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

75K characters. Original on sec.gov · Markdown

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 2024 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 9 – 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, 2024.

Financial and Operational Highlights

Three Months Ended March 31,
(In millions, except percentages)20242025% Change% Change (Constant Currency (1)****)
Monthly Active Platform Consumers (“MAPCs”) (2)14917014%
Trips (2)2,5723,03618%
Gross Bookings (2)$37,651$42,81814%18%
Revenue$10,131$11,53314%17%
Income from operations$172$1,228**
Net income (loss) attributable to Uber Technologies, Inc.$(654)$1,776**
Adjusted EBITDA (1)$1,382$1,86835%
Net cash provided by operating activities$1,416$2,32464%
Free cash flow (1)$1,359$2,25066%

(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” for more information.

** Percentage not meaningful.

Highlights for the First Quarter 2025

In the first quarter of 2025, our MAPCs were 170 million, growing 14% compared to the same period in 2024.

Overall Gross Bookings increased to $42.8 billion in the first quarter of 2025, up 14%, or 18% on a constant currency basis, compared to the same period in 2024. Mobility Gross Bookings grew 20% year-over-year, on a constant currency basis primarily due to an increase in Mobility Trip volumes. Delivery Gross Bookings grew 18% year-over-year, on a constant currency basis, primarily driven by an increase in Delivery Trip volumes. Freight Gross Bookings decreased 1% year-over-year, on a constant currency basis.

Revenue was $11.5 billion, up 14% year-over-year, primarily attributable to an increase in Gross Bookings of 14%. The increase in Gross Bookings was primarily driven by an increase in Mobility and Delivery Trip volumes.

Net income attributable to Uber Technologies, Inc. was $1.8 billion, which includes the favorable impact of a pre-tax unrealized gain on debt and equity securities, net of $51 million primarily related to changes in the fair value of our equity securities, including: a $155 million unrealized gain on our Didi investment, a $137 million unrealized gain on our Aurora investment, partially offset by a $102 million unrealized loss on our Grab investment, and a $139 million net unrealized loss on our other investments.

Adjusted EBITDA was $1.9 billion, up $486 million compared to the same period in 2024. Mobility Adjusted EBITDA was $1.8 billion, up $274 million compared to the same period in 2024. Delivery Adjusted EBITDA was $763 million, up $235 million compared to the same period in 2024. These increases were partially offset by a $37 million increase in Corporate G&A and Platform R&D costs, year-over-year.

We ended the quarter with $6.0 billion in unrestricted cash, cash equivalents, and short-term investments.

Share Repurchase Program

In January 2025, we announced that we entered into an accelerated share repurchase (“ASR”) agreement with a large financial institution to repurchase $1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program. The transactions under the ASR agreement were completed during the first quarter of 2025. For additional information, see Note 5 – Stockholders' Equity in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Components of Results of Operations

Revenue

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

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, 2024, and Note 8 – 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.

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 primarily driven by 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.

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 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. General and administrative expenses as a percentage of revenue may vary from period to period as a percentage of revenue due to the variability of legal and regulatory-related expenses.

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, furniture and 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 amortization of debt discount and issuance costs. For additional detail related to our debt obligations, see Note 3 – Long-Term Debt and 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.

  • 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.

We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized.

Based on available evidence, we continue to maintain a valuation allowance against the California R&D credits, as we believe it is not more-likely-than-not to be realized, as we expect R&D tax credit generation to exceed our ability to use these credits in future periods.

Furthermore, based on available evidence, we believe it is more-likely-than-not that the Netherlands’ net deferred tax assets will not be fully realizable. We will continue to maintain a valuation allowance against these net deferred tax assets. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction.

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 Netherlands within the next 12 months. However, our judgment regarding future earnings and the exact timing and amount of any valuation allowance release is subject to change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. 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.

The Inflation Reduction Act Corporate Alternative Minimum Tax ("CAMT"), which is a minimum tax calculated by reference to financial statement income, does not apply to the Company in 2025. We could be subject to the CAMT in future years, which would require us to make minimum cash tax payments.

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 2025 to have an insignificant impact on our tax obligations for 2025.

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,
20242025
Revenue$10,131$11,533
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below6,1686,937
Operations and support685668
Sales and marketing9171,057
Research and development790815
General and administrative1,209657
Depreciation and amortization190171
Total costs and expenses9,95910,305
Income from operations1721,228
Interest expense(124)(105)
Other income (expense), net(678)262
Income (loss) before income taxes and loss from equity method investments(630)1,385
Provision for (benefit from) income taxes29(402)
Loss from equity method investments(4)(13)
Net income (loss) including non-controlling interests(663)1,774
Less: net loss attributable to non-controlling interests, net of tax(9)(2)
Net income (loss) attributable to Uber Technologies, Inc.$(654)$1,776

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,
20242025
Revenue100%100%
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below61%60%
Operations and support7%6%
Sales and marketing9%9%
Research and development8%7%
General and administrative12%6%
Depreciation and amortization2%1%
Total costs and expenses98%89%
Income from operations2%11%
Interest expense(1)%(1)%
Other income (expense), net(7)%2%
Income (loss) before income taxes and loss from equity method investments(6)%12%
Provision for (benefit from) income taxes—%(3)%
Loss from equity method investments—%—%
Net income (loss) including non-controlling interests(7)%15%
Less: net loss attributable to non-controlling interests, net of tax—%—%
Net income (loss) attributable to Uber Technologies, Inc.(6)%15%

(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, 2025 compared to the same period in 2024.

Revenue

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Revenue$10,131$11,53314%

Revenue increased $1.4 billion, or 14%, primarily attributable to an increase in Gross Bookings of 14%. The increase in Gross Bookings was primarily driven by an increase in Mobility and Delivery Trip volumes.

Cost of Revenue, Exclusive of Depreciation and Amortization

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Cost of revenue, exclusive of depreciation and amortization$6,168$6,93712%
Percentage of revenue61%60%

Cost of revenue, exclusive of depreciation and amortization, increased $769 million, or 12%, mainly due to a $238 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 in certain markets, a $197 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven in our Mobility business, 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, and a $54 million increase in credit card processing costs, as a result of increased Gross Bookings.

Operations and Support

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Operations and support$685$668(2)%
Percentage of revenue7%6%

Operations and support expenses decreased $17 million, or 2%, primarily attributable to a decrease in stock-based compensation.

Sales and Marketing

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Sales and marketing$917$1,05715%
Percentage of revenue9%9%

Sales and marketing expenses increased $140 million, or 15%, primarily attributable to a $65 million increase in consumer discounts, promotions, credits and refunds to $371 million compared to $306 million in the same period in 2024, a $46 million increase in indirect advertising and marketing, and a $23 million increase in employee headcount costs.

Research and Development

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Research and development$790$8153%
Percentage of revenue8%7%

Research and development expenses increased $25 million, or 3%, primarily attributable to a $63 million increase in employee headcount costs, partially offset by a $35 million decrease in stock-based compensation.

General and Administrative

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
General and administrative$1,209$657(46)%
Percentage of revenue12%6%

General and administrative expenses decreased $552 million, or 46%, primarily attributable to a decrease in legal-related accruals and expenses.

Depreciation and Amortization

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Depreciation and amortization$190$171(10)%
Percentage of revenue2%1%

Depreciation and amortization expenses decreased $19 million, or 10%, primarily attributable to various acquired intangible assets becoming fully amortized during the period.

Interest Expense

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Interest expense$(124)$(105)(15)%
Percentage of revenue(1)%(1)%

Interest expense decreased $19 million, or 15% primarily attributable to debt refinancing activities in the second half of 2024.

Other Income (Expense), Net

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Interest income$159$1696%
Foreign currency exchange gains (losses), net(164)50**
Unrealized gain (loss) on debt and equity securities, net(721)51**
Other, net48(8)**
Other income (expense), net$(678)$262**
Percentage of revenue(7)%2%

** Percentage not meaningful.

Unrealized gain (loss) on debt and equity securities, net increased by $772 million primarily due to changes in the fair value of our equity securities. During the three months ended March 31, 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.

During the three months ended March 31, 2025, unrealized gain on debt and equity securities, net, primarily includes: a $155 million unrealized gain on our Didi investment, a $137 million unrealized gain on our Aurora investment, partially offset by a $102 million unrealized loss on our Grab investment, and a $139 million net unrealized loss on our other investments. For additional information, refer to Note 2 – 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)20242025% Change
Provision for (benefit from) income taxes$29$(402)**
Effective tax rate(5)%(29)%

** Percentage not meaningful.

The change in our income tax provision is a result of the release of our valuation allowance of certain U.S. federal and state deferred tax assets in the fourth quarter of 2024.

Loss from Equity Method Investments

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Loss from equity method investments$(4)$(13)(225)%
Percentage of revenue—%—%

The change in loss from equity method investments was 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 8 – 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)20242025% Change
Mobility$5,633$6,49615%
Delivery3,2143,77718%
Freight1,2841,260(2)%
Total revenue$10,131$11,53314%

Segment Adjusted EBITDA

Three Months Ended March 31,
(In millions, except percentages)20242025% Change
Mobility$1,479$1,75319%
Delivery52876345%
Freight(21)(7)67%
Corporate G&A and Platform R&D (1)(604)(641)(6)%
Adjusted EBITDA (2)$1,382$1,86835%

(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, 2025 compared to the same period in 2024, Mobility revenue increased $863 million, or 15%, and Mobility Adjusted EBITDA increased $274 million, or 19%.

Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings of 13%, driven by an increase in Trip volumes.

Mobility Adjusted EBITDA increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $238 million increase in Driver payments and incentives recorded in Mobility Platform Participant direct transaction costs, a $197 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven, a $60 million increase in network costs, a $38 million increase in credit card processing costs as a result of increased Gross Bookings, and a $19 million increase in employee headcount costs, recorded in Mobility other expense.

Delivery Segment

For the three months ended March 31, 2025 compared to the same period in 2024, Delivery revenue increased $563 million, or 18%, and Delivery Adjusted EBITDA increased $235 million, or 45%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 15%, driven by an increase in Trip volumes, and a $124 million increase in advertising revenue.

Delivery Adjusted EBITDA increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $178 million increase in Courier payments and incentives recorded in Delivery Platform Participant direct transaction costs, a $48 million increase in employee headcount costs, a $42 million increase in indirect advertising and marketing, a $17 million increase in insurance expense primarily due to an increase in miles driven, and a $15 million increase in credit card processing costs as a result of increased Gross Bookings, recorded in Delivery other expense.

Freight Segment

For the three months ended March 31, 2025 compared to the same period in 2024, Freight revenue decreased $24 million, or 2%****, and Freight Adjusted EBITDA improved $14 million**, or** 67%****.

Freight revenue decreased primarily attributable to a 2% decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle.

Freight Adjusted EBITDA improved primarily attributable to a $24 million decrease in Freight Carrier payments recorded in Freight Platform Participant direct transaction costs and a $13 million decrease in Freight other expenses, partially offset by a $24 million decrease in revenue.

Certain Key Metrics

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.

981

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.

1337

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, and 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.

1799

Q2 2023Q3 2023Q4 2023Q1 2024Q2 2024Q3 2024Q4 2024Q1 2025
Mobility$16,728$17,903$19,285$18,670$20,554$21,002$22,798$21,182
Delivery15,59516,09417,01117,69918,12618,66320,12620,377
Freight1,2781,2841,2791,2821,2721,3081,2731,259

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 March 31,
(In millions)20242025
Adjusted EBITDA reconciliation:
Net income (loss) attributable to Uber Technologies, Inc.$(654)$1,776
Add (deduct):
Net loss attributable to non-controlling interests, net of tax(9)(2)
Loss from equity method investments413
Provision for (benefit from) income taxes29(402)
Other (income) expense, net678(262)
Interest expense124105
Income from operations1721,228
Add (deduct):
Depreciation and amortization190171
Stock-based compensation expense484435
Legal, tax, and regulatory reserve changes and settlements52728
Goodwill and asset impairments/loss on sale of assets(3)—
Acquisition, financing and divestitures related expenses53
Loss on lease arrangement, net—2
Restructuring and related charges71
Adjusted EBITDA$1,382$1,868

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)20242025
Free cash flow reconciliation:
Net cash provided by operating activities$1,416$2,324
Purchases of property and equipment(57)(74)
Free cash flow$1,359$2,250

Liquidity and Capital Resources

Three Months Ended March 31,
(In millions)20242025
Net cash provided by operating activities$1,416$2,324
Net cash used in investing activities(242)(542)
Net cash used in financing activities(100)(1,862)

Operating Activities

Net cash provided by operating activities was $2.3 billion for the three months ended March 31, 2025, primarily consisting of $1.8 billion of net income, adjusted for certain non-cash items, which primarily includes: $435 million of stock-based compensation expense; $412 million of deferred income taxes; $178 million of depreciation and amortization expense; $51 million in unrealized gains on debt and equity securities, net, as well as a $478 million increase in cash from working capital. The increase in cash from working capital was primarily driven by an increase in our accrued insurance reserves primarily due to liabilities recorded during the period exceeding claims paid out, and accrued expenses and other liabilities, partially offset by an increase in accounts receivable and prepaid expenses and other assets primarily due to tax matters recorded as a receivable in other assets described in the “Non-Income Tax Matters” section below.

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; $194 million of depreciation and amortization expense, as well as a $575 million increase in cash from working capital. The increase in cash from working capital was primarily driven by an increase in our accrued insurance reserves primarily due to liabilities recorded during the period exceeding claims paid out, and accrued expenses and other liabilities, partially offset by an increase in accounts receivable and prepaid expenses and other assets primarily due to tax matters recorded as a receivable in other assets described in the “Non-Income Tax Matters” section below.

Investing Activities

Net cash used in investing activities was $542 million for the three months ended March 31, 2025, primarily consisting of purchases of marketable securities of $2.5 billion, purchases of non-marketable equity securities of $179 million, and $74 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $2.4 billion.

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.

Financing Activities

Net cash used in financing activities was $1.9 billion for the three months ended March 31, 2025, primarily consisting of $1.8 billion in repurchases of common stock and $47 million of principal payments on finance leases.

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 on finance leases.

Other Information

As of March 31, 2025, $2.7 billion of our $5.1 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, 2025, 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.

Share Repurchase Program

In February 2024, our board of directors authorized the repurchase of up to $7.0 billion in shares of our outstanding common stock (the “Share Repurchase Program”). The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases and accelerated share repurchases. The exact number of shares to be repurchased by us, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

In January 2025, we announced that we entered into an accelerated share repurchase (“ASR”) agreement with a large financial institution to repurchase $1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program. The transactions under the ASR agreement were completed during the first quarter of 2025.

As of March 31, 2025, we had approximately $4.0 billion available to repurchase shares pursuant to the Share Repurchase Program. For additional information, see Note 5 – Stockholders' Equity in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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.

As of March 31, 2025, we have received multiple assessments from the HMRC disputing our application of VAT Order 1987 for the period of March 2022 to September 2024, totaling approximately $1.8 billion (£1.4 billion) 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 made in 2023 through 2025 are recorded as a receivable in other assets on our condensed consolidated balance sheet 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 this matter. HMRC has expressed their intention to not enforce assessments pending the determination of the appeal of a competitor on a related matter. If payment of future assessments is required, the payments would 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. For additional information, see Note 9 – 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.

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, 2025, 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, 2024.

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.

Previous: Item 1. FINANCIAL STATEMENTS · Next: Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK