FULLTEXT DEL 1 AV 3
10-Q – 2025-08-06 – dash-20250630.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-Q
_____________________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-39759
______________________________________
DOORDASH, INC.
______________________________________
(Exact name of registrant as specified in its charter)
Delaware
46-2852392
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
303 2nd Street, South Tower, 8th Floor
San Francisco , California 94107
(Address of principal executive offices) (Zip code)
( 650 ) 487-3970
(Registrant’s telephone number, including area code)
_____________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, par value of $0.00001 per share DASH The Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had outstanding 402,361,247 shares of Class A common stock, 24,833,585 shares of Class B common stock, and no shares of Class C common stock as of July 31, 2025.
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TABLE OF CONTENTS
Page
Part I FINANCIAL INFORMATION
5
Item 1. Financial Statements (Unaudited)
5
Condensed Consolidated Balance Sheets
5
Condensed Consolidated Statements of Operations
6
Condensed Consolidated Statements of Comprehensive Income (Loss)
7
Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Stockholders’ Equity
8
Condensed Consolidated Statements of Cash Flows
10
Notes to Condensed Consolidated Financial Statements
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
46
Item 4. Controls and Procedures
47
Part II OTHER INFORMATION
49
Item 1. Legal Proceedings
49
Item 1A. Risk Factors
51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
93
Item 3. Defaults Upon Senior Securities
93
Item 4. Mine Safety Disclosures
93
Item 5. Other Information
93
Item 6. Exhibits
94
Signatures
97
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
• our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, financial and operational metrics, our ability to determine reserves, and our ability to maintain or increase long-term profitability;
• our business and growth strategy and plans, including our ability to successfully execute on such strategy and plans;
• the sufficiency of our cash, cash equivalents, and marketable securities to meet our liquidity needs;
• the demand for our platform or for local commerce platforms in general;
• our ability to attract and retain merchants, consumers, and the independent contractors who use our platform to generate earnings ("Dashers 1 ");
• our ability to effectively manage costs related to Dashers;
• our ability to develop new offerings, services, and features, and bring them to market in a timely and cost-effective manner and make enhancements to our platform;
• our ability to compete with existing and new competitors in existing and new markets and offerings;
• our expectations regarding outstanding litigation and legal, tax, and regulatory matters;
• our expectations regarding the effects of existing and developing laws and regulations, including with respect to independent contractor classification, merchant pricing and commissions, consumer fees, taxation, and privacy and data protection;
• our ability to manage and insure auto-related and operations-related risk associated with our business;
• our expectations regarding new and evolving markets;
• our ability to develop and protect our brand;
• our ability to maintain the security and availability of our platform;
• our expectations and management of future growth;
• our expectations concerning relationships with third parties;
• our ability to maintain, protect and enhance our intellectual property;
• our expectations regarding the timing, completion and expected benefits of the proposed acquisition of Deliveroo plc; and
• our ability to successfully integrate and realize the benefits of acquisitions, strategic partnerships, joint ventures, and investments.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-
1 Dashers that use our DoorDash Marketplace and Wolt Marketplace are referred to as "DoorDash Dashers" and "Wolt courier partners," respectively, in this Quarterly Report on Form 10-Q.
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looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Unless the context requires otherwise, we are referring to DoorDash, Inc. together with its subsidiaries when we use the terms "DoorDash," the "Company," "we," "our," or "us."
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Part I - FINANCIAL INFORMATION
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,
2024 June 30,
2025
Assets
Current assets:
Cash and cash equivalents $ 4,019 $ 3,911
Restricted cash 190 2,750
Short-term marketable securities 1,322 1,088
Funds held at payment processors 436 322
Accounts receivable, net 732 840
Prepaid expenses and other current assets 687 824
Total current assets 7,386 9,735
Long-term marketable securities 835 725
Operating lease right-of-use assets 389 391
Property and equipment, net 778 906
Intangible assets, net 510 890
Goodwill 2,315 3,529
Other assets 632 774
Total assets $ 12,845 $ 16,950
Liabilities, Redeemable Non-controlling Interests and Stockholders’ Equity
Current liabilities:
Accounts payable $ 321 $ 345
Operating lease liabilities 68 78
Accrued expenses and other current liabilities 4,049 4,273
Total current liabilities 4,438 4,696
Operating lease liabilities 468 452
Convertible notes, net
— 2,721
Other liabilities 129 153
Total liabilities 5,035 8,022
Commitments and contingencies (Note 9)
Redeemable non-controlling interests 7 5
Stockholders’ equity:
Common stock, $ 0.00001 par value, 6,000,000 Class A shares authorized as of December 31, 2024 and June 30, 2025, 393,816 and 402,006 Class A shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively; 200,000 Class B shares authorized as of December 31, 2024 and June 30, 2025, 25,861 and 24,909 Class B shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively; 2,000,000 Class C shares authorized as of December 31, 2024 and June 30, 2025, zero Class C shares issued and outstanding as of December 31, 2024 and June 30, 2025
— —
Additional paid-in capital 13,165 13,439
Accumulated other comprehensive income (loss) ( 107 ) 261
Accumulated deficit ( 5,255 ) ( 4,777 )
Total stockholders’ equity 7,803 8,923
Total liabilities, redeemable non-controlling interests and stockholders’ equity $ 12,845 $ 16,950
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 June 30, Six Months Ended June 30,
2024 2025 2024 2025
Revenue $ 2,630 $ 3,284 $ 5,143 $ 6,316
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below 1,385 1,616 2,715 3,116
Sales and marketing 509 607 1,013 1,193
Research and development 303 351 582 657
General and administrative 494 388 813 720
Depreciation and amortization 140 159 282 311
Restructuring charges — — — 1
Total costs and expenses 2,831 3,121 5,405 5,998
Income (loss) from operations ( 201 ) 163 ( 262 ) 318
Interest income, net 49 49 94 98
Other income (expense), net ( 5 ) 59 ( 7 ) 53
Income (loss) before income taxes ( 157 ) 271 ( 175 ) 469
Provision for (benefit from) income taxes 1 ( 13 ) 8 ( 7 )
Net income (loss) including redeemable non-controlling interests ( 158 ) 284 ( 183 ) 476
Less: net loss attributable to redeemable non-controlling interests ( 1 ) ( 1 ) ( 3 ) ( 2 )
Net income (loss) attributable to DoorDash, Inc. common stockholders $ ( 157 ) $ 285 $ ( 180 ) $ 478
Net income (loss) per share attributable to DoorDash, Inc. Class A and Class B common stockholders
Basic $ ( 0.38 ) $ 0.67 $ ( 0.44 ) $ 1.13
Diluted $ ( 0.38 ) $ 0.65 $ ( 0.44 ) $ 1.09
Weighted-average number of shares outstanding used to compute net income (loss) per share attributable to DoorDash, Inc. Class A and Class B common stockholders
Basic 410,482 425,113 407,982 423,278
Diluted 410,482 438,377 407,982 436,980
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
Net income (loss) including redeemable non-controlling interests $ ( 158 ) $ 284 $ ( 183 ) $ 476
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments ( 23 ) 254 ( 93 ) 366
Change in unrealized gains and losses on marketable securities ( 1 ) — ( 5 ) 2
Total other comprehensive income (loss) ( 24 ) 254 ( 98 ) 368
Comprehensive income (loss) including redeemable non-controlling interests ( 182 ) 538 ( 281 ) 844
Less: Comprehensive loss attributable to redeemable non-controlling interests ( 1 ) ( 1 ) ( 3 ) ( 2 )
Comprehensive income (loss) attributable to DoorDash, Inc. common stockholders $ ( 181 ) $ 539 $ ( 278 ) $ 846
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
(in millions, except share amounts which are reflected in thousands)
(Unaudited)
Redeemable
Non-Controlling
Interests Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Income
(Loss) Total
Stockholders’
Equity
Shares Amount
Balances as of December 31, 2023 $ 7 403,228 $ — $ 11,887 $ ( 5,154 ) $ 73 $ 6,806
Issuance of common stock upon settlement of restricted stock units — 3,710 — — — — —
Issuance of common stock upon exercise of stock options — 1,574 — 1 — — 1
Stock-based compensation — — — 289 — — 289
Recognition of redeemable non-controlling interest upon additional capital investment 6 — — — — — —
Other comprehensive income (loss) — — — — — ( 74 ) ( 74 )
Net income (loss) ( 2 ) — — — ( 23 ) — ( 23 )
Balances as of March 31, 2024 $ 11 408,512 — $ 12,177 $ ( 5,177 ) $ ( 1 ) $ 6,999
Issuance of common stock upon settlement of restricted stock units — 3,626 — — — — —
Issuance of common stock upon exercise of stock options — 1,016 — 2 — — 2
Stock-based compensation — — — 344 — — 344
Other comprehensive income (loss) — — — — — ( 24 ) ( 24 )
Repurchase and retirement of common stock — ( 14 ) — — ( 2 ) — ( 2 )
Net income (loss) ( 1 ) — — — ( 157 ) — ( 157 )
Balances as of June 30, 2024 $ 10 413,140 $ — $ 12,523 $ ( 5,336 ) $ ( 25 ) $ 7,162
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
(in millions, except share amounts which are reflected in thousands)
(Unaudited)
Redeemable
Non-Controlling
Interests Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Income
(Loss) Total
Stockholders’
Equity
Shares Amount
Balances as of December 31, 2024 $ 7 419,677 $ — $ 13,165 $ ( 5,255 ) $ ( 107 ) $ 7,803
Issuance of common stock upon settlement of restricted stock units — 3,199 — — — — —
Issuance of common stock upon exercise of stock options — 751 — 3 — — 3
Stock-based compensation — — — 276 — — 276
Other comprehensive income (loss) — — — — — 114 114
Net income (loss) ( 1 ) — — — 193 — 193
Balances as of March 31, 2025 $ 6 423,627 — $ 13,444 $ ( 5,062 ) $ 7 $ 8,389
Issuance of common stock upon settlement of restricted stock units — 2,848 — — — — —
Issuance of common stock upon exercise of stock options — 440 — 2 — — 2
Stock-based compensation — — — 332 — — 332
Other comprehensive income (loss) — — — — — 254 254
Issuance of warrants — — — 341 — — 341
Purchase of convertible note hedges — — — ( 680 ) — — ( 680 )
Net income (loss) ( 1 ) — — — 285 — 285
Balances as of June 30, 2025 $ 5 426,915 $ — $ 13,439 $ ( 4,777 ) $ 261 $ 8,923
The accompanying notes are an integral part of these condensed consolidated financial statements.
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DOORDASH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
Six Months Ended June 30,
2024 2025
Cash flows from operating activities
Net income (loss) including redeemable non-controlling interests $ ( 183 ) $ 476
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 282 311
Stock-based compensation 554 517
Reduction of operating lease right-of-use assets and accretion of operating lease liabilities 52 53
Office lease impairment expenses 83 7
Change in fair value of deal-contingent forward contract
— ( 69 )
Other 41 61
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Funds held at payment processors ( 43 ) 128
Accounts receivable, net ( 63 ) ( 90 )
Prepaid expenses and other current assets ( 35 ) ( 47 )
Other assets ( 81 ) ( 142 )
Accounts payable ( 52 ) 25
Accrued expenses and other current liabilities 571 10
Payments for operating lease liabilities ( 54 ) ( 58 )
Other liabilities 11 ( 43 )
Net cash provided by operating activities 1,083 1,139
Cash flows from investing activities
Purchases of property and equipment ( 40 ) ( 140 )
Capitalized software and website development costs ( 105 ) ( 150 )
Purchases of marketable securities ( 969 ) ( 725 )
Maturities of marketable securities 899 801
Sales of marketable securities 4 286
Acquisitions, net of cash acquired — ( 1,173 )
Other investing activities ( 8 ) —
Net cash used in investing activities ( 219 ) ( 1,101 )
Cash flows from financing activities
Proceeds from issuance of convertible notes, net of issuance costs
— 2,722
Proceeds from issuance of warrants
— 341
Purchase of convertible note hedges
— ( 680 )
Proceeds from exercise of stock options 3 5
Repurchase of common stock ( 7 ) —
Other financing activities 6 ( 10 )
Net cash provided by financing activities 2 2,378
Foreign currency effect on cash, cash equivalents, and restricted cash ( 18 ) 63
Net increase in cash, cash equivalents, and restricted cash 848 2,479
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period 2,772 4,221
Cash, cash equivalents, and restricted cash, end of period $ 3,620 $ 6,700
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents $ 3,430 $ 3,911
Restricted cash 178 2,750
Long-term restricted cash included in other assets 12 39
Total cash, cash equivalents, and restricted cash $ 3,620 $ 6,700
Non-cash investing and financing activities
Purchases of property and equipment not yet settled $ 18 $ 41
Stock-based compensation included in capitalized software and website development costs $ 79 $ 91
Deferred cash consideration for acquisitions
$ — $ 112
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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's mission is to grow and empower local economies. The Company aims to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities.
