Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our 2020 Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the sections titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and Part II, Item 1A, “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a technology platform that uses a massive network, leading technology, operational excellence, and product expertise to power movement from point A to point B. We develop and operate proprietary technology applications supporting a variety of offerings on our platform. We connect consumers with providers of ride services, merchants and food delivery services as well as public transportation networks. We use this same network, technology, operational excellence, and product expertise to connect shippers with carriers in the freight industry. We are also developing technologies that provide new solutions to solve everyday problems.

COVID-19

In March 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”) a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting Drivers, Merchants, consumers and business partners, as well as our business, results of operations, financial position, and cash flows. Various governmental restrictions, including the declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for Mobility rides. Furthermore, we are experiencing and expect to continue to experience Driver supply constraints, and such supply constraints have been and may continue to be impacted by concerns regarding the COVID-19 pandemic.

COVID-19 Response Initiatives

We continue to prioritize the health and safety of our consumers, Drivers and Merchants, our employees and the communities we serve. As one of the world’s largest platforms for work, we continue to believe that we will play an important role in the economic recovery of cities around the globe. We are focused on navigating the challenges presented by COVID-19 through preserving our liquidity and managing our cash flow by taking preemptive action to enhance our ability to meet our short-term liquidity needs. The pandemic has reduced the demand for our Mobility offering globally, while accelerating the growth of our Delivery offerings. We have responded to the COVID-19 pandemic by launching new, or expanding existing, services or features on an expedited basis, particularly those related to delivery of food and other goods.

To comply with social distancing guidelines of national, state and local governments, we have temporarily suspended UberPOOL, our shared Mobility offering, in most markets, and implemented “leave at door” delivery options for Delivery offerings. Additionally, we have asked that all employees who are able to do so, to work remotely.

As vaccination rates increase in the United States, we are observing that consumer demand for Mobility is recovering faster than driver availability, and consumer demand for Delivery continues to exceed courier availability. We recently announced that we are increasing investments in driver incentives to improve driver availability in the near-term.

While we continue to assess the impact from the COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position, and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, any future waves or resurgences of the virus, variants of the virus, the administration, adoption and efficacy of vaccines in the United States and internationally, additional actions that may be taken by governmental authorities, the further impact on the business of Drivers, Merchants, consumers, and business partners, and other factors identified in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q.

Driver Classification Developments

The classification of Drivers is currently being challenged in courts, by legislators and by government agencies in the United States and abroad. We are involved in numerous legal proceedings globally, including putative class and collective class action lawsuits, demands for arbitration, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors. Of particular note are proceedings in California, where 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 (the “Court”) against Uber and Lyft, alleging that drivers are misclassified, and sought 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. Following a stay of the injunction and our unsuccessful appeal of the injunction to a Court of Appeal, we were ordered to comply with the preliminary injunction. In November 2020, California voters approved Proposition 22, a state ballot initiative that provides a framework for drivers that use platforms like ours for independent work. Proposition 22 went into effect in December 2020. Although our stipulation to dissolve the California Attorney General’s preliminary injunction was granted in April 2021, that litigation remains pending, and we also may face liability relating to periods before the effective date of Proposition 22.

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 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.

To comply with Proposition 22, we have incurred and expect to incur additional expenses, including expenses associated with a guaranteed minimum earnings floor for Drivers, insurance for injury protection and subsidies for health care. We do not expect these changes will have a material impact on our business, results of operations, financial position, or cash flows.

Also of note, 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 the Drivers were workers whenever our app was switched on and they were 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. Subsequently, we initiated a historical claims settlement process for UK drivers. Damages may include back pay including holiday pay and minimum wage. 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.

In September 2021, a Netherlands court ruled that Mobility drivers are employees within the meaning of the taxi collective bargaining agreement.

If, as a result of legislation or judicial decisions, we are required to classify Drivers as employees, workers or quasi-employees where those statuses exist, we would incur significant additional expenses for compensating Drivers, including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform. Any of these events could negatively impact our business, result of operations, financial position, and cash flows.

For a discussion of risk factors related to how misclassification challenges may impact our business, result of operations, financial position and operating condition and cash flows, see the risk factor titled “-Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees” included in Part II, Item 1A, “Risk Factors”, and Note 13 – Commitments and

Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

In addition, if we are required to classify Drivers as employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled “Critical Accounting Policies and Estimates” and Note 1 in the section titled “Notes to the Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Financial and Operational Highlights


	Three Months Ended September 30,
(In millions, except percentages)	2020		2021		% Change		% Change (Constant Currency (1))
Monthly Active Platform Consumers (“MAPCs”) (2)	78		109		40	%
Trips (2)	1,184		1,641		39	%
Gross Bookings (2)	$	14,745	$	23,113	57	%	53	%
Revenue	$	2,813	$	4,845	72	%	69	%
Net loss attributable to Uber Technologies, Inc. (3)	$	(1,089)	$	(2,424)	(123)	%
Mobility Adjusted EBITDA	$	245	$	544	122	%
Delivery Adjusted EBITDA	$	(183)	$	(12)	93	%
Adjusted EBITDA (1), (2)	$	(625)	$	8	**

(1) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.

