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, 2022		As of September 30, 2023
Assets
Cash and cash equivalents	$	4,208	$	4,448
Short-term investments	103		725
Restricted cash and cash equivalents	680		833
Accounts receivable, net of allowance of $80 and $84, respectively	2,779		3,000
Prepaid expenses and other current assets	1,479		1,673
Total current assets	9,249		10,679
Restricted cash and cash equivalents	1,789		1,584
Restricted investments	1,614		3,944
Investments	4,401		5,091
Equity method investments	870		50
Property and equipment, net	2,082		2,100
Operating lease right-of-use assets	1,449		1,259
Intangible assets, net	1,874		1,511
Goodwill	8,263		8,140
Other assets	518		1,591
Total assets	$	32,109	$	35,949
Liabilities, redeemable non-controlling interests and equity
Accounts payable	$	728	$	799
Short-term insurance reserves	1,692		1,823
Operating lease liabilities, current	201		174
Accrued and other current liabilities	6,232		6,609
Total current liabilities	8,853		9,405
Long-term insurance reserves	3,028		4,337
Long-term debt, net of current portion	9,265		9,252
Operating lease liabilities, non-current	1,673		1,565
Other long-term liabilities	786		871
Total liabilities	23,605		25,430
Commitments and contingencies (Note 12)
Redeemable non-controlling interests	430		394
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 2,005,486 and 2,053,437 shares issued and outstanding, respectively	—		—
Additional paid-in capital	40,550		42,147
Accumulated other comprehensive loss	(443)		(480)
Accumulated deficit	(32,767)		(32,309)
Total Uber Technologies, Inc. stockholders' equity	7,340		9,358
Non-redeemable non-controlling interests	734		767
Total equity	8,074		10,125
Total liabilities, redeemable non-controlling interests and equity	$	32,109	$	35,949

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Revenue	$	8,343	$	9,292	$	23,270	$	27,345
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below	5,173		5,626		14,352		16,400
Operations and support	617		683		1,808		1,987
Sales and marketing	1,153		941		3,634		3,421
Research and development	760		797		2,051		2,380
General and administrative	908		646		2,391		2,079
Depreciation and amortization	227		205		724		620
Total costs and expenses	8,838		8,898		24,960		26,887
Income (loss) from operations	(495)		394		(1,690)		458
Interest expense	(146)		(166)		(414)		(478)
Other income (expense), net	(535)		(52)		(7,796)		513
Income (loss) before income taxes and income from equity method investments	(1,176)		176		(9,900)		493
Provision for (benefit from) income taxes	58		(40)		(97)		80
Income from equity method investments	30		3		65		43
Net income (loss) including non-controlling interests	(1,204)		219		(9,738)		456
Less: net income (loss) attributable to non-controlling interests, net of tax	2		(2)		(2)		(2)
Net income (loss) attributable to Uber Technologies, Inc.	$	(1,206)	$	221	$	(9,736)	$	458
Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders:
Basic	$	(0.61)	$	0.11	$	(4.96)	$	0.23
Diluted	$	(0.61)	$	0.10	$	(4.97)	$	0.20
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
Basic	1,979,299		2,044,688		1,964,483		2,027,148
Diluted	1,979,299		2,108,479		1,968,228		2,080,686

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Net income (loss) including non-controlling interests	$	(1,204)	$	219	$	(9,738)	$	456
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	295		(37)		114		(35)
Change in unrealized gain (loss) on investments in available-for-sale debt securities	—		—		—		(2)
Other comprehensive income (loss), net of tax	295		(37)		114		(37)
Comprehensive income (loss) including non-controlling interests	(909)		182		(9,624)		419
Less: comprehensive income (loss) attributable to non-controlling interests	2		(2)		(2)		(2)
Comprehensive income (loss) attributable to Uber Technologies, Inc.	$	(911)	$	184	$	(9,622)	$	421

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2021	$	204		1,949,316		$	—	$	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	205			1,959,794		—		38,977		(505)		(29,556)		697		9,613
Exercise of stock options	—			1,376		—		5		—		—		—		5
Stock-based compensation	—			—		—		484		—		—		—		484
Issuance of common stock for settlement of RSUs	—			12,146		—		—		—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	—			2,988		—		59		—		—		—		59
Shares withheld related to net share settlement	—			(79)		—		(2)		—		—		—		(2)
Foreign currency translation adjustment	(3)			—		—		—		(200)		—		—		(200)
Recognition of non-controlling interest upon capital investment	18			—		—		—		—		—		—		—
Net income (loss)	(26)			—		—		—		—		(2,601)		11		(2,590)
Balance as of June 30, 2022	194			1,976,225		—		39,523		(705)		(32,157)		708		7,369
Exercise of stock options	—			894		—		5		—		—		—		5
Stock-based compensation	—			—		—		494		—		—		—		494
Issuance of common stock for settlement of RSUs	—			13,355		—		—		—		—		—		—
Issuance of Freight subsidiary preferred stock	250			—		—		—		—		—		—		—
Recognition of non-controlling interest upon issuance of subsidiary stock	—			—		—		—		—		—		5		5
Shares withheld related to net share settlement	—			(78)		—		(2)		—		—		—		(2)
Foreign currency translation adjustment	(6)			—		—		—		295		—		—		295
Net income (loss)	(8)			—		—		—		—		(1,206)		10		(1,196)
Balance as of September 30, 2022	$	430		1,990,396		$	—	$	40,020	$	(410)	$	(33,363)	$	723	$	6,970

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2022	$	430		2,005,486		$	—	$	40,550	$	(443)	$	(32,767)	$	734	$	8,074
Exercise of stock options	—			1,208		—		5		—		—		—		5
Stock-based compensation	—			—		—		482		—		—		—		482

Issuance of common stock for settlement of RSUs	—			12,708		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(208)		—		(7)		—		—		—		(7)