The Company's primary offerings include the DoorDash Marketplace and the Wolt Marketplace (together, the "Marketplaces"), and its Commerce Platform. The Company's Marketplaces operate in over 30 countries across the globe and provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support. The Company also offers advertising as a value-added service through its Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue.
The Company's Marketplaces compete for consumers based primarily on the selection, convenience, quality, affordability, and service provided. The Company's Marketplaces also include consumer membership programs, DashPass and Wolt+, which aim to lower transactional friction by reducing the delivery and service fees charged, while providing additional membership benefits.
In addition to its Marketplaces, the Company offers its Commerce Platform, which is a suite of services that help merchants grow, run, and operate their businesses on their own channels. DoorDash Drive On-Demand and Wolt Drive (together, "Drive") are white-label delivery fulfillment services that generate the majority of revenue within the Company's Commerce Platform. In addition to Drive, the Company also provides software and services that help merchants establish online ordering, build branded mobile apps, manage reservations and tables, better connect with consumers through customer relationship management and marketing tools, enable tableside order and pay, and manage customer support.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and entities consolidated under the variable interest entity model, 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 balances and 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, 2024. 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, valuation of stock-based compensation, valuation of investments and other financial instruments including valuation of investments without readily determinable fair values, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, impairment of long-lived assets, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates.
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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 year ended December 31, 2024, except for the accounting policy noted below.
Derivative Financial Instruments
The Company accounts for derivative financial instruments in accordance with ASC 815, "Derivatives and Hedging " , which establishes accounting and reporting for derivative instruments, including economic hedges. Accordingly, any gains or losses related to the derivative instruments used as economic hedges are recognized in earnings. Cash flows are recorded in the same section as the cash flows of the related hedged item. Refer to Note 14 - "Derivative" for further information.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"), which requires disclosure, on an annual and interim basis, of specified information about certain costs and expenses in the notes to financial statements. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.
3. Revenue
Disaggregated Revenue Information
All revenue recognized during the periods presented was related to the Company's core business, which is primarily composed of the Company's Marketplaces and Commerce Platform.
Revenue by geographic area is determined based on the address of the merchant, or in the case of the Company's membership products, the address of the consumer. Revenue by geographic area was as follows (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
United States $ 2,318 $ 2,829 $ 4,540 $ 5,485
International (1)
312 455 603 831
Total revenue $ 2,630 $ 3,284 $ 5,143 $ 6,316
(1) No individual country outside the United States represented 10% or more of total consolidated revenue for the periods presented.
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 composed 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 six months ended June 30, 2025 was as follows (in millions):
Six Months Ended June 30, 2025
Beginning balance $ 396
Addition to contract liabilities 1,695
Reduction of contract liabilities (1)(2)
( 1,670 )
Ending balance $ 421
(1) Gift cards and certain consumer credits can be redeemed through the Marketplaces. 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,
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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 $ 228 million associated with unearned prepayments received by the Company, of which $ 187 million was recognized as revenue during the six months ended June 30, 2025. The ending balance of unearned prepayments is expected to be recognized as revenue in 12 months or less.
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):
Six Months Ended June 30,
2024 2025
Beginning balance $ 137 $ 157
Addition to deferred contract costs 40 54
Amortization of deferred contract costs ( 28 ) ( 36 )
Ending balance $ 149 $ 175
Deferred contract costs, current $ 58 $ 72
Deferred contract costs, non-current 91 103
Total deferred contract costs $ 149 $ 175
Allowance for Credit Losses
The allowance for credit losses related to accounts receivable and changes were as follows (in millions):
Six Months Ended June 30,
2024 2025
Beginning balance $ 17 $ 22
Current-period provision for expected credit losses 5 7
Write-offs charged against the allowance ( 4 ) ( 1 )
Ending balance $ 18 $ 28
4. Acquisitions
SevenRooms Acquisition
On June 13, 2025, the Company completed the acquisition of 100 percent of the outstanding equity interests of SevenRooms Inc. (“SevenRooms”), which was accounted for under the acquisition method of accounting. The acquisition will enhance the Company's platform by equipping merchants with tools to manage reservations and tables, better connect with consumers through customer relationship management, and improve their marketing. The Company’s acquisition-related costs for the three and six months ended June 30, 2025 were $ 13 million. All costs were recorded as general and administrative expenses on the Company’s condensed consolidated statements of operations during the
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period in which they were incurred. The acquisition date fair value of the consideration transferred for SevenRooms was $ 1,152 million, which consisted of the following (in millions):
Fair Value
Cash
$ 902
Deferred cash consideration
250
Total consideration $ 1,152
As of June 30 2025, the Company had settled $ 162 million in deferred cash consideration, with $ 88 million remaining to be settled in future periods. For certain SevenRooms employees, a portion of their total consideration was held back subject to revesting. A total of $ 38 million of these employees’ holdback was included as part of the deferred cash consideration and the remaining $ 56 million represents compensation for post-combination services to be recognized over the service period.
The total purchase consideration of the SevenRooms acquisition 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 Company recorded $ 845 million of goodwill which represents the excess of the purchase price over the net assets acquired. Goodwill is primarily attributed to the assembled workforce of SevenRooms and anticipated synergies arising from potential future growth and an enhanced platform to help merchants serve their customers across all channels. The goodwill recorded in connection with the acquisition of SevenRooms is not deductible for tax purposes. The fair value of assets acquired and liabilities assumed are based on management’s best estimates, judgments 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 Company expects to finalize the allocation of the purchase price as soon as practicable, but no later than one year from the acquisition date when the measurement period ends.
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date (in millions):
June 13, 2025
Current assets $ 30
Intangible assets 362
Goodwill 845
Other non-current assets 2
Current liabilities ( 62 )
Deferred tax liability, net ( 25 )
Total
$ 1,152
The following table sets forth the components of intangible assets acquired (in millions) and their estimated useful lives as of the date of acquisition (in years):
Estimated Useful Life June 13, 2025
Existing technology 6 $ 137
Strategic customer relationships
14 165
Other customer relationships
7 54
Trade name
4 6
Total acquired intangible assets $ 362
Existing technology represents the online and mobile SevenRooms platform for reservations, table management, and guest engagement. The customer relationships represent the fair value of the underlying relationships with its customers, including strategic customers such as global hotel chains and casino resorts, and small and mid-size businesses. The estimated fair values of the developed technology and trade name were determined using the relief-from royalty method of the income approach. The estimated fair values of the customer relationships were determined using the multi-period excess earnings method of the income approach. The Company expects to amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful lives.
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From the date of acquisition through June 30, 2025, revenue and net loss attributable to SevenRooms, included in the Company’s condensed consolidated statements of operations was not material. The pro forma information has not been presented as such information is also not material to the Company for the periods presented.
Symbiosys Acquisition
On May 28, 2025, the Company acquired Symbiosys Corp. (“Symbiosys”), a retail media platform company, to expand offsite advertising capabilities. The acquisition was accounted for under the acquisition method of accounting.
The acquisition date fair value of the purchase consideration was $ 121 million, which consisted of the following (in millions):
Fair Value
Cash
$ 89
Deferred cash consideration
29
Fair value of previously held equity interest
3
Total purchase consideration
$ 121
As of June 30 2025, the Company had settled $ 5 million in deferred cash consideration, with $ 24 million remaining to be settled in future periods. For certain Symbiosys employees, a portion of their total consideration was restricted subject to vesting over various service periods. A total of $ 14 million of these employees’ consideration was included as part of the deferred cash consideration and the remaining $ 53 million represents compensation for post-combination services to be recognized over their respective service periods.
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 acquisition. The excess of the purchase consideration over the net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the anticipated synergies from the planned expansion into additional digital channels to extend the breadth of the Company’s marketing channels. The goodwill recorded in connection with the acquisition of Symbiosys is not deductible for tax purposes. The fair value of assets acquired and liabilities assumed are based on management’s best estimates, judgments 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):
May 28, 2025
Current assets $ 7
Intangible assets 19
Goodwill 102
Current liabilities
( 5 )
Other liabilities
( 2 )
Total
$ 121
The intangible assets acquired consisted of existing technology of $ 17 million and customer relationships of $ 2 million, which had estimated useful lives of 4 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.
Other Acquisition
During the three months ended March 31, 2025, the Company acquired a company, which was accounted for under the acquisition method of accounting. The total purchase consideration was approximately $ 28 million, which was allocated to the tangible and intangible assets acquired and liabilities assumed based upon their respective fair values as of the acquisition date. Intangible assets acquired were primarily composed of customer relationships and vendor relationships.
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Additionally, the Company recorded $ 21 million of goodwill, which represented the excess of the purchase price over the net assets acquired.
5. Goodwill and Intangible Assets, Net
The changes in the carrying amount of goodwill during the six months ended June 30, 2025 were as follows (in millions):
Total
Balance as of December 31, 2024 $ 2,315
Goodwill measurement period adjustment ( 1 )
Acquisitions
968
Effects of foreign currency translation 247
Balance as of June 30, 2025 $ 3,529
Intangible assets, net consisted of the following as of December 31, 2024 (in millions):
Weighted-average
Remaining Useful
Life (in years) Gross Carrying
Value Accumulated
Amortization Net Carrying
Value
Existing technology 3.3 $ 232 $ ( 142 ) $ 90
Merchant relationships 8.3 286 ( 82 ) 204
Customer relationships 0.4 116 ( 101 ) 15
Trade name and trademarks 7.4 269 ( 75 ) 194
Assembled workforce in asset acquisition 2.2 10 ( 3 ) 7
Balance as of December 31, 2024 $ 913 $ ( 403 ) $ 510
Intangible assets, net consisted of the following as of June 30, 2025 (in millions):
Weighted-average
Remaining Useful
Life (in years) Gross Carrying
Value Accumulated
Amortization Net Carrying
Value
Existing technology 4.7 $ 404 $ ( 167 ) $ 237
Merchant relationships 7.9 321 ( 105 ) 216
Customer relationships 12.1 352 ( 130 ) 222
Trade name and trademarks 6.8 308 ( 99 ) 209
Assembled workforce in asset acquisitions 1.8 10 ( 4 ) 6
Balance as of June 30, 2025 $ 1,395 $ ( 505 ) $ 890
Amortization expense associated with intangible assets was $ 31 million and $ 32 million for the three months ended June 30, 2024 and 2025, respectively. Amortization expense associated with intangible assets was $ 62 million and $ 63 million for the six months ended June 30, 2024 and 2025, respectively.
