Case 2:21-cv-00072-JRG-RSP Document 67-4 Filed 05/27/21 Page 1 of 66 PageID #: 1645
`Case 2:21-cv-00072-JRG-RSP Document 67-4 Filed 05/27/21 Page 1 of 66 PageID #: 1645
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`EXHIBIT C
`EXHIBIT C
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`Case 2:21-cv-00072-JRG-RSP Document 67-4 Filed 05/27/21 Page 2 of 66 PageID #: 1646
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10-K
`
`
`
`(Mark One)
`☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the fiscal year ended December 31, 2020
`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 001-38846
`
`Lyft, Inc.
`
`(Exact name of Registrant as specified in its Charter)
`
`Delaware
`(State or other jurisdiction of
`incorporation or organization)
`
`20-8809830
`(I.R.S. Employer
`Identification No.)
`
`185 Berry Street, Suite 5000
`San Francisco, California
`(Address of principal executive offices)
`Registrant’s telephone number, including area code: (844) 250-2773
`
`94107
`(Zip Code)
`
`Securities registered pursuant to Section 12(b) of the Act:
`
`Trading
`Symbol(s)
`LYFT
`
`Name of each exchange on which registered
`Nasdaq Global Select Market
`
`Title of each class
`Class A common stock, par value of $0.00001 per share
`Securities registered pursuant to Section 12(g) of the Act: None
`Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
`Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
`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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
`Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
`Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
`The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant on June 30, 2020, the last business day of its most recently completed second fiscal quarter,
`was $8.4 billion based on the closing sales price of the Registrant’s Class A common stock on that date.
`On February 22, 2021, the Registrant had 320,128,117 shares of Class A common stock and 8,802,629 shares of Class B common stock outstanding.
`
`☒
`☐
`☐
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`☐
`☐
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`Portions of the registrant’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent
`stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2020
`
`DOCUMENTS INCORPORATED BY REFERENCE
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`NOTE ABOUT FORWARD-LOOKING STATEMENTS
`This Annual Report on Form 10-K 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,” “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 Annual Report on Form 10-K include statements about:
`•
`our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, capital expenditures, our
`ability to determine insurance, legal and other reserves and our ability to achieve and maintain future profitability;
`the sufficiency of our cash, cash equivalents and short-term investments to meet our liquidity needs;
`the impact of the COVID-19 pandemic and related responses of businesses and governments to the pandemic on our operations and personnel, on
`commercial activity and demand across our platform, on our business and results of operations, and on our ability to forecast our financial and
`operating results;
`the demand for our platform or for Transportation-as-a-Service networks in general;
`our ability to adapt our business in California in response to the results of Proposition 22;
`our ability to attract and retain drivers and riders;
`our ability to develop new offerings and bring them to market in a timely manner and update 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 and potential litigation, including with respect to the classification of drivers on our platform;
`our expectations regarding the effects of existing and developing laws and regulations, including with respect to the classification of drivers on our
`platform, taxation, privacy and data protection;
`our ability to manage and insure risks associated with our Transportation-as-a-Service network, including auto-related and operations-related risks,
`and our expectations regarding estimated insurance reserves;
`our expectations regarding new and evolving markets and our efforts to address these markets, including autonomous vehicles, bikes and scooters,
`Driver Centers and Lyft Mobile Services, Flexdrive, Express Drive, and Lyft Rentals;
`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 and business operations, including our recent plan of termination;
`our expectations concerning relationships with third parties;
`our ability to maintain, protect and enhance our intellectual property;
`our ability to service our existing debt; and
`our ability to successfully acquire and integrate companies and assets.
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`We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.
`You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this
`Annual Report on Form 10-K primarily on our current expectations 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 Annual Report on Form 10-K. 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-looking statements contained in this Annual Report on Form 10-K. 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.
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`The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We
`undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of
`this Annual Report on Form 10-K 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 Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements,
`such information may be limited or 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.
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`Item 1. Business.
`
`Our Mission
`Improve people’s lives with the world’s best transportation.
