Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	As of December 31, 2020		As of September 30, 2021
Assets
Cash and cash equivalents	$	5,647	$	6,482
Short-term investments	1,180		—
Restricted cash and cash equivalents	250		414
Accounts receivable, net of allowance of $55 and $43, respectively	1,073		1,333
Prepaid expenses and other current assets	1,215		1,455
Assets held for sale	517		—
Total current assets	9,882		9,684
Restricted cash and cash equivalents	1,494		2,894
Collateral held by insurer	860		—
Investments (including amortized cost of debt securities of $2,281 and $2,281)	9,052		12,239
Equity method investments	1,079		971
Property and equipment, net	1,814		1,781
Operating lease right-of-use assets	1,274		1,218
Intangible assets, net	1,564		1,278
Goodwill	6,109		6,447
Other assets	124		372
Total assets	$	33,252	$	36,884
Liabilities, redeemable non-controlling interests and equity
Accounts payable	$	235	$	310
Short-term insurance reserves	1,243		1,379
Operating lease liabilities, current	175		168
Accrued and other current liabilities	5,112		6,269
Liabilities held for sale	100		—
Total current liabilities	6,865		8,126
Long-term insurance reserves	2,223		2,577
Long-term debt, net of current portion	7,560		9,279
Operating lease liabilities, non-current	1,544		1,488
Other long-term liabilities	1,306		1,129
Total liabilities	19,498		22,599
Commitments and contingencies (Note 13)
Redeemable non-controlling interests	787		229
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 1,849,794 and 1,918,591 shares issued and outstanding, respectively	—		—
Additional paid-in capital	35,931		37,281
Accumulated other comprehensive income (loss)	(535)		1,168
Accumulated deficit	(23,130)		(24,518)
Total Uber Technologies, Inc. stockholders' equity	12,266		13,931
Non-redeemable non-controlling interests	701		125
Total equity	12,967		14,056
Total liabilities, redeemable non-controlling interests and equity	$	33,252	$	36,884

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Revenue	$	2,813	$	4,845	$	7,974	$	11,677
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below	1,298		2,438		3,713		6,247
Operations and support	365		475		1,450		1,330
Sales and marketing	924		1,168		2,545		3,527
Research and development	493		493		1,722		1,496
General and administrative	711		625		2,135		1,705
Depreciation and amortization	138		218		395		656
Total costs and expenses	3,929		5,417		11,960		14,961
Loss from operations	(1,116)		(572)		(3,986)		(3,284)
Interest expense	(112)		(123)		(340)		(353)
Other income (expense), net	151		(1,832)		(1,688)		1,821
Loss before income taxes and loss from equity method investments	(1,077)		(2,527)		(6,014)		(1,816)
Provision for (benefit from) income taxes	23		(101)		(215)		(395)
Loss from equity method investments	(8)		(13)		(27)		(28)
Net loss including non-controlling interests	(1,108)		(2,439)		(5,826)		(1,449)
Less: net loss attributable to non-controlling interests, net of tax	(19)		(15)		(27)		(61)
Net loss attributable to Uber Technologies, Inc.	$	(1,089)	$	(2,424)	$	(5,799)	$	(1,388)
Net loss per share attributable to Uber Technologies, Inc. common stockholders:
Basic	$	(0.62)	$	(1.28)	$	(3.33)	$	(0.74)
Diluted	$	(0.62)	$	(1.28)	$	(3.33)	$	(0.75)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic	1,755,029		1,898,954		1,739,488		1,877,655
Diluted	1,755,029		1,898,954		1,739,488		1,878,997

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Net loss including non-controlling interests	$	(1,108)	$	(2,439)	$	(5,826)	$	(1,449)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	137		24		(268)		78
Unrealized gain on investments in available-for-sale securities	62		463		10		1,625
Other comprehensive income (loss), net of tax	199		487		(258)		1,703
Comprehensive income (loss) including non-controlling interests	(909)		(1,952)		(6,084)		254
Less: comprehensive loss attributable to non-controlling interests	(19)		(15)		(27)		(61)
Comprehensive income (loss) attributable to Uber Technologies, Inc.	$	(890)	$	(1,937)	$	(6,057)	$	315

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2019	$	311		1,716,681		$	—	$	30,739	$	(187)	$	(16,362)	$	682	$	14,872
Exercise of stock options	—			4,359		—		14		—		—		—		14
Stock-based compensation	—			—		—		285		—		—		—		285
Issuance of common stock for settlement of RSUs	—			8,917		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(107)		—		(3)		—		—		—		(3)
Unrealized loss on investments in available-for-sale securities, net of tax	—			—		—		—		(60)		—		—		(60)
Foreign currency translation adjustment	—			—		—		—		(148)		—		—		(148)
Distributions to non-controlling interests	(3)			—		—		—		—		—		(4)		(4)
Net income (loss)	(18)			—		—		—		—		(2,936)		8		(2,928)
Balance as of March 31, 2020	290			1,729,850		—		31,035		(395)		(19,298)		686		12,028
Exercise of stock options	—			3,106		—		8		—		—		—		8
Stock-based compensation	—			—		—		143		—		—		—		143
Issuance of common stock under the Employee Stock Purchase Plan	—			3,265		—		82		—		—		—		82
Issuance of common stock for settlement of RSUs	—			9,778		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(42)		—		(1)		—		—		—		(1)
Unrealized gain on investments in available-for-sale securities, net of tax	—			—		—		—		8		—		—		8
Foreign currency translation adjustment	—			—		—		—		(257)		—		—		(257)
Distributions to non-controlling interests	(3)			—		—		—		—		—		(5)		(5)
Net income (loss)	(5)			—		—		—		—		(1,775)		8		(1,767)
Balance as of June 30, 2020	282			1,745,957		—		31,267		(644)		(21,073)		689		10,239
Exercise of stock options	—			1,430		—		6		—		—		—		6
Stock-based compensation	—			—		—		191		—		—		—		191
Issuance of common stock for settlement of RSUs	—			10,791		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(356)		—		(11)		—		—		—		(11)
Unrealized gain on investments in available-for-sale securities, net of tax	—			—		—		—		62		—		—		62
Foreign currency translation adjustment	—			—		—		—		137		—		—		137
Issuance of common stock as consideration for acquisitions	—			2,995		—		96		—		—		—		96


Recognition of non-controlling interest on acquisition	290		—	—		—		—		—		—		—
Distributions to non-controlling interests	(1)		—	—		—		—		—		(1)		(1)
Net income (loss)	(22)		—	—		—		—		(1,089)		3		(1,086)
Balance as of September 30, 2020	$	549	1,760,817	$	—	$	31,549	$	(445)	$	(22,162)	$	691	$	9,633

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2020	$	787		1,849,794		$	—	$	35,931	$	(535)	$	(23,130)	$	701	$	12,967
Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06	—			—		—		(243)		—				—		(243)
Exercise of stock options	—			3,518		—		35		—		—		—		35
Stock-based compensation	—			—		—		287		—		—		—		287
Issuance of common stock for settlement of Careem Convertible Notes	—			2,872		—		158		—		—		—		158
Issuance of common stock as consideration for acquisition	—			505		—		28		—		—		—		28
Issuance of common stock for settlement of RSUs	—			10,924		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(244)		—		(14)		—		—		—		(14)
Recognition of non-controlling interest upon acquisition	56			—		—		—		—		—		—		—
Derecognition of non-controlling interests upon divestiture	(356)			—		—		—		—		—		(701)		(701)
Unrealized gain on investments in available-for-sale securities, net of tax	—			—		—		—		1,156		—		—		1,156
Foreign currency translation adjustment	—			—		—		—		33		—		—		33
Net loss	(14)			—		—		—		—		(108)		—		(108)
Balance as of March 31, 2021	473			1,867,369		—		36,182		654		(23,238)		—		13,598
Exercise of stock options	—			2,454		—		40		—		—		—		40
Stock-based compensation	—			—		—		282		—		—		—		282
Reclassification of share-based award liability to additional paid-in capital	—			—		—		4		—		—		—		4
Issuance of common stock under the Employee Stock Purchase Plan	—			1,710		—		67		—		—		—		67
Issuance of common stock for settlement of Careem Convertible Notes	—			1,352		—		74		—		—		—		74
Issuance of common stock for settlement of RSUs	—			7,480		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(55)		—		(3)		—		—		—		(3)
Recognition of non-controlling interest upon acquisition	76			—		—		—		—		—		—		—
Re-measurement of non-controlling interest	1,052			—		—		(1,058)		—		—		—		(1,058)
Unrealized gain on investments in available-for-sale securities, net of tax	—			—		—		—		6		—		—		6
Foreign currency translation adjustment	—			—		—		—		21		—		—		21
Net income (loss)	(32)			—		—		—		—		1,144		—		1,144
Balance as of June 30, 2021	1,569			1,880,310		—		35,588		681		(22,094)		—		14,175
Exercise of stock options	—			2,088		—		17		—		—		—		17
Stock-based compensation	—			—		—		292		—		—		—		292
Issuance of common stock for settlement of RSUs	—			9,696		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(149)		—		(6)		—		—		—		(6)


Issuance of common stock for settlement of contingent consideration liability	—		1,364	—		63		—		—		—		63
Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest	—		4,641	—		—		—		—		—		—
Acquisition of non-controlling interest	(1,327)		20,641	—		1,327		—		—		—		1,327
Recognition of non-controlling interest upon sale of Freight Holding preferred stock	—		—	—		—		—		—		125		125
Unrealized gain on investments in available-for-sale securities, net of tax	—		—	—		—		463		—		—		463
Foreign currency translation adjustment	—		—	—		—		24		—		—		24
Net loss	(13)		—	—		—		—		(2,424)		—		(2,424)
Balance as of September 30, 2021	$	229	1,918,591	$	—	$	37,281	$	1,168	$	(24,518)	$	125	$	14,056

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2020		2021
Cash flows from operating activities
Net loss including non-controlling interests	$	(5,826)	$	(1,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	395		656
Bad debt expense	51		75
Stock-based compensation	591		834
Gain on business divestitures, net	(127)		(1,684)
Gain from sale of investments	—		(171)
Deferred income taxes	(272)		(482)
Loss from equity method investments, net	27		28
Unrealized loss on debt and equity securities, net	123		56
Impairment of debt and equity securities	1,690		—
Impairments of goodwill, long-lived assets and other assets	372		16
Unrealized foreign currency transactions	44		12
Other	(3)		50
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable	380		(354)
Prepaid expenses and other assets	159		(229)
Collateral held by insurer	259		860
Operating lease right-of-use assets	274		116
Accounts payable	(34)		71
Accrued insurance reserves	(16)		490
Accrued expenses and other liabilities	77		891
Operating lease liabilities	(104)		(124)
Net cash used in operating activities	(1,940)		(338)
Cash flows from investing activities
Purchases of property and equipment	(493)		(218)
Purchases of marketable securities	(1,493)		(1,113)
Purchases of non-marketable equity securities	(10)		(857)
Purchase of notes receivable	(85)		(242)
Proceeds from maturities and sales of marketable securities	801		2,291
Proceeds from sale of non-marketable equity securities	—		500
Proceeds from sale of equity method investments and grant of related call option	—		800
Acquisition of businesses, net of cash acquired	(1,536)		(111)
Return of capital from equity method investee	91		—
Other investing activities	48		17
Net cash provided by (used in) investing activities	(2,677)		1,067
Cash flows from financing activities
Issuance of senior notes, net of issuance costs	1,492		1,485
Principal repayment on Careem Notes	(891)		(195)
Principal payments on finance leases	(175)		(166)


Proceeds from the issuance of common stock under the Employee Stock Purchase Plan	82		67
Proceeds from sale of subsidiary preferred stock units	—		125
Other financing activities	(25)		50
Net cash provided by financing activities	483		1,366
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	(167)		(45)
Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents	(4,301)		2,050
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period	12,067		7,391
Reclassification from assets held for sale during the period	—		349
End of period	$	7,766	$	9,790

Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents	$	6,154	$	6,482
Restricted cash and cash equivalents-current	218		414
Restricted cash and cash equivalents-non-current	1,394		2,894
Total cash and cash equivalents, and restricted cash and cash equivalents	$	7,766	$	9,790

Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized	$	296	$	319
Income taxes, net of refunds	68		71
Non-cash investing and financing activities:
Finance lease obligations	190		115
Ownership interest received in exchange for divestitures	171		1,018
Conversion of convertible notes to common stock	—		232
Common stock issued in connection with acquisitions	96		967
Issuance of Careem Notes including the holdback amount	1,634		—

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

UBER TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Description of Business and Summary of Significant Accounting Policies

Description of Business

Uber Technologies, Inc. (“Uber,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). Uber connects consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connects Riders and other consumers (“Eaters”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers (“Couriers”) for meal preparation, grocery and other delivery services. Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Couriers are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks. Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. Uber is also developing technologies that will provide new solutions to solve everyday problems.

Our technology is used around the world, principally in the United States (“U.S.”) and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020, included in our Annual Report on Form 10-K. The results for the interim periods are not necessarily indicative of results for the full year.

In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive loss, cash flows and the change in equity for the periods presented.

There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021 that have had a material impact on our condensed consolidated financial statements and related notes, except for an update reflecting the new accounting standard related to debt with conversion and other options.

In March 2020, the World Health Organization declared the outbreak of the coronavirus disease COVID-19 (“COVID-19”) a pandemic. COVID-19 continues to impact market and economic conditions globally. The evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies, including the duration of the spread of the outbreak and any resurgences of the outbreak or variants of the virus, continue to be uncertain and cannot be predicted.

Basis of Consolidation

Our condensed consolidated financial statements include the accounts of Uber Technologies, Inc. and entities consolidated under the variable interest and voting models. All intercompany balances and transactions have been eliminated. Refer to Note 14 – Variable Interest Entities for further information.

Use of Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates estimates, including, but not limited to: the incremental borrowing rate (“IBR”) applied in lease accounting; fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of long-lived assets; fair value of acquired intangible assets and related impairment assessments; impairment of goodwill; stock-based compensation; income taxes and non-income tax reserves; certain deferred tax assets and tax liabilities; insurance reserves; and other contingent liabilities. These estimates are inherently subject to judgment and actual results could differ from those estimates. The level of uncertainties and volatility in the global financial markets and economies resulting from the pandemic as well as the uncertainties related to the impact of the pandemic on us and our investees' operations and financial performance means that these estimates may change in future periods, as new events occur and additional information is obtained.

Certain Significant Risks and Uncertainties - COVID-19

Various governments continue to implement, lift, and in some regions reinstate restrictions, including business activities and travel restrictions. These restrictions have had an adverse impact on our business and operations by reducing, in particular, the global demand for Mobility offerings, while accelerating the growth of our Delivery offerings. COVID-19 has produced uncertainty around the world and it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak and any resurgences of the outbreak or variants of the virus, both globally and within the United States, the administration, adoption and efficacy of vaccines in the United States and internationally, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.

Collateral Held by Insurer

Collateral held by insurer represents funds held by James River Group companies (“James River”). These funds, previously held in a trust account, were withdrawn by James River during the fourth quarter of 2019 upon notice of cancellation of their insurance policies (primarily auto insurance policies) issued to one of our subsidiaries. As of December 31, 2020, the funds served as collateral for us and our subsidiary’s current and future claim settlement obligations under the indemnification agreements for these insurance policies as included in insurance reserves on the condensed consolidated balance sheet. Accordingly, the amount withdrawn is presented as collateral held by insurer on the condensed consolidated balance sheet as of December 31, 2020.

During the third quarter of 2021, in connection with a legacy auto insurance transfer as described below, James River returned funds, previously presented as collateral held by insurer, to the trust account where the funds were previously held. Accordingly, the funds were reclassified from collateral held by insurer to non-current restricted cash and cash equivalents on our condensed consolidated balance sheet as of September 30, 2021.

Legacy Auto Insurance Transfer

On September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive insurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance Agreement (the “LPTA”) with James River effective July 1, 2021. Pursuant to the LPTA, our captive insurance subsidiary reinsured certain automobile liability insurance risks relating to activity on our platform between 2013 and 2019 in exchange for payment by James River to our captive insurance subsidiary of a premium in the amount of $345 million (“Premium”). Subsequent to the LPTA, we retain substantially all of the liabilities on these policies when taken together with previous risk transfer arrangements. In connection with the LPTA, claims currently administered by James River will be transferred to a third-party claims administrator for ongoing handling (the “Transferred Claims”) at our expense. The liabilities associated with the Transferred Claims were re-evaluated as of September 30, 2021, and adverse development was recognized on certain of those liabilities. During the third quarter of 2021, we recognized a $103 million charge in our condensed consolidated statements of operations consisting of the difference between the Premium and the assumed liabilities (including the cost of future claims administration), expenses associated with the LPTA, and the adverse development on the Transferred Claims.

Recently Adopted Accounting Pronouncements

In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. We adopted the new standard on January 1, 2021 on a prospective basis. The adoption of the new standard did not have a material impact on our condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which reduced the number of models used to account for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that would have previously been accounted for as derivatives and modifies the diluted earnings per share calculations for convertible instruments. We early adopted the new standard on January 1, 2021 on a modified retrospective basis. Refer to Note 7 – Long-Term Debt and Revolving Credit Arrangements for the impact of adoption on our 2025 Convertible Notes and Note 11 – Net Income (Loss) Per Share for the impact on our earnings per share calculation.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

Note 2 – Revenue

The following tables present our revenues disaggregated by offering and geographical region. Revenue by geographical region is based on where the transaction occurred. This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Mobility revenue	$	1,364	$	2,205	$	4,618	$	4,676
Delivery revenue	1,136		2,238		2,548		5,942
Freight revenue	288		402		698		1,051
All Other revenue	25		—		110		8
Total revenue	$	2,813	$	4,845	$	7,974	$	11,677


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
United States and Canada	$	1,598	$	2,648	$	4,798	$	6,481
Latin America ("LatAm")	302		390		993		999
Europe, Middle East and Africa ("EMEA")	590		1,064		1,421		2,218
Asia Pacific ("APAC")	323		743		762		1,979
Total revenue	$	2,813	$	4,845	$	7,974	$	11,677

Revenue

Mobility Revenue

We derive revenue primarily from fees paid by Mobility Drivers for the use of our platform(s) and related service to facilitate and complete Mobility transactions.

In certain markets, we charge end-users a fee for connection services obtained via the platform. We recognized total revenue of $61 million and $253 million associated with these fees for the three and nine months ended September 30, 2020, respectively, and total revenue of $90 million and $216 million for the three and nine months ended September 30, 2021, respectively.

Mobility revenue also includes immaterial revenue streams such as our Uber for Business (“U4B”) and financial partnership products.

Delivery Revenue

We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions.

Additionally, in certain markets where we are responsible for delivery services, delivery fees charged to end-users are also included in revenue, while payments to Couriers in exchange for delivery services are recognized in cost of revenue. In these markets, we recognized revenue from end-users of $28 million and $49 million for the three and nine months ended September 30, 2020, respectively, and revenue from end-users of $228 million and $490 million for the three and nine months ended September 30, 2021, respectively. We also recognized cost of revenue for these delivery transactions, exclusive of depreciation and amortization of $119 million and $269 million for the three and nine months ended September 30, 2020, respectively, and cost of revenue of $642 million and $1.5 billion for the three and nine months ended September 30, 2021, respectively.

Subscription Offering

We offer subscription memberships to end-users including Uber Pass, Rides Pass, and Eats Pass (“Subscription”). We recognize Subscription fees ratably over the life of the pass. We allocate Subscription fees earned to our segments on a proportional basis, based on usage for each segment during the respective period.

Freight Revenue

Freight revenue consists of revenue from freight transportation services provided to shippers.

All Other Revenue

All Other revenue primarily includes collaboration revenue related to our Advanced Technologies Group (“ATG”) business and revenue from our New Mobility offerings and products.

ATG collaboration revenue was related to a three-year joint collaboration agreement we entered into in 2019. During the first

quarter of 2021, we completed the sale of Apparate USA LLC (“Apparate” or the “ATG Business”) to Aurora Innovation, Inc. (“Aurora”). Refer to Note 17 – Divestiture for further information.

New Mobility offerings and products provided users access to rides through a variety of modes, including dockless e-bikes and e-scooters (“New Mobility”), platform incubator group offerings and other immaterial revenue streams. After the JUMP divestiture during the second quarter of 2020, revenue from New Mobility products, including dockless e-bikes, was no longer material.

Contract Balances and Remaining Performance Obligation

Contract liabilities represents consideration collected prior to satisfying the performance obligations. As of September 30, 2021, we had $195 million of contract liabilities included in accrued and other current liabilities as well as other long-term liabilities on the condensed consolidated balance sheet. Revenue recognized from these contracts during the three and nine months ended September 30, 2020 and 2021 was not material.

Our remaining performance obligation for contracts with an original expected length of greater than one year is expected to be recognized as follows (in millions):


						Less Than or Equal To 12 Months						Greater Than 12 Months						Total
As of September 30, 2021						$	46					$	138					$	184

Note 3 – Investments and Fair Value Measurement

Investments

Our investments on the condensed consolidated balance sheets consisted of the following (in millions):


	As of
	December 31, 2020		September 30, 2021
Classified as short-term investments:
Marketable debt securities (1):
Commercial paper	$	457	$	—
U.S. government and agency securities	429		—
Corporate bonds	294		—
Short-term investments	$	1,180	$	—

Classified as investments:
Non-marketable equity securities:
Didi	$	6,299	$	4,126
Aurora (2)	—		2,250
Other (3)	329		307
Non-marketable debt securities:
Grab (4)	2,341		4,089

Marketable equity securities	—		1,386
Note receivable from a related party	83		81
Investments	$	9,052	$	12,239

(1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents.

(2) For further information, see the section titled “Aurora Investments” below and Note 17 – Divestiture.

(3) These balances include certain investments recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting for financial instruments.

(4) Recorded at fair value with changes in fair value recorded in other comprehensive income (loss), net of tax, unless subject to credit loss.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):


	As of December 31, 2020								As of September 30, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	2,386	$	—	$	—	$	2,386	$	4,214	$	—	$	—	$	4,214
Commercial paper	—		611		—		611		—		—		—		—
U.S. government and agency securities	—		542		—		542		—		—		—		—
Corporate bonds	—		323		—		323		—		—		—		—
Non-marketable debt securities	—		—		2,341		2,341		—		—		4,089		4,089
Non-marketable equity securities	—		—		52		52		—		4,126		2,278		6,404
Marketable equity securities	—		—		—		—		1,386		—		—		1,386
Note receivable from a related party	—		—		83		83		—		—		81		81
Total financial assets	$	2,386	$	1,476	$	2,476	$	6,338	$	5,600	$	4,126	$	6,448	$	16,174
Financial Liabilities
MLU B.V. Call Option (1)	$	—	$	—	$	—	$	—	$	—	$	—	$	230	$	230
Total financial liabilities	$	—	$	—	$	—	$	—	$	—	$	—	$	230	$	230

(1) For further information, see Note 4 – Equity Method Investments.

Didi Investment

During the first quarter of 2021, we completed the sale of $500 million of our Didi shares and realized immaterial gains from this transaction. In addition, we recorded unrealized gains of $71 million from remeasurement of the carrying value of the remaining Didi shares under the measurement alternative during the three months ended March 31, 2021.

On June 30, 2021, Didi started trading on the New York Stock Exchange, therefore our investment in preferred shares of Didi, which was previously accounted for under the measurement alternative on a non-recurring basis, had a readily determinable fair value and therefore changed to an investment measured at fair value on a recurring basis. As of September 30, 2021, our Didi investment in preferred shares has been converted to ordinary shares and classified as a non-marketable equity security due to a restriction on trading of ordinary shares. As of September 30, 2021, the fair value of our Didi investment is based on readily available pricing sources for comparable instruments, adjusted by a discount for lack of marketability due to the restriction on trading the shares (Level 2). During the three and nine months ended September 30, 2021,we recognized an unrealized loss of $3.2 billion and $1.7 billion, respectively, on this investment in other income (expense), net in our condensed consolidated statements of operations.

Zomato Investment

In July 2021, Zomato Media Private Limited (“Zomato”), in which we held preferred shares that were previously classified as non-marketable equity securities and accounted for under the measurement alternative on a non-recurring basis, completed its initial public offering (“IPO”) in India. As of September 30, 2021, our Zomato investment has been converted to ordinary shares and classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis. During the three and nine months ended September 30, 2021, we recognized an unrealized gain of $994 million on this investment in other income (expense), net in our condensed consolidated statements of operations. As of September 30, 2021, the carrying value of the investment was $1.1 billion. Our investment is subject to a lock-up period in which our ability to sell is restricted until July 2022.

During the nine months ended September 30, 2021, we did not make any transfers between the levels of the fair value hierarchy.

The following table summarizes the amortized cost and fair value of our debt securities with a stated contractual maturity or redemption date (in millions):


	As of September 30, 2021
	Amortized Cost		Fair Value
Within one year	$	—	$	—
One year through five years	2,281		4,089
Total	$	2,281	$	4,089

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our debt securities at fair value on a recurring basis (in millions):


	As of December 31, 2020								As of September 30, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value			Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Commercial paper	$	611	$	—	$	—	$	611		$	—	$	—	$	—	$	—
U.S. government and agency securities	542		—		—		542			—		—		—		—
Corporate bonds	322		1		—		323			—		—		—		—
Non-marketable debt securities	2,281		60		—		2,341			2,281		1,808		—		4,089
Total	$	3,756	$	61	$	—	$	3,817		$	2,281	$	1,808	$	—	$	4,089

As of December 31, 2020 and September 30, 2021, there were no allowance for credit losses related to our available-for-sale debt securities.

We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments.

As of December 31, 2020 and September 30, 2021, our Level 3 non-marketable debt securities and non-marketable equity securities primarily consist of common stock investments and preferred stock investments in privately held companies without readily determinable fair values.

Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors. The price in these transactions generally provides the best indication of the enterprise value of the investee. Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach. The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections.

Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility.

An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the investee’s financing transactions. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value.

We determine realized gains or losses on the sale of equity and debt securities on a specific identification method.

Grab Investment

To determine the fair value of our investment in Grab as of September 30, 2021, we utilized a hybrid approach, incorporating a CSE method along with an OPM. The CSE method assumes an if-converted scenario (for example an IPO or a special purpose acquisition company (“SPAC”) transaction), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences. As a result of the valuation performed, we recognized pre-tax unrealized gains of $497 million and $1.7 billion on this investment during the three and nine months ended September 30, 2021, respectively, in other comprehensive income (loss), net of tax in our condensed consolidated statements of comprehensive income (loss).

The following table summarizes information about the significant unobservable inputs used in the fair value measurement for our Grab investment as of September 30, 2021:


Fair value method	Relative weighting	Key unobservable inputs
OPM	40%	Transaction price per share	$6.16
		Volatility	64%
		Estimated time to liquidity	1.25 years
		Market adjustment	5%
CSE	60%	Discount rate	25%
		Estimated time to liquidity	0.25 years

Aurora Investments

On January 19, 2021, we completed the sale of our ATG Business to Aurora. As consideration for the sale of our ATG Business to Aurora, we received common stock in Aurora. Concurrently, we invested in Aurora’s preferred stock. For further information, refer to Note 17 – Divestiture.

We hold one seat on Aurora’s board of directors and have the ability to hold a second seat, which, along with our common and preferred stock ownership (our “Aurora Investments”) generate significant influence. We elected to apply the fair value option to our Aurora common stock and preferred stock investments in order to provide consistency of accounting treatment to our Aurora Investments. The Aurora Investments are measured at fair value on a recurring basis with changes in fair value reflected in other income (expense), net, in the condensed consolidated statements of operations.

The fair value of the Aurora Investments as of September 30, 2021 was determined by a hybrid approach, incorporating a CSE method along with an OPM, weighted at 50% and 50%, respectively, as a result of an announced SPAC merger. The CSE method assumes an if-converted scenario (for example a SPAC), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences. Significant unobservable inputs to the OPM were volatility of 66% and time to liquidity of 4.25 years. As a result of the valuation performed, we recognized unrealized gains of $102 million and $573 million on this investment in other income (expense), net in our condensed consolidated statements of operations during the three and nine months ended September 30, 2021, respectively.

Summarized financial information for Aurora for the six months ended June 30, 2021, the most recent period available, is as follows (in millions):


Results of Operations Data	Six Months Ended June 30, 2021
Total operating expenses	$	373
Loss from operations	(373)
Net loss	(370)


Balance Sheet Data	As of June 30, 2021
Current assets	$	808
Total assets	2,796
Current liabilities	72
Total liabilities	254
Redeemable convertible preferred stock	2,161

Financial Assets and Liabilities Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2021, using significant unobservable inputs (Level 3) (in millions):


	Non-marketable Debt Securities		Non-marketable Equity Securities		Note Receivables		MLU B.V. Call Option












Balance as of December 31, 2020	$	2,341	$	52	$	83	$	—
Total net gains (losses)
Included in earnings	—		549		(2)		—
Included in other comprehensive income (loss)	1,748		—		—		—
Purchases	—		1,677		—		—



Issuance	—		—		—		230
Balance as of September 30, 2021	$	4,089	$	2,278	$	81	$	230

Assets Measured at Fair Value on a Non-Recurring Basis

Non-Financial Assets

Our non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statements of operations. Non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the fair value of these securities based on valuation methods, including the CSE and OPM methods, using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold.

We did not record any realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the three and nine months ended September 30, 2020 and 2021.

The following is a summary of unrealized gains and losses from remeasurement (referred to as upward or downward adjustments) recorded in other income (expense), net in the condensed consolidated statements of operations, and included as adjustments to the carrying value of non-marketable equity securities (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Upward adjustments	$	—	$	—	$	—	$	71
Downward adjustments (including impairment)	—		—		(1,690)		—
Total unrealized gain (loss) for non-marketable equity securities	$	—	$	—	$	(1,690)	$	71

The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions):


	As of
	December 31, 2020		September 30, 2021
Initial cost basis	$	6,282	$	279
Upward adjustments	1,984		—
Downward adjustments (including impairment)	(1,690)		—
Total carrying value at the end of the period	$	6,576	$	279

Note 4 – Equity Method Investments

The carrying value of our equity method investments were as follows (in millions):


	As of
	December 31, 2020		September 30, 2021
MLU B.V.	$	1,001	$	927
Mission Bay 3 & 4	41		38
Other	37		6
Total equity method investments	$	1,079	$	971

MLU B.V. and Uber Russia/CIS Operations

On August 30, 2021, we entered into an agreement (the “Framework Agreement”) with Yandex N.V. (“Yandex”) to restructure our joint ventures, MLU B.V. and Yandex Self Driving Group B.V. (“SDG”). Pursuant to the Framework Agreement, we completed the sale of our entire equity interest in SDG and 4.5% of equity interest in MLU B.V. to Yandex during the third quarter of 2021 (collectively, the “Initial Closing”). In addition, Yandex is expected to spin-off by way of demerger from MLU B.V. the Yandex.Eats, Yandex.Lavka and Yandex.Delivery businesses (“Demerger”). Immediately following the Demerger, Yandex will acquire all of our equity interest in such demerged businesses (“Demerger Share Closing”). If the Demerger Share Closing does not occur by December

31, 2021 (with a certain 30-day extension), we will instead transfer an additional 6.7% stake of our MLU B.V. ownership to Yandex. The total consideration payable by Yandex to us in respect of the Framework Agreement is approximately $1.0 billion in cash, of which (i) $800 million was paid during the third quarter of 2021, and (ii) $200 million will be paid at the Demerger Share Closing, which is expected to occur in the fourth quarter of 2021.

At the Initial Closing during the third quarter of 2021, we allocated consideration of $276 million to the sale of 4.5% of equity interest in MLU B.V. and we recognized a gain of $106 million in other income (expense), net on our condensed consolidated statement of operations during the three months ended September 30, 2021. As of September 30, 2021, our equity ownership interest in MLU B.V. was reduced to 29%. The consideration allocated and gains recognized for the sale of our entire equity interest in SDG were not material. In addition, we recognized a liability of $212 million in accrued and other current liabilities on our condensed consolidated balance sheet as of September 30, 2021 for the consideration allocated to a prepayment received for the Demerger Share Closing.

In connection with the Framework Agreement, we granted Yandex an option (“MLU B.V. Call Option”) to acquire our remaining equity interest in MLU B.V. during the two-year period following the Initial Closing. The initial exercise price of the MLU B.V. Call Option is approximately $2.0 billion, subject to certain adjustments based on the successful closing of the Demerger Share Closing and the timing of the option exercise. As of September 30, 2021, we allocated consideration of $230 million to the MLU B.V. Call Option, which is recorded as a liability in accrued and other current liabilities on our condensed consolidated balance sheet. The MLU B.V. Call Option is measured at fair value on a recurring basis with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations. To determine the fair value of the MLU B.V. Call Option as of September 30, 2021, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option. Key inputs to the lattice model were underlying business value, option term, volatility, risk-free interest rates, and dividend yield (Level 3).

Included in the carrying value of MLU B.V. is the basis difference, net of amortization, between the original cost of the investment and our proportionate share of the net assets of MLU B.V. The carrying value of the equity method investment is primarily adjusted for our share in the income or losses of MLU B.V. on a one-quarter lag basis and amortization of basis differences. Equity method goodwill and intangible assets, net of accumulated amortization are also adjusted for currency translation adjustments representing fluctuations between the functional currency of the investee, the Ruble and the U.S. Dollar.

The table below provides the composition of the basis difference (in millions):


	As of September 30, 2021
Equity method goodwill	$	698
Intangible assets, net of accumulated amortization	60
Deferred tax liabilities	(13)
Cumulative currency translation adjustments	(130)
Basis difference	$	615

We amortize the basis difference related to the intangible assets over the estimated useful lives of the assets that gave rise to the difference using the straight-line method. The weighted-average life of the intangible assets is approximately 3.4 years as of September 30, 2021. Equity method goodwill is not amortized. The investment balance is reviewed for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable. As of September 30, 2021, we determined that there was no impairment of our investment of MLU B.V.

Note 5 – Leases

The components of our lease expense were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Lease cost
Finance lease cost:
Amortization of assets	$	53	$	53	$	146	$	166
Interest on lease liabilities	4		2		12		9
Operating lease cost	170		70		381		220
Short-term lease cost	4		2		14		6
Variable lease cost	21		24		83		66


Sublease income						(1)						(3)						(2)						(4)
Total lease cost						$	251					$	148					$	634					$	463

We did not enter into nor commence any new material operating or finance leases during the three and nine months ended September 30, 2021. The assumptions used to value leases for the periods presented were as follows:


	As of
	December 31, 2020		September 30, 2021
Weighted-average remaining lease term
Operating leases	16 years		16 years
Finance leases	2 years		2 years
Weighted-average discount rate
Operating leases	7.0	%	7.1	%
Finance leases	5.4	%	4.5	%

Maturities of lease liabilities were as follows (in millions):


	As of September 30, 2021
	Operating Leases		Finance Leases
Remainder of 2021	$	29	$	47
2022	310		145
2023	284		44
2024	238		17
2025	189		1
Thereafter	2,109		—
Total undiscounted lease payments	3,159		254
Less: imputed interest	(1,503)		(11)
Total lease liabilities	$	1,656	$	243

As of September 30, 2021, we had additional operating leases and finance leases, primarily for corporate offices and servers, that have not yet commenced of $568 million and $15 million, respectively. These operating and finance leases will commence between fiscal years 2021 and 2023 with lease terms ranging from 1 year to 11 years.

Note 6 – Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2021 (in millions):


	Mobility		Delivery		Freight		Total Goodwill
Balance as of December 31, 2020	$	2,562	$	3,547	$	—	$	6,109
Acquisitions	127		53		—		180
Measurement period adjustment (1)	(2)		183		—		181

Foreign currency translation adjustment	(18)		(5)		—		(23)
Balance as of September 30, 2021	$	2,669	$	3,778	$	—	$	6,447

(1) Refer to Note 16 – Business Combinations.

Intangible Assets

The components of intangible assets, net as of December 31, 2020 and September 30, 2021 were as follows (in millions, except years):


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
December 31, 2020
Rider and Merchant relationships	$	1,007	$	(81)	$	926	8
Developed technology	529		(69)		460		2
Trade names and trademarks	183		(16)		167		7
Patents	15		(6)		9		8
Other	5		(3)		2		0
Intangible assets	$	1,739	$	(175)	$	1,564


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
September 30, 2021
Rider and Merchant relationships	$	1,054	$	(222)	$	832	7
Developed technology	495		(206)		289		2
Trade names and trademarks	184		(37)		147		7
Patents	15		(7)		8		7
Other	5		(3)		2		0
Intangible assets	$	1,753	$	(475)	$	1,278

Amortization expense for intangible assets subject to amortization was $32 million and $105 million for the three months ended September 30, 2020 and 2021, respectively. Amortization expense for intangible assets subject to amortization was $85 million and $301 million for the nine months ended September 30, 2020 and 2021, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2021 is summarized below (in millions):


	Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2021	$	112
2022	363
2023	199
2024	148
2025	130
Thereafter	313
Total	$	1,265

Impairment of Definite-Lived Intangible and Long-Lived Assets

The following table presents the definite-lived intangible and long-lived asset impairment charges recorded in the condensed consolidated statements of operations by asset class during the three and nine months ended September 30, 2020 (in millions):


	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Intangible assets	$	—	$	23
Property and equipment	50		140
Operating lease right-of-use assets	26		76
Intangible assets	$	76	$	239

During the three months ended September 30, 2020, we exited, and made available for sublease, certain leased offices, primarily due to the City of San Francisco's extended shelter-in-place orders. This decision resulted in asset impairments of $76 million.

During the three and nine months ended September 30, 2021, we did not record any impairments of definite-lived intangible or long-lived assets.

Note 7 – Long-Term Debt and Revolving Credit Arrangements

Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages):


	As of
	December 31, 2020		September 30, 2021		Effective Interest Rates		Maturities
2016 Senior Secured Term Loan	$	1,101	$	—	—	%	—
2018 Senior Secured Term Loan	1,463		—		—	%	—
2025 Refinanced Term Loan	—		1,451		3.8	%	April 4, 2025
2027 Refinanced Term Loan	—		1,093		3.8	%	February 25, 2027
2025 Senior Note	1,000		1,000		7.7	%	May 15, 2025
2026 Senior Note	1,500		1,500		8.1	%	November 1, 2026
2027 Senior Note	1,200		1,200		7.7	%	September 15, 2027
2028 Senior Note	500		500		7.0	%	January 15, 2028
2029 Senior Note	—		1,500		4.7	%	August 15, 2029
2025 Convertible Note	1,150		1,150		0.2	%	December 15, 2025
Total debt	7,914		9,394
Less: unamortized discount and issuance costs	(327)		(88)
Less: current portion of long-term debt	(27)		(27)
Total long-term debt	$	7,560	$	9,279

2016 and 2018 Senior Secured Term Loans Refinancing

On February 25, 2021, we entered into a refinancing transaction under which we borrowed $2.6 billion pursuant to an amendment to the 2016 Senior Secured Term Loan agreement, the proceeds of which were used to repay in full all previously outstanding loans under the 2016 Senior Secured Term Loan agreement and the 2018 Senior Secured Term Loan agreement. The $2.6 billion is comprised of (i) a $1.1 billion tranche with a maturity date of February 25, 2027, replacing the 2016 Senior Secured Term Loan as a Refinancing Term Loan (the “2027 Refinanced Term Loan”), and (ii) a $1.5 billion tranche with a maturity date of April 4, 2025, replacing the 2018 Senior Secured Term Loan as an Incremental Term Loan (the “2025 Refinanced Term Loan”). The refinancing transaction qualified as a debt modification that did not result in an extinguishment.

The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan are guaranteed by certain of our material domestic restricted subsidiaries. The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants as of September 30, 2021. The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries.

The fair values of our 2025 Refinanced Term Loan and 2027 Refinanced Term Loan were $1.5 billion and $1.1 billion, respectively, as of September 30, 2021 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2025 Convertible Note

In December 2020, we issued $1.15 billion aggregate principal amount of 0% convertible senior notes due in 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $150 million principal amount of the 2025 Convertible Notes. The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act. The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased.

Holders of the 2025 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after

September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of September 30, 2021, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. Therefore, the 2025 Convertible Notes are classified as long-term.

The initial conversion rate is 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $80.84 per share of common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest.

Upon conversion of the 2025 Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the notes prior to December 20, 2023. We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2023 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The indenture governing the 2025 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

Prior to the adoption of ASU 2020-06, the proceeds from the issuance of the 2025 Convertible Notes were allocated between the conversion feature recorded as equity and the liability for the notes themselves. The difference of $243 million between the principal amount of the 2025 Convertible Notes and the liability component (the “debt discount”) was amortized to interest expense using the effective interest method over the term of the 2025 Convertible Notes. The equity component of the 2025 Convertible Notes was included in additional paid-in capital in the consolidated balance sheet as of December 31, 2020 and was not remeasured as it continued to meet the conditions for equity classification. To determine the fair value of the liability component of the 2025 Convertible Notes as of the pricing date, we used the binomial model with inputs of time to maturity, conversion ratio, our stock price, risk free rate and volatility.

Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. The adoption of this standard resulted in a decrease to additional paid-in capital of $243 million and an increase to our 2025 Convertible Notes by the same amount. At adoption, there was no adjustment recorded to the opening accumulated deficit as the cumulative effect was immaterial. Interest expense recognized in future periods will be reduced as a result of accounting for the 2025 Convertible Notes as a single liability measured at its amortized cost.

The fair value of our 2025 Convertible Notes was $1.1 billion as of September 30, 2021 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Senior Notes

In August 2021, we issued eight-year notes with an aggregate principal amount of $1.5 billion due on August 15, 2029 (the “2029 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. We issued the 2029 Senior Notes at par and paid approximately $16 million for debt issuance costs. The interest is payable semi-annually in arrears on February 15 and August 15 of each year at 4.50% per annum, beginning on February 15, 2022, and the entire principal amount is due at the time of maturity. We intend to use the net proceeds from this offering to finance a portion of the consideration payable in cash, and certain related fees and expenses incurred, in connection with the pending acquisition of Tupelo Parent, Inc. (“Transplace”), by our majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”). The Transplace acquisition is subject to regulatory approval and other customary closing conditions and is expected to close in late 2021. The 2029 Senior Notes are subject to a special mandatory redemption, which provides that if the acquisition of Transplace is not consummated on or before February 28, 2023, or if, prior to such date, the definitive agreement (the “Stock Purchase Agreement”) entered into between us and Freight Holding to acquire Transplace is terminated, we will be required to redeem all of the outstanding 2029 Senior Notes equal to 100% of the aggregate principal amount of such notes, plus accrued and unpaid interest on the principal amount of such notes. As of September 30, 2021, none of the conditions permitting the holders of the 2029 Senior Notes to redeem had been met. Therefore, the 2029 Senior Notes are classified as long-term.

The 2025, 2026, 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of September 30, 2021.

The following table presents the fair values of our Senior Notes as of September 30, 2021, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions):


	As of September 30, 2021
2025 Senior Note	$	1,067
2026 Senior Note	1,598
2027 Senior Note	1,323
2028 Senior Note	538
2029 Senior Note	1,511
Total	$	6,037

The following table presents the amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt discount and issuance costs with respect to our long term debt, for the three and nine months ended September 30, 2020 and 2021 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Contractual interest coupon	$	118	$	118	$	333	$	338
Amortization of debt discount and issuance costs	3		3		8		13
Total interest expense from long-term debt	$	121	$	121	$	341	$	351

Revolving Credit Arrangements

We have a revolving credit agreement initially entered in 2015 with certain lenders, which provides for $2.3 billion in credit maturing on June 13, 2023 (“Revolving Credit Facility”). The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions. The credit agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement. The credit agreement also contains customary events of default. The Revolving Credit Facility also contains restrictions on the payment of dividends. As of September 30, 2021, there was no balance outstanding on the Revolving Credit Facility.

Letters of Credit

As of December 31, 2020 and September 30, 2021, we had letters of credit outstanding of $649 million and $763 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $233 million and $263 million, respectively.

Note 8 – Supplemental Financial Statement Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were as follows (in millions):


	As of
	December 31, 2020		September 30, 2021
Other receivables	$	464	$	594
Other	751		861
Prepaid expenses and other current assets	$	1,215	$	1,455

Accrued and Other Current Liabilities

Accrued and other current liabilities were as follows (in millions):


	As of
	December 31, 2020		September 30, 2021
Accrued legal, regulatory and non-income taxes	$	1,811	$	2,287
Accrued Drivers and Merchants liability	651		784
Income and other tax liabilities	203		305
Other	2,447		2,893
Accrued and other current liabilities	$	5,112	$	6,269

Other Long-Term Liabilities

Other long-term liabilities were as follows (in millions):


	As of
	December 31, 2020		September 30, 2021
Deferred tax liabilities	$	818	$	454
Other	488		675
Other long-term liabilities	$	1,306	$	1,129

Accumulated Other Comprehensive Income (Loss)

The changes in composition of accumulated other comprehensive income (loss), net of tax, were as follows (in millions):


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax		Total
Balance as of December 31, 2019	$	(231)	$	44	$	(187)
Other comprehensive income (loss) before reclassifications	(268)		10		(258)
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		—
Other comprehensive income (loss)	(268)		10		(258)
Balance as of September 30, 2020	$	(499)	$	54	$	(445)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax		Total
Balance as of December 31, 2020	$	(581)	$	46	$	(535)
Other comprehensive income (loss) before reclassifications	78		1,625		1,703
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		—
Other comprehensive income (loss)	78		1,625		1,703
Balance as of September 30, 2021	$	(503)	$	1,671	$	1,168

Other Income (Expense), Net

The components of other income (expense), net were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Interest income	$	7	$	10	$	51	$	28
Foreign currency exchange gains (losses), net	(47)		(13)		(104)		(38)
Gain on business divestitures, net (1)	—		—		127		1,684
Unrealized loss on debt and equity securities, net (2)	(7)		(2,031)		(123)		(56)
Allowance reversal (impairment) of debt and equity securities (3)	160		—		(1,690)		—
Other, net	38		202		51		203
Other income (expense), net	$	151	$	(1,832)	$	(1,688)	$	1,821

(1) During the nine months ended September 30, 2020, gain on business divestitures, net primarily represents a $154 million gain on the sale of our Uber Eats India operations to Zomato recognized in the first quarter of 2020, partially offset by a $27 million loss on the sale of our JUMP operations to Lime during the second quarter of 2020. During the nine months ended September 30, 2021, gain on business divestitures, net represents a $1.6 billion gain on the sale of our ATG Business to Aurora recognized in the first quarter of 2021. Refer to Note 17 – Divestiture for further information on the sale of our ATG Business.

(2) During the three and nine months ended September 30, 2021, unrealized loss on debt and equity securities, net primarily represents a $3.2 billion and $1.7 billion net unrealized loss, respectively on our Didi investment, partially offset by a $994 million unrealized gain on our Zomato investment recognized during the third quarter of 2021, a $102 million and $573 million unrealized gain, respectively on our Aurora Investments, as well as a $73 million and $56 million net unrealized gain, respectively on our other investments in securities accounted for under the fair value option.

(3) During the three months ended September 30, 2020, we recorded a reversal of the previously recorded allowance for credit loss on our investment in Grab, initially recognized in the first quarter of 2020. During the nine months ended September 30, 2020, we recorded an impairment charge of $1.7 billion, primarily related to our investment in Didi recognized during the first quarter of 2020.

Note 9 – Stockholders' Equity

Equity Compensation Plans

We maintain four equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: the 2010 Stock Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”), which have all been approved by stockholders. Following our IPO in 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”), performance-based awards, and other awards (that are based in whole or in part by reference to our common stock).

Stock Option and SAR Activity

A summary of stock option and SAR activity for the nine months ended September 30, 2021 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):


	SARs Outstanding Number of SARs	Options Outstanding Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
As of December 31, 2020	229	28,734	$	12.87	4.97	$	1,104
Assumed in connection with an acquisition (1)	—	4,314	$	5.10
Exercised	(58)	(7,954)	$	11.82
Canceled and forfeited	(7)	(400)	$	18.99
As of September 30, 2021	164	24,694	$	11.76	4.38	$	821
Vested and expected to vest as of September 30, 2021	135	18,008	$	8.76	3.60	$	671
Exercisable as of September 30, 2021	135	18,008	$	8.76	3.60	$	671

(1) Refer to Note 16 – Business Combinations for additional information on our acquisition of Cornershop Cayman.

RSU Activity

The following table summarizes the activity related to our RSUs for the nine months ended September 30, 2021 (in thousands, except per share amounts):


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2020	83,736	$	34.17
Granted	40,031	$	51.55
Vested	(29,500)	$	37.32
Canceled and forfeited	(19,106)	$	37.23
Unvested and outstanding as of September 30, 2021	75,161	$	41.45

Stock-Based Compensation Expense

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Operations and support	$	16	$	42	$	52	$	107
Sales and marketing	11		18		35		60
Research and development	102		152		341		434
General and administrative	54		69		163		233
Total	$	183	$	281	$	591	$	834

As of September 30, 2021, there was $3.0 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.75 years.

The tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation arrangements were not material during the three and nine months ended September 30, 2020 and 2021, respectively.

Note 10 – Income Taxes

We compute our quarterly income tax expense/(benefit) by using a forecasted annual effective tax rate and adjust for any discrete items arising during the quarter. We recorded an income tax expense/(benefit) of $23 million and $(215) million for the three and nine months ended September 30, 2020, respectively, and $(101) million and $(395) million for the three and nine months ended September 30, 2021, respectively. During the three months ended September 30, 2020, the income tax expense was primarily driven by current tax on foreign earnings offset by a partial benefit from U.S. losses. During the nine months ended September 30, 2020, the income tax benefit was primarily driven by the deferred U.S. tax impact of the impairment charges related to our investments in Didi, the deferred China tax impact of the impairment charge related to our investment in Didi, and to a lesser extent, the benefit of U.S. losses and current tax on foreign earnings. During the three months ended September 30, 2021, the income tax benefit was primarily driven by the deferred U.S. tax impact related to our investments in Didi and Zomato, and to a lesser extent, by the benefit of U.S. losses and current tax on our foreign earnings. During the nine months ended September 30, 2021, the income tax benefit was primarily driven by the deferred China and U.S. tax impact related to our investment in Didi, the deferred U.S. tax impact related to our investments in Aurora and Zomato, and to a lesser extent, the benefit from our U.S. losses and current tax on our foreign earnings. The primary differences between the effective tax rate and the federal statutory tax rate are due to the China and U.S. deferred taxes related to our investment in Didi, U.S. deferred taxes related to our investments in Aurora and Zomato, the valuation allowance on our U.S. and Netherlands' deferred tax assets, and foreign tax rate differences.

During the nine months ended September 30, 2021, the amount of gross unrecognized tax benefits increased by $206 million, of which approximately $50 million of unrecognized tax benefits, if recognized, would impact the effective tax rate. The remaining $156 million of unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets.

We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under routine examination by federal, various state and foreign tax authorities. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax attribute carryforwards, the tax years in which the 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. For our major tax jurisdictions, the tax years 2002 through 2021 remain open; the major tax jurisdictions are the U.S., Brazil, Netherlands, and Australia.

Although the timing of the resolution and/or closure of audits is highly uncertain, we do not expect any material changes to our unrecognized tax benefits within the next 12 months. Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through September 30, 2021. Based on the analysis, we do not anticipate a current limitation on the tax attributes.

Note 11 – Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the periods presented. Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock. The dilutive effect of outstanding awards and convertible securities is reflected in diluted net income (loss) per share by application of the treasury stock method. Since we were in a loss position for each of the periods presented, basic net loss per share was the same as diluted net loss per share for the periods presented.

We take into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Basic net income (loss) per share:
Numerator
Net loss including non-controlling interests	$	(1,108)	$	(2,439)	$	(5,826)	$	(1,449)
Add: net loss attributable to non-controlling interests, net of tax	(19)		(15)		(27)		(61)
Net loss attributable to common stockholders	$	(1,089)	$	(2,424)	$	(5,799)	$	(1,388)
Denominator
Basic weighted-average common stock outstanding	1,755,029		1,898,954		1,739,488		1,877,655
Basic net loss per share attributable to common stockholders (1)	$	(0.62)	$	(1.28)	$	(3.33)	$	(0.74)
Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	(1,089)	$	(2,424)	$	(5,799)	$	(1,388)
Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax	—		—		—		(27)


Diluted net loss attributable to common stockholders	$	(1,089)	$	(2,424)	$	(5,799)	$	(1,415)
Denominator
Number of shares used in basic net income (loss) per share computation	1,755,029		1,898,954		1,739,488		1,877,655
Weighted-average effect of potentially dilutive securities:






Assumed redemption of Freight Holding common shares, non-controlling interest	—		—		—		1,342



Diluted weighted-average common stock outstanding	1,755,029		1,898,954		1,739,488		1,878,997
Diluted net loss per share attributable to common stockholders (1)	$	(0.62)	$	(1.28)	$	(3.33)	$	(0.75)

(1) Per share amounts are calculated using unrounded numbers and therefore may not recalculate.

Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. Upon adoption, we use the if-converted method and presume share settlement for our 2025 Convertible Notes and our non-interest bearing unsecured convertible notes related to the acquisition of Careem (“Careem Notes”) when calculating the dilutive effect of these notes.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2020	2021	2020	2021
Freight Holding contingently redeemable preferred stock	—	9,077	—	9,077
RSUs	93,508	75,161	93,508	75,161
Stock options	25,492	24,694	25,492	24,694
Common stock subject to repurchase	28	4,540	28	4,540
RSUs to settle fixed monetary awards	109	—	109	—
Shares committed under ESPP	2,016	2,758	2,016	2,758
Warrants to purchase common stock	126	73	126	73
Convertible notes	14,181	20,655	14,181	22,604
Total	135,460	136,958	135,460	138,907

Note 12 – Segment Information and Geographic Information

We determine our operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance.

As of the first quarter of 2021, our three operating and reportable segments are as follows:


Segment						Description

Mobility						Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our U4B, Financial Partnerships, Transit and Vehicle Solutions offerings.

Delivery						Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery also includes offerings for grocery and convenience store delivery as well as select other goods.

Freight						Freight connects carriers with shippers on our platform, and gives carriers upfront, transparent pricing and the ability to book a shipment.

In January 2021, we sold our ATG Business to Aurora. Our ATG Business was included in the ATG and Other Technology Programs segment prior to this transaction. As a result of the sale, ATG and Other Technology Programs segment was no longer a reportable segment. Beginning in the first quarter of 2021, results of ATG and Other Technology Programs are included within All Other. Refer to Note 17 – Divestiture for further information regarding the sale of our ATG Business.

For information about how our reportable segments derive revenue, refer to Note 2 – Revenue. Our segment operating performance measure is segment adjusted EBITDA. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. Segment adjusted EBITDA is defined as revenue less the following expenses: cost of revenue, operations and support, sales and marketing, and general and administrative and research and development expenses associated with our segments. Segment adjusted EBITDA also excludes non-cash items or items that management does not believe are reflective of our ongoing core operations (as shown in the table below). The following table provides information about our segments and a reconciliation of the total segment adjusted EBITDA to loss from operations (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
Segment adjusted EBITDA:
Mobility	$	245	$	544	$	876	$	1,021
Delivery	(183)		(12)		(728)		(373)
Freight	(73)		(35)		(186)		(105)
All Other (1)	(104)		—		(389)		(11)
Total segment adjusted EBITDA	(115)		497		(427)		532
Reconciling items:
Corporate G&A and Platform R&D (2), (3)	(510)		(489)		(1,647)		(1,392)
Depreciation and amortization	(138)		(218)		(395)		(656)
Stock-based compensation expense	(183)		(281)		(591)		(834)
Legal, tax, and regulatory reserve changes and settlements	—		98		(57)		(593)
Goodwill and asset impairments/loss on sale of assets (4)	(76)		—		(285)		(57)
Acquisition, financing and divestitures related expenses	(14)		(23)		(43)		(85)
Accelerated lease costs related to cease-use of ROU assets (4)	(80)		—		(80)		(2)
COVID-19 response initiatives	(18)		(10)		(90)		(51)
Gain on lease arrangement, net	12		—		5		—
Restructuring and related charges, net	6		—		(376)		—
Legacy auto insurance transfer (5)	—		(103)		—		(103)


Mass arbitration fees for supporting Black-owned restaurants						—						(43)						—						(43)
Loss from operations						$	(1,116)					$	(572)					$	(3,986)					$	(3,284)

(1) Includes historical results of ATG and Other Technology Programs and New Mobility.

(2) Excluding stock-based compensation expense.

(3) Includes costs that are not directly attributable to our reportable segments. Corporate G&A also includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs. Platform R&D also includes mapping and payment technologies and support and development of the internal technology infrastructure. Our allocation methodology is periodically evaluated and may change.

(4) During the three months ended September 30, 2020, we exited, and made available for sublease, certain leased offices, primarily due to the City of San Francisco's extended shelter-in-place orders. This decision resulted in the recognition of accelerated lease expense and other asset impairments.

(5) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information.

Geographic Information

Revenue by geography is based on where the trip or shipment was completed or meal or grocery order delivered. The following table sets forth revenue by geographic area for the three and nine months ended September 30, 2020 and 2021 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021
United States	$	1,455	$	2,343	$	4,442	$	5,839
France	202		355		492		1,155
Australia	191		417		473		1,096
All other countries	965		1,730		2,567		3,587
Total revenue	$	2,813	$	4,845	$	7,974	$	11,677

Revenue grouped by offerings and geographical region is included in Note 2 – Revenue.

Note 13 – Commitments and Contingencies

Purchase Commitments

We have commitments for network and cloud services, background checks, and other items in the ordinary course of business with varying expiration terms through October 30, 2024. These amounts are determined based on the non-cancelable quantities or termination amounts to which we are contractually obligated.

As of September 30, 2021, there were no material changes to our purchase commitments disclosed in the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020.

Contingencies

From time to time, we are a party to various claims, non-income tax audits and litigation in the normal course of business. As of December 31, 2020 and September 30, 2021, we had recorded aggregate liabilities of $1.8 billion and $2.3 billion, respectively, of which $1.3 billion and $1.3 billion relate to non-income tax matters, respectively, in accrued and other current liabilities on the condensed consolidated balance sheets for all of our legal, regulatory and non-income tax matters that were probable and reasonably estimable.

We are currently party to various legal and regulatory matters that have arisen in the normal course of business and include, among others, alleged independent contractor misclassification claims, Fair Credit Reporting Act (“FCRA”) claims, alleged background check violations, pricing and advertising claims, unfair competition claims, intellectual property claims, employment discrimination and other employment-related claims, Telephone Consumer Protection Act (“TCPA”) claims, Americans with Disabilities Act (“ADA”) claims, data and privacy claims, securities claims, antitrust claims, challenges to regulations, and other matters. We have existing litigation, including class actions, Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors. In connection with the enactment of California State Assembly Bill 5 (“AB5”), we have received and expect to continue to receive - in California and in other jurisdictions - an increased number of misclassification claims. With respect to our outstanding legal and regulatory matters, based on our current knowledge, we believe that the ultimate amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, or cash flows. The outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. If

one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations, financial condition or cash flows could be materially adversely affected.

Driver Classification

California Attorney General Lawsuit

In January 2020, AB5 went into effect. AB5 codifies a test to determine whether a worker is an employee under California law. The test is referred to as the “ABC” test, and was originally handed down by the California Supreme Court in Dynamex Operations v. Superior Court in 2018. Under the ABC test, workers performing services for a hiring entity are considered employees unless the hiring entity can demonstrate three things: the worker (A) is free from the hiring entity’s control, (B) performs work that is outside the usual course of the hiring entity’s business, and (C) customarily engages in the independent trade, work or type of business performed for the hiring entity.

On May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and Lyft, Inc. (“Lyft”). The complaint alleges drivers are misclassified, and seeks an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

On August 10, 2020, the Court issued a preliminary injunction order, prohibiting us from classifying drivers as independent contractors and from violating various wage and hour laws. The injunction was stayed pending appeal. On October 22, 2020, the Court of Appeal affirmed the lower court’s ruling, and we filed a petition for review of the decision with the California Supreme Court. The petition was based upon the passage of Proposition 22 by California voters in November 2020, and requested that the Court of Appeal opinion be vacated because AB5’s application to Uber was superseded by Proposition 22.

Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers. As a result of the passage of Proposition 22, Drivers are able to maintain their status as independent contractors under California law, and we and our competitors are required to comply with the provisions of Proposition 22. Proposition 22 went into effect on December 16, 2020.

The California Supreme Court declined the petition for review on February 10, 2021. The lawsuit was returned to the trial court following the appellate proceedings on February 22, 2021. On April 12, 2021, the California Attorney General, Uber and Lyft filed a stipulation to dissolve the preliminary injunction with the trial court. On April 16, 2021, the trial court signed an order granting the stipulation. Although the preliminary injunction has been dissolved, the lawsuit remains ongoing relating to claims by the California Attorney General for periods prior to enactment of Proposition 22. We have petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned. We intend to continue to vigorously defend ourselves. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

In addition, in January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied. The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the Alameda County Superior Court ruled that Proposition 22 is unconstitutional. On September 21, 2021, the State of California filed an appeal of that decision with the California Court of Appeal, and the Protect App-Based Drivers and Services has also filed an appeal.

Massachusetts Attorney General Lawsuit

On July 9, 2020, the Massachusetts Attorney General filed a complaint in Suffolk County Superior Court against Uber and Lyft. The complaint alleges Drivers are employees, and are entitled to protections under the wage and labor laws. The complaint was served on July 20, 2020 and Uber filed a motion to dismiss the complaint on September 24, 2020, which was denied on March 25, 2021. A summary judgment motion was filed in September 2021 and we filed a motion in which we argue that the motion is premature and should await the close of discovery. The motion is pending. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

Postmates Arbitrations

We have received demands or have been threatened with demands for individual arbitration on behalf of Couriers who claim to be misclassified as independent contractors by Postmates. These claims expose us to wage and hour and related liabilities for each individual who has filed a demand. The ultimate resolution of the arbitrations is uncertain and the amount accrued for this matter is recorded within accrued and other current liabilities on the condensed consolidated balance sheets, with a corresponding increase to goodwill, based on facts and circumstances in existence as of the effective date of the acquisition.

Swiss Social Security Reclassification

Several Swiss administrative bodies have issued decisions in which they classify Drivers as employees of Uber Switzerland, Rasier Operations B.V. or of Uber B.V. for social security or regulatory purposes. We are challenging each of them before the Social Security and Administrative Tribunals. In April 2020, a ruling was made on a separate matter in Switzerland which reclassified a

Driver as an employee. In April 2021, a ruling was made that Uber Switzerland could not be held liable for social security contributions. The ultimate resolution of the social security matters for the other two entities is uncertain and the amount accrued for this matter is recorded within accrued and other current liabilities on the condensed consolidated balance sheets.

Aslam, Farrar, Hoy and Mithu v. Uber B.V., Uber Britannia Ltd. and Uber London Ltd.

On October 28, 2015, a claim by 25 Drivers, including Mr. Y. Aslam and Mr. J. Farrar, was brought in the UK Employment Tribunal against us asserting that they should be classified as “workers” (a separate category between independent contractors and employees) in the UK rather than independent contractors. The tribunal ruled on October 28, 2016 that Drivers were workers whenever our app is switched on and they are ready and able to take trips based on an assessment of the app in July 2016. The Court of Appeal rejected our appeal in a majority decision on December 19, 2018. We appealed to the Supreme Court and a hearing at the Supreme Court took place in July 2020.

On February 19, 2021, the Supreme Court of the UK upheld the tribunal ruling that the Drivers using the app in 2016 were workers for UK employment law purposes. Damages include back pay including holiday pay and minimum wage, which will be assessed and quantified at a future hearing in July 2022. Additional claimants have also filed and each claimant will be required to bring their own separate action to an employment tribunal to determine whether they met the “worker” classification and if so, how much each claimant will be awarded.

On March 16, 2021, we announced that more than 70,000 drivers in the UK will be treated as workers, earning at least the National Living Wage when driving with Uber. They will also be paid for holiday time and all those eligible will be automatically enrolled into a pension plan. We have also initiated a settlement process with drivers in the UK to proactively resolve historical claims relating to their classification under UK law. In addition, we expect to be subject to historical pension contributions, which requires our separate engagement with the UK pension regulator.

On June 23, 2021, we received a compliance notice from the UK pension regulator to facilitate our auto-enrollment implementation. The pension regulator has confirmed that Uber will be required to pay historic company contributions, but that we are not required to pay the driver component of historic pension contributions unless we fail to comply in which case the amount equivalent to those contributions would be payable as a penalty. We have started enrolling eligible drivers into a pension plan.

Our portal for drivers to register for a settlement of historical holiday pay and national minimum wage liabilities closed on July 22, 2021 and we have extended offers to all drivers eligible for settlement who are not already represented by an attorney and have made payments to the drivers who accepted our offers. We are currently in mediation with the drivers who are represented by one of three law firms who represent large cohorts of drivers. Compensation hearings will take place in 2022 for claimants who have not settled their historic claims, where the tribunal will assess our position on the correct approach to working time. While the ultimate resolution of these matters is uncertain, we have recorded an accrual for these matters within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2021.

Other Driver Classification Matters

Additionally, we have received other lawsuits and governmental inquiries in other jurisdictions, and anticipate future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits challenging our classification of Drivers as independent contractors and not employees. We believe that our current and historical approach to classification is supported by the law and intend to continue to defend ourselves vigorously in these matters. However, the results of litigation and arbitration are inherently unpredictable and legal proceedings related to these claims, individually or in the aggregate, could have a material impact on our business, financial condition, results of operations and cash flows. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors.

State Unemployment Taxes

In 2018, the New Jersey Department of Labor (“NJDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through 2018. The NJDOL made an assessment on November 12, 2019, against both Rasier and Uber. Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018. The NJDOL has provided several assessments from February through October 2021. We are engaged in ongoing discussions with the NJDOL about the assessments. While the ultimate resolution of this matter is uncertain, we recorded for this matter within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2021.

Google v. Levandowski & Ron; Google v. Levandowski

On October 28, 2016, Google filed arbitration demands against each of Anthony Levandowski and Lior Ron, former employees of Google, alleging breach of their respective employment agreements with Google, fraud and other state law violations (due to soliciting Google employees and starting a new venture to compete with Google’s business in contravention of their respective employment agreements). Google sought damages, injunctive relief, and restitution. On March 26, 2019, following a hearing, the arbitration panel issued an interim award, finding against each of Google’s former employees and awarding $127 million against

Anthony Levandowski and $1 million for which both Anthony Levandowski and Lior Ron are jointly and severally liable. In July 2019, Google submitted its request for interest, attorneys fees, and costs related to these claims. The Panel’s Final Award was issued on December 6, 2019. On February 7, 2020, Ron and Google entered into a settlement agreement and mutual release to satisfy the corrected final award in the amount of approximately $10 million. Uber paid Google on behalf of Ron pursuant to an indemnification obligation. A dispute continues to exist with regard to Uber’s alleged indemnification obligation to Levandowski. Whether Uber is ultimately responsible for indemnification of Levandowski depends on the exceptions and conditions set forth in the indemnification agreement. In March 2020, Levandowski pleaded guilty to criminal trade secret charges and filed for bankruptcy. Uber filed a proof of claim in the bankruptcy court, and Levandowski additionally asserted a claim against Uber alleging that Uber failed to perform its obligations under an agreement with Otto Trucking, LLC. The indemnification dispute and Levandowski’s claim will proceed in the bankruptcy court. Former President Trump pardoned Levandowski from the trade secret conviction. The ultimate resolution of the matter could result in a possible loss of up to $60 million or more (depending on interest incurred) in excess of the amount accrued.

Non-Income Tax Matters

We recorded an estimated liability for contingencies related to non-income tax matters and are under audit by various domestic and foreign tax authorities with regard to such matters. The subject matter of these contingent liabilities and non-income tax audits primarily arises from our transactions with Drivers, as well as the tax treatment of certain employee benefits and related employment taxes. In jurisdictions with disputes connected to transactions with Drivers, disputes involve the applicability of transactional taxes (such as sales, value added and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such Drivers.

We are involved in a proceeding in the UK involving HMRC, the tax regulator in the UK, which is seeking to classify us as a transportation provider. Being classified as a transportation provider would result in a VAT (20%) on Gross Bookings or on the service fee that we charge Drivers, both retroactively and prospectively. HMRC is considering a number of factors including our contractual Driver, Rider and intercompany arrangements, and HMRC is also expected to consider the U.K. Supreme Court’s February 19, 2021 ruling on Drivers’ worker classification, in determining whether we should be classified as a provider of transportation services. HMRC may update its assessment, which we would then review and discuss with HMRC. If we do not reach a satisfactory resolution after exhausting HMRC’s review and appeals process, we would still be able to argue our case anew in the U.K. Tax Court, which may require the up-front payment to the Tax Court (“pay-to-play”) of any final HMRC assessment to be held in escrow. We continue to believe that we have meritorious defense in these proceedings.

Our estimated liability is inherently subjective due to the complexity and uncertainty of these matters and the judicial processes in certain jurisdictions, therefore, the final outcome could be different from the estimated liability recorded.

Other Legal and Regulatory Matters

We have been subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, Foreign Corrupt Practices Act and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, and the infringement of certain intellectual property rights. We have investigated many of these matters and we are implementing a number of recommendations to our managerial, operational and compliance practices, as well as strengthening our overall governance structure. In many cases, we are unable to predict the outcomes and implications of these inquiries and investigations on our business which could be time consuming, costly to investigate and require significant management attention. Furthermore, the outcome of these inquiries and investigations could negatively impact our business, reputation, financial condition and operating results, including possible fines and penalties and requiring changes to operational activities and procedures.

Indemnifications

In the ordinary course of business, we often include standard indemnification provisions in our arrangements with third parties. Pursuant to these provisions, we may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with their activities or non-compliance with certain representations and warranties made by us. In addition, we have entered into indemnification agreements with our officers, directors, and certain current and former employees, and our certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions / obligations because of the unique facts and circumstances involved in each particular situation.

Note 14 – Variable Interest Entities

Variable interest entities (“VIEs”) are legal entities that lack sufficient equity to finance their activities without future subordinated financial support.

Consolidated VIEs

We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs. As a result, we consolidate the assets and liabilities of these VIEs.

Total assets included on the condensed consolidated balance sheets for our consolidated VIEs as of December 31, 2020 and September 30, 2021 were $1.2 billion and $696 million, respectively. Total liabilities included on the condensed consolidated balance sheets for these VIEs as of December 31, 2020 and September 30, 2021 were not material.

Freight Holding

As of September 30, 2021, we own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 15 – Non-Controlling Interests.

Divestiture of ATG Business and Aurora Investments

As of December 31, 2020, we consolidated the ATG Business’ assets and liabilities and reported non-controlling interests. The common units held by us in the ATG Business were determined to be a variable interest. We determined that the ATG Business was a VIE as it lacked sufficient equity to finance its activities without future subordinated financial support. We had the power to direct the activities that most significantly impacted the economic performance of the ATG Business, and, as a result, we were the primary beneficiary of the ATG Business.

On January 19, 2021, we completed the sale of the ATG Business to Aurora. Refer to the section titled “Unconsolidated VIEs” below for additional information on Aurora. Refer to Note 17 – Divestiture for further information on the sale of the ATG Business.

Careem Qatar and Morocco

The assets and operations in Careem Qatar and Morocco had not been transferred to us as of December 31, 2020. On September 21, 2021, ownership of Careem’s operations in Morocco was fully transferred to us. Transfer of the assets and operations of Careem Qatar will be subject to a delayed closing pending timing of regulatory approval. We have rights to all residual interests in the Careem Qatar entity which is considered a variable interest. We are exposed to losses and residual returns of the Careem Qatar entity through the right to all of the proceeds from either the divestiture or the eventual legal transfer, upon regulatory approval, of the Careem Qatar entity.

Unconsolidated VIEs

We do not consolidate VIEs in which we hold a variable interest but are not the primary beneficiary because we lack the power to direct the activities that most significantly impact the entities’ economic performance. Our carrying amount of assets recognized on the condensed consolidated balance sheets related to unconsolidated VIEs was $308 million and $2.8 billion as of December 31, 2020 and September 30, 2021, respectively, and represents our maximum exposure to loss associated with the unconsolidated VIEs.

Zomato

Zomato is incorporated in India with the purposes of providing food delivery services. On January 21, 2020, we acquired compulsorily convertible cumulative preference shares of Zomato in exchange for Uber’s food delivery operations in India (“Uber Eats India”), and a note receivable for reimbursement of goods and services tax. During the second quarter of 2021, the outstanding note receivable was paid. As of September 30, 2021, we determined Zomato is no longer a VIE as it is sufficiently capitalized as a result of its IPO in India during July 2021. Refer to Note 3 – Investments and Fair Value Measurement for further information.

Lime

Neutron Holdings, Inc. (“Lime”) is incorporated in Delaware for the purpose of owning and operating a fleet of dockless e-bikes and e-scooters for short-term access use by consumers for personal transportation. On May 7, 2020, we entered into a series of transactions and agreements with Lime to divest our JUMP business and acquired ownership in Lime comprised of Lime Common Stock, Lime 1-C Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime Convertible Note (collectively, the “2020 Lime Investments”). We are exposed to Lime’s economic risks and rewards through our ownership of the 2020 Lime Investments, which represent variable interests.

Cornershop: CS-Mexico

As of December 31, 2020, Cornershop Cayman’s (“Cornershop”) business operations in Mexico (“CS-Mexico”) were determined to be a variable interest. We were exposed to CS-Mexico’s economic risks and rewards; however, we were not the primary beneficiary and we did not consolidate CS-Mexico.

In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction. On January 11, 2021, Cornershop Global (“CS-Global”), an entity which held all of Cornershop business operations, except for those in Mexico, exercised a call option and acquired 100% of the outstanding equity interest in CS-Mexico. We owned 55% of CS-Mexico through our ownership in CS-Global. The acquisition of CS-Mexico by CS-Global triggered a reconsideration event and we reevaluated if CS-Mexico still met the definition of a VIE. During the first quarter of 2021, we determined that CS-Mexico was no longer a VIE when it was acquired by CS-Global, which has sufficient equity to operate without the need for subordinated financial support. Refer to Note 16 – Business Combinations for further information.

Aurora

In January 2021, we sold our ATG Business to Aurora. After the sale, we hold equity interests in Aurora through our Aurora Investments. As of September 30, 2021, the fair value of our Aurora Investments was $2.3 billion and is included in investments on the condensed consolidated balance sheet. Refer Note 3 – Investments and Fair Value Measurement for additional information regarding the accounting for our Aurora Investments and Note 17 – Divestiture for additional information regarding the sale of our ATG Business.

Aurora is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support. We are exposed to Aurora’s economic risks and rewards through our equity interests, which represent variable interests.

Moove

On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L. dba Moove (“Moove”) including (i) an equity investment, through preferred shares, in which Uber acquired a 30% minority interest in Moove from its current shareholders at closing and up to approximately $185 million contingent on future performance of Moove and certain other conditions through the eighth anniversary of the agreement, (ii) a term loan of $213 million to Moove, due February 2026, and (iii) a commercial partnership agreement. Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Close Date. Moove is a vehicle fleet operator in Spain. After this series of agreements, Moove is considered a related party.

Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on the condensed consolidated balance sheet. The term loan, of $210 million as of September 30, 2021, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on the condensed consolidated balance sheet. Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities.

Moove is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support. We are exposed to Moove’s economic risks and rewards through our equity investment, the term loan and commercial partnership agreement, which represent variable interests.

Note 15 – Non-Controlling Interests

Freight Holding

As of December 31, 2020, we owned 85% of the issued and outstanding capital stock of our subsidiary Freight Holding, or 79% on a fully-diluted basis if all shares reserved for issuance under our Freight Holding employee incentive plan were issued and outstanding. The minority stockholders of Freight Holding include: (i) holders of Freight Holding’s Series A Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) employees who hold fully vested shares.

In July 2021, we entered into a Freight Series A Preferred Stock Purchase Agreement and sold shares of Freight Holding's Series A Preferred Stock to The Public Investment Fund, which is an investor in Uber, representing 4% ownership interest on a fully diluted basis. As of September 30, 2021, we owned 80% of the issued and outstanding capital stock of Freight Holding, or 75% on a fully-diluted basis if all shares reserved for issuance under our Freight Holding employee incentive plan were issued and outstanding.

Cornershop

As of December 31, 2020, we owned 55% of the outstanding membership interests in the issued and outstanding capital stock of CS-Global, or 52% on a fully-diluted basis. In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction. On January 11, 2021, CS-Global exercised a call option and acquired 100% of the outstanding equity interest in CS-Mexico, which increased the redeemable non-controlling interest. We owned 55% of CS-Mexico through our ownership interest in CS-Global. As of December 31, 2020, Cornershop’s financial results are consolidated in our consolidated financial statements given our majority ownership interest.

In August 2021, we acquired the minority shareholders' interests in CS-Global in an all-stock transaction and CS-Global became a wholly-owned subsidiary of ours. We derecognized the carrying value of redeemable non-controlling interests in CS-Global of $1.3 billion. Refer to Note 16 – Business Combinations for further information.

Divestiture of ATG Business to Aurora

On January 19, 2021, we completed the previously announced sale of our ATG Business to Aurora. As a result, our controlling interest and the non-controlling interests in the ATG Business were settled and ownership of the ATG Business transferred to Aurora. We derecognized the carrying value of non-controlling interests in the ATG Business of $1.1 billion, which included Toyota Motor North America, Inc. and DENSO International America, Inc. non-redeemable non-controlling interests of $701 million and SVF Yellow (USA) Corporation’s (or “Softbank’s”) redeemable non-controlling interests of $356 million. Refer to Note 17 – Divestiture for further information.

Note 16 – Business Combinations

Careem

During the first quarter of 2020, we completed the acquisition of substantially all of the assets of Careem for approximately $3.0 billion. Dubai-based Careem provides primarily ridesharing and to a lesser extent meal delivery, and payments services to millions of users in cities across the Middle East, North Africa, and Pakistan. On September 21, 2021, ownership of Careem’s operations in Morocco were fully transferred to us. As of September 30, 2021, ownership of Careem’s operations in Qatar had not yet been transferred to us; however the results of operations and net assets were fully consolidated as variable interest entity.

As part of the acquisition, we agreed to issue the Careem Notes with an acquisition date fair value of $1.6 billion in different tranches with $880 million of the principal amount of the Careem Notes issued as of January 2, 2020 and settled in cash on April 1, 2020. Each tranche of the Careem Notes is due and payable 90 days once issued. The holders of the Careem Notes may elect to convert the full outstanding principal balance to common stock at a conversion price of $55 per share of Uber Technologies, Inc. at any time prior to maturity. During the three months ended September 30, 2021, none of the holders of the Careem Notes elected to convert their notes. During the nine months ended September 30, 2021, certain holders of the Careem Notes elected to convert their notes and as a result of such elections, $427 million of the principal amount of the Careem Notes matured, of which $195 million were settled in cash and $232 million were settled in equity.

The remaining amount of the Careem Notes is recognized as a commitment to issue unsecured convertible notes at fair value in accrued and other current liabilities of $115 million and in other long-term liabilities $122 million as of September 30, 2021. The discount from the Careem Notes face value to fair value will be accreted through the respective repayment dates as interest expense. The amount of accretion for the three and nine months ended September 30, 2021 was not material.

Cornershop

During the third quarter of 2020, we acquired a 55% controlling interest in the Cornershop Global (“CS-Global”), an entity which held all of Cornershop Cayman’s (“Cornershop”) business operations, except for those in Mexico. Cornershop operates as an online grocery delivery platform primarily in Chile and Mexico. Uber and CS-Global also entered into a put/call arrangement over the non-controlling interest in CS-Global, providing Uber the right and obligation to acquire the remaining interest from non-controlling interest holders, exercisable in 5 years if there is no IPO or liquidation event, at a future negotiated price.

Concurrent with the CS-Global acquisition transaction, Uber, Cornershop and CS-Global entered into a put/call agreement providing CS-Global with the right through the call option (and obligation through the put option held by Cornershop) to purchase all of the interests in CS-Mexico, contingent upon the receipt of regulatory approval in Mexico (“CS-Mexico Put/Call”). Upon either the exercise of the call option (by CS-Global) or the put option (by Cornershop), CS-Global would acquire 100% of the outstanding equity interests in CS-Mexico.

In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction. On January 11, 2021, CS-Global exercised the call option through the CS-Mexico Put/Call agreement and acquired 100% of the outstanding equity interest in CS-Mexico, and we owned 55% of CS-Mexico through our ownership in CS-Global. The acquisition of CS-Mexico was accounted for as a business combination. The acquisition date fair value of the consideration transferred for CS-Mexico was immaterial, and consisted of a combination of cash payment and equity payment in Uber common stock and the fair value of the CS-Mexico Put/Call remeasured at the acquisition date. As a result of remeasuring our prior CS-Mexico Put/Call held immediately prior to the business combination, we recognized an immaterial loss during the nine months ended September 30, 2021. The loss was included in other income (expense), net in the condensed consolidated statements of operations.

In August 2021, we completed the acquisition of the remaining 45% ownership interest in Cornershop (or 47%, on a fully-diluted basis) in an all-stock transaction. As consideration for our acquisition of the remaining non-controlling interest, we issued 25 million shares of our common stock, including 4.6 million restricted shares issued to certain Cornershop employees. In addition, we issued 4 million stock options to replace assumed outstanding stock options. These replacement stock options attributable to post-acquisition service are included in our option activity and will be recognized as stock-based compensation expense.

The acquisition was accounted for as an equity transaction, as we previously controlled and consolidated Cornershop. Accordingly, we did not recognize a gain or loss in our condensed consolidated statements of operations during the three months ended September 30, 2021. In connection with this acquisition, the previously recognized non-controlling interest was derecognized. Following this transaction, Cornershop became our wholly-owned subsidiary.

The total purchase price was determined to be $967 million, based on the number of shares issued and Uber’s share price on the closing date. The fair value of the 4.6 million restricted shares issued to certain Cornershop employees was determined to be $202 million. These shares are restricted and contingent on the employees’ continuing employment at the combined company for the next three years. These restricted shares are considered compensation for post-combination services and will be recognized as stock-based compensation expense ratably over the next three years.

Postmates

On December 1, 2020, we completed the acquisition of Postmates, Inc. (“Postmates”), an on-demand delivery platform in the U.S. by acquiring 100% ownership interest in Postmates for a total consideration of approximately $3.9 billion. During the first quarter of 2021, we recorded a measurement period adjustment of $170 million to accrued and other current liabilities with a corresponding increase to goodwill, based on facts and circumstances in existence as of the effective date of the acquisition. Refer to Note 13 – Commitments and Contingencies for further information.

Note 17 – Divestiture

Divestiture of ATG Business to Aurora

On January 19, 2021, we completed the previously announced sale of our ATG Business, a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora. As a result, our controlling interest and the non-controlling interests in the ATG Business were settled, and ownership of the ATG Business transferred to Aurora.

As consideration for the sale, Aurora issued Series U-1 preferred shares to the third party investors of the ATG Business to settle their ATG Series A Stated Liquidation Preference of $1.1 billion, which had previously been recorded as redeemable and non-redeemable non-controlling interests on our condensed consolidated balance sheet prior to this transaction. We received the residual consideration from the sale as the only common unit holder of the ATG Business in the form of Aurora common shares valued at $1.3 billion, representing 22% of fully-diluted (25% undiluted) ownership interest of Aurora. Concurrently, we invested $400 million in Aurora in exchange for Aurora Series U-2 convertible preferred shares, representing 4% of fully-diluted (5% undiluted) ownership interest of Aurora. Refer to Note 3 – Investments and Fair Value Measurement for additional information.

We do not consolidate Aurora under either the VIE or the voting interest model. For further information, refer to Note 14 – Variable Interest Entities.

We entered into a commercial agreement with Aurora pursuant to which the parties will collaborate with best efforts to launch and commercialize self-driving vehicles on our ridesharing network. We also allowed unvested RSUs for Uber stock held by employees of the ATG Business that transferred to Aurora to continue to vest over the next 12 months contingent upon the employee remaining at Aurora. As a result, we recognized liabilities of $315 million as consideration for these future obligations to Aurora.

The sale of the ATG Business did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation. The resulting gain on disposal was recorded in other income (expense), net in the condensed consolidated statement of operations.

After the sale of the ATG Business, Aurora is considered a related party.

The following table presents the gain on sale of the ATG Business (in millions):


	Three Months Ended March 31, 2021
Fair value of common shares received	$	1,277
Derecognition of ATG Business' non-controlling interests	1,057
Liability recognized for future obligations	(315)
Net consideration received for sale of the ATG Business	2,019
Carrying value of net assets transferred	(375)
Gain on the sale of the ATG Business	$	1,644

Note 18 – Subsequent Events

Investment in Freight

On November 4, 2021, we entered into a preferred stock purchase agreement with new investors (“New Freight Investors”). Pursuant to the preferred stock purchase agreement, the New Freight Investors agreed to invest an aggregate of $550 million in Freight Holding, the holding company for our Uber Freight business, in exchange for Series A-1 convertible preferred stock of Freight Holding. The purchase and sale of the convertible preferred stock shall take place concurrently and is contingent upon closing of the previously announced Transplace acquisition. The remainder of the Transplace purchase price will be funded by the net proceeds from the 2029 Senior Notes and cash.

Acquisition of Drizly

On October 12, 2021, we completed the acquisition of The Drizly Group, Inc. (“Drizly”). Drizly operates an on-demand alcohol marketplace in North America. We are currently evaluating purchase price allocation. It is not practicable to disclose the preliminary purchase price allocation for this acquisition given the short period of time between the acquisition date and the issuance of these condensed consolidated financial statements. We issued approximately 18.9 million shares of common stock and paid an immaterial amount in cash as consideration to close this transaction.

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