Aurora Innovation, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 59 Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) 61 Consolidated Balance Sheets 62 Consolidated Statements of Operations 63 Consolidated Statements of Comprehensive Loss 64 Consolidated Statements of Stockholders’ Equity 65 Consolidated Statements of Cash Flows 66 Notes to Consolidated Financial Statements 67 58 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Aurora Innovation, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Aurora Innovation, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 59 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Research and Development Costs As described in Note 2 to the consolidated financial statements, research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services. The Company’s research and development expense for the year ended December 31, 2024 was $676 million. The principal consideration for our determination that performing procedures relating to research and development costs is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s research and development costs. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to research and development costs. These procedures also included, among others, (i) testing the accuracy and completeness of research and development costs on a sample basis, which included tracing relevant information to the underlying contract, purchase orders, invoices received, and information received from certain third-party service providers, where applicable, and (ii) developing an independent expectation of payroll expense based on headcount and salary information and comparing to payroll expenses recorded by management, and evaluating the classification of payroll expense to research and development costs. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania February 14, 2025 We have served as the Company’s auditor since 2023. 60 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Aurora Innovation, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Aurora Innovation, Inc. and subsidiaries (the Company) as of December 31, 2022, the related consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended , in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 2018 to 2023. Santa Clara, California February 21, 2023 except for Note 14, as to which the date is February 14, 2025 61 Table of Contents Aurora Innovation, Inc. Consolidated Balance Sheets (in millions) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 211 $ 501 Short-term investments 1,012 699 Other current assets 31 17 Total current assets 1,254 1,217 Property and equipment, net 104 94 Operating lease right-of-use assets 120 122 Acquisition related intangible assets 617 617 Long-term investments — 148 Other assets 43 37 Total assets $ 2,138 $ 2,235 Liabilities and Stockholders’ Equity Current liabilities: Operating lease liabilities, current $ 16 $ 15 Other current liabilities 89 96 Total current liabilities 105 111 Operating lease liabilities, long-term 105 107 Derivative liabilities 48 24 Other liabilities 5 8 Total liabilities 263 250 Commitments and contingencies Stockholders’ equity: Common stock - $ 0.00001 par value, 51,000 shares authorized, 1,733 and 1,529 shares issued and outstanding, respectively — — Additional paid-in capital 6,232 5,594 Accumulated other comprehensive income 1 1 Accumulated deficit ( 4,358 ) ( 3,610 ) Total stockholders’ equity 1,875 1,985 Total liabilities and stockholders’ equity $ 2,138 $ 2,235 See accompanying notes to the consolidated financial statements 62 Table of Contents Aurora Innovation, Inc. Consolidated Statements of Operations (in millions, except per share data) Twelve Months Ended December 31, 2024 2023 2022 Collaboration revenue $ — $ — $ 68 Operating expenses: Research and development 676 716 677 Selling, general and administrative 110 119 129 Goodwill impairment — — 1,114 Total operating expenses 786 835 1,920 Loss from operations ( 786 ) ( 835 ) ( 1,852 ) Other income (expense): Change in fair value of derivative liabilities ( 24 ) ( 20 ) 114 Other income, net 62 59 15 Loss before income taxes ( 748 ) ( 796 ) ( 1,723 ) Income tax expense — — — Net loss $ ( 748 ) $ ( 796 ) $ ( 1,723 ) Basic and diluted net loss per share $ ( 0.46 ) $ ( 0.60 ) $ ( 1.51 ) Basic and diluted weighted-average shares outstanding 1,618 1,327 1,143 See accompanying notes to the consolidated financial statements 63 Table of Contents Aurora Innovation, Inc. Consolidated Statements of Comprehensive Loss (in millions) Twelve Months Ended December 31, 2024 2023 2022 Net loss $ ( 748 ) $ ( 796 ) $ ( 1,723 ) Other comprehensive income: Unrealized gain (loss) on investments — 3 ( 2 ) Other comprehensive income (loss) — 3 ( 2 ) Comprehensive loss $ ( 748 ) $ ( 793 ) $ ( 1,725 ) See accompanying notes to the consolidated financial statements 64 Table of Contents Aurora Innovation, Inc. Consolidated Statements of Stockholders’ Equity (in millions, except per share data) Common stock Additional paid-in capital Accumulated other comprehensive (loss) income Accumulated deficit Total stockholders’ equity Shares Amount