Foreign currency translation adjustment	—			—		—		—		(155)		—		—		(155)
Net income (loss)	(11)			—		—		—		—		(157)		11		(146)
Balance as of March 31, 2023	419			2,019,194		—		41,030		(598)		(32,924)		745		8,253
Exercise of stock options	—			1,859		—		10		—		—		—		10
Stock-based compensation	—			—		—		515		—		—		—		515
Issuance of common stock for settlement of RSUs	—			14,096		—		—		—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	—			4,078		—		85		—		—		—		85
Shares withheld related to net share settlement	—			(76)		—		(3)		—		—		—		(3)
Repurchase of restricted common stock awards	—			(259)		—		—		—		—		—		—
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—			—		—		—		(2)		—		—		(2)
Foreign currency translation adjustment	—			—		—		—		157		—		—		157

Net income (loss)	(11)			—		—		—		—		394		11		405
Balance as of June 30, 2023	408			2,038,892		—		41,637		(443)		(32,530)		756		9,420
Exercise of stock options	—			1,185		—		9		—		—		—		9
Stock-based compensation	—			—		—		504		—		—		—		504
Issuance of common stock for settlement of RSUs	—			13,433		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(73)		—		(3)		—		—		—		(3)

Foreign currency translation adjustment	(1)			—		—		—		(37)		—		—		(37)
Net income (loss)	(13)			—		—		—		—		221		11		232
Balance as of September 30, 2023	$	394		2,053,437		$	—	$	42,147	$	(480)	$	(32,309)	$	767	$	10,125

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2022		2023
Cash flows from operating activities
Net income (loss) including non-controlling interests	$	(9,738)	$	456
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	724		620
Bad debt expense	76		63
Stock-based compensation	1,311		1,466
Gain on business divestitures	(14)		—
Deferred income taxes	(251)		32
Income from equity method investments, net	(65)		(43)
Unrealized (gain) loss on debt and equity securities, net	7,797		(610)
Loss from sale of investment	—		74
Impairments of goodwill, long-lived assets and other assets	15		77
Impairment of equity method investment	182		—
Revaluation of MLU B.V. call option	(180)		—
Unrealized foreign currency transactions	25		156
Other	5		(25)
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable	(219)		(363)
Prepaid expenses and other assets	(57)		(1,181)
Operating lease right-of-use assets	142		141
Accounts payable	(80)		86
Accrued insurance reserves	485		1,439
Accrued expenses and other liabilities	897		511
Operating lease liabilities	(169)		(137)
Net cash provided by operating activities	886		2,762
Cash flows from investing activities
Purchases of property and equipment	(193)		(168)
Purchases of non-marketable equity securities	(14)		(42)
Purchases of marketable securities	—		(5,930)

Proceeds from maturities and sales of marketable securities	376		2,993
Proceeds from sale of equity method investment	—		721
Proceeds from business divestiture	26		—
Acquisition of businesses, net of cash acquired	(59)		—
Other investing activities	(4)		19
Net cash provided by (used in) investing activities	132		(2,407)
Cash flows from financing activities
Issuance of term loans and notes, net of issuance costs	—		1,121
Principal repayment on term loan and notes	—		(1,150)
Principal repayments on Careem Notes	—		(25)
Principal payments on finance leases	(147)		(118)
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan	59		85
Proceeds from issuance and sale of subsidiary stock units	255		—


Other financing activities	(63)		(54)
Net cash provided by (used in) financing activities	104		(141)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	(293)		(26)
Net increase in cash and cash equivalents, and restricted cash and cash equivalents	829		188
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period	7,805		6,677
End of period	$	8,634	$	6,865

Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents	$	4,865	$	4,448
Restricted cash and cash equivalents-current	593		833
Restricted cash and cash equivalents-non-current	3,176		1,584
Total cash and cash equivalents, and restricted cash and cash equivalents	$	8,634	$	6,865

Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized	$	390	$	469
Income taxes, net of refunds	149		170
Non-cash investing and financing activities:
Finance lease obligations	176		203
Right-of-use assets obtained in exchange for lease obligations	228		47

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

UBER TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 (“Shipper(s)”) with carriers (“Carrier(s)”) in the freight industry. Uber is also developing technologies designed to provide new solutions to solve everyday problems.

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

Careem non-ridesharing business

In April 2023, we entered into a series of agreements with Emirates Telecommunication Group Company (“e&”) whereby e& will contribute $400 million into the Careem Inc. (“Careem”) non-ridesharing business in exchange for a majority equity interest. At the closing date of the transaction, we will retain an approximately 42% ownership interest in the Careem non-ridesharing business. We will continue to fully own the ridesharing business of Careem. The transaction is subject to regulatory approval and other customary closing conditions, and is expected to close in the fourth quarter of 2023.

As of September 30, 2023, the assets and liabilities of the Careem non-ridesharing business have been accounted for as held for sale. The impact on our condensed consolidated balance sheet was not material.

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, 2022 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, 2022, 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 our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023 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.

Recently Adopted Accounting Pronouncements

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 it 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. We adopted the ASU on January 1, 2023 and will apply the guidance prospectively for future acquisitions.

In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the ASU on January 1, 2023.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.

Note 2 – Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Mobility revenue (1)	$	3,822	$	5,071	$	9,893	$	14,295
Delivery revenue (1)	2,770		2,935		7,970		9,085
Freight revenue	1,751		1,286		5,407		3,965
Total revenue	$	8,343	$	9,292	$	23,270	$	27,345

(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 September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
United States and Canada ("US&CAN")	$	5,000	$	4,940	$	14,498	$	15,201
Latin America ("LatAm")	518		642		1,431		1,834
Europe, Middle East and Africa ("EMEA")	1,878		2,560		4,851		7,066
Asia Pacific ("APAC")	947		1,150		2,490		3,244
Total revenue	$	8,343	$	9,292	$	23,270	$	27,345

Revenue

Mobility Revenue

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

Additionally, in certain markets where we are responsible for Mobility services, fees charged to end-users are also included in revenue, 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.

