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 2023 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 sought an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

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 11 – 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 Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Financial and Operational Highlights

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change						% Change (Constant Currency (1)****)
Monthly Active Platform Consumers (“MAPCs”) (2)						130						149						15		%
Trips (2)						2,124						2,572						21		%
Gross Bookings (2)						$	31,408					$	37,651					20		%				21		%
Revenue						$	8,823					$	10,131					15		%				15		%
Income (loss) from operations						$	(262)					$	172					**
Net loss attributable to Uber Technologies, Inc.						$	(157)					$	(654)					**
Adjusted EBITDA (1), (2)						$	761					$	1,382					82		%
Net cash provided by operating activities						$	606					$	1,416					134		%
Free cash flow (1)						$	549					$	1,359					148		%

(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.

** Percentage not meaningful.

Highlights for the First Quarter 2024

In the first quarter of 2024, our MAPCs were 149 million, growing 15% compared to the same period in 2023.

Overall Gross Bookings increased to $37.7 billion in the first quarter of 2024, up 20%, or 21% on a constant currency basis, compared to the same period in 2023. Mobility Gross Bookings grew 26% year-over-year, on a constant currency basis primarily due to an increase in Trip volumes. Delivery Gross Bookings grew 17% year-over-year, on a constant currency basis, primarily driven by an increase in delivery orders and higher basket sizes. Freight Gross Bookings decreased 9% year-over-year, on a constant currency basis, due to lower revenue per load as a result of the challenging freight market cycle.

Revenue was $10.1 billion, up 15% year-over-year, primarily attributable to an increase in Gross Bookings of 20%. 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 $328 million and $414 million across Mobility and Delivery, respectively.

Net loss attributable to Uber Technologies, Inc. was $654 million, which includes the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net of $721 million primarily related to a $505 million unrealized loss on our Aurora investment, a $123 million unrealized loss on our Grab investment, and a $69 million unrealized loss on our Didi investment.

Adjusted EBITDA was $1.4 billion, up $621 million compared to the same period in 2023. Mobility Adjusted EBITDA profit was $1.5 billion, up $419 million compared to the same period in 2023. Delivery Adjusted EBITDA profit was $528 million, up $240 million compared to the same period in 2023. These increases were partially offset by a $40 million increase in Corporate G&A and Platform R&D costs, year-over-year.

We ended the quarter with $5.8 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, grocery or other 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 year ended December 31, 2023, we implemented a business model change in certain major 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” as well as “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, 2023 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 costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for Mobility and Delivery services and pay Drivers and Couriers for services, certain insurance costs related to our Mobility and Delivery offerings, costs incurred with Carriers for Uber Freight transportation services, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, and amounts related to fare chargebacks and other credit card losses.

We expect that cost of revenue, exclusive of depreciation and amortization, will fluctuate on an absolute dollar basis for the foreseeable future in line with Trip volume changes on the platform.

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 vary from period to period on an absolute dollar basis, 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 advertising costs, product marketing costs, consumer discounts, promotions, credits and refunds provided to end-users who are not customers, compensation costs, including stock-based compensation to sales and marketing employees, 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 year ended December 31, 2023, we implemented a business model change in certain major 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 also 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 on an absolute dollar basis 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-related accruals and expenses.

We would expect general and administrative expenses to vary from period to period on an absolute dollar basis, 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 5 – 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 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.

• 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.

• 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.

Based on available evidence, management believes it is not more-likely-than-not that the net U.S., Netherlands, and other non-material jurisdictions’ deferred tax assets will be fully realizable. In these jurisdictions, we have recorded a valuation allowance against net deferred tax assets. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, excess tax benefits related to stock-based compensation, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies.

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, the ability to successfully execute our business plans, and the amount of stock-based compensation tax deductions available in the future.

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

In addition, the Organisation for Economic Co-operation and Development (“OECD”) has led international efforts among approximately 140 countries and taxing jurisdictions to propose and implement changes to numerous long-standing tax principles, including a framework that imposes a minimum tax rate of 15% in each taxing jurisdiction. Under this guidance, we will be required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under these rules is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation of these rules by individual countries and the potential impact on our business. We expect the provisions effective in 2024 to have an insignificant impact on our tax obligations for 2024.