The estimated future amortization expense of intangible assets as of June 30, 2025 is as follows (in millions):
Year Ending December 31, Amortization
Expense
Remainder of 2025 $ 70
2026 140
2027 135
2028 117
2029 101
Thereafter 327
Total estimated future amortization expense $ 890
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6. Fair Value Measurements
Assets Measured at Fair Value on a Recurring Basis
The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions):
December 31, 2024
Level 1 Level 2 Level 3 Total
Cash equivalents
Money market funds $ 2,272 $ — $ — $ 2,272
Commercial paper — 5 — 5
U.S. Treasury securities — 15 — 15
Short-term marketable securities
Certificates of deposit — 39 — 39
Commercial paper — 76 — 76
Corporate bonds — 509 — 509
U.S. government agency securities — 33 — 33
U.S. Treasury securities — 612 — 612
Mutual funds 53 — — 53
Long-term marketable securities
Commercial paper — 2 — 2
Corporate bonds — 420 — 420
U.S. government agency securities — 74 — 74
U.S. Treasury securities — 339 — 339
Total $ 2,325 $ 2,124 $ — $ 4,449
June 30, 2025
Level 1 Level 2 Level 3 Total
Cash equivalents
Money market funds $ 2,556 $ — $ — $ 2,556
Certificates of deposit 2 — 2
Short-term marketable securities
Certificates of deposit — 44 — 44
Commercial paper — 44 — 44
Corporate bonds — 496 — 496
U.S. government agency securities — 32 — 32
U.S. Treasury securities — 442 — 442
Mutual funds 30 — — 30
Long-term marketable securities
Corporate bonds — 389 — 389
U.S. government agency securities — 104 — 104
U.S. Treasury securities — 232 — 232
Prepaid expenses and other current assets
Deal-contingent forward
— — 69 69
Total $ 2,586 $ 1,785 $ 69 $ 4,440
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 independent pricing services, 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.
The fair value of the Company’s Level 3 Deal-Contingent Forward (as defined in Note 14 - "Derivative") was determined by comparing the contractual foreign exchange rates to forward market rates for various future dates, probability weighted for the likelihood and timing of when the related acquisition is anticipated to close and discounted to the valuation date.
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The lowest level of inputs used that were significant in determining the fair value were considered Level 3 inputs. See Note 14 - "Derivative" for further information on the Deal-Contingent Forward.
The fair value of the 2030 Notes (as defined in Note 8 - "Convertible Notes, Net") was determined based on the quote price in markets that are not active, which is considered a Level 2 valuation input. Refer to Note 8 - "Convertible Notes, Net" for the carrying amount and fair value of the 2030 Notes.
Assets Measured at Fair Value on a Non-Recurring Basis
The Company’s non-marketable equity securities accounted for using the measurement alternative are recorded at fair value on a non-recurring basis. When indicators of impairment exist or observable price changes in a same or similar security from the same issuer occur, the respective non-marketable equity security would be classified within Level 3 of the fair value hierarchy because the valuation methods include a combination of the observable transaction price at the transaction date and other unobservable inputs. Non-marketable equity securities are recorded in other assets on the condensed consolidated balance sheets.
In the three and six months ended June 30, 2024 and 2025, the Company did not record any material upward or downward adjustments or impairments on its non-marketable equity securities.
Estimating the fair value of the Company’s investments in non-marketable equity securities requires the use of estimates and judgments. Changes in estimates and judgments could result in different estimates of fair value and future adjustments.
The following table summarizes the carrying value of the Company's non-marketable equity securities as of December 31, 2024 and June 30, 2025, including impairments and cumulative upward and downward adjustments made to the initial cost basis of the securities, which were recorded in other income (expense), net in the condensed consolidated statements of operations during the period in which they were incurred (in millions):
December 31,
2024 June 30,
2025
Initial cost basis $ 450 $ 451
Upward adjustments 11 11
Downward adjustments (including impairment) ( 419 ) ( 421 )
Total carrying value at the end of reporting period $ 42 $ 41
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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, 2024
Cost or
Amortized
Cost Unrealized Estimated
Fair
Value
Gains Losses
Cash equivalents
Money market funds $ 2,272 $ — $ — $ 2,272
Commercial paper 5 — — 5
U.S. Treasury securities 15 — — 15
Short-term marketable securities
Certificates of deposit 39 — — 39
Commercial paper 76 — — 76
Corporate bonds 508 1 — 509
U.S. government agency securities 33 — — 33
U.S. Treasury securities 611 1 — 612
Mutual funds 53 — — 53
Long-term marketable securities
Commercial paper 2 — — 2
Corporate bonds 420 1 ( 1 ) 420
U.S. government agency securities 74 — — 74
U.S. Treasury securities 340 — ( 1 ) 339
Total $ 4,448 $ 3 $ ( 2 ) $ 4,449
June 30, 2025
Cost or
Amortized
Cost Unrealized Estimated
Fair
Value
Gains Losses
Cash equivalents
Money market funds $ 2,556 $ — $ — $ 2,556
Certificates of deposit 2 — — 2
Short-term marketable securities
Certificates of deposit 44 — — 44
Commercial paper 44 — — 44
Corporate bonds 495 1 — 496
U.S. government agency securities 32 — — 32
U.S. Treasury securities 442 — — 442
Mutual funds 30 — — 30
Long-term marketable securities
Corporate bonds 388 1 — 389
U.S. government agency securities 104 — — 104
U.S. Treasury securities 231 1 — 232
Total $ 4,368 $ 3 $ — $ 4,371
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, 2024, and June 30, 2025.
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Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in millions):
December 31,
2024 June 30,
2025
Prepaid expenses $ 237 $ 212
Deferred contract costs 64 72
Other receivable 133 154
Other current assets 253 386
Total $ 687 $ 824
Property and Equipment, net
Property and equipment, net consisted of the following (in millions):
December 31,
2024 June 30,
2025
Equipment for merchants $ 190 $ 248
Computer equipment and software 96 111
Capitalized software and website development costs 1,339 1,589
Leasehold improvements 211 233
Office equipment 77 100
Construction in progress 61 62
Total 1,974 2,343
Less: Accumulated depreciation and amortization ( 1,196 ) ( 1,437 )
Property and equipment, net $ 778 $ 906
Depreciation expenses were $ 31 million and $ 33 million for the three months ended June 30, 2024 and 2025, respectively. Depreciation expenses were $ 63 million and $ 67 million for the six months ended June 30, 2024 and 2025, respectively.
The Company capitalized $ 94 million and $ 136 million in capitalized software and website development costs during the three months ended June 30, 2024 and 2025, respectively. The Company capitalized $ 182 million and $ 250 million in capitalized software and website development costs during the six months ended June 30, 2024 and 2025, 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 $ 78 million and $ 94 million for the three months ended June 30, 2024 and 2025, respectively. Amortization of capitalized software and website development costs was $ 157 million and $ 181 million for the six months ended June 30, 2024 and 2025, 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.
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Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in millions):
December 31,
2024 June 30,
2025
Litigation reserves $ 160 $ 190
Sales tax payable and accrued sales and indirect taxes 337 361
Accrued operations related expenses 446 488
Accrued advertising 142 133
Dasher and merchant payable 1,136 1,018
Insurance reserves 1,049 1,112
Contract liabilities 396 421
Other 383 550
Total $ 4,049 $ 4,273
8. Convertible Notes, Net
2030 Notes
In May 2025, the Company issued $ 2.75 billion aggregate principal amount of 0 % Convertible Senior Notes due 2030 (the “2030 Notes”). The total proceeds from the issuance of the 2030 Notes, net of debt issuance costs, were approximately $ 2.72 billion.
The 2030 Notes are senior, unsecured obligations of the Company and will mature on May 15, 2030, unless earlier repurchased, redeemed, or converted, and are governed by the terms of an indenture (the "Indenture"), dated as of May 30, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes do not bear regular cash interest. Special interest and additional interest, if any, may accrue on the 2030 Notes at a combined rate per annum not exceeding 0.50 % upon the occurrence of certain events relating to the failure to file certain reports with the SEC or to remove certain restrictive legends from the 2030 Notes.
Holders of the 2030 Notes may convert all or any portion of their 2030 Notes at their option prior to November 15, 2029, under the following circumstances:
a. during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2025, if the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
b. during the 5 consecutive business days after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the 2030 Notes for each trading day of such 10 -day period was less than 98 % of the product of the last reported sale price per share of the Company’s Class A common stock and the conversion rate on each such trading day; or
c. upon the occurrence of specified corporate events or distributions on the Company’s Class A common stock, in each case, as set forth in the Indenture.
Holders of the 2030 Notes may also convert their 2030 Notes (i) if the Company calls such 2030 Notes for redemption; and (ii) at any time on or after November 15, 2029 until the close of business on the second scheduled trading day immediately before the maturity date.
Upon conversion of any 2030 Notes, the conversion value will be paid in cash up to at least the principal amount of the 2030 Notes being converted. Any amount of the conversion value in excess of the principal portion of such 2030 Notes may be settled in cash or shares of the Company’s Class A common stock, or a combination thereof, at the Company’s option. The 2030 Notes are convertible at an initial conversion rate of 3.425 shares of the Company's Class A common stock per $1,000 principal amount of the 2030 Notes, which is equivalent to an initial conversion price of approximately $ 291.97 per share of the Company's Class A common stock. The conversion rate may be subject to certain anti-dilution adjustments and/or a make-whole adjustment upon the occurrence of specified events set forth in the Indenture. As of June 30, 2025, there have been no changes to the initial conversion price of the 2030 Notes since the issuance date.
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Based on the closing price of the Company’s Class A common stock of $ 246.51 on the last trading day of the quarter, the if-converted value of the 2030 Notes did not exceed the principal value of the 2030 Notes as of June 30, 2025.
The Company may not redeem the notes prior to May 20, 2028. The 2030 Notes will be redeemable, in whole or in part (subject to certain limitations set forth in the Indenture), for cash, at the Company’s option, on or after May 20, 2028 and on or before the 20th scheduled trading day immediately before the maturity date, but only if (i) the 2030 Notes are “Freely Tradable” (as defined in the Indenture), and all accrued and unpaid additional interest, if any, has been paid as of the date the Company sends the related redemption notice and (ii) the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the conversion price on each of at least 20 trading days (whether or not consecutive) including the last trading day, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends such redemption notice. The redemption price will be equal to 100 % of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date. In addition, calling any 2030 Note for redemption will constitute a "Make-Whole Fundamental Change" (as defined in the Indenture) with respect to such 2030 Note, in which case the conversion rate applicable to the conversion of such 2030 Note will be increased in certain circumstances if it is converted after it is called for redemption.
If the Company undergoes a “Fundamental Change” (as defined in the Indenture), then holders of the 2030 Notes may require the Company to repurchase for cash all or any portion of their 2030 Notes at a repurchase price equal to 100 % of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date.
The Indenture contains customary events of default and limited covenants. No sinking fund is required to be provided for the 2030 Notes.
As of June 30, 2025, none of the conditions described in the paragraphs above relating to convertibility or mandatory redemption were met. Therefore, the 2030 Notes are classified as long-term debt.
The net carrying value, net of the 2030 Notes consisted of the following as of June 30, 2025 (in millions):
June 30,
2025
Principal
$ 2,750
Less: debt issuance costs, net of amortization
( 29 )
Carrying value, net $ 2,721
The effective interest rate of the 2030 Notes is 0.22 % per annum. The fair value of the 2030 Notes was $ 3.0 billion as of June 30, 2025 and was determined based on the quote price in markets that are not active, which is considered a Level 2 valuation input.
2030 Note Hedges and Warrant Transactions
In May 2025, in connection with the offering of the 2030 Notes, the Company entered into privately negotiated convertible note hedge transactions whereby the Company has the option to purchase an initial total of approximately 9.4 million shares of its Class A common stock at an initial strike price of approximately $ 291.97 per share (the “Note Hedges”). The total cost of the Note Hedges was approximately $ 680 million.
In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase an initial total of approximately 9.4 million shares of the Company’s Class A common stock at an initial strike price of $ 512.225 per share (the “Warrants”). The Company received approximately $ 341 million in cash proceeds from the sale of the Warrants.
