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, 2021As of March 31, 2022
Assets
Cash and cash equivalents$4,295$4,184
Restricted cash and cash equivalents631543
Accounts receivable, net of allowance of $51 and $64, respectively2,4392,476
Prepaid expenses and other current assets1,4541,462
Total current assets8,8198,665
Restricted cash and cash equivalents2,8792,865
Investments11,8066,247
Equity method investments800624
Property and equipment, net1,8531,853
Operating lease right-of-use assets1,3881,439
Intangible assets, net2,4122,269
Goodwill8,4208,435
Other assets397415
Total assets$38,774$32,812
Liabilities, redeemable non-controlling interests and equity
Accounts payable$860$862
Short-term insurance reserves1,4421,415
Operating lease liabilities, current185209
Accrued and other current liabilities6,5376,166
Total current liabilities9,0248,652
Long-term insurance reserves2,5462,709
Long-term debt, net of current portion9,2769,273
Operating lease liabilities, non-current1,6441,681
Other long-term liabilities935679
Total liabilities23,42522,994
Commitments and contingencies (Note 12)
Redeemable non-controlling interests204205
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 1,949,316 and 1,959,794 shares issued and outstanding, respectively——
Additional paid-in capital38,60838,977
Accumulated other comprehensive loss(524)(505)
Accumulated deficit(23,626)(29,556)
Total Uber Technologies, Inc. stockholders' equity14,4588,916
Non-redeemable non-controlling interests687697
Total equity15,1459,613
Total liabilities, redeemable non-controlling interests and equity$38,774$32,812

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 March 31,
20212022
Revenue$2,903$6,854
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below1,7104,026
Operations and support423574
Sales and marketing1,1031,263
Research and development515587
General and administrative464632
Depreciation and amortization212254
Total costs and expenses4,4277,336
Loss from operations(1,524)(482)
Interest expense(115)(129)
Other income (expense), net1,710(5,557)
Income (loss) before income taxes and income (loss) from equity method investments71(6,168)
Provision for (benefit from) income taxes185(232)
Income (loss) from equity method investments(8)18
Net loss including non-controlling interests(122)(5,918)
Less: net income (loss) attributable to non-controlling interests, net of tax(14)12
Net loss attributable to Uber Technologies, Inc.$(108)$(5,930)
Net loss per share attributable to Uber Technologies, Inc. common stockholders:
Basic$(0.06)$(3.03)
Diluted$(0.06)$(3.04)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic1,858,5251,953,989
Diluted1,858,5251,957,731

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 March 31,
20212022
Net loss including non-controlling interests$(122)$(5,918)
Other comprehensive income, net of tax:
Change in foreign currency translation adjustment3319
Change in unrealized gain on investments in available-for-sale securities1,156—
Other comprehensive income, net of tax1,18919
Comprehensive income (loss) including non-controlling interests1,067(5,899)
Less: comprehensive income (loss) attributable to non-controlling interests(14)12
Comprehensive income (loss) attributable to Uber Technologies, Inc.$1,081$(5,911)

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 InterestsCommon StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitNon-Redeemable Non-Controlling InterestsTotal Equity
SharesAmount
Balance as of December 31, 2020$7871,849,794$—$35,931$(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 acquisition56———————
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$4731,867,369$—$36,182$654$(23,238)$—$13,598

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 InterestsCommon StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitNon-Redeemable Non-Controlling InterestsTotal Equity
SharesAmount
Balance as of December 31, 2021$2041,949,316$—$38,608$(524)$(23,626)$687$15,145
Exercise of stock options—1,093—6———6
Stock-based compensation———369———369
Issuance of common stock for settlement of RSUs—9,569——————
Shares withheld related to net share settlement—(316)—(11)———(11)
Issuance of common stock for settlement of contingent consideration liability—132—5———5
Foreign currency translation adjustment————19——19
Net income (loss)1————(5,930)10(5,920)
Balance as of March 31, 2022$2051,959,794$—$38,977$(505)$(29,556)$697$9,613

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)

Three Months Ended March 31,
20212022
Cash flows from operating activities
Net loss including non-controlling interests$(122)$(5,918)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization212254
Bad debt expense2318
Stock-based compensation281359
Gain on business divestiture(1,684)—
Deferred income taxes120(281)
Loss (income) from equity method investments, net8(18)
Unrealized (gain) loss on debt and equity securities, net(63)5,570
Impairments of goodwill, long-lived assets and other assets1613
Impairment of equity method investment—182
Revaluation of MLU B.V. call option—(181)
Unrealized foreign currency transactions13(15)
Other655
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable(35)(26)
Prepaid expenses and other assets(67)(20)
Collateral held by insurer108—
Operating lease right-of-use assets3842
Accounts payable(3)8
Accrued insurance reserves(27)134
Accrued expenses and other liabilities556(72)
Operating lease liabilities(50)(39)
Net cash provided by (used in) operating activities(611)15
Cash flows from investing activities
Purchases of property and equipment(71)(62)
Purchases of marketable securities(336)—
Purchases of non-marketable equity securities(803)(13)
Purchase of notes receivable(216)—
Proceeds from maturities and sales of marketable securities696—
Proceeds from sale of non-marketable equity securities500—
Acquisition of businesses, net of cash acquired(28)(59)
Other investing activities8(1)
Net cash used in investing activities(250)(135)
Cash flows from financing activities
Principal repayment on Careem Notes(194)—
Principal payments on finance leases(47)(62)
Other financing activities15(51)
Net cash used in financing activities(226)(113)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents(46)20
Net decrease in cash and cash equivalents, and restricted cash and cash equivalents(1,133)(213)
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period7,3917,805
Reclassification from assets held for sale during the period349—
End of period$6,607$7,592
Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents$4,836$4,184
Restricted cash and cash equivalents-current247543
Restricted cash and cash equivalents-non-current1,5242,865
Total cash and cash equivalents, and restricted cash and cash equivalents$6,607$7,592
Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized$84$135
Income taxes, net of refunds2241
Non-cash investing and financing activities:
Finance lease obligations2146
Right-of-use assets obtained in exchange for lease obligations45132
Ownership interest received in exchange for divestiture1,018—
Conversion of convertible notes to common stock158—

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 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, 2021 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, 2021, 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, 2021 filed with the SEC on February 24, 2022 that have had a material impact on our condensed consolidated financial statements and related notes.

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 13 – 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: fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of amortizable 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. We considered the impacts of the COVID-19 pandemic on the assumptions and inputs (including market data) supporting certain of these estimates, assumptions and judgments, in particular, our impairment assessment related to the determination of the fair values of certain investments and equity method investments as well as goodwill and the recoverability of long-lived assets. 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.

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The standard is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted. We adopted the ASU prospectively on January 1, 2022. The additional required annual disclosures are not expected to have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if the acquiring entity had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. 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 March 31,
20212022
Mobility revenue (1)$853$2,518
Delivery revenue (1)1,7412,512
Freight revenue3011,824
All Other revenue8—
Total revenue$2,903$6,854

(1) We offer subscription memberships to end-users including Uber One, 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 Mobility and Delivery revenue on a proportional basis, based on usage for each offering during the respective period.

Three Months Ended March 31,
20212022
United States and Canada ("US&CAN")$1,849$4,562
Latin America ("LatAm")302432
Europe, Middle East and Africa ("EMEA")2251,127
Asia Pacific ("APAC")527733
Total revenue$2,903$6,854

Revenue

Mobility Revenue

We derive revenue primarily from fees paid by Mobility Drivers for the use of our platform(s) and related services to facilitate and complete mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform. Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.

During the first quarter of 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of mobility services to end-users in those markets. We have determined that in these transactions, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user. We recognize revenue when a trip is complete. In these markets where we are responsible for mobility services, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

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 $88 million and $241 million for the three months ended March 31, 2021 and 2022, respectively. We also recognized cost of revenue for these delivery transactions, exclusive of depreciation and amortization of $339 million and $740 million for the three months ended March 31, 2021 and 2022, respectively.

Delivery also includes advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising services.

Freight Revenue

Freight revenue consists of revenue from freight transportation services provided to shippers. During the fourth quarter of 2021, we completed the acquisition of Tupelo Parent, Inc. (“Transplace”), and as a result, our Freight revenue now also includes revenue from transportation management.

All Other Revenue

Prior to 2022, All Other revenue primarily includes collaboration revenue related to our Advanced Technologies Group (“ATG”) business and revenue from our New Mobility offerings and products.