Income (Loss) from Equity Method Investments

Income (loss) from equity method investments primarily includes the results of our share of income or loss from our equity method investments.

Results of Operations

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

						Three Months Ended March 31,
						2023						2024
Revenue						$	8,823					$	10,131
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below						5,259						6,168
Operations and support						640						685
Sales and marketing						1,262						917
Research and development						775						790
General and administrative						942						1,209
Depreciation and amortization						207						190
Total costs and expenses						9,085						9,959
Income (loss) from operations						(262)						172
Interest expense						(168)						(124)
Other income (expense), net						292						(678)
Loss before income taxes and income (loss) from equity method investments						(138)						(630)
Provision for income taxes						55						29
Income (loss) from equity method investments						36						(4)
Net loss including non-controlling interests						(157)						(663)
Less: net loss attributable to non-controlling interests, net of tax						—						(9)
Net loss attributable to Uber Technologies, Inc.						$	(157)					$	(654)

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 March 31,
						2023						2024
Revenue						100		%				100		%
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below						60		%				61		%
Operations and support						7		%				7		%
Sales and marketing						14		%				9		%
Research and development						9		%				8		%
General and administrative						11		%				12		%
Depreciation and amortization						2		%				2		%
Total costs and expenses						103		%				98		%
Income (loss) from operations						(3)		%				2		%
Interest expense						(2)		%				(1)		%
Other income (expense), net						3		%				(7)		%
Loss before income taxes and income (loss) from equity method investments						(2)		%				(6)		%
Provision for income taxes						1		%				—		%
Income (loss) from equity method investments						—		%				—		%
Net loss including non-controlling interests						(2)		%				(7)		%
Less: net loss attributable to non-controlling interests, net of tax						—		%				—		%
Net loss attributable to Uber Technologies, Inc.						(2)		%				(6)		%

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

The following discussion and analysis is for the three months ended March 31, 2024 compared to the same period in 2023.

Revenue

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Revenue						$	8,823					$	10,131					15		%

Revenue increased $1.3 billion, or 15%, primarily attributable to an increase in Gross Bookings of 20%. 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 $328 million and $414 million across Mobility and Delivery, respectively.

Cost of Revenue, Exclusive of Depreciation and Amortization

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Cost of revenue, exclusive of depreciation and amortization						$	5,259					$	6,168					17		%
Percentage of revenue						60		%				61		%

Cost of revenue, exclusive of depreciation and amortization, increased $909 million, or 17%, mainly due to a $337 million increase in insurance expense primarily due to an increase in miles driven in our Mobility business, a $329 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, and a $178 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 in certain markets.

Operations and Support

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Operations and support						$	640					$	685					7		%
Percentage of revenue						7		%				7		%

Operations and support expenses increased $45 million, or 7%, primarily attributable to a $29 million increase in stock-based compensation, a $16 million increase in employee headcount costs, and a $7 million increase in external contractor expenses, partially offset by a $11 million decrease in driver background check costs.

Sales and Marketing

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Sales and marketing						$	1,262					$	917					(27)		%
Percentage of revenue						14		%				9		%

Sales and marketing expenses decreased $345 million, or 27%, primarily attributable to a $335 million decrease in consumer discounts, promotions, credits and refunds to $306 million compared to $641 million in the same period in 2023. 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 $742 million, partially offset by a $407 million increase in consumer discounts, promotions, credits and refunds spend globally.

Research and Development

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Research and development						$	775					$	790					2		%
Percentage of revenue						9		%				8		%

Research and development expenses increased $15 million, or 2%, primarily attributable to a $9 million increase stock-based compensation and an $8 million increase in employee headcount costs.

General and Administrative

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
General and administrative						$	942					$	1,209					28		%
Percentage of revenue						11		%				12		%

General and administrative expenses increased $267 million, or 28%, primarily attributable to a $303 million increase in legal-related accruals and expenses, partially offset by a $45 million decrease in employee headcount costs.

Depreciation and Amortization

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Depreciation and amortization						$	207					$	190					(8)		%
Percentage of revenue						2		%				2		%

Depreciation and amortization expenses decreased $17 million, or 8%, primarily attributable to a $21 million decrease in amortization expenses due to various acquired intangible assets becoming fully amortized in 2023.