Balance as of December 31, 2021 1,123 $ — $ 4,433 $ — $ ( 1,091 ) $ 3,342 Equity issued under incentive compensation plans 43 — 11 — — 11 Stock-based compensation — — 156 — — 156 Comprehensive loss — — — ( 2 ) ( 1,723 ) ( 1,725 ) Balance as of December 31, 2022 1,166 — 4,600 ( 2 ) ( 2,814 ) 1,784 Equity issued under incentive compensation plans 57 — 6 — — 6 Issuance of common stock in private placement, net of issuance costs 222 — 584 — — 584 Issuance of common stock in public offering, net of issuance costs 84 — 244 — — 244 Stock-based compensation — — 160 — — 160 Comprehensive income (loss) — — — 3 ( 796 ) ( 793 ) Balance as of December 31, 2023 1,529 — 5,594 1 ( 3,610 ) 1,985 Equity issued under incentive compensation plans 70 — 28 — — 28 Issuance of common stock in public offering, net of issuance costs 134 — 466 — — 466 Stock-based compensation — — 144 — — 144 Comprehensive loss — — — — ( 748 ) ( 748 ) Balance as of December 31, 2024 1,733 $ — $ 6,232 $ 1 $ ( 4,358 ) $ 1,875 See accompanying notes to the consolidated financial statements 65 Table of Contents Aurora Innovation, Inc. Consolidated Statements of Cash Flows (in millions) Twelve Months Ended December 31, 2024 2023 2022 Cash flows from operating activities Net loss $ ( 748 ) $ ( 796 ) $ ( 1,723 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 21 21 22 Reduction in the carrying amount of right-of-use assets 28 27 28 Stock-based compensation 144 160 156 Goodwill impairment — — 1,114 Change in fair value of derivative liabilities 24 20 ( 114 ) Accretion of discount on investments ( 28 ) ( 28 ) — Other operating activities ( 1 ) — ( 3 ) Changes in operating assets and liabilities: Other current and non-current assets ( 22 ) 1 47 Operating lease liabilities ( 26 ) ( 25 ) ( 25 ) Other current and non-current liabilities ( 3 ) 22 ( 10 ) Net cash used in operating activities ( 611 ) ( 598 ) ( 508 ) Cash flows from investing activities Purchases of property and equipment ( 34 ) ( 15 ) ( 15 ) Purchases of investments ( 1,030 ) ( 1,297 ) ( 1,610 ) Maturities of investments 892 1,320 773 Net cash (used in) provided by investing activities ( 172 ) 8 ( 852 ) Cash flows from financing activities Proceeds from issuance of common stock 497 840 13 Other financing activities ( 5 ) ( 9 ) ( 2 ) Net cash provided by financing activities 492 831 11 Net (decrease) increase in cash, cash equivalents, and restricted cash ( 291 ) 241 ( 1,349 ) Cash, cash equivalents, and restricted cash at beginning of the period 518 277 1,626 Cash, cash equivalents, and restricted cash at end of the period $ 227 $ 518 $ 277 See accompanying notes to the consolidated financial statements 66 Table of Contents Aurora Innovation, Inc. Notes to the Consolidated Financial Statements Note 1. Overview of the Organization Aurora Innovation, Inc. (the “Company” or “Aurora”) is headquartered in Pittsburgh, Pennsylvania and its mission is to deliver the benefits of self-driving technology safely, quickly, and broadly. The Company is developing the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications. Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its controlled subsidiaries. Intercompany balances and transactions between the Company and its controlled subsidiaries have been eliminated. The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. Collaboration Revenue In January 2021, the Company entered into a collaboration framework agreement with Toyota Motor Corporation (“Toyota”) with the intention of deploying the Aurora Driver into a fleet of Toyota vehicles, subject to further agreement of a collaboration project plan that was signed in August 2021. Collaboration revenue is recognized using the input measure of hours expended as a percentage of total estimated hours to complete the collaboration project plan. Differences between collaboration revenue recognized and payments collected under the agreement are recognized as a contract asset or contract liability at the end of each reporting period. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are deposits and highly liquid investments that are readily convertible to known amounts of cash and are subject to insignificant risk of change including due to interest rate, quoted price, or penalty of withdrawal. U.S. Treasury securities with a maturity, when purchased, of 90 days or less are considered to be cash equivalents. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal, typically due to the Company’s operating lease agreements. Due to these restrictions, the Company has presented restricted cash separately from cash and cash equivalents on the balance sheet within other current assets and other assets on the consolidated balance sheet. Short-term and Long-term Investments The Company’s short-term and long-term investments in U.S. Treasury securities, commercial paper, and corporate bonds have been classified and accounted for as available-for-sale. The Company measures short-term and long-term investments at fair value on a recurring basis based on quoted market prices, and unrealized gains and losses, net of taxes, are included in other comprehensive loss. Upon sale, realized gains and losses are recognized in other income (expense), net on the statements of operations. No impairment losses have been recognized on short-term and long-term investments in the periods presented. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, management uses a fair value hierarchy, which prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are set forth below: Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. 67 Table of Contents Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities. Our primary financial instruments include cash, cash equivalents, restricted cash, investments, accounts payable, accrued liabilities, and derivative liabilities. For the financial instruments not measured at fair value on a recurring basis, their estimated fair value approximates their carrying value due to the short-term maturities of these instruments. Property and Equipment, Net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives, which is twenty years for buildings; the shorter of the lease term and the estimated useful life (up to seven years ) for leasehold improvements; and over three to five years for all other asset categories. Leases The Company determines whether a contract contains a lease at inception. The Company leases real estate and equipment which have been recognized as operating leases, except for those leases with a lease term of 12 months or less which are recognized as short-term leases and expensed on a straight-line basis. Variable lease payments that do not depend on an index or rate are not included in the initial measurement of operating lease liabilities. Certain lease contracts include non-lease components, such as operations and maintenance. The Company combines and accounts for lease and these non-lease components as a single lease component. Certain real estate leases include one or more options to renew; the exercise of lease renewal options is at the Company’s discretion and is included in the lease term when it is determined that the options are reasonably certain to be exercised. The discount rates utilized to measure operating lease liabilities are generally based on estimates of the Company’s incremental borrowing rate, as the discount rates implicit in lease agreements cannot be readily determined. Impairment of Goodwill, Acquired Intangible Assets and Long-Lived Assets Goodwill is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of goodwill exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of goodwill over its implied fair value. Acquired intangible assets primarily consist of one asset class of in-process research and development (“IPR&D”) from the Company’s historical acquisitions. As of December 31, 2024, these assets had an indefinite useful life. IPR&D assets that have not been completed are subject to impairment considerations annually on December 31, or whenever events or circumstances indicate that the carrying amounts may not be recoverable. No impairment losses were recognized on acquired intangible assets during the periods presented. Long-lived assets, such as property and equipment and operating lease right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company performs impairment testing at the level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability is measured by comparing the carrying amounts to the expected future undiscounted cash flows attributable to the assets. If it is determined that an asset may not be recoverable, an impairment is recognized to the extent that the carrying amount exceeds its fair value. No material impairment losses were recognized on long-lived assets during the periods presented. Research and Development Research and development costs are expensed as incurred, and consist primarily of personnel costs, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services. To date, the Company has not capitalized software development costs related to the development of the Aurora Driver due to the remaining planning, designing, coding and testing activities necessary for technology validation and safe autonomous operation. 68 Table of Contents Stock-based Compensation The Company measures stock-based compensation using the fair value based method on the grant date. Restricted stock units (“RSUs”) are measured based on fair value of the Company’s publicly traded common stock, while stock options are measured using a Black-Scholes option pricing model with assumptions including expected term, risk-free interest rate, and expected volatility. Due to the Company’s limited historical stock option exercise experience as a public company, the expected term of stock options is determined utilizing the simplified method based on vesting and contractual terms. The expected volatility is determined based on the historical volatility of comparable public companies over the expected term of the stock option. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Stock-based compensation for awards with only service conditions is recognized on a straight-line basis over the requisite service period, which is generally the vesting period, while awards with service and performance conditions is recognized on a graded-vesting basis over the requisite service period. The Company recognizes the effect of forfeitures in the period they occur. Derivative Liabilities The Company accounts for the public and private placement stock purchase warrants (collectively “the warrants”) as derivative liabilities . The liabilities are measured at fair value on a recurring basis with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire. On November 3, 2021, the Company consummated a business combination with Legacy Aurora and RTPY Merger Sub Inc. pursuant to an Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”). The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as derivative liabilities . The liability is measured at fair value on a recurring basis with any changes in fair value reflected in the statement of operations until the vesting conditions are met or the shares expire. Income Taxes The Company accounts for income taxes using the asset-and-liability method. Deferred tax assets and liabilities are recognized based upon the temporary differences between the financial reporting and tax basis of assets and liabilities using enacted rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. The Company records uncertain tax positions on the basis of a two-step process in which: (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the tax benefit as the largest amount that is cumulatively more likely than not to be realized upon ultimate settlement with the related tax authority. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Certain Risks and Uncertainties The Company’s operations are principally funded by available liquidity from cash, cash equivalents and short-term investments. Management expects to continue to incur operating losses and that the Company will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver. Management believes that cash on hand and short-term investments will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of these financial statements. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company primarily maintains its cash and cash equivalents at U.S. commercial banks, while its short-term investments primarily consist of U.S. Treasury securities. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit, though the Company has not experienced any credit losses on its deposits. 69 Table of Contents Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-07, Segment Reporting, which expands disclosure requirements for reportable segments including enhanced disclosures about significant segment expenses. The updated standard is effective for the Company’s fiscal 2024 annual period and interim periods beginning in the first quarter of fiscal 2025. See Note 14. Segment for the Company’s disclosures for this standard. In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The updated standard is effective for the Company’s fiscal 2025 annual period. The Company is currently evaluating the impact of this guidance. In November 2024, the FASB issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, which requires annual and interim disclosure of disaggregated disclosures of certain costs and expenses on the income statement. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Amendments are applied on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of this guidance. Note 3. Goodwill The changes in the carrying amount of goodwill were as follows (in millions): As of As of December 31, 2024 December 31, 2023 Goodwill $ 1,114 $ 1,114 Accumulated impairment loss ( 1,114 ) ( 1,114 ) Carrying amount of goodwill $ — $ — During the second quarter and fourth quarter of 2022, the market price of the Company’s Class A common stock and its market capitalization declined significantly. As a result, the Company determined that a triggering event had occurred and goodwill impairment assessments were performed. For each goodwill impairment assessment, the Company utilized a market approach valuation method utilizing the observable market price of the Company’s Class A common stock as it represented the best evidence of the fair value of its reporting unit. Based on the results, the Company recognized a $ 1,114 million goodwill impairment during the twelve months ended December 31, 2022. Note 4. Cash, Cash Equivalents, Restricted Cash and Investments Cash, cash equivalents and restricted cash were as follows (in millions): As of December 31, 2024 December 31, 2023 Cash and cash equivalents $ 211 $ 501 Restricted cash, current (a) 1 1 Restricted cash, long-term (b) 15 16 Total cash, cash equivalents and restricted cash $ 227 $ 518 (a) Included in other current assets on the consolidated balance sheets (b) Included in other assets on the consolidated balance sheets 70 Table of Contents The components of cash, cash equivalents, short-term investments and long-term investments measured at fair value on a recurring basis were as follows (in millions): As of Fair value level December 31, 2024 December 31, 2023 Cash and cash equivalents: Bank deposits Level 1 $ 1 $ — Money market funds Level 1 165 220 U.S. Treasury securities Level 2 40 