(2) See the section titled “Certain Key Metrics and Non-GAAP Financial Measures” for more information.

(3) Net loss attributable to Uber Technologies, Inc. included stock-based compensation expense of $183 million and $281 million in the third quarter of 2020 and 2021, respectively.

** Percentage not meaningful.

Highlights for the Third Quarter 2021

In the third quarter of 2021, we continued to show signs of the business recovering from the impacts of COVID-19. Our MAPCs were 109 million, adding 8 million, or growing 8%, quarter-over-quarter.

Overall Gross Bookings increased to $23.1 billion in the third quarter of 2021, or 53% on a constant currency basis, compared to the same period in 2020. Delivery Gross Bookings grew 46% year-over-year, on a constant currency basis, outpacing Delivery Trip growth, as we saw a 9% increase in basket sizes globally driven by stay-at-home order demand related to COVID-19. Mobility Gross Bookings grew 63% year-over-year, on a constant currency basis primarily due to increases in Trip volumes as the business recovers from the impacts of COVID-19.

Revenue was $4.8 billion, up 72% year-over-year, with a Take Rate of 21.0%. Additionally, revenue benefited from a $123 million accrual release for the resolution of historical claims in the UK relating to the classification of drivers (“UK Accrual Release”), which also positively impacted Take Rate by 60 basis points.

Net loss attributable to Uber Technologies, Inc. was $2.4 billion, which includes the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net of $2.0 billion primarily related to a $3.2 billion unrealized loss on our Didi investment, partially offset by a $994 million unrealized gain on our Zomato investment, a $102 million unrealized gain on our Aurora Investments, as well as a $73 million net unrealized gain on our other investments in securities accounted for under the fair value option. Net loss attributable to Uber Technologies, Inc. also includes $281 million of stock-based compensation expense. For additional information on our Didi, Zomato and Aurora investments, see Note 3 – Investments and Fair Value Measurement in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Adjusted EBITDA was $8 million, up $517 million quarter-over-quarter and $633 million compared to the same period in 2020. Mobility Adjusted EBITDA profit improved by 122%, year-over-year, to $544 million as Delivery Adjusted EBITDA loss of $12 million improved 93% year-over-year.

We ended the quarter with $6.5 billion in unrestricted cash and cash equivalents.

Other Developments for the Third Quarter 2021

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 our equity interest in MLU B.V. to Yandex during the third quarter of 2021. For additional information, see Note 4 – Equity Method Investments in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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. For additional information, see Note 1 – Description of Business and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Acquisition of Remaining Interests in Cornershop

In August 2021, we completed the acquisition of the remaining 45% ownership interest in Cornershop Cayman (“Cornershop”), or 47%, on a fully-diluted basis, in an all-stock transaction. For additional information, see Note 16 – Business Combinations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Components of Results of Operations

Revenue

We generate substantially all of our revenue from fees paid by Drivers and Merchants for use of our platform. We have concluded that we are an agent in these arrangements as we arrange for other parties to provide the service to the end-user. Under this model, revenue is net of Driver and Merchant earnings and Driver incentives. We act as an agent in these transactions by connecting consumers to Drivers and Merchants to facilitate a Trip, meal or grocery delivery service.

For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Revenue Recognition,” “Note 1 - Description of Business and Summary of Significant Accounting Policies - Revenue Recognition,” and “Note 2 - Revenue” to our audited consolidated financial statements included in our Annual Report Form 10-K for the year ended December 31, 2020 and Note 2 – Revenue in this Quarterly Report in Form 10-Q.

Cost of Revenue, Exclusive of Depreciation and Amortization

Cost of revenue, exclusive of depreciation and amortization, primarily consists of certain insurance costs related to our Mobility and Delivery offerings, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, costs incurred for certain Delivery transactions where we are primarily responsible for delivery services and pay Couriers for services provided, costs incurred with carriers for Uber Freight transportation services, amounts related to fare chargebacks and other credit card losses.

We expect that cost of revenue, exclusive of depreciation and amortization, will fluctuate on an absolute dollar basis for the foreseeable future in line with Trip volume changes on the platform. As Trips increase or decrease, we expect related changes for insurance costs, credit card processing fees, hosting and co-located data center expenses, maps license fees, and other cost of revenue, exclusive of depreciation and amortization.

Operations and Support

Operations and support expenses primarily consist of compensation expenses, including stock-based compensation, for employees that support operations in cities, including the general managers, Driver operations, platform user support representatives and community managers. Also included is the cost of customer support, Driver background checks and the allocation of certain corporate costs.

As our business recovers from the impacts of COVID-19 and Trip volume increases, we would expect operations and support expenses to increase on an absolute dollar basis for the foreseeable future, but decrease as a percentage of revenue as we become more efficient in supporting platform users.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation costs, including stock-based compensation to sales and marketing employees, advertising costs, product marketing costs and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers, and the allocation of certain corporate costs. We expense advertising and other promotional expenditures as incurred.

As our business recovers from the impacts of COVID-19, we would anticipate sales and marketing expenses to increase on an absolute dollar basis for the foreseeable future but vary from period to period as a percentage of revenue due to timing of marketing campaigns.

Research and Development

Research and development expenses primarily consist of compensation costs, including stock-based compensation, for employees in engineering, design and product development. Expenses include ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs. We expense substantially all research and development expenses as incurred.

We expect research and development expenses to increase and vary from period to period as a percentage of revenue as we continue to invest in research and development activities relating to ongoing improvements to and maintenance of our platform offerings and other research and development programs, offset by a decrease in investments in our ATG and Other Technology Programs subsequent to the sale of our ATG Business.

General and Administrative

General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and general corporate insurance costs. General and administrative expenses also include certain legal settlements.

As our business recovers from the impacts of COVID-19 and Trip volume increases, we expect that general and administrative expenses will increase on an absolute dollar basis for the foreseeable future, but decrease as a percentage of revenue as we find efficiencies in our internal support functions.

Depreciation and Amortization

Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, leased vehicles, furniture and fixtures, and amortization of intangible assets. Depreciation includes expenses associated with buildings, site improvements, computer and network equipment, leased vehicles, and furniture, fixtures, as well as leasehold improvements. Amortization includes expenses associated with our capitalized internal-use software and acquired intangible assets.

As our business recovers from the impacts of COVID-19, we would anticipate depreciation and amortization expenses to increase as we continue to build out our network infrastructure and building locations.

Interest Expense

Interest expense consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount.

Other Income (Expense), Net

Other income (expense), net primarily includes the following items:

Interest income, which consists primarily of interest earned on our cash and cash equivalents and restricted cash and cash equivalents.
Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.
Gain on business divestitures, net.
Unrealized loss on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our non-marketable securities.
Allowance reversal (impairment) of debt and equity securities.

Provision for (Benefit from) Income Taxes

We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, changes in the valuation allowance on our U.S. and Netherlands' deferred tax assets, and changes in tax laws.

Equity Method Investments

Equity method investments primarily includes the results of our share of income or loss from our Yandex.Taxi joint venture.

Results of Operations

The following table summarizes our condensed consolidated statements of operations for each of the periods presented (in millions):


	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)

The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue (1):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2021		2020		2021

Revenue	100	%	100	%	100	%	100	%
Costs and expenses:
Cost of revenue, exclusive of depreciation and amortization shown separately below	46	%	50	%	47	%	53	%
Operations and support	13	%	10	%	18	%	11	%
Sales and marketing	33	%	24	%	32	%	30	%
Research and development	18	%	10	%	22	%	13	%
General and administrative	25	%	13	%	27	%	15	%
Depreciation and amortization	5	%	4	%	5	%	6	%
Total costs and expenses	140	%	112	%	150	%	128	%
Loss from operations	(40)	%	(12)	%	(50)	%	(28)	%
Interest expense	(4)	%	(3)	%	(4)	%	(3)	%
Other income (expense), net	5	%	(38)	%	(21)	%	16	%
Loss before income taxes and loss from equity method investments	(38)	%	(52)	%	(75)	%	(16)	%
Provision for (benefit from) income taxes	1	%	(2)	%	(3)	%	(3)	%
Loss from equity method investments	—	%	—	%	—	%	—	%
Net loss including non-controlling interests	(39)	%	(50)	%	(73)	%	(12)	%
Less: net loss attributable to non-controlling interests, net of tax	(1)	%	—	%	—	%	(1)	%
Net loss attributable to Uber Technologies, Inc.	(39)	%	(50)	%	(73)	%	(12)	%

(1) Totals of percentage of revenues may not foot due to rounding.

The following discussion and analysis is for the three and nine months ended September 30, 2021 compared to same periods in 2020.

Comparison of the Three and Nine Months Ended September 30, 2020 and 2021

Revenue


	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except percentages)	2020		2021		% Change		2020		2021		% Change

Revenue	$	2,813	$	4,845	72	%	$	7,974	$	11,677	46	%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Revenue increased 2.0 billion, or 72%, primarily attributable to an increase in Gross Bookings of 53%, on a constant currency basis. The increase in Gross Bookings was primarily driven by an increase in Delivery Gross Bookings growth of 46%, on a constant currency basis, due to an increase in food delivery orders and higher basket sizes as a result of stay-at-home order demand related to COVID-19, as well as continued expansion across U.S. and international markets. The increase in Gross Bookings was also attributed to an increase in Mobility Gross Bookings of 63%, on a constant currency basis, due to increases in Trip volumes as the business recovers from the impacts of COVID-19. Additionally, revenue benefited from a $123 million UK Accrual Release.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Revenue increased $3.7 billion, or 46%, primarily attributable to an increase in Gross Bookings of 54%, on a constant currency basis. The increase in Gross Bookings was primarily driven by an increase in Delivery Gross Bookings growth of 82%, on a constant currency basis, due to an increase in food delivery orders and higher basket sizes as a result of stay-at-home order demand related to COVID-19, as well as continued expansion across U.S. and international markets. The increase was partially offset by a $477 million unfavorable impact to Mobility revenue related to an accrual for the resolution of historical claims in the UK relating to the classification of drivers.

