement with the third-party lender to guarantee the Procurement Provider’s performance for any amount borrowed under the revolving credit facility. As of September 30, 2024, there was a $3.0 million exposure to loss under the terms of the guarantee.
Revolving Credit Facility & Other Financings
On November 3, 2022, Lyft, Inc. entered into a revolving credit agreement (the “Revolving Credit Agreement”) by and among the Company, as the borrower, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto from time to time. The Company amended the Revolving Credit Agreement on December 12, 2023, and on February 21, 2024, entered into Amendment No. 2 to Revolving Credit Agreement to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage, which allows the Company to subtract the lesser of (i)(x) to the extent free cash flow for the most recently ended trailing four quarters is greater than $100.0 million, $300.0 million and (y) otherwise, $200.0 million and (ii) the amount of unrestricted cash and cash equivalents (as defined in Amendment No. 2 to the Revolving Credit Agreement) on its condensed consolidated balance sheets as of the calculation date and (b) permit the Company to repurchase up to a specified amount of the Company’s common stock with the proceeds of a convertible note offering.
The Revolving Credit Agreement provides the Company with a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $420.0 million that matures 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 Convertible Notes (as defined in the Revolving Credit Agreement) outstanding on such date is less than $1.25 billion. Subject to certain conditions precedent, the Revolving Credit Agreement also grants the Company the option to increase the commitment under the Revolving Credit Facility by or obtain incremental term loans in an aggregate principal amount of up to $300.0 million, plus, after June 30, 2024, an unlimited amount so long as the senior secured leverage ratio does not exceed 2.50:1.00. 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.
Under the Revolving Credit Agreement, loans bear interest, at the Company’s option, at an annual rate equal to either (i) the sum of (x) the Adjusted Term SOFR Rate (as defined in the Revolving Credit Agreement) plus (y) a variable rate based on the Company’s total leverage ratio, ranging from 1.50% to 2.25% or (ii) the sum of (x) the highest of (A) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (B) the greater of the rate calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50%, and (C) the one-month Adjusted Term SOFR Rate plus 1.00% and (y) a variable rate based on the Company’s total leverage ratio, ranging from 0.05% to 1.25%. The Company is required to pay a commitment fee between 0.225% and 0.375%, depending on the Company’s total leverage ratio, per annum on the undrawn portion available under the Revolving Credit Facility.
The Revolving Credit Agreement contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, restrict the Company and its restricted subsidiaries’ ability to incur additional indebtedness, create liens, merge or consolidate or make certain dispositions, pay dividends and make distributions or other restricted payments, engage in transactions with affiliates, and make certain investments and acquisitions. The Revolving Credit Agreement also contains financial covenants that require the Company to maintain (a) a minimum liquidity amount of at least $1.5 billion, tested on a quarterly basis, commencing with the quarter ending December 31, 2022 through the quarter ending June 30, 2024, (b) a total net leverage ratio not to exceed 3.50:1.00 commencing with the quarter ending September 30, 2024 through the quarter ending December 31, 2024 and commencing with the quarter ending March 31, 2025, a ratio not to exceed 3.00:1.00 (with an increase to 3.50:1.00 if the Company has an acquisition for cash consideration greater than $75 million for the fiscal quarter during which such acquisition takes place and the three fiscal quarters immediately following such acquisition), and (c) a fixed charge coverage ratio of at least 1.25:1.00, commencing with the quarter ending September 30, 2024. The Revolving Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of representation or warranty or covenants, cross default to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. Non-compliance with one or more of the covenants and
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restrictions or the occurrence of an event of default could result in the full or partial principal balance of the Revolving Credit Agreement becoming immediately due and payable and termination of the commitments.
The Company’s obligations under the Revolving Credit Agreement are guaranteed by certain of the Company’s present and future material domestic subsidiaries. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Revolving Credit Agreement are secured by a first priority interest on substantially all of the Company’s or such guarantor’s respective assets.
As of September 30, 2024, the Company was in compliance with all covenants related to the Revolving Credit Agreement and no amounts had been drawn under the Revolving Credit Agreement.
As of September 30, 2024, there were no other balances outstanding.
 8.    Common Stock
Restricted Stock Units
The summary of restricted stock unit ("RSU") activity is as follows (in thousands, except per share data):
Number of
Shares		Weighted-
Average
Grant Date
Fair Value		Aggregate
Intrinsic
Value
Nonvested units as of December 31, 202330,091 $9.40 $449,994 
Granted20,935 15.01 
Vested(17,854)12.03 
Canceled(2,782)13.87 
Nonvested units as of September 30, 202430,390 $11.32 $385,941 
Included in the grants for the nine months ended September 30, 2024 are 2,407,975 performance based restricted stock units (“PSUs”). These PSUs are divided into individual performance milestones and vesting tranches tied to the Company’s stock performance. On the grant date, the Company valued these PSUs using a Monte Carlo valuation model to determine for each milestone (i) the fair value to expense for such tranche and (ii) the requisite service period when the milestone for such tranche is expected to be achieved. The Monte Carlo valuation model considers several variables and assumptions in estimating the fair value of stock-based awards including the Company's stock price on grant date, expected term, expected volatility, and risk-free interest rate. The resulting fair value is amortized beginning on the grant date over the requisite service periods of each individual tranche.
All PSUs are subject to a continuous service condition in addition to certain performance criteria.
The fair value as of the respective vesting dates of RSUs that vested during the nine months ended September 30, 2024 and 2023 was $268.5 million and $224.9 million, respectively. In connection with RSUs that vested in the nine months ended September 30, 2024, the Company withheld 848,001 shares and remitted cash payments of $12.5 million on behalf of the RSU holders to the relevant tax authorities.
As of September 30, 2024, the total unrecognized compensation cost was $237.4 million. The Company expects to recognize this expense over the remaining weighted-average period of 1.1 years. Generally, RSUs granted after March 28, 2019 vest on the satisfaction of a service-based condition only. The Company recognizes compensation expense for such RSUs upon a straight-line basis over their requisite service periods.
Common Stock Repurchase
In connection with the issuance of the 2029 Notes in February 2024, the Company repurchased 3,142,678 shares of its Class A common stock from investors in privately negotiated transactions for an aggregate repurchase price of approximately $50.0 million. The shares were repurchased at fair value and the entire repurchase price was allocated to the repurchase of the shares. The par value of the shares retired is charged against common stock and the remaining repurchase price is allocated to additional paid-in capital on the condensed consolidated balance sheets. The Company retired the shares upon repurchase.
2019 Employee Stock Purchase Plan
In March 2019, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan (the “ESPP”). The initial ESPP went into effect on March 27, 2019 and was amended on July 26, 2021 and July 18, 2022. Subject to any limitations contained therein, the ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their eligible compensation to purchase the Company’s Class A common stock at a
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discounted price per share. The ESPP provides for consecutive, overlapping 12-month offering periods, subject to certain reset provisions as defined in the plan.
A total of 6,000,000 shares of Class A common stock were initially reserved for issuance under the ESPP. As of December 31, 2023, 13,414,259 additional shares of Class A common stock were reserved for issuance under the ESPP. On January 1, 2024, an additional 3,998,056 shares of Class A common stock were reserved for issuance under the ESPP. As of September 30, 2024, 5,717,872 shares of Class A common stock have been purchased under the 2019 ESPP. The number of shares reserved under the 2019 ESPP automatically increases on the first day of each calendar year beginning on January 1, 2020 in a number of shares equal to the least of (i) 7,000,000 shares of Class A common stock, (ii) one percent of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator of the 2019 ESPP.
 9.    Income Tax
The Company's tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter.
The Company's provision for income taxes has not been historically significant to the business as the Company has incurred operating losses to date. The provision for income taxes consists of federal and state taxes in the U.S. and foreign taxes in jurisdictions in which the Company conducts business.
The Company recorded income tax expense (benefit) of $(0.7) million and $3.8 million in the three and nine months ended September 30, 2024, respectively, and $0.1 million and $5.5 million in the three and nine months ended September 30, 2023, respectively. The effective tax rate was 5.20% and (10.69)% for the three and nine months ended September 30, 2024, respectively, and (0.92)% and (1.77)% for the three and nine months ended September 30, 2023, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowances on the Company's deferred tax assets as it is more likely than not that some or all of the Company's deferred tax assets will not be realized.
The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s condensed consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of September 30, 2024 and December 31, 2023.
The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some, or all, of its deferred tax assets will not be realizable in the future. In making that assessment, the Company considers all available evidence, both positive and negative, in the jurisdictions in which it operates. As of September 30, 2024, the Company maintains its valuation allowance against its U.S. federal and state net deferred tax assets. The Company intends to maintain the valuation until there is sufficient positive evidence to support the reversal of the valuation allowance for U.S. federal and state tax purposes.
 10.    Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For diluted net loss per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable. For purposes of this calculation, stock options, RSUs, PSUs, the 2029 Notes, the 2025 Notes, and stock purchase rights granted under the Company’s ESPP are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share when including them has an anti-dilutive effect. Basic and diluted net loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.
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The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss$(12,426)$(12,100)$(38,947)$(314,011)
Weighted-average shares used in computing net loss per share, basic and diluted412,229 389,307 406,785 381,697 
Net loss per share, basic and diluted$(0.03)$(0.03)$(0.10)$(0.82)
The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Restricted stock units15,340 21,520 15,340 21,520 
2025 Notes(1)
10,178 19,471 10,178 19,471 
2029 Notes(1)
21,821 — 21,821 — 
Performance based restricted stock units15,050 14,300 15,050 14,300 
ESPP1,467 385 1,467 385 
Stock options203 790 203 790 
Total64,059 56,466 64,059 56,466 
_______________
(1)In connection with the issuance of the Notes, the Company entered into the Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive. The Capped Calls are expected to reduce the potential dilution to the Company's Class A common stock (or, in the event a conversion of the Notes are settled in cash, to reduce the cash payment obligation) in the event that at the time of conversion of the Notes the Company's Class A common stock price exceeds the conversion price of the Notes. Refer to Note 7 “Debt” to the condensed consolidated financial statements for further information.
 11.    Related Party Transactions
The Company's transactions with related parties were immaterial for the three and nine months ended September 30, 2024 and 2023.
 12.     Restructuring
September 2024 Restructuring Plan
In September 2024, the Company announced a restructuring plan related to its bikes and scooters transportation mode as part of its efforts to align strategic priorities and reduce operating costs. The plan involved the disposal of certain types of bikes and scooters and the termination of approximately 1% of the Company's employees. As a result of the restructuring plan, in the third quarter of 2024, the Company recorded $13.4 million in fixed asset disposals, $10.8 million in other current assets disposals and other costs, $10.6 million in accelerated depreciation of fixed assets and $1.5 million in employee severance and other employee costs. As a result of the above, the Company incurred restructuring charges of $36.4 million in the quarter ended September 30, 2024. The restructuring plan has been substantially completed and there may be immaterial restructuring costs in the fourth quarter of 2024.
The following table summarizes the above restructuring related charges by line item within the Company’s condensed consolidated statements of operations where they were recorded in the quarter ended September 30, 2024 (in thousands):
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Severance and Other Employee Costs Fixed Asset Disposals
 Other Current Assets Disposals and Other Costs
 Accelerated Depreciation Total
Cost of revenue$— $13,427 $10,812 $9,957 $34,196 
Operation and support396 — — — 396 
Research and development 1,009 — — 172 1,181 
Sales and marketing — — — — — 
General and administrative 120 — — 485 605 
Total$1,525 $13,427 $10,812 $10,614 $36,378 
April 2023 Restructuring Plan
In April 2023, the Company announced a restructuring plan as part of its efforts to reduce operating costs. The plan involved the termination of approximately 1,072 employees, representing 26% of the Company's employees. As a result of the restructuring plan, in the second quarter of 2023, the Company recorded $47.2 million in employee severance and other employee costs and $9.7 million in net stock-based compensation expense related to equity compensation for employees impacted by the plan of termination. The Company also recorded $6.3 million in impairment charges, fixed asset write-offs, accelerated depreciation and other costs to real estate operating lease right-of-use assets, which was primarily related to the cease use of certain facilities. As a result of the above, the Company incurred net restructuring charges of $63.3 million in the quarter ended June 30, 2023. The restructuring plan has been completed as of the quarter ended June 30, 2023.
The following table summarizes the above restructuring related charges by line item within the Company’s condensed consolidated statements of operations where they were recorded in the quarter ended June 30, 2023 (in thousands):
Stock-Based CompensationSeverance and Other Employee CostsRight-of-Use Asset Impairments and Other CostsAccelerated DepreciationTotal
Cost of revenue$667 $3,204 $— $— $3,871 
Operation and support259 3,054 5,268 669 9,250 
Research and development 4,539 21,254 — — 25,793 
Sales and marketing 1,045 5,191 — — 6,236 
General and administrative 3,213 14,535 400 — 18,148 
Total$9,723 $47,238 $5,668 $669 $63,298 
November 2022 Restructuring Plan
In November 2022, the Company announced a restructuring plan to reduce operating expenses. As a result of the restructuring plan, in the fourth quarter of 2022, the Company recorded $29.5 million in employee severance and other employee costs and $9.5 million in net stock-based compensation expense related to equity compensation for employees impacted by the plan of termination.
The Company’s plan of termination also included restructuring charges related to a decision to exit and sublease or cease use of certain facilities to align with the Company’s anticipated operating needs. The Company reassessed its real estate asset groups and estimated the fair value of the space to be subleased using current market conditions. Where the carrying value of the individual asset groups exceeded their fair value, an impairment charge was recognized for the difference. During the year ended December 31, 2022, this included $55.3 million in impairment charges related to real estate operating lease right-of-use assets, $23.9 million in accelerated depreciation of certain fixed assets and $2.1 million in write-off fixed assets not yet placed into service. As a result of the above, the Company incurred net restructuring charges of $120.3 million in the year ended December 31, 2022.
In the first quarter of 2023, the Company finalized the exit of certain leases as part of the plan of termination and the Company completed a transaction for the divestiture of certain assets related to the Company’s first party vehicle services business. As a result, the Company recorded $10.5 million in impairment charges related to the cease use of certain facilities to real estate operating lease right-of-use assets and other costs, which included $9.1 million of future payments associated with exiting certain facilities. The Company also incurred employee related charges, which include employee severance, benefits and stock-based compensation in the first quarter of 2023. As a result of the above, the Company incurred net restructuring charges of $24.4 million in the quarter ended March 31, 2023. The restructuring plan has been completed as of the quarter ended March
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31, 2023.
The following table summarizes the above restructuring related charges by line item within the Company’s condensed consolidated statements of operations where they were recorded in the quarter ended March 31, 2023 (in thousands):
Stock-Based CompensationSeverance and Other Employee CostsRight-of-Use Asset Impairments and Other CostsAccelerated DepreciationTotal
Cost of revenue$— $1,101 $— $— $1,101 
Operation and support205 3,127 9,453 305 13,090 
Research and development — 20 2,534 — 2,554 
Sales and marketing — 14 — — 14 
General and administrative — 64 7,604 16 7,684 
Total$205 $4,326 $19,591 $321 $24,443 
As of September 30, 2024, there were $0.6 million in restructuring-related liabilities. As of December 31, 2023, there were no restructuring-related liabilities.
 13.    Variable Interest Entities
VIEs Related to Light Vehicles
As part of its acquisition of PBSC, the Company acquired several joint ventures (“JVs”) which were deemed to be variable interest entities (“VIEs”) in accordance with ASC 810 Consolidation on the acquisition date. The Company determined that PBSC is the primary beneficiary of one of the acquired VIEs, in which it owns an 80% equity interest, as PBSC has the power to direct the majority of the activities of the VIE that most significantly impact its economic performance, the obligation to absorb losses and the right to receive benefits. As PBSC is the primary beneficiary of the VIE, the assets, liabilities, non-controlling interest, revenues and operating results are included in the condensed consolidated financial statements. Subsequent to the acquisition, PBSC entered into additional joint ventures deemed to be VIEs which were accounted for under the equity method which were immaterial.
The acquisition date fair value of the VIEs acquired as part of the PBSC acquisition was $22.2 million, which exceeded the carrying value and was recorded within other investments in the condensed consolidated balance sheets.
Other than the VIE of which PBSC owns an 80% equity interest, the Company has determined that PBSC does not direct the activities that would significantly affect the economic performance of these VIEs. Therefore, the Company is not the primary beneficiary of these VIEs. As a result, the Company accounts for its investment in these VIEs under the equity method, and they are not consolidated into the Company’s condensed consolidated financial statements. In addition, the Company recognizes its proportionate share of the reported profits or losses of these VIEs in other income (expense), net in the condensed consolidated statements of operations, and as an adjustment to its investment in VIEs in the condensed consolidated balance sheets. The profits and losses of these unconsolidated VIEs were not material to the condensed consolidated statements of operations for the quarter ended September 30, 2024.
The maximum potential financial statement loss the Company would incur if these VIEs were to default on all their obligations would be the loss of the carrying value of these investments as well as any current or future investments, if any, PBSC were to make which was immaterial as of September 30, 2024.
Other VIEs
During the second quarter of 2023, the Company contributed a business to a privately held company in exchange for an equity interest and a seat on the board of directors of such company. This privately held company was determined to be a VIE for which the Company lacks the power to direct the activities that most significantly impact the entity's economic performance. As the Company is not the primary beneficiary, it does not consolidate the VIE. However, due to the Company's ability to exercise significant influence, the investment will be accounted for under the equity method. The investment was recorded at its initial fair value of $12.9 million and represents the Company's maximum exposure to the VIE. During the quarter ended September 30, 2024, there was no change in the Company's claim on the net assets of the investment and therefore, the Company did not recognize an equity method gain or loss nor was there an impairment of the investment.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). As discussed in the section titled “Note About Forward-Looking Statements,” the following 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 Quarterly Report on Form 10-Q and in our 2023 Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Our fiscal year ends December 31.
Our Business
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 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 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. 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.
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 collect service fees and commissions from drivers for their use of our ridesharing marketplace. As drivers accept more rider leads, Gross Bookings and Rides increase, driving more revenue. We also generate revenue from licensing and data access agreements, the sale of bikes and bike station software and hardware sales, 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.
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 during the rider's chosen pickup time. In February 2024, we made the commitment to drivers that after external fees are subtracted, their guaranteed share of rider payments will be 70% or more each week. 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 and in 2024, we extended Women+ Connect nationwide. 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. In the second quarter of 2024, we achieved net income for the first time in our operating history.
Additionally, we aim to advocate through our commitment to social and environmental responsibility. Through our Lyft Up initiatives, we’re working to make sure people have access to affordable, reliable transportation to get where they need to go - no matter their income or zip code. We can’t talk about work that serves customer needs and social goals without mentioning our responsibility to our shared environment - the air we breathe and the resilience of communities we serve. We’re working to make the Lyft Platform more sustainable by helping drivers transition to electric vehicles (“EVs”), riders take more sustainable transportation modes, and businesses reduce their carbon footprint. 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. 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.
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Recent Developments
Restructuring Activities
On September 4, 2024, we announced a restructuring plan of our bikes and scooters transportation mode as part of our efforts to align strategic priorities and reduce operating costs. As a result, we incurred restructuring charges of $36.4 million in the quarter ended September 30, 2024. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding this reduction in workforce.
Transactions Related to the Issuance of the 2029 Notes
In February 2024, we entered into Amendment No. 2 to our Revolving Credit Agreement to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage, which allows the Company to subtract the lesser of (i)(x) to the extent free cash flow for the most recently ended trailing four quarters is greater than $100.0 million, $300.0 million and (y) otherwise, $200.0 million and (ii) the amount of unrestricted cash and cash equivalents (as defined in Amendment No. 2 to the Revolving Credit Agreement) on its condensed consolidated balance sheets as of the calculation date and (b) permit the Company to repurchase up to a specified amount of the Company’s common stock with the proceeds of a convertible note offering.
In February 2024, we completed an offering of $460 million aggregate principal amount of the 2029 Notes in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. We used the net proceeds of the offering to (1) repurchase a portion of our 2025 Notes concurrently with the pricing of the offering in separate and privately negotiated transactions with certain holders of the 2025 Notes, (2) pay the cost of the 2029 Capped Calls and (3) purchase approximately $50 million of the Class A common stock from institutional investors through one of the initial purchasers of the 2029 Notes or its affiliate, acting as Lyft’s agent, at a price per share equal to the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on the date of the pricing of the 2029 Notes. Refer to Note 7 “Debt” and Note 8 "Common Stock" to the condensed consolidated financial statements for information regarding these transactions.
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Financial and Operational Results for the Three Months Ended September 30, 2024
Three Months Ended September 30,
2024
2023
2023 to 2024 % Change
(in millions, except percentages)
GAAP Financial Measures
Revenue$1,522.7 $1,157.6 32%
Total costs and expenses
$1,579.4 $1,197.7 32%
Loss from operations$(56.7)$(40.2)(41)%
Net loss
$(12.4)$(12.1)(2)%
Net loss as a percentage of revenue(0.8)%(1.0)%
Net cash (used in) provided by operating activities$264.0 $2.3 11,378%
Net cash (used in) provided by investing activities$(6.7)$(134.1)95%
Net cash used in financing activities$(35.4)$(22.7)(56)%
Key Metrics and Non-GAAP Financial Measures
Active Riders24.4 22.4 9%
Rides216.7 187.4 16%
Gross Bookings$4,108.4 3,554.1 16%
Adjusted EBITDA(1)
$107.3 $92.0 17%
Net loss as a percentage of Gross Bookings(0.3)%(0.3)%
Adjusted EBITDA margin (calculated as a percentage of Gross Bookings)2.6 %2.6 %
Adjusted Net Income (Loss)(1)
$118.1 $92.3 28%
Free cash flow(1)(2)
$242.8 $(30.0)909%
___________
(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”.
(2)Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.


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Definitions of Key Metrics
Active Riders
The number of Active Riders is a key indicator of the scale of our user community.
We define Active Riders as all riders who take at least one ride during a quarter where the Lyft Platform processes the transaction. An Active Rider is identified by a unique phone number. If a rider has two mobile phone numbers or changed their phone number and that rider took rides using both phone numbers during the quarter, that person would count as two Active Riders. If a rider has a personal and business profile tied to the same mobile phone number, that person would be considered a single Active Rider. If a ride has been requested by an organization using our Concierge offering for the benefit of a rider, we exclude this rider in the calculation of Active Riders unless the ride is accessible in that rider’s Lyft App.
The increase in the number of Active Riders in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was due primarily to our focus on rider engagement, improved retention and overall marketplace health.
Rides
Rides represent the level of usage of our multimodal platform.
We define Rides as the total number of rides including rideshare and bike and scooter rides completed using our multimodal platform that contribute to our revenue. These include any Rides taken through our Lyft App. If multiple riders take a private rideshare ride, including situations where one party picks up another party on the way to a destination, or splits the bill, we count this as a single rideshare ride. Each unique segment of a Shared Ride is considered a single Ride. For example, if two riders successfully match in Shared Ride mode and both complete their Rides, we count this as two Rides. We have largely shifted away from Shared Rides, and now only offer Shared Rides in limited markets. We include all Rides taken by riders via our Concierge offering, even though such riders may be excluded from the definition of Active Riders unless the ride is accessible in that rider’s Lyft App.
The increase in Rides in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was due primarily to our improved marketplace health, which resulted in an increase in Active Riders and increased ride frequency.
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. Gross Bookings also includes amounts invoiced for other offerings, including but not limited to: Express Drive vehicle rentals, bike and scooter rentals, and amounts recognized for subscriptions, bike and bike station hardware and software sales, media, sponsorships, partnerships, and licensing and data access agreements. Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is calculated by dividing Adjusted EBITDA for a period by Gross Bookings for the same period. For the definition of Adjusted EBITDA, refer to “Non-GAAP Financial Measures”.
The increase in Gross Bookings in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was due primarily to Rides growth which benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and continued improvements in marketplace health.
Net loss as a percentage of Gross Bookings and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 were relatively flat due primarily to Rides growth as well as our cost-restructuring efforts initiated in previous years which helped us to partially offset the impact of higher variable costs, including certain insurance costs, investments in rider engagement and higher legal expenses to net loss and Adjusted EBITDA.
Critical Accounting Estimates
Our condensed consolidated financial statements and the related notes thereto are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2023, except as described below.
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Recent Accounting Pronouncements
See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report.
Components of Results of Operations
Revenue Recognition
Revenue consists of revenue recognized from fees paid by drivers for use of our Lyft Platform offerings, Concierge platform fees from organizations that use our Concierge offering, subscription fees paid by riders to access transportation options through the Lyft Platform, revenue from bikes and bike station hardware and software sales, revenue from licensing and data access agreements and revenue from arrangements to provide advertising services to third parties that are interested in reaching users of our platform. Revenue derived from these offerings is recognized in accordance with ASC 606 as described in the Critical Accounting Estimates above and in Note 2 of the notes to our condensed consolidated financial statements.
Revenue also consists of rental revenues recognized through leases or subleases primarily from Flexdrive and our network of Light Vehicles, which includes revenue generated from single-use ride fees paid by riders of Light Vehicles. Revenue derived from these offerings is recognized in accordance with ASC 842 as described in the Critical Accounting Estimates above and in Note 2 of the notes to our condensed consolidated financial statements.
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.
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. Payment processing charges include merchant fees, chargebacks and failed charges. Other costs included in cost of revenue are hosting and platform-related technology costs, personnel-related compensation costs, depreciation, amortization of technology-related intangible assets, asset write-off charges and costs related to Flexdrive, which include vehicle lease expenses and remarketing gains and losses related to the sale of vehicles. Gross profit is defined as revenue less cost of revenue.
Operations and Support
Operations and support expenses primarily consist of personnel-related compensation costs of local operations teams and teams who provide phone, email and chat support to users, Light Vehicle fleet operations support costs, driver background checks and onboarding costs, fees paid to third-parties providing operations support, facilities costs and certain car rental fleet support costs. 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.
Sales and Marketing
Sales and marketing expenses primarily consist of rider incentives, personnel-related compensation costs, driver incentives for referring new drivers or riders, advertising expenses, rider refunds and marketing partnerships with third parties. Sales and marketing costs are expensed as incurred.
General and Administrative
General and administrative expenses primarily consist of personnel-related compensation costs, professional services fees, certain insurance costs that are generally not required under TNC regulations, certain loss contingency expenses including legal accruals and settlements, insurance claims administrative fees, policy spend, depreciation, facilities costs and other corporate costs. General and administrative expenses are expensed as incurred.
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.
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Other Income (Expense), Net
Other income (expense), net consists primarily of interest earned on our cash and cash equivalents, sublease income and restricted and unrestricted short-term investments.
Provision for (Benefit from) Income Taxes
Our provision for (benefit from) 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 (benefit from) 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, or NOLs. We 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.
Results of Operations
The following table summarizes our historical condensed consolidated statements of operations data:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Revenue$1,522,692 $1,157,550 $4,235,739 $3,179,004 
Costs and expenses
Cost of revenue888,255 644,500 2,463,135 1,800,091 
Operations and support117,462 118,763 336,238 325,338 
Research and development104,447 109,229 303,277 460,745 
Sales and marketing215,779 129,947 537,621 355,055 
General and administrative253,436 195,290 742,332 653,228 
Total costs and expenses1,579,379 1,197,729 4,382,603 3,594,457 
Loss from operations(56,687)(40,179)(146,864)(415,453)
Interest expense(7,362)(6,209)(22,262)(17,793)
Other income (expense), net50,941 34,399 133,941 124,689 
Loss before income taxes(13,108)(11,989)(35,185)(308,557)
Provision for (benefit from) income taxes(682)111 3,762 5,454 
Net loss$(12,426)$(12,100)$(38,947)$(314,011)
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The following table sets forth the components of our condensed consolidated statements of operations data as a percentage of revenue:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenue100.0 %100.0 %100.0 %100.0 %
Costs and expenses
Cost of revenue58.3 55.7 58.2 56.6 
Operations and support7.7 10.3 7.9 10.2 
Research and development6.9 9.4 7.2 14.5 
Sales and marketing14.2 11.2 12.7 11.2 
General and administrative16.6 16.9 17.5 20.5 
Total costs and expenses103.7 103.5 103.5 113.1 
Loss from operations(3.7)(3.5)(3.5)(13.1)
Interest expense(0.5)(0.5)(0.5)(0.6)
Other income (expense), net3.3 3.0 3.2 3.9 
Loss before income taxes(0.9)(1.0)(0.8)(9.7)
Provision for (benefit from) income taxes— — 0.1 0.2 
Net loss(0.8)%(1.0)%(0.9)%(9.9)%
Comparison of the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023
Revenue
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Revenue$1,522,692 $1,157,550 32 %$4,235,739 $3,179,004 33 %
Revenue increased $365.1 million, or 32%, in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due primarily to an increase of 16% in Rides and 9% in Active Riders as we benefited from increased ride frequency, which is demonstrated by Rides growth exceeding Active Riders growth, and continued improvements in marketplace health. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $79.1 million for the quarter ended September 30, 2024 as compared to the same quarter in the prior year as driver supply on the platform benefited from organic growth and drivers spending more time on the platform.
Revenue increased $1.1 billion, or 33%, in the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, due primarily to an increase of 18% in Rides as we benefited from continued improvements in marketplace health. Investments in driver supply, which are recorded as a reduction to revenue, decreased by $283.5 million for the nine months ended September 30, 2024 as compared to the same period in the prior year.
We expect revenue will fluctuate based upon factors such as ride volume, driver supply, pricing, incentives and seasonality specifically related to our network of Light Vehicles.
Cost of Revenue
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Cost of revenue$888,255 $644,500 38 %$2,463,135 $1,800,091 37 %
Cost of revenue increased $243.8 million, or 38%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was due primarily to a $187.0 million increase in insurance costs driven by recent economic factors including the high inflationary environment, increased litigation, and higher than expected paid losses across the commercial auto industry as well as an increase in ride volume. There was also a $34.2 million increase in restructuring costs related to the restructuring events in the third quarter of 2024, consisting of (i) $13.4 million in fixed asset
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disposals, (ii) $10.8 million in other current assets disposals and other costs and (iii) $10.0 million in accelerated depreciation of fixed assets, and a $24.0 million increase in transaction fees driven by higher ride volume.
Cost of revenue increased $663.0 million, or 37%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was due primarily to a $571.4 million increase in insurance costs driven by recent economic factors including the high inflationary environment, increased litigation, and higher than expected paid losses across the commercial auto industry as well as an increase in ride volume. There was also a $61.8 million increase in transaction fees driven by higher ride volume and a $29.2 million increase in restructuring costs in 2024 compared to 2023.
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 the renewals of our third party insurance agreements.
Operations and Support
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Operations and support$117,462 $118,763 (1)%$336,238 $325,338 3 %
Operations and support expenses were relatively flat in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Operations and support expenses included a $5.2 million decrease in facilities costs and a $3.5 million decrease in Light Vehicle fleet operations support costs. These decreases were partially offset by a $3.4 million increase in Flexdrive related costs.
Operations and support expenses increased $10.9 million, or 3%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was due primarily to increases of $16.9 million in driver onboarding costs and rider and driver support costs, $13.2 million in Light Vehicle fleet operations support costs and $10.3 million Flexdrive related costs. These increases were partially offset by a $19.7 million decrease in facilities costs, a $6.4 million decrease in stock-based compensation, a $4.2 million decrease in personnel-related costs and a $3.9 million decrease in depreciation driven by restructuring events initiated in prior years, which included reductions in headcount and the cease use of certain facilities.
Research and Development
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Research and development$104,447 $109,229 (4)%$303,277 $460,745 (34)%
Research and development expenses decreased $4.8 million, or 4%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The decrease was primarily due to a $8.7 million decrease in stock-based compensation driven by a reduction in headcount after the restructuring events initiated in prior years.
Research and development expenses decreased $157.5 million, or 34%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The decrease was primarily due to a $94.3 million decrease in stock-based compensation and a $60.7 million decrease in personnel-related costs driven by a reduction in headcount after the restructuring events initiated in prior years.
Sales and Marketing
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Sales and marketing$215,779 $129,947 66 %$537,621 $355,055 51 %
Sales and marketing expenses increased $85.8 million, or 66%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily due to a $69.1 million increase in rider, driver and Light Vehicle rider incentive programs due to investments in rider engagement and a $9.7 million increase in advertising expenses related to brand and other marketing.
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Sales and marketing expenses increased $182.6 million, or 51%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was primarily due to a $174.0 million increase in rider, driver and Light Vehicle rider incentive programs and a $15.3 million increase in advertising expenses related to brand and other marketing. These increases were partially offset by decreases of $12.9 million in personnel-related costs and $12.1 million in stock-based compensation driven by a reduction in headcount after the restructuring events initiated in prior years.
General and Administrative
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
General and administrative$253,436 $195,290 30 %$742,332 $653,228 14 %
General and administrative expenses increased $58.1 million, or 30%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily due to a net increase of $29.9 million in certain loss contingencies including legal and tax accruals and settlements inclusive of a $14.2 million tax accrual release in the third quarter of 2024, $27.4 million in an accrual for self-retained general business liabilities and $5.1 million in consulting and advisory costs.
General and administrative expenses increased $89.1 million, or 14%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was primarily due to increases of $68.3 million in certain loss contingencies including legal and tax accruals and settlements, $50.5 million in an accrual for self-retained general business liabilities, $8.2 million in bad debt expense and $5.4 million in claims administration fees. These increases were partially offset by decreases of $27.0 million in personnel-related costs and $19.9 million in stock-based compensation driven by a reduction in headcount after the restructuring events initiated in prior years.
Interest Expense
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Interest expense$(7,362)$(6,209)19 %$(22,262)$(17,793)25 %
Interest expense increased $1.2 million, or 19%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.
Interest expense increased $4.5 million, or 25%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Other Income (Expense), Net
Three Months Ended September 30,Nine Months Ended September 30,
20242023
% Change
20242023
% Change
(in thousands, except for percentages)
Other income (expense), net$50,941 $34,399 48 %$133,941 $124,689 7 %
Other income (expense), net increased $16.5 million, or 48%, in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase was primarily due to a $7.4 million increase in interest income in the third quarter of 2024 compared to the same period in 2023 due to higher returns on investments. There was also a $4.0 million increase due to foreign currency exchange.
Other income (expense), net increased $9.3 million, or 7%, in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase was primarily due to a $17.4 million increase in interest income in the nine months ended September 30, 2024 compared to the same period in 2023 due to higher returns on investments and a $5.1 million gain on extinguishment related to the repurchase of 2025 Notes. These increases were partially offset by a $12.9 million gain on an equity method investment incurred in the second quarter of 2023 and a $2.0 million decrease due to foreign currency exchange.
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Non-GAAP Financial Measures
Three Months Ended September 30,Nine Months Ended September 30,
20242023% Change20242023% Change
(in millions, except for percentages)
GAAP Financial Measures
Revenue$1,522.7 $1,157.6 32 %$4,235.7 $3,179.0 33 %
Net loss
$(12.4)$(12.1)(2)%$(38.9)$(314.0)88 %
Net loss as a % of revenue
(0.8)%(1.0)%(0.9)%(9.9)%
Net cash (used in) provided by operating activities$264.0 $2.3 11,378 %$696.4 $(141.8)591.1 %
Net cash (used in) provided by investing activities$(6.7)$(134.1)95 %$(323.9)$706.8 (145.8)%
Net cash used in financing activities$(35.4)$(22.7)(56)%$(102.3)$(106.1)3.6 %
Key Metrics and Non-GAAP Financial Measures
Gross Bookings$4,108.4 $3,554.1 16 %$11,820.5 $10,050.9 18 %
Adjusted EBITDA(1)
$107.3 $92.0 17 %$269.6 $155.7 73 %
Net loss as a percentage of Gross Bookings
(0.3)%(0.3)%(0.3)%(3.1)%
Adjusted EBITDA margin (calculated as a percentage of Gross Bookings)2.6 %2.6 %2.3 %1.5 %
Adjusted Net Income (Loss)(1)
$118.1 $92.3 28 %$277.0 $179.6 54 %
Free cash flow(1)(2)
$242.8 $(30.0)909 %$626.3 $(263.0)338 %
_______________
(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”.
(2)Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.
Adjusted EBITDA and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings)
Adjusted EBITDA is a key performance measure and Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is a key metric, both of which our management uses to assess our operating performance and the operating leverage in our business. 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.
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;
•sublease income;
•restructuring charges, if any;
•net amount from claims ceded under the Reinsurance Agreement, if any;
•transaction costs related to certain legacy auto insurance liabilities, if any; and
•costs related to acquisitions and divestitures, if any.
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Adjusted EBITDA margin (calculated as a percentage of Gross Bookings) is calculated by dividing Adjusted EBITDA for a period by Gross Bookings for the same period.
We announced restructuring plans in the fourth quarter of 2022, second quarter of 2023 and third quarter of 2024 to reduce operating expenses and align strategic priorities. We believe the costs associated with the restructurings are distinguishable from ongoing operating costs and do not reflect current or expected performance of our ongoing operations. We believe the adjustment to exclude the costs related to restructuring from Adjusted EBITDA 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 amounts. Refer to Note 12 “Restructuring” to the condensed 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 condensed consolidated statement of operations, while the related lease expense is included within operating expenses and loss from operations. We believe the adjustment to include sublease income to Adjusted EBITDA is useful to investors by enabling them to better assess our operating performance, including the benefits of recent transactions, by presenting sublease income as a contra-expense to the related lease charges within our operating expenses.
For more information regarding the limitations of Adjusted EBITDA, 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”.
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).
We define Adjusted Net Income (Loss) as net loss adjusted for:
•amortization of intangible assets;
•stock-based compensation;
•payroll tax expense related to stock-based compensation;
•restructuring charges, if any;
•net amount from claims ceded under the Reinsurance Agreement, if any;
•transaction costs related to certain legacy auto insurance liabilities, if any;
•costs related to acquisitions and divestitures, if any; and
•impairment charges, if any.
Free Cash Flow
Free cash flow is a measure used by our management to understand and evaluate our operating performance and trends. We believe free cash flow is a useful indicator of liquidity that provides our management, board of directors, and investors with information about our ability to generate or use cash to enhance the strength of our balance sheet, further invest in our business and pursue potential strategic initiatives.
We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment and scooter fleet.
Free cash flow has certain limitations, including that it does not reflect our future contractual commitments and it does not represent the total increase or decrease in our cash balance for a given period. Free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. For more information regarding the limitations of free cash flow and a reconciliation of net cash provided by (used in) operating activities to free cash flow, see the section titled “Reconciliation of Non-GAAP Financial Measures”.
Reconciliation of Non-GAAP Financial Measures
We use our non-GAAP financial measures in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Furthermore, these measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations that are
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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.
We compensate for these limitations by providing a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. 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.
Net loss is the most directly comparable financial measure to Adjusted EBITDA. The following table provides a reconciliation of net loss to Adjusted EBITDA (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss$(12.4)$(12.1)$(38.9)$(314.0)
Adjusted to exclude the following:
Interest expense(1)
8.97.326.720.0
Other (income) expense, net(50.9)(34.4)(133.9)(124.7)
Provision for (benefit from) income taxes(0.7)0.13.85.5
Depreciation and amortization45.129.5115.285.3
Stock-based compensation89.098.5254.8392.9
Payroll tax expense related to stock-based compensation1.71.913.310.9
Sublease income0.91.23.03.7
Restructuring charges(2)(3)
25.8—25.876.2
Adjusted EBITDA(4)
$107.3$92.0$269.6$155.7
Gross Bookings$4,108.4$3,554.1$11,820.5$10,050.9
Net loss as a percentage of Gross Bookings
(0.3)%(0.3)%(0.3)%(3.1)%
Adjusted EBITDA margin (calculated as a percentage of Gross Bookings)2.6%2.6%2.3%1.5%
_______________
(1)Includes $1.5 million and $4.4 million related to the interest component of vehicle-related finance leases in the three and nine months ended September 30, 2024, respectively. Includes $1.1 million and $2.2 million related to the interest component of vehicle-related finance leases in the three and nine months ended September 30, 2023. Refer to Note 5 “Leases” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding the interest component of vehicle-related finance leases.
(2)In the three months ended September 30, 2024, we incurred restructuring charges of $13.4 million of fixed asset disposals, $10.8 million of other current assets disposals and other costs and $1.5 million of severance and other employee costs. Restructuring related charges for accelerated depreciation of fixed assets of $10.6 million are included on its respective line item. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding the restructuring plan announced in September 2024.
(3)In the nine months ended September 30, 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. 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 nine months ended September 30, 2023 are included on their respective line items. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding the restructuring plans announced in November 2022 and April 2023.
(4)Due to rounding, numbers presented may not calculate precisely to the totals provided.

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Net loss is the most directly comparable financial measure to Adjusted Net Income (Loss). The following table provides a reconciliation of net loss to Adjusted Net Income (Loss) (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net loss
$(12.4)$(12.1)$(38.9)$(314.0)
Adjusted for the following:
Amortization of intangible assets3.54.011.512.7
Stock-based compensation89.098.5254.8392.9
Payroll tax expense related to stock-based compensation1.71.913.310.9
Restructuring charges(1)(2)
36.4—36.477.2
Adjusted Net Income (Loss)(3)
$118.1$92.3$277.0$179.6
_______________
(1)In the three months ended September 30, 2024, we incurred restructuring charges of $13.4 million of fixed asset disposals, $10.8 million of other current assets disposals and other costs, $10.6 million of accelerated depreciation of fixed assets and $1.5 million of severance and other employee costs. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding the restructuring plan announced in September 2024.
(2)In the nine months ended September 30, 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. 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 nine months ended September 30, 2023 are included on their respective line items. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding the restructuring plan announced in November 2022.
(3)Due to rounding, numbers presented may not calculate precisely to the totals provided.

Net cash provided by (used in) operating activities is the most directly comparable financial measure to free cash flow. The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow (in millions):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net cash provided by (used in) operating activities
264.02.3696.4(141.8)
Less: purchases of property and equipment and scooter fleet
(21.2)(32.3)(70.1)(121.3)
Free cash flow(1)
$242.8$(30.0)$626.3$(263.0)
_______________
(1)Due to rounding, numbers presented may not calculate precisely to the totals provided.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
Nine Months Ended September 30,
20242023
Net cash provided by (used in) operating activities
$696,371 $(141,752)
Net cash (used in) provided by investing activities(323,879)706,766 
Net cash used in financing activities(102,301)(106,065)
Effect of foreign exchange on cash, cash equivalents and restricted cash and cash equivalents(67)(68)
Net change in cash, cash equivalents and restricted cash and cash equivalents$270,124 $458,881 
Operating Activities
Cash provided by operating activities was $696.4 million for the nine months ended September 30, 2024, which consisted of a net loss of $(38.9) million primarily offset by changes in working capital of $423.0 million. The year over year improvement to net loss for the nine months ended September 30, 2024, from $(314.0) million to $(38.9) million was a result of
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increase in our revenues 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 $254.8 million, which decreased year over year due to a reduction in headcount driven by the restructuring activities initiated in prior years, and depreciation and amortization expense of $115.2 million. The changes in working capital were primarily driven by insurance, which saw (i) an increase in our insurance reserves due to a rise in commercial auto insurance rates on a per mile basis compared to the prior year, an increase in ride volume in 2024 compared to previous periods and strategic risk management decisions to retain additional risk in certain markets, (ii) an increase in accounts payable which was primarily due to the timing of insurance claim payments and (iii) an increase in insurance-related accruals. There was also an increase in certain loss contingencies including legal and tax accruals. These were partially offset by (i) increases to prepaid expenses for deposits related to our annual insurance renewals and (ii) a decrease to our operating lease liabilities related to ordinary payments for our real estate operating leases.
Cash used in operating activities was $141.8 million for the nine months ended September 30, 2023. This consisted primarily of a net loss of $314.0 million. This was offset by non-cash stock-based compensation expense of $392.9 million and depreciation and amortization expense of $85.4 million. The changes in working capital were primarily driven by (i) a decrease in our insurance reserves as insurance payments outpaced accruals in the period and (ii) increases to prepaid expenses for deposits related to our annual insurance renewals. These were offset by impairments of operating lease right-of-use assets as part of the restructuring activities initiated in the fourth quarter of 2022.
Investing Activities
Cash used in investing activities was $323.9 million for the nine months ended September 30, 2024, which primarily consisted of purchases of marketable securities of $3.0 billion partially offset by proceeds from sales and maturities of marketable securities of $2.7 billion.
Cash provided by investing activities was $706.8 million for the nine months ended September 30, 2023, which primarily consisted of proceeds from sales and maturities of marketable securities of $3.1 billion. This was partially offset by purchases of marketable securities of $2.4 billion.
Financing Activities
Cash used in financing activities was $102.3 million for the nine months ended September 30, 2024, which primarily consisted of repayment of loans of $61.8 million and principal payments on finance lease obligations of $35.4 million. This also included a net cash inflow of $0.2 million related to transactions related to the issuance of our 2029 Notes which included $460.0 million in proceeds from the issuance of the 2029 Notes and expenditures of $350.0 million related to the settlement of the 2025 Notes, $50.0 million related to the repurchase of Class A common stock, $47.9 million related to the purchase of capped calls and $11.9 million in payments of debt issuance costs.
Cash used in financing activities was $106.1 million for the nine months ended September 30, 2023, which primarily consisted of repayment of loans of $60.5 million and principal payments on finance lease obligations of $35.9 million.
Liquidity and Capital Resources
As of September 30, 2024, our principal sources of liquidity were cash and cash equivalents of approximately $770.3 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. Cash and cash equivalents consisted of institutional money market funds, certificates of deposits, commercial paper, corporate bonds and U.S. government and agency securities that have an original maturity of less than three months and are readily convertible into known amounts of cash. Also included in cash and cash equivalents are certain money market deposit accounts and cash in transit from payment processors for credit and debit card transactions. Short-term investments consisted of commercial paper, certificates of deposit, corporate bonds, term deposits and U.S. government and agency securities, which mature in 12 months or less. Restricted cash, cash equivalents and investments consisted primarily of amounts held in separate trust accounts and restricted bank accounts as collateral for insurance purposes. 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 of our liquidity needs, and maximization of investment performance within the parameters set forth in our investment policy and subject to market conditions. The investment policy sets forth credit rating minimums, permissible allocations, and limits our exposure to specific investment types. We believe these policies mitigate our exposure to any risk concentrations.
On November 3, 2022, we entered into a Revolving Credit Agreement with certain lenders which provides for a $420 million senior secured revolving secured credit facility ("Revolving Credit Facility") maturing on the earlier of (i) November 3, 2027 and (ii) February 13, 2025, if, as of such date, 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. 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 and an unused commitment fee. The interest rate for the Revolving Credit Facility is determined based
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on calculations using certain market rates as set forth in the Revolving Credit Agreement. 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. We entered into Amendment No. 1 to the Revolving Credit Facility on December 12, 2023 and Amendment No. 2 on February 21, 2024 which amended the existing agreement to, among other things: (a) solely for the purposes of the financial covenant test, replace total leverage with total net leverage, which allows us to subtract the lesser of (i)(x) to the extent free cash flow for the most recently ended trailing four quarters is greater than $100.0 million, $300.0 million and (y) otherwise, $200.0 million and (ii) the amount of unrestricted cash and cash equivalents (as defined in the Amended Agreement) on our condensed consolidated balance sheets as of the calculation date and (b) permit us to repurchase up to a specified amount of our common stock with the proceeds of a convertible note offering.
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. 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 September 30, 2024 and December 31, 2023 were $1.2 billion and $837.3 million, respectively.
We have $1.9 billion in unrestricted cash and cash equivalents and short-term investments as of September 30, 2024. We also have the ability to borrow an aggregate principal amount of up to $420.0 million under the Revolving Credit Facility, none of which has been drawn as of September 30, 2024, and $73.0 million in letters of credit were issued under the Revolving Credit Facility as of September 30, 2024. We believe that this provides sufficient liquidity to meet our working capital, inclusive of short-term commitments such as the current portion of our convertible senior notes, and capital expenditures needs for at least the next 12 months. In the quarter ended September 30, 2024, we reported a fourth consecutive quarter of positive free cash flow and in the quarter ended June 30, 2024, we achieved net income for the first time in our operating history. We plan to continue to actively manage and optimize our cash balances and liquidity, capital expenditures, working capital and operating expenses. 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 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 first quarter of 2023. Refer to Note 12 “Restructuring” to the condensed consolidated financial statements for information regarding these reductions in workforce.
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. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. For example, we intend to invest further in EVs in order to achieve compliance with the California Clean Miles Standard which sets the target that 90% of rideshare miles in California must be in EVs by the end of 2030; the Massachusetts’ Climate Bill; New York City's goal to get to 100% of rideshare rides in EVs or wheelchair accessible vehicles by 2030, and the City of Toronto’s push to bring the industry to 100% electric by 2030. 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. In the event that we decide, or are required, to seek additional financing from outside sources, we may not be able to raise it on terms acceptable to us or at all. The terms of any additional financings or refinancings may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity or equity-linked securities, our existing stockholders could suffer dilution in their percentage ownership of us, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.
Contractual Obligations and Commitments
As of September 30, 2024, there have been no other material changes from the contractual obligations and commitments previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 3. 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.
As of September 30, 2024, we had unrestricted cash, cash equivalents and short-term investments of approximately $1.9 billion, which consisted primarily of institutional money market funds, certificates of deposits, commercial paper,
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corporate bonds, U.S. government and agency securities, and term deposits, which each carry a degree of interest rate risk, and restricted cash, cash equivalents and restricted investments of $1.5 billion. As of September 30, 2024, we had long-term debt of $1.0 billion, 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. A hypothetical 100 basis points change in interest rates would not have a material impact on our financial condition or results of operations.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of Legal Proceedings in Note 6 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. 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.
Risk 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;
•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;
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•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 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;
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•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.
Risks Related to General Economic Factors
A deterioration of general macroeconomic conditions could materially and adversely affect our business and financial results.
Our business and results of operations are subject to global economic conditions. 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. Further, changes in corporate spending, including cost-cuts and layoffs, may adversely impact business travel, commuting and other business-related expenditures and impact our Lyft Business customers. 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. 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. Many of these factors are out of our control and make it difficult to accurately forecast gross bookings, revenues and operating results, particularly in the long-term, and could negatively affect our ability to meet our target operating performance and our (and our strategic partners’) ability to make decisions about future investments and strategies. Further, we may need to make changes to our business to respond to these conditions and be able to compete effectively. For example, as a result of the increase in gas prices at certain points in 2022, in order to support drivers on our platform, we implemented a temporary per ride fuel surcharge in most markets, which we removed in September 2022. Similarly, we have adjusted our pricing in response to competitive pressures caused by changes in our marketplace, which has in the past contributed to a decline in our revenue and may cause a decline in revenue in future quarters. An economic downturn resulting in a prolonged recessionary period would likely have a further adverse effect on our revenue, financial condition and results of operations.
Our business could be adversely affected by natural disasters, public health crises, political crises, economic downturns or other unexpected events.
A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood or significant power outage, could disrupt our operations, mobile networks, the Internet or the operations of our third-party technology providers. In particular, our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity and increasingly for fires. The impact of climate change may increase these risks. In addition, any public health crises, such as the COVID-19 pandemic, other epidemics, political crises, such as terrorist attacks, war and other political or social instability and other geopolitical developments, or other catastrophic events, whether in the United States or abroad, could adversely affect our operations or the economy as a whole. For example, we have offices and employees in Belarus and Ukraine that have been and may continue to be adversely affected by the current war in the region, including displacement of our employees. The impact of any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could result in driver supply and rider demand imbalances, decreased demand for our offerings or a delay in the provision of our offerings, or increase our costs and operating expenses, which could adversely affect our business, financial condition and results of operations. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate.
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.
While we have primarily focused on ridesharing since our ridesharing marketplace launched in 2012, our business continues to evolve. We regularly expand our platform features, offerings and services and change our pricing methodologies. Through the acquisition of PBSC Urban Solutions Inc. ("PBSC") in May 2022, we expanded our business to include licensing
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of certain of our technology and sales of bikes and stations. In recent periods, we have also reevaluated and changed our cost structure and focused our business model. For example, in February 2023, we closed the sale of our vehicle service center business. Our evolving business, industry and markets make it difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced and expect to face include our ability to:
•forecast our gross bookings, revenue and operating results and budget for and manage our expenses;
•attract new qualified drivers and new riders, and retain existing qualified drivers and existing riders in a cost-effective manner;
•effectively and competitively price our services and determine appropriate pricing methodologies;
•successfully develop new platform features, offerings and services to enhance the experience of users;
•comply with existing and new or modified laws and regulations applicable to our business;
•manage our platform and our business assets and expenses in light of economic and other developments, including changes in rider behavior and demand for our services;
•plan for and manage capital expenditures for our current and future offerings, including our network of Light Vehicles and certain vehicles in the Express Drive program, and manage our supply chain and supplier relationships related to our current and future offerings;
•develop, manufacture, source, deploy, sell, maintain and ensure utilization of our assets, including our network of Light Vehicles and certain vehicles in the Express Drive program;
•anticipate and respond to macroeconomic changes and changes in market dynamics in the markets in which we operate;
•maintain and enhance the value of our reputation and brand;
•effectively manage our growth and business operations;
•successfully expand our geographic reach and manage our international operations;
•hire, integrate and retain talented people at all levels of our organization; and
•right-size our real estate portfolio.
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have an evolving financial model and operate in a rapidly evolving market, any predictions about our future gross bookings, revenue, expenses and earnings may not be as accurate as they would be if we had a static financial model or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.
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. Although our revenue has since recovered, the timeline for a full recovery of rideshare demand, driver supply and other aspects of our business in each of our markets is uncertain. Accordingly, our recent revenue growth rate and financial performance, including prior to the effects of COVID-19, the decline related to COVID-19 and recent growth rates compared to periods in the midst of the COVID-19 pandemic, may not be indicative of our future performance. Further, we have incurred net losses each year since our inception, and we expect that our financial performance, including Adjusted EBITDA, will continue to fluctuate in future periods. We can provide no assurances that we will achieve or maintain Adjusted EBITDA profitability in the future, on a quarterly or annual basis, or that we will achieve or maintain profitability on a GAAP basis.
While we remain focused on operating efficiently, our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets and continue to invest in our platform and customer engagement. In addition, certain costs, such as insurance and driver pay and incentives have increased or fluctuated as a result of the COVID-19 pandemic, macroeconomic factors and the development and maturation of our business and the rideshare industry, and may continue to do so. We may be unable to accurately predict these costs and our investments may not
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result in increased revenue or growth in our business. For example, we have incurred and will continue to incur additional costs and expenses associated with the passage of Proposition 22 in California, HB 2076 in Washington, and elsewhere, and implementation of operational changes as part of agreements with the New York and Massachusetts Attorneys General, including providing drivers in these states with new earnings opportunities and protections, including contributions towards on-the-job injury insurance, other benefits and minimum guaranteed earnings. In addition, various jurisdictions have introduced legislation setting high earnings standards and increasing other costs to the business including insurance. Due to various factors, including inflation, we anticipate that our insurance costs will continue to increase and will impact our profitability. Furthermore, we have expanded over time to include more asset-intensive offerings such as our network of Light Vehicles and Flexdrive. These offerings and programs require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets, such offerings are otherwise not successful or we decide to shut down any such offerings, our investments may not generate sufficient returns and our financial condition may be adversely affected. In addition to the above, a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters may require us to significantly alter our existing business model and operations (including potentially suspending or ceasing operations in impacted jurisdictions), increase our costs and impact our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations, and our ability to achieve or maintain profitability in the future. Additionally, stock-based compensation expense related to RSUs and other equity awards is expected to continue to be a significant expense for the foreseeable future, and as of September 30, 2024, we had $237.4 million of unrecognized stock-based compensation expense related to all unvested awards, net of estimated forfeitures, that will be recognized over a weighted-average period of approximately 1.1 years. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations could be adversely affected.
As our business evolves, our revenue growth rates and results of operations will fluctuate due to a number of reasons, which may include changes in the macroeconomic environment, slowing demand for our offerings, increasing competition or changes in market dynamics, a decrease in the growth of our overall market or market saturation, public health crises, increasing regulatory costs and challenges and resulting changes to our business model and our failure to capitalize on growth opportunities. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
We face intense competition and could lose market share to our competitors, 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 competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic or technological advantages. If we are unable to anticipate or successfully react to competitive challenges in a timely manner, our competitive position could weaken, or fail to improve, and we could experience fluctuations or a decline in market share, a decline in gross bookings, revenue or growth stagnation that could adversely affect our business, financial condition and results of operations. Our market share has fluctuated over time and we have had to take actions, such as price cuts, that have negative impacts on our financial results in the short term, either because of decreased revenue or increased investments, or both, that we believe will benefit our company in the long term.
Our main ridesharing competitor in the United States and Canada is Uber, though we also compete with other transportation network companies and taxicab and livery companies, as well as traditional automotive manufacturers and technology companies. Our main competitors in bike and scooter sharing include Lime, Bird, Fifteen, nextbike and Dott. We also compete with other manufacturers of bike and scooter sharing equipment for sales of such equipment, particularly in markets outside of the United States.
Additionally, there are other non-U.S.-based TaaS network companies, bike and scooter sharing companies, consumer vehicle rental companies, non-ridesharing transportation network companies and traditional automotive manufacturers that may expand into the United States and Canada. 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), Aurora, Baidu, General Motors (Cruise), Motional, and Tesla as well as many other technology companies and automobile manufacturers and suppliers. We anticipate continued challenges from current competitors as well as from new entrants into the TaaS market.
Certain of our competitors and potential competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories or a larger user base than we do. 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. Further, they may have greater resources to deploy towards
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the research, development and commercialization of new technologies, including autonomous vehicle technology or Light Vehicles, or they may have other financial, technical or resource advantages. These factors may allow our competitors or potential competitors to derive greater gross bookings, revenue and profits from their existing user bases, attract and retain qualified drivers and riders at lower costs, offer more attractive pricing on their platforms or respond more quickly to new and emerging technologies, revenue opportunities and trends. Our current and potential competitors may also establish cooperative or strategic relationships, or consolidate, amongst themselves or with third parties that may further enhance their resources and offerings.
We believe that our ability to compete effectively depends upon many factors both within and beyond our control, and if we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.
Our results of operations vary and are difficult to predict from period-to-period, which could cause the trading price of our Class A common stock to decline.
Our results of operations have historically varied from period-to-period and we expect that our results of operations will continue to do so for a variety of reasons, many of which are outside of our control and difficult to predict. Because our results of operations may vary significantly from quarter-to-quarter and year-to-year, the results of any one period should not be relied upon as an indication of future performance. We have presented many of the factors that may cause our results of operations to fluctuate in this “Risk Factors” section. Fluctuations in our results of operations may cause such results to fall below our financial guidance or other projections, or the expectations of analysts or investors, which could cause the trading price of our Class A common stock to decline.
The ridesharing market and the market for our other offerings, such as our network of Light Vehicles, are still in relatively early stages of growth and development and if such markets do not continue to grow, grow more slowly than we expect or fail to grow as large or otherwise develop as we expect, our business, financial condition and results of operations could be adversely affected.
Prior to COVID-19, the ridesharing market grew rapidly, but it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. In addition, the market for our other offerings, such as our network of Light Vehicles, is relatively new and unproven, and it is uncertain whether demand for bike and scooter sharing will continue to grow and achieve wide market acceptance. Our success will depend to a substantial extent on the willingness of people to widely adopt ridesharing and our other offerings across a variety of use cases. In response to the COVID-19 pandemic, we paused our Shared Rides offerings, and we were temporarily restricted from operating our scooter share program in one jurisdiction due to public health and safety measures. We had to suspend or discontinue these offerings from time to time due to various concerns. In the event of significant public health concerns, such as COVID-19, or other events beyond our control, we may be required or believe it is advisable to suspend such offerings again. If the public does not perceive ridesharing or our other offerings as beneficial, or chooses not to adopt them as a result of concerns regarding public health or safety, affordability, longer-term behavioral and social shifts due to the COVID-19 pandemic, or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms, health concerns, or otherwise, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect. 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 now offer Shared Rides exclusively in connection with business-to-business partnerships and only in select markets. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.
If we fail to cost-effectively attract and retain qualified drivers on our platform, or to increase the utilization of our platform by existing drivers, our business, financial condition and results of operations could be harmed.
Our continued growth depends in part on our ability to cost-effectively attract and retain qualified drivers who satisfy our screening criteria and procedures and to increase their utilization of our platform. To attract and retain qualified drivers, we have, among other things, offered sign-up and referral bonuses and provided access to third-party vehicle rental programs for drivers who do not have or do not wish to use their own vehicle. Drivers are generally able to switch between our platform and competing platforms. If we do not continue to provide drivers with flexibility on our platform, compelling opportunities to increase earnings and other incentive programs, such as demand-based bonuses, that are comparable or superior to those of our competitors and other companies in the app-based work industry or other industries, or if drivers become dissatisfied with our programs and benefits or our requirements for drivers, including requirements regarding the vehicles they drive, we may fail to attract new drivers, retain current drivers or increase their utilization of our platform, or we may experience complaints, negative publicity, strikes or other work stoppages that could adversely affect our users and our business. 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. Our revenue and results of operations have in prior periods been negatively impacted by supply incentives, and to the extent that driver availability remains limited and we offer increased incentives to improve supply, our revenue and results of operations may be negatively impacted in the future. Additionally, following the
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passage of Proposition 22 in California, drivers have been able to access the earning opportunities described in the ballot measure. In addition, in connection with settlements with the New York and Massachusetts Attorneys General, the Company is continuing to implement certain operational changes that entail increased costs. Further, other jurisdictions have adopted or may adopt similar laws and regulations, and we may reach similar or other settlements with other jurisdictions, any of which may increase our expenses. Litigation seeking to reclassify drivers as employees is pending and/or threatened in multiple jurisdictions, including as described in the “Legal Proceedings” subheading in Note 6, Commitments and Contingencies to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. If such litigation is successful in one or more jurisdictions, we may be required to classify drivers as employees rather than independent contractors in those jurisdictions, and we may incur significant expenses to resolve the matters at issue in the litigation. If this occurs, we may need to develop and implement an employment model that we have not historically used or to cease operations, whether temporarily or permanently, in affected jurisdictions. We may face specific risks relating to our ability to onboard drivers as employees, our ability to partner with third-party organizations to source drivers and our ability to effectively utilize employee drivers to meet rider demand.
If drivers are unsatisfied with our partners, including our third-party vehicle rental partners, our ability to attract and retain qualified drivers and to increase their utilization of our platform could be adversely affected. Further, incentives we provide to attract drivers could fail to attract and retain qualified drivers or fail to increase utilization, or could have other unintended adverse consequences. In addition, changes in certain laws and regulations, including immigration, labor and employment laws or background check requirements, may result in a shift or decrease in the pool of qualified drivers, which may result in increased competition for qualified drivers or higher costs of recruitment, operation and retention. As part of our business operations or research and development efforts, data on the vehicle may be collected and drivers may be uncomfortable or unwilling to drive knowing that data is being collected. Other factors outside of our control, such as concerns about personal health and safety, increases in the price of gasoline, vehicles or insurance, or concerns about the availability of government or other assistance programs if drivers continue to drive on our platform, may also reduce the number of drivers on our platform or their utilization of our platform, or impact our ability to onboard new drivers. If we fail to attract qualified drivers on favorable terms, fail to increase their utilization of our platform or lose qualified drivers to our competitors, we may not be able to meet the demand of riders, including maintaining a competitive price of rides to riders, and our business, financial condition and results of operations could be adversely affected.
If we fail to cost-effectively attract new riders, or to increase utilization of our platform by existing riders, our business, financial condition and results of operations could be harmed.
Our success depends in part on our ability to cost-effectively attract new riders, retain existing riders and increase utilization of our platform by current riders. Riders have a wide variety of options for transportation, including personal vehicles, rental cars, taxis, public transit and other ridesharing and bike and scooter sharing offerings. Rider preferences may also change from time to time. To expand our rider base, we must appeal to new riders who have historically used other forms of transportation or other ridesharing or bike and scooter sharing platforms. We believe that our paid marketing initiatives have been and will continue to be critical in promoting awareness of our offerings, which in turn drives new rider growth and rider utilization. However, our reputation, brand and ability to build trust with existing and new riders may be adversely affected by complaints and negative publicity about us, our offerings, our policies, including our pricing algorithms and pricing policies, the quality of our service, including timely pick-ups, drivers on our platform, or our competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new riders do not perceive the transportation services provided by drivers on our platform to be reliable, safe and affordable, or if we fail to offer new and relevant offerings and features on our platform, we may not be able to attract or retain riders or to increase their utilization of our platform. 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. In addition, we have experienced and may continue to experience seasonality in both ridesharing and Light Vehicle rentals during the winter months, which may harm our ability to attract and retain riders during such periods. We have experienced volatility in the health of our overall marketplace, and demand for our platform has not returned to pre-COVID-19 pandemic levels in all markets. We cannot predict whether these impacts will continue, including longer term. If we fail to continue to grow our rider base, retain existing riders or increase the overall utilization of our platform by existing riders, we may not be able to provide drivers with an adequate level of ride requests, and our business, financial condition and results of operations could be adversely affected. In addition, if we do not achieve sufficient utilization of our asset-intensive offerings such as our network of Light Vehicles, our business, financial condition and results of operations could be adversely affected.
We rely substantially on our wholly-owned subsidiary and deductibles to insure auto-related risks and on third-party insurance policies to insure and reinsure our operations-related risks. If our insurance or reinsurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able
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to mitigate the risks facing our business, which could adversely affect our business, financial condition and results of operations.
From the time a driver becomes available to accept rides in the Lyft Driver App until the driver logs off and is no longer available to accept rides, we, through our wholly-owned insurance subsidiary and deductibles, often bear substantial financial risk with respect to auto-related incidents, including auto liability, uninsured and underinsured motorist, auto physical damage, first party injury coverages including personal injury protection under state law and general business liabilities up to certain limits. 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 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. If any of our third-party insurance providers or administrators who handle the claim on behalf of the third-party insurance providers become insolvent, they could be unable to pay any claims that we make.
We also procure third-party insurance policies to cover various operations-related risks including employment practices liability, workers’ compensation, business interruptions, cybersecurity and data breaches, crime, directors’ and officers’ liability and general business liabilities, including product liability. For certain types of operations-related risks or future risks related to our new and evolving offerings, we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, self-insured retentions or deductibles for the coverage we do obtain. Additionally, if any of our insurance or reinsurance providers becomes insolvent, it could be unable to pay any operations-related claims that we make. Certain losses may be excluded from insurance coverage including, but not limited to losses caused by intentional act, pollution, contamination, virus, bacteria, terrorism, war and civil unrest.
The amount of one or more auto-related claims or operations-related claims has exceeded and could continue to exceed our applicable aggregate coverage limits, for which we have borne and could continue to bear a portion of the excess, in addition to amounts already incurred in connection with deductibles, self-insured retentions or otherwise paid by our insurance subsidiary. Insurance providers have raised premiums and deductibles for many types of coverages and for a variety of commercial risks and are likely to do so in the future. As a result, our insurance and claims expenses could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced to manage pricing pressure. 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.
Our actual losses may exceed our insurance reserves, which could adversely affect our financial condition and results of operations.
We establish insurance reserves for claims incurred but not yet paid and claims incurred but not yet reported and any related estimable expenses, and we periodically evaluate and, as necessary, adjust our actuarial assumptions and insurance reserves as our experience develops or new information is learned. We employ various predictive modeling and actuarial techniques and make numerous assumptions based on available historical experience and industry statistics to estimate our insurance reserves. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult, subjective and speculative. 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. Such factors can impact the reserves for claims incurred but not yet paid as well as the actuarial assumptions used to estimate the reserves for claims incurred but not yet reported and any related estimable expenses for current and historical periods. 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. 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 condensed consolidated financial statements. If we determine that our estimated insurance reserves are inadequate, we may be required to increase such reserves at the time of the determination, which could
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result in an increase to our net loss in the period in which the shortfall is determined and negatively impact our financial condition and results of operations. For example, we have in the past experienced adverse development where we have needed to increase historical reserves attributable to liabilities in prior periods.
We rely on a limited number of third-party insurance service providers for our auto-related insurance claims, and if such providers fail to service insurance claims to our expectations or we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.
We rely on a limited number of third-party insurance service providers to service our auto-related claims. 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 we cannot find alternate third-party insurance service providers on terms acceptable to us, we may incur additional expenses related to servicing such auto-related claims using internal resources.
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.
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 our Annual Report on Form 10-K. These transactions may cause us to incur additional expenses in the total cost of this risk, and we are subject to recapture of the risk if any third party reinsurer were to default on their reinsurance obligation.
Any negative publicity related to any of our third-party insurance service providers could adversely affect our reputation and brand and could potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.
Our reputation, brand and the network effects among the drivers and riders on our platform are important to our success, and if we are not able to maintain and continue developing our reputation, brand and network effects, our business, financial condition and results of operations could be adversely affected.
We believe that building a strong reputation and brand as a safe, reliable and affordable platform and continuing to increase the strength of the network effects among the drivers and riders on our platform are critical to our ability to attract and retain qualified drivers and riders. The successful development of our reputation, brand and network effects will depend on a number of factors, many of which are outside our control. 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;
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•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.
If we do not successfully maintain and develop our brand, reputation and network effects and successfully differentiate our offerings from competitive offerings, our business may not grow, we may not be able to compete effectively and we could lose existing qualified drivers or existing riders or fail to attract new qualified drivers or new riders, any of which could adversely affect our business, financial condition and results of operations. 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. If we fail to balance the interests of drivers and riders or make changes that they view negatively, drivers and riders may stop using our platform, take fewer rides or use alternative platforms, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.
Illegal, improper or otherwise inappropriate activity of users, whether or not occurring while utilizing our platform, has and could continue to expose us to liability and harm our business, brand, financial condition and results of operations.
Illegal, improper or otherwise inappropriate activities by users, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, our platform or individuals who are intentionally impersonating users of our platform could adversely affect our brand, business, financial condition and results of operations. These activities may include criminal activity such as assault, theft, unauthorized use of credit and debit cards or bank accounts, as well as other misconduct such as sharing of rider or driver accounts. While we have implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address, and are unlikely to prevent, all illegal, improper or otherwise inappropriate activity by these parties from occurring in connection with our offerings. Such conduct has and could continue to expose us to liability or adversely affect our brand or reputation. At the same time, if the measures we have taken to guard against these illegal, improper or otherwise inappropriate activities, such as our requirement that all drivers undergo annual background checks or our two-way rating system and related policies, are too restrictive and inadvertently prevent qualified drivers and riders otherwise in good standing from using our offerings, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the growth and retention of the number of qualified drivers and riders on our platform and their utilization of our platform could be negatively impacted. Further, any negative publicity related to the foregoing, whether such incident occurred on our platform, on our competitors’ platforms, or on any ridesharing platform, could adversely affect our reputation and brand or public perception of the ridesharing industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and results of operations.
We rely on third-party background check providers to screen potential and existing drivers, and if such providers fail to furnish and/or provide accurate information, or if such providers are unable to complete background checks or are delayed in completing background checks because of data access restrictions, software outages, cyber attacks, or otherwise, or if we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.
We rely on third-party background check providers to screen the records of potential and existing drivers to help identify those that are not qualified to utilize our platform pursuant to applicable laws or our internal standards. Our business has been and may continue to be adversely affected to the extent we cannot attract or retain qualified drivers as a result of such providers being unable to complete certain background checks, or being significantly delayed in completing certain background checks, because of data access restrictions, software outages, cyber attacks, unforeseen court or Department of Motor Vehicle closures, or otherwise, or to the extent that they do not meet their contractual obligations, our expectations or the requirements of applicable laws or regulations. If any of our third-party background check providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we may need to find an alternate provider, and may
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not be able to secure similar terms or replace such partners in an acceptable time frame. 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. Further, if the background checks conducted by our third-party background check providers do not meet our expectations or the requirements under applicable laws and regulations, unqualified drivers may be permitted to provide rides on our platform, and as a result, our reputation and brand could be adversely affected and we could be subject to increased regulatory or litigation exposure.
We are also subject to a number of laws and regulations applicable to background checks for potential and existing drivers on our platform. If we or drivers on our platform fail to comply with applicable laws, rules and legislation, our reputation, business, financial condition and results of operations could be adversely affected.
Any negative publicity related to any of our third-party background check providers, including publicity related to safety incidents or data security breaches or incidents, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.
Changes to our pricing could adversely affect our ability to attract or retain qualified drivers and riders.
Demand for our offerings is highly sensitive to the price of rides, the rates for time and distance driven, incentives paid to drivers and the fees we charge drivers. Many factors, including operating costs, legal and regulatory requirements or constraints and our current and future competitors’ pricing and marketing strategies including increased incentives for drivers, could significantly affect our pricing strategies. Certain of our competitors offer, or may in the future offer, lower-priced or a broader range of offerings. Similarly, certain competitors may use marketing strategies that enable them to attract or retain qualified drivers and riders at a lower cost than we do. This includes the use of algorithms to set dynamic prices for riders and earnings for drivers that are dependent on various factors, such as the route, time of day, and pick-up and drop-off locations of riders. 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. These actions may adversely affect our business and financial results and may not have the desired benefits. At times, in certain geographic markets, we have offered, and may continue to offer, driver incentives that cause the total amount of the fare that a driver retains, combined with the driver incentives a driver receives from us, to increase, at times meeting or exceeding the amount of gross bookings we generate for a given ride. Furthermore, the economic sensitivity of drivers and riders on our platform may vary by geographic location, and as we expand, our pricing methodologies may not enable us to compete effectively in these locations. Local regulations may affect our pricing in certain geographic locations, which could amplify these effects. 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 and Washington. We have tested or launched, and expect to in the future test or launch, new pricing strategies and initiatives, such as our earnings commitment, subscription packages and driver or rider loyalty programs. We have also modified, and expect to in the future modify, existing pricing methodologies, such as our up-front pricing policy. To the extent any strategies, initiatives or modifications to our pricing methodologies lead to real or perceived harm to driver earnings, our ability to attract or retain qualified drivers may be adversely affected. Any of the foregoing actions may not ultimately be successful in attracting and retaining qualified drivers and riders or may result in loss of market share, negative public perception and harm to our reputation.
While we continue to maintain that drivers on our platform are independent contractors in legal and administrative proceedings, our arguments may ultimately be unsuccessful. A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that classifies a driver utilizing a ridesharing platform as an employee, may require us to revise our pricing and earnings methodologies, or make other changes to our business and operations, to account for such a change to driver classification. Proposition 22 in California, HB 2076 in Washington and agreements with the New York and Massachusetts Attorneys General have enabled us to provide additional earning opportunities to drivers in those states, including guaranteed earnings. The transition has required, and will continue to require, additional costs and we expect to face other challenges as we transition drivers to these new models, including changes to our pricing. We have also tested or launched, and may in the future test or launch, certain changes to the rates, fees and payment structure for drivers on our platform, which may not ultimately be successful in attracting and retaining qualified drivers. Moreover, while the California Supreme Court rejected a constitutional challenge to Proposition 22 on July 25, 2024, other potential litigation to overturn Proposition 22, litigation over Lyft’s compliance with Proposition 22, or the reclassification of drivers on our platform as employees could reduce the available supply of drivers as drivers leave the platform due to the changes in flexibility under an employment model, or other changes we may need to make to our business and operations. While we do and will attempt to optimize ride prices and balance supply and demand in our ridesharing marketplace, our
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assessments may not be accurate. We have experienced in the past and may experience in the future underpricing or overpricing of our offerings due to changes we make to the technology used in our pricing. In addition, if the offerings on our platform change, then we may need to revise our pricing methodologies. 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. Any such changes to our pricing methodologies or our ability to efficiently price our offerings could adversely affect our business, financial condition and results of operations.
If we are unable to efficiently grow and further develop our network of Light Vehicles, which may not grow as we expect or become profitable over time, and manage the related risks, our business, financial condition and results of operations could be adversely affected.
While some major cities have widely adopted bike and scooter sharing, there can be no assurance that new markets we enter will accept, or existing markets will continue to accept, bike and scooter sharing, and even if they do, that we will be able to execute on our business strategy or that our related offerings will be successful in such markets. For example, although we have exclusive rights to operate bike or scooter sharing programs in certain jurisdictions, we have faced competition in contravention of such rights and have incurred costs to defend against such challenges. A negative determination in other legal disputes regarding bike and scooter sharing, including an adverse determination regarding our existing rights to operate, could adversely affect our competitive position and results of operations. Additionally, we may from time to time be denied permits to operate, or be temporarily restricted from operating due to public health and safety measures, our bike share program or scooter share program in certain jurisdictions. While we do not expect any denial or suspension in an individual region to have a material impact, these denials or suspensions in the aggregate could adversely affect our business and results of operations. Even if we are able to successfully develop and implement our network of Light Vehicles, there may be heightened public skepticism of this nascent service offering. In particular, there could be negative public perception surrounding bike and scooter sharing, including the overall safety and the potential for injuries occurring as a result of accidents involving an increased number of bikes and scooters on the road, and the general safety of the bikes and scooters themselves. 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. We expect to continue to rely on external suppliers in the future. There can be no assurance we will be able to maintain our existing relationships with these suppliers and continue to be able to source our bikes and scooters on a stable basis, at a reasonable price or at all. We also design and contract to manufacture certain assets related to our network of Light Vehicles and we rely on a small number of suppliers, and in some instances a sole supplier, for components and manufacturing services. Similarly, we rely on external vendors to provide field services to our bike and scooter operations. There can be no assurance we will be able to maintain our existing relationships with these vendors. Also, from time to time we transition these services in one or more geographies from one vendor to another, and the transition process could interrupt or otherwise adversely affect our operations.
The revenue we generate from our network of Light Vehicles fluctuates from quarter to quarter due to, among other things, seasonal factors including weather. Our limited operating history makes it difficult for us to assess the exact nature or extent of the effects of seasonality on our network of Light Vehicles, however, we generally experience a decline in demand for our bike and scooter rentals over the winter season and an increase during more temperate and dry seasons. Additionally, from time to time we may re-evaluate the markets in which we operate and the performance of our network of Light Vehicles, and we have discontinued and may in the future discontinue operations in certain markets as a result of such evaluations. For example, in July 2022, November 2022, March 2023 and September 2024, we discontinued our shared scooter programs in San Diego and Los Angeles, discontinued our shared bike and scooter program in Minneapolis, and announced we would be discontinuing our shared scooter program in Washington, D.C. and were exploring alternatives for our shared bike and scooter program in Denver, respectively, due to a number of factors including onerous contractual requirements, institutionalized theft, and lack of public investment. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.
Challenges relating to the supply chain for our Light Vehicles could adversely affect our business, financial condition and results of operations.
The supply chain for our bikes and scooters exposes us to multiple potential sources of delivery failure or shortages and our acquisition of PBSC, a producer and seller of bikes, has increased that exposure. In the event that our supply of bikes and scooters or key components is interrupted or there are significant increases in prices, our business, financial condition and results of operations could be adversely affected. Changes in business conditions, force majeure, any public health crises, such as the COVID-19 pandemic, governmental or regulatory changes and other factors beyond our control have affected and could
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continue to affect our suppliers’ ability to deliver products and our ability to deploy products to the market, or deliver products to third parties, on a timely basis.
We incur significant costs related to the design, purchase, sourcing and operations of our network of Light Vehicles and we expect to continue incurring such costs as we operate our network of Light Vehicles. The prices and availability of bikes and scooters and related products may fluctuate depending on factors beyond our control including market and economic conditions, tariffs, changes to import or export regulations and demand. Substantial increases in prices of these assets or the cost of our operations would increase our costs and reduce our margins, which could adversely affect our business, financial condition and results of operations. Further, customs authorities may challenge or disagree with our classification, valuation or country of origin determinations of our imports. 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.
Our bikes and scooters or components thereof, including bikes and scooters and components that we design and contract to manufacture using third-party suppliers, have experienced and may in the future experience quality problems, product issues or acts of vandalism or theft from time to time, which could result in decreased usage of our network of Light Vehicles or loss of our bikes or scooters. There can be no assurance we will be able to detect and fix all product issues, vandalism or theft of our Light Vehicles. Failure to do so could result in lost revenue, litigation or regulatory challenges, including personal injury or products liability claims, and harm to our reputation.
If we are unable to efficiently develop, enable, or implement partnerships with other companies to offer autonomous vehicle technologies on our platforms in a timely manner, our business, financial condition and results of operations could be adversely affected.
我們目前和過去曾與幾家公司合作開發自動駕駛汽車技術和產品。自動駕駛是一個新的不斷發展的市場，這使得它的接受度、增長、必要投資的規模和時機以及其他趨勢，包括它何時可能更廣泛或更商業化，都很難預測。我們的計劃可能不會如預期那樣執行，這將減少我們在這一領域的投資回報，我們目前或未來的合作夥伴可能決定終止或縮減與我們的合作夥伴關係。例如，2022年10月，我們的一個自動駕駛汽車合作夥伴宣佈清盤，因此我們產生了總計13570美元的減值費用萬，其中包括我們對該公司的非流通股權投資和其他資產的減值。在2021年出售5級自動駕駛汽車部門後，我們不再開發自己的自動駕駛汽車技術，因此我們必鬚髮展和保持與其他公司的合作夥伴關係，以便在我們的平臺上提供自動駕駛汽車技術，如果我們無法做到這一點，或者如果我們以較慢的速度或更高的成本這樣做，或者如果我們的技術相對於我們的競爭對手能力較弱，或者如果我們優化我們關於自動駕駛汽車技術開發的戰略的努力不成功，我們的業務、財務狀況和運營結果可能會受到不利影響。同樣，如果我們目前或未來的自動駕駛汽車技術合作夥伴被推遲或阻止開發自動駕駛汽車技術，我們的業務、財務狀況和運營結果可能會受到不利影響。例如，可用資本的普遍減少，以及監管審查的加強，可能會推遲或阻止我們的合作夥伴開發自動駕駛汽車技術。
自動駕駛汽車行業可能不會繼續發展，或者自動駕駛汽車可能不會被市場採用，這可能會對我們的前景、業務、財務狀況和經營運績產生不利影響。
我們已經投資並計劃繼續投資開發在我們的平台上使用的自動駕駛汽車相關技術。自動駕駛涉及一系列複雜的技術，包括傳感、計算和控制技術的持續發展。我們依賴於與此類技術的第三方開發商建立戰略合作夥伴關係，因為此類技術成本高昂，並且處於不同的成熟階段。無法保證這些當前或未來的合作夥伴關係將及時或根本導致開發市場可行的技術或商業成功。為了獲得認可，自動駕駛汽車技術的可靠性必須繼續進步。
自動駕駛汽車技術開發和部署面臨的其他挑戰（所有這些都超出了我們的控制範圍）包括：
•自動駕駛汽車的市場接受度;
•州、聯邦或市許可要求、安全標準和其他監管措施;
•對基礎設施進行必要的改變以實現採用;
•對電子安全和隱私的擔憂;
•自動駕駛汽車技術開發商的投資水平;以及
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•公眾對駕駛員、乘客、行人和道路上其他車輛的自動駕駛車輛安全性的看法。
有一些現有的法律、法規和標準可能適用於自動駕駛汽車技術，包括最初並不打算適用於可能沒有人類駕駛員的車輛的車輛標準。此類法規繼續快速演變，這可能會增加複雜、衝突或不一致的法規的可能性，這可能會推遲我們將自動駕駛汽車技術推向市場的能力，或者顯著增加與這一商業戰略相關的合規成本。此外，不能保證市場會接受自動駕駛汽車，也不能保證市場接受自動駕駛汽車的時機，即使接受了，也不能保證我們能夠執行我們的商業戰略，或者我們的產品將在市場上取得成功。即使自動駕駛汽車技術被成功開發和實施，公眾對這項新興技術及其採用者的懷疑也可能會加劇。特別是，公眾對自動駕駛汽車可能會有負面看法，包括自動駕駛汽車的整體安全性和因涉及自動駕駛汽車的事故而發生的傷害或死亡的可能性，以及自動駕駛汽車在市場上的廣泛採用可能導致人類司機的收入損失。這種負面的公眾認知可能來自我們平臺上的事件、我們合作夥伴或競爭對手平臺上的事件，或者更廣泛地說，圍繞自動駕駛汽車的事件。上述任何風險和挑戰都可能對我們的前景、業務、財務狀況和經營結果產生不利影響。
乘客、司機或第三方聲稱造成傷害的索賠，無論我們的平台是否在使用，都會對我們的業務、品牌、財務狀況和運營運績產生不利影響。
我們經常受到與乘客、司機或第三者受傷或死亡有關的索賠、訴訟、調查和其他法律程序的影響。我們還面臨索賠，指控我們對我們平臺上司機的行為，或與司機、乘客或第三方的行為有關的損害，或我們平臺和我們資產的管理和安全，包括犯罪活動造成的損害，負有直接或間接責任。我們也受到人身傷害索賠的影響，無論這種傷害是否實際上是由於我們平臺上的活動造成的。例如，平臺用戶和第三方過去曾就與司機或騎手的行為有關的人身傷害向我們提出法律索賠，該司機或騎手以前可能使用過我們的平臺，但在發生此類傷害時並不是這樣。我們已經產生了解決人身傷害索賠的費用，有時我們選擇和解的原因包括權宜之計、保護我們的聲譽和防止訴訟的不確定性，我們預計隨著我們的業務增長和我們面臨越來越多的公眾監督，此類費用將繼續增加。無論任何法律程序的結果如何，任何乘客、司機或第三方的任何傷害或死亡都可能導致負面宣傳，並對我們的品牌、聲譽、業務、財務狀況和運營結果造成損害。我們的保單和計劃可能無法提供足夠的承保範圍來充分減輕我們面臨的潛在責任，特別是當任何一個或一組事件可能造成不成比例的損害時，我們可能不得不為我們的承保範圍支付高額保費或免賠額，並且對於某些情況和/或索賠類別，我們可能根本無法確保承保。
隨著我們運營我們的輕型車輛網路，我們面臨著越來越多的與輕型車輛乘客受傷或死亡有關的索賠、訴訟、調查或其他法律程序，包括潛在的賠償要求。在某些情況下，我們可能被要求賠償政府實體或經營夥伴因問題引起的索賠，包括可能不在我們控制範圍內的問題，如公共通行權的狀況。任何因使用我們的輕型車輛而引起的索賠，無論是非曲直或結果如何，都可能導致負面宣傳、對我們的聲譽和品牌的損害、重大的法律、法規或財務風險或減少我們輕型車輛的使用。此外，我們使用第三方供應商和製造商設計和合同製造的自行車和滑板車，包括我們為我們設計和製造的某些資產和部件，過去存在，未來可能存在設計或製造產品問題，這也可能導致騎車者受傷或死亡。不能保證我們能夠檢測、預防或修復所有產品問題，否則可能會損害我們的聲譽和品牌，或導致人身傷害或產品責任索賠或監管程式。上述風險中的任何一項都可能對我們的業務、財務狀況和經營結果產生不利影響。
我們的輕型汽車不時出現產品問題，這在過去已經導致，未來可能導致產品召回和下架、傷害、訴訟、執法行動和監管程式，並可能對我們的業務、品牌、財務狀況和運營結果產生不利影響。
我們為我們的輕型車輛網絡設計、承包設計和製造、銷售以及直接和間接修改、維護和維修自行車和滑板車。此類自行車和滑板車過去曾存在，將來可能存在與其設計、材料或結構相關的產品問題，可能維護或維修不當，或者可能遭到破壞。這些產品問題、維護或維修不當或破壞行為過去曾意外地干擾，並且在未來可能意外地干擾自行車或滑板車的預期操作，並且已經並可能在未來導致其他安全問題，包括涉嫌傷害騎手或第三方。雖然我們，我們的合同
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製造商和我們的第三方服務提供商在我們的自行車和滑板車部署到我們的網絡或銷售之前對其進行測試，無法保證我們能夠檢測或預防所有產品問題。
未能檢測、預防、修復或及時報告真實或感知到的產品問題和破壞行為，或妥善維護或修復我們的自行車和滑板車已導致或可能導致各種後果，包括產品召回和停止服務、服務中斷、涉嫌傷害、訴訟、執法行動，包括罰款或處罰、監管程式和負面宣傳。即使騎手或第三方受傷不是由於自行車或滑板車的任何產品問題、破壞或未能正確維護或維修而造成的，我們也可能會產生辯護或和解任何索賠或回應監管詢問的費用，並且我們的品牌和聲譽可能會受到損害。上述任何風險也可能導致我們輕型汽車網絡的使用量減少，並對我們的業務、品牌、財務狀況和運營運績產生不利影響。
如果我們未能有效管理我們的增長，我們的業務、財務狀況和運營運績可能會受到不利影響。
隨著時間的推移，我們希望繼續發展我們的業務、基礎設施和運營。增長已經並可能繼續對我們的管理以及運營和財務基礎設施提出了重大要求。雖然我們在美國和國際上的員工人數不斷增加，但我們不時採取重組行動，以更好地協調我們的財務模式和業務。例如，我們不時實施削減開支，以減少運營費用並根據持續的經濟挑戰調整現金流。未來我們可能需要採取額外的重組行動，以使我們的業務與市場保持一致。我們為管理業務運營（包括員工工作場所政策）以及使我們的運營與未來增長戰略保持一致而採取的措施可能會對我們的聲譽和品牌以及我們招聘、保留和激勵高技能人才的能力產生不利影響。
我們有效管理增長和業務運營以及將新員工、技術和收購整合到現有業務中的能力，需要我們繼續擴大我們的運營和財務基礎設施，並繼續留住、吸引、培訓、激勵和管理員工。持續增長可能會給我們開發和改進運營、財務和管理控制、增強報告系統和程式、招聘、培訓和留住高技能人員以及保持用戶滿意度的能力帶來壓力。此外，如果我們不能有效管理業務和運營的增長，我們產品的質量可能會受到影響，這可能會對我們的聲譽和品牌、業務、財務狀況和運營結果產生負面影響。
任何實際或感知的安全或隱私侵犯或事件都可能中斷我們的運營、損害我們的品牌並對我們的聲譽、品牌、業務、財務狀況和運營結果產生不利影響。
我們的業務涉及收集、存儲、傳輸和其他處理用戶的個人數據和其他敏感數據。此外，我們還保留與我們的業務有關的其他機密、專有或其他敏感資訊，包括知識產權，以及我們從第三方收到的類似資訊。未經授權方過去曾通過各種手段訪問並在未來訪問我們在業務中維護或使用的系統或設施，包括未經授權進入我們的系統或設施或我們平臺上的服務提供商、合作夥伴或用戶的系統或設施，或試圖欺詐性引誘我們的員工、服務提供商、合作夥伴、用戶或其他人披露乘客姓名、密碼、支付卡資訊或其他敏感資訊，這些資訊可能被用於訪問我們的資訊技術系統，或試圖欺詐性引誘我們的員工、合作夥伴、客戶或其他人操縱支付資訊，導致欺詐性資金轉移給犯罪分子。此外，我們平臺上的用戶可能在他們自己的設備上存在與我們的系統和平臺完全無關的漏洞，但可能會錯誤地將他們自己的漏洞歸因於我們。此外，其他公司經歷的違規或事件也可能對我們不利。例如，憑據填充攻擊很常見，經驗豐富的攻擊者可以掩蓋他們的攻擊，使其難以識別和預防。某些努力可能得到國家支持或得到大量財政和技術資源的支持，這使得它們更難被髮現。
儘管我們開發了旨在保護用戶數據並防止違規和事件的系統和流程，但這些措施不能保證總體安全或防止事件影響我們的平臺。我們的資訊技術和基礎設施受到網路攻擊、入侵和事件的影響，包括勒索軟體或其他惡意軟體，這些已經並可能導致我們的運營中斷或我們的平臺不可用。此外，第三方可能能夠訪問我們用戶的個人資訊和支付卡數據，這些資訊和支付卡數據可以通過這些系統訪問。此外，隨著我們擴大我們的業務，包括許可或與第三方共享數據，在美國以外的司法管轄區擁有員工或第三方關係，或擴大員工的在家工作實踐，我們面臨的網路攻擊、入侵和事件可能會增加。由於烏克蘭戰爭等衝突，可能會增加國家行為者或其他人發動潛在網路攻擊的風險。此外，員工和服務提供商在存儲、使用或傳輸個人資訊時的錯誤、瀆職或其他漏洞、錯誤或錯誤可能會導致實際或感知的違規或事件。過去，有指控稱我們違反了限制訪問我們存儲的個人資訊的政策，我們未來可能會受到此類指控。我們的服務提供商還面臨
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各種安全威脅，我們和我們的第三方服務提供商可能沒有資源或技術成熟度來預測、預防、響應或減輕網絡攻擊或安全漏洞或事件，並且我們或他們可能在識別和響應網絡攻擊、漏洞和事件時面臨困難或延遲。
任何影響我們或與我們共享數據或代表我們處理數據的其他方的實際或預期的違規或事件可能會中斷我們的運營，導致我們的平臺不可用或以其他方式中斷，導致丟失、更改、不可用或未經授權使用、披露或其他數據處理，導致欺詐性資金轉移，損害我們的聲譽和品牌，損害我們與第三方合作夥伴的關係，導致監管調查和其他訴訟程式，私人索賠、要求、訴訟和其他程式，失去我們接受信用卡或借記卡支付的能力，增加卡處理費用，以及其他重大法律程序，監管和財務風險，並導致司機或乘客對我們的平臺失去信心或減少使用，其中任何一項都可能對我們的業務、財務狀況和運營業績產生不利影響。此外，任何影響自動駕駛車輛的實際或預期的妥協、違規或事件，無論是通過我們的平臺還是通過我們競爭對手的平臺，都可能導致法律、監管和財務風險，並導致乘客對我們的平臺失去信心，這可能會嚴重破壞我們的業務。此外，任何針對我們競爭對手的網路攻擊、入侵或事件都可能會降低人們對整個拼車行業的信心，從而降低人們對我們的信心。
我們在檢測和防止安全漏洞和其他安全相關事件時產生了巨額成本，我們預計隨著我們繼續實施旨在防止和以其他方式解決安全漏洞和事件的系統和流程，我們的成本將會增加。如果未來發生違規或事件，我們可能需要花費額外的大量資本和其他資源，以應對或防止進一步的違規或事件，這可能需要我們轉移大量資源。此外，我們可能被要求或以其他方式認為適當的方式花費大量資本和其他資源來應對、通知第三方並以其他方式解決違規或事件及其根本原因。
此外，針對基於任何實際或感知的隱私或安全漏洞或事件的索賠或訴訟進行辯護，無論其優點如何，都可能成本高昂，並轉移管理層的注意力。我們無法確定我們的保險範圍是否足以承擔此類責任，我們將繼續以商業上合理的條款提供保險，或者根本不提供保險，或者任何保險公司都不會拒絕對任何未來的索賠提供保險。成功對我們提出一項或多項超出可用保險範圍的大額索賠，或我們的保險單發生變化，包括保費增加或強制實施大額免賠額或共同保險要求，可能會對我們的聲譽、品牌、業務、財務狀況和運營結果產生不利影響。
我們主要依賴亞馬遜網絡服務在我們的平台上向用戶提供我們的產品，對我們使用亞馬遜網絡服務的任何干擾或干擾都可能會對我們的業務、財務狀況和運營結果產生不利影響。
我們目前託管我們的平臺，並使用雲基礎設施服務的第三方提供商Amazon Web Services或AWS來支持我們的運營。我們無法控制我們使用的AWS設施的運營。AWS的設施容易受到自然災害、網路攻擊、恐怖襲擊、停電和類似事件或不當行為的破壞或中斷。我們平臺的持續和不間斷的表現對我們的成功至關重要。我們已經經歷過，並預計在未來，由於各種因素，包括基礎設施變化、人為或軟體錯誤、網站託管中斷和容量限制，我們將不時在服務和可用性方面遇到中斷、延誤和中斷。此外，AWS服務級別的任何變化都可能對我們滿足用戶要求的能力產生不利影響。由於我們平臺的持續和不間斷性能對我們的成功至關重要，持續或反覆的系統故障將降低我們產品的吸引力。隨著我們的擴張和我們產品的使用增加，維護和改進我們的性能可能會變得越來越困難，特別是在使用高峰期。這些中斷產生的任何負面宣傳都可能損害我們的聲譽和品牌，並可能對我們產品的使用產生不利影響。
我們與AWS的商業協議將繼續有效，直到AWS或我們終止。AWS只有在遵守提前一年通知要求後才能為了方便而終止協議。AWS還可以因違反協議或未能支付到期款項而終止協議，但AWS須提前書面通知和30天的補救期。如果我們與AWS的協議終止或我們添加了額外的雲基礎設施服務提供商，我們可能會因轉移或添加新的雲基礎設施服務提供商而面臨巨額成本或停工時間。上述任何情況或事件都可能損害我們的聲譽和品牌，減少我們平台的可用性或使用率，導致短期收入的重大損失，增加我們的成本並損害我們吸引新用戶的能力，其中任何情況都可能對我們的業務、財務狀況和運營結果產生不利影響。
2022年2月1日，我們與AWS簽訂了商業協議的附錄，根據該附錄，我們承諾在2022年2月至2026年1月期間在AWS服務上總共花費至少3.5億美金，並承諾
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四年中每年至少8000萬美金。如果我們未能在任何一年內達到最低購買承諾，我們可能會被要求支付差額，這可能會對我們的財務狀況和運營運績產生不利影響。
我們的Express Drive計劃依賴第三方和附屬車輛租賃合作夥伴，以及第三方車輛供應、車隊管理和財務合作夥伴來支持我們的Express Drive計劃，如果我們無法管理與此類各方的關係以及與我們的Express Drive計劃相關的其他風險，我們的業務、財務狀況和運營結果可能會受到不利影響。
我們依靠第三方和附屬車輛租賃合作夥伴以及第三方車輛供應、車隊管理和金融合作夥伴為我們的Express Drive計劃向司機提供車輛。如果我們的任何第三方車輛租賃合作夥伴或第三方車輛供應、車隊管理和財務合作夥伴終止與我們的關係，或拒絕按商業合理條款與我們續簽協定，我們可能會對某些市場的司機車輛供應產生不利影響，我們可能需要尋找替代供應商，並且可能無法在可接受的時間框架內獲得類似條款或更換此類合作夥伴。同樣，如果汽車製造商宣佈召回，影響車輛或汽車零部件的使用或供應中斷，包括由於公共衛生危機，如新冠肺炎疫情，影響到這些合作夥伴車隊中的車輛，這些合作夥伴提供的車輛供應可能會受到限制。此外，2020年5月，赫茲申請破產保護，這影響了其滿足我們的Express Drive計劃要求的能力。如果我們無法以我們可以接受的條款找到替代的第三方車輛租賃提供商，或者這些合作夥伴的車隊受到車輛召回等事件的影響，我們可能無法滿足司機和消費者對租賃車輛的需求，因此，我們的平臺對合格的司機和消費者的吸引力可能會降低。此外，由於許多因素，包括我們與車輛租賃合作夥伴的協定和我們的汽車相關保險計劃，我們從Express Drive計劃中產生的保險成本比我們其他拼車市場產品的相應成本要高得多。如果Lyft獨立管理的子公司FlexDrive無法管理FlexDrive車隊的運營成本以及此類成本與向司機收取的租賃費之間的潛在缺口，Lyft和FlexDrive可能會更新與FlexDrive在Lyft的Express Drive計劃中提供的產品相關的定價方法，這可能會提高價格，進而對我們通過Express Drive計劃吸引和留住合格司機的能力產生不利影響。
與我們的任何第三方和附屬車輛租賃合作夥伴相關的任何負面宣傳，包括與質量標準或安全問題相關的宣傳，可能會對我們的聲譽和品牌產生不利影響，並可能導致監管或訴訟風險增加。上述任何風險都可能對我們的業務、財務狀況和經營運績產生不利影響。
我們的Express Drive計劃和潛在的未來車隊業務使我們面臨某些風險，包括車隊中車輛利用率的下降。
對於我們獨立管理的子公司FlexDrive為司機運營的Express Drive車輛租賃計劃，車隊的一部分來自一系列汽車製造商。此外，我們已經建立了環境計劃，可能會限制FlexDrive來源或採購的汽車製造商或車輛的範圍。如果這些汽車製造商中的任何一家大幅削減產量、增加購車成本或拒絕按照與過去協定一致的條款或價格向FlexDrive提供汽車，儘管從二手車市場採購車輛並採取其他緩解措施，FlexDrive可能無法獲得足夠數量的車輛，以便Lyft在不大幅增加車隊成本或減少銷量的情況下運營Express Drive業務。同樣，如果發生自然災害或新冠肺炎疫情等公共衛生危機等事件，使運營租賃地點變得困難或不可能，或對騎手需求產生不利影響，那麼對FlexDrive通過Express Drive計劃提供車輛租賃的需求已經並可能繼續受到不利影響，導致車隊中車輛的利用率降低。
儘管新車庫存供應正在改善，但Flexdrive此前曾經歷過並可能在未來經歷過生產和交付延遲，這可能會阻礙其滿足需求和發展車隊的能力。新車生產延遲還導致現有車輛的使用時間更長，這反過來又導致與這些車輛相關的成本增加。
二手車市場的相對實力也可能對車隊車輛的成本產生不利影響。Flexdrive目前通過拍賣、第三方經銷商和二手車市場的其他渠道銷售車輛。此類渠道可能無法產生穩定的二手車價格，而Flexdrive也經歷了二手車市場的疲軟。可能很難估計拼車使用的車輛的剩餘價值，例如通過我們的Express Drive計劃租給司機的車輛。如果Flexdrive無法以經濟高效的方式獲取和維護車隊，或者Flexdrive無法準確預測車隊中車輛的剩餘價值，我們的業務、財務狀況和運營運績可能會受到不利影響。
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我們依賴第三方支付處理器來處理乘客的付款和向我們平台上司機的付款，如果我們無法管理與此類第三方的關係和其他支付相關風險，我們的業務、財務狀況和運營運績可能會受到不利影響。
我們依賴數量有限的第三方支付處理器來處理乘客的付款以及在我們平台上向司機的付款。如果我們的任何第三方支付處理器終止與我們的關係或拒絕以商業上合理的條款續簽與我們的協議，我們將需要尋找替代支付處理器，並且可能無法獲得類似的條款或在可接受的時間內更換此類支付處理器。此外，我們的第三方支付處理器提供的軟體和服務可能無法滿足我們的期望、包含錯誤或漏洞、受到損害或經歷中斷。任何這些風險都可能導致我們失去接受在線支付或其他支付交易或及時向我們平台上的司機付款的能力，其中任何一種都可能使我們的平台對用戶的便利性和吸引力下降，並對我們吸引和留住合格司機和乘客的能力產生不利影響。
幾乎所有的乘客支付和司機支付都是通過信用卡、借記卡或第三方支付服務進行的，這使得我們必須遵守某些支付網路或服務提供商的運營規則、某些法規和欺詐風險。我們未來可能會向乘客提供新的支付選擇，這些選擇可能會受到額外的運營規則、法規和風險的約束。我們還可能受到其他一些與我們接受乘客付款有關的法律和法規的約束，包括洗錢、轉賬、隱私、數據保護和資訊安全方面的法律和法規。如果我們未能遵守適用的規則和法規，我們可能會受到民事或刑事處罰、罰款或更高的交易費，並可能失去接受在線支付或其他支付卡交易的能力，這可能會降低我們的產品對乘客的便利性和吸引力。如果這些事件中的任何一個發生，我們的業務、財務狀況和經營結果都可能受到不利影響。
例如，如果我們被視為適用法規定義的貨幣轉移者，我們可能會受到某些法律、規則和法規的約束，這些法律、規則和法規由美國的多個當局和管理機構以及許多州和地方機構執行，它們對貨幣轉移者的定義可能會有所不同。例如，某些州可能對誰有資格成為貨幣轉移者有更寬泛的看法。此外，在美國以外，我們可能會受到與提供支付和金融服務相關的額外法律、規則和法規的約束，如果我們擴展到新的司法管轄區，我們所受約束的外國法規和監管機構也將擴大。如果根據任何適用法規，我們被髮現是資金轉賬機構，而我們沒有遵守這些法規，我們可能會在一個或多個司法管轄區受到聯盟、州或當地監管機構(包括州總檢察長)以及外國監管機構徵收的罰款或其他處罰。除罰款外，對不遵守適用規則和法規的處罰可能包括刑事和民事訴訟、沒收重大資產或其他執法行動。作為監管審查的結果，我們還可能被要求對我們的業務做法或合規計劃做出改變。
對於各種支付方式，我們需要支付支付處理商、支付網路和金融機構收取的費用，如交換費和手續費。這些費用可能會增加，這可能會對我們的業務、財務狀況和運營結果產生不利影響。此外，我們的支付處理商要求我們遵守支付卡網路操作規則，這些規則由支付卡網路制定和解釋，其中包括遵守安全標準的要求。支付卡網路可能採用新的運營規則或解釋或重新解釋現有規則，這些規則可能會禁止我們向某些用戶提供某些產品、實施成本高昂或難以遵守，並且如果我們未能或被指控未能遵守支付卡網路的適用規則或要求，我們可能會被罰款或收取更高的交易費，並可能失去接受在線支付或其他支付卡交易的能力。我們已同意，如果我們或我們平臺上的用戶違反這些規則，我們將補償我們的支付處理商的罰款，他們將由支付卡網路進行評估。上述風險中的任何一項都可能對我們的業務、財務狀況和經營結果產生不利影響。
我們依賴其他第三方服務提供商，如果此類第三方不充分履行或終止與我們的關係，我們的成本可能會增加，我們的業務、財務狀況和運營運績可能會受到不利影響。
我們的成功在一定程度上取決於我們與其他第三方服務提供商的關係。例如，我們依賴第三方授權的第三方加密和身分驗證技術，這些技術旨在安全地傳輸我們平臺上司機和乘客提供的個人資訊。此外，我們不時就新技術的開發、我們合格司機基礎的增長、為我們平臺上的用戶提供新的或增強的產品以及我們向新市場的擴張而建立戰略商業合作夥伴關係。如果我們的任何合作夥伴終止了與我們的關係，或拒絕以商業上合理的條款與我們續簽協定，我們將需要尋找替代供應商，並且可能無法在可接受的時間範圍內獲得類似條款或更換此類供應商。同樣，如果我們的戰略合作夥伴遭遇運營中斷，我們繼續提供某些產品的能力可能會受到限制。如果我們找不到替代合作夥伴，我們可能無法滿足對這些產品的需求，因此，這些產品和我們的平臺可能會變得不那麼有吸引力。我們還依賴第三方提供的其他軟體和服務，如通信和內部軟體，我們的業務可能是
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如果此類軟體和服務不符合我們的期望、包含錯誤或漏洞、受到損害或中斷，就會受到不利影響。任何這些風險都可能增加我們的成本，並對我們的業務、財務狀況和運營運績產生不利影響。此外，與我們的任何第三方合作夥伴相關的任何負面宣傳，包括與質量標準或安全問題相關的任何宣傳，都可能對我們的聲譽和品牌產生不利影響，並可能導致監管或訴訟風險增加。此外，在某些情況下，我們依賴這些第三方合作夥伴來提供對我們的業務管理重要的某些數據。數據錯誤或未能及時提供數據可能會對我們管理業務的能力產生不利影響，並可能影響我們財務報告的準確性。
我們使用來自第三方的技術和知識產權，並將其納入我們的平臺、產品和服務。我們不能確定此類技術、知識產權或第三方沒有侵犯他人的知識產權，或者這些第三方在我們可能運營的所有司法管轄區擁有足夠的技術或知識產權權利。為方便起見，我們的許可方可能會終止我們的某些許可協定。如果我們因第三方對我們的供應商和許可人或我們提出的知識產權侵權索賠而無法獲得或維護任何此類技術的權利，或者如果我們無法繼續獲得技術或以商業合理的條款簽訂新協定，我們開發包含該技術的平臺或產品或使用該技術提供服務的能力可能會受到嚴重限制，我們的業務可能會受到損害。此外，如果我們無法從第三方獲得必要的技術，我們可能被迫獲取或開發替代技術，這可能需要大量的時間和精力，可能會降低質量或性能標準，並可能使我們面臨上一段中討論的目前由第三方承擔的某些風險。這將限制和推遲我們提供新的或有競爭力的產品的能力，並增加我們的成本。如果無法獲得或開發替代技術，或者如果我們無法以商業合理的風險水準開發此類替代技術，我們可能無法提供某些功能作為我們產品的一部分，這可能會對我們的業務、財務狀況和運營結果產生不利影響。
我們的廣告業務Lyft Media剛剛起步，面臨各種風險和不確定性，這可能會對我們的業務和財務業績產生不利影響。
我們引入了Lyft Media，這是一家媒體和廣告企業，我們從通過我們平台上的各種產品做廣告的第三方那裡賺取收入。我們在平台上提供媒體和廣告方面的經驗和運營歷史有限，而且我們開發Lyft Media和創造收入的努力仍處於早期階段。我們可能永遠不會產生足夠的收入來抵消我們的投資或實現我們預期的回報。
Lyft Media以及我們從Lyft Media產生和增加收入的能力受到各種風險和不確定性的影響，包括：
•我們吸引和留住廣告商的能力，特別是因為我們的廣告商對我們沒有長期承諾;
•我們以有效的方式投放廣告的能力;
•我們有效競爭廣告支出的能力，包括我們創造對廣告商有價值的產品和產品的能力;
•廣告支出的季節性、周期性或其他變化的影響，包括宏觀經濟狀況的影響;
•我們或第三方提供的分析和測量解決方案的可用性、準確性、實用性和安全性，這些解決方案證明了我們的廣告對營銷人員的價值，或我們進一步改進此類工具的能力;
•我們未能增加與Lyft Media互動的乘客數量;
•我們的觀眾人口結構的變化使我們對廣告商的吸引力減弱;
•與廣告相關的不利法律發展，包括與廣告定位和衡量工具有關的不利法律發展;
•由於硬體、軟體或網絡限制，我們無法投放廣告;
•第三方政策的變化，例如移動終端作業系統的變化，允許用戶更輕鬆地選擇退出跨設備的活動跟蹤，從而對我們訪問和使用用戶數據施加了更嚴格的限制，這可能會對衡量、交付和選擇要投放的廣告的能力產生負面影響;
•與信息的收集、使用和其他處理以及其他隱私考慮相關的監管、立法和行業發展，包括與廣告定位和衡量工具相關的法規;
•我們可能做出的產品變更或廣告庫存管理決定，從而改變Lyft Media上顯示的廣告的類型、大小或頻率;
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•涉及我們、我們的業務或我們平台上的廣告商的負面媒體報導或其他負面宣傳，可能影響我們的品牌和聲譽以及廣告商在我們平台上投放廣告的意願;
•我們平台上展示的廣告造成的任何責任、品牌或聲譽損害;
•與管理、銷售廣告或以其他方式在Lyft Media生態系統中提供服務的第三方協議相關的任何不確定性;
•廣告商可能不同意重新格式化或更改其廣告以遵守我們的指導方針;
•任何因廣告而引起的司機、騎手或第三方不滿;以及
•我們增加或維持司機採用和Lyft Media產品使用的能力。
這些和其他因素可能會損害我們的Lyft Media業務以及我們的Lyft Media業務實現我們預期的投資回報的能力，這可能會損害我們的業務。
人工智慧和機器學習的使用可能會帶來額外的風險，包括與算法開發或使用、使用的數據集和/或複雜的、不斷發展的監管環境相關的風險。
我們將人工智慧(AI)(包括機器學習和自動化決策)用於我們的內部工作流程和生產力，以及我們的平臺、產品、服務和功能，這可能會帶來額外的風險，包括使用過程中固有的風險。我們正在進行投資，以擴展我們在我們的平臺、產品、服務和功能方面的人工智慧能力，包括持續部署和改進現有的機器學習和人工智慧技術，以及使用人工智慧技術開發新功能，例如，生成性人工智慧。人工智慧算法或數據的自動處理可能存在缺陷，數據集可能不足或包含不準確或有偏見的資訊，這可能會造成歧視性結果。人工智慧算法可能使用知識產權或利益不明確的第三方輸入。生成性和其他人工智慧輸出的知識產權所有權和許可權，包括版權，尚未得到法院的充分解釋，也沒有得到聯盟或州法規的充分解決。美國和其他國家正在考慮專門針對人工智慧的全面法律合規框架，這一趨勢可能會增加，因為歐盟已經在其人工智慧法案中採用了第一個這樣的框架。此外，可能還有來自政府機構的額外立法或法規，類似地對人工智慧施加合規義務。我們或我們的服務提供商未能或被認為未能遵守此類要求，可能會對我們的業務產生不利影響。我們或其他人使用或管理人工智慧，包括基於自動處理或剖析的決定、不適當或有爭議的數據做法，或關於機器學習、自動決策制定和算法的披露不足，已經並可能損害人工智慧解決方案的可操作性或接受性，或使我們面臨訴訟、監管調查或其他損害，如對我們知識產權或我們品牌價值的負面影響。這些缺陷還可能破壞人工智慧應用程式產生的決策、預測或分析，或者導致無意的偏見和歧視，使我們受到競爭損害、法律責任以及品牌或聲譽損害。人工智慧的快速發展可能需要我們分配額外的資源來幫助實施人工智慧，以將意外或有害的影響降至最低，還可能需要我們在開發專有數據集、機器學習模型或其他系統方面進行額外投資，這可能是昂貴的。
如果我們無法在我們的平台上成功開發新產品並增強我們的現有產品，我們的業務、財務狀況和運營運績可能會受到不利影響。
我們能否吸引新的合格司機和新乘客，留住現有的合格司機和現有乘客，以及提高我們產品的利用率，在一定程度上將取決於我們能否成功地創建和推出新產品，以及改進和增強我們現有的產品。因此，我們可能會對現有產品進行重大更改，或開發和推出未經驗證的新產品。如果這些新的或增強的產品不成功，包括由於無法獲得和維護所需的許可或授權或其他監管限制，或者因為它們未能為我們的投資產生足夠的回報，我們的業務、財務狀況和運營結果可能會受到不利影響。此外，有關服務或平臺功能的新驅動因素或乘客需求、競爭優勢產品的可用性或我們產品質量的惡化，或者我們快速高效地將新的或增強的產品推向市場的能力，可能會對我們平臺的吸引力和我們業務的經濟性產生負面影響，並要求我們對我們的產品或業務模式進行重大更改和額外投資。此外，我們還經常試驗和測試不同的產品和營銷策略。例如，在2023年9月，我們推出了女性+連接，目標是通過幫助女性和非二元司機與女性和非二元乘客匹配，增加平臺上的女性司機。2023年12月，我們開始試驗一款新的價格鎖定產品，該產品於2024年7月推出。價格鎖允許乘客購買月度訂閱，該訂閱在指定的一小時時間窗口內為指定路線的價格設置上限。此外，在2024年2月，我們推出了司機收入承諾，承諾司機將在扣除外部費用後每週支付乘客費用的至少70%。如果司機的周收入低於70%的承諾，他們將收到差額的實實在在的補償。任何嚴重無法兌現承諾的情況都可能導致品牌和聲譽損害，並造成潛在的法律風險。如果這些實驗和測試不成功，或者如果我們根據這些實驗的結果推出的產品和策略
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並且測試表現不佳，我們吸引新合格司機和新乘客、保留現有合格司機和現有乘客以及維持或提高我們產品利用率的能力可能會受到不利影響。
在我們的平臺上開發和推出新產品或對現有產品進行增強涉及重大風險和不確定因素，包括與現有和潛在的未來司機和乘客接受該產品相關的風險、運營複雜性的增加、在實施該產品或增強產品時出現的意想不到的延遲或挑戰、對我們運營和內部資源的壓力增加(包括損害我們準確預測乘客需求和使用我們平臺的司機數量的能力)、我們對戰略商業合作夥伴關係的依賴，以及在該等新產品或增強產品被視為不成功時的負面宣傳。我們的業務規模迅速擴大，過去和未來的重大新舉措都帶來了影響我們業務的運營挑戰。此外，開發和推出新產品以及對現有產品的改進可能涉及大量前期資本投資，而此類投資可能不會產生足夠的投資回報。此外，我們可能會不時重新評估、停止和/或減少這些投資，並決定停止一項或多項服務。例如，我們關閉了最初於2021年推出的車輛服務和停車服務。任何前述風險和挑戰都可能對我們吸引和留住合格司機和乘客的能力、我們提高產品利用率的能力以及我們對預期運營結果的可見性產生負面影響，並可能對我們的業務、財務狀況和運營結果產生不利影響。此外，由於我們專注於長期建設我們的社區和生態系統，我們的短期運營結果可能會受到我們對未來的投資的影響。
如果我們無法成功管理與多式聯運平台相關的複雜性，我們的業務、財務狀況和運營結果可能會受到不利影響。
我們的擴張，無論是通過我們的第一方產品，還是通過我們的合作夥伴提供的第三方產品，進入自行車和滑板車共享、其他交通工具和車輛租賃計劃，都增加了我們業務的複雜性。這些新產品要求我們開發新的專業知識以及營銷和運營戰略，並使我們面臨新的法律、法規和風險。例如，我們的WAIT&SAVE服務允許乘客選擇更長的等待時間，但支付的車費低於標準乘車，而司機的收入與標準乘車相同，這涉及預測司機未來位置的內在挑戰。我們還面臨這樣的風險，即我們的輕型車輛網路、我們附近的交通服務(將第三方公共交通數據整合到Lyft應用程式中)以及其他未來的交通服務可能會減少我們拼車服務的使用。此外，我們會不時在我們的多式聯運平臺上重新評估我們的產品，並在過去決定並可能再次決定停止或修改產品或某些功能。這些行動可能會在短期內對收入造成負面影響，從長遠來看，可能不會提供我們預期的好處。如果我們不能成功管理與我們不斷擴展的多式聯運平臺相關的複雜性，包括我們新的和不斷發展的產品對我們現有業務的影響，我們的業務、財務狀況和運營結果可能會受到不利影響。
我們的指標和估計，包括本報告中包含的關鍵指標，在測量方面受到固有的挑戰，這些指標中的真實或感知的不準確可能會損害我們的聲譽並對我們的業務產生負面影響。
我們定期審查並可能調整我們計算指標的流程，這些指標用於評估我們的增長、衡量我們的業績和做出戰略決策。這些指標是使用公司內部數據計算的，沒有經過第三方評估。由於方法或我們所依賴的假設的不同，我們的指標可能與第三方發佈的估計或競爭對手的類似名稱的指標不同，我們可能會對我們的指標計算流程進行重大調整，以提高準確性、反映新獲得的資訊、解決我們方法中的錯誤或其他原因，這可能會導致我們的指標發生變化。我們披露的有關我們潛在市場的規模和預期增長的估計和預測可能被證明是不準確的。即使我們競爭的市場達到了我們預測的規模和增長，我們的業務也可能無法以類似的速度增長，如果有的話。此外，隨著我們業務的發展，如果我們改變我們管理業務的方式以使新的指標合適，如果我們確定需要修訂以準確或適當地衡量我們的業績，或者如果一個或多個指標不再代表評估我們業務的有效方式，我們可能會引入、修訂或停止報告某些指標。如果投資者或分析師不認為我們的指標準確反映了我們的業務，或者將我們的指標與第三方估計或我們的競爭對手或行業內其他類似名稱的指標進行比較，而這些指標不是以相同的基礎計算的，或者如果我們發現我們的指標中存在重大不準確，那麼我們A類普通股的交易價格以及我們的業務、財務狀況和運營結果可能會受到不利影響。
任何未能提供高質量用戶支持的行為都可能會損害我們與用戶的關係，並可能對我們的聲譽、品牌、業務、財務狀況和運營結果產生不利影響。
我們吸引和留住合格司機和乘客的能力在一定程度上取決於我們產品的易用性和可靠性，包括我們提供高質量支持的能力，包括面對面和遠程支持。我們平台上的用戶依靠我們的支持組織來解決與我們的產品相關的任何問題，例如被多收費
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乘車、將東西留在駕駛員的車輛中或報告安全事件。我們提供有效、及時支持的能力在很大程度上取決於我們吸引和留住有資格支持用戶且對我們的產品有足夠了解的服務提供商的能力。隨著我們不斷發展業務和改進產品，我們將面臨與大規模提供優質支持服務相關的挑戰。如果我們擴大國際騎手基礎和平台上的國際司機數量，我們的支持組織將面臨額外的挑戰，包括與以英語以外的語言提供支持相關的挑戰。任何未能提供高效有效的用戶支持的行為，或者市場認為我們沒有保持高質量支持的行為，都可能會對我們的聲譽、品牌、業務、財務狀況和運營結果產生不利影響。
未能有效處理欺詐行為可能會損害我們的業務。
我們過去曾因各種欺詐行為蒙受損失，未來也可能因此蒙受損失，包括使用被盜或欺詐的信用卡數據、乘客未經授權付款的索賠、乘客資金不足的企圖付款、司機、乘客或第三方的欺詐行為，以及乘客與司機聯手的欺詐行為。不良行為者使用日益複雜的方法從事非法活動，包括涉及個人資訊的活動，如未經授權使用他人的身分、賬戶資訊或支付資訊，以及未經授權獲取或使用信用卡或借記卡詳細資訊、銀行賬戶資訊和手機號碼和賬戶。在目前的信用卡支付做法下，即使相關金融機構批准了信用卡交易，我們也可能對在我們的平臺上使用欺詐性信用卡數據提供便利的乘車行為負責。儘管我們已採取措施檢測和減少我們平臺上的欺詐或其他惡意活動的發生，但我們不能保證我們的任何措施都將有效或將有效地擴展到我們的業務。我們無法充分發現或防止欺詐性交易，可能會損害我們的聲譽或品牌，導致訴訟或監管行動，並導致可能對我們的業務、財務狀況和運營結果產生不利影響的費用。
We have also incurred, and may in the future incur, losses from fraud and other misuse of our platform by drivers and riders. As an example of losses, we have previously and continue to experience reduced revenue from actual and alleged unauthorized rides fulfilled and miles traveled in connection with our Concierge offering. If we are unable to adequately anticipate and address such misuse either through increased controls, platform solutions or other means, our partner relationships, business, financial condition and results of operations could be adversely affected.
If we fail to effectively balance driver supply and rider demand on our Wait & Save and Priority Pickup offerings, our business, financial condition and results of operations could be adversely affected.
If we fail to efficiently balance driver supply and rider demand on our Wait & Save and Priority Pickup offerings and manage the related pricing methodologies and logistics, our business, financial condition and results of operations could be adversely affected. Wait & Save enables riders to opt for a longer wait time but pay a lower fare than for a Standard ride, while drivers earn the same as they do for a Standard ride. Priority Pickup enables riders to pay an additional fee for prioritized ride matching with the goal of achieving a shorter wait time. Both Priority Pickup and Wait & Save allow for the rider to be matched with the best-located driver and involve inherent challenges in predicting the future location of drivers. 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.
With our up-front pricing methodology, we quote a price to riders of our ridesharing offering before they request a ride. We earn platform and service fees from drivers. Service fees are a set fee per ride. Platform fees are variable fees, based upon the amount paid by a rider, which is generally based on an up-front quoted fare, less the amount earned by the driver (which is based on one or both of the following: (a) the actual time and distance for the trip, or (b) an up-front fare), the service fee, any applicable driver bonuses or incentives, and any pass-through amounts paid to drivers and third parties. For more information on platform fees, see our Terms of Service, including the Driver Addendum. As we do not control the driver’s actions at any point in the transaction to limit the time and distance for the trip, we take on risks related to the driver’s actions which may not be fully mitigated. Additionally, Shared Rides, a limited-scope offering for business-to-business partnerships in select markets, enables unrelated parties traveling along similar routes to generate a discounted fare at the cost of possibly longer travel times. The fare charged for the Shared Ride is decoupled from the payment made to the driver as we do not adjust the driver payment based on the success or failure of a match. We may incur a loss from a transaction where an up-front quoted fare paid by a rider is less than the amount we committed to the driver. 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. From time to time we adjust our prices due to these factors, which may harm our results of operations. We also utilize certain AI and machine-learning technologies and algorithms to optimize our pricing and marketplace. Errors in AI, machine-learning technologies, algorithms, or the inputted data, including insufficient data sets or biased information, or the processing of the data may lead to
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discriminatory or other adverse outcomes. In July 2024, we launched a new price lock product that allows riders to purchase a monthly subscription that caps the price for a specified route during a specified one-hour time window, subject to a maximum amount of savings in any given month. With the price lock product, if we set the capped prices too low or too high compared to actual on-demand prices, we may incur losses or it may negatively impact subscriber growth. 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.
We believe that our company culture, which promotes authenticity, empathy and support for others, has been critical to our success. 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.
From time to time, we have undertaken workforce reductions in order to better align our operations with our strategic priorities, manage our cost structure or in connection with acquisitions. For example, in response to the effects of the macroeconomic environment and efforts to reduce operating expenses, we have from time to time implemented reductions in force. These actions may adversely affect employee morale, our culture and our ability to attract and retain personnel. If we are not able to maintain our culture, our business, financial condition and results of operations could be adversely affected.
We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and results of operations could be adversely affected.
Our success depends in part on the continued service of our senior management team, key technical employees and other highly skilled personnel and on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. In the second quarter of 2023, our co-founders, Logan Green and John Zimmer, transitioned from their management roles and David Risher, a member of our board of directors, became Chief Executive Officer. We have also experienced transitions in other executive leadership roles, including our President and Chief Financial Officer. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs and actions we take in response to economic and other factors impacting our business may harm our reputation or impact our ability to recruit qualified personnel in the future. Also, all of our U.S.-based employees, including our management team, work for us on an at-will basis, and there is no assurance that any such employee will remain with us. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.
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We face intense competition for highly skilled personnel, especially in the San Francisco Bay Area where we have a substantial presence and need for highly skilled personnel. 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. Job candidates and existing personnel often consider the value of the equity awards they receive in connection with their employment. The decline in our stock price and our cost reduction initiatives may adversely affect our ability to attract and retain highly qualified personnel, and we may experience increased attrition or we may need to provide additional cash or equity compensation to retain employees. Certain of our employees have received significant proceeds from sales of our equity in private transactions and many of our employees have received and may continue to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time and resources to identify, recruit, train and integrate such employees, and we may never realize returns on these investments. If we are unable to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could adversely affect our business, financial condition and results of operations.
Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.
Our business depends on users’ access to our platform via a mobile device and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand internationally. Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions that degrade, disrupt or increase the cost of users’ ability to access our platform. In addition, the Internet infrastructure that we and users of our platform rely on in any particular geographic area may be unable to support the demands placed upon it. Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect our results of operations.
Moreover, we are subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our business practices or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, information security, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, web and app accessibility, antitrust and competition, the provision of online payment services, unencumbered Internet access to our offerings and the characteristics and quality of online offerings, among other things. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation and brand, a loss in business and proceedings or actions against us by governmental entities or others, which could adversely impact our results of operations.
We rely on mobile operating systems and application marketplaces to make our apps available to the drivers and riders on our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.
We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our apps available to the drivers and riders on our platform. Any changes in such systems and application marketplaces that degrade the functionality of our apps or give preferential treatment to our competitors’ apps could adversely affect our platform’s usage on mobile devices. If such mobile operating systems or application marketplaces limit or prohibit us from making our apps available to drivers and riders, make changes that degrade the functionality of our apps, increase the cost of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace is more prominent than the placement of our apps, overall growth in our rider or driver base could slow. Our apps have experienced fluctuations in the number of downloads in the past, and we anticipate similar fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.
As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our apps. Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance drivers’ and riders’ experience. If drivers or riders on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition and results of operations could be adversely affected.
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We depend on the interoperability of our platform across third-party applications and services that we do not control.
We have integrations with a variety of productivity, collaboration, travel, data management and security vendors. As our offerings expand and evolve, including to the extent we continue to develop autonomous technology, we may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products and services are constantly evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with third-party offerings following development changes. In addition, some of our competitors or technology partners may take actions which disrupt the interoperability of our platform with their own products or services, or exert strong business influence on our ability to, and the terms on which we operate and distribute our platform. As our respective products evolve, we expect the types and levels of competition to increase. Should any of our competitors or technology partners modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services, our products, platform, business, financial condition and results of operations could be adversely affected.
Defects, errors or vulnerabilities in our applications, backend systems or other technology systems and those of third-party technology providers, or system failures and resulting interruptions in our availability or the availability of other systems and providers, could harm our reputation and brand and adversely impact our business, financial condition and results of operations.
The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. We rely heavily on a software engineering practice known as “continuous deployment,” which refers to the frequent release of our software code, sometimes multiple times per day. This practice increases the risk that errors and vulnerabilities are present in the software code underlying our platform. The third-party software that we incorporate into our platform may also be subject to errors or vulnerability. Any errors or vulnerabilities discovered in our code or from third-party software after release could result in negative publicity, a loss of users or loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a security breach or incident. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.
Further, our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.
We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events have resulted in, and similar future events could result in, losses of revenue or additional costs and expenses. A prolonged interruption in the availability or reduction in the availability, speed or other functionality of our offerings could adversely affect our business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the users using our platform, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for us to address.
Our platform contains third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.
Our platform and offerings contain software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform and offerings.
Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.
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Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.
Although we have policies and processes for using open source software to avoid subjecting our platform and offerings to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform and offerings. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. 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.
Our presence outside the United States and our international expansion strategy will subject us to additional costs and risks and our plans may not be successful.
Since 2017, we have provided and expanded our offerings in international markets. In addition, we have several international offices that support our business. We also transact internationally to source and manufacture bikes and scooters and may increase our business in international regions in the future. 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. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:
•recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;
•competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness;
•differing demand dynamics, which may make our offerings less successful;
•public health concerns or emergencies, such as pandemics and other highly communicable diseases or viruses;
•complying with varying laws and regulatory standards, including with respect to privacy, data protection, cybersecurity, tax, trade compliance, anti-bribery and anti-corruption, insurance, and local regulatory restrictions and disclosure requirements;
•ineffective legal protection of our intellectual property rights in certain countries or theft or unauthorized use or publication of our intellectual property and other confidential business information;
•obtaining any required government approvals, licenses or other authorizations;
•varying levels of Internet and mobile technology adoption and infrastructure;
•currency exchange restrictions or costs and exchange rate fluctuations;
•political, economic, or social instability, which has caused disruptions in certain of our office locations, including in Belarus and Ukraine as a result of the war;
•tax policies, treaties or laws that could have an unfavorable business impact; and
•limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.
Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake may not be successful, which may result in shutting down international operations or closing international offices, which could result in additional costs and cash requirements, any of which may harm our business, financial condition and results of operations. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition and results of operations could be adversely affected.
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In addition, international expansion has increased our risks in complying with laws and standards in the U.S. and other jurisdictions, including with respect to customs, anti-corruption, anti-bribery, political activity, export controls and trade and economic sanctions. Continued international expansion, including possible engagement with foreign government entities and organizations as customers for our Light Vehicle offerings, including bike-share products through PBSC, may further increase such compliance risks. We cannot assure you that our employees and agents will not take actions in violation of applicable laws, for which we may be ultimately held responsible. In particular, any violation of applicable anti-corruption, anti-bribery, lobbying, export controls, sanctions and similar laws could result in adverse media coverage, investigations, significant legal fees, loss of export privileges, severe criminal or civil penalties or suspension or debarment from U.S. government contracts, and/or substantial diversion of management’s attention, all of which could have an adverse effect on our reputation, brand, business, financial condition and results of operations.
Risks Related to Regulatory and Legal Factors
Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition and results of operations.
We are subject to a wide variety of laws in the United States and other jurisdictions. 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, 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. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.
The ridesharing industry, Light Vehicle sharing industry and our business model are relatively nascent and rapidly evolving. When we introduced a peer-to-peer ridesharing marketplace in 2012, the laws and regulations in place at the time did not directly address our offerings. Laws and regulations that were in existence at that time, and some that have since been adopted, were often applied to our industry and our business in a manner that limited our relationships with drivers or otherwise inhibited the growth of our ridesharing marketplace. We have been proactively working with federal, state and local governments and regulatory bodies to ensure that our ridesharing marketplace and other offerings are available broadly in the United States and Canada. In part due to our efforts, a large majority of U.S. states have adopted laws related to TNCs to address the unique issues of the ridesharing industry. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to our industry and related technologies. As we expand our business into new markets or introduce new offerings into existing markets, regulatory bodies or courts may claim that we or users on our platform are subject to additional requirements, or that we are prohibited from conducting our business in certain jurisdictions, or that users on our platform are prohibited from using our platform, either generally or with respect to certain offerings. Certain jurisdictions and governmental entities, including airports, require us to obtain permits, pay fees or comply with certain reporting and other operational requirements to provide our ridesharing, bike and scooter sharing, and Flexdrive offerings. These jurisdictions and governmental entities may reject our applications for permits, revoke or suspend existing or deny renewals of permits to operate, delay our ability to operate, increase their fees, charge new types of fees, or impose fines and penalties, including as a result of errors in, or failures to comply with, reporting or other requirements related to our product offerings. Any of the foregoing actions by these jurisdictions and governmental entities could adversely affect our business, financial condition and results of operations.