251 Commercial paper Level 2 5 30 Total cash and cash equivalents $ 211 $ 501 Short-term and long-term investments: U.S. Treasury securities Level 2 $ 728 $ 769 Commercial paper Level 2 132 54 Corporate bonds and notes Level 2 152 24 Total short-term and long-term investments $ 1,012 $ 847 The amortized cost, unrealized gains, and fair value of available-for-sale debt securities were as follows (in millions): As of December 31, 2024 Amortized cost Unrealized gains Fair value U.S. Treasury securities $ 727 $ 1 $ 728 Commercial paper 132 — 132 Corporate bonds and notes 152 — 152 Total short-term and long-term investments $ 1,011 $ 1 $ 1,012 As of December 31, 2023 Amortized cost Unrealized gains Fair value U.S. Treasury securities $ 768 $ 1 $ 769 Commercial paper 54 — 54 Corporate bonds and notes 24 — 24 Total short-term and long-term investments $ 846 $ 1 $ 847 Note 5. Collaboration Revenue In the twelve months ended December 31, 2024, 2023 and 2022, the Company received payments of $ 0 million, $ 0 million and $ 100 million, respectively, under the collaboration project plan with Toyota. As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan with Toyota. As a result, no revenue was recognized during the twelve months ended December 31, 2024 and 2023 . 71 Table of Contents Note 6. Stockholders' Equity Preferred Stock The Company is authorized to issue 1,000 million shares of preferred stock with a par value of $ 0.00001 per share. There were no shares of preferred stock issued and outstanding at December 31, 2024 and December 31, 2023. Common Stock The Company is authorized to issue 51,000 million shares of common stock with a par value of $ 0.00001 per share; of which 50,000 million shares are designated Class A common stock and 1,000 million shares are designated Class B common stock. Class A common stockholders are entitled to one vote for each share and Class B common stockholders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers). The Company had 1,383 million and 1,162 million shares of Class A common stock issued and outstanding at December 31, 2024 and December 31, 2023, respectively. The Company had 350 million and 367 million shares of Class B common stock issued and outstanding at December 31, 2024 and December 31, 2023, respectively. Public Offerings On August 2, 2024, the Company completed a public offering (the “2024 Public Offering”) of approximately 134 million shares of Class A common stock at a price of $ 3.60 per share, for proceeds of $ 466 million, net of transaction costs, including the full exercise of the underwriters’ over-allotment option. On July 21, 2023, the Company completed a public offering (the “2023 Public Offering”) of approximately 73 million shares of Class A common stock at a price of $ 3.00 per share, for proceeds of $ 212 million, net of transaction costs. Following the 2023 Public Offering, on August 2, 2023, the Company issued an additional 11 million shares of Class A common stock in connection with the exercise of the underwriters’ over-allotment option for proceeds of $ 32 million, net of transaction costs. Private Placement On July 21, 2023, the Company completed a private placement (the “Private Placement”), in which the Company sold approximately 222 million shares of Class A common stock at a price of $ 2.70 per share, for proceeds to the Company of $ 584 million, net of transaction costs. Note 7. Equity Incentive Plans The Company has outstanding awards granted under four equity compensation plans: the 2021 Equity Incentive Plan (the “Plan”), the Legacy Aurora 2017 Equity Incentive Plan (the “2017 Plan”), the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technology Inc 2017 Stock Incentive Plan (the “OURS Plan”). The Company assumed awards under the 2017 Plan, the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company. The Plan includes an annual increase in class A common shares available for issuance on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 121 million, (ii) 5 % of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Any stock options, RSUs or other awards from the 2017 Plan, the Blackmore Plan, or the OURS Plan that, on or after the Closing Date, expire or otherwise terminate without having been exercised or issued in full are added to the Plan up to a maximum of 121 million shares. As of December 31, 2024, there were 212 million shares available for grant under the Plan. Under the Plan, equity-based compensation in compensation arrangements including the annual bonus program may be granted in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units to employees, officers, directors, consultants, and others. Restricted Stock Units RSUs granted under the 2017 Plan generally are subject to two vesting requirements: (1) a time-based vesting requirement, and (2) a liquidity event. Generally, the time-based vesting requirement is quarterly over four years starting on the vesting commencement date, with a one-year cliff. The liquidity event vesting requirement was satisfied with the Merger. 72 Table of Contents RSUs granted under the Plan generally are subject to a time-based vesting requirement. Generally, the time-based vesting requirement is quarterly over one to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards. RSUs granted under the Plan and the 2017 Plan were as follows: Twelve Months Ended December 31, 2024 2023 2022 RSUs granted (in millions) 41 63 113 Weighted average grant date fair value $ 2.56 $ 1.74 $ 3.62 RSU activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts): Number of shares Weighted- average grant date fair value Unvested at December 31, 2023 100 $ 2.76 Granted 41 2.56 Vested ( 50 ) 2.67 Forfeited ( 15 ) 3.00 Unvested at December 31, 2024 76 $ 2.67 The unrecognized stock-based compensation related to unvested RSUs was $ 181 million at December 31, 2024 and will be recognized over a weighted average period of 2.3 years. The fair value of RSUs as of their respective vesting dates was $ 187 million, $ 118 million and $ 90 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. Stock Options The exercise price of stock options granted under the Plan and the 2017 Plan may not be less than 100 % of the fair value of the Company’s common stock on the date of the grant. Stock options generally vest over one to four years starting on the vesting commencement date and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options outstanding under the Blackmore Plan and the OURS Plan are not material. Stock options granted under the Plan and the 2017 Plan were as follows: Twelve Months Ended December 31, 2024 2023 2022 Stock options granted (in millions) 41 62 9 Weighted average grant date fair value $ 1.41 $ 0.97 $ 1.35 Weighted average grant date fair value assumptions: Expected term 6.0 years 5.8 years 5.6 years Risk-free interest rates 4.1 % 4.3 % 3.6 % Expected volatility 53.1 % 55.0 % 55.0 % Stock option activity under the Plan and the 2017 Plan was as follows (in millions, except per share amounts): Number of shares Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2023 104 $ 1.78 Granted 41 2.56 Exercised ( 20 ) 1.55 Forfeited ( 7 ) 2.02 Expired ( 1 ) 3.14 Outstanding at December 31, 2024 117 $ 2.07 7.4 $ 514 Exercisable at December 31, 2024 64 $ 1.81 6.3 $ 298 73 Table of Contents The unrecognized stock-based compensation related to unvested stock options was $ 66 million as of December 31, 2024 and will be recognized over a weighted average period of 2.7 years. The intrinsic value of stock options exercised was $ 62 million, $ 20 million and $ 62 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. Stock-based Compensation Expense Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized as of December 31, 2024. Total stock-based compensation expense by function was as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Research and development $ 122 $ 139 $ 137 Selling, general, and administrative 22 21 19 Total $ 144 $ 160 $ 156 Note 8. Derivative Liabilities Common Stock Warrants On the consummation of the Merger, 12 million public warrants for Class A common stock at an exercise price per share of $ 11.50 and 9 million private placement warrants held by the Sponsor with an exercise price per share of $ 11.50 converted into warrants of Aurora common stock. The public and private placement warrants that remain unexercised will expire on November 3, 2026. Public Warrants Public warrants may be redeemed, in whole and not in part, when the last reported sales price of Class A common stock exceeds $ 10.00 or $ 18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the public warrant holders (the “Reference Value”). If the Reference Value exceeds $ 18.00 per share, public warrants are redeemable at $ 0.01 per warrant upon not less than 30 days’ prior written notice of redemption to each warrant holder. If the Reference Value exceeds $ 10.00 per share, public warrants are redeemable at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice provided that the holders will be able to exercise their public warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares, which is defined as the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent to the holders of public warrants. In no event will the public warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant. Private Placement Warrants Private placement warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the public warrants are redeemed by the Company when the Reference Value exceeds $ 18.00 per share, the Sponsor has agreed to exercise the private placement warrants for cash or on a cashless basis. If the public warrants are redeemed by the Company when the Reference Value equals or exceeds $ 10.00 per share, the private placement warrants are also concurrently called for redemption on the same terms as of the public warrants. Earnout Share Liabilities In connection with the Merger, the Sponsor was issued earnout shares which were recorded as derivative liabilities due to lock-up and price-based vesting conditions as follows: 74 Table of Contents • 2 million shares vest when it has been at least 2 years since the Merger and the volume weighted average price (“VWAP”) of the Company’s class A common stock equals or exceeds $ 15.00 for 20 trading days of any consecutive 30 trading day period • 2 million shares vest when it has been at least 3 years since the Merger and the VWAP equals or exceeds $ 17.50 for 20 trading days of any consecutive 30 trading day period; and, • 2 million shares vest when it has been at least 4 years since the Merger and the VWAP equals or exceeds $ 20.00 for 20 trading days of any consecutive 30 trading day period. No earnout shares subject to lock-up and price-based vesting have vested as of December 31, 2024. Earnout shares that remain unvested at November 3, 2031 are subject to forfeiture. The components of derivative liabilities measured at fair value on a recurring basis were as follows (in millions): As of Fair value level December 31, 2024 December 31, 2023 Public warrants Level 1 $ 13 $ 6 Private placement warrants Level 2 9 4 Common stock warrants 22 10 Earnout share liabilities Level 3 26 14 Total derivative liabilities $ 48 $ 24 The public and private placement warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement warrants were valued using observable inputs for similar publicly traded instruments. Public warrants outstanding were 12 million as of December 31, 2024 and December 31, 2023. Private placement warrants outstanding were 9 million as of December 31, 2024 and December 31, 2023. The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis. The expected volatility is determined based on a blended rate of our historical equity volatility as well as the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. Earnout shares outstanding were 5 million as of December 31, 2024 and December 31, 2023. The valuation inputs utilized in determining the earnout share liability were as follows: As of December 31, 2024 December 31, 2023 Risk-free interest rates 4.5 % 3.9 % Expected term (in years) 6.8 7.8 Expected volatility 64.0 % 53.0 % The components of change in fair value of derivative liabilities were as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Common stock warrants $ ( 12 ) $ ( 7 ) $ 63 Earnout share liabilities ( 12 ) ( 13 ) 51 Change in fair value of derivative liabilities $ ( 24 ) $ ( 20 ) $ 114 Note 9. Leases The Company leases its office facilities and warehouses under non-cancelable operating lease agreements that expire through 2042, including renewal options that are reasonably certain to be exercised. 75 Table of Contents Rent expense under operating leases was $ 28 million, $ 27 million, and $ 28 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively. Operating lease right-of-use assets obtained in exchange for lease liabilities were $ 16 million, $ 6 million, and $ 10 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, the Company’s operating leases had a weighted average remaining lease term of 8.0 years and a weighted average discount rate of 7.4 %. As of December 31, 2024, future maturities of lease liabilities were as follows (in millions): Operating leases Year ending December 31, 2025 $ 27 2026 25 2027 22 2028 21 2029 21 Thereafter 57 Total lease payments 173 Less: imputed interest ( 52 ) Total operating lease liabilities $ 121 Note 10. Balance Sheet Details Property and Equipment, Net The components of property and equipment, net were as follows (in millions): As of December 31, 2024 December 31, 2023 Land $ 14 $ 14 Buildings and leasehold improvements 97 82 Equipment 26 25 Vehicles 28 16 Other 16 15 181 152 Less accumulated depreciation and amortization ( 77 ) ( 58 ) Total property and equipment, net $ 104 $ 94 Other Current Liabilities The components of other current liabilities were as follows (in millions): As of December 31, 2024 December 31, 2023 Accrued compensation $ 61 $ 65 Other accrued expenses 28 31 Total other current liabilities $ 89 $ 96 76 Table of Contents Note 11. Earnings Per Share The Company computes earnings per share of common stock using the two-class method required for participating securities. The participating securities did not impact the computation of earnings per share in the periods presented as no dividends were declared and the participating securities are not contractually obligated to share in losses. The Company has two classes of common stock with identical liquidation and dividend rights, Class A and Class B. The net loss is allocated in a proportionate basis to each class of common stock and results in the same net loss per share. The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect (in millions): As of December 31, 2024 December 31, 2023 December 31, 2022 RSUs 76 100 103 Stock options 117 105 65 Public warrants 12 12 12 Private placement warrants 9 9 9 Earnout shares liability 5 5 5 Total 219 231 194 Note 12. Income Taxes There is no current or deferred income tax expense or benefit for the years ended December 31, 2024, 2023, and 2022. The reconciliations of the effective tax rate from the federal statutory rate were as follows: Twelve Months Ended December 31, 2024 2023 2022 Federal statutory tax rate 21.0 % 21.0 % 21.0 % Stock-based compensation 2.0 ( 1.8 ) ( 0.2 ) Research and development credits 5.0 3.7 1.5 Liability classified financial instruments ( 0.7 ) ( 0.5 ) 1.4 Adjustments of prior years' taxes 4.6 ( 2.7 ) — Goodwill impairment — — ( 13.6 ) Other ( 0.5 ) ( 0.3 ) ( 0.1 ) Change in valuation allowance ( 31.4 ) ( 19.4 ) ( 10.0 ) Effective tax rate — % — % — % 77 Table of Contents The components of deferred tax assets and liabilities were as follows (in millions): As of December 31, 2024 December 31, 2023 Deferred tax assets: Net operating losses $ 592 $ 404 Tax credits 178 122 Stock-based compensation 5 8 Capitalized R&D 312 222 Lease liability 26 26 Other 21 16 Deferred tax assets, gross 1,134 798 Valuation allowance ( 1,037 ) ( 726 ) Deferred tax assets, net of valuation allowance 97 72 Deferred tax liabilities: Depreciation and amortization ( 67 ) ( 47 ) Right of use asset ( 25 ) ( 26 ) Other ( 9 ) ( 3 ) Deferred tax liabilities ( 101 ) ( 76 ) Deferred tax liabilities, net $ ( 4 ) $ ( 4 ) As of December 31, 2024, federal and state net operating losses were $ 2,029 million and $ 2,715 million, respectively. If not utilized, the federal and state net operating loss carryforwards will begin to expire starting in 2036 and 2029, respectively. Federal and similar state provisions limit the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. Certain acquired net operating losses and tax credits are subject to limitations. As of December 31, 2024, federal research and development credits were $ 174 million, which will begin to expire in 2037 and state research and development credits were $ 49 million, which will begin to expire in 2032. Assessing the realizability of deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company has evaluated the criteria for realization of deferred tax assets and, as a result, has determined that certain deferred tax assets are not realizable. The components of changes in the valuation allowance were as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Valuation allowance at beginning of period $ 726 $ 542 $ 331 Change in deferred tax asset positions 311 184 211 Valuation allowance at end of period $ 1,037 $ 726 $ 542 The components of changes in unrecognized tax benefits were as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Unrecognized tax benefits at beginning of period $ 31 $ 21 $ 18 Increases related to tax positions taken during a prior year 2 1 1 Increases related to tax positions taken during the current year 12 9 8 Decreases related to tax positions taken during a prior year — — ( 6 ) Unrecognized tax benefits at end of period $ 45 $ 31 $ 21 78 Table of Contents The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. Amounts accrued for interest and penalties were not significant during the twelve months ended December 31, 2024, 2023 and 2022. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. None of the unrecognized tax benefits, if recognized, would have a material effect on the effective tax rate. The Company files U.S. federal and state income tax returns. The Company is not currently under examination by income tax authorities in any jurisdiction. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating losses or credits. Note 13. Commitments and Contingencies Purchase Commitments The Company has entered into a contract for cloud hosting services under which non-cancelable future minimum payments as of December 31, 2024 were as follows (in millions): Purchase obligation Year ending December 31, 2025 $ 64 2026 38 2027 — 2028 — 2028 — Thereafter — Total $ 102 Contingencies From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material loss contingencies were recorded in the twelve months ended December 31, 2024, 2023, and 2022. Note 14. Segment The Company has one reportable segment managed on a consolidated basis by the Chief Executive Officer (CEO) who is the chief operating decision maker (“CODM”). In identifying one reportable segment, the Company considered the basis of organization for the development of the Aurora Driver, an advanced and scalable suite of self-driving hardware, software and data services designed as a platform to adapt and interoperate amongst vehicle types and applications. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance and decides how to allocate resources based on net loss that is also reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as consolidated total assets. The CODM allocates resources and evaluates performance based on net loss, which is the Company’s measure of segment profit or loss. The CODM considers budget to actual and year-over-year variances for net loss when making decisions about how to utilize the company’s resources. The components of segment profit or loss were as follows (in millions): 79 Table of Contents Twelve Months Ended December 31, 2024 2023 2022 Collaboration revenue $ — $ — $ 68 Less: Personnel expenses 423 428 385 Other operating expenses 198 226 243 Other segment items (a) 127 142 1,163 Net loss $ ( 748 ) $ ( 796 ) $ ( 1,723 ) (a) Other segment items include stock-based compensation expense, goodwill impairment, depreciation and amortization, change in fair value of derivative liabilities, and other income (expense), net. 80 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures. None. 81 Table of Contents