Both the number of shares underlying the Note Hedges and the Warrants and the strike prices of the instruments are subject to customary anti-dilution adjustments. The Note Hedges are expected generally to reduce potential dilution to the Company's Class A common stock upon the conversion of any 2030 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of any converted 2030 Notes, as the case may be, to the extent the market price per share of the Company’s Class A common stock exceeds the then-applicable strike price of the Note Hedges. The Warrants may separately have a dilutive effect with respect to the Company’s Class A common stock to the extent the market price per share of the Company’s Class A common stock exceeds the then-applicable strike price of the Warrants, unless the Company elects, subject to certain conditions, to settle the Warrants in cash.
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The Note Hedges and the Warrants are equity-classified instruments as a result of being indexed to the Company’s Class A common stock and meeting equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as they continue to meet these accounting criteria. The net cost of approximately $ 339 million for the purchase of the Note Hedges and sale of the Warrants was recorded as a reduction to additional paid-in capital in the Company’s condensed consolidated balance sheets.
9. Commitments and Contingencies
Legal Proceedings
From time to time, the Company is 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 ongoing 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 is currently the subject of regulatory and administrative investigations, audits, demands, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of Dashers, the DoorDash Dasher pay models, compliance with consumer protection laws, privacy, cybersecurity, tax issues, unemployment insurance, workers' compensation insurance, and other matters. For example, the Company is currently under audit by the Employment Development Department, State of California (the “CA EDD”) for payroll tax liabilities. In January 2023, the CA EDD issued an assessment for certain amounts that it found to be owed by the Company on behalf of Dashers due to their being classified as independent contractors. The Company believes that Dashers are, and have been, properly classified as independent contractors. Accordingly, the Company believes that it has meritorious defenses and intends to vigorously appeal such adverse assessment. However, the ultimate resolution of the audit is uncertain and, accordingly, the Company has recorded an accrual for this matter within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of June 30, 2025. The results of investigations, audits, demands, and inquiries and related governmental action are inherently unpredictable and, as such, there is always the risk of an investigation, audit, demand, or inquiry having a material impact on the Company's business, financial condition, and results of operations.
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 California 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 California 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 agrees to indemnify, hold harmless, and 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 the Company's technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement.
In addition, the Company has entered 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 of the Company, other than liabilities arising from willful misconduct of the individual.
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. No liability associated with such indemnifications was recorded as of December 31, 2024 and June 30, 2025.
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Insurance Collateral
The Company is required to maintain $ 692 million in collateral in connection with certain insurance policies, which can be held in a combination of cash, surety bonds, and letters of credit. As of June 30, 2025, the Company had $ 692 million of collateral outstanding in the form of surety bonds and letters of credit in connection with the insurance collateral requirement.
Revolving Credit Facility and Letters of Credit
In November 2019, the Company entered into a revolving credit and guaranty agreement, which, as most recently amended and restated on April 26, 2024, provides for an unsecured revolving credit facility of up to $ 800 million, with a letter of credit sublimit of $ 600 million, maturing on April 26, 2029. Loans under the revolving 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 term Secured Overnight Financing Rate (“SOFR”) for a one-month interest period plus 1.00 %, or (ii) an adjusted SOFR (based on an interest period of one, three, or six months) 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 Company's obligations under the revolving credit facility are guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the credit agreement. The credit agreement contains customary affirmative covenants and customary negative covenants that restrict the Company's ability and its subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, declare cash dividends or make certain other distributions, repurchase stock, merge or consolidate with other companies or sell substantially all of the assets of the Company and its subsidiaries, taken as a whole, make investments and loans, and engage in certain transactions with affiliates. The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement.
As of December 31, 2024 and June 30, 2025, the Company was in compliance with the covenants under the credit agreement. As of December 31, 2024 and June 30, 2025, no revolving loans were outstanding under the credit facility.
In addition to the letters of credit maintained in connection with the insurance collateral requirement, the Company also maintains letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2024 and June 30, 2025, the Company had $ 141 million and $ 78 million of issued letters of credit outstanding, respectively, of which $ 112 million and $ 42 million, respectively, were issued from the revolving credit and guaranty agreement.
Deliveroo Transaction
On May 6, 2025, the Company issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the "Code"), disclosing that the board of directors of the Company and the board of directors of Deliveroo plc, a company incorporated in England and Wales (“Deliveroo”), had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of Deliveroo (the "Deliveroo Transaction"). Deliveroo has built one of the leading local commerce platforms across its key geographies, primarily in Europe and the Middle East, all complementary to the Company’s current footprint. The proposed purchase price is 180 pence per Deliveroo share in cash, which equates to an equity value of approximately £ 2.8 billion. On June 16, 2025, Deliveroo shareholders approved the Deliveroo Transaction. The transaction is expected to close during the fourth quarter of 2025, subject to certain regulatory approvals and other customary closing conditions.
Escrow Agreement
In connection with the Deliveroo Transaction and prior to the Rule 2.7 Announcement, the Company, JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), and J.P. Morgan Securities plc entered into an Escrow Agreement (the “Escrow Agreement”). Pursuant to the Escrow Agreement, the Company deposited in escrow an amount in cash with the Escrow Agent in order to partially fund the cash consideration payable by the Company in connection with the Deliveroo Transaction and to satisfy certain requirements pursuant to the Code to evidence certainty of funding for the Deliveroo Transaction (such requirements, the "Cash Confirmation Requirements"), which may be converted from United States Dollars into Pounds Sterling (“GBP”) pursuant to the Deal-Contingent Forward (as defined below) entered into by the Company. Cash held in escrow under the Escrow Agreement is recorded as restricted cash on the condensed consolidated balance sheets and totaled $ 2.5 billion as of June 30, 2025, inclusive of the Additional Cash Deposit (as defined below).
Bridge Term Loan Credit and Guaranty Agreement
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In connection with the Deliveroo Transaction, the Company entered into a Bridge Term Loan Credit and Guaranty Agreement (the “Bridge Credit Agreement”) with J.P. Morgan Chase Bank, N.A. on May 6, 2025 to provide the Company certain borrowings in an aggregate amount of up to $ 2.85 billion, consisting of (i) $ 1.50 billion of tranche A commitments (the "Tranche A Commitments") and (ii) $ 1.35 billion of tranche B commitments (the "Tranche B Commitments"). To the extent any borrowings were made under the Bridge Credit Agreement, such loans would mature 364 days after the closing date of the Deliveroo Transaction and would bear interest, at the Company’s option, at a per annum rate equal to (i) the base rate or (ii) an adjusted SOFR, in each case, plus a specified spread determined based on the Company’s senior, unsecured debt ratings. The Company was also obligated under the Bridge Credit Agreement to pay customary administration fees, syndication fees, commitment fees, ticking fees, and duration fees for a credit facility of this size and type. As of June 30, 2025, no loans were outstanding under the Bridge Credit Agreement.
Pursuant to the terms of the Bridge Credit Agreement and effective as of June 10, 2025, the Tranche A Commitments were automatically reduced in full and terminated. Concurrently with the termination of the Tranche A Commitments, the Company deposited an additional $ 1.5 billion of cash in escrow under the Escrow Agreement in order to maintain satisfaction of the Cash Confirmation Requirements (the "Additional Cash Deposit").
Subsequent to June 30, 2025, the Company voluntarily reduced in full and terminated the Tranche B Commitments and the Bridge Credit Agreement was terminated in accordance with its terms. See Note 15 - "Subsequent Events" for further information.
Sales and Indirect Tax Matters
The Company records sales and indirect tax liabilities as 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 Company is under audit by various state, local, and foreign tax authorities with regard to sales and indirect tax matters. 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.
10. Common Stock
Share Repurchase Program
In February 2025, the Company announced the authorization of a share repurchase program for the repurchase of shares of its Class A common stock in an aggregate amount of up to $ 5.0 billion, which is inclusive of the remaining share repurchase authority of $ 876 million under the share repurchase program that was previously announced by the Company in February 2024. During the six months ended June 30, 2025, the Company did no t repurchase any shares of its Class A common stock under the share repurchase program.
Restricted Stock
The Company granted restricted stock to certain continuing employees in connection with the acquisition of Wolt Enterprises Oy ("Wolt") on May 31, 2022. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date. The fair value of the restricted stock issued to employees that is subject to post-acquisition employment is recorded as compensation expense on a straight-line basis over the requisite service period.
The activities for the restricted stock issued to employees was as follows (in thousands, except per share data):
Number of
Shares Weighted-
Average
Grant Date
Fair Value Per Share
Unvested restricted stock as of December 31, 2024 92
Granted — $ —
Vested — $ —
Forfeited — $ —
Unvested restricted stock as of June 30, 2025 92
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Stock Award Activities
A summary of stock option activity under the 2014 Equity Incentive Plan, 2020 Equity Incentive Plan, and 2022 Inducement Equity Incentive Plan 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, 2024 4,516 $ 5.72 3.18 $ 732
Granted — $ —
Exercised ( 1,191 ) $ 4.17 $ 220
Cancelled and forfeited — $ —
Balance as of June 30, 2025 3,325 $ 6.27 2.82 $ 799
Exercisable as of June 30, 2025 3,204 $ 6.35 2.87 $ 770
Vested and expected to vest as of June 30, 2025 3,325 $ 6.27 2.82 $ 799
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 Nasdaq Stock Market as of the respective period-end dates. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2024 and 2025 was $ 302 million and $ 220 million, respectively. There were no stock options granted during the six months ended June 30, 2024 and 2025.
A 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 RSUs as of December 31, 2024 29,535 $ 4,955
Granted 7,113 $ 181.45
Vested ( 527 ) $ 58.07
Vested and settled ( 6,041 ) $ 98.38
Forfeited ( 1,224 ) $ 101.53
Unvested RSUs as of June 30, 2025 28,856 $ 7,113
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 Nasdaq Stock Market as of the respective period-end dates. The weighted-average fair value per share of RSUs granted during the six months ended June 30, 2024 and 2025 was $ 123.00 and $ 181.45 , respectively.
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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 June 30, Six Months Ended June 30,
2024 2025 2024 2025
Cost of revenue, exclusive of depreciation and amortization $ 41 $ 37 $ 73 $ 70
Sales and marketing 32 33 57 59
Research and development 140 141 253 257
General and administrative 89 71 171 131
Total stock-based compensation expense $ 302 $ 282 $ 554 $ 517
As of June 30, 2025, there was $ 2 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 0.53 years.
In November 2020, the Company’s board of directors approved the grant of 10,379,000 performance-based 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. During the six months ended June 30, 2025, the first tranche of the CEO Performance Award, representing 518,950 shares, vested upon achievement of the first stock price target of $ 187.60 , measured over a consecutive 180 -day period. Settlement of these vested shares is expected to be on the next company vesting date. As of June 30, 2025, there was no remaining unrecognized stock-based compensation expense related to the CEO Performance Award.
As of June 30, 2025, there was $ 2.2 billion of unrecognized stock-based compensation expense related to unvested restricted stock and RSUs. The Company expects to recognize this expense over the remaining weighted-average period of 2.37 years.
11. 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 to tax expense or benefit in the period. The primary difference between the effective tax rate and the federal statutory tax rate is due to the valuation allowance on the Company’s deferred tax assets in certain jurisdictions.
The Company recorded $ 1 million of provision for income taxes and $ 13 million of benefit from income taxes for the three months ended June 30, 2024 and 2025, respectively. The Company recorded $ 8 million of provision for income taxes and $ 7 million of benefit from incomes taxes for the six months ended June 30, 2024 and 2025, respectively. The provision for income taxes for 2024 was primarily attributable to pre-tax book income in the U.S. resulting in federal and state income taxes. The benefit from income taxes for 2025 was primarily attributable to a one-time tax benefit from the release of a portion of the U.S. valuation allowance in connection with the acquisitions that occurred during the year, offset by federal and state income taxes resulting from pre-tax book income in the U.S.