Recent financial, political and other events have increased the level of regulatory scrutiny on larger companies, technology companies in general and companies engaged in dealings with independent contractors, such as ridesharing and delivery companies. Regulatory bodies may enact new laws or promulgate new regulations that are adverse to our business, or, due to changes in our operations and structure or partner relationships as a result of changes in the market or otherwise, they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to our business. See the risk factor entitled “Challenges to contractor classification of drivers that use our platform may have adverse business, financial, tax, legal and other consequences to our business.” Such regulatory scrutiny or action may create different or conflicting obligations from one jurisdiction to another, and may have a negative outcome that could adversely affect our business, operations, financial condition, and results of operations. 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
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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. These activities may not be successful, and any negative outcomes could adversely affect our business, operations, financial condition and results of operations.
Our industry is increasingly regulated. We have been subject to intense regulatory pressure from state, provincial and municipal regulatory authorities across the United States and Canada, and a number of them have imposed limitations on ridesharing and bike and scooter sharing, and certain jurisdictions have adopted rules governing minimum driver earnings for ridesharing platforms. Other jurisdictions in which we currently operate or may want to operate have and could continue to consider legislation regulating driver earnings. We could also face similar regulatory restrictions from foreign regulators as we expand operations internationally, particularly in areas where we face competition from local incumbents. In addition, we may face regulations relating to new or developing technologies. For example, the European Union has adopted the Artificial Intelligence Act, which will impose operational and regulatory requirements relating to the use of AI technologies, and other jurisdictions may adopt laws and regulations relating to AI. Adverse changes in laws or regulations at all levels of government or bans on or material limitations to our offerings could adversely affect our business, financial condition and results of operations.
Our success, or perceived success, and increased visibility has driven, and may continue to drive, some businesses that perceive our business model negatively to raise their concerns to local policymakers and regulators. These businesses and their trade association groups or other organizations have and may continue to take actions and employ significant resources to shape the legal and regulatory regimes in jurisdictions where we may have, or seek to have, a market presence in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede our business and the ability of drivers and riders to utilize our platform.
Any of the foregoing risks could harm our business, financial condition and results of operations.
Challenges to contractor classification of drivers that use our platform may have adverse business, financial, tax, legal and other consequences to our business.
We are regularly subject to claims, lawsuits, arbitration proceedings, administrative actions, government investigations and other legal and regulatory proceedings at the federal, state and municipal levels challenging the classification of drivers on our platform as independent contractors. The tests governing whether a driver is an independent contractor or an employee vary by governing law and are typically highly fact sensitive. Laws and regulations that govern the status and misclassification of independent contractors are subject to changes and divergent interpretations by various authorities which can create uncertainty and unpredictability for us. For more information regarding the litigation in which we have been involved, see the “Legal Proceedings” subheading in Note 6. Commitments and Contingencies to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. Further, in 2021, the U.S. Secretary of Labor expressed his view that in some cases “gig workers should be classified as employees” and that further review was ongoing. On January 10, 2024, the U.S. Department of Labor issued a new final rule containing interpretive guidance for the classification of workers as employees or independent contractors, reverting back to a multi-factor “economic realities” test to determine if a worker was properly classified under the federal Fair Labor Standards Act (“FLSA”). The rule became effective on March 11, 2024, and is currently under legal challenges. On June 13, 2023, the National Labor Relations Board (“NLRB”) issued a ruling in Atlanta Opera, reverting back to a more expansive federal test for classifying independent contractors under the National Labor Relations Act (“NLRA”), the federal law that governs collective bargaining. We continue to maintain that drivers on our platform are independent contractors in such legal and administrative proceedings and intend to continue to defend ourselves vigorously in these matters, as applicable, but our arguments may ultimately be unsuccessful. A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, related to driver classification matters, could harm our business, financial condition and results of operations, including as a result of:
•monetary exposure arising from or relating to alleged failure to withhold and remit taxes, unpaid wages and wage and hour laws and requirements (such as those pertaining to failure to pay minimum wage and overtime, or to provide required breaks and wage statements), unlawful deductions, expense reimbursement, restitution, statutory and punitive damages, penalties, including related to the California Private Attorneys General Act, and government fines;
•injunctions prohibiting continuance of existing business practices;
•claims for employee benefits, social security, workers’ compensation and unemployment;
•claims of discrimination, harassment and retaliation under civil rights laws;
•claims under new or existing laws pertaining to unionizing, collective bargaining and other concerted activity;
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•other claims, charges or other proceedings under laws and regulations applicable to employers and employees, including risks relating to allegations of joint employer liability or agency liability; and
•harm to our reputation and brand.
In addition to the harms listed above, in the event of a determination in, resolution of, or settlement of, any legal proceeding related to driver classification matters, we may decide to, or be required to, significantly alter our existing business model and/or operations (including suspending or ceasing operations in impacted jurisdictions), our costs may increase, and we may experience adverse impacts on our ability to add qualified drivers to our platform and grow our business, which could have an adverse effect on our business, financial condition and results of operations and our ability to achieve or maintain profitability in the future.
We have been involved in numerous legal proceedings related to driver classification. We are currently involved in several putative class actions, several representative actions brought, for example, pursuant to California’s Private Attorneys General Act, several multi-plaintiff actions and thousands of individual claims, including those brought in arbitration or compelled pursuant to our Terms of Service to arbitration, challenging the classification of drivers on our platform as independent contractors. We are also involved in administrative audits related to driver classification in California, Oregon, Wisconsin, Illinois, New York, Pennsylvania, and New Jersey. See the section titled “Legal Proceedings” for additional information about these types of legal proceedings.
Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.
Companies in the markets in which we operate are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased or otherwise obtained. As our business continues to evolve, the possibility of intellectual property rights claims against us grows based on the following: increase in public profile, increases in the number of competitors in our markets, our continued development of new technologies, new products and services, and new intellectual property, as well as potential international expansion. 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. From time to time third parties may assert, and in the past have asserted, claims of infringement of intellectual property rights against us. See the section titled “Legal Proceedings” for additional information about these types of legal proceedings. In addition, third parties have sent us correspondence regarding various allegations of intellectual property infringement and, in some instances, have sought to initiate licensing discussions. Although we believe that we have meritorious defenses, there can be no assurance that we will be successful in defending against these allegations or reaching a business resolution that is satisfactory to us. Our competitors and others may now and in the future have significantly larger and more mature patent portfolios than us. In addition, we have faced, and may again in the future face, litigation involving patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and results of operations.
With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third-party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology or other intellectual property, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, financial condition and results of operations.
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Failure to protect or enforce our intellectual property rights could harm our business, financial condition and results of operations.
Our success is dependent in part upon protecting our intellectual property rights and technology (such as code, information, data, processes and other forms of information, knowhow and technology), or “intellectual property,” and as we grow, we expect to continue to develop intellectual property that is important for our existing or future business. We rely on a combination of patents, copyrights, trademarks, service marks, trade dress, trade secret laws and contractual restrictions to establish and protect our intellectual property. However, the steps we take to protect our intellectual property may not be sufficient or effective, and may vary by jurisdiction. Even if we do detect violations, we may need to engage in litigation to enforce our rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert management attention. 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. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. The laws of some countries do not provide the same level of protection of our intellectual property as do the laws of the United States and effective intellectual property protections may not be available or may be limited in foreign countries. Our domestic and international intellectual property protection and enforcement strategy is influenced by many considerations including costs, where we have business operations, where we might have business operations in the future, legal protections available in a specific jurisdiction, and/or other strategic considerations. As such, we do not have identical or analogous intellectual property protection in all jurisdictions, which could risk freedom to operate in certain jurisdictions if we were to expand. As we expand our international activities, our exposure to unauthorized use, copying, transfer and disclosure of proprietary information will likely increase. We may need to expend additional resources to protect, enforce or defend our intellectual property rights domestically or internationally, which could impair our business or adversely affect our domestic or international operations. We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with our third-party providers and strategic partners. We cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings. Competitors and other third parties may also attempt to access, aggregate, and/or reverse engineer our data which would compromise our trade secrets and other rights. We also enter into strategic partnerships, joint development and other similar agreements with third parties where intellectual property arising from such partnerships may be jointly-owned or may be transferred or licensed to the counterparty. Such arrangements may limit our ability to protect, maintain, enforce or commercialize such intellectual property rights, including requiring agreement with or payment to our joint development partners before protecting, maintaining, licensing or initiating enforcement of such intellectual property rights, and may allow such joint development partners to register, maintain, enforce or license such intellectual property rights in a manner that may affect the value of the jointly-owned intellectual property or our ability to compete in the market.
We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our intellectual property and proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.
Our industry has also been subject to attempts to steal intellectual property, including by foreign actors. We, along with others in our industry, have been the target of attempted thefts of our intellectual property and may be subject to such attempts in the future. Although we take measures to protect our property, if we are unable to prevent the theft of our intellectual property or its exploitation, the value of our investments may be undermined and our business, financial condition and results of operations may be negatively impacted.
Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business.
We receive, transmit, store and otherwise process a large volume of personal information and other data relating to users on our platform, as well as other individuals such as our employees. Numerous local, municipal, state, federal and
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international laws and regulations address privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain data, including the California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, Canada’s Anti-Spam Law, the Telephone Consumer Protection Act of 1991, or TCPA, the U.S. Federal Health Insurance Portability and Accountability Act of 1996, as amended by the HITECH Act, or HIPAA, Section 5(c) of the Federal Trade Commission Act, the California Consumer Privacy Act, or CCPA, and the California Privacy Rights Act, or CPRA, which became operative as of January 1, 2023. The scope of data protection laws may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another. For example, the CPRA requires new disclosures to California consumers and affords such consumers new data rights and abilities to opt-out of certain sharing of personal information. The CPRA provides for fines of up to $7,500 per violation, which can be applied on a per-consumer basis. Aspects of the CPRA and its interpretation and enforcement remain unclear. Additionally, several states in the U.S., including California and other states where we do business, have enacted legislation relating to privacy and information security, and the U.S. federal government and other states are also contemplating federal and state privacy legislation. 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.
Further, as we continue to expand our offerings and user base, we may become subject to additional privacy-related laws and regulations. For example, in connection with the sale of our Level 5 self-driving vehicle division to Woven Planet, we have entered into certain data sharing and other agreements with Woven Planet to facilitate and accelerate the development of autonomous vehicle technology. In addition, our Lyft Media efforts provide third party promotional advertisements, including those that may be personalized to users. Changes in the law or regulatory landscape could limit or prohibit activities in regard to any new offerings we undertake. Further, the collection and storage of data, including in connection with the use of our Concierge and Lyft Pass for Healthcare offerings by healthcare partners, subjects us to compliance requirements under HIPAA. HIPAA and its implementing regulations contain requirements on covered entities and business associates regarding the use, collection, security, storage and disclosure of individuals’ protected health information, or PHI. Contracted healthcare entities including healthcare providers, health plans, and transportation managers using our Concierge or Lyft Pass for Healthcare offerings are either covered entities or business associates under HIPAA. We must also comply with HIPAA as we use and disclose the PHI of riders in our capacity as a business associate of other contracted healthcare covered entities or other contracted business associates of a healthcare covered entity. Compliance obligations under HIPAA include privacy, security and breach notification obligations and could subject us to increased liability for any unauthorized uses or disclosures of PHI determined to be a “breach.” If we knowingly breach the HITECH Act’s requirements, we could be exposed to criminal liability. 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.
Additionally, we have incurred, and expect to continue to incur, significant expenses in an effort to comply with privacy, data protection and information security standards imposed by law, regulation, or contractual obligations. 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. In particular, with regard to HIPAA, we may incur increased costs as we perform our obligations to our healthcare customers under our agreements with them. As we consider expansion of business offerings and markets and as laws and regulations change, we expect to incur additional costs related to privacy, data protection and information security standards and protocols imposed by laws, regulations, industry standards or contractual obligations related to such offerings and face additional risks that such expansion could be inconsistent with, or fail or be alleged to fail to meet all requirements of such laws, regulations or obligations.
Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws, regulations or other actual or asserted obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or unauthorized loss, unavailability, corruption, use, release or other processing of personal information or other driver or rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing drivers and riders from using our platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition and results of operations.
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Additionally, the perception of concerns relating to privacy, data protection or information security, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and results of operations.
We are regularly subject to claims, lawsuits, government and regulatory investigations and other proceedings that may adversely affect our business, financial condition and results of operations.
We are regularly subject to claims, lawsuits, arbitration proceedings, government and regulatory investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving personal injury, property damage, worker classification, driver earnings, labor and employment, anti-discrimination, commercial disputes, competition, consumer complaints (e.g., claims brought under the TCPA or other laws), intellectual property disputes, compliance with regulatory requirements, securities laws, and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to product liability or our acquisitions, data privacy, advertising, securities issuances or business practices. We are also regularly subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings seeking to hold us liable for the actions of independent contractor drivers on our platform. See the section titled “Legal Proceedings” for additional information about these types of legal proceedings.
The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business, commercial, and government partners and current and former directors and officers.
A determination in, resolution of, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that involves our industry, could harm our business, financial condition and results of operations. For example, a determination related to driver classification matters, whether we are party to such determination or not, could cause us to incur significant expenses or require substantial changes to our business model.
In addition, we regularly include arbitration provisions in our Terms of Service with the drivers and riders and other parties on our platform. These provisions are intended to streamline the litigation process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, arbitration may become more costly for us or the volume of arbitration may increase and become burdensome, and the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. In order to minimize these risks to our reputation and brand, we have in the past and may continue to limit our use of arbitration provisions or be required to do so in a legal or regulatory proceeding, either of which could increase our litigation costs and exposure. For example, effective May 2018, we ended mandatory arbitration of sexual misconduct claims by users and employees.
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. 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.
As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition and results of operations.
As we continue to expand our offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. 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. These laws and regulations may impose additional requirements on
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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. With respect to healthcare rides matched through the Lyft Platform and provided to Medicaid or Medicare Advantage beneficiaries, we are subject to healthcare fraud, waste and abuse laws that impose penalties for violations. Significant violations of such laws could lead to our loss of Medicaid provider enrollment status and could also potentially result in exclusion from participation in federal and state healthcare programs. Further, we may in certain circumstances be or become considered a government contractor with respect to certain of our services, which would expose us to certain risks such as the government’s ability to unilaterally terminate contracts, the public sector’s budgetary cycles and funding authorization, and the government’s administrative and investigatory processes.
Despite our efforts to comply with applicable laws, regulations and other obligations relating to our offerings, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to our offerings, could harm our reputation and brand, discourage new and existing drivers and riders from using our platform, lead to refunds of ride fares or result in fines or proceedings by governmental agencies or private claims and litigation, any of which could adversely affect our business, financial condition and results of operations.
If we fail to maintain an effective system of disclosure controls or internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the listing standards of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. 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. If any of our controls and systems do not perform as expected, we may experience deficiencies in our controls and we may not be able to meet our financial reporting obligations.
Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any international expansion, flexible work arrangements, new offerings on our platform or from strategic transactions, including acquisitions and divestitures. Further, weaknesses or deficiencies in our disclosure controls or our internal control over financial reporting have been discovered in the past, and other weaknesses or deficiencies may be discovered in the future. Our disclosure controls and procedures or our internal control over financial reporting are not expected to prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in our periodic reports. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause errors in our reporting. 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. While we have remediated the deficiency that resulted in the error, failure of our disclosure controls and procedures or internal control over financial reporting to be effective could cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our Class A common stock. We may also be subject to public scrutiny, regulatory inquiries and legal proceedings if such failure results in an error in our financial reporting. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Global Select Market.
Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business, financial condition and results of operations and could cause a decline in the market price of our Class A common stock.
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Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.
We are subject to tax laws, regulations, and policies of the U.S. federal, state, and local governments and of comparable taxing authorities in foreign jurisdictions. As various levels of governments and international organizations become increasingly focused on tax reform, changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and/or our tax liabilities. For example, the United States passed the Inflation Reduction Act in 2022, which introduced a 1% excise tax on stock buybacks that could impact us in connection with a settlement of the capped call transactions. Further, a provision of the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures in the year incurred and requires the capitalization and amortization of such costs. The Organization for Economic Cooperation and Development (“OECD”) released Pillar Two model rules defining a 15% global minimum tax for large multinational companies. The OECD continues to release additional guidance and countries are in various stages of implementation with widespread adoption of the Pillar Two Framework expected in the near future. Any of these or other developments or changes in tax laws or rulings in jurisdictions in which we operate could adversely affect our effective tax rate and our operating results.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.
The application of indirect taxes, such as payroll tax, sales and use tax, value-added tax, goods and services tax, business tax and gross receipts tax, to businesses like ours and to drivers is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the Internet and e-commerce. Significant judgment is required on an ongoing basis to evaluate applicable tax obligations, and as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business or to drivers’ businesses.
In addition, local governments are increasingly looking for ways to increase revenue, which has resulted in discussions about tax reform and other legislative action to increase tax revenue, including through indirect taxes. For example, it is becoming more common for local governments to impose per trip fees specifically on TNC rides. Such taxes may adversely affect our financial condition and results of operations.
In certain jurisdictions, we collect and remit indirect taxes. However, tax authorities have raised and may continue to raise questions about or challenge or disagree with our calculation, reporting, or collection of taxes, and may require us to collect taxes in jurisdictions in which we do not currently do so or to remit additional taxes and interest, and could impose associated penalties and interest. A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past transactions, as well as penalties and interest, and could discourage drivers and riders from utilizing our offerings or could otherwise harm our business, financial condition, and results of operations. Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition could be harmed.
Additionally, one or more states, localities or other taxing jurisdictions may seek to impose additional reporting, record-keeping or indirect tax collection obligations on businesses like ours. For example, taxing authorities in the United States and other countries have identified e-commerce platforms as a means to calculate, collect, and remit indirect taxes for transactions taking place over the Internet, and are considering related legislation. New legislation may require us or drivers to incur substantial costs in order to comply, including costs associated with tax calculation, collection, remittance and audit requirements, which could make our offerings less attractive and could adversely affect our business, financial condition and results of operations.
As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may adversely impact our results of operations in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.
Operating as a public company requires us to incur substantial costs and requires substantial management attention. In addition, certain members of our management team have limited experience managing a public company.
As a public company, we incur substantial legal, accounting and other expenses that we did not incur as a private company. 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. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business, financial condition and results of operations. We are also required to maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with
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these rules and regulations has increased and will continue to increase our legal and financial compliance costs, and increase demand on our systems. In addition, as a public company, we may be subject to stockholder activism, which can lead to substantial additional costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. Furthermore, if any issues in complying with those requirements are identified, we may incur additional costs rectifying those or new issues, and the existence of these issues could adversely affect our reputation or investor perceptions of it.
Certain members of our management team have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.
Climate change may have a long-term impact on our business.
We have established environmental programs, such as requiring our suppliers to ensure the efficient use of raw materials, water, and energy resources via our Supplier Code of Conduct, and we recognize that there are inherent climate-related risks wherever business is conducted. For example, our San Francisco, California headquarters is projected to be vulnerable to future water scarcity and sea level rise due to climate change, as well as climate-related events including wildfires and associated power shut-offs. Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business, our third-party suppliers, and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations. Additionally, we are subject to emerging climate change policies such as California’s Clean Miles Standard and Incentive Program and California SB 253 and SB 261, which impose greenhouse gas and EV requirements on our industry, and efforts to meet those requirements as well as failure to do so could have adverse impacts on our costs and ability to operate in California, as well as public goodwill towards our company. Massachusetts, New York City and Toronto are developing or have developed and implemented rules to address the environmental impact of rideshare, and other jurisdictions are likely to consider similar rules and regulations in the future.
In addition, the SEC recently adopted climate rules that will require disclosure regarding climate related information in our annual report, including material climate related risks, greenhouse gas emissions, material climate related goals and targets as well as governance related to climate related risks. These rules have been voluntarily stayed by the SEC pending judicial review, but, if implemented, will require significant management time and attention as well as increased compliance costs. 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. Furthermore, these EV programs are asset-intensive and require significant capital investments and recurring costs, including debt payments, maintenance, depreciation, asset life and asset replacement costs, and if we are not able to maintain sufficient levels of utilization of such assets or such offerings are otherwise not successful, our investments may not generate sufficient returns and our financial condition may be adversely affected. If we are not able to allocate sufficient capital or other resources to these programs and achievement of these goals, we may not be able to make progress toward or achieve such commitments and goals in a timely manner or at all, or we may need to modify or terminate certain programs or goals. We may also enter into arrangements with third parties for financing, leasing or otherwise, to enable us to meet our commitments and other legal or regulatory requirements. Such transactions may require us to provide guarantees for financing. We may also benefit from certain tax credits for EVs and, if such tax credits expire or are terminated or we are otherwise unable to use them, we may not realize the benefits we have planned and our business and financial condition and results of operations may be negatively affected. If we fail, or are perceived to fail, to make such progress or achievements, or to maintain environmental practices that meet evolving stakeholder expectations, or if we revise any of our commitments, initiatives, or goals, our brand and reputation could be harmed and we may face criticism from the media or our stakeholders, and our business, financial condition and results of operations could be adversely affected.
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. To support our growing business, we must have sufficient capital to continue to make significant investments in our offerings, including potential new offerings. In November 2022, we entered into a $420.0 million revolving credit agreement, and since May 2020, we have issued $850.7 million in aggregate principal amount
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of convertible notes. From time to time, we may seek additional equity or debt financing, including by the issuance of securities, to finance our operations and growth or to refinance our existing indebtedness, among other things. If we raise additional funds through the issuance of equity, equity-linked or debt securities, such as our 2025 Notes and 2029 Notes, those securities may have rights, preferences or privileges senior to those of our Class A common stock, and our existing stockholders may experience dilution. 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.
We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans and operating performance and the condition of the capital markets at the time we seek financing. 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. We cannot be certain that additional financing will be available to us on favorable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.
