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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our 2022 Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the sections titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and Part II, Item 1A, “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a technology platform that uses a massive network, leading technology, operational excellence, and product expertise to power movement from point A to point B. We develop and operate proprietary technology applications supporting a variety of offerings on our platform. We connect consumers with providers of ride services, merchants as well as delivery service providers for meal preparation, grocery and other delivery services. Uber also connects consumers with public transportation networks. We use this same network, technology, operational excellence, and product expertise to connect Shippers with Carriers in the freight industry by providing Carriers with the ability to book a shipment, transportation management and other logistics services. We are also developing technologies designed to provide new solutions to solve everyday problems.

Driver Classification Developments

The classification of Drivers is currently being challenged in courts, by legislators and by government agencies in the United States and abroad. We are involved in numerous legal proceedings globally, including putative class and collective class action lawsuits, demands for arbitration, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors. Of particular note are proceedings in California, where on May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court (the “Court”) against Uber and Lyft, Inc., alleging that 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. Following a stay of the injunction and our unsuccessful appeal of the injunction to a Court of Appeal, we were ordered to comply with the preliminary injunction. In November 2020, California voters approved Proposition 22, a state ballot initiative that provides a framework for drivers that use platforms like ours for independent work. Proposition 22 went into effect in December 2020. Although our stipulation to dissolve the California Attorney General’s preliminary injunction was granted in April 2021, that litigation remains pending, and we also may face liability relating to periods before the effective date of Proposition 22.

In January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied. The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the 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.

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

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

For a discussion of risk factors related to how misclassification challenges may impact our business, result of operations, financial position and operating condition and cash flows, see the risk factor titled “-Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees” included in Part II, Item 1A, “Risk Factors”, and Note 12 – Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

In addition, if we are required to classify Drivers as employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled “Critical Accounting Estimates” and Note 1 in the section titled “Notes to the Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Financial and Operational Highlights

						Three Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						% Change (Constant Currency (1)****)
Monthly Active Platform Consumers (“MAPCs”) (2)						124						142						15		%
Trips (2)						1,953						2,441						25		%
Gross Bookings (2)						$	29,119					$	35,281					21		%				20		%
Revenue						$	8,343					$	9,292					11		%				10		%
Income (loss) from operations						$	(495)					$	394					**
Net income (loss) attributable to Uber Technologies, Inc. (3)						$	(1,206)					$	221					**
Mobility Adjusted EBITDA						$	898					$	1,287					43		%
Delivery Adjusted EBITDA						$	181					$	413					128		%
Adjusted EBITDA (1), (2)						$	516					$	1,092					112		%
						Nine Months Ended September 30,
						2022						2023						% Change
Net cash provided by operating activities (4)						$	886					$	2,762					212		%
Free cash flow (1), (4)						$	693					$	2,594					274		%

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

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

(3) Net income (loss) attributable to Uber Technologies, Inc. included stock-based compensation expense of $482 million and $492 million in the third quarter of 2022 and 2023, respectively.

(4) Net cash provided by operating activities and free cash flow during the nine months ended September 30, 2023 reflected a £493 million (approximately $622 million) cash outflow related to the payment of an HMRC VAT assessment during the third quarter of 2023. For additional information on this matter, refer to Note 12 – Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q as well as the section titled “Liquidity and Capital Resources.”

** Percentage not meaningful.

Highlights for the Third Quarter 2023

In the third quarter of 2023, our MAPCs were 142 million, growing 5 million, or 4%, quarter-over-quarter, and growing 15% compared to the same period in 2022.

Overall Gross Bookings increased to $35.3 billion in the third quarter of 2023, up 21%, or 20% on a constant currency basis, compared to the same period in 2022. Mobility Gross Bookings grew 30% year-over-year, on a constant currency basis primarily due to increases in Trip volumes. Delivery Gross Bookings grew 16% year-over-year, on a constant currency basis, primarily driven by an increase in delivery orders. Freight Gross Bookings declined 27% year-over-year, on a constant currency basis, primarily attributable to lower revenue per load and volume, both a consequence of the challenging freight market cycle.

Revenue was $9.3 billion, up 11% year-over-year, primarily attributable to an increase in Gross Bookings of 21%. The increase in Gross Bookings was primarily driven by an increase in Mobility Trip volumes. The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $161 million and $360 million across Mobility and Delivery, respectively.