`
`PART I
`
`Overview
`Lyft, Inc (the “Company” or “Lyft”) started a movement to revolutionize transportation. In 2012, we launched our peer-to-peer marketplace for on-
`demand ridesharing and have continued to pioneer innovations aligned with our mission. Today, Lyft is one of the largest multimodal transportation networks in
`the United States and Canada.
`We believe that cities should be built for people, not cars. Mass car ownership in the twentieth century brought unprecedented freedom to individuals and
`spurred significant economic growth. However, in the process, city infrastructure became overwhelmingly devoted to cars. Roads and parking lots have replaced
`too much green space. Mass car ownership strains our cities and reduces the very freedom that cars once provided. Car ownership has also economically burdened
`consumers and can equate to a substantial portion of a household’s transportation spend despite the average car being parked and unused a majority of the time.
`Consumers are seeking better ways to get around. They have grown accustomed to the convenience and immediacy of the on-demand economy and
`expect their experiences to be more simple, flexible and enjoyable. Existing transportation options have failed to meet this shift in consumer demand, creating the
`opportunity for a better solution.
`We believe that the world is at the beginning of a shift away from car ownership to Transportation-as-a-Service (“TaaS”). Lyft is at the forefront of this
`massive societal change. Our ridesharing marketplace connects drivers with riders via the Lyft mobile application (the “App”) in cities across the United States and
`in select cities in Canada. We believe that our ridesharing marketplace allows riders to use their cars less and offers a viable alternative to car ownership while
`providing drivers using our platform the freedom and independence to choose when, where, how long and on what platforms they work. As this evolution
`continues, we believe there is a massive opportunity for us to improve the lives of riders by connecting them to more affordable and convenient transportation
`options.
`
`We are laser-focused on revolutionizing transportation. We have established a scaled network of users brought together by our robust technology platform
`(the “Lyft Platform”) that powers rides and connections every day. We leverage our technology platform, the scale and density of our user network and insights
`from a significant number of rides to continuously improve our ridesharing marketplace efficiency and develop new offerings. For example, in May 2020, we
`expanded the availability of our Wait & Save mode on our ridesharing platform, which is an ideal offering for riders with more flexible schedules that want to
`leverage the savings we can offer by shifting demand to better meet supply. We’ve also taken steps to ensure our network is well positioned to benefit from
`technological innovation in transportation. As just one example, starting in 2018, we were the first company in our industry to launch a publicly-available
`commercial open platform autonomous offering in the United States.
`Today, our offerings include an expanded set of transportation modes in select cities, such as access to a network of shared bikes and scooters (“Light
`Vehicles”) for shorter rides and first-mile and last-mile legs of multimodal trips, information about nearby public transit routes, and Lyft Rentals, an offering for
`renters who want to rent a car for a fixed period of time for personal use. We believe our transportation network offers a viable alternative to car ownership. We
`anticipate the demand for our offerings will grow as communities recover from the COVID-19 pandemic and as more and more people discover the convenience,
`experience and affordability of using Lyft.
`We have made focused and substantial investments in support of our mission. For example, to continually launch new innovations on our platform, we
`have invested heavily in research and development and have completed multiple strategic acquisitions. We have also invested in sales and marketing to grow our
`community, cultivate a differentiated brand that resonates with drivers and riders and promote further brand awareness. Together, these investments have enabled
`us to create a powerful multimodal platform and scaled user network. For example, in the first quarter of 2020, we acquired Flexdrive, LLC (“Flexdrive”), one of
`our longstanding partners in the Express Drive program. Through our Express Drive program, drivers can enter into short-term rental agreements for vehicles that
`may be used to provide ridesharing services on the Lyft Platform. Flexdrive will continue to operate as an independent partner to Lyft and we expect this
`acquisition to contribute to the growth of our business and help us expand the range of our use cases. We also continue to invest in the expansion of our network of
`Light Vehicles and autonomous open platform technology. Our strategy is always to be at the forefront of transportation innovation, and we believe these
`investments will continue to position us as a leader in TaaS. Notwithstanding the impact of COVID-19, we plan to continue to invest in the future, both organically
`and through acquisitions of complementary businesses.
`Even as we invest in the business, we remain focused on finding ways to operate more efficiently. For example, in the second and fourth quarters of 2020,
`we undertook restructuring efforts to reduce operating expenses and adjust cash flows in light of the ongoing economic challenges resulting from the COVID-19
`pandemic and its impact on the Company’s business. In addition, we significantly decreased our 2020 capital expenditure spending from our original plan and
`exceeded our target cost reductions in 2020
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`by 20%. We also decreased rider incentives to an all-time low in the second quarter of 2020 and maintained them near the historical low through the fourth quarter
`of 2020, resulting in a significant decrease in sales and marketing expenses.
`To advance our mission, we aim to build the defining brand of our generation and to advocate through our commitment to social and environmental
`responsibility. We believe that our brand represents freedom at your fingertips: freedom from the stresses of car ownership and freedom to do and see more.
`Through our LyftUp initiative, we’re working to make sure people have access to affordable, reliable transportation to get where they need to go - no matter their
`income or zip code. We’ve activated more than 500 nonprofit partners through LyftUp to provide free ride credits to those who need them most, including a focus
`on communities of color. We are also proud to be leaders in the fight against climate change. We’ve made the commitment to reach 100% electric vehicles (“EVs”)
`on the Lyft Platform by 2030. We believe many users are loyal to Lyft because of our values, brand and commitment to social and environmental responsibility.
`Our values, brand, innovation and focused execution have put us in a position to emerge from the COVID-19 pandemic even stronger. We remain
`confident that demand will return to our platform as we progress through the recovery and as vaccines become more widely available. We continue to believe that
`users are increasingly choosing a ridesharing platform based on brand affinity and value alignment.
`
`Impact of COVID-19 to our Business
`The COVID-19 pandemic continues to spread throughout the United States, Canada, and in many other countries globally. The spread of COVID-19 has
`caused federal and local health officials to enact precautions to mitigate the spread of the virus, including travel restrictions, restrictions on businesses, extensive
`social distancing measures, and self-quarantine or shelter-in-place guidelines in many regions of the United States and Canada. Beginning in the middle of March
`2020 and continuing into the first quarter of 2021, the pandemic and these related responses have caused decreased demand for our platform leading to decreased
`revenue, decreased earning opportunities for drivers on our platform, the global slowdown of economic activity (including the decrease in demand for a broad
`variety of goods and services), disruptions in global supply chains and significant volatility and disruption of financial markets; and these impacts may continue.
`For more information on risks associated with the COVID-19 pandemic and our litigation matters, see the section titled “Risk Factors” in Item 1A of Part
`I. For more information on the impact of COVID-19 pandemic on our business, see the section titled “Management’s Discussion and Analysis of Financial
`Condition and Results of Operations” in Item 7 of Part II.
`
`Lyft’s Market Opportunity
`Transportation is a massive market. Transportation costs are a substantial expenditure for every household, often more than healthcare and entertainment
`expenditures. We believe we are still in the very early phases of capturing this massive opportunity as rideshare represents a small percentage of vehicle miles
`travelled. We also believe that we have a significant incremental opportunity to address transportation spend by businesses and organizations. Our market
`opportunity today includes transportation spend in the United States and Canada. In the transportation ecosystem, we are one of only two companies that have
`established a TaaS network at scale across the United States.
`Changes in society and the transportation industry are catalyzing a complete transformation of the massive transportation market:
`Consumers increasingly value accessibility and experiences over ownership
`Rise of on-demand services, specifically within the younger demographic
`Greater affinity towards mission-driven brands
`Increased demand for flexible earnings opportunities
`Emergence of new modes of transportation, such as our network of shared bikes and scooters
`Development of autonomous vehicles
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`The Lyft Solution
`
`Our Transportation Network
`Our transportation network offers riders seamless, personalized and on-demand access to a variety of mobility options.
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`Our transportation network is comprised of:
`•
`Ridesharing Marketplace. Our core offering since 2012 connects drivers with riders who need to get somewhere. The scale of our network enables us to
`predict demand and proactively incentivize drivers to be available for rides in the right place at the right time. This allows us to optimize earning
`opportunities for drivers and offer convenient rides for riders, creating sustainable value to both sides of our marketplace. Our ridesharing marketplace
`connects drivers with riders in cities across the United States and in select cities in Canada.
