Item 1. Financial Statements

DOORDASH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)

			December 31, 2021						March 31, 2022
Assets
Current assets:
Cash and cash equivalents			$	2,504					$	2,243
Short-term marketable securities			1,253						1,353
Funds held at payment processors			320						293
Accounts receivable, net			349						321
Prepaid expenses and other current assets			139						208
Total current assets			4,565						4,418
Long-term marketable securities			650						643
Operating lease right-of-use assets			336						354
Property and equipment, net			402						455
Intangible assets, net			61						76
Goodwill			316						376
Non-marketable equity securities			409						412
Other assets			70						88
Total assets			$	6,809					$	6,822
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	161					$	203
Operating lease liabilities			26						31
Accrued expenses and other current liabilities			1,573						1,526
Total current liabilities			1,760						1,760
Operating lease liabilities			373						391
Other liabilities			9						19
Total liabilities			2,142						2,170
Commitments and contingencies (Note 8)
Stockholders’ equity:
Common stock, $0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2021 and March 31, 2022, 315,266 and 320,848 Class A shares issued and outstanding as of December 31, 2021 and March 31, 2022, respectively; 200,000 Class B shares authorized as of December 31, 2021 and March 31, 2022, 31,246 and 30,265 Class B shares issued and outstanding as of December 31, 2021 and March 31, 2022, respectively; 2,000,000 Class C shares authorized as of December 31, 2021 and March 31, 2022, zero Class C shares issued and outstanding as of December 31, 2021 and March 31, 2022			—						—
Additional paid-in capital			6,752						6,914
Accumulated other comprehensive loss			(4)						(14)
Accumulated deficit			(2,081)						(2,248)
Total stockholders’ equity			4,667						4,652
Total liabilities and stockholders’ equity			$	6,809					$	6,822

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)

			Three Months Ended March 31,
			2021						2022
Revenue			$	1,077					$	1,456
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below			563						763
Sales and marketing			333						414
Research and development			82						148
General and administrative			169						245
Depreciation and amortization			29						59
Total costs and expenses			1,176						1,629
Loss from operations			(99)						(173)
Interest income			2						1
Interest expense			(12)						—
Other income, net			—						5
Loss before provision for income taxes			(109)						(167)
Provision for income taxes			1						—
Net loss			$	(110)					$	(167)
Net loss per share, basic and diluted			$	(0.34)					$	(0.48)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted			327,815						349,219

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

(Unaudited)

			Three Months Ended March 31,
			2021						2022
Net loss			$	(110)					$	(167)
Other comprehensive loss:
Change in unrealized loss on marketable securities			—						(10)
Total other comprehensive loss			—						(10)
Comprehensive loss			$	(110)					$	(177)

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In millions, except share amounts which are reflected in thousands)

(Unaudited)

						Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balances as of December 31, 2020						318,503						$	—					$	6,313					$	(1,613)					$	—					$	4,700
Issuance of common stock upon settlement of restricted stock units						1,836						—						—						—						—						—
Shares withheld related to net share settlement						(802)						—						(166)						—						—						(166)
Issuance of common stock upon exercise of stock options						5,989						—						13						—						—						13
Stock-based compensation						—						—						118						—						—						118
Net loss						—						—						—						(110)						—						(110)
Balances as of March 31, 2021						325,526						$	—					$	6,278					$	(1,723)					$	—					$	4,555

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In millions, except share amounts which are reflected in thousands)

(Unaudited)

						Common Stock												Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders’ Equity
						Shares						Amount
Balances as of December 31, 2021						346,512						$	—					$	6,752					$	(2,081)					$	(4)					$	4,667
Issuance of common stock upon settlement of restricted stock units						1,915						—						—						—						—						—
Issuance of common stock upon exercise of stock options						2,686						—						5						—						—						5
Stock-based compensation						—						—						157						—						—						157
Other comprehensive loss						—						—						—						—						(10)						(10)
Net loss						—						—						—						(167)						—						(167)
Balances as of March 31, 2022						351,113						$	—					$	6,914					$	(2,248)					$	(14)					$	4,652

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

			Three Months Ended March 31,
			2021						2022
Cash flows from operating activities
Net loss			$	(110)					$	(167)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			29						59
Non-cash interest expense			11						—
Stock-based compensation			97						129
Reduction of operating lease right-of-use assets and accretion of operating lease liabilities			11						16
Bad debt expense			16						2
Other			6						1
Changes in operating assets and liabilities:
Funds held at payment processors			19						30
Accounts receivable, net			(7)						25
Prepaid expenses and other current assets			79						(68)
Other assets			(4)						(23)
Accounts payable			—						34
Accrued expenses and other current liabilities			27						(44)
Payments for operating lease liabilities			(8)						(14)
Net cash provided by (used in) operating activities			166						(20)
Cash flows from investing activities
Purchases of property and equipment			(32)						(32)
Acquisition, net of cash acquired			—						(71)
Capitalized software and website development costs			(22)						(39)
Purchases of marketable securities			(99)						(656)
Maturities of marketable securities			146						201
Sales of marketable securities			—						351
Net cash used in investing activities			(7)						(246)
Cash flows from financing activities
Proceeds from exercise of stock options			13						5
Deferred offering costs paid			(10)						—
Repayment of convertible notes			(333)						—
Taxes paid related to net share settlement of equity awards			(166)						—
Net cash (used in) provided by financing activities			(496)						5
Foreign currency effect on cash, cash equivalents, and restricted cash			—						1
Net decrease in cash, cash equivalents, and restricted cash			(337)						(260)
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period			4,345						2,506
Cash, cash equivalents, and restricted cash, end of period			$	4,008					$	2,246
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents			$	4,007					$	2,243
Restricted cash			1						3
Total cash, cash equivalents, and restricted cash			$	4,008					$	2,246
Supplemental disclosure of cash flow information
Cash paid for interest			$	42					$	—
Non-cash investing and financing activities
Purchases of property and equipment not yet settled			$	11					$	33
Stock-based compensation included in capitalized software and website development costs			$	21					$	28
Holdback consideration for acquisition			$	—					$	9

The accompanying notes are an integral part of these condensed consolidated financial statements.

DOORDASH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Description of Business

DoorDash, Inc. (the “Company”), is incorporated in Delaware with headquarters in San Francisco, California. The Company provides a local commerce platform that enables local businesses to address consumers’ expectations of ease and immediacy and thrive in today’s convenience economy.

The Company’s local commerce platform connects merchants, consumers, and Dashers. The Company operates the DoorDash Marketplace, which enables merchants to establish an online presence and expand their reach by connecting them with consumers (the “Marketplace”). Merchants can fulfill this demand with independent contractors who use the Company’s platform to deliver orders (“Dashers”). As part of the Marketplace, the Company also offers Pickup, which allows consumers to place advance orders, skip lines, and pick up their orders conveniently with no consumer fees, as well as DoorDash for Work, which provides merchants on the Company’s platform with large group orders and catering orders for businesses and events. The Marketplace also includes DashPass, the Company’s membership product, which provides consumers with unlimited access to eligible merchants with zero delivery fees and reduced service fees. In addition to the Marketplace, the Company offers Platform Services, which primarily includes DoorDash Drive ("Drive"), a white-label delivery fulfillment service that enables merchants that have generated consumer demand through their own channels to fulfill this demand using the Company’s platform, and DoorDash Storefront ("Storefront"), that enables merchants to create their own branded online ordering experience, providing them with a turnkey solution to offer consumers on-demand access to e-commerce without investing in in-house engineering or fulfillment capabilities.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of DoorDash, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. All intercompany transactions have been eliminated in consolidation.

These unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. They should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Interim results are not necessarily indicative of the results for a full year.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include, but are not limited to, revenue recognition, allowances for credit losses, gift card breakage, estimated useful lives of property and equipment, capitalized software and website development costs, intangible assets, stock-based compensation, valuation of investments and other financial instruments, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates.

Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Recent Accounting Pronouncements Not Yet Adopted

In October 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification ("ASC") Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of the update on its consolidated financial statements.

3. Revenue

Disaggregated Revenue Information

All revenue recognized during the periods presented was related to the Company's core business, which is primarily comprised of Marketplace (which includes Pickup and DoorDash for Work) and Drive.

Revenue by geographic area is determined based on the address of the merchant, or in the case of DashPass, the address of the consumer. Revenue by geographic area was as follows (in millions):

			Three Months Ended March 31,
			2021						2022
United States			$	1,072					$	1,445
International			5						11
Total revenue			$	1,077					$	1,456

Contract Liabilities

The timing of revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers and merchants, certain consumer credits as well as other transactions for which the revenue is recognized over time. A summary of activities related to contract liabilities for the three months ended March 31, 2022 was as follows (in millions):

			Contract Liabilities
Beginning balance			$	183
Addition to contract liabilities			407
Reduction of contract liabilities(1)(2)			(418)
Ending balance			$	172

(1) Gift cards and certain consumer credits can be redeemed through the Marketplace. When they are redeemed, revenue is recognized on a net basis as the difference between the amounts collected from consumers less amounts remitted to merchants and Dashers for those transactions. Therefore, the amount recognized as revenue related to the reduction of gift cards and certain consumer credits is less than the amount presented in the table above. Net revenue associated with gift cards and certain consumer credits is not tracked by the Company as it is impracticable to do so.

(2) Included in the beginning balance of contract liabilities was $68 million associated with unearned prepayments received by the Company, of which $42 million was recognized as revenue during the three months ended March 31, 2022.

Deferred Contract Costs

Deferred contract costs represent direct and incremental costs incurred to acquire or fulfill the Company’s contracts, consisting of sales commissions and costs related to merchant onboarding, which the Company expects to recover. Deferred contract costs are amortized on a straight-line basis over the expected period of benefit, which the Company determined by considering historical attrition rates and other factors. Deferred contract costs are recorded in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheets. Amortization of deferred contract costs related to sales commissions is recognized in sales and marketing expense and amortization of deferred contract costs related to merchant onboarding is recognized in cost of revenue, exclusive of depreciation and amortization in the condensed consolidated statements of operations. A summary of activities related to deferred contract costs was as follows (in millions):

			Three Months Ended March 31,
			2021						2022
Beginning balance			$	43					$	62
Capitalization of deferred contract costs			6						13
Amortization of deferred contract costs			(5)						(6)
Ending balance			$	44					$	69
Deferred contract costs, current			$	17					$	27
Deferred contract costs, non-current			27						42
Total deferred contract costs			$	44					$	69

Allowance for Credit Losses

The allowance for credit losses related to accounts receivable and changes were as follows (in millions):

			Three Months Ended March 31,
			2021						2022
Beginning balance			$	13					$	39
Additions to the provision for expected credit losses			16						2
Writeoffs charged against the allowance			(1)						(4)
Ending balance			$	28					$	37

4. Acquisition

Bbot Acquisition

On March 1, 2022, the Company acquired Bbot, Inc., a hospitality technology company. The addition of Bbot's products and technology to the Company's platform will offer merchants more solutions for their in-store and online channels, including in-store digital ordering and payments. The acquisition was accounted for under the acquisition method of accounting. The total purchase consideration was approximately $88 million in cash, including a $9 million indemnification holdback, which was recorded in other liabilities.

The total purchase consideration was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the anticipated synergies from the future growth opportunities from the adoption of Bbot’s technology by the Company’s merchants. The fair value of assets acquired and liabilities assumed are based on management’s best estimate and assumptions, and are considered preliminary pending finalization of the valuation analyses pertaining to assets acquired and liabilities assumed, which primarily relate to acquired intangible assets. The measurement period will end no later than one-year from the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):

			March 1, 2022
Current assets			$	11
Intangible assets			18
Goodwill			60
Other liabilities			(1)
Total purchase price			$	88

The intangible assets acquired consisted of existing technology and customer relationships, which had estimated remaining useful lives of 5 and 3 years as of the date of the acquisition, respectively.

The acquisition was not material to the Company for the periods presented and therefore, pro forma information has not been presented.

5. Goodwill and Intangible Assets, Net

The changes in the carrying amount of goodwill during the three months ended March 31, 2022 were as follows (in millions):

						Total
Balance as of December 31, 2021						$	316
Acquisition						60
Balance as of March 31, 2022						$	376

Intangible assets, net consisted of the following as of December 31, 2021 (in millions):

			Weighted-average Remaining Useful Life (in years)						Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Existing technology			7.0						$	71					$	(52)					$	19
Vendor relationships			10.8						45						(8)						37
Courier relationships			—						1						(1)						—
Customer relationships			0.8						9						(6)						3
Trade name and trademarks			0.8						6						(4)						2
Balance as of December 31, 2021									$	132					$	(71)					$	61

Intangible assets, net consisted of the following as of March 31, 2022 (in millions):

			Weighted-average Remaining Useful Life (in years)						Gross Carrying Value						Accumulated Amortization						Net Carrying Value
Existing technology			5.9						$	86					$	(53)					$	33
Vendor relationships			10.6						45						(8)						37
Courier relationships			—						1						(1)						—
Customer relationships			2.1						12						(7)						5
Trade name and trademarks			0.6						6						(5)						1
Balance as of March 31, 2022									$	150					$	(74)					$	76

Amortization expense associated with intangible assets was $4 million and $3 million for the three months ended March 31, 2021 and 2022, respectively.

The estimated future amortization expense of intangible assets as of March 31, 2022 was as follows (in millions):

Year Ending December 31,						Amortization Expense
Remainder of 2022						$	11
2023						10
2024						10
2025						9
2026						9
Thereafter						27
Total estimated future amortization expense						$	76

6. Fair Value Measurements

The following tables set forth the Company’s cash equivalents and marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions):

			December 31, 2021
			Level 1						Level 2						Level 3						Total
Cash equivalents
Money market funds			$	544					$	—					$	—					$	544
U.S. Treasury securities			—						50						—						50
Short-term marketable securities
Commercial paper			—						373						—						373
Corporate bonds			—						141						—						141
U.S. government agency securities			—						69						—						69
U.S. Treasury securities			—						670						—						670
Long-term marketable securities
Corporate bonds			—						114						—						114
U.S. government agency securities			—						49						—						49
U.S. Treasury securities			—						487						—						487
Total			$	544					$	1,953					$	—					$	2,497

			March 31, 2022
			Level 1						Level 2						Level 3						Total
Cash equivalents
Money market funds			$	442					$	—					$	—					$	442
U.S. Treasury securities			—						49						—						49
Short-term marketable securities
Commercial paper			—						215						—						215
Corporate bonds			—						162						—						162
U.S. government agency securities			—						79						—						79
U.S. Treasury securities			—						897												897
Long-term marketable securities
Corporate bonds			—						54						—						54
U.S. government agency securities			—						42						—						42
U.S. Treasury securities			—						547						—						547
Total			$	442					$	2,045					$	—					$	2,487

The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.

There were no Level 3 assets or liabilities as of December 31, 2021 and March 31, 2022.

7. Balance Sheet Components

Cash Equivalents and Marketable Securities

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in millions):

			December 31, 2021
			Cost or Amortized Cost						Unrealized												Estimated Fair Value
			Gains						Losses
Cash equivalents
Money market funds			$	544					$	—					$	—					$	544
U.S. Treasury securities			50						—						—						50
Short-term marketable securities
Commercial paper			373						—						—						373
Corporate bonds			141						—						—						141
U.S. government agency securities			69						—						—						69
U.S. Treasury securities			671						—						(1)						670
Long-term marketable securities
Corporate bonds			115						—						(1)						114
U.S. government agency securities			49						—						—						49
U.S. Treasury securities			489						—						(2)						487
Total			$	2,501					$	—					$	(4)					$	2,497

			March 31, 2022
			Cost or Amortized Cost						Unrealized												Estimated Fair Value
			Gains						Losses
Cash equivalents
Money market funds			$	442					$	—					$	—					$	442
U.S. Treasury securities			49						—						—						49
Short-term marketable securities
Commercial paper			215						—						—						215
Corporate bonds			163						—						(1)						162
U.S. government agency securities			79						—						—						79
U.S. Treasury securities			900						—						(3)						897
Long-term marketable securities
Corporate bonds			55						—						(1)						54
U.S. government agency securities			43						—						(1)						42
U.S. Treasury securities			555						—						(8)						547
Total			$	2,501					$	—					$	(14)					$	2,487

For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of December 31, 2021, and March 31, 2022.

Property and Equipment, net

Property and equipment, net consisted of the following (in millions):

						December 31, 2021						March 31, 2022
Equipment for merchants						$	160					$	172
Capitalized software and website development costs						288						355
Leasehold improvements						98						110
Computer equipment and software						47						53
Office equipment						25						28
Construction in progress						31						38
Total						649						756
Less: Accumulated depreciation and amortization						(247)						(301)
Property and equipment, net						$	402					$	455

Depreciation expenses were $18 million and $27 million for the three months ended March 31, 2021 and 2022, respectively.

The Company capitalized $43 million and $67 million in capitalized software and website development costs during the three months ended March 31, 2021 and 2022, respectively. Capitalized software and website development costs are included in property and equipment, net on the condensed consolidated balance sheets. Amortization of capitalized software and website development costs was $7 million and $29 million for the three months ended March 31, 2021 and 2022, respectively. Construction in progress primarily included leasehold improvements on premises that are not ready for use and equipment for merchants that are not placed in service.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):

						December 31, 2021						March 31, 2022
Dasher and merchant payable						$	424					$	359
Accrued operations related expenses						217						184
Contract liabilities						183						172
Sales tax payable and accrued sales and indirect taxes						167						163
Insurance reserves						143						206
Litigation reserves						107						120
Accrued advertising						102						96
Other						230						226
Total						$	1,573					$	1,526

8. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.

The Company has been and continues to be involved in numerous legal proceedings related to Dasher classification, and such proceedings have increased in volume since the California Supreme Court’s 2018 ruling in Dynamex Operations West, Inc. v. Superior Court (“Dynamex”). The California Legislature passed legislation (“AB 5”), that was signed into law

in September 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application and created numerous carve-outs, which may have an adverse effect on the Company’s business, financial condition, and results of operations, and may lead to increased legal proceedings and related expenses and may require the Company to significantly alter its existing business model and operations. Further, some jurisdictions are considering implementing standards similar to the test set forth in Dynamex to determine worker classification.

The Company is currently the subject of regulatory and administrative investigations, audits, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of delivery providers, the Dasher pay model, and other matters. For example, the Company is currently under audit by the Employment Development Department, State of California for payroll tax liabilities. The Company believes that Dashers are, and have been, properly classified as independent contractors, and thus plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits is uncertain.

In November 2019 the Company filed an agreement to pay $40 million with the representatives of Dashers that had filed certain actions in California and Massachusetts in settlement of claims under the Private Attorney General Act and class action claims alleging worker misclassification of Dashers against the Company. These actions were filed by and on behalf of Massachusetts Dashers that utilized the DoorDash platform since September 2014 and California Dashers that utilized the DoorDash platform since August 2016. The Company entered into several amended settlement agreements to increase the total amount to be paid by the Company, including a final settlement agreement in April 2021, which increased the total amount to be paid by the Company to $100 million. In January 2022, the settlement received final approval and the Company anticipates the payout of $100 million in 2022.

In June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that the Company misclassified Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action is seeking both restitutionary damages and a permanent injunction that would bar the Company from continuing to classify Dashers as independent contractors. It is a reasonable possibility that a loss may be incurred; however, the possible range of losses is not estimable given the status of the case.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into or will enter into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

No liability associated with such indemnifications was recorded as of December 31, 2021 and March 31, 2022.

Revolving Credit Facility and Letters of Credit

In November 2019, the Company entered into a revolving credit and guaranty agreement which provides for a $300 million unsecured revolving credit facility maturing on November 19, 2024. Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR rate for a one-month interest period plus 1.00%, or (ii) an adjusted LIBOR rate plus a margin equal to 1.00%. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee of 0.10%. The credit agreement contains customary affirmative covenants, such as financial statement reporting requirements and restrictions on the use of proceeds, as well as customary negative covenants that restrict its ability and its subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens, declare cash dividends in the entirety or make certain other distributions, merge or consolidate with other companies or sell substantially all of its assets, make investments, loans and acquisitions, and engage in transactions with affiliates.

In August 2020, the Company amended and restated its existing revolving credit and guaranty agreement to provide for $100 million of incremental revolving loan commitments, effective upon the consummation of an initial public offering of the Company’s common stock on or prior to August 7, 2021, for total revolving commitments of $400 million. The amendment and restatement also extended the maturity date for the revolving credit facility from November 19, 2024 to August 7, 2025.

As of December 31, 2021 and March 31, 2022, the Company was in compliance with the covenants under the credit agreement. As of December 31, 2021 and March 31, 2022, no amounts were drawn from the credit facility.

The Company maintains letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2021 and March 31, 2022, the Company had $60 million and $80 million of issued letters of credit outstanding, respectively, of which $39 million and $59 million, respectively, were issued from the revolving credit and guaranty agreement.

Sales and Indirect Tax Matters

The Company is under audit by various state and local tax authorities with regard to sales and indirect tax matters. The Company records sales and indirect tax reserves when they become probable and the amount can be reasonably estimated. These reserves are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The timing of the resolution of indirect tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the tax authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months the Company will receive additional assessments by various tax authorities in one or more jurisdictions. These assessments could result in changes to the Company's reserves related to positions on sales and indirect tax filings.

9. Common Stock

2014 Equity Incentive Plan

In March 2014, the Company adopted the 2014 Stock Option Plan, as amended (the "2014 Plan"), which provided for the granting of stock options to employees, consultants, and advisors of the Company. Options granted under the 2014 Plan are either incentive stock options or nonqualified stock options. Options under the 2014 Plan were granted at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors; provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder could not be less than 110% of the estimated fair value of the shares on the date of grant. Options granted generally vest over four years.

The 2014 Plan allowed for the early exercise of options. Under the terms of the 2014 Plan, option holders, upon early exercise, were required to sign a restricted stock purchase agreement that gave the Company the right to repurchase any unvested shares, at the original exercise price, in the event the grantees’ employment terminated for any reason. The repurchase right lapses over time as the shares vest at the same rate as the original option vesting schedule. Stock-based awards forfeited, cancelled, or repurchased generally were returned to the pool of shares of common stock available for issuance.

In connection with the Company's initial public offering (the "IPO"), the 2014 Plan was terminated effective immediately prior to the effectiveness of the 2020 Equity Incentive Plan (the "2020 Plan") and the Company ceased granting any additional awards under the 2014 Plan. All outstanding awards under the 2014 Plan at the time of the termination of the 2014 Plan remain subject to the terms of the 2014 Plan, and any shares underlying stock options that expire or terminate or are forfeited or repurchased by the Company under the 2014 Plan were automatically transferred to the 2020 Plan.

2020 Equity Incentive Plan

In November 2020, the Company's board of directors adopted, and the Company's stockholders approved, the 2020 Plan, which became effective one business day prior to the effective date of the Company's IPO registration statement. The 2020 Plan provides for the granting of nonstatutory stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, performance units, and performance shares for the Company's Class A common stock to the Company's employees, directors, and consultants. Stock-based awards under the 2020 Plan that expire or are forfeited, canceled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2020 Plan. In addition, the number of shares of the Company's Class A common stock reserved for issuance

under the 2020 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2022 in an amount equal to the least of (i) 32,493,000 shares, (ii) five percent (5%) of the total number of all classes of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (iii) such other number of shares determined by the Company's board of directors prior to the applicable January 1.

The exercise price of the options granted under the 2020 Plan will at least be equal to the fair market value of the Company's Class A common stock on the date of grant. The options may be granted for a term of up to ten years (or five years if the option is an incentive stock option granted to a greater than 10% stockholder) and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Options granted under the 2020 Plan generally vest over four years.

Stock Award Activities

A summary of activity under the 2014 Plan and 2020 Plan and related information was as follows (in millions, except share amounts which are reflected in thousands, and per share data):

			Options Outstanding
			Shares subject to Options Outstanding						Weighted- Average Exercise Price Per Share						Weighted- Average Remaining Contractual Term (in years)						Aggregate Intrinsic Value
Balance as of December 31, 2021			19,115						$	2.60					4.59						$	2,797
Granted			—						$	—
Exercised			(2,687)						$	1.73											$	316
Forfeited			(3)						$	3.28
Balance as of March 31, 2022			16,425						$	2.74					4.31						$	1,880
Exercisable as of March 31, 2022			15,563						$	2.44					4.19						$	1,786
Vested and expected to vest as of March 31, 2022			16,425						$	2.74					4.31						$	1,880

The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the closing stock price of the Company's Class A common stock on the NYSE as of the respective period-end dates. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021, and 2022 was $888 million and $316 million, respectively. There were no stock options granted during the three months ended March 31, 2021 and 2022.

The summary of RSU activity was as follows (in millions, except share amounts which are reflected in thousands, and per share data):

			Number of Shares						Weighted- Average Grant Date Fair Value Per Share						Aggregate Intrinsic Value
Unvested units as of December 31, 2021			27,518												$	4,097
Granted			2,361						$	104.15
Vested			(1)						$	115.92
Vested and settled			(1,908)						$	79.38
Forfeited			(548)						$	106.36
Unvested units as of March 31, 2022			27,422												$	3,214

The aggregate intrinsic value disclosed in the above table is based on the closing stock price of the Company's Class A common stock on the NYSE as of the respective period-end dates. The weighted-average fair value per share of RSUs granted during the three months ended March 31, 2021 and 2022 was $180.73 and $104.15, respectively.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in millions):

			Three Months Ended March 31,
			2021						2022
Cost of revenue, exclusive of depreciation and amortization			$	9					$	12
Sales and marketing			10						14
Research and development			35						55
General and administrative			43						48
Total stock-based compensation expense			$	97					$	129

As of March 31, 2022, there was $4 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 0.48 years.

In November 2020, the Company’s board of directors approved the grant of 10,379,000 RSUs to the Company's Chief Executive Officer (the “CEO Performance Award”). The CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals. As of March 31, 2022, unrecognized stock-based compensation expense related to the CEO Performance Award was $262 million, which is expected to be recognized over a period of 3.07 years.

As of March 31, 2022, there was $1.6 billion of unrecognized stock-based compensation expense related to unvested RSUs, excluding the unrecognized stock-based compensation expense associated with the CEO Performance Award granted in November 2020. The Company expects to recognize this expense over the remaining weighted-average period of 2.62 years.

2020 Employee Stock Purchase Plan

In November 2020, the Company's board of directors adopted, and the Company's stockholders approved, the 2020 Employee Stock Purchase Plan (the "ESPP"), which became effective on the business day immediately prior to the effective date of the Company's IPO registration statement. A total of 6,498,600 shares of Class A common stock were initially reserved for sale under the ESPP. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs equal to the least of (i) 6,498,600 shares of Class A common stock, (ii) one and one-half percent (1.5%) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator of the ESPP.

Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase Class A common stock at a discounted price per share.

As of March 31, 2022, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the administrator.

10. Income Taxes

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate and, if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

The Company recorded $1 million and zero of provision for income taxes for the three months ended March 31, 2021 and 2022, respectively. The provision for income taxes presented were primarily attributable to state franchise taxes and income taxes in foreign jurisdictions.

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 realized in the future. The Company evaluates

and weighs all available evidence, both positive and negative, including its historic operating results, future reversals of existing deferred tax liabilities, as well as projected future taxable income. The Company will continue to regularly assess the realizability of its deferred tax assets. Changes in earnings performance and future earnings projections, among other factors, may cause the Company to adjust the valuation allowance on deferred tax assets, which could materially impact the income tax expense in the period the Company determines that these factors have changed. As of March 31, 2022, the Company continues to maintain a full valuation allowance on its deferred tax assets except in certain foreign jurisdictions.

As of March 31, 2022, the Company had $71 million of unrecognized tax benefits, which, if recognized, the majority of which would result in adjustments to the valuation allowance. The Company is subject to income tax audits in the United States and in foreign jurisdictions. The Company recorded liabilities related to uncertain tax positions and believes that the Company has provided adequate reserves for income tax uncertainties in all open tax years. Due to the Company’s history of tax losses, all years remain open to tax audits.

11. Net Loss per Share Attributable to Common Stockholders

The Company computes net loss per share attributable to common stockholders using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. RSUs that vested but have not been settled are included in the denominator in calculating net loss per share for the three months ended March 31, 2022 (in millions, except share amounts which are reflected in thousands, and per share data):

			Three Months Ended March 31,
			2021												2022
			Class A						Class B						Class A						Class B
Net loss			$	(99)					$	(11)					$	(152)					$	(15)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted			296,498						31,317						318,086						31,133
Net loss per share, basic and diluted			$	(0.34)					$	(0.34)					$	(0.48)					$	(0.48)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain performance or market conditions which were not satisfied at the end of the respective periods (in thousands):

			As of March 31,
			2021						2022
Stock options to purchase common stock			27,812						16,425
Unvested restricted stock units			27,491						27,422
Total			55,303						43,847