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. 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 June 30, 2025, the Company maintains a full valuation allowance on its net deferred tax assets except for certain foreign jurisdictions.
The Company is subject to income tax audits in the U.S. and 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. To the extent the Company has tax attribute carryforwards, the tax years in which the
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attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the extent utilized in a future period.
12. Net Income (Loss) per Share Attributable to DoorDash, Inc. Common Stockholders
The Company computes net income (loss) per share attributable to DoorDash, Inc. 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 income and losses. The computation of diluted net income per share of Class A common stock for the three and six months ended June 30, 2025 does not assume the conversion of Class B common stock to Class A common stock because including such shares would have an anti-dilutive effect.
The following table sets forth the calculation of basic and diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders during the periods presented. RSUs that have vested but not yet settled are included in the denominator in calculating basic and diluted net income (loss) per share ( in millions, except share amounts which are reflected in thousands, and per share data):
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
Class A Class B Class A Class B Class A Class B Class A Class B
Basic net income (loss) per share
Numerator
Net income (loss) including redeemable non-controlling interests ( 148 ) ( 10 ) 267 17 ( 171 ) ( 12 ) 448 28
Less: Net loss attributable to redeemable non-controlling interests ( 1 ) — ( 1 ) — ( 3 ) — ( 2 ) —
Net income (loss) attributable to DoorDash, Inc. common stockholders ( 147 ) ( 10 ) 268 17 ( 168 ) ( 12 ) 450 28
Denominator
Weighted-average number of shares outstanding used to compute basic net income (loss) per share attributable to DoorDash, Inc. common stockholders 383,316 27,166 400,108 25,005 380,778 27,204 398,041 25,237
Basic net income (loss) per share attributable to DoorDash, Inc. common stockholders $ ( 0.38 ) $ ( 0.38 ) $ 0.67 $ 0.67 $ ( 0.44 ) $ ( 0.44 ) $ 1.13 $ 1.13
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
Class A Class B Class A Class B Class A Class B Class A Class B
Diluted net income (loss) per share
Numerator
Net income (loss) attributable to DoorDash, Inc. common stockholders ( 147 ) ( 10 ) 268 17 ( 168 ) ( 12 ) 450 28
Denominator
Weighted-average number of shares outstanding used to compute basic net income (loss) per share attributable to DoorDash, Inc. common stockholders 383,316 27,166 400,108 25,005 380,778 27,204 398,041 25,237
Weighted-average effect of potentially dilutive securities — — 13,264 — — — 13,702 —
Weighted-average number of shares outstanding used to compute diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders 383,316 27,166 413,372 25,005 380,778 27,204 411,743 25,237
Diluted net income (loss) per share attributable to DoorDash, Inc. common stockholders $ ( 0.38 ) $ ( 0.38 ) $ 0.65 $ 0.65 $ ( 0.44 ) $ ( 0.44 ) $ 1.09 $ 1.09
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The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net income (loss) per share because including such shares would have an anti-dilutive effect, or the issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the respective periods (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
Stock options to purchase common stock 6,430 — 6,430 —
Unvested restricted stock and restricted stock units 35,585 10,102 35,585 10,345
Escrow shares 72 72 72 72
Convertible notes
— 3,312 — 1,665
Warrants related to the issuance of convertible notes
— 3,312 — 1,665
Total 42,087 16,798 42,087 13,747
13. Segment Reporting
The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker ("CODM"). The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reportable segment. The significant segment expenses regularly provided to the CODM was as follows (in millions):
Three Months Ended June 30, Six Months Ended June 30,
2024 2025 2024 2025
Revenue $ 2,630 $ 3,284 $ 5,143 $ 6,316
Less:
Depreciation and amortization 140 159 282 311
Stock-based compensation 302 282 554 517
Cost of revenue* 1,344 1,579 2,642 3,046
Sales and marketing* 477 574 956 1,134
Research and development* 163 210 329 400
General and administrative* 405 317 642 589
Restructuring charges* — — — 1
Total costs and expenses 2,831 3,121 5,405 5,998
Income (loss) from operations ( 201 ) 163 ( 262 ) 318
Interest income, net 49 49 94 98
Other income (expense), net
( 5 ) 59 ( 7 ) 53
Income (loss) before income taxes ( 157 ) 271 ( 175 ) 469
Provision for (benefit from) income taxes 1 ( 13 ) 8 ( 7 )
Net income (loss) including redeemable non-controlling interests ( 158 ) 284 ( 183 ) 476
Net loss attributable to redeemable non-controlling interests
( 1 ) ( 1 ) ( 3 ) ( 2 )
Net income (loss) attributable to DoorDash, Inc. common stockholders $ ( 157 ) $ 285 $ ( 180 ) $ 478
*Exclusive of stock-based compensation and depreciation and amortization shown separately.
14. Derivative
In connection with the proposed acquisition of Deliveroo, the Company entered into a deal-contingent foreign exchange forward transaction with Bank of America, N.A. (the "Deal-Contingent Forward") on May 6, 2025 to manage the risk of variability in foreign exchange rates related to the GBP-denominated purchase price. The Deal-Contingent Forward has a notional amount of approximately £ 2.8 billion and is deliverable, with a variable forward rate, and settlement is contingent upon the successful closing of the transaction. Although the Deal-Contingent Forward is an effective economic hedge, it does not qualify for hedge accounting.
The fair value of the Deal-Contingent Forward at June 30, 2025 was $ 69 million, recorded in Prepaid expenses and other current assets on the condensed consolidated balance sheets and an unrealized gain of $ 69 million was recognized
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during the three and six months ended June 30, 2025, reported in other income (expense), net in the condensed consolidated statements of operations.
The Deal-Contingent Forward is classified as a Level 3 instrument within the fair value hierarchy. See Note 6 - "Fair Value Measurements" for further information on the fair value measurement.
15. Subsequent Events
On July 15, 2025, the Company voluntarily reduced in full and terminated the Tranche B Commitments under the Bridge Credit Agreement. After giving effect to such reduction, no commitments remained outstanding under the Bridge Credit Agreement and the Bridge Credit Agreement was terminated in accordance with its terms. Concurrently with the termination of the Tranche B Commitments, the Company deposited an additional $ 1.32 billion of cash in escrow under the Escrow Agreement in order to maintain satisfaction of the Cash Confirmation Requirements.
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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 year ended December 31, 2024. This discussion contains forward-looking statements that are based on current plans, expectations, and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
DoorDash, Inc. is incorporated in Delaware with headquarters in San Francisco, California. Our mission is to grow and empower local economies. We aim to do this by providing services that reduce friction in local commerce and help merchants better connect with consumers in their communities.
Our primary offerings include the DoorDash Marketplace and the Wolt Marketplace (our "Marketplaces"), and our Commerce Platform. Our Marketplaces operate in over 30 countries across the globe and provide an integrated suite of services that help merchants establish an online presence, connect with consumers in their communities, and solve mission-critical challenges, such as customer acquisition, demand generation, order fulfillment, merchandising, payment processing, and customer support. We also offer advertising as a value-added service through our Marketplaces to help merchants and consumer packaged goods companies increase consumer engagement and drive incremental revenue.
Our Marketplaces compete for consumers based primarily on the selection, convenience, quality, affordability, and service we provide. Our Marketplaces also offer our consumer membership programs, DashPass and Wolt+, which aim to lower transactional friction by reducing the delivery and service fees we charge, while providing additional membership benefits.
In addition to our Marketplaces, we offer our Commerce Platform, which is a suite of services that help merchants grow, run, and operate their businesses on their own channels. DoorDash Drive On-Demand and Wolt Drive (together, "Drive") are white-label delivery fulfillment services that generate the majority of revenue within our Commerce Platform. In addition to Drive, we also provide software and services that help merchants establish online ordering, build branded mobile apps, manage reservations and tables, better connect with consumers through customer relationship management and marketing tools, enable tableside order and pay, and manage customer support.
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Financial and Operational Highlights
We use the following financial and operational metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions:
Three Months Ended June 30,
(in millions, except percentages) 2024 2025
Total Orders 635 761
Total Orders Y/Y growth 19 % 20 %
Marketplace GOV $ 19,711 $ 24,244
Marketplace GOV Y/Y growth 20 % 23 %
Revenue $ 2,630 $ 3,284
Revenue Y/Y growth 23 % 25 %
Net Revenue Margin 13.3 % 13.5 %
GAAP gross profit $ 1,195 $ 1,608
GAAP gross profit as a % of Marketplace GOV 6.1 % 6.6 %
Contribution Profit (1)
$ 825 $ 1,147
Contribution Profit as a % of Marketplace GOV 4.2 % 4.7 %
GAAP net income (loss) attributable to DoorDash, Inc. common stockholders $ (157) $ 285
GAAP net income (loss) attributable to DoorDash, Inc. common stockholders as a % of Marketplace GOV (0.8) % 1.2 %
Adjusted EBITDA (1)
$ 430 $ 655
Adjusted EBITDA as a % of Marketplace GOV 2.2 % 2.7 %
Weighted-average diluted shares outstanding
410 438
(1) Contribution Profit and Adjusted EBITDA are non-GAAP financial measures. For more information regarding our use of these measures and reconciliations to the most directly comparable financial measures calculated in accordance with GAAP, see the section titled “Non-GAAP Financial Measures."
Total Orders. We define Total Orders as all orders completed through our Marketplaces and Commerce Platform over the period of measurement.
In the second quarter of 2025, Total Orders increased to 761 million, or 20% growth compared to the same quarter of 2024. The increase in Total Orders was driven primarily by growth in consumers and growth in average consumer engagement.
Marketplace GOV. We define Marketplace GOV as the total dollar value of orders completed on our Marketplaces, including taxes, tips 2 , and any applicable consumer fees, including membership fees related to DashPass and Wolt+. Marketplace GOV does not include the dollar value of orders, taxes and tips, or fees charged to merchants, for orders fulfilled through our Commerce Platform.
In the second quarter of 2025, Marketplace GOV increased to $24.2 billion, or 23% growth compared to the same quarter of 2024, driven primarily by growth in Total Orders.
Net Revenue Margin . We define Net Revenue Margin as revenue expressed as a percentage of Marketplace GOV.
In the second quarter of 2025, Net Revenue Margin increased to 13.5% from 13.3% in the same quarter of 2024, primarily due to improved logistics efficiency, increasing contribution from advertising revenue, and a reduction in credits and refunds as a percentage of Marketplace GOV. These factors were partially offset by a shift in volume to categories with lower Net Revenue Margins.
Contribution Profit. We define Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring. Gross profit is defined as revenue less (i) cost of revenue, exclusive of depreciation and amortization and (ii) depreciation and amortization related to cost of revenue.
2 Dashers receive 100% of tips
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We use Contribution Profit to evaluate our operating performance and trends. We believe that Contribution Profit is a useful indicator of the economic impact of orders fulfilled through DoorDash as it takes into account the direct expenses associated with generating and fulfilling orders.
In the second quarter of 2025, Contribution Profit increased to $1.1 billion, compared to $825 million in the same quarter of 2024, driven primarily by growth in revenue, partially offset by increases in cost of revenue and sales and marketing expenses.
Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted to include net income (loss) attributable to redeemable non-controlling interests and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.
Adjusted EBITDA is a performance measure that we use to assess our operating performance and the operating leverage in our business.
In the second quarter of 2025, Adjusted EBITDA increased to $655 million from $430 million in the same quarter of 2024, driven primarily by growth in Contribution Profit, partially offset by increases in adjusted research and development expense and adjusted general and administrative expense.
Free Cash Flow. We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.
In the second quarter of 2025 , we generated net cash provided by operating activities of $504 million and Free Cash Flow of $355 million, down from $530 million and $451 million, respectively in the same quarter of 2024. Among other factors, Free Cash Flow in the second quarter of 2025 was negatively impacted by timing of working capital, which we expect to act as a benefit to Free Cash Flow in the second half of 2025.