Net income attributable to Uber Technologies, Inc. was $221 million, which includes the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net of $96 million primarily related to a $194 million unrealized loss on our Aurora investment and 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. Net income attributable to Uber Technologies, Inc. also includes $492 million of stock-based compensation expense.

Adjusted EBITDA was $1.1 billion, up $576 million compared to the same period in 2022. Mobility Adjusted EBITDA profit was $1.3 billion, up $389 million compared to the same period in 2022. Delivery Adjusted EBITDA profit was $413 million, up $232 million compared to the same period in 2022.

We ended the quarter with $5.2 billion in unrestricted cash, cash equivalents and short-term investments.

Components of Results of Operations

Revenue

We generate substantially all of our revenue from fees paid by Drivers and Merchants for use of our platform. We have concluded that we are an agent in these arrangements as we arrange for other parties to provide the service to the end-user. Under this model, revenue is net of Driver and Merchant earnings and Driver incentives. We act as an agent in these transactions by connecting consumers to Drivers and Merchants to facilitate a Trip, meal or grocery delivery service. In certain markets we are responsible for the Mobility or Delivery services (and in most markets we are responsible for the Freight services), and in these markets we present revenue from end-users and from Shippers on a gross basis, with the payments to Drivers and Carriers classified within cost of revenue, exclusive of depreciation and amortization.

We would expect revenue to fluctuate on an absolute dollar basis for the foreseeable future based upon factors such as Trip volume, Driver supply, macroeconomic conditions, global travel activities and management pricing and promotional activities. During the second quarter of 2023, we implemented a business model change in certain markets resulting in end-users becoming our customers. Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition,” “Note 1 - Description of Business and Summary of Significant Accounting Policies - Revenue Recognition,” and “Note 2 - Revenue” to our audited consolidated financial statements included in our Annual Report Form 10-K for the year ended December 31, 2022 and Note 2 – Revenue in this Quarterly Report in Form 10-Q.

Cost of Revenue, Exclusive of Depreciation and Amortization

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

We would expect that cost of revenue, exclusive of depreciation and amortization, will fluctuate on an absolute dollar basis for the foreseeable future in line with Trip volume changes on the platform. As Trips increase or decrease, we expect related changes for: insurance costs, credit card processing fees; costs incurred with Carriers, Drivers and Couriers where we are primarily responsible for Freight, Mobility or Delivery services; hosting and co-located data center expenses; maps license fees; and other cost of revenue, exclusive of depreciation and amortization.

Operations and Support

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

We would expect operations and support expenses to increase on an absolute dollar basis for the foreseeable future as our business continues to grow and Trip volume increases, but decrease as a percentage of revenue as we become more efficient in supporting platform users.

Sales and Marketing

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

We would expect sales and marketing expenses to vary from period to period as a percentage of revenue due to timing of marketing campaigns.

During the second quarter of 2023, we implemented a business model change in certain markets resulting in end-users becoming our customers. Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

Research and Development

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

We would expect research and development expenses to increase and vary from period to period as a percentage of revenue as we continue to invest in research and development activities relating to ongoing improvements to and maintenance of our platform offerings and other research and development programs.

General and Administrative

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

We would expect general and administrative expenses to increase on an absolute dollar basis for the foreseeable future as our business continues to grow and Trip volume increases, but decrease as a percentage of revenue as we achieve improved fixed cost leverage and efficiencies in our internal support functions.

Depreciation and Amortization

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

Interest Expense

Interest expense consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount. For additional detail related to our debt obligations, see Note 6 – Long-Term Debt and Revolving Credit Arrangements in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Other Income (Expense), Net

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

• Interest income, which consists primarily of interest earned on our cash and cash equivalents, short-term investments, restricted cash and cash equivalents and restricted investments.

• Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.

• Gain on business divestitures.

• Unrealized gain (loss) on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our marketable and non-marketable securities.

• Impairment of equity method investment.

• Loss from sale of investment.

• Revaluation of MLU B.V. call option, which represents changes in fair value recorded on the call option granted to Yandex (“MLU B.V. Call Option”).

• Other, net.

