Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

As of December 31, 2024As of June 30, 2025
Assets
Cash and cash equivalents$5,893$6,438
Short-term investments1,084932
Restricted cash and cash equivalents5451,191
Accounts receivable, net of allowance of $95 and $101, respectively3,3333,769
Prepaid expenses and other current assets1,3901,777
Total current assets12,24514,107
Restricted cash and cash equivalents2,1722,038
Restricted investments7,0197,864
Investments8,4608,660
Equity method investments302331
Property and equipment, net1,9521,948
Operating lease right-of-use assets1,1581,153
Intangible assets, net1,1251,187
Goodwill8,0668,907
Deferred tax assets6,1716,524
Other assets2,5743,263
Total assets$51,244$55,982
Liabilities, redeemable non-controlling interests and equity
Accounts payable$858$1,022
Short-term insurance reserves2,7543,107
Operating lease liabilities, current175176
Accrued and other current liabilities7,6898,381
Total current liabilities11,47612,686
Long-term insurance reserves7,0428,183
Long-term debt, net of current portion8,3479,578
Operating lease liabilities, non-current1,4541,438
Other long-term liabilities449467
Total liabilities28,76832,352
Commitments and contingencies (Note 9)
Redeemable non-controlling interests93183
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 2,107,953 and 2,086,768 shares issued and outstanding, respectively——
Additional paid-in capital42,80140,625
Accumulated other comprehensive loss(517)(435)
Accumulated deficit(20,726)(17,592)
Total Uber Technologies, Inc. stockholders' equity21,55822,598
Non-redeemable non-controlling interests825849
Total equity22,38323,447
Total liabilities, redeemable non-controlling interests and equity$51,244$55,982

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
Revenue$10,700$12,651$20,831$24,184
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below6,4887,61112,65614,548
Operations and support6826961,3671,364
Sales and marketing1,1151,2102,0322,267
Research and development7608401,5501,655
General and administrative6866691,8951,326
Depreciation and amortization173175363346
Total costs and expenses9,90411,20119,86321,506
Income from operations7961,4509682,678
Interest expense(139)(108)(263)(213)
Other income (expense), net420162(258)424
Income before income taxes and loss from equity method investments1,0771,5044472,889
Provision for (benefit from) income taxes5714286(260)
Loss from equity method investments(12)(12)(16)(25)
Net income including non-controlling interests1,0081,3503453,124
Less: net loss attributable to non-controlling interests, net of tax(7)(5)(16)(7)
Net income attributable to Uber Technologies, Inc.$1,015$1,355$361$3,131
Net income per share attributable to Uber Technologies, Inc. common stockholders:
Basic$0.49$0.65$0.17$1.50
Diluted$0.47$0.63$0.15$1.46
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic2,092,1802,091,1062,085,3242,091,781
Diluted2,150,0192,125,6282,151,6472,124,181

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
Net income including non-controlling interests$1,008$1,350$345$3,124
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment(41)52(49)83
Change in unrealized loss on investments in available-for-sale debt securities(1)(2)(9)(1)
Other comprehensive income (loss), net of tax(42)50(58)82
Comprehensive income including non-controlling interests9661,4002873,206
Less: comprehensive loss attributable to non-controlling interests(7)(5)(16)(7)
Comprehensive income attributable to Uber Technologies, Inc.$973$1,405$303$3,213

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)

Redeemable Non-Controlling InterestsCommon StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitNon-Redeemable Non-Controlling InterestsTotal Equity
SharesAmount
Balance as of December 31, 2023$6542,071,144$—$42,264$(421)$(30,594)$779$12,028
Exercise of stock options—2,421—18———18
Stock-based compensation———493———493
Issuance of common stock for settlement of RSUs—13,160——————
Shares withheld related to net share settlement—(478)—(36)———(36)
Unrealized loss on investments in available-for-sale debt securities, net of tax————(8)——(8)
Foreign currency translation adjustment(2)———(8)——(8)
Recognition of non-controlling interest upon capital investment19———————
Net income (loss)(20)————(654)11(643)
Other———4———4
Balance as of March 31, 20246512,086,247—42,743(437)(31,248)79011,848
Exercise of stock options—2,760—73———73
Exercise of restricted stock units—469——————
Stock-based compensation———470———470
Issuance of common stock for settlement of RSUs—10,488——————
Issuance of common stock under the Employee Stock Purchase Plan—2,893—103———103
Shares withheld related to net share settlement—(68)—(5)———(5)
Repurchase of common stock—(4,838)—(326)———(326)
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax————(1)——(1)
Foreign currency translation adjustment(1)———(41)——(41)
Net income (loss)(19)————1,015121,027
Other———4———4
Balance as of June 30, 2024$6312,097,951$—$43,062$(479)$(30,233)$802$13,152