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Results of Operations
The following table summarizes our historical condensed consolidated statements of operations data:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Revenue $ 2,630 $ 3,284 $ 5,143 $ 6,316
Costs and expenses: (1)
Cost of revenue, exclusive of depreciation and amortization shown separately below 1,385 1,616 2,715 3,116
Sales and marketing 509 607 1,013 1,193
Research and development 303 351 582 657
General and administrative 494 388 813 720
Depreciation and amortization (2)
140 159 282 311
Restructuring charges — — — 1
Total costs and expenses 2,831 3,121 5,405 5,998
Income (loss) from operations (201) 163 (262) 318
Interest income, net 49 49 94 98
Other income (expense), net (5) 59 (7) 53
Income (loss) before income taxes (157) 271 (175) 469
Provision for (benefit from) income taxes 1 (13) 8 (7)
Net income (loss) including redeemable non-controlling interests (158) 284 (183) 476
Less: net loss attributable to redeemable non-controlling interests (1) (1) (3) (2)
Net income (loss) attributable to DoorDash, Inc. common stockholders $ (157) $ 285 $ (180) $ 478
(1) Costs and expenses included stock-based compensation expense as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Cost of revenue, exclusive of depreciation and amortization $ 41 $ 37 $ 73 $ 70
Sales and marketing 32 33 57 59
Research and development 140 141 253 257
General and administrative 89 71 171 131
Total stock-based compensation expense $ 302 $ 282 $ 554 $ 517
(2) Depreciation and amortization related to the following:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Cost of revenue $ 50 $ 60 $ 104 $ 114
Sales and marketing 30 28 60 56
Research and development 55 65 108 130
General and administrative 5 6 10 11
Total depreciation and amortization $ 140 $ 159 $ 282 $ 311
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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 June 30, Six Months Ended June 30,
2024 2025 2024 2025
Revenue 100 % 100 % 100 % 100 %
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below 53 % 49 % 53 % 49 %
Sales and marketing 19 % 18 % 20 % 19 %
Research and development 12 % 11 % 11 % 10 %
General and administrative 19 % 12 % 16 % 11 %
Depreciation and amortization 5 % 5 % 5 % 5 %
Restructuring charges — % — % — % — %
Total costs and expenses 108 % 95 % 105 % 94 %
Income (loss) from operations (8) % 5 % (5) % 6 %
Interest income, net 2 % 1 % 2 % 2 %
Other income (expense), net — % 2 % — % 1 %
Income (loss) before income taxes (6) % 8 % (3) % 9 %
Provision for (benefit from) income taxes — % — % — % — %
Net income (loss) including redeemable non-controlling interests (6) % 8 % (3) % 9 %
Less: net loss attributable to redeemable non-controlling interests — % — % — % — %
Net income (loss) attributable to DoorDash, Inc. common stockholders (6) % 8 % (3) % 9 %
Comparison of the Three and Six Months Ended June 30, 2024 and 2025
Revenue
We generate a substantial majority of our revenue from orders completed through our Marketplaces and the related commissions charged to partner merchants and fees charged to consumers. Commissions from partner merchants are based on an agreed-upon rate applied to the total dollar value of goods ordered in exchange for using our Marketplaces to sell the partner merchants’ products. Fees from consumers are for the use of our Marketplaces and to arrange for delivery services. Our revenue reflects commissions charged to partner merchants and fees charged to consumers less (i) Dasher payout and (ii) refunds, credits, and promotions, which includes certain discounts and incentives provided to consumers.
We also generate revenue from membership fees paid by consumers for DashPass and Wolt+, and our advertising products, which are recognized as part of our Marketplaces revenue.
In addition, we generate revenue from other sources, including our Commerce Platform. Drive generates the majority of revenue within our Commerce Platform. We generate revenue from Drive by collecting per-order fees from merchants to arrange for delivery services that fulfill demand generated through their own channels.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Revenue $ 2,630 $ 3,284 25 % $ 5,143 $ 6,316 23 %
Revenue increased by $654 million, or 25%, during the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily driven by a 23% increase in Marketplace GOV. During the second quarter of 2025, revenue grew at a faster rate than Marketplace GOV during the same period primarily due to improved logistics efficiency, increasing contribution from advertising revenue, and a reduction in credits and refunds as a percentage of Marketplace GOV.
Revenue increased by $1.2 billion, or 23%, during the first six months of 2025, compared to the same period of 2024. The increase was primarily driven by a 21% increase in Marketplace GOV. For the first six months of 2025, revenue grew at a
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faster rate than Marketplace GOV during the same period primarily due to improved logistics efficiency, increasing contribution from advertising revenue, and a reduction in credits and refunds as a percentage of Marketplace GOV.
Cost of Revenue, Exclusive of Depreciation and Amortization
Cost of revenue primarily consists of (i) order management costs, which include payment processing charges, net of rebates issued from payment processors, costs associated with cancelled orders, insurance expenses, costs related to placing orders with non-partner merchants, and costs related to first party product sales, for which we take control of inventory, (ii) platform costs, which include costs for onboarding merchants and Dashers, costs for providing support for consumers, merchants, and Dashers, and technology platform infrastructure costs, and (iii) personnel costs, which include personnel-related compensation expenses related to our local operations, support, and other teams, and allocated overhead. Personnel-related compensation expenses primarily include salary, bonus, benefits, and stock-based compensation expense. Allocated overhead is determined based on an allocation of shared costs, such as facilities (including rent and utilities) and information technology costs, among all departments based on employee headcount.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Cost of revenue, exclusive of depreciation and amortization $ 1,385 $ 1,616 17 % $ 2,715 $ 3,116 15 %
Cost of revenue, exclusive of depreciation and amortization, increased by $231 million, or 17%, for the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily attributable to an increase of $176 million in order management costs, driven primarily by growth in Total Orders, partially offset by a decrease in insurance expenses, and an increase of $64 million in platform costs, driven primarily by growth in Total Orders.
Cost of revenue, exclusive of depreciation and amortization, increased by $401 million, or 15%, during the first six months of 2025, compared to the same period of 2024. The increase was primarily attributable to an increase of $297 million in order management costs, driven primarily by growth in Total Orders, partially offset by a decrease in insurance expenses, and an increase of $127 million in platform costs, driven primarily by growth in Total Orders.
Sales and Marketing
Sales and marketing expenses primarily consist of advertising and other ancillary expenses related to merchant, consumer, and Dasher acquisition, including certain consumer referral credits and Dasher referral fees paid to the referrers to the extent they represent fair value of acquiring a new consumer or a new Dasher, brand marketing expenses, personnel-related compensation expenses for sales and marketing employees, and commissions expense including amortization of deferred contract costs, as well as allocated overhead.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Sales and marketing $ 509 $ 607 19 % $ 1,013 $ 1,193 18 %
Sales and marketing expenses increased by $98 million, or 19%, for the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily driven by an increase of $70 million in advertising expenses and an increase of $27 million in personnel-related compensation expenses.
Sales and marketing expenses increased by $180 million, or 18%, during the first six months of 2025, compared to the same period of 2024. The increase was primarily driven by an increase of $133 million in advertising expenses, and an increase of $46 million in personnel-related compensation expenses.
Research and Development
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Research and development expenses primarily consist of personnel-related compensation expenses related to data analytics and the design of, product development of, and improvements to our platform, as well as expenses associated with the licensing of third-party software and allocated overhead.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Research and development $ 303 $ 351 16 % $ 582 $ 657 13 %
Research and development expenses increased by $48 million, or 16%, for the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily driven by an increase of $63 million in personnel-related compensation expenses, partially offset by an increase in capitalized software and website development costs of $31 million.
Research and development expenses increased by $75 million, or 13%, during the first six months of 2025, compared to the same period of 2024. The increase was primarily driven by an increase of $106 million in personnel-related compensation expenses, partially offset by an increase in capitalized software and website development costs of $52 million.
General and Administrative
General and administrative expenses primarily consist of legal, tax, and regulatory expenses, which include litigation settlement expenses and sales and indirect taxes, personnel-related compensation expenses related to administrative employees, which include finance and accounting, human resources and legal, chargebacks associated with fraudulent credit card transactions, professional services fees, transaction-related costs, impairment expenses, bad debt expense, and allocated overhead.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
General and administrative $ 494 $ 388 (21) % $ 813 $ 720 (11) %
General and administrative expenses decreased by $106 million, or 21%, for the second quarter of 2025, compared to the same quarter of 2024. The decrease was primarily driven by a decrease of $83 million in office lease impairment expenses, a decrease of $55 million in legal, tax, and regulatory expenses, partially offset by an increase of $20 million in transaction-related costs.
General and administrative expenses decreased by $93 million, or 11%, during the first six months of 2025, compared to the same period of 2024. The decrease was primarily driven by a decrease of $76 million in office lease impairment expenses and a decrease of $64 million in legal, tax, and regulatory expenses, partially offset by an increase of $29 million in transaction-related costs.
Depreciation and Amortization
Depreciation and amortization expenses primarily consist of depreciation and amortization expenses associated with our property and equipment and intangible assets. Depreciation primarily includes expenses associated with equipment for merchants, computer equipment and software, office equipment, and leasehold improvements. Amortization includes expenses associated with our capitalized software and website development costs, as well as acquired intangible assets.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Depreciation and amortization $ 140 $ 159 14 % $ 282 $ 311 10 %
De preciation and amortization expenses increased by $19 million, or 14%, for the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily driven by an increase of $16 million in amortization expense related to increased capitalized software and website development costs.
Depreciation and amortization expenses increased by $29 million, or 10%, during the first six months of 2025, compared to the same period of 2024. The increase was primarily driven by an increase of $24 million in amortization expense related to increased capitalized software and website development costs.
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Restructuring Charges
Restructuring charges primarily consist of separation-related payments and other termination benefit costs associated with restructuring activities.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Restructuring charges $ — $ — * $ — $ 1 *
*Percentage not meaningful
Restructuring charges were not material in the periods presented.
Interest Income, Net
Interest income, net primarily consists of interest earned on our cash, cash equivalents, and marketable securities, net of interest costs.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Interest income, net $ 49 $ 49 — % $ 94 $ 98 4 %
Interest income , net remained flat for the second quarter of 2025, compared to the same quarter of 2024.
Interest income, net remained materially consistent for the first six months of 2025, compared to the same period of 2024.
Other Income (Expense), Net
Other income (expense), net primarily consists of changes in fair value of the deal-contingent forward contract (the "Deal-Contingent Forward") that we entered into with Bank of America, N.A. on May 6, 2025 to manage the risk of variability in foreign exchange rates related to the Pounds Sterling (“GBP”)-denominated purchase price of our proposed acquisition of Deliveroo plc. The Deal-Contingent Forward has a notional amount of £2.8 billion and is deliverable, with a variable forward rate, and settlement is contingent upon the successful closing of the transaction. Other income (expense), net also includes adjustments to non-marketable equity securities, including impairment, as well as gains and losses from transactions denominated in a currency other than the functional currency.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Other income (expense), net $ (5) $ 59 * $ (7) $ 53 *
*Percentage not meaningful
Other income (expense), net increased by $64 million for the second quarter of 2025, compared to the same quarter of 2024. The increase was primarily driven by a change in fair value of the Deal-Contingent Forward.
Other income (expense), net increased by $60 million for the first six months of 2025, compared to the same period of 2024. The increase was primarily driven by a change in fair value of the Deal-Contingent Forward.
Provision for (benefit from) Income Taxes
We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the U.S. Additionally, certain of our foreign earnings may also be taxable in the U.S.
Accordingly, our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in our stock price, intercompany transactions, changes in how we do business, acquisitions, investments, tax audit developments, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains and losses, changes in statutes, regulations, case law, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework,
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competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the impact of discrete items and non-deductible expenses varies depending on the amount of pre-tax income or loss. For example, the impact of any particular item is greater when the amount of our pre-tax income or loss is smaller.
We have a valuation allowance for our net deferred tax assets in the U.S. and Finland. We expect to maintain these valuation allowances until it becomes more-likely-than-not that the benefit of our deferred tax assets will be realized by way of expected future taxable income in the U.S. and Finland.
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 % Change 2024 2025 % Change
Provision for (benefit from) income taxes $ 1 $ (13) * $ 8 $ (7) *
*Percentage not meaningful
The benefit from income taxes for the second quarter of 2025 was primarily attributable to a one-time tax benefit from the release of a portion of the U.S. valuation allowance in connection with the acquisitions that occurred during the quarter, offset by federal and state income taxes resulting from pre-tax book income in the U.S. The provision for income taxes for the same quarter of 2024 was primarily attributable to pre-tax book income in the U.S. resulting in federal and state income taxes.
The benefit from income taxes for the first six months of 2025 was primarily attributable to a one-time tax benefit from the release of a portion of the U.S. valuation allowance in connection with the acquisitions that occurred during the year, offset by federal and state income taxes resulting from pre-tax book income in the U.S. The provision for income taxes for the first six months of 2024 was primarily attributable to pre-tax book income in the U.S. resulting in federal and state income taxes.
Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that sufficient positive evidence may become available in a future period to reach a conclusion that the U.S. valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of U.S. federal and state deferred tax assets and a corresponding decrease to income tax expense in the period the release is recorded. The exact timing and amount of any potential valuation allowance release are subject to change on the basis of our level of sustained U.S. profitability, as well as the amount of our tax deductible stock-based compensation, which is dependent upon our publicly traded share price, and macroeconomic conditions, among other factors.
On July 4, 2025, the U.S. enacted tax reform legislation through the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. We will continue to evaluate the impact that this new legislation has on the Consolidated Financial Statements.
For additional information, see Note 11 - "Income Taxes" included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q.
Non-GAAP Financial Measures
We use adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow 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 business and financial performance. We believe that these non-GAAP financial measures provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to metrics used by our management in their financial and operational decision making. We are presenting these non-GAAP financial measures to assist investors in seeing our business and financial performance through the eyes of management, and because we believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing results of operations of our business over multiple periods and with other companies in our industry.
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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. Further, these metrics have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations. Thus, our adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow 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 adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow to their respective related GAAP financial measures. We encourage investors and others to review our business, results of operations, and financial information in its entirety, not to rely on any single financial measure, and to view adjusted cost of revenue, adjusted sales and marketing expense, adjusted research and development expense, adjusted general and administrative expense, Contribution Profit, Contribution Margin, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, and Free Cash Flow in conjunction with their respective related GAAP financial measures.
Adjusted Cost of Revenue
We define adjusted cost of revenue as cost of revenue, exclusive of depreciation and amortization, excluding stock-based compensation expense and certain payroll tax expense, allocated overhead, and inventory write-off related to restructuring. We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
The following table provides a reconciliation of cost of revenue, exclusive of depreciation and amortization, to adjusted cost of revenue:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Cost of revenue, exclusive of depreciation and amortization $ 1,385 $ 1,616 $ 2,715 $ 3,116
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (41) (37) (74) (71)
Allocated overhead (9) (10) (17) (18)
Adjusted cost of revenue $ 1,335 $ 1,569 $ 2,624 $ 3,027
Adjusted Sales and Marketing Expense
We define adjusted sales and marketing expense as sales and marketing expenses excluding stock-based compensation expense and certain payroll tax expense, and allocated overhead. We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
The following table provides a reconciliation of sales and marketing expense to adjusted sales and marketing expense:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Sales and marketing $ 509 $ 607 $ 1,013 $ 1,193
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (33) (33) (58) (59)
Allocated overhead (6) (6) (12) (12)
Adjusted sales and marketing $ 470 $ 568 $ 943 $ 1,122
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Adjusted Research and Development Expense
We define adjusted research and development expense as research and development expenses excluding stock-based compensation expense and certain payroll tax expense, and allocated overhead. We exclude stock-based compensation as it is non-cash in nature and we exclude allocated overhead as it is generally a fixed cost and is not directly impacted by Total Orders. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
The following table provides a reconciliation of research and development expense to adjusted research and development expense:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Research and development $ 303 $ 351 $ 582 $ 657
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (141) (141) (255) (257)
Allocated overhead (6) (8) (11) (14)
Adjusted research and development $ 156 $ 202 $ 316 $ 386
Adjusted General and Administrative Expense
We define adjusted general and administrative expense as general and administrative expenses excluding stock-based compensation expense and certain payroll tax expense, certain legal, tax, and regulatory settlements, reserves, and expenses, transaction-related costs (primarily consists of acquisition, integration, and investment related costs), impairment expenses, and including allocated overhead from cost of revenue, sales and marketing, and research and development. We exclude stock-based compensation as it is non-cash in nature and we exclude certain legal, tax, and regulatory settlements, reserves, and expenses, transaction-related costs, as well as impairment expenses, as these costs are not indicative of our operating performance. We believe excluding such expenses provides a better period-to-period comparison of the core operating performance of our business.
The following table provides a reconciliation of general and administrative expense to adjusted general and administrative expense:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
General and administrative $ 494 $ 388 $ 813 $ 720
Adjusted to exclude the following:
Stock-based compensation expense and certain payroll tax expense (89) (71) (172) (132)
Certain legal, tax, and regulatory settlements, reserves, and expenses (1)
(102) (29) (137) (58)
Transaction-related costs (2) (22) (2) (31)
Office lease impairment expenses (83) — (83) (7)
Allocated overhead from cost of revenue, sales and marketing, and research and development 21 24 40 44
Adjusted general and administrative $ 239 $ 290 $ 459 $ 536
(1) We exclude certain costs and expenses from our calculation of adjusted general and administrative expense because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls. We believe it is appropriate to exclude the foregoing matters from our calculation of adjusted general and administrative expense because (1) the timing and magnitude of such expenses are unpredictable and thus not part of management’s budgeting or forecasting process, and (2) with respect to worker classification matters, management currently expects such expenses will not be material to our results of operations over the long term as a result of increasing legislative and regulatory certainty in this area, including as a result of Proposition 22 in California and similar legislation.
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Contribution Profit
We use Contribution Profit to evaluate our operating performance and trends. We believe that Contribution Profit is a useful indicator of the economic impact of orders fulfilled through DoorDash as it takes into account the direct expenses associated with generating and fulfilling orders. It is not a financial measure of total company profitability and it is neither intended to be used as a proxy for total company profitability nor imply profitability for our business. We define Contribution Profit as our gross profit less sales and marketing expense plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing expenses, (iii) allocated overhead included in cost of revenue and sales and marketing expenses, and (iv) inventory write-off related to restructuring. We define gross margin as gross profit as a percentage of revenue for the same period and we define Contribution Margin as Contribution Profit as a percentage of revenue for the same period.
Gross profit is the most directly comparable financial measure to Contribution Profit. The following table provides a reconciliation of gross profit to Contribution Profit:
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 2024 2025
Revenue $ 2,630 $ 3,284 $ 5,143 $ 6,316
Less: Cost of revenue, exclusive of depreciation and amortization (1,385) (1,616) (2,715) (3,116)
Less: Depreciation and amortization related to cost of revenue (50) (60) (104) (114)
Gross profit $ 1,195 $ 1,608 $ 2,324 $ 3,086
Gross Margin 45.4 % 49.0 % 45.2 % 48.9 %
Less: Sales and marketing $ (509) $ (607) $ (1,013) $ (1,193)
Add: Depreciation and amortization related to cost of revenue 50 60 104 114
Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue and sales and marketing 74 70 132 130
Add: Allocated overhead included in cost of revenue and sales and marketing 15 16 29 30
Contribution Profit $ 825 $ 1,147 $ 1,576 $ 2,167
Contribution Margin 31.4 % 34.9 % 30.6 % 34.3 %
Adjusted Gross Profit
We define Adjusted Gross Profit as gross profit plus (i) depreciation and amortization expense related to cost of revenue, (ii) stock-based compensation expense and certain payroll tax expense included in cost of revenue, (iii) allocated overhead included in cost of revenue, and (iv) inventory write-off related to restructuring. Gross profit is defined as revenue less (i) cost of revenue, exclusive of depreciation and amortization and (ii) depreciation and amortization related to cost of revenue. Adjusted Gross Margin is defined as Adjusted Gross Profit as a percentage of revenue for the same period.
The following table provides a reconciliation of gross profit to Adjusted Gross Profit:
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except percentages) 2024 2025 2024 2025
Gross profit $ 1,195 $ 1,608 $ 2,324 $ 3,086
Add: Depreciation and amortization related to cost of revenue 50 60 104 114
Add: Stock-based compensation expense and certain payroll tax expense included in cost of revenue 41 37 74 71
Add: Allocated overhead included in cost of revenue 9 10 17 18
Adjusted Gross Profit $ 1,295 $ 1,715 $ 2,519 $ 3,289
Adjusted Gross Margin 49.2 % 52.2 % 49.0 % 52.1 %
Adjusted EBITDA
Adjusted EBITDA is a measure that we use to assess our operating performance and the operating leverage in our business. We define Adjusted EBITDA as net income (loss) attributable to DoorDash, Inc. common stockholders, adjusted
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to include net income (loss) attributable to redeemable non-controlling interests and exclude (i) certain legal, tax, and regulatory settlements, reserves, and expenses, (ii) loss on disposal of property and equipment, (iii) transaction-related costs (primarily consists of acquisition, integration, and investment related costs), (iv) impairment expenses, (v) restructuring charges, (vi) inventory write-off related to restructuring, (vii) provision for (benefit from) income taxes, (viii) interest income, net, (ix) other (income) expense, net, (x) stock-based compensation expense and certain payroll tax expense, and (xi) depreciation and amortization expense.
The following table provides a reconciliation of net income (loss) attributable to DoorDash, Inc. common stockholders to Adjusted EBITDA, and a reconciliation of net income (loss) including redeemable non-controlling interests to Adjusted EBITDA:
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2024 2025 2024 2025
Net income (loss) attributable to DoorDash, Inc. common stockholders $ (157) $ 285 $ (180) $ 478
Add: Net loss attributable to redeemable non-controlling interests (1) (1) (3) (2)
Net income (loss) including redeemable non-controlling interests $ (158) $ 284 $ (183) $ 476
Certain legal, tax, and regulatory settlements, reserves, and expenses (1)
102 29 137 58
Transaction-related costs 2 22 2 31
Office lease impairment expenses 83 — 83 7
Restructuring charges — — — 1
Provision for (benefit from) income taxes 1 (13) 8 (7)
Interest income, net (49) (49) (94) (98)
Other (income) expense, net (2)
5 (59) 7 (53)
Stock-based compensation expense and certain payroll tax expense 304 282 559 519
Depreciation and amortization expense 140 159 282 311
Adjusted EBITDA $ 430 $ 655 $ 801 $ 1,245
(1) We exclude certain costs and expenses from our calculation of Adjusted EBITDA because management believes that these costs and expenses are not indicative of our core operating performance, do not reflect the underlying economics of our business, and are not necessary to operate our business. These excluded costs and expenses consist of (i) certain legal costs primarily related to worker classification matters, and our historical Dasher pay model and pay practices, (ii) reserves and settlements or other resolutions for or related to the collection of sales, indirect, and other taxes that we do not expect to incur on a recurring basis, and (iii) expenses related to supporting various policy matters, including those related to worker classification, other labor law matters, and price controls. We believe it is appropriate to exclude the foregoing matters from our calculation of Adjusted EBITDA because (1) the timing and magnitude of such expenses are unpredictable and thus not part of management’s budgeting or forecasting process, and (2) with respect to worker classification matters, management currently expects such expenses will not be material to our results of operations over the long term as a result of increasing legislative and regulatory certainty in this area, including as a result of Proposition 22 in California and similar legislation.