If we are unable to make acquisitions and investments, or successfully integrate them into our business, or if we enter into strategic transactions that do not achieve our objectives, our business, results of operations and financial condition could be adversely affected.
As part of our business strategy, we will continue to consider a wide array of potential strategic transactions, including acquisitions of businesses, new technologies, services and other assets, joint ventures and strategic investments that complement our business, such as our acquisition of PBSC in May 2022, as well as divestitures, partnerships and other transactions. We have previously acquired and invested in, and we continue to seek to acquire and invest in businesses, technologies, or other assets that we believe could complement or expand our business, including acquisitions of new lines of business and other opportunities that operate in relatively nascent markets. 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. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities.
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;
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•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;
•竊取我們與潛在收購候選人共享的商業秘密或機密信息;
•被收購的公司或對新產品的投資蠶食我們部分現有業務的風險;以及
•市場對收購的不利反應。
此外，我們可以剝離業務或資產，或達成合資企業、戰略合作夥伴關係或其他戰略交易。例如，2023年2月，我們完成了對車輛服務中心業務的出售。此外，由於我們收購了PBSC，我們成為了某些我們沒有談判的合作夥伴和合資企業的間接參與者，以及我們不太熟悉的合作夥伴。這類交易存在某些風險；例如，我們可能無法實現資產剝離、合夥企業、合資企業或其他戰略交易所期望的戰略、運營和財務利益，或者我們可能難以與另一合作夥伴或合資企業共同運營。此外，鑑於高利率和金融市場的波動，我們可能更難找到合適的收購者或業務合作夥伴，在資產剝離的懸而未決或任何戰略交易的整合或分離過程中，我們可能會受到與業務下滑、員工、客戶或供應商的流失相關的風險，以及交易無法完成的風險。
此外，少數股權投資本身涉及對業務運營的較小程度的控制，從而潛在地增加了與投資相關的財務、法律、運營、監管和/或合規風險。此外，我們可能依賴於控制我們投資的實體的其他個人或實體，包括他們的管理層或控股股東，他們的商業利益、戰略或目標可能與我們的不一致。合資夥伴、控股股東、管理層或控制他們的其他個人或實體的業務決定或其他行動或不作為可能對我們的投資價值產生不利影響，或導致針對我們的訴訟或監管行動。我們不能保證我們在其他技術或業務上的投資將為我們的業務帶來回報，或者我們不會完全或部分失去我們的初始投資。例如，2022年10月，我們的一個自動駕駛汽車合作夥伴宣佈清盤，因此我們產生了總計13570美元的減值萬，其中包括我們對該公司的非流通股權投資和其他資產的減值。
如果我們未能解決與過去或未來收購業務、新技術、服務和其他資產、戰略投資或其他交易有關的上述風險或其他問題，或者如果我們未能成功整合此類收購或投資，或者如果我們無法成功完成其他交易或此類交易不符合我們的戰略目標，我們的業務、經營運績和財務狀況可能會受到不利影響。
償還我們當前和未來的債務可能需要大量現金，而且我們的業務可能沒有足夠的現金流來償還我們的債務。我們在此類債務下的付款義務可能會限制我們可用的資金，而我們債務協議的條款可能會限制我們經營運務的靈活性或以其他方式對我們的經營運績產生不利影響。
2020年5月和2024年2月，我們分別以私募方式向合格機構買家發行了2025年債券和2029年債券。此外，就吾等收購FlexDrive(一家獨立管理的全資附屬公司)而言，FlexDrive仍負責履行其與第三方貸款人訂立的經修訂貸款及擔保協定、經修訂的車輛購置融資及擔保協定及與第三方訂立的經修訂的車輛採購協定；收購完成後，吾等繼續擔保FlexDrive就根據該等協定借入的任何款項支付款項。截至2024年9月30日，我們有10美元的未償還借款億債務。2022年11月，我們還與某些貸款人簽訂了迴圈信貸安排(“迴圈信貸安排”)，提供借款本金總額高達420.0美元的貸款，截至2024年9月30日，沒有一筆貸款尚未提取，截至2024年9月30日，根據迴圈信貸安排簽發了7,300萬美元的信用證。2023年12月12日，我們簽署了一項迴圈信貸安排修正案，其中允許我們為2025年票據進行再融資，並修改某些金融契約。2024年2月21日，迴圈信貸安排進一步修訂，其中包括：(A)僅為財務契約測試的目的，以總淨槓桿取代總槓桿，以及(B)允許我們用發行可轉換票據的收益回購至多特定數量的公司普通股。請參閱備註
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7我們的簡明綜合財務報表中的「債務」，以獲取有關這些協議和我們未償債務的更多信息。
我們是否有能力按計劃支付債務本金、支付利息或費用、再融資或償還債務，取決於我們未來的表現，這受到經濟、金融、競爭和其他我們無法控制的因素的影響。我們的業務未來可能不會從運營中產生足夠的現金流來償還債務和進行必要的資本支出。如果我們無法產生這樣的現金流，我們可能被要求採用一個或多個替代方案，例如出售資產、重組債務或以可能繁瑣或高度稀釋的條款獲得額外的債務融資或股權資本。我們是否有能力為任何現有或未來的債務進行再融資，將取決於資本市場、總體宏觀經濟狀況以及我們當時的金融狀況。我們可能無法從事這些活動中的任何一項，或以理想的條件從事這些活動，這可能導致我們的債務違約。事件和情況也可能發生，導致我們無法滿足適用的提款條件和利用我們的迴圈信貸安排。此外，我們未來的任何債務協定都可能包含限制性公約，可能會禁止我們採用任何這些替代方案。如果我們不遵守這些公約，可能會導致違約，如果不治癒或放棄違約，可能會導致我們債務的加速。
此外，我們的債務，加上我們的其他財務義務和合同承諾，可能會產生其他重要後果。例如，它可以：
•使我們更容易受到美國和全球經濟、工業和競爭條件的不利變化以及政府監管的不利變化的影響;
•限制我們規劃或應對業務和行業變化的靈活性;
•與債務較少的競爭對手相比，使我們處於劣勢;
•限制我們借入額外金額來資助收購、運營資金和其他一般企業目的的能力;以及
•使收購我們公司的吸引力減弱或變得更加困難。
此外，根據我們和我們子公司的某些現有債務工具，我們和FlexDrive必須遵守關於我們的業務和運營的慣常肯定和消極契約，包括對FlexDrive進行某些收購或合併或進行某些資產處置的能力的限制。如果吾等或FlexDrive(視情況而定)不遵守這些契約或在安排下違約，且未獲得貸款人的修訂、豁免或同意，則在適用的治療期內，任何未償債務可被宣佈為立即到期和應付。此外，我們能夠獲得的任何此類修訂、豁免或同意可能包含對我們不太有利的額外限制或條款。我們未來獲得的任何債務融資可能涉及與我們的籌資活動和其他財務和運營事宜有關的額外限制性條款，這可能會使我們更難獲得額外資本以尋求商業機會，包括潛在的收購或資產剝離。根據我們的債務安排，任何違約都可能要求我們立即償還貸款，並可能限制我們獲得額外融資的能力，這反過來可能對我們的現金流和流動性產生不利影響。
任何這些因素都可能損害我們的業務、運營運績和財務狀況。此外，如果我們承擔額外債務，與我們的業務以及我們償還或償還債務的能力相關的風險將會增加。
我們的循環信貸安排包含財務契約和對我們行動的其他限制，這可能會限制我們的運營靈活性或以其他方式對我們的運營運績產生不利影響。
我們循環信貸融資的條款包括一系列契約，這些契約限制了我們和子公司承擔額外債務、授予優先權、與其他公司合併或合併或出售我們幾乎所有資產、支付股息、贖回和回購股票、進行投資、貸款和收購，或與附屬公司進行交易的能力。我們的循環信貸安排的條款可能會限制我們當前和未來的運營，並可能對我們為未來運營或資本需求提供資金的能力產生不利影響。此外，遵守這些契約可能會使我們更難成功執行我們的業務戰略（包括潛在的收購），並與不受此類限制的公司競爭。
如果我們未能遵守信貸協議中規定的契約或付款要求，可能會導致該協議下的違約事件，這將使貸方有權終止其在我們的循環信貸安排下提供額外貸款的承諾，並宣布所有未償借款以及應計和未付利息和費用立即到期並支付。如果我們的循環信貸安排項下的債務加速償還，我們可能沒有足夠的現金或無法借入足夠的資金為債務再融資或出售足夠的資產來償還債務，這可能會立即對我們的業務、現金流、經營運績和財務狀況產生不利影響。即使我們
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如果能夠根據我們現有的信貸協議獲得新的融資或就修正案、豁免或同意進行談判，則它可能包含額外限制，或者不符合商業上合理的條款或我們可以接受的條款。
我們面臨有關上限看漲交易的交易對手風險。
在發行債券方面，吾等與2025年債券的若干初始購買者或其各自的聯屬公司，以及2029年債券的若干金融機構(“期權對手方”)訂立封頂贖回交易(“封頂催繳”)。我們面臨的風險是，它們中的任何一家或所有公司可能會在有上限的看漲期權下違約。我們對期權交易對手信用風險的敞口將不會有任何抵押品擔保。過去的全球經濟狀況導致了許多金融機構實際或被認為的失敗或財務困難。如果期權交易對手面臨破產程式，我們將成為該程式中的無擔保債權人，其債權相當於我們當時在與該期權交易對手的上限催繳中的風險敞口。我們的風險敞口將取決於許多因素，但一般來說，我們風險敞口的增加將與市場價格的增加和我們A類普通股的波動性相關。此外，一旦期權交易對手違約，我們可能遭受不利的稅收後果和比我們目前預期的A類普通股更大的攤薄。我們不能對期權交易對手的財務穩定性或生存能力提供任何保證。
我們使用淨營運虧損結轉和某些其他稅收屬性的能力可能受到限制。
截至2023年12月31日，我們有77億美元的聯盟和億美元的州淨營業虧損(NOL)可用於減少未來的應稅收入，這些收入將於2034年開始到期，用於聯盟所得稅目的，並於2024年到期用於州所得稅目的。在NOL到期之前，我們可能無法及時產生應稅收入來使用NOL。根據修訂後的1986年《國稅法》第382節，如果一家公司經歷了“所有權變更”，該公司使用其變更前的淨資產來抵消變更後的收入的能力可能是有限的。一般而言，如果我們的所有權在三年滾動期間內由5%的股東累計變化超過50個百分點，就會發生“所有權變更”。根據州稅法，限制可能適用。例如，最近頒佈的加州立法限制從2024年1月1日或之後到2027年1月1日之前的納稅年度使用州NOL。由於這項立法或其他不可預見的原因，即使我們實現盈利，我們也可能無法利用部分或全部NOL。
2017年《減稅和就業法案》或經《冠狀病毒援助、救濟和經濟安全（「CARES」）法案修改的《稅法》等規定，將2017年12月31日之後開始的課徵年度產生的NOL的使用限制為2020年12月31日之後開始的課徵年度應稅收入的80%。並非所有州都遵守《稅法》或《關懷法案》。在未來年份，如果確認與我們的NOL相關的淨遞延所得稅資產，這些變化可能會對我們對2017年12月31日之後產生的NOL的估值撥備評估產生重大影響。
與治理和股本因素所有權相關的風險
我們普通股的雙重類別結構具有將投票權集中在我們的聯合創始人手中的效果，這將限制您影響重要交易結果的能力，包括控制權變更。
我們的B類普通股每股有20個投票權，我們的A類普通股每股有1個投票權。我們的聯合創始人共同持有我們B類普通股的所有已發行和流通股。因此，我們的聯合創始人兼董事會主席洛根·格林持有我們已發行股本的約18.91%的投票權，我們的聯合創始人兼董事會副主席約翰·齊默持有我們已發行股本的約10.86%的投票權。因此，我們的聯合創辦人，無論是單獨的還是共同的，可能能夠對提交給我們的股東批准的事項產生重大影響，包括選舉董事、修改我們的組織檔案以及任何合併、合併、出售我們的全部或幾乎所有資產或其他重大公司交易。我們的聯合創始人，無論是單獨還是在一起，可能擁有與您不同的利益，可能會以您不同意的方式投票，可能會對您的利益不利。這種集中控制可能會延遲、防止或阻止我們公司控制權的變更，可能會剝奪我們的股東在出售我們公司時獲得股本溢價的機會，並可能最終影響我們A類普通股的市場價格。每位聯合創始人的投票權截至2024年9月30日，包括A類普通股，預計將在2024年9月30日起60天內授予此類聯合創始人的RSU時發行。
b類普通股持有人的未來轉讓通常會導致這些股份轉換為A類普通股股份，但有限的例外情況除外，例如出於遺產規劃目的進行的某些轉讓。此外，每股b類普通股將在以下日期自動轉換為一股A類普通股：（i）b類普通股當時已發行股份三分之二的持有人通過肯定性書面選舉指定的日期，（ii）我們董事會確定的日期，即b類普通股股份上市之日後不少於61天且不超過180天我們的聯合創始人及其許可實體和許可轉讓人持有的占我們的聯合創始人及其許可實體持有的b類普通股的不到20%，截至我們的首次公開募股或IPO完成後，或（iii）最後一位創始人死亡或完全殘疾後九個月
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我們的聯合創始人死亡或殘疾，或者我們大多數獨立董事可能批准的較後日期不得超過死亡或殘疾後總共18個月。
我們無法預測我們的雙重類別結構可能對我們的股價產生的影響。
我們無法預測我們的雙重類別結構是否會導致我們的A類普通股的市場價格更低或更波動、不利的宣傳或其他不利的後果。
我們A類普通股的交易價格可能波動較大，您可能會損失全部或部分投資。
我們A類普通股的交易價格可能波動，並且可能會因各種因素而波動，其中一些因素超出了我們的控制範圍。這些波動可能會導致您失去對我們A類普通股的全部或部分投資。可能導致我們A類普通股交易價格波動的因素包括以下因素：
•整個股市的價格和成交量不時波動，包括由於總體經濟不確定性或市場負面情緒而引起的波動;
•一般科技股或本行業科技股的交易價格和交易量的波動，包括與這些科技公司的經營運績無關或不成比例的波動;
•其他科技公司（特別是我們行業的科技公司）的經營運績和股市估值的變化;
•我們、我們的高管或我們的主要股東出售或購買我們的A類普通股股份，以及對可能發生此類出售或購買的看法;
•發行我們的A類普通股股份，無論是與我們的股權激勵計劃、收購還是轉換我們的未發行票據有關;
•證券分析師未能維持對我們的報導、跟蹤我們公司的證券分析師的財務估計發生變化或我們未能達到這些估計或投資者的期望;
•我們向公眾提供的財務和業務預測、目標或目標，這些預測、目標或目標的任何變化或我們未能實現這些預測、目標或目標;
•我們或我們的競爭對手宣布新產品或平台功能;
•投資者情緒和公眾對我們的新聞稿、收益和其他公開公告以及向SEC提交的文件或我們的競爭對手或行業其他人的文件的反應;
•涉及我們或我們行業其他公司的謠言和市場猜測;
•賣空我們的A類普通股或相關衍生證券;
•我們運營運績的實際或預期變化或運營運績的波動;
•我們的業務、競爭對手的業務或整體競爭格局的實際或預期發展;
•涉及我們、我們的行業或兩者的訴訟，或監管機構對我們或我們競爭對手的業務的調查;
•有關我們的智慧財產權或其他專有權的發展或爭議;
•我們或我們的競爭對手宣布或完成對業務、服務或技術的收購;
•新的法律或法規或對適用於我們業務的現有法律或法規的新解釋或公職人員關於潛在新法律或法規的聲明;
•會計準則、政策、準則、解釋或原則的變化;
•我們的管理層或董事會的任何重大變化;以及
•總體經濟狀況以及市場緩慢或負增長。
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此外，過去，在整體市場和特定公司證券的市場價格波動一段時間後，經常對這些公司提起證券集體訴訟，包括注6「法律訴訟」小標題中所述的對本季度報告10-Q表格中包含的簡明合併財務報表的承諾和或有事項。儘管我們認為這些訴訟沒有法律依據，並且我們打算大力辯護，但此類事件可能會導致巨額成本並轉移我們管理層的注意力和資源。
德拉瓦州法律以及我們修訂和重述的公司註冊證書以及修訂和重述的章程中的條款可能會使合併、要約收購或代理競爭變得困難，從而壓低我們A類普通股的市場價格。
我們作為德拉瓦州公司的地位和《德拉瓦州普通公司法》的反收購條款可能會阻止、推遲或阻止控制權的變更，禁止我們在該人成為感興趣股東的交易之日起三年內與感興趣的股東進行業務合併，即使控制權的變更對我們現有的股東有利。此外，我們修訂和重述的公司註冊證書以及修訂和重述的章程包含可能使收購我們公司變得更加困難的條款，包括以下內容：
•對我們修訂和重述的公司註冊證書的任何修改或股東對我們修訂和重述的章程的任何修改都需要獲得我們當時未支配投票權至少三分之二的批准;
•我們的雙重普通股結構，這為我們的聯合創始人單獨或共同提供了對需要股東批准的事項的結果產生重大影響的能力，即使他們擁有的股份遠低於我們發行的A類普通股和B類普通股的大多數;
•我們的董事會分為三類董事，任期錯開三年，董事只能因故被免職;
•我們的股東只能在股東會議上採取行動，不能就任何事項通過書面同意採取行動;
•我們修改和重述的公司註冊證書不規定累積投票;
•我們董事會的空缺只能由我們的董事會填補，而不能由股東填補;
•我們的股東特別會議只能由我們的董事會主席、執行長、總裁或董事會多數成員召開;
•針對我們的某些訴訟只能在德拉瓦州提起;
•我們修改和重述的公司註冊證書授權未指定優先股，其條款可以在不經我們股東採取進一步行動的情況下制定並發行其股份;和
•預先通知程式適用於股東提名候選人競選董事或將事項提交股東年度會議。
這些條款單獨或共同可能會阻止、推遲或阻止涉及我們公司控制權變更的交易。這些條款還可能阻礙代理人競爭，並使股東更難選舉他們選擇的董事，並導致我們採取他們希望的其他公司行動，其中任何一項在某些情況下，都可能限制我們的股東獲得A類普通股溢價的機會，還可能影響一些投資者願意為我們的A類普通股支付的價格。
我們修訂和重述的章程指定位於德拉瓦州的州或聯邦法院作為我們與股東之間幾乎所有糾紛的獨家論壇，並規定聯邦地區法院將是解決任何聲稱根據1933年證券法產生訴訟原因的投訴的唯一和獨家論壇（經修訂後的「證券法」），其中每一項都可能限制我們的股東選擇與我們或我們的董事、高級職員或員工發生糾紛的司法論壇的能力。
我們修訂和重述的章程規定，除非我們以書面形式同意選擇替代論壇，否則在法律允許的最大範圍內，該論壇是以下的唯一和獨家論壇：（1）代表我們提起的任何衍生訴訟或程式，（2）聲稱違反我們的任何董事、股東、高級管理人員或其他員工對我們或我們的股東所承擔的受託責任的任何訴訟，（3）根據德拉瓦州普通公司法、我們修訂和重述的公司註冊證書或我們修訂和重述的章程的任何條款產生的任何訴訟或（4）主張
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受內政原則管轄的索賠應由德拉瓦州大法官法院（或者，如果大法官法院沒有管轄權，則由德拉瓦州的另一個州法院或德拉瓦特區的聯邦地區法院）提出，在所有案件中均受對指定為被告的不可或缺的當事人擁有管轄權的法院管轄。我們修訂和重述的章程還規定，美國聯邦地區法院是解決根據《證券法》針對與我們的任何證券發行有關的任何人提出訴訟原因的任何投訴的唯一和獨家論壇，包括但不限於任何審計師、承銷商、專家、控制人或其他被告。
任何購買、持有或以其他方式收購我們任何證券的任何權益的個人或實體均應被視為已通知並同意這些規定。這些排他性法院條款可能會限制股東在其選擇的司法法院就與我們或我們的董事、高級管理人員或其他員工的糾紛提出索賠的能力，這可能會阻止對我們和我們的董事、高級管理人員和其他員工提起訴訟。如果法院發現我們修訂和重述的章程中的排他性法院條款在訴訟中不適用或無法執行，我們可能會產生與解決其他司法管轄區的爭議相關的額外費用，這可能會損害我們的運營結果。
項目2.未經登記的股票證券出售和收益的使用
不適用因
項目3.在高級職位上失敗
不適用因
專案4.礦山安全披露
不適用因
項目5.其他信息
董事和執行官的證券交易計劃
沒有規則16 a-1（f）中定義的高級官員或董事 通過 或 終止 上一個財政季度內的「規則10 b5 -1交易安排」或「非規則10 b5 -1交易安排」，如法規S-k第408項所定義。



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項目6.展品
我們已提交隨附的展覽索引中列出的展覽，該索引通過引用併入本文。

展覽索引
通過引用併入
表現出
Number		描述形式文件編號表現出申請日
3.1
8-K
001-38846
3.17/23/2024
10.1+
10.2+


10.3+


10.4+
31.1
31.2
32.1†
101.INSMBE實例文檔-實例文檔不會出現在交互式數據文件中，因為其MBE標籤嵌入在Inline MBE文檔中。
101.SCHBEP分類擴展架構文檔。
101.CALBEP分類擴展計算Linkbase文檔。
101.DEFDatabRL分類擴展定義Linkbase文檔。
101.LABBEP分類擴展標籤Linkbase文檔。
101.PREMBE分類擴展演示Linkbase文檔。
104
該公司截至2024年9月30日季度10-Q表格季度報告的封面頁已採用Inline MBE格式
_______________
+
表示管理合同或補償計劃。
†
本季度報告10-Q表格隨附的附件32.1證明被視為已提供且未向美國證券交易委員會提交，並且不得通過引用的方式納入Lyft，Inc.的任何文件中。根據經修訂的1933年證券法或經修訂的1934年證券交易法，無論是在10-Q表格的本季度報告日期之前還是之後制定，無論該文件中包含的任何一般註冊語言如何。

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簽名
根據1934年證券交易法的要求，登記人已正式促使以下簽署人代表其簽署本報告，並經正式授權。
萊福特公司
日期：2024年11月7日作者：/s/約翰·大衛·里舍
執行長
（執行長）
日期：2024年11月7日作者：/s/艾琳·布魯爾
財務長
（財務長）

99