During the second quarter of 2023, we implemented a business model change resulting in end-users becoming our customers. In these markets, end-users, in addition to Merchants and Couriers, are our customers.

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, exclusive of depreciation and amortization.

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.

Contract Balances and Remaining Performance Obligation

Contract liabilities represent consideration collected prior to satisfying our performance obligations. As of September 30, 2023, we had $128 million of contract liabilities included in accrued and other current liabilities as well as other long-term liabilities on the condensed consolidated balance sheet. Revenue recognized from these contracts during the three and nine months ended September 30, 2022 and 2023 was not material.

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


						Less Than or Equal To 12 Months						Greater Than 12 Months						Total
As of September 30, 2023						$	23					$	105					$	128

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, 2022		September 30, 2023
Classified as short-term investments:
Marketable debt securities (1):
U.S. government and agency securities	$	44	$	318
Commercial paper	46		351
Corporate bonds	13		53
Certificates of deposit	—		3
Short-term investments	$	103	$	725

Classified as restricted investments:
Marketable debt securities (1):
U.S. government and agency securities	$	1,614	$	3,944


Restricted investments	$	1,614	$	3,944

Classified as investments:
Non-marketable equity securities:
Didi	$	1,802	$	1,831
Other (2)	312		322
Marketable equity securities:
Grab	1,726		1,897
Aurora	364		766
Other	87		165
Note receivable from a related party (2)	110		110
Investments	$	4,401	$	5,091

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

(2) 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, 2022								As of September 30, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	1,005	$	—	$	—	$	1,005	$	1,351	$	—	$	—	$	1,351
U.S. government and agency securities	—		1,975		—		1,975		—		4,363		—		4,363
Commercial paper	—		76		—		76		—		385		—		385
Corporate bonds	—		15		—		15		—		53		—		53
Certificates of deposit	—		—		—		—		—		3		—		3
Non-marketable equity securities	—		—		3		3		—		—		3		3
Marketable equity securities	2,177		—		—		2,177		2,829		—		—		2,829
Note receivable from a related party	—		—		110		110		—		—		110		110
Total financial assets	$	3,182	$	2,066	$	113	$	5,361	$	4,180	$	4,804	$	113	$	9,097
Financial Liabilities
MLU B.V. Call Option (1)	$	—	$	—	$	2	$	2	$	—	$	—	$	—	$	—
Total financial liabilities	$	—	$	—	$	2	$	2	$	—	$	—	$	—	$	—

(1) Refer to Note 4 – Equity Method Investments for further information.

As of December 31, 2022 and September 30, 2023, the amortized cost of our debt securities measured at fair value on a recurring basis approximates fair value. We did not record any material unrealized gains or losses, or credit losses as of December 31, 2022 and September 30, 2023. The weighted-average remaining maturity of our debt securities was less than one year as of September 30, 2023.

During the nine months ended September 30, 2023, we did not make any transfers into or out of Level 3 of the fair value hierarchy.

Zomato

During the third quarter of 2022, we completed the sale of $418 million of our entire stake in Zomato Media Private Limited (“Zomato”) ordinary shares for net proceeds of $376 million and recognized an immaterial loss from this transaction in other income (expense), net in our condensed consolidated statements of operations.

Fair Value Hierarchy

We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are 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, 2022 and September 30, 2023, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments, redeemable 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 and debt securities 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 September 30, 2023, using significant unobservable inputs (Level 3) (in millions):


	Non-marketable Equity Securities		Note Receivable		MLU B.V. Call Option
Balance as of December 31, 2022	$	3	$	110	$	2
Change in fair value
Included in earnings	—		—		(2)






Balance as of September 30, 2023	$	3	$	110	$	—

Assets Measured at Fair Value on a Non-Recurring Basis

Non-Financial Assets

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

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statements of operations. Certain 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.

Didi Investment

In the second quarter of 2022, Didi completed their delisting from the New York Stock Exchange and we concluded that the ordinary shares held by us did not have a readily determinable fair value and should be accounted for under the measurement alternative method. As a result, we measured the fair value of our Didi investment based on the closing share price of the Didi American Depositary Shares on the over-the-counter market as an observable transaction for similar securities.

During the three and nine months ended September 30, 2022, we recognized an unrealized loss of $641 million and $1.8 billion, respectively, in other income (expense), net in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2023, we recognized an unrealized gain of $132 million and $29 million, respectively, in other income (expense), net in our condensed consolidated statements of operations.

We did not record any other 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 and nine months ended September 30, 2022 and 2023.

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, 2022		September 30, 2023
Initial cost basis	$	1,700	$	1,717
Upward adjustments	1,052		1,546
Downward adjustments (including impairment)	(641)		(1,113)
Total carrying value at the end of the period	$	2,111	$	2,150

Note 4 – Equity Method Investments

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


	As of
	December 31, 2022		September 30, 2023
MLU B.V.	$	816	$	—
Mission Bay 3 & 4	34		31
Other	20		19
Total equity method investments	$	870	$	50

MLU B.V. Investment

During 2018, we closed a transaction that contributed the net assets of our Uber/CIS operations into a newly formed private limited liability company (“MLU B.V.”), with Yandex and us holding ownership interests in MLU B.V.

We review for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable. During the first quarter of 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.

Sale of Our Remaining Interest in MLU B.V.

On April 21, 2023, we entered into and closed on a definitive agreement to sell our remaining 29% equity interest in MLU B.V. to Yandex for $703 million in cash and recognized an immaterial loss from this transaction recorded in other income (expense), net in our condensed consolidated statements of operations during the three and nine months ended September 30, 2023. After this transaction, we no longer have an equity interest in MLU B.V.

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 was 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.

As of September 30, 2022, the fair value of the MLU B.V. Call Option was $13 million. We recorded a $180 million net gain for the fair value change during the nine months ended September 30, 2022. To determine the fair value of the MLU B.V. Call Option as of September 30, 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; option term of 0.94 years; volatility of 65%; risk-free interest rates; and strike price (Level 3).