(2) Consists primarily of a non-cash change in fair value of the Deal-Contingent Forward during the three months ended June 30, 2025.
Free Cash Flow
We define Free Cash Flow as cash flows from operating activities less purchases of property and equipment and capitalized software and website development costs.
The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow:
Six Months Ended June 30,
(in millions) 2024 2025
Net cash provided by operating activities $ 1,083 $ 1,139
Purchases of property and equipment (40) (140)
Capitalized software and website development costs (105) (150)
Free Cash Flow $ 938 $ 849
Net cash used in investing activities $ (219) $ (1,101)
Net cash provided by financing activities $ 2 $ 2,378
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Credit Facility
On November 19, 2019, we entered into a revolving credit and guaranty agreement with certain lenders, which, as most recently amended and restated on April 26, 2024, provides for an $800 million unsecured revolving credit facility maturing on April 26, 2029, with a sublimit for the issuance of letters of credit in an aggregate face amount of up to $600 million. As of June 30, 2025, we were in compliance with the covenants under the revolving credit and guaranty agreement. As amended and restated, the credit agreement contains customary affirmative covenants, as well as customary negative covenants that restrict our ability and our subsidiaries’ ability to, among other things, incur subsidiary indebtedness, grant liens, declare cash dividends or make certain other distributions, repurchase stock, merge or consolidate with other companies or sell substantially all of our and our subsidiaries' assets, taken as a whole, make investments and loans, and engage in certain transactions with affiliates. The Company must also maintain compliance with a maximum senior net leverage ratio, measured quarterly, determined in accordance with the terms of the credit agreement. As of December 31, 2024 and June 30, 2025, no revolving loans were outstanding and $112 million and $42 million of letters of credit were issued under our revolving credit facility, respectively.
Liquidity and Capital Resources
As of June 30, 2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $5.7 billion, which consisted of cash and cash equivalents of $3.9 billion, short-term marketable securities of $1.1 billion, and long-term marketable securities of $725 million. Additionally, funds held at payment processors of $322 million represent cash due from our payment processors for cleared transactions with merchants and consumers, as well as funds remitted to payment processors for Dasher payout. Cash and cash equivalents consisted of cash on deposit with banks, as well as institutional money market funds and certificates of deposit. Marketable securities consisted of certificates of deposit, commercial paper, corporate bonds, U.S. government agency securities, U.S. Treasury securities, and mutual funds.
We have generated significant operating losses from our operations as reflected in our accumulated deficit of $4.8 billion as of June 30, 2025. We have historically funded our operations from cash from operations as well as the issuance of equity securities, including in our initial public offering in December 2020. We have also completed debt financings, such as our recent issuance of $2.75 billion aggregate principal amount of 0% Convertible Senior Notes due 2030 (the “2030 Notes”) in May 2025. We intend to use the net proceeds from the 2030 Notes for general corporate purposes. For additional information regarding the 2030 Notes, see Note 8 - "Convertible Notes, Net" included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q.
To execute on our strategic initiatives to continue to grow our business, we may incur operating losses and generate negative cash flows from operations in the future, and as a result, we may require additional capital resources. We believe our existing cash, cash equivalents, and marketable securities, along with the available borrowings under our revolving credit facility, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.
In February 2025, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $5.0 billion, which is inclusive of the remaining share repurchase authority of $876 million under the share repurchase program that we previously announced in February 2024. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. We have entered into, and may, from time to time, enter into, Rule 10b5-1 plans to facilitate repurchases of our Class A common stock under this authorization. We may or may not repurchase any portion of the total authorized amount, and the timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. As of June 30, 2025, $5.0 billion remained available under the repurchase authorization.
Our future capital requirements will depend on many factors, including, but not limited to our growth, our ability to attract and retain merchants, consumers, and Dashers that utilize our platform, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, the timing and extent of spending for policy and worker classification initiatives, and the occurrence of certain conditions triggering the 2030 Notes' conversion feature, which will be required to be settled partially or entirely in cash, or the repurchase of some or all of the 2030 Notes. Further, we have entered into pending, and may in the future enter into additional, arrangements to acquire or invest in businesses, products, services, and technologies. For example, we recently announced a formal offer to acquire Deliveroo plc for 180 pence per share in a recommended final all cash transaction (the "Deliveroo Transaction") and recently closed our acquisition of SevenRooms Inc. in an all-cash
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transaction. In connection with the Deliveroo Transaction, we entered into (i) a Bridge Term Loan Credit and Guaranty Agreement (the “Bridge Credit Agreement”) to, among other things, provide a source of financing to partially fund the cash consideration payable by us in the Deliveroo Transaction; and (ii) an Escrow Agreement (the “Escrow Agreement”), pursuant to which, we deposited in escrow certain cash amounts to partially fund the cash consideration payable by us in the Deliveroo Transaction. For additional information regarding the Deliveroo Transaction, the Bridge Credit Agreement, including the subsequent termination of the Bridge Credit Agreement, and the Escrow Agreement, see Note 9 - "Commitments and Contingencies" included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q. In addition, the 2030 Notes will mature on May 15, 2030, unless earlier repurchased, redeemed or converted. Before November 15, 2029, noteholders will have the right to convert the 2030 Notes only upon the occurrence of certain events. From and after November 15, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will have the right to elect to settle conversions either in cash or in a combination of cash and shares of our Class A common stock, provided that, at least the principal amount of the 2030 Notes being converted will be paid in cash, which could adversely affect our liquidity. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition, and results of operations could be adversely affected.
The following table summarizes our cash flows for the periods indicated:
Six Months Ended June 30,
(in millions) 2024 2025
Net cash provided by operating activities $ 1,083 $ 1,139
Net cash used in investing activities (219) (1,101)
Net cash provided by financing activities 2 2,378
Foreign currency effect on cash, cash equivalents, and restricted cash (18) 63
Net increase in cash, cash equivalents, and restricted cash $ 848 $ 2,479
Operating Activities
Cash provided by operating activities was $1.1 billion for the first six months of 2025. This consisted of net income including redeemable non-controlling interests of $476 million, adjusted for non-cash stock-based compensation expense of $517 million, non-cash depreciation and amortization expense of $311 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $53 million, non-cash office lease impairment expenses of $7 million, and other net non-cash expenses of $61 million, offset by a $69 million change in fair value of our deal-contingent forward contract, as well as $217 million net outflows from changes in operating assets and liabilities primarily driven by changes in other assets and accounts receivable, net, and payments for operating lease liabilities, partially offset by changes in funds held at payment processors.
Cash provided by operating activities was $1.1 billion for the first six months of 2024. This consisted of a net loss including redeemable non-controlling interests of $183 million, offset by non-cash stock-based compensation expense of $554 million, non-cash depreciation and amortization expense of $282 million, non-cash reduction of operating lease right-of-use assets and accretion of operating lease liabilities of $52 million, non-cash office lease impairment expenses of $83 million, and other net non-cash expenses of $41 million, as well as $254 million net inflows from changes in operating assets and liabilities primarily driven by an increase in accrued liabilities and other current liabilities.
Investing Activities
Cash used in investing activities was $1.1 billion for the first six months of 2025, which consisted of cash paid for acquisition, net of cash acquired, of $1.2 billion, purchases of marketable securities of $725 million, purchases of property and equipment of $140 million, cash outflows for capitalized software and website development costs of $150 million, partially offset by proceeds from maturities and sales of marketable securities of $1.1 billion.
Cash used in investing activities was $219 million for the first six months of 2024, which primarily consisted of purchases of marketable securities of $969 million, purchases of property and equipment of $40 million, and cash outflows for capitalized software and website development costs of $105 million, partially offset by proceeds from maturities and sales of marketable securities of $903 million.
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Financing Activities
Cash provided by financing activities was $2.4 billion for the first six months of 2025, which primarily consisted of proceeds form issuance of convertible notes of $2.7 billion, proceeds from issuance of warrants of $341 million, partially offset by purchase of convertible note hedges of $680 million.
Cash provided by financing activities was $2 million for the first six months of 2024, which consisted of proceeds from exercise of stock options of $3 million and other financing activities of $6 million, partially offset by repurchases of our Class A common stock of $7 million.
Critical Accounting Estimates
Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements in accordance with GAAP requires us 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 period presented. 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 could 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, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in connection with our business, which primarily relate to fluctuations in interest rates and foreign exchange risks.
Interest Rate Fluctuation Risk
Our investment portfolio consists of short-term fixed income securities, including government and investment-grade debt securities and money market funds. These securities are classified as available-for-sale and, consequently, are recorded on the condensed consolidated balance sheets at fair value with unrealized gains or losses, net of tax reported as a separate component of stockholders’ equity within accumulated other comprehensive income (loss). Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements. We do not enter into investments for trading or speculative purposes.
Based on our investment portfolio balance as of June 30, 2025, a hypothetical 100 basis point increase in interest rates would not have materially affected our condensed consolidated financial statements. We currently do not hedge these interest rate exposures.
Equity Price Risk
Our non-marketable equity investments consist of investments in privately-held companies that we hold for purposes other than trading. These investments are inherently risky because there is no established market for these securities and the markets for the technologies or products these companies are developing are typically in the early stages and may never materialize. As such, we could lose our entire investment in these companies, and we believe that determining the impact of market sensitivities on these investments is not practicable.
The aggregate carrying value of our non-marketable equity investments was $41 million as of June 30, 2025. Adjustments or impairments are recorded in other income (expense), net in the condensed consolidated statements of operations and establish a new carrying value for the investment.
Foreign Currency Exchange Risk
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Transaction Exposure
We transact business globally and have international revenue, as well as costs, denominated in multiple currencies, primarily the Euro, Canadian dollars, Israeli shekel, and Australian dollars. This exposes us to the risk of fluctuations in foreign currency exchange rates. Accordingly, changes in exchange rates are reflected in reported income and loss from our international businesses included in our condensed consolidated statements of operations. A continued strengthening of the U.S. dollar would therefore reduce reported revenue and expenses from our international businesses included in our condensed consolidated statements of operations.
We have experienced and will continue to experience fluctuations in our net income or loss as a result of transaction gains or losses related to revaluing and ultimately settling certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Foreign currency gains and losses were immaterial for the three and six months ended June 30, 2025. Based on our foreign currency exposures from monetary assets and liabilities as of June 30, 2025, we estimated that a 10% change in exchange rates against the U.S. dollar would not have resulted in a material gain or loss.
The purchase price of the Deliveroo Transaction is denominated in GBP. To manage the risk of variability in foreign exchange rates related to the purchase price, we entered into the Deal-Contingent Forward on May 6, 2025, which is discussed in Note 14 - "Derivative" included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q. The Deal-Contingent Forward has a notional amount of approximately £2.8 billion and is deliverable, with a variable forward rate, consisting of (i) a base rate ranging from 1.33950 to 1.34084, plus (ii) a premium rate ranging from 0.00705 to 0.01509, depending on the expected dates of settlement and closing, respectively. Settlement of the Deal-Contingent Forward is contingent upon the successful closing of the Deliveroo Transaction. Although the Deal-Contingent Forward is an effective economic hedge, it does not qualify for hedge accounting. The fair value of the Deal-Contingent Forward at June 30, 2025 was $69 million, recorded in Prepaid expenses and other current assets on the condensed consolidated balance sheets and an unrealized gain of $69 million was recognized during the three and six months ended June 30, 2025, reported in other income (expense), net in the condensed consolidated statements of operations.
Translation Exposure
We are also exposed to foreign exchange rate fluctuations as we translate the financial statements of our non-U.S. subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our non-U.S. subsidiaries into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss) which is part of stockholders’ equity.
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 (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 have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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