Cost of Revenue, Exclusive of Depreciation and Amortization


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Cost of revenue, exclusive of depreciation and amortization	$	1,298		$	2,438		88	%	$	3,713		$	6,247		68	%
Percentage of revenue	46		%	50		%			47		%	53		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Cost of revenue, exclusive of depreciation and amortization, increased $1.1 billion, or 88%, mainly due to a $554 million increase in Courier payments and incentives primarily driven by markets where business model changes classify certain payments and incentives as cost of revenue. Additionally, cost of revenue, exclusive of depreciation and amortization, increased due to a $382 million increase in Mobility driven by volume increases primarily resulting in higher insurance costs, and a $74 million increase in Freight carrier payments.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Cost of revenue, exclusive of depreciation and amortization, increased $2.5 billion, or 68%, mainly due to a $1.4 billion increase in Courier payments and incentives primarily driven by markets where business model changes classify certain payments and incentives as cost of revenue. Additionally, cost of revenue, exclusive of depreciation and amortization, increased due to a $434 million increase in insurance expense primarily due to an increase in miles in our Delivery business, and a $276 million increase in Freight carrier payments.

Operations and Support


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Operations and support	$	365		$	475		30	%	$	1,450		$	1,330		(8)	%
Percentage of revenue	13		%	10		%			18		%	11		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Operations and support expenses increased $110 million, or 30%, primarily attributable to a $33 million increase in Driver background check costs, a $29 million increase in external contractor expenses, a $26 million increase in stock-based compensation expense, and a $22 million increase in employee headcount costs.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Operations and support expenses decreased $120 million, or 8%, primarily attributable to a $157 million decrease in employee headcount costs from cost reduction actions in 2020, partially offset by a $55 million increase in stock-based compensation expense.

Sales and Marketing


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Sales and marketing	$	924		$	1,168		26	%	$	2,545		$	3,527		39	%
Percentage of revenue	33		%	24		%			32		%	30		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Sales and marketing expenses increased $244 million, or 26%, primarily attributable to a $141 million increase in consumer advertising expenses as well as an increase in consumer discounts, rider facing loyalty expense, promotions, credits and refunds of $62 million to $603 million compared to $541 million in the same period in 2020.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Sales and marketing expenses increased $982 million, or 39%, primarily attributable to a $565 million increase in consumer advertising expenses as well as an increase in consumer discounts, rider facing loyalty expense, promotions, credits and refunds of $341 million to $1.8 billion compared to $1.5 billion in the same period in 2020.

Research and Development


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Research and development	$	493		$	493		—	%	$	1,722		$	1,496		(13)	%
Percentage of revenue	18		%	10		%			22		%	13		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Research and development expenses remained flat.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Research and development expenses decreased $226 million, or 13%, primarily attributable to a $247 million decrease in employee headcount costs, partially offset by a $93 million increase in stock-based compensation expense. The decrease was primarily due to the sale of our ATG Business in the first quarter of 2021.

General and Administrative


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

General and administrative	$	711		$	625		(12)	%	$	2,135		$	1,705		(20)	%
Percentage of revenue	25		%	13		%			27		%	15		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

General and administrative expenses decreased $86 million, or 12%, primarily attributable to a $90 million decrease in employee headcount costs, partially offset by a $15 million increase in stock-based compensation expense.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

General and administrative expenses decreased $430 million, or 20%, primarily attributable to a $252 million decrease in impairment charges related to our New Mobility reporting unit recorded during the first quarter of 2020 primarily related to COVID-19 impacts on certain markets and a $213 million decrease in employee headcount costs, partially offset by a $70 million increase in stock-based compensation expense.

Depreciation and Amortization


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Depreciation and amortization	$	138		$	218		58	%	$	395		$	656		66	%
Percentage of revenue	5		%	4		%			5		%	6		%

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Depreciation and amortization expenses increased $80 million, or 58%, primarily attributable to additional amortization expenses related to Postmates and Cornershop intangible assets, as well as an increase in depreciation of building and site improvement assets related to us taking possession of our new Mission Bay corporate headquarters in the fourth quarter of 2020, partially offset by a decrease in amortization of Careem intangible assets that fully amortized in 2020.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Depreciation and amortization expenses increased $261 million, or 66%, primarily attributable to additional amortization expenses related to Postmates and Cornershop intangible assets, as well as an increase in depreciation of building and site improvement assets related to us taking possession of our new Mission Bay corporate headquarters in the fourth quarter of 2020, combined with increased amortization of capital lease servers and internally developed software costs, partially offset by a decrease in amortization of Careem intangible assets that fully amortized in 2020.

Interest Expense


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Interest expense	$	(112)		$	(123)		10	%	$	(340)		$	(353)		4	%
Percentage of revenue	(4)		%	(3)		%			(4)		%	(3)		%

Three and Nine Months Ended September 30, 2021 Compared with the Same Periods in 2020

Interest expense increased by an immaterial amount.

Other Income (Expense), Net


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Interest income	$	7		$	10		43	%	$	51		$	28		(45)	%
Foreign currency exchange gains (losses), net	(47)			(13)			72	%	(104)			(38)			63	%
Gain on business divestitures, net	—			—			**		127			1,684			**
Unrealized loss on debt and equity securities, net	(7)			(2,031)			**		(123)			(56)			54	%
Allowance reversal (impairment) of debt and equity securities	160			—			**		(1,690)			—			**
Other, net	38			202			**		51			203			298	%
Other income (expense), net	$	151		$	(1,832)		**		$	(1,688)		$	1,821		**
Percentage of revenue	5		%	(38)		%			(21)		%	16		%

** Percentage not meaningful.

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Unrealized loss on debt and equity securities, net decreased by $2.0 billion primarily due to a $3.2 billion unrealized loss on our Didi investment, partially offset by a $994 million unrealized gain on our Zomato investment, a $102 million unrealized gain on our Aurora Investments and a $73 million net unrealized gain on our other investments in securities accounted for under the fair value option. For additional information, refer to Note 3 – Investments and Fair Value Measurement in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Gain on business divestitures, net increased by $1.6 billion primarily due to a $1.6 billion gain on the sale of our ATG Business to Aurora recognized in the first quarter of 2021. For additional information, refer to Note 17 – Divestiture in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Unrealized loss on debt and equity securities, net increased by $67 million primarily due to a $1.7 billion unrealized loss on our Didi investment, partially offset by a $994 million unrealized gain on our Zomato investment, a $573 million unrealized gain on our Aurora Investments and a $56 million net unrealized gain on our other investments in securities accounted for under the fair value option. For additional information, refer to Note 3 – Investments and Fair Value Measurement in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Allowance reversal (impairment) of debt and equity securities decreased by $1.7 billion due to the nonoccurence of an impairment charge of $1.7 billion, primarily related to our investment in Didi, and a $173 million allowance for credit loss recorded on our investment in Grab during the first quarter of 2020.

Provision for (Benefit from) Income Taxes


	Three Months Ended September 30,							Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change	2020			2021			% Change

Provision for (benefit from) income taxes	$	23		$	(101)		**	$	(215)		$	(395)		84	%
Effective tax rate	(2)		%	4		%		4		%	22		%

** Percentage not meaningful.

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Income tax benefit increased by $124 million, 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.

Nine Months Ended September 30, 2021 Compared with the Same Period in 2020

Income tax benefit increased by $180 million, 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.

Loss from Equity Method Investments


	Three Months Ended September 30,								Nine Months Ended September 30,
(In millions, except percentages)	2020			2021			% Change		2020			2021			% Change

Loss from equity method investments	$	(8)		$	(13)		(63)	%	$	(27)		$	(28)		(4)	%
Percentage of revenue	—		%	—		%			—		%	—		%

Three and Nine Months Ended September 30, 2021 Compared with the Same Periods in 2020

Loss from equity method investments increased by an immaterial amount due to an increase in our portion of the net loss from our Yandex.Taxi joint venture and amortization expense on intangible assets resulting from the basis difference in this investment.

Segment Results of Operations

We operate our business as three operating and reportable segments: Mobility, Delivery and Freight. For additional information about our segments, see Note 12 – Segment Information and Geographic Information in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Revenue


	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except percentages)	2020		2021		% Change		2020		2021		% Change

Mobility	$	1,364	$	2,205	62	%	$	4,618	$	4,676	1	%
Delivery	1,136		2,238		97	%	2,548		5,942		133	%
Freight	288		402		40	%	698		1,051		51	%
All Other (1)	25		—		**		110		8		(93)	%
Total Revenue	$	2,813	$	4,845	72	%	$	7,974	$	11,677	46	%

(1) Includes historical results of ATG and Other Technology Programs and New Mobility. Refer to Note 12 – Segment Information and Geographic Information and Note 17 – Divestiture for further information.

** Percentage not meaningful.

Segment Adjusted EBITDA

Segment Adjusted EBITDA is defined as revenue less the following expenses: cost of revenue, exclusive of depreciation and amortization, 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, certain transactions that are not indicative of ongoing segment operating performance and / or items that management does not believe are reflective of our ongoing core operations. For additional information, see Note 12 – Segment Information and Geographic Information in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.


	Three Months Ended September 30,						Nine Months Ended September 30,
(In millions, except percentages)	2020		2021		% Change		2020		2021		% Change

Mobility	$	245	$	544	122	%	$	876	$	1,021	17	%
Delivery	(183)		(12)		93	%	(728)		(373)		49	%
Freight	(73)		(35)		52	%	(186)		(105)		44	%
All Other (1)	(104)		—		**		(389)		(11)		97	%
Corporate G&A and Platform R&D (2), (3)	(510)		(489)		4	%	(1,647)		(1,392)		15	%
Adjusted EBITDA (4)	$	(625)	$	8	**		$	(2,074)	$	(860)	59	%

(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) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.

** Percentage not meaningful.

Mobility Segment

For the three months ended September 30, 2021 compared to the same period in 2020, Mobility revenue increased $841 million, or 62%, and Mobility adjusted EBITDA profit increased $299 million, or 122%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings due to increases in Trip volumes as the business recovers from the impacts of COVID-19. Mobility Take Rate was 22.3%, down from 23.1% compared to the same period

in 2020, primarily due to an increase in Mobility Driver incentives, as Mobility Driver additions have been outpaced by higher demand recovery in the U.S. and other markets. Mobility revenue also included a $123 million benefit related to the UK Accrual Release. The UK Accrual Release also positively impacted Mobility Take Rate by 120 basis points.

Mobility adjusted EBITDA profit increased primarily attributable to an increase in Mobility revenue, partially offset by a $208 million increase in insurance expense as a result of an increase in miles driven and a $72 million increase in credit card processing costs.

For the nine months ended September 30, 2021 compared to the same period in 2020, Mobility revenue increased $58 million, or 1%, and Mobility adjusted EBITDA profit increased $145 million, or 17%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings due to improvements in Trip volumes as the business recovers from the impacts of COVID-19. Mobility Take Rate was 18.5%, down from 23.3% compared to the same period in 2020. Mobility revenue also included a $477 million unfavorable impact related to an accrual for the resolution of historical claims in the UK relating to the classification of drivers which also negatively impacted Mobility Take Rate by 190 basis points.

Mobility adjusted EBITDA profit increased primarily attributable to an increase in Mobility revenue partially offset by variable costs attributable to the overall growth of the business.

Delivery Segment

For the three months ended September 30, 2021 compared to the same period in 2020, Delivery revenue increased $1.1 billion, or 97%, and Delivery adjusted EBITDA loss decreased $171 million, or 93%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 46%, on a constant currency basis, driven by an increase in food delivery orders and higher basket sizes as a result of stay-at-home demand related to COVID-19, combined with continued expansion across U.S. and international markets. Take Rate improved to 17.4% from 13.3% compared to the same period in 2020 driven by a decrease in incentive spend combined with an overall improvement in basket sizes. Additionally, we saw an increase in Delivery revenue as well as a 320 basis point improvement in Delivery Take Rate resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, where we are primarily responsible for delivery services and pay Couriers for services provided.

Delivery adjusted EBITDA loss decreased primarily attributable to an increase in Delivery revenue, partially offset by a $676 million increase in cost of revenue as well as a $151 million increase in consumer promotions, brand marketing, and employee headcount costs.

For the nine months ended September 30, 2021 compared to the same period in 2020, Delivery revenue increased $3.4 billion, or 133%, and Delivery adjusted EBITDA loss decreased $355 million, or 49%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 82%, on a constant currency basis, driven by an increase in food delivery orders and higher basket sizes as a result of stay-at-home demand related to COVID-19, combined with continued expansion across U.S. and international markets. Take Rate improved to 15.6% from 12.6% compared to the same period in 2020 driven by a decrease in incentive spend combined with an overall improvement in basket sizes. Additionally, we saw an increase in Delivery revenue and Take Rate resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, where we are primarily responsible for delivery services and pay Couriers for services provided.

Delivery adjusted EBITDA loss decreased primarily attributable to an increase in Delivery revenue, partially offset by a $1.9 billion increase in cost of revenue as well as a $643 million increase in consumer promotions, brand marketing, and employee headcount costs.

Freight Segment

For the three months ended September 30, 2021 compared to the same period in 2020, Freight revenue increased $114 million, or 40%, and Freight adjusted EBITDA loss decreased $38 million, or 52%.

Freight revenue increased primarily attributable to growth in the number of shippers and carriers on the network combined with an increase in volumes with our top shippers.

Freight adjusted EBITDA loss decreased attributable to a $35 million improvement in gross profit and, to a lesser extent, a decrease in employee headcount costs.

For the nine months ended September 30, 2021 compared to the same period in 2020, Freight revenue increased $353 million, or 51%, and Freight adjusted EBITDA loss decreased $81 million, or 44%.

Freight revenue increased primarily attributable to growth in the number of shippers and carriers on the network combined with an increase in volumes with our top shippers.

Freight adjusted EBITDA loss decreased attributable to a $60 million improvement in gross profit and, to a lesser extent, a decrease in employee headcount costs.

Certain Key Metrics and Non-GAAP Financial Measures

Adjusted EBITDA and revenue growth rates in constant currency are non-GAAP financial measures. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled “Reconciliations of Non-GAAP Financial Measures.”

Monthly Active Platform Consumers. MAPCs is the number of unique consumers who completed a Mobility or New Mobility ride or received a Delivery order on our platform at least once in a given month, averaged over each month in the quarter. While a unique consumer can use multiple product offerings on our platform in a given month, that unique consumer is counted as only one MAPC. We use MAPCs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the countries in which we operate.

Trips. We define Trips as the number of completed consumer Mobility or New Mobility rides and Delivery orders in a given period. For example, an UberPOOL ride with three paying consumers represents three unique Trips, whereas an UberX ride with three passengers represents one Trip. We believe that Trips are a useful metric to measure the scale and usage of our platform.

Gross Bookings. We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of Mobility and New Mobility rides, Delivery meal or grocery deliveries, and amounts paid by Freight shippers, in each case without any adjustment for consumer discounts and refunds, Driver and Merchant earnings, and Driver incentives. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue.


	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020		Q1 2021		Q2 2021		Q3 2021

Mobility	$	13,512	$	10,874	$	3,046	$	5,905	$	6,789	$	6,773	$	8,640	$	9,883
Delivery	4,374		4,683		6,961		8,550		10,050		12,461		12,912		12,828
Freight	219		198		212		290		313		302		348		402
All Other (1)	26		21		5		—		—		—		—		—

Take Rate is an operating metric and defined as revenue as a percentage of Gross Bookings.

Adjusted EBITDA. See the section titled “Reconciliations of Non-GAAP Financial Measures” for our definition and a reconciliation of net loss attributable to Uber Technologies, Inc. to Adjusted EBITDA.


	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions, except percentages)	2020		2021		% Change	2020		2021		% Change

Adjusted EBITDA	$	(625)	$	8	**	$	(2,074)	$	(860)	59	%

** Percentage not meaningful.

Three Months Ended September 30, 2021 Compared with the Same Period in 2020

Adjusted EBITDA improved $633 million primarily attributable to a $299 million increase in Mobility Adjusted EBITDA profit, a $171 million improvement in Delivery Adjusted EBITDA loss, and the favorable impact of $104 million in our other business offerings driven by the sale of our ATG Business in January 2021.

Reconciliations of Non-GAAP Financial Measures

We collect and analyze operating and financial data to evaluate the health of our business and assess our performance. In addition to revenue, net income (loss), loss from operations, and other results under GAAP, we use Adjusted EBITDA and revenue growth rates in constant currency, which are described below, to evaluate our business. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results.

We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our calculation of these non-GAAP financial measures may differ from similarly-titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and regulatory reserve changes and settlements, (x) goodwill and asset impairments/loss on sale of assets, (xi) acquisition, financing and divestitures related expenses, (xii) restructuring and related charges and (xiii) other items not indicative of our ongoing operating performance, including COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations.

We have included Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges. To help our board, management and investors assess the impact of COVID-19 on our results of operations, we are excluding the impacts of COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations from Adjusted EBITDA. Our board and management find the exclusion of the impact of these COVID-19 response initiatives from Adjusted EBITDA to be useful because it allows us and our investors to assess the impact of these response initiatives on our results of operations.

COVID-19 Response Initiatives

To support those whose earning opportunities have been depressed as a result of COVID-19, as well as communities hit hard by the pandemic, we have announced and implemented several initiatives, including, in particular, payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations. The payments for financial assistance to Drivers personally impacted by COVID-19 and Driver reimbursement for their cost of purchasing personal protective equipment are recorded as a reduction to revenue. The cost of personal protective equipment distributed to Drivers, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations are recorded as an expense in our costs and expenses.

Limitations of Non-GAAP Financial Measures and Adjusted EBITDA Reconciliation

Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:

Adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;
Adjusted EBITDA excludes certain restructuring and related charges, part of which may be settled in cash;
Adjusted EBITDA excludes other items not indicative of our ongoing operating performance, including COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations;
Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes;
Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes: interest income; foreign currency exchange gains (losses), net; gain (loss) on business divestitures, net; unrealized gain (loss) on debt and equity securities, net; impairment of debt and equity securities; and other; and
Adjusted EBITDA excludes certain legal, tax, and regulatory reserve changes and settlements that may reduce cash available to us.

The following table presents a reconciliation of net loss attributable to Uber Technologies, Inc., the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2020		2021		2020		2021

Adjusted EBITDA reconciliation:
Net loss attributable to Uber Technologies, Inc.	$	(1,089)	$	(2,424)	$	(5,799)	$	(1,388)
Add (deduct):
Net loss attributable to non-controlling interests, net of tax	(19)		(15)		(27)		(61)
Provision for (benefit from) income taxes	23		(101)		(215)		(395)
Loss from equity method investments	8		13		27		28
Interest expense	112		123		340		353
Other (income) expense, net	(151)		1,832		1,688		(1,821)
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	76		—		285		57
Acquisition, financing and divestitures related expenses	14		23		43		85
Accelerated lease costs related to cease-use of ROU assets	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 (1)	—		103		—		103
Mass arbitration fees for supporting Black-owned restaurants	—		43		—		43
Adjusted EBITDA	$	(625)	$	8	$	(2,074)	$	(860)

(1) For further information, refer to Note 1 – Description of Business and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Constant Currency

We compare the percent change in our current period results from the corresponding prior period using constant currency disclosure. We present constant currency growth rate information to provide a framework for assessing how our underlying revenue performed excluding the effect of foreign currency rate fluctuations. We calculate constant currency by translating our current period financial results using the corresponding prior period’s monthly exchange rates for our transacted currencies other than the U.S. dollar.

Liquidity and Capital Resources


	Nine Months Ended September 30,
(In millions)	2020		2021

Net cash used in operating activities	$	(1,940)	$	(338)
Net cash provided by (used in) investing activities	(2,677)		1,067
Net cash provided by financing activities	483		1,366

Operating Activities

Net cash used in operating activities was $338 million for the nine months ended September 30, 2021, primarily consisting of $1.4 billion of net loss, adjusted for certain non-cash items, which primarily included $1.7 billion gain on business divestitures, $656 million depreciation and amortization, and $834 million of stock-based compensation expense as well as a $444 million decrease in cash consumed by working capital primarily driven by an increase in our accrued expenses and other current liabilities. Net cash used in operating activities also reflect a $1.0 billion cash inflow related to a legacy auto insurance transfer. For additional information on the legacy auto insurance transfer, see Note 1 – Description of Business and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net cash used in operating activities was $1.9 billion for the nine months ended September 30, 2020, primarily consisting of $5.8 billion of net loss, adjusted for certain non-cash items, which primarily included $1.7 billion in impairment of debt and equity securities, $395 million depreciation and amortization, and $591 million of stock-based compensation expense as well as a $736 million decrease in cash consumed by working capital primarily driven by a decrease in our accounts receivable.

Investing Activities

Net cash provided by investing activities was $1.1 billion for the nine months ended September 30, 2021, primarily consisting of proceeds from maturities and sales of marketable securities of $2.3 billion, proceeds from sale of equity method investment and related call option of $800 million, and $500 million in proceeds from the sale of non-marketable equity securities, offset by $1.1 billion in purchases of marketable securities, $857 million in purchases of non-marketable equity securities, $242 million in purchase of notes receivable, and $218 million in purchases of property and equipment.

Net cash used in investing activities was $2.7 billion for the nine months ended September 30, 2020, primarily consisting of $1.5 billion in acquisition of business, net of cash acquired, $1.5 billion in purchases of marketable securities and $493 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $801 million.

Financing Activities

Net cash provided by financing activities was $1.4 billion for the nine months ended September 30, 2021, primarily consisting of $1.5 billion of issuance of senior notes, net of issuance costs, partially offset by $195 million of principal repayment on Careem Notes and $166 million of principal payments on finance leases.

Net cash provided by financing activities was $483 million for the nine months ended September 30, 2020, primarily consisting of $1.5 billion of issuance of senior notes, net of issuance costs, partially offset by $891 million of principal repayment on Careem Notes.

Other Information

As of September 30, 2021, $2.0 billion of our $6.5 billion in cash and cash equivalents was held by our foreign subsidiaries. Cash held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of funds may result in immaterial tax liabilities. We believe that our existing cash balance in the United States is sufficient to fund our working capital needs in the United States. We are in compliance with our debt and line of credit covenants as of September 30, 2021, including by meeting our reporting obligations. We also believe that our sources of funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, potential acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months. We intend to continue to evaluate and may, in certain circumstances, take preemptive action to preserve liquidity during the COVID-19 pandemic. As the circumstances around the COVID-19 pandemic remain uncertain, we continue to actively monitor the pandemic's impact to us worldwide including our financial position, liquidity, results of operations and cash flows.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenue, or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

For additional information about our critical accounting policies and estimates, see the disclosure included in our Annual Report on Form 10-K as well as Note 1 – Description of Business and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Contractual Obligations

As of January 2, 2020, we committed to issue convertible notes in connection with the acquisition of Careem which remains in effect as of September 30, 2021. Refer to Note 16 – Business Combinations in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

As of September 30, 2021, there have been no other material changes outside the ordinary course of business to the contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Pronouncements

See Note 1 – Description of Business and Summary of Significant Accounting Policies, in the notes to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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