As part of our sale of our remaining interest in MLU B.V. to Yandex during the second quarter of 2023, the MLU B.V. Call Option was extinguished and we recognized an immaterial gain in other income (expense), net in our condensed consolidated statements of operations during the three and nine months ended September 30, 2023.

Note 5 – Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2023 (in millions):


	Mobility		Delivery		Freight		Total Goodwill
Balance as of December 31, 2022	$	2,421	$	4,405	$	1,437	$	8,263


Reclass to Assets held for sale	—		(36)		—		(36)
Loss on disposal	(9)		—		—		(9)
Foreign currency translation and other adjustments	(84)		(1)		7		(78)
Balance as of September 30, 2023	$	2,328	$	4,368	$	1,444	$	8,140

Intangible Assets

The components of intangible assets, net were as follows (in millions, except years):


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
December 31, 2022
Consumer, Merchant and other relationships	$	1,825	$	(506)	$	1,319	9
Developed technology	921		(517)		404		5
Trade name, trademarks and other	247		(96)		151		6
Intangible assets	$	2,993	$	(1,119)	$	1,874


	Gross Carrying Value (1)		Accumulated Amortization (1)		Net Carrying Value (1)		Weighted Average Remaining Useful Life - Years
September 30, 2023
Consumer, Merchant and other relationships	$	1,797	$	(646)	$	1,151	8
Developed technology	890		(591)		299		5
Trade name, trademarks and other	154		(93)		61		5
Intangible assets	$	2,841	$	(1,330)	$	1,511

(1) Excludes assets accounted for as held for sale.

Amortization expense for intangible assets subject to amortization was $126 million and $89 million for the three months ended September 30, 2022 and 2023, respectively. Amortization expense for intangible assets subject to amortization was $409 million and $274 million for the nine months ended September 30, 2022 and 2023, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2023 is summarized below (in millions):


	Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2023	$	80
2024	285
2025	253
2026	191
2027	175
Thereafter	525
Total	$	1,509

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, 2022		September 30, 2023		Effective Interest Rates		Maturities
2025 Refinanced Term Loan	$	1,433	$	—	—	%	—
2027 Refinanced Term Loan	1,078		—		—	%	—
2030 Refinanced Term Loans	—		2,492		8.3	%	March 3, 2030
2025 Senior Note	1,000		1,000		7.7	%	May 15, 2025
2026 Senior Note	1,500		1,500		8.1	%	November 1, 2026
2027 Senior Note	1,200		1,200		7.7	%	September 15, 2027
2028 Senior Note	500		500		7.0	%	January 15, 2028
2029 Senior Note	1,500		1,500		4.7	%	August 15, 2029
2025 Convertible Notes	1,150		1,150		0.2	%	December 15, 2025
Total debt	9,361		9,342
Less: unamortized discount and issuance costs	(69)		(65)
Less: current portion of long-term debt	(27)		(25)
Total long-term debt	$	9,265	$	9,252

2030 Refinanced Term Loans

In March 2023, we entered into two refinancing transactions pursuant to an amendment to the 2016 Senior Secured Term Loan Agreement. On March 3, 2023, we entered into a refinancing transaction under which we borrowed $1.75 billion (“First Closing”), the proceeds of which were used to repay in full all outstanding 2025 Refinanced Term Loan of $1.4 billion and $317 million of the outstanding 2027 Refinanced Term Loan. On March 14, 2023, we entered into the second refinancing transaction under which we borrowed $761 million (“Second Closing”), the proceeds of which were used to repay in full all outstanding 2027 Refinanced Term Loan. The Second Closing constituted an additional term loan in the same tranche as the First Closing (collectively, the “2030 Refinanced Term Loans”).

The 2030 Refinanced Term Loans have a maturity date of March 3, 2030. The interest rate for the 2030 Refinanced Term Loans is Secured Overnight Financing Rate (“SOFR”) plus 2.75% per annum, subject to a floor of 0.00%. The refinancing transactions qualified as both a debt modification and debt extinguishment. As a result, we recognized an immaterial loss on debt extinguishment during the nine months ended September 30, 2023 in interest expense in our condensed consolidated statement of operations. The refinancing transactions resulted in: (i) $1.1 billion cash inflow from the issuance of the 2030 Refinanced Term Loans, net of issuance costs, from new lenders and additional principal from existing lenders; (ii) a $1.1 billion cash outflow of principal payments on the 2025 Refinanced Term Loan and 2027 Refinanced Term Loan to exiting lenders and lower principal from existing lenders. The cash inflow and cash outflow are recorded within cash flows from financing activities in our condensed statement of cash flows during nine months ended September 30, 2023.

The 2030 Refinanced Term Loans are guaranteed by certain of our material domestic restricted subsidiaries. The 2030 Refinanced Term Loans agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants as of September 30, 2023. The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries.

The fair value of our 2030 Refinanced Term Loans was $2.5 billion as of September 30, 2023 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

During the first quarter of 2023, we identified an immaterial error related to the 2021 statement of cash flows, which omitted a $282 million cash inflow from the issuance of the 2025 and 2027 Refinanced Term Loans and a $282 million cash outflow of principal repayment of the 2016 and 2018 Senior Secured Term Loans within cash flows from financing activities for a net impact of $0 on net cash provided by financing activities. This will be updated in our 2023 Annual Report on Form 10-K.

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 September 30, 2023, 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.

The fair value of our 2025 Convertible Notes was $1.1 billion as of September 30, 2023 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 September 30, 2023.