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)

Redeemable Non-Controlling InterestsCommon StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitNon-Redeemable Non-Controlling InterestsTotal Equity
SharesAmount
Balance as of December 31, 2024$932,107,953$—$42,801$(517)$(20,726)$825$22,383
Exercise of stock options—657—8———8
Stock-based compensation———448———448
Issuance of common stock for settlement of RSUs—10,293——————
Shares withheld related to net share settlement—(460)—(33)———(33)
Repurchase of common stock—(26,587)—(1,800)———(1,800)
Re-measurement of non-controlling interests18——(18)———(18)
Unrealized gain on investments in available-for-sale debt securities, net of tax————1——1
Foreign currency translation adjustment————31——31
Net income (loss)(18)————1,780121,792
Balance as of March 31, 2025932,091,856—41,406(485)(18,946)83722,812
Exercise of stock options—370—7———7
Stock-based compensation——489———489
Issuance of common stock for settlement of RSUs—8,809——————
Issuance of common stock under the Employee Stock Purchase Plan—2,151—119———119
Shares withheld related to net share settlement—(58)—(5)———(5)
Repurchase of common stock—(16,360)—(1,377)———(1,377)
Re-measurement of non-controlling interests14——(14)———(14)
Redemption of non-controlling interest(39)———————
Recognition of non-controlling interest upon acquisition130———————
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax————(2)——(2)
Foreign currency translation adjustment1———52——52
Net income (loss)(16)————1,354121,366
Balance as of June 30, 2025$1832,086,768$—$40,625$(435)$(17,592)$849$23,447

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Six Months Ended June 30,
20242025
Cash flows from operating activities
Net income including non-controlling interests$345$3,124
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization375359
Stock-based compensation939910
Deferred income taxes(23)(325)
Unrealized (gain) loss on debt and equity securities, net388(34)
Unrealized foreign currency transactions209(152)
Other(87)79
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable(584)(335)
Prepaid expenses and other assets(430)(748)
Operating lease right-of-use assets9389
Accounts payable(24)131
Accrued insurance reserves1,3711,487
Accrued expenses and other liabilities745410
Operating lease liabilities(81)(107)
Net cash provided by operating activities3,2364,888
Cash flows from investing activities
Purchases of property and equipment(156)(163)
Purchases of non-marketable equity securities(232)(191)
Purchases of marketable securities(5,317)(7,635)
Proceeds from maturities and sales of marketable securities3,8517,033
Acquisition of businesses, net of cash acquired—(804)
Other investing activities(64)(243)
Net cash used in investing activities(1,918)(2,003)
Cash flows from financing activities
Issuance of term loan and notes, net of issuance costs—1,127
Principal repayment on term loan and notes(13)—
Principal payments on finance leases(77)(75)
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan103120
Repurchases of common stock(325)(3,148)
Other financing activities21(81)
Net cash used in financing activities(291)(2,057)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents(150)229
Net increase in cash and cash equivalents, and restricted cash and cash equivalents8771,057
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period7,0048,610
End of period$7,881$9,667
Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents$4,497$6,438
Restricted cash and cash equivalents-current7761,191
Restricted cash and cash equivalents-non-current2,6082,038
Total cash and cash equivalents, and restricted cash and cash equivalents$7,881$9,667
Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized$260$187
Income taxes, net of refunds157167

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

UBER TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of Business and Summary of Significant Accounting Policies

Description of Business

Uber Technologies, Inc. (“Uber,” the “Company,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). Uber connects consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connects Riders and other consumers (“Eaters”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers (“Couriers”) for meal preparation, grocery and other delivery services. Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Couriers are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks. Uber uses this same network, technology, operational excellence and product expertise to connect shippers (“Shippers”) with carriers (“Carriers”) in the freight industry. The foundation of our platform is this network of Drivers, Couriers, Merchants, Carriers as well as Riders, Eaters and Shippers (collectively “Platform Participant(s)”). We define Platform Earner(s) as Drivers, Couriers and Merchants as well as Carriers. Uber is also developing technologies designed to provide new solutions to solve everyday problems.

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

Foodpanda Taiwan

In January 2025, the Taiwan Fair Trade Commission issued a decision prohibiting us from acquiring 100% ownership interest in Delivery Hero SE’s Foodpanda delivery business in Taiwan (“Foodpanda Taiwan”). In the fourth quarter of 2024, we recorded an expense of $236 million in other income (expense), net in our consolidated statement of operations for the settlement of a termination fee. In April 2025, we settled the termination fee in cash.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet, as of December 31, 2024, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2024, included in our Annual Report on Form 10-K. The results for the interim periods are not necessarily indicative of results for the full year.

In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive income, cash flows and the change in equity for the periods presented.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025, that have had a material impact on our condensed consolidated financial statements and related notes.

In Note 10 – Variable Interest Entities, certain prior period disclosures related to our unconsolidated variable interest entities (“VIEs”) are presented to conform to the current period presentation. This change had no impact on our previously reported total assets, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

Basis of Consolidation

Our condensed consolidated financial statements include the accounts of Uber Technologies, Inc. and entities consolidated under the variable interest and voting models. All intercompany balances and transactions have been eliminated. Refer to Note 10 – Variable Interest Entities for further information.

Use of Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates estimates, including, but not limited to: fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of amortizable long-lived assets; fair value of acquired intangible assets and related impairment assessments; impairment of goodwill; stock-based compensation; income taxes and non-income tax reserves; certain deferred tax assets and tax liabilities; insurance reserves; and other contingent liabilities. These estimates are inherently subject to judgment and actual results could differ from those estimates.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. The standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and related disclosures.

Note 2 – Investments and Fair Value Measurement

Investments

Our investments on the condensed consolidated balance sheets consisted of the following (in millions):

As of
December 31, 2024June 30, 2025
Classified as short-term investments:
Marketable debt securities (1)**:
U.S. government and agency securities$167$201
Commercial paper220306
Corporate bonds659384
Certificates of deposit3841
Short-term investments$1,084$932
Classified as restricted investments:
Marketable debt securities (1)**:
U.S. government and agency securities$5,552$6,112
Commercial paper17960
Corporate bonds1,2881,678
Asset-backed securities—14
Restricted investments$7,019$7,864
Classified as investments:
Non-marketable equity securities:
Didi$2,602$2,792
Other (2)608778
Marketable equity securities:
Grab2,5292,696
Aurora (3), (4)2,0541,708
Other523540
Note receivable from a related party (2)144146
Investments$8,460$8,660

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

(2) These balances include certain investments recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting for financial instruments.

(3) In connection with Aurora Innovation, Inc. (“Aurora”)’s November 2021 initial public offering, 25% of our initial shares remain subject to lock-up restrictions through November 2025.

(4) In connection with our exchangeable senior notes due in 2028 (the “2028 Exchangeable Senior Notes”), approximately 48% of our Aurora Class A common stocks is pledged as collateral and cannot be sold or transferred during the term of the 2028 Exchangeable Senior Notes until the obligations are fulfilled or the pledged assets are otherwise released under a collateral agreement. Refer to Note 3 – Long-Term Debt and Credit Arrangements for further information.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):

As of December 31, 2024As of June 30, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Financial Assets
Money market funds$1,868$—$—$1,868$434$—$—$434
U.S. government and agency securities—5,848—5,848—6,943—6,943
Commercial paper—702—702—1,306—1,306
Corporate bonds—1,974—1,974—2,064—2,064
Asset-backed securities—————14—14
Certificates of deposit—38—38—41—41
Non-marketable equity securities——1111——1010
Marketable equity securities5,106——5,1064,944——4,944
Note receivable from a related party——144144——146146
Total financial assets$6,974$8,562$155$15,691$5,378$10,368$156$15,902
Financial Liabilities
2028 Exchangeable Senior Notes (1)$—$—$—$—$—$1,224$—$1,224
Total financial liabilities$—$—$—$—$—$1,224$—$1,224

(1) Refer to Note 3 – Long-Term Debt and Credit Arrangements for further information.

During the six months ended June 30, 2025, we did not make any transfers into or out of Level 3 of the fair value hierarchy.

Debt Securities

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our debt securities (in millions):

As of December 31, 2024As of June 30, 2025
Amortized CostUnrealized GainsUnrealized LossesFair ValueAmortized CostUnrealized GainsUnrealized LossesFair Value
U.S. government and agency securities$5,843$7$(2)$5,848$6,941$3$(1)$6,943
Commercial paper702——7021,306——1,306
Corporate bonds1,9751(2)1,9742,0632(1)2,064
Asset-backed securities————14——14
Certificates of deposit38——3841——41
Total$8,558$8$(4)$8,562$10,365$5$(2)$10,368

As of December 31, 2024 and June 30, 2025, there were no allowance for credit losses related to our debt securities. The weighted-average remaining maturity of our debt securities was less than one year as of June 30, 2025.

Derivatives Not Designated as Hedging Instruments

We enter into financial derivative instruments, consisting of foreign currency contracts to mitigate the foreign currency exchange risk of our assets and liabilities denominated in currencies other than the functional currency. We do not use derivatives for trading or speculative purposes. These instruments are recorded on the condensed consolidated balance sheets at fair value and classified within Level 2 of the fair value hierarchy. Gains and losses on the derivative instruments that are not designated as hedging instruments are recognized in other income (expense), net in the condensed consolidated statements of operations. The cash flows associated with our non-designated derivatives are classified in cash flows from investing activities on our condensed consolidated statements of cash flows.

As of June 30, 2025, the fair value of our outstanding derivative assets and liabilities were not material. We did not record any material realized or unrealized gains or losses for our financial derivative instruments during the three and six months ended June 30, 2025.

We have master netting arrangements with certain counterparties to our foreign currency exchange contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. We have elected to present the derivative assets and derivative liabilities on a gross basis on our condensed consolidated balance sheets. As of June 30, 2025, there were no rights of set-off associated with our foreign currency exchange contracts.

The total notional amount of outstanding derivatives not designated as hedging instruments was $2.0 billion as of June 30, 2025.

Assets Measured at Fair Value on a Non-Recurring Basis

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statements of operations. Certain non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the fair value of these securities based on valuation methods, including the common stock equivalent (“CSE”) method and option-pricing model (“OPM”), using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold.

The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions):

As of
December 31, 2024June 30, 2025
Initial cost basis$2,030$2,202
Upward adjustments2,6112,802
Downward adjustments (including impairment)(1,442)(1,444)
Total carrying value at the end of the period$3,199$3,560

Didi Investment

We measure the fair value of our Didi investment based on the closing share price of the Didi American Depositary Shares on the over-the-counter market as an observable transaction for similar securities.

Note 3 – Long-Term Debt and Credit Arrangements

Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages):

As of
December 31, 2024June 30, 2025Stated Interest RatesEffective Interest RatesMaturities
2025 Convertible Notes (1)$1,150$1,1500.00%0.2%December 2025
2028 Convertible Notes1,7251,7250.875%1.1%December 2028
2028 Exchangeable Senior Notes—1,2240.00%0.0%May 2028
2027 Senior Note7007007.50%7.7%September 2027
2028 Senior Note5005006.25%7.0%January 2028
2029 Senior Note1,5001,5004.50%4.7%August 2029
2030 Senior Note1,2501,2504.30%4.5%January 2030
2034 Senior Note1,5001,5004.80%4.9%September 2034
2054 Senior Note1,2501,2505.35%5.4%September 2054
Total debt (2)9,57510,799
Less: unamortized discount and issuance costs(78)(71)
Less: current portion of long-term debt (1)(1,150)(1,150)
Total long-term debt$8,347$9,578

(1) The 2025 Convertible Notes will mature on December 15, 2025, and was classified within accrued and other current liabilities on our condensed consolidated balance sheets.

(2) The total fair value of our outstanding debt was $9.5 billion and $11.6 billion as of December 31, 2024 and June 30, 2025, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Senior Notes

The 2030, 2034 and 2054 senior notes are our unsecured debt obligations. The 2027, 2028 and 2029 senior notes are guaranteed by certain of our material domestic restricted subsidiaries. The 2027, 2028, 2029, 2030, 2034 and 2054 senior notes are collectively referred to as “Senior Notes”. Interest on the Senior Notes is payable semi-annually in arrears. The entire principal amounts of the Senior Notes are due at the respective maturity dates, and we may redeem the Senior Notes at any time, in whole or in part, at specified redemption prices. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of June 30, 2025.

Convertible Notes

2028 Convertible Notes and Capped Call Transactions

In November 2023, we issued $1.73 billion aggregate principal amount of 0.875% convertible senior notes due in 2028 (the “2028 Convertible Notes”). The interest is payable semi-annually in arrears. The indenture governing the 2028 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions (“the Capped Calls”) for approximately $141 million. The Capped Calls have an initial cap price of $95.81 per share and are classified as equity with no subsequent remeasurement.

Holders of the 2028 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2028 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “2028 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2028 Convertible Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of June 30, 2025, none of the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had been met. Therefore, the 2028 Convertible Notes were classified as long-term.

The initial conversion rate is 13.7848 shares of the common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $72.54 per share of the common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Upon conversion of the 2028 Convertible Notes, we must pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.

We may not redeem the notes prior to December 5, 2026. We may redeem for cash all or any portion of the notes, at our option, on or after December 5, 2026, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

2025 Convertible Notes

In December 2020, we issued $1.15 billion aggregate principal amount of 0.00% convertible senior notes due in 2025 (the “2025 Convertible Notes”). The indenture, dated December 11, 2020, governing the 2025 Convertible Notes (the “Base Indenture”) does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

On November 24, 2023, we entered into the first supplemental indenture to the Base Indenture (the “First Supplemental Indenture”), pursuant to which we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Convertible Notes will be no lower than $1,000.

Holders of the 2025 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “2025 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing 2025 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2025 Convertible Notes measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of June 30, 2025, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased, and therefore was classified as accrued and other current liabilities.

The initial conversion rate is 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $80.84 per share of the common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest.

Upon conversion of the 2025 Convertible Notes, we will pay or deliver, as the case may be, cash or a combination of cash and shares of our common stock, at our election. We may redeem for cash all or any portion of the notes, at our option, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

For the three and six months ended June 30, 2024 and 2025, interest expense with respect to our convertible notes, which includes the amortization of debt discount and issuance costs, was immaterial.

2028 Exchangeable Senior Notes

In May 2025, we issued $1.15 billion aggregate principal amount of 0.00% exchangeable senior notes due in 2028 to an investment bank acting as initial purchaser (the “Initial Purchaser”), including the exercise in full by the Initial Purchaser of the 2028 Exchangeable Senior Notes of its option to purchase up to an additional $150 million aggregate principal amount of the 2028 Exchangeable Senior Notes. The 2028 Exchangeable Senior Notes were issued in a private placement to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the Initial Purchaser subsequently resold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended. The 2028 Exchangeable Senior Notes will not bear regular interest, and the principal amount of the notes will not accrete. The 2028 Exchangeable Senior Notes will mature on May 15, 2028, unless earlier exchanged, redeemed or repurchased. Upon exchange of the 2028 Exchangeable Senior Notes, we, at our election, may deliver cash, or, subject to certain conditions, units of reference property (a “unit of reference property), or a combination of cash and units of reference property. Initially, each unit of reference property is comprised of one share of Aurora Class A common stock.

The initial exchange rate is 117.6471 shares of the Aurora Class A common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $8.50 per share of the Aurora Class A common stock. The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events involving the Uber or Aurora that occur prior to the maturity date or if the Uber delivers a notice of redemption, Uber will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its 2028 Exchangeable Senior Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Holders of the 2028 Exchangeable Senior Notes may exchange their notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2028 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the value of a unit of reference property for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price then in effect on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “2028 Exchangeable Senior Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Exchangeable Senior Notes) per $1,000 principal amount of notes for each trading day of the 2028 Exchangeable Senior Notes measurement period was less than 98% of the product of the value of a unit of reference property and the exchange rate on each such trading day; (3) if we call the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after February 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their notes at their option at any time, regardless of the foregoing conditions.

As of June 30, 2025, none of the conditions permitting the holders of the 2028 Exchangeable Senior Notes to exchange their notes early had been met. Therefore, the 2028 Exchangeable Senior Notes were classified as long-term.

We may not redeem the notes prior to May 21, 2027. We may redeem for cash all or any portion of the notes, at our option, on or after May 21, 2027 if the value of a unit of reference property has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Exchangeable Senior Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

The indenture governing the 2028 Exchangeable Senior Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

We have elected to account for the 2028 Exchangeable Senior Notes in its entirety at fair value in our condensed consolidated financial statements due to the readily available market price of identical debt instruments. Changes in the fair value included in earnings are recorded in other income (expense), net within the condensed consolidated statement of operations, and the changes in fair value attributable to instrument-specific credit risk are recognized in other comprehensive income (loss).

Credit Agreement

Our credit agreement (“Credit Agreement”) provides for $5.0 billion in aggregate amount of commitments for senior unsecured revolving loans, which will mature on September 26, 2029, unless otherwise extended in accordance with the terms of the Credit Agreement. Proceeds from any borrowings under the Credit Agreement may be used for general corporate purposes. The Credit Agreement is unsecured and is not guaranteed by any of our subsidiaries. The Credit Agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes. The Credit Agreement also contains customary events of default. As of December 31, 2024 and June 30, 2025, there was no balance outstanding on the Credit Agreement, and we were in compliance with all covenants in the Credit Agreement.

Letters of Credit

For purposes of securing obligations related to leases, insurance contracts, and other contractual obligations, we also maintain agreements for letters of credit. As of December 31, 2024 and June 30, 2025, we had letters of credit outstanding of $1.4 billion and $1.7 billion, respectively, of which the letters of credit that reduced the available credit under the Credit Agreement were $354 million and $342 million, respectively.

Commercial Paper

In June 2025, we established a commercial paper program (the “Program”) under which we may issue unsecured commercial paper notes, not to exceed $2.0 billion outstanding at any time, with maturities of up to 397 days. The commercial paper notes will rank at least pari passu in right of payment with all of our other unsecured and unsubordinated indebtedness except any indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application. We intend to use the net proceeds of the Program for general corporate purposes. As of June 30, 2025, we had no commercial paper notes outstanding.

Note 4 – Supplemental Financial Statement Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were as follows (in millions):

As of
December 31, 2024June 30, 2025
Prepaid expenses$415$423
Other receivables482637
Other493717
Prepaid expenses and other current assets$1,390$1,777

Accrued and Other Current Liabilities

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

As of
December 31, 2024June 30, 2025
Accrued legal, regulatory and non-income taxes$1,533$1,507
Accrued Drivers and Merchants liability1,4212,260
Accrued compensation and employee benefits649480
Income and other tax liabilities751814
Current portion of long-term debt1,1501,150
Other2,1852,170
Accrued and other current liabilities$7,689$8,381

Other Long-Term Liabilities

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

As of
December 31, 2024June 30, 2025
Deferred tax liabilities$9$68
Other440399
Other long-term liabilities$449$467

Other Income (Expense), Net

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

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
Interest income$176$181$335$350
Foreign currency exchange gains (losses), net(83)97(247)147
Unrealized gain (loss) on debt and equity securities, net (1)333(17)(388)34
Other, net(6)(99)42(107)
Other income (expense), net$420$162$(258)$424

(1) During the three months ended June 30, 2024, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $220 million unrealized gain on our Grab investment, and a $178 million unrealized gain on our Didi investment.

During the six months ended June 30, 2024, unrealized loss on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $522 million unrealized loss on our Aurora investment, partially offset by a $109 million gain on our Didi investment and a $96 million gain on our Grab investment.

During the three months ended June 30, 2025, unrealized loss on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $482 million unrealized loss on our Aurora investment, partially offset by a $268 million unrealized gain on our Grab investment, a $110 million unrealized gain on our