Contract Balances and Remaining Performance Obligation

Contract liabilities represent consideration collected prior to satisfying our performance obligations. As of March 31, 2022, we had $155 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 months ended March 31, 2021 and 2022 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 MonthsGreater Than 12 MonthsTotal
As of March 31, 2022$25$121$146

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, 2021March 31, 2022
Non-marketable equity securities (1)$315$306
Marketable equity securities:
Didi2,8381,410
Grab3,8211,876
Aurora3,3881,682
Other1,312843
Note receivable from a related party (1)132130
Investments$11,806$6,247

(1) 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.

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, 2021As of March 31, 2022
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets
Non-marketable equity securities$—$—$32$32$—$—$21$21
Marketable equity securities11,359——11,3595,811——5,811
Note receivable from a related party——132132——130130
Total financial assets$11,359$—$164$11,523$5,811$—$151$5,962
Financial Liabilities
MLU B.V. Call Option (1)$—$—$193$193$—$—$12$12
Total financial liabilities$—$—$193$193$—$—$12$12

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

During the three months ended March 31, 2022, we did not make any transfers between the levels of the fair value hierarchy.

We measure 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, 2021 and March 31, 2022, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments, preferred stock investments and convertible secured notes that may be converted into common or preferred stock 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 on a specific identification method.

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 March 31, 2022, using significant unobservable inputs (Level 3) (in millions):

Non-marketable Equity SecuritiesNote ReceivablesMLU B.V. Call Option
Balance as of December 31, 2021$32$132$193
Change in fair value
Included in earnings(11)(2)(181)
Balance as of March 31, 2022$21$130$12

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 statement 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 material unrealized or realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the three months ended March 31, 2021 and 2022.

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, 2021March 31, 2022
Initial cost basis$279$281
Upward adjustments44
Downward adjustments (including impairment)——
Total carrying value at the end of the period$283$285

Note 4 – Equity Method Investments

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

As of
December 31, 2021March 31, 2022
MLU B.V.$751$574
Mission Bay 3 & 43837
Other1113
Total equity method investments$800$624

MLU B.V. Investment

We reviewed for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable. During the three months ended March 31, 2022, we determined that our investment in MLU B.V. was other-than-temporarily impaired, and recorded an impairment charge of $182 million in other income (expense), net in the condensed consolidated statement of operations. The impairment was primarily due to consensus projections of a protracted recession of the Russian economy as a result of Russia's invasion of Ukraine. To determine the fair value of our investment in MLU B.V., we utilized a market approach referencing revenue multiples from publicly traded peer companies.

MLU B.V. Basis Difference

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 Ruble depreciated against the U.S. dollar by approximately 15% between December 31, 2021 and March 31, 2022. The movement in exchange rates will be reflected in the carrying value of the investment with a corresponding adjustment to other comprehensive income (loss) in our condensed consolidated financial statements at June 30, 2022, as we record our share of MLU B.V.’s earnings and reflect our share of MLU B.V.'s net assets on a one-quarter lag basis.

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

As of March 31, 2022
Equity method goodwill$320
Intangible assets, net of accumulated amortization48
Deferred tax liabilities(13)
Cumulative currency translation adjustments(70)
Basis difference$285

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 3.1 years as of March 31, 2022. Equity method goodwill is not amortized.

MLU B.V. Call Option

On August 30, 2021, we granted Yandex an option (“MLU B.V. Call Option”) to acquire our remaining equity interest in MLU B.V. during a two-year period as part of the agreement with Yandex to restructure our joint ventures in 2021. The MLU B.V. Call Option is recorded as a liability in accrued and other current liabilities on our condensed consolidated balance sheets and 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. The exercise price of the MLU B.V. Call Option is approximately $1.8 billion, subject to certain adjustments based on the timing of the option exercise.

As of December 31, 2021, the fair value of the MLU B.V. Call Option is $193 million. To determine the fair value of the MLU B.V. Call Option as of December 31, 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: the underlying business value; option term of 1.7 years; volatility of 50%; risk-free interest rates; and strike price (Level 3).

As of March 31, 2022, the fair value of the MLU B.V. Call Option is $12 million, including the recognition of a $181 million gain for the fair value change during the three months ended March 31, 2022. To determine the fair value of the MLU B.V. Call Option as of March 31, 2022, 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: the underlying business value, which decreased significantly due to the conflict between Russia and Ukraine; option term of 1.4 years; volatility of 65%; risk-free interest rates; and strike price (Level 3).