Interest Expense

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Interest expense						$	(168)					$	(124)					(26)		%
Percentage of revenue						(2)		%				(1)		%

Interest expense decreased by an immaterial amount.

Other Income (Expense), Net

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Interest income						$	87					$	159					83		%
Foreign currency exchange gains (losses), net						(94)						(164)						(74)		%
Unrealized gain (loss) on debt and equity securities, net						320						(721)						**
Other, net						(21)						48						**
Other income (expense), net						$	292					$	(678)					**
Percentage of revenue						3		%				(7)		%

** Percentage not meaningful.

Interest income increased by $72 million primarily attributable to a larger investment portfolio and higher yields compared to the same period in 2023.

Unrealized gain (loss) on debt and equity securities, net decreased by $1.0 billion primarily due to changes in the fair value of our equity securities. In the first quarter of 2023, unrealized gain on debt and equity securities, net, primarily includes: a $357 million unrealized gain on our Didi investment and a $54 million unrealized gain on our Aurora investment, partially offset by a $113 million unrealized loss on our Grab investment.

In the first quarter of 2024, unrealized loss on debt and equity securities, net, primarily includes: a $505 million unrealized loss on our Aurora investment, a $123 million unrealized loss on our Grab investment, and a $69 million unrealized loss 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 Income Taxes

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Provision for income taxes						$	55					$	29					(47)		%
Effective tax rate						(40)		%				(5)		%

Provision for income taxes decreased by $26 million primarily due to the deferred U.S. tax impact related to our investment in Aurora.

Income (loss) from Equity Method Investments

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Income (loss) from equity method investments						$	36					$	(4)					**
Percentage of revenue						—		%				—		%

** Percentage not meaningful.

Income (loss) from equity method investments decreased by an immaterial amount.

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 10 – 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 March 31,
(In millions, except percentages)						2023						2024						% Change
Mobility						$	4,330					$	5,633					30		%
Delivery						3,093						3,214						4		%
Freight						1,400						1,284						(8)		%
Total revenue						$	8,823					$	10,131					15		%

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 10 – 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 March 31,
(In millions, except percentages)						2023						2024						% Change
Mobility						$	1,060					$	1,479					40		%
Delivery						288						528						83		%
Freight						(23)						(21)						9		%
Corporate G&A and Platform R&D (1)						(564)						(604)						(7)		%
Adjusted EBITDA (2)						$	761					$	1,382					82		%

(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.

Mobility Segment

For the three months ended March 31, 2024 compared to the same period in 2023, Mobility revenue increased $1.3 billion, or 30%, and Mobility Adjusted EBITDA profit increased $419 million, or 40%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings of 25%, 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 $328 million.

Mobility Adjusted EBITDA profit increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $337 million increase in insurance expense primarily due to an increase in miles driven and a $329 million increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization.

Delivery Segment

For the three months ended March 31, 2024 compared to the same period in 2023, Delivery revenue increased $121 million, or 4%, and Delivery Adjusted EBITDA profit increased $240 million, or 83%.

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 $414 million.

Delivery Adjusted EBITDA profit increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $178 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization and a $68 million increase in insurance expense primarily due to an increase in miles driven.

Freight Segment

For the three months ended March 31, 2024 compared to the same period in 2023, Freight revenue decreased $116 million, or 8%, and Freight Adjusted EBITDA increased $2 million**, or** 9%****.

Freight revenue decreased primarily attributable to a decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle.

Freight Adjusted EBITDA loss decreased primarily attributable to a $108 million decrease in Freight Carrier payments recorded in cost of revenue, exclusive of depreciation and amortization, partially offset by a $116 million decrease in Freight revenue.

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.

						Q2 2022						Q3 2022						Q4 2022						Q1 2023						Q2 2023						Q3 2023						Q4 2023						Q1 2024
Mobility						$	13,364					$	13,684					$	14,894					$	14,981					$	16,728					$	17,903					$	19,285					$	18,670
Delivery						13,876						13,684						14,315						15,026						15,595						16,094						17,011						17,699
Freight						1,838						1,751						1,540						1,401						1,278						1,284						1,279						1,282

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

						Three Months Ended March 31,
(In millions, except percentages)						2023						2024						% Change
Adjusted EBITDA						$	761					$	1,382					82		%

Three Months Ended March 31, 2024 Compared with the Same Period in 2023

Adjusted EBITDA profit was $1.4 billion, improving $621 million from an Adjusted EBITDA profit of $761 million from the same period in 2023. The improvement was primarily attributable to a $419 million increase in Mobility Adjusted EBITDA profit and a $240 million improvement in Delivery Adjusted EBITDA profit, partially offset by a $40 million increase in Corporate G&A and Platform R&D costs.

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 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 March 31,
(In millions)						2023						2024
Adjusted EBITDA reconciliation:
Net loss attributable to Uber Technologies, Inc.						$	(157)					$	(654)
Add (deduct):
Net loss attributable to non-controlling interests, net of tax						—						(9)
Provision for income taxes						55						29
(Income) loss from equity method investments						(36)						4
Interest expense						168						124
Other (income) expense, net						(292)						678
Income (loss) from operations						(262)						172
Add (deduct):
Depreciation and amortization						207						190
Stock-based compensation expense						470						484
Legal, tax, and regulatory reserve changes and settlements						250						527
Goodwill and asset impairments/loss on sale of assets						67						(3)
Acquisition, financing and divestitures related expenses						8						5
Gain on lease arrangement, net						(1)						—
Restructuring and related charges						22						7
Adjusted EBITDA						$	761					$	1,382

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:

						Three Months Ended March 31,
(In millions)						2023						2024
Free cash flow reconciliation:
Net cash provided by operating activities						$	606					$	1,416
Purchases of property and equipment						(57)						(57)
Free cash flow						$	549					$	1,359

Liquidity and Capital Resources

						Three Months Ended March 31,
(In millions)						2023						2024
Net cash provided by operating activities						$	606					$	1,416
Net cash used in investing activities						(399)						(242)
Net cash used in financing activities						(107)						(100)

Operating Activities

Net cash provided by operating activities was $1.4 billion for the three months ended March 31, 2024, primarily consisting of $663 million of net loss, adjusted for certain non-cash items, which primarily included: $721 million in unrealized losses on debt and equity securities, net; $484 million of stock-based compensation expense; and $194 million of depreciation and amortization expense. In addition, cash consumed by working capital decreased by $575 million. The decrease in cash consumed by working capital was primarily driven by an increase in our accrued insurance reserves and accrued expenses and other liabilities, partially offset by an increase in accounts receivable and prepaid expenses and other assets.

Net cash provided by operating activities was $606 million for the three months ended March 31, 2023, primarily consisting of $157 million of net loss, adjusted for certain non-cash items, which primarily included: $470 million of stock-based compensation expense; $320 million in unrealized gains on debt and equity securities, net; and $207 million of depreciation and amortization expense as well as a $258 million decrease in cash consumed by working capital. 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.

Investing Activities

Net cash used in investing activities was $242 million for the three months ended March 31, 2024, primarily consisting of purchases of marketable securities of $2.0 billion, purchases of non-marketable equity securities of $174 million, and $57 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $2.0 billion.

Net cash used in investing activities was $399 million for the three months ended March 31, 2023, primarily consisting of purchases of marketable securities of $846 million, and $57 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $500 million.

Financing Activities

Net cash used in financing activities was $100 million for the three months ended March 31, 2024, primarily consisting of $42 million of principal payments of finance leases.

Net cash used in financing activities was $107 million for the three months ended March 31, 2023, primarily consisting of $40 million of principal payments of finance leases 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. For additional information on our 2030 Refinanced Term Loans, see Note 5 – 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 Information

As of March 31, 2024, $2.6 billion of our $5.0 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 March 31, 2024, 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

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.

We have received multiple assessments from the HMRC disputing our application of VAT Order 1987 application for the period of March 2022 to September 2023, totaling approximately $981 million (£781 million) for unpaid VAT. Uber paid the assessments in order to proceed with the appeal process. 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 March 31, 2024, 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, 2023.

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.