The following table presents the fair values of our Senior Notes as of September 30, 2023, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions):


	As of September 30, 2023
2025 Senior Note	$	1,008
2026 Senior Note	1,519
2027 Senior Note	1,210
2028 Senior Note	489
2029 Senior Note	1,341
Total	$	5,567

The following table presents the amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt discount and issuance costs with respect to our long-term debt, for the three and nine months ended September 30, 2022 and 2023 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Contractual interest coupon	$	139	$	147	$	396	$	439
Amortization of debt discount and issuance costs	3		4		11		14
Total interest expense from long-term debt	$	142	$	151	$	407	$	453

Revolving Credit Arrangements

We have a revolving credit agreement initially entered into during 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 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 September 30, 2023, there was no balance outstanding on the Revolving Credit Facility.

On July 28, 2023, we entered into a joinder agreement to our Revolving Credit Facility to add an incremental revolving loan lender and increase the available commitments under the Revolving Credit Facility by an aggregate principal amount of $250 million. The joinder agreement brings the total revolver capacity to approximately $2.5 billion. There were no changes to the pricing or maturity of the Revolving Credit Facility.

In February 2023, Uber Freight Holding Corporation (“Freight Holding”) entered into a $300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding and is considered non-recourse to us. As of September 30, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility.

Letters of Credit

For purposes of securing obligations related to leases and other contractual obligations, we also maintain an agreement for letters of credit, which is collateralized by our Revolving Credit Facility and reduces the amount of credit available. As of December 31, 2022 and September 30, 2023, we had letters of credit outstanding of $839 million and $938 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $261 million and $188 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, 2022		September 30, 2023
Prepaid expenses	$	310	$	424
Other receivables	710		669
Other	459		580
Prepaid expenses and other current assets	$	1,479	$	1,673

Accrued and Other Current Liabilities

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


	As of
	December 31, 2022		September 30, 2023
Accrued legal, regulatory and non-income taxes	$	1,573	$	1,558
Accrued Drivers and Merchants liability	1,593		1,903
Accrued compensation and employee benefits	587		558
Income and other tax liabilities	476		553
Commitment to issue unsecured convertible notes in connection with Careem acquisition	152		128
Other	1,851		1,909
Accrued and other current liabilities	$	6,232	$	6,609

Other Long-Term Liabilities

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


	As of
	December 31, 2022		September 30, 2023
Deferred tax liabilities	$	27	$	82
Other	759		789
Other long-term liabilities	$	786	$	871

Accumulated Other Comprehensive Income (Loss)

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


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax		Total
Balance as of December 31, 2021	$	(524)	$	—	$	(524)
Other comprehensive income (loss) before reclassifications	114		—		114
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		—
Other comprehensive income (loss)	114		—		114
Balance as of September 30, 2022	$	(410)	$	—	$	(410)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax		Total
Balance as of December 31, 2022	$	(443)	$	—	$	(443)
Other comprehensive income (loss) before reclassifications	(175)		(2)		(177)
Amounts reclassified from accumulated other comprehensive income (loss) (1)	140		—		140
Other comprehensive income (loss)	(35)		(2)		(37)
Balance as of September 30, 2023	$	(478)	$	(2)	$	(480)

(1) The amounts were reported as part of the loss from the sale of our remaining interest in MLU B.V., which was recorded in other income (expense), net in our condensed consolidated statements of operations during the nine months ended September 30, 2023. Refer to Note 4 – Equity Method Investments for further information.

Other Income (Expense), Net

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Interest income	$	38	$	130	$	66	$	324
Foreign currency exchange gains (losses), net	(48)		(92)		(76)		(185)
Gain on business divestitures	14		—		14		—
Unrealized gain (loss) on debt and equity securities, net (1)	(550)		(96)		(7,797)		610
Impairment of equity method investment (2)	—		—		(182)		—
Revaluation of MLU B.V. call option (3)	10		—		180		—
Loss from sale of investment (4)	—		—		—		(74)
Other, net	1		6		(1)		(162)
Other income (expense), net	$	(535)	$	(52)	$	(7,796)	$	513

(1) During the three months ended September 30, 2022, unrealized loss on debt and equity securities, net primarily represents changes in the fair value of our equity securities: primarily due to a $641 million unrealized loss on our Didi investment, partially offset by a $90 million unrealized gain on our Aurora investment recognized during the third quarter of 2022.

During the nine months ended September 30, 2022, unrealized loss on debt and equity securities, net primarily represents changes in the fair value of our equity securities: including a $2.7 billion unrealized loss on our Aurora investment, a $2.4 billion unrealized loss on our Grab investment, a $1.8 billion unrealized loss on our Didi investment, a $747 million change of fair value on our Zomato investment, as well as a $106 million net loss on our other investments in securities accounted for under the fair value option.

During the three months ended September 30, 2023, unrealized loss on debt and equity securities, net primarily represents changes in the fair value of our equity securities: primarily due to $194 million unrealized loss on our Aurora investment, a $97 million unrealized loss on our Joby investment, partially offset by a $132 million unrealized gain on our Didi investment and a $59 million unrealized gain on our Grab investment.

During the nine months ended September 30, 2023, unrealized gain on debt and equity securities, net primarily represents changes in the fair value of our equity securities, including a $327 million unrealized gain on our Aurora investment, a $171 million unrealized gain on our Grab investment, a $79 million unrealized gain on our Joby investment, and a $29 million unrealized gain on our Didi investment.

(2) During the nine months ended September 30, 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.

(3) During the nine months ended September 30, 2022, revaluation of MLU B.V. call option represents a $180 million net gain for the change in fair value of the MLU B.V. Call Option. Refer to Note 4 – Equity Method Investments for further information.

(4) 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 initial public offering (“IPO”) in May 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”), performance-based awards, and other awards (that are based in whole or in part by reference to our common stock).

Stock Option and SAR Activity

A summary of stock option and SAR activity for the nine months ended September 30, 2023 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):


	SARs Outstanding Number of SARs	Options Outstanding Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
As of December 31, 2022	153	20,039	$	13.90	3.47	$	279
Granted	—	403	$	32.99
Exercised	(10)	(4,236)	$	5.59
Canceled and forfeited	(1)	(154)	$	6.93
As of September 30, 2023	142	16,052	$	16.60	2.89	$	479
Vested and expected to vest as of September 30, 2023	138	11,683	$	11.25	2.56	$	411
Exercisable as of September 30, 2023	138	11,683	$	11.25	2.56	$	411

RSU Activity

The following table summarizes the activity related to our RSUs for the nine months ended September 30, 2023 (in thousands, except per share amounts):


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2022	98,167	$	34.70
Granted	59,322	$	33.62
Vested	(40,303)	$	34.47
Canceled and forfeited	(11,856)	$	34.65
Unvested and outstanding as of September 30, 2023	105,330	$	34.17

Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Operations and support	$	41	$	49	$	114	$	132
Sales and marketing	26		24		76		74
Research and development	292		310		765		917
General and administrative	123		109		356		343
Total	$	482	$	492	$	1,311	$	1,466

As of September 30, 2023, there was $3.5 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 2.59 years.

The tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation arrangements were not material during the three and nine months ended September 30, 2022 and 2023, 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 $58 million and $(97) million for the three and nine months ended September 30, 2022, respectively, and $(40) million and $80 million for the three and nine months ended September 30, 2023, respectively. During the three months ended September 30, 2022, the income tax expense was primarily driven by the current tax on our foreign earnings, offset by the deferred U.S. tax impact related to our investments in Aurora, Zomato, and Grab. During the nine months ended September 30, 2022, the income tax benefit was primarily driven by the deferred U.S. tax impact related to our investments in Aurora, Grab, Didi, and Zomato, offset by current tax on our foreign earnings. During the three and nine months ended September 30, 2023, the income tax expense/(benefit) was primarily driven by our foreign operations. The primary differences between the effective tax rate and the federal statutory tax rate are due to the valuation allowance on our U.S. and Netherlands' deferred tax assets and foreign tax rate differences.

During the nine months ended September 30, 2023, the amount of gross unrecognized tax benefits decreased by $269 million, of which approximately $109 million of unrecognized tax benefits, if recognized, would impact the effective tax rate. The remaining $160 million of unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets.

We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under routine examination by federal, various state and foreign tax authorities. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state or foreign tax authorities to the extent utilized in a future period. For our major tax jurisdictions, the tax years 2006 through 2023 remain open; the major tax jurisdictions are the U.S., Brazil, Netherlands, and the United Kingdom (“UK”).

Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in 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. Any changes to unrecognized tax benefits recorded as of September 30, 2023 that are reasonably possible to occur within the next 12 months are not expected to be material.

In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through September 30, 2023. Based on the analysis, we do not anticipate a current limitation on the tax attributes.

Uber has a valuation allowance against a majority of our deferred tax assets and will continue to maintain it until we have sufficient evidence to support the future utilization of these assets. The related analysis is performed at the jurisdictional level.

Based on our assessment of current income and anticipated future earnings, there is a reasonable possibility that we will have sufficient evidence to release a significant portion of the valuation allowance in the U.S. within the next 12 months. However, our judgment regarding future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many factors, including future market conditions and the ability to successfully execute our business plans.

Release of the valuation allowance would result in the recognition of net deferred tax assets on our consolidated balance sheet and would decrease income tax expense in the period the release is recorded.

Note 10 – Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the periods presented. Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock. For diluted net income (loss) per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable.

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Basic net income (loss) per share:
Numerator
Net income (loss) including non-controlling interests	$	(1,204)	$	219	$	(9,738)	$	456
Net income (loss) attributable to non-controlling interests, net of tax	2		(2)		(2)		(2)
Net income (loss) attributable to common stockholders	$	(1,206)	$	221	$	(9,736)	$	458
Denominator
Basic weighted-average common stock outstanding	1,979,299		2,044,688		1,964,483		2,027,148
Basic net income (loss) per share attributable to common stockholders (1)	$	(0.61)	$	0.11	$	(4.96)	$	0.23
Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	(1,206)	$	221	$	(9,736)	$	458
Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax	—		(14)		(49)		(42)

Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes and Careem Notes	—		1		—		2
Diluted net income (loss) attributable to common stockholders	$	(1,206)	$	208	$	(9,785)	$	418
Denominator
Number of shares used in basic net income (loss) per share computation	1,979,299		2,044,688		1,964,483		2,027,148
Weighted-average effect of potentially dilutive securities:
Stock options	—		10,056		—		10,262
RSUs	—		33,901		—		21,612
Assumed common shares issued from outstanding RSAs	—		189		—		104
Warrants	—		73		—		73
Common shares issued for ESPP	—		377		—		622

Assumed redemption of Freight Holding convertible common shares, non-controlling interest	—		2,648		3,745		4,318

2025 Convertible Notes	—		14,226		—		14,226
Careem Notes	—		2,321		—		2,321
Diluted weighted-average common stock outstanding	1,979,299		2,108,479		1,968,228		2,080,686
Diluted net income (loss) per share attributable to common stockholders (1)	$	(0.61)	$	0.10	$	(4.97)	$	0.20

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2023	2022	2023
Freight Holding contingently redeemable preferred stock	25,914	17,511	25,914	17,511

RSUs	107,191	6,681	107,191	6,681
Stock options	21,126	614	21,126	546
Common stock subject to repurchase	2,993	—	2,993	—
Shares committed under ESPP	5,617	1,247	5,617	1,247
Warrants to purchase common stock	73	—	73	—
Convertible notes	18,503	—	18,503	—
Total	181,417	26,053	181,417	25,985

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.

Our three operating and reportable segments are as follows:


Segment						Description

Mobility						Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising.

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

Freight						Freight 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, as well as revenue grouped by offerings and geographical region, 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 total Segment Adjusted EBITDA to income (loss) from operations (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Segment Adjusted EBITDA:
Mobility	$	898	$	1,287	$	2,287	$	3,517
Delivery	181		413		310		1,030
Freight	1		(13)		8		(50)
Total Segment Adjusted EBITDA	1,080		1,687		2,605		4,497
Reconciling items:
Corporate G&A and Platform R&D (1)	(564)		(595)		(1,557)		(1,728)
Depreciation and amortization	(227)		(205)		(724)		(620)
Stock-based compensation expense	(482)		(492)		(1,311)		(1,466)
Legal, tax, and regulatory reserve changes and settlements (2)	(283)		13		(651)		(82)
Goodwill and asset impairments/loss on sale of assets	—		(2)		(17)		(85)
Acquisition, financing and divestitures related expenses	(19)		(9)		(39)		(27)

COVID-19 response initiatives	—		—		(1)		—
Gain (loss) on lease arrangement, net	—		1		(7)		4
Restructuring and related charges	—		(4)		(2)		(35)

Mass arbitration fees, net	—		—		14		—
Income (loss) from operations	$	(495)	$	394	$	(1,690)	$	458

(1) 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.

(2) Legal, tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions.

These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, tax and regulatory matters and related expenses incurred in our ongoing operating performance.

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, 2022 and September 30, 2023, we had recorded aggregate liabilities of $1.6 billion and $1.6 billion, respectively, of which $614 million and $379 million, respectively, relate to non-income tax matters 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 has been stayed pending appeal of the denial of a motion to compel arbitration. 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.

Castellanos v. State (Constitutional Challenge to Proposition 22)

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. Oral argument was heard on December 13, 2022.

On March 13, 2023, the California Court of Appeal overturned a lower court’s ruling that Proposition 22 is unconstitutional, which means that Proposition 22 remains in effect. Service Employees International Union has petitioned the California Supreme Court for review. The California Supreme Court granted review on June 28, 2023, and has set a briefing schedule. We expect a decision in 2024.

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. Trial has been set for summer of 2024, and the AG is currently only seeking an order regarding driver classification without any claims for monetary damages. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

New York Attorney General

The New York Attorney General has alleged misclassification of Drivers and related employment violations in New York by Uber as well as fraud related to certain deductions. In November 2023, we have reached an agreement to resolve this matter. The amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2023.

Swiss Social Security Rulings

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 labor 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 Rasier Operations B.V. are still pending for years 2014 to 2021.

In January 2022, the Social Security Tribunal of Zurich reclassified drivers who have used the App in 2014 as dependent workers of Uber B.V. and Rasier Operations B.V. from a social security standpoint and this ruling had been appealed before the Federal Tribunal and had no impact on our current operations. On March 21, 2023, the Federal Tribunal ruled that Drivers who have used the Uber App in 2014 qualify as employees for social security purposes. Further discussions with the social security authorities are in progress.

On June 3, 2022, the Federal Tribunal issued two rulings by which both Drivers and Couriers in the Canton of Geneva are classified as employees of Uber B.V., Uber Portier B.V. and Uber Switzerland GmbH. Following the ruling of the Federal Tribunal on Eats, we received an injunction of payment from the SVA Zürich that states that couriers shall be considered employees for social security purposes since the launch of Uber Eats. We reached a settlement with the Canton of Geneva on Mobility.

On October 2, 2023, the Swiss Federal Tax authorities ruled that Drivers are independent contractors for VAT purposes, based on the changes implemented in the App. This ruling will be used to support the Company’s position in the Social Security proceedings.

The ultimate resolution of the matters before the social security authorities 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 September 30, 2023.

Spain Labor Audits

Labor authorities in Spain opened audits reviewing the classification status of Couriers (in particular with regards to social security contributions). We will proceed (or have proceeded) to appeal to the Court of First Instance and to higher courts, as applicable, for each of them. There are ongoing audits for which we have not yet received an assessment. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated for these ongoing audits.

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

New Jersey Department of Labor

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 have since reached agreement on and paid the remaining amounts allegedly owed from 2014 through 2018.

The NJ DOL has initiated an audit for the period of 2021 through 2022. The ultimate resolution of the matter 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 September 30, 2023.

California Employment Development Department

In 2014, the California employment development department (“CA EDD”) opened an audit to review whether drivers should be treated as employees or independent contractors. The department issued an assessment in 2016 for the periods of 2013 - 2015 and we have since reached an agreement with the CA EDD for this period. In 2022, we received requests for information related to an audit of a subsequent period, which covers the fourth quarter of 2017 through the fourth quarter of 2020. We have also received an audit for the years 2018 - 2020 covering couriers who used the Postmates platform and received an assessment in June 2023. We are in the process of appealing the assessment. The ultimate resolution of the matter is uncertain, and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheets as of September 30, 2023.

New York Department of Labor

In February 2020, the New York Department of Labor (“NYDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2013 through 2020. The NYDOL issued an assessment in November 2022 against Uber. In November 2023, the parties have reached an agreement to resolve backwards looking liability associated with unemployment contributions and will be paying unemployment insurance contributions going forward. The amount accrued for the resolution of this matter is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2023.

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 arise from the characterization for tax purposes of the transactions on the platform, as well as the tax treatment of certain employee benefits and employment taxes related to our Drivers and Couriers. In jurisdictions with disputes connected to transactions on the platform, disputes involve the applicability of transactional taxes (such as sales tax, VAT, GST and similar taxes) or gross receipts taxes. In jurisdictions with disputes connected to employment taxes, disputes involve the applicability of withholding taxes related to employment taxes or back-up withholding on payments made to Drivers, Couriers, and Merchants.

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.

United Kingdom

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. Uber UK is remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.

In June 2023, we received an assessment from the UK Tax Authorities (“HMRC”) that disputed our application of VAT Order 1987 application for the period of March 2022 to March 2023 and included an assessment of £386 million (approximately $487 million) for unpaid VAT. In July 2023, we paid the assessment in order to proceed with the appeals process. In September 2023, the HMRC updated the assessment and we paid an additional £107 million (approximately $135 million). The payments do not represent our acceptance of the assessments. The payments are recorded as a receivable because we believe that we will be successful in our appeal, upon which, the full amount of our payments will be returned to us with interest upon completion of the appeals process. We expect to receive additional assessments related to prior or future periods, which we will be required to pay in order to continue with

the appeals process. Any payments are expected to decrease operating cash flow and have no impact on our results of operations. We plan to vigorously defend our application of the VAT Order 1987 and are waiting to obtain hearing dates from the Tax Tribunal.

Brazil

In May 2023, we received an assessment for 2019 and 2020 Driver social security contributions from the Brazilian Federal Revenue Bureau (“FRB”). We are contesting the assessment and we filed our administrative appeal with the FRB in June 2023. A negative decision can be appealed at multiple levels. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

Other Legal and Regulatory Matters

We have been and continue to be subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, anti-bribery and anti-corruption laws (including 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 and continue to investigate 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, 2022 and September 30, 2023 were $3.9 billion and $3.6 billion, respectively. Total liabilities included on the condensed consolidated balance sheets for these VIEs as of December 31, 2022 and September 30, 2023 were $789 million and $745 million, respectively.

Uber Freight Holding Corporation

As of September 30, 2023, we own the majority of the issued and outstanding capital stock of Uber Freight Holding Corporation (“Freight Holding”) and report a non-controlling interest as further described in Note 14 – Non-Controlling Interests.

In February 2023, Freight Holding entered into a $300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding and is considered non-recourse to us. As of September 30, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility.

Careem Qatar

In October 2022, Qatar’s Court of Cassation rejected our final appeal for the proposed acquisition of the assets and operations in Qatar (“Careem Qatar”). The purpose of the Careem Qatar operations is to provide primarily ridesharing services in Qatar. Although the assets and operations of Careem Qatar have not transferred to us, we have rights to all residual interests in the entity which was considered a variable interest. We were exposed to losses and residual returns of the entity through the right to all of the proceeds from either the divestiture or the eventual legal transfer upon regulatory approval of the entity. We controlled Intellectual Properties (“IP”) which are significant for the business of Careem Qatar and sub-license those IP to Careem Qatar. Careem Qatar met the definition of a VIE and we were the primary beneficiary and therefore consolidate Careem Qatar as of December 31, 2022.

In February 2023, Careem Qatar’s ridesharing operations had shut down and an immaterial loss on disposal was recognized. The entity remains consolidated as of September 30, 2023 as we continue to be the primary beneficiary of the remaining business operations.

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 amounts of both assets and liabilities recognized on the condensed consolidated balance sheets related to unconsolidated VIEs were $548 million and $531 million as of December 31, 2022 and September 30, 2023, respectively, and represent 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. In 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

On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L. dba Moove (“Moove”), a vehicle fleet operator in Spain. The series of agreements included (i) an equity investment, through preferred shares, in which Uber acquired a 30% minority interest in Moove from its current shareholders at closing and up to approximately $185 million contingent on future performance of Moove and certain other conditions through the eighth anniversary of the agreement, (ii) a term loan of $213 million to Moove, due February 2026, and (iii) a commercial partnership agreement. Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Closing Date. As of September 30, 2023, we have not exercised this option. After this series of agreements, Moove is considered a related party.

In February 2023, we entered into a settlement and amendment agreement (“Moove Settlement”) with Moove, a related party, to settle certain contingent considerations agreements. As a result of the Moove Settlement, we made an immaterial payment to Moove. The remaining contingent liability is recorded within accrued and other current liabilities on our condensed consolidated balance sheet as of September 30, 2023 and is not material.

Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on our condensed consolidated balance sheets. The term loan, of $240 million as of September 30, 2023, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on our condensed consolidated balance sheets. Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities.

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

Note 14 – Non-Controlling Interests

Freight Holding

As of December 31, 2022 and September 30, 2023, we owned 74% and 74%, respectively, of the issued and outstanding capital stock of our subsidiary Freight Holding, or 73% and 72%, respectively, 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.

Freight Series A Preferred Stock

In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“2020 Freight Series A Preferred Stock Purchase Agreement”) with an outside investor (“2020 Freight Series A Investor”) to sell shares of Series A Preferred Stock (“Freight Series A”). Pursuant to the Freight Series A Preferred Stock Purchase Agreement, the 2020 Freight Series A Investor agreed to invest an aggregate of $500 million in Freight Holding, which occurred over a number of closings, subject to customary closing conditions.

In October 2020, the initial closing occurred pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement and 2020 Freight Series A Investor invested $250 million in exchange for 124.7 million shares of Freight Series A preferred stock.

In August 2022, the second closing occurred pursuant to the Freight Series A Preferred Stock Purchase Agreement and the 2020 Freight Series A Investor invested an additional $250 million in exchange for 124.7 million shares of Freight Series A preferred stock. The 2020 Freight Series A Investor is considered a related party to Freight Holding.

The 2020 Freight Series A Investor’s Freight Series A preferred stock may be called by us at our option after October 2025 at the Freight Series A liquidation preference. Beginning after October 2023, if certain events have not occurred including Freight Holding consummating an IPO, 2020 Freight Series A Investor’s Freight Series A preferred stock could become redeemable by us at the Freight Series A liquidation preference or fair market value. Upon redemption, the 2020 Freight Series A Investor’s Freight Series A preferred stock would be settled in either cash or Uber common shares at our option. On October 6, 2023, the 2020 Freight Series A Investor exercised their right to require that either Freight Holding conduct an IPO or we redeem them as described above, which will be determined by October 2024.

Freight Holding Supplier Financing Program

Freight Holding utilizes a third-party financial institution that allows our suppliers to be paid by the third-party financial institution earlier than the due date on the applicable invoice at a discounted price. In general, supplier invoices financed by the third-party financial institution are due for payment by Freight Holding within thirty days.

As of December 31, 2022 and September 30, 2023, the liability related to the supplier financing program was immaterial and the amounts are included within accounts payable on the condensed consolidated balance sheets.

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