Provision for (Benefit from) Income Taxes

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

Equity Method Investments

Equity method investments primarily includes the results of our share of income or loss from our Yandex.Taxi joint venture prior to the sale of our remaining interest in the second quarter of 2023. For additional information, refer to Note 4 – Equity Method Investments in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Results of Operations

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						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

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

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2023						2022						2023
Revenue						100		%				100		%				100		%				100		%
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below						62		%				61		%				62		%				60		%
Operations and support						7		%				7		%				8		%				7		%
Sales and marketing						14		%				10		%				16		%				13		%
Research and development						9		%				9		%				9		%				9		%
General and administrative						11		%				7		%				10		%				8		%
Depreciation and amortization						3		%				2		%				3		%				2		%
Total costs and expenses						106		%				96		%				107		%				98		%
Income (loss) from operations						(6)		%				4		%				(7)		%				2		%
Interest expense						(2)		%				(2)		%				(2)		%				(2)		%
Other income (expense), net						(6)		%				(1)		%				(34)		%				2		%
Income (loss) before income taxes and income from equity method investments						(14)		%				2		%				(43)		%				2		%
Provision for (benefit from) income taxes						1		%				—		%				—		%				—		%
Income from equity method investments						—		%				—		%				—		%				—		%
Net income (loss) including non-controlling interests						(14)		%				2		%				(42)		%				2		%
Less: net income (loss) attributable to non-controlling interests, net of tax						—		%				—		%				—		%				—		%
Net income (loss) attributable to Uber Technologies, Inc.						(14)		%				2		%				(42)		%				2		%

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

The following discussion and analysis is for the three and nine months ended September 30, 2023 compared to the same periods in 2022.

Revenue

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Revenue						$	8,343					$	9,292					11		%				$	23,270					$	27,345					18		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Revenue increased $949 million, or 11%, primarily attributable to an increase in Gross Bookings of 21%. The increase in Gross Bookings was primarily driven by an increase in Mobility Trip volumes. The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $161 million and $360 million across Mobility and Delivery, respectively.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Revenue increased $4.1 billion, or 18%, primarily attributable to an increase in Gross Bookings of 18%. The increase in Gross Bookings was primarily driven by an increase in Mobility Trip volumes. The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $161 million and $474 million across Mobility and Delivery, respectively.

Cost of Revenue, Exclusive of Depreciation and Amortization

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Cost of revenue, exclusive of depreciation and amortization						$	5,173					$	5,626					9		%				$	14,352					$	16,400					14		%
Percentage of revenue						62		%				61		%										62		%				60		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Cost of revenue, exclusive of depreciation and amortization, increased $453 million, or 9%, mainly due to a $326 million increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings, a $309 million increase in insurance expense primarily due to an increase in miles driven in our Mobility business, and a $190 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings, partially offset by a $307 million decrease in Freight Carrier payments due to reduced Freight Gross Bookings.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Cost of revenue, exclusive of depreciation and amortization, increased $2.0 billion, or 14%, mainly due to a $1.2 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings, a $1.1 billion increase in insurance expense primarily due to an increase in miles driven in our Mobility business, and a $780 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings, partially offset by a $1.1 billion decrease in Freight Carrier payments due to reduced Freight Gross Bookings.

Operations and Support

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Operations and support						$	617					$	683					11		%				$	1,808					$	1,987					10		%
Percentage of revenue						7		%				7		%										8		%				7		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Operations and support expenses increased $66 million, or 11%, primarily attributable to a $27 million increase in employee headcount costs, a $14 million increase in Driver background checks, a $12 million increase in external contractor expenses, and an $8 million increase in stock-based compensation.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Operations and support expenses increased $179 million, or 10%, primarily attributable to a $95 million increase in employee headcount costs, a $36 million increase in Driver background checks, a $24 million increase in external contractor expenses, and an $18 million increase in stock-based compensation.

Sales and Marketing

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Sales and marketing						$	1,153					$	941					(18)		%				$	3,634					$	3,421					(6)		%
Percentage of revenue						14		%				10		%										16		%				13		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Sales and marketing expenses decreased $212 million, or 18%, primarily attributable to a $254 million decrease in consumer discounts, promotions, credits and refunds to $267 million compared to $521 million in the same period in 2022. The decrease in consumer discounts, promotions, credits and refunds is primarily attributed to business model changes in some countries that classified certain sales and marketing costs as contra revenue totaling $521 million, partially offset by a $267 million increase in consumer discounts, promotions, credits and refunds spend globally.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Sales and marketing expenses decreased $213 million, or 6%, primarily attributable to a $244 million decrease in consumer discounts, promotions, credits and refunds to $1.5 billion compared to $1.7 billion in the same period in 2022. The decrease in consumer discounts, promotions, credits and refunds is primarily attributed to business model changes in some countries that classified certain sales and marketing costs as contra revenue totaling $635 million, partially offset by a $391 million increase in consumer discounts, promotions, credits and refunds spend globally.

Research and Development

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Research and development						$	760					$	797					5		%				$	2,051					$	2,380					16		%
Percentage of revenue						9		%				9		%										9		%				9		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Research and development expenses increased $37 million, or 5%, primarily attributable to a $20 million increase in employee headcount costs and an $18 million increase in stock-based compensation.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Research and development expenses increased $329 million, or 16%, primarily attributable to a $183 million increase in employee headcount costs and a $152 million increase in stock-based compensation.

General and Administrative

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
General and administrative						$	908					$	646					(29)		%				$	2,391					$	2,079					(13)		%
Percentage of revenue						11		%				7		%										10		%				8		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

General and administrative expenses decreased $262 million, or 29%, primarily attributable to a $188 million decrease in legal settlements and legal expenses, and an $83 million decrease in other corporate expenses.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

General and administrative expenses decreased $312 million, or 13%, primarily attributable to a $231 million decrease in other corporate expenses and a $155 million decrease in legal settlements and legal expenses, partially offset by a $62 million increase in employee headcount costs.

Depreciation and Amortization

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Depreciation and amortization						$	227					$	205					(10)		%				$	724					$	620					(14)		%
Percentage of revenue						3		%				2		%										3		%				2		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Depreciation and amortization expenses decreased $22 million, or 10%, primarily attributable to a $35 million decrease in amortization expenses due to acquired Postmates intangible assets being fully amortized in 2022. This was partially offset by an $8 million increase in amortization of internally developed software assets.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Depreciation and amortization expenses decreased $104 million, or 14%, primarily attributable to a $136 million decrease in amortization expenses due to acquired Postmates intangible assets being fully amortized in 2022. This was partially offset by a $18 million increase in amortization of internally developed software assets.

Interest Expense

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Interest expense						$	(146)					$	(166)					14		%				$	(414)					$	(478)					15		%
Percentage of revenue						(2)		%				(2)		%										(2)		%				(2)		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Interest expense increased by an immaterial amount.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Interest expense increased by $64 million, or 15%, primarily due to an increase in interest expense on our term loans due to higher LIBOR and SOFR rate.

Other Income (Expense), Net

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Interest income						$	38					$	130					242		%				$	66					$	324					**
Foreign currency exchange gains (losses), net						(48)						(92)						(92)		%				(76)						(185)						(143)		%
Gain on business divestitures						14						—						**						14						—						**
Unrealized gain (loss) on debt and equity securities, net						(550)						(96)						83		%				(7,797)						610						**
Impairment of equity method investment						—						—						—		%				(182)						—						**
Revaluation of MLU B.V. call option						10						—						**						180						—						**
Loss from sale of investment						—						—						—		%				—						(74)						**
Other, net						1						6						**						(1)						(162)						**
Other income (expense), net						$	(535)					$	(52)					90		%				$	(7,796)					$	513					**
Percentage of revenue						(6)		%				(1)		%										(34)		%				2		%

** Percentage not meaningful.

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Unrealized gain (loss) on debt and equity securities, net increased by $454 million primarily represents changes in the fair value of our equity securities. In the third quarter of 2022, unrealized loss on debt and equity securities, net, includes: a $641 million loss on our Didi investment; partially offset by a $90 million gain on our Aurora investment.

In the third quarter of 2023, unrealized loss on debt and equity securities, net, includes: a $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. For additional information, refer to Note 3 – Investments and Fair Value Measurement in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Unrealized gain (loss) on debt and equity securities, net increased by $8.4 billion primarily represents changes in the fair value of our equity securities. During the nine months ended September 30, 2022, unrealized loss on debt and equity securities, net, includes: 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.

During the nine months ended September 30, 2023, unrealized gain on debt and equity securities, net includes: $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. For additional information, refer to Note 3 – Investments and Fair Value Measurement in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Provision for (Benefit from) Income Taxes

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Provision for (benefit from) income taxes						$	58					$	(40)					**						$	(97)					$	80					**
Effective tax rate						(5)		%				(23)		%										1		%				16		%

** Percentage not meaningful.

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Provision for (benefit from) income taxes decreased by $98 million primarily due to the tax benefit driven by our foreign operations.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Provision for (benefit from) income taxes decreased by $177 million primarily due to the deferred U.S. tax impact related to our investments, offset by the tax benefit driven by our foreign operations.

Income from Equity Method Investments

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Income from equity method investments						$	30					$	3					(90)		%				$	65					$	43					(34)		%
Percentage of revenue						—		%				—		%										—		%				—		%

Three and Nine Months Ended September 30, 2023 Compared with the Same Periods in 2022

The changes in income from equity method investments were not material.

Segment Results of Operations

We operate our business as three operating and reportable segments: Mobility, Delivery and Freight. For additional information about our segments, see Note 11 – Segment Information and Geographic Information in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Revenue

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Mobility						$	3,822					$	5,071					33		%				$	9,893					$	14,295					44		%
Delivery						2,770						2,935						6		%				7,970						9,085						14		%
Freight						1,751						1,286						(27)		%				5,407						3,965						(27)		%
Total revenue						$	8,343					$	9,292					11		%				$	23,270					$	27,345					18		%

Segment Adjusted EBITDA

Segment Adjusted EBITDA is defined as revenue less the following expenses: cost of revenue, exclusive of depreciation and amortization, operations and support, sales and marketing, and general and administrative and research and development expenses associated with our segments. Segment Adjusted EBITDA also excludes non-cash items, certain transactions that are not indicative of ongoing segment operating performance and/or items that management does not believe are reflective of our ongoing core operations. For additional information, see Note 11 – Segment Information and Geographic Information in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Mobility						$	898					$	1,287					43		%				$	2,287					$	3,517					54		%
Delivery						181						413						128		%				310						1,030						232		%
Freight						1						(13)						**						8						(50)						**
Corporate G&A and Platform R&D (1)						(564)						(595)						(5)		%				(1,557)						(1,728)						(11)		%
Adjusted EBITDA (2)						$	516					$	1,092					112		%				$	1,048					$	2,769					164		%

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

** Percentage not meaningful.

Mobility Segment

For the three months ended September 30, 2023 compared to the same period in 2022, Mobility revenue increased $1.2 billion, or 33%, and Mobility Adjusted EBITDA profit increased $389 million, or 43%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings of 31%, driven by an increase in Trip volumes. The increase in Mobility revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $161 million.

Mobility Adjusted EBITDA profit increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $326 million increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, and a $309 million increase in insurance expense primarily due to an increase in miles driven.

For the nine months ended September 30, 2023 compared to the same period in 2022, Mobility revenue increased $4.4 billion, or 44%, and Mobility Adjusted EBITDA profit increased $1.2 billion, or 54%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings of 31% driven by an increase in Trip volumes. The increase in Mobility revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $161 million.

Mobility Adjusted EBITDA profit increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $1.2 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, and a $1.1 billion increase in insurance expense primarily due to an increase in miles driven.

Delivery Segment

For the three months ended September 30, 2023 compared to the same period in 2022, Delivery revenue increased $165 million, or 6%, and Delivery Adjusted EBITDA profit increased $232 million, or 128%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 18%, driven by an increase in delivery orders and higher basket sizes. The increase in Delivery revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $360 million.

Delivery Adjusted EBITDA profit increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $190 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization and a $22 million increase in employee headcount costs.

For the nine months ended September 30, 2023 compared to the same period in 2022, Delivery revenue increased $1.1 billion, or 14%, and Delivery Adjusted EBITDA profit increased $720 million, or 232%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 13%, driven by an increase in delivery orders and higher basket sizes. The increase in Delivery revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $474 million.

Delivery Adjusted EBITDA profit increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $780 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization and a $113 million increase in employee headcount costs.

Freight Segment

For the three months ended September 30, 2023 compared to the same period in 2022, Freight revenue decreased $465 million, or 27%, and Freight Adjusted EBITDA declined $14 million.

Freight revenue decreased primarily attributable to a decrease in Freight Gross Bookings due to lower revenue per load and volume, both a consequence of the challenging freight market cycle.

Freight Adjusted EBITDA declined primarily attributable to the $465 million decrease in Freight revenue, partially offset by a $307 million decrease in certain Shipper payments recorded in cost of revenue, exclusive of depreciation and amortization.

For the nine months ended September 30, 2023 compared to the same period in 2022**, Freight revenue decreased $1.4 billion, or 27%, and Freight Adjusted EBITDA declined $58 million.**

Freight revenue decreased primarily attributable to a decrease in Freight Gross Bookings due to lower revenue per load and volume, both a consequence of the challenging freight market cycle.

Freight Adjusted EBITDA declined primarily attributable to the $1.4 billion decrease in Freight revenue, partially offset by a $1.1 billion decrease in certain Shipper payments recorded in cost of revenue, exclusive of depreciation and amortization.

Certain Key Metrics and Non-GAAP Financial Measures

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

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

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

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

						Q4 2021						Q1 2022						Q2 2022						Q3 2022						Q4 2022						Q1 2023						Q2 2023						Q3 2023
Mobility						$	11,340					$	10,723					$	13,364					$	13,684					$	14,894					$	14,981					$	16,728					$	17,903
Delivery						13,444						13,903						13,876						13,684						14,315						15,026						15,595						16,094
Freight						1,082						1,823						1,838						1,751						1,540						1,401						1,278						1,284

Revenue Margin (formerly Take Rate) is defined as revenue as a percentage of Gross Bookings.

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(In millions, except percentages)						2022						2023						% Change						2022						2023						% Change
Adjusted EBITDA						$	516					$	1,092					112		%				$	1,048					$	2,769					164		%

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

Adjusted EBITDA profit was $1.1 billion, improving $576 million from an Adjusted EBITDA profit of $516 million from the same period in 2022. The improvement was primarily attributable to a $389 million increase in Mobility Adjusted EBITDA profit and a $232 million improvement in Delivery Adjusted EBITDA profit, partially offset by a $31 million increase in Corporate G&A and Platform R&D costs and a $14 million decrease in Freight Adjusted EBITDA.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Adjusted EBITDA profit was $2.8 billion, improving $1.7 billion from an Adjusted EBITDA profit of $1.0 billion from the same period in 2022. The improvement was primarily attributable to a $1.2 billion increase in Mobility Adjusted EBITDA profit and a $720 million improvement in Delivery Adjusted EBITDA profit, partially offset by a $171 million increase in Corporate G&A and Platform R&D costs and a $58 million decrease in Freight Adjusted EBITDA.

Reconciliations of Non-GAAP Financial Measures

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

We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our

calculation of these non-GAAP financial measures may differ from similarly-titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and regulatory reserve changes and settlements, (x) goodwill and asset impairments/loss on sale of assets, (xi) acquisition, financing and divestitures related expenses, (xii) restructuring and related charges and (xiii) other items not indicative of our ongoing operating performance.

We have included Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges.

Legal, tax, and regulatory reserve changes and settlements

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.

Limitations of Non-GAAP Financial Measures and Adjusted EBITDA Reconciliation

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

• Adjusted EBITDA excludes certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

• Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy;

• Adjusted EBITDA excludes certain restructuring and related charges, part of which may be settled in cash;

• Adjusted EBITDA excludes other items not indicative of our ongoing operating performance;

• Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes;

• Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes: interest income; foreign currency exchange gains (losses), net; and unrealized gain (loss) on debt and equity securities, net; and

• Adjusted EBITDA excludes certain legal, tax, and regulatory reserve changes and settlements that may reduce cash available to us.

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

						Three Months Ended September 30,												Nine Months Ended September 30,
(In millions)						2022						2023						2022						2023
Adjusted EBITDA reconciliation:
Net income (loss) attributable to Uber Technologies, Inc.						$	(1,206)					$	221					$	(9,736)					$	458
Add (deduct):
Net income (loss) attributable to non-controlling interests, net of tax						2						(2)						(2)						(2)
Provision for (benefit from) income taxes						58						(40)						(97)						80
Income from equity method investments						(30)						(3)						(65)						(43)
Interest expense						146						166						414						478
Other (income) expense, net						535						52						7,796						(513)
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						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)						—
Adjusted EBITDA						$	516					$	1,092					$	1,048					$	2,769

Constant Currency

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

Free Cash Flow

We define free cash flow as net cash flows from operating activities less capital expenditures. The following table presents a reconciliation of free cash flow to the most directly comparable GAAP financial measure for each of the periods indicated:

						Nine Months Ended September 30,
(In millions)						2022						2023
Free cash flow reconciliation:
Net cash provided by operating activities (1)						$	886					$	2,762
Purchases of property and equipment						(193)						(168)
Free cash flow (1)						$	693					$	2,594

(1) Net cash provided by operating activities and free cash flow during the nine months ended September 30, 2023 reflected a £493 million (approximately $622 million) cash outflow related to the payment of an HMRC VAT assessment during the third quarter of 2023. For additional information on this matter, refer to Note 12 – Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q as well as the section titled “Liquidity and Capital Resources.”

Liquidity and Capital Resources

						Nine Months Ended September 30,
(In millions)						2022						2023
Net cash provided by operating activities						$	886					$	2,762
Net cash provided by (used in) investing activities						132						(2,407)
Net cash provided by (used in) financing activities						104						(141)

Operating Activities

Net cash provided by operating activities was $2.8 billion for the nine months ended September 30, 2023, primarily consisting of $456 million of net income, adjusted for certain non-cash items, which includes: $1.5 billion of stock-based compensation expense; $620 million depreciation and amortization expense; $77 million in impairment of goodwill, long-lived assets and other assets; and a $74 million loss from sale of investment, partially offset by $610 million in unrealized gains from equity securities. In addition, cash consumed by working capital decreased by $496 million. The decrease in cash consumed by working capital was primarily driven by an increase in our accrued insurance reserves and a decrease in accounts receivable, partially offset by a decrease in accrued expenses and other current liabilities and increase in prepaid expenses and other assets. In addition, net cash provided by operating activities reflects a cash outflow of £493 million (approximately $622 million) related to the payment of an HMRC VAT assessment during the third quarter of 2023. For additional information on this matter, refer to Note 12 – Commitments and Contingencies in the notes to condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Net cash provided by operating activities was $886 million for the nine months ended September 30, 2022, primarily consisting of $9.7 billion of net loss, adjusted for certain non-cash items, which primarily included $7.8 billion in unrealized losses from equity securities, $1.3 billion of stock-based compensation expense and $724 million depreciation and amortization as well as a $999 million decrease in cash consumed by working capital primarily driven by an increase in our accrued expenses and other current liabilities as well as insurance reserves.

Investing Activities

Net cash used in investing activities was $2.4 billion for the nine months ended September 30, 2023, primarily consisting purchases of marketable securities of $5.9 billion, and $168 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $3.0 billion and $721 million proceeds from the sale of an equity method investment.

Net cash provided by investing activities was $132 million for the nine months ended September 30, 2022, primarily consisting of proceeds from maturities and sales of marketable securities of $376 million, partially offset by $193 million in purchases of property and equipment and $59 million in acquisition of business, net of cash acquired.

Financing Activities

Net cash used in financing activities was $141 million for the nine months ended September 30, 2023, primarily consisting of $118 million of principal payments of finance leases, $25 million principal payments on Careem Notes and a $16 million net cash outflow related to our 2030 Refinanced Term Loans, comprised of (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 total outflow was offset by $85 million in proceeds from the issuance of common stock under the Employee Stock Purchase Plan. For additional information on our 2030 Refinanced Term Loans, see Note 6 – Long-Term Debt and Revolving Credit Arrangements in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net cash provided by financing activities was $104 million for the nine months ended September 30, 2022, primarily consisting of proceeds from sale of subsidiary stock units of $255 million, partially offset by $147 million of principal payments on finance leases.

Other Information

As of September 30, 2023, $2.7 billion of our $4.4 billion in cash and cash equivalents was held by our foreign subsidiaries. Cash held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. Repatriation of funds may result in immaterial tax liabilities. We believe that our existing cash balance in the United States is sufficient to fund our working capital needs in the United States. We are in compliance with our debt and line of credit covenants as of September 30, 2023, including by meeting our reporting obligations. We also believe that our sources of

funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, collateral requirements, potential acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months. We intend to continue to evaluate and may, in certain circumstances, take preemptive action to preserve liquidity.

Non-Income Tax Matters

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.

Commitments

We have non-cancelable commitments which primarily relate to network and cloud services and other items in the ordinary course of business. These amounts are determined based on the non-cancelable quantities to which we are contractually obligated. As of September 30, 2023, there have been no material changes outside the ordinary course of business to the contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Critical Accounting Estimates

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

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

Recent Accounting Pronouncements

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