`Express Drive. Our flexible car rentals program for drivers who want to drive using our platform but do not have access to a vehicle that meets our
`requirements. Through our Express Drive program, drivers can enter into short-term rental agreements for vehicles that may be used to provide
`ridesharing services on the Lyft Platform.
`Lyft Rentals. In 2019, we launched Lyft Rentals to offer an attractive option for users who have long-distance trips, such as a weekend away. This is a
`separate consumer offering from Express Drive.
`Bikes and Scooters. We have a network of shared bikes and scooters in a number of cities to address the needs of users who are looking for options that
`are more active, usually lower-priced, and often more efficient for short trips during heavy traffic. These modes can also help supplement the first-mile
`and last-mile of a multimodal trip with public transit.
`Lyft bikes are standard and electric pedal-assist bicycles. Lyft has exclusive city partnerships in a majority of locations where we operate a bikeshare
`program including New York City, Chicago, San Francisco, Portland and Boston. In 2020, we continued to make inroads with our electric bike fleet
`which is now available across nine markets.
`Users can access Lyft scooters via our Lyft App in six major cities in the United States. When in a service area, users can see available scooters nearby.
`They can reserve a scooter ahead of time or use the Lyft App to scan the QR code on a nearby scooter to begin a ride.
`Public Transit. Available in select cities, our Transit offering integrates third-party public transit data into the Lyft App to offer users a robust view of
`transportation options around them and allows them to see transit routes to their destinations at no cost. Providing real-time public transit information is
`another step toward providing effective, equitable and sustainable transportation to our communities, and creating a more seamless and connected
`transportation network.
`Autonomous Vehicles. We have a number of strategic partnerships that offer access to autonomous vehicles. Our Open Platform partnership with Motional
`(formerly Aptiv) has enabled the commercial deployment of a fleet of autonomous vehicles on our platform in Las Vegas. We have facilitated over
`100,000 paid rides in Motional autonomous vehicles with a safety driver since January 2018.
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`We have established one of the largest transportation networks in the United States and Canada. While network scale is important, we recognize that
`transportation happens locally and each market has its own unique user network. Our dynamic platform adjusts to the specific attributes of each market on a real-
`time basis.
`
`Drivers
`
`The drivers on our platform are active members of their communities. They are parents, students, business owners, retirees and everything in between. We
`work hard to serve the community of drivers on our platform, empowering them to be their own bosses and providing them the opportunity to focus their time on
`what matters most. Key benefits to drivers on our platform include:
`• We offer drivers the flexibility to generate income on their own schedule, so they can best prioritize what is important in their lives.
`•
`Our predictive technology around ride volume and demand enables us to share key information with drivers about when and where to drive in order to
`maximize their earnings on a real-time basis.
`• We procure insurance that helps protect transportation network company (“TNC”) drivers against financial losses related to automobile accidents while
`on the platform.
`To help us uphold high community standards, we give both drivers and riders the opportunity to rate each other after a ride booked through the Lyft App.
`If a rider or driver rates the ride three stars or below, they will not be matched together again. Lyft may also follow up with the parties to further
`understand the ride experience and provide additional support if needed.
`All transactions are processed through our platform, so drivers do not need to worry about carrying cash.
`Our Driver Hubs and certain field locations in major cities serve as gathering places and offer in-person support and a personal connection to Lyft
`employees. In addition, drivers have access to 24/7 support and earnings tools as well as education resources and other support to meet their personal
`goals.
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`On November 3, 2020, California voters passed Proposition 22, which protects independence and flexibility for drivers in California while providing them
`with new earnings opportunities and protections, including minimum guaranteed earnings, occupational accident insurance, and contributions towards
`healthcare coverage.
`
`Riders
`
`We care deeply about the riders on our platform and work to build long-term relationships with them by:
`developing simple, elegant and intuitive solutions;
`focusing intensely on the user experience, including soliciting feedback and following up if necessary on the ride experience;
`engendering a sense of mutual respect and fair treatment; and
`promoting trust and safety within our network.
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`We believe this approach fuels our word-of-mouth referrals and reinforces our community’s desire to use Lyft over alternatives.
`Riders are as diverse and dynamic as the communities we serve. They represent all adult age groups and backgrounds and use Lyft to commute to and
`from work, explore their cities, spend more time at local businesses and stay out longer knowing they can get a reliable ride home. For the purposes of “Item 1.
`Business” section, riders are passengers who request rides from drivers in our ridesharing marketplace and renters of a shared bike, scooter or automobile.
`We work hard to provide riders with a quality experience every time they open the Lyft App, in order to earn the right to have Lyft be their transportation
`network of choice. Key benefits to riders include:
`•
`Selection and Convenience. We designed the Lyft App with a focus on simplicity, efficiency and convenience. Riders enter their destination and are then
`presented with a range of transportation options to select from based on their needs and preferences. Our proprietary technology efficiently matches riders
`with drivers through advanced dispatching algorithms providing faster arrival times, localized pricing and maximum availability. We continuously aim to
`reduce friction in the booking process with features like “one tap ride” so riders can enter their destinations quickly. Additional modes, such as bikes and
`scooters, offer riders more options for shorter trips. The more rides that are taken on our platform, the better we are able to offer riders personalized
`experiences most suitable to the trip being planned.
`Availability. We strive to ensure that riders can get a ride when they want one. We leverage our proprietary dispatch platform and data to help drivers and
`riders connect efficiently and reduce wait times. Our machine learning algorithms continuously train our optimization models and dynamically incentivize
`drivers to be on our platform when and where riders are seeking
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`transportation. We are also expanding our network of shared bikes and scooters. The high availability of our platform and the breadth of our offerings
`have made us the preferred transportation network for millions of riders.
`Affordability. Our platform empowers riders to choose from a broad set of transportation options to easily optimize for cost, comfort and time. For our
`ridesharing marketplace, riders are presented with upfront estimated prices prior to taking the trip so they can anticipate the total cost. We also introduced
`lower-cost options for riders to get around in select cities, including Wait & Save mode, a network of shared bikes and scooters and Transit with
`affordability in mind.
`Safety. Since day one, we have worked continuously to enhance the safety of our platform and the ridesharing industry by developing innovative products,
`policies and processes. Before giving a ride on the Lyft Platform, all driver-applicants are screened for disqualifying criminal offenses and driving
`incidents. All approved drivers are also required to complete mandatory Community Safety Education. We conduct monitoring of active Lyft drivers,
`which provides us with continuous and rapid notification of disqualifying criminal records and driving infractions.
`
`Our Technology Infrastructure and Operations
`We organize our product teams with a full-stack development model, integrating product management, engineering, analytics, data science and design.
`We focus on affordability, reliability, efficiency, optimization and cohesion when developing our software. Our offerings are mobile-first and platform agnostic.
`We seek to continuously improve the Lyft Platform and the Lyft App. Our offerings are built on a scalable technology platform that enables us to manage peaks in
`demand.
`
`We have a commercial agreement with AWS for cloud services to help deliver and host our platform. As a result of our partnership, we believe we are
`more resilient to surges in demand on our platform or product changes we may introduce. Our commercial agreement with AWS will remain in effect until
`terminated by AWS or us. AWS may only terminate the agreement for convenience after September 30, 2022, and only after complying with certain advance
`notice requirements. AWS may also terminate the agreement for cause upon a breach of the agreement or for failure to pay amounts due, in each case, subject to
`AWS providing prior written notice and a 30-day cure period. We committed to spend an aggregate of at least $300 million between January 2019 and June 2022
`on AWS services, with a minimum amount of $80 million in each of the three years. If we fail to meet the minimum purchase commitment during any year, we
`may be required to pay the difference. We pay AWS monthly, and we may pay more than the minimum purchase commitment to AWS based on usage.
`We designed our platform with multiple layers of redundancy to guard against data loss and deliver high availability. Incremental backups are performed
`hourly or more frequently and full backups are performed daily. In addition, as a default, redundant copies of content are stored independently in at least two
`separate geographic regions and replicated reliably within each region. We are also investing in iterating and continuously improving our