Note 5 – Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2022 (in millions):

MobilityDeliveryFreightTotal Goodwill
Balance as of December 31, 2021$2,581$4,401$1,438$8,420
Acquisitions64——64
Measurement period adjustment——55
Foreign currency translation adjustment(56)2—(54)
Balance as of March 31, 2022$2,589$4,403$1,443$8,435

Intangible Assets

The components of intangible assets, net as of December 31, 2021 and March 31, 2022 were as follows (in millions, except years):

Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted Average Remaining Useful Life - Years
December 31, 2021
Consumer, Merchant and other relationships$1,868$(294)$1,5749
Developed technology922(269)6535
Trade names and trademarks222(47)1756
Patents15(7)87
Other5(3)20
Intangible assets$3,032$(620)$2,412
Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted Average Remaining Useful Life - Years
March 31, 2022
Consumer, Merchant and other relationships$1,856$(362)$1,4949
Developed technology924(325)5995
Trade names and trademarks222(55)1676
Patents15(8)76
Other5(3)20
Intangible assets$3,022$(753)$2,269

Amortization expense for intangible assets subject to amortization was $92 million and $144 million for the three months ended March 31, 2021 and 2022, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of March 31, 2022 is summarized below (in millions):

Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2022$381
2023363
2024306
2025266
2026203
Thereafter748
Total$2,267

Note 6 – 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, 2021March 31, 2022Effective Interest RatesMaturities
2025 Refinanced Term Loan$1,448$1,4443.8%April 4, 2025
2027 Refinanced Term Loan1,0901,0873.8%February 25, 2027
2025 Senior Note1,0001,0007.7%May 15, 2025
2026 Senior Note1,5001,5008.1%November 1, 2026
2027 Senior Note1,2001,2007.7%September 15, 2027
2028 Senior Note5005007.0%January 15, 2028
2029 Senior Note1,5001,5004.7%August 15, 2029
2025 Convertible Notes1,1501,1500.2%December 15, 2025
Total debt9,3889,381
Less: unamortized discount and issuance costs(85)(81)
Less: current portion of long-term debt(27)(27)
Total long-term debt$9,276$9,273

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 March 31, 2022. 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 $1.4 billion and $1.1 billion, respectively, as of March 31, 2022 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2025 Convertible Notes

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 March 31, 2022, 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 a result of the adoption, starting on January 1, 2021, interest expense is 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 $1.0 billion as of March 31, 2022 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Senior Notes

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 March 31, 2022.

The following table presents the fair values of our Senior Notes as of March 31, 2022, 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 March 31, 2022
2025 Senior Note$1,044
2026 Senior Note1,595
2027 Senior Note1,281
2028 Senior Note516
2029 Senior Note1,410
Total$5,846

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 months ended March 31, 2021 and 2022 (in millions):

Three Months Ended March 31,
20212022
Contractual interest coupon$111$133
Amortization of debt discount and issuance costs74
Total interest expense from long-term debt$118$137

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”). On April 4, 2022, we entered into an amendment to our Revolving Credit Facility to, among other things, (i) provide for approximately $2.2 billion of revolving credit commitments, (ii) extend the maturity date for the commitments and loans from June 13, 2023 to April 4, 2027, (iii) reduce the minimum liquidity covenant from $1.5 billion to $1.0 billion, (iv) replace the London Interbank Offered Rate (“LIBOR”) based interest rate with a Secured Overnight Financing Rate (“SOFR”) based interest rate, and (v) make certain other changes to the negative covenants under the amended revolving credit agreement. 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 March 31, 2022, there was no balance outstanding on the Revolving Credit Facility.

Letters of Credit

As of December 31, 2021 and March 31, 2022, we had letters of credit outstanding of $749 million and $741 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $247 million and $239 million, respectively.

Note 7 – 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, 2021March 31, 2022
Prepaid expenses$459$355
Other receivables553615
Other442492
Prepaid expenses and other current assets$1,454$1,462

Accrued and Other Current Liabilities

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

As of
December 31, 2021March 31, 2022
Accrued legal, regulatory and non-income taxes$2,187$2,066
Accrued Drivers and Merchants liability1,1871,222
Income and other tax liabilities376393
Commitment to issue unsecured convertible notes in connection with Careem acquisition238234
Other2,5492,251
Accrued and other current liabilities$6,537$6,166

Other Long-Term Liabilities

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

As of
December 31, 2021March 31, 2022
Deferred tax liabilities$365$91
Other570588
Other long-term liabilities$935$679

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 AdjustmentsUnrealized Gains (Losses) on Available-for-Sale Securities, Net of TaxTotal
Balance as of December 31, 2020$(581)$46$(535)
Other comprehensive income (loss) before reclassifications (1)331,1561,189
Amounts reclassified from accumulated other comprehensive income (loss)———
Other comprehensive income (loss)331,1561,189
Balance as of March 31, 2021$(548)$1,202$654

(1) During the three months ended March 31, 2021, unrealized gains on available-for-sale securities, net of tax relates to pre-tax unrealized gains of $1.3 billion for the change in fair value of our investment in Grab. To determine the fair value of our investment in Grab as of March 31, 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 initial public offering (“IPO”) or a special purpose acquisition company transaction), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences.

Foreign Currency Translation AdjustmentsUnrealized Gains (Losses) on Available-for-Sale Securities, Net of TaxTotal
Balance as of December 31, 2021$(524)$—$(524)
Other comprehensive income (loss) before reclassifications19—19
Amounts reclassified from accumulated other comprehensive income (loss)———
Other comprehensive income (loss)19—19
Balance as of March 31, 2022$(505)$—$(505)

Other Income (Expense), Net

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

Three Months Ended March 31,
20212022
Interest income$5$11
Foreign currency exchange gains (losses), net(25)10
Gain on business divestiture (1)1,684—
Unrealized gain (loss) on debt and equity securities, net (2)63(5,570)
Impairment of equity method investment (3)—(182)
Revaluation of MLU B.V. call option (4)—181
Other, net(17)(7)
Other income (expense), net$1,710$(5,557)

(1) During the three months ended March 31, 2021, gain on business divestiture primarily represents a $1.6 billion gain on the sale of Apparate USA LLC (“Apparate” or the “ATG Business”) to Aurora Innovation, Inc. (“Aurora”) in January 2021. Refer to Note 15 – Divestiture for further information.

(2) During the three months ended March 31, 2022, unrealized loss on debt and equity securities, net primarily represents changes in the fair value of our marketable equity securities, including: a $1.9 billion unrealized loss on our Grab investment; a $1.7 billion unrealized loss on our Aurora investments; a $1.4 billion unrealized loss on our Didi investment; and a $462 million unrealized loss on our Zomato investment.

(3) During the three months ended March 31, 2022, impairment of equity method investment, represents a $182 million impairment loss recorded on our MLU B.V. equity method investment. Refer to Note 4 – Equity Method Investments for further information.

(4) During the three months ended March 31, 2022, revaluation of MLU B.V. call option represents a $181 million gain for the change in fair value of the call option granted to Yandex (“MLU B.V. Call Option”). Refer to Note 4 – Equity Method Investments for further information.

Note 8 – 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 three months ended March 31, 2022 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):

SARs Outstanding Number of SARsOptions Outstanding Number of SharesWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (in years)Aggregate Intrinsic Value
As of December 31, 202115724,253$11.844.35$735
Granted4421$33.89
Exercised(3)(999)$5.20
Canceled and forfeited—(88)$14.17
As of March 31, 202215823,587$12.514.10$558
Vested and expected to vest as of March 31, 202214117,045$8.313.36$473
Exercisable as of March 31, 202214117,045$8.313.36$473

RSU Activity

The following table summarizes the activity related to our RSUs for the three months ended March 31, 2022 (in thousands, except per share amounts):

Number of SharesWeighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 202171,461$41.91
Granted59,266$33.65
Vested(9,699)$39.24
Canceled and forfeited(4,073)$39.87
Unvested and outstanding as of March 31, 2022116,955$37.99

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 March 31,
20212022
Operations and support$28$33
Sales and marketing2222
Research and development133196
General and administrative98108
Total$281$359

As of March 31, 2022, there was $4.5 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 2.91 years.

The tax benefits recognized in the condensed consolidated statement of operations for stock-based compensation arrangements were not material during the three months ended March 31, 2021 and 2022, respectively.

Note 9 – 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 $185 million and $(232) million for the three months ended March 31, 2021 and 2022, respectively. During the three months ended March 31, 2021, the income tax expense was primarily driven by current tax on foreign earnings, the deferred U.S. tax impact related to our investment in Aurora upon the sale of our ATG Business, offset by a partial benefit from U.S. losses. During the three months ended March 31, 2022, the income tax benefit was primarily driven by the deferred U.S. tax impact related to our investments in Grab, Aurora, Didi and Zomato, and to a lesser extent, the benefit of U.S. losses, offset by current tax on our foreign earnings. The primary differences between the effective tax rate and the federal statutory tax rate are due to the deferred U.S. taxes related to our investments in Grab, Aurora, Didi and Zomato, the valuation allowance on our U.S. and Netherlands' deferred tax assets, and foreign tax rate differences.

During the three months ended March 31, 2022, the amount of gross unrecognized tax benefits increased by an immaterial amount, and this amount 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 states, 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 2004 through 2022 remain open; the major tax jurisdictions are the U.S., Brazil, Netherlands, the United Kingdom (“UK”), 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 March 31, 2022. Based on the analysis, we do not anticipate a current limitation on the tax attributes.

Note 10 – Net Income (Loss) Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented. Diluted net 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 loss per share by application of the treasury stock method or if-converted method, as applicable.

We take into account the effect on consolidated net 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 loss per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):

Three Months Ended March 31,
20212022
Basic net loss per share:
Numerator
Net loss including non-controlling interests$(122)$(5,918)
Net income (loss) attributable to non-controlling interests, net of tax(14)12
Net loss attributable to common stockholders$(108)$(5,930)
Denominator
Basic weighted-average common stock outstanding1,858,5251,953,989
Basic net loss per share attributable to common stockholders (1)$(0.06)$(3.03)
Diluted net loss per share:
Numerator
Net loss attributable to common stockholders$(108)$(5,930)
Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax—(13)
Diluted net loss attributable to common stockholders$(108)$(5,943)
Denominator
Number of shares used in basic net loss per share computation1,858,5251,953,989
Weighted-average effect of potentially dilutive securities:
Assumed redemption of Freight Holding convertible common shares, non-controlling interest—3,742
Diluted weighted-average common stock outstanding1,858,5251,957,731
Diluted net loss per share attributable to common stockholders (1)$(0.06)$(3.04)

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

The following potentially dilutive outstanding securities were excluded from the computation of diluted net 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):

As of March 31,
20212022
Freight Holdings contingently redeemable preferred stock13,58612,377
Convertible notes22,01318,503
RSUs82,146116,955
Stock options26,07323,587
Common stock subject to repurchase283,767
Shares committed under ESPP2,0843,361
Warrants to purchase common stock12673
Total146,056178,623

Note 11 – 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 2022, our three operating and reportable segments are as follows:

SegmentDescription
MobilityMobility 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 Financial Partnerships and Transit offerings.
DeliveryDelivery 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, alcohol and convenience store delivery as well as select other goods.
FreightFreight connects carriers with shippers on our platform, and gives carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings.

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 March 31,
20212022
Segment adjusted EBITDA:
Mobility$298$618
Delivery(200)30
Freight(29)2
All Other(11)—
Total segment adjusted EBITDA58650
Reconciling items:
Corporate G&A and Platform R&D (1), (2)(417)(482)
Depreciation and amortization(212)(254)
Stock-based compensation expense(281)(359)
Legal, tax, and regulatory reserve changes and settlements(551)—
Goodwill and asset impairments/loss on sale of assets(57)(13)
Acquisition, financing and divestitures related expenses(36)(14)
Accelerated lease costs related to cease-use of ROU assets(2)—
COVID-19 response initiatives(26)(1)
Loss on lease arrangements, net—(7)
Restructuring and related charges—(2)
Loss from operations$(1,524)$(482)

(1) Excluding stock-based compensation expense.

(2) 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.

Geographic Information

Revenue by geography is based on where the trip or shipment was completed or meal delivered. The following table sets forth revenue by geographic area (in millions):

Three Months Ended March 31,
20212022
United States$1,683$4,197
All other countries1,2202,657
Total revenue$2,903$6,854

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

Note 12 – Commitments and Contingencies

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, 2021 and March 31, 2022, we had recorded aggregate liabilities of $2.2 billion and $2.1 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. Since the assignment of the coordination judge, the case remains stayed as to discovery. 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 organization, who intervened in the matter, 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. The court granted our motion to defer the summary judgment motion on January 12, 2022. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

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 2021, a ruling was made that Uber Switzerland could not be held liable for social security contributions. The litigations with regards to Uber B.V. and Raiser Operations B.V. are still pending for years 2014 to 2019. In January 2022, the Social Security Tribunal of Zurich reclassified drivers who have used the App in 2014 as dependent workers of Uber BV and Rasier Operations BV from a social security standpoint, but this ruling has been appealed before the Federal Tribunal and has no impact on our current operations. A ruling on the merits by the Federal Tribunal is expected in 2023. The ultimate resolution of the matters appealed before the Federal Tribunal is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of March 31, 2022.

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.

On March 16, 2021, we announced that more than 70,000 Mobility 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 completed a settlement process with drivers in the UK to proactively resolve historical claims relating to their classification under UK law. 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. 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, expenses, and holiday pay.

On June 23, 2021, we received a compliance notice from the UK pension regulator to facilitate our auto-enrollment implementation. We have completed the enrollment of eligible drivers in the UK into a pension plan. 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 March 31, 2022.

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 have submitted payment for the principal revised amount of the assessment and 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 March 31, 2022.

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. Former President Trump pardoned Levandowski from the trade secret conviction. 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. For these claims, Uber and Levandowski reached a confidential settlement, which was formally approved by the court on May 2, 2022. The approval of the settlement and confirmation of Levandowski’s bankruptcy plan is subject to appeal by May 16, 2022, by certain creditors and the taxing authorities. While the ultimate resolution of this matter is uncertain given the possibility of appeals, we recorded for this matter within accrued and other current liabilities on the condensed consolidated balance sheet as of March 31, 2022.

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 about our historic operating model 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 prior to March 14, 2022. HMRC is considering a number of factors including our contractual Driver, Rider and intercompany arrangements, and HMRC is also expected to consider the UK 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 UK 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. As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK is a merchant of transportation and is required to remit VAT on Gross Bookings, which we are remitting under the Value Added (Tour Operators) Order 1987. As part of our ongoing discussions with HMRC we anticipate that they will review our VAT remittance as a merchant of transportation.

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 materially 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, consumer protection laws, environmental 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 13 – 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, 2021 and March 31, 2022 were $3.9 billion and $4.2 billion, respectively. Total liabilities included on the condensed consolidated balance sheets for these VIEs as of December 31, 2021 and March 31, 2022 were $1.0 billion and $1.2 billion, respectively.

Freight Holding

As of March 31, 2022, 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 14 – Non-Controlling Interests.

Careem Qatar

The assets and operations in Careem Qatar had not been transferred to us as of March 31, 2022. 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 $598 million and $605 million as of December 31, 2021 and March 31, 2022, respectively, and represents our maximum exposure to loss associated with the unconsolidated VIEs.

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.

Moove

Garment Investments S.L. dba Moove (“Moove”) is a vehicle fleet operator in Spain. On February 12, 2021, we entered into and completed a series of agreements with Moove including (i) an equity investment, through preferred shares, in which we 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. After this series of agreements, Moove is considered a related party. 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 14 – Non-Controlling Interests

Freight Holding

As of December 31, 2021 and March 31, 2022, we owned 78% of the issued and outstanding capital stock of our subsidiary Freight Holding, or 75% on a fully-diluted basis if all common 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 and A-1 Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) employees who hold fully vested shares.

Note 15 – 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.

We do not consolidate Aurora under either the VIE or the voting interest model.

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 initially 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. Our ATG Business was included in the ATG and Other Technology Programs segment prior to this transaction. Beginning in the first quarter of 2021, results of ATG and Other Technology Programs are included within All Other. The resulting gain on disposal was recorded in other income (expense), net in the condensed consolidated statement of operations.

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 interests1,057
Liability recognized for future obligations(315)
Net consideration received for sale of the ATG Business2,019
Carrying value of net assets transferred(375)
Gain on the sale of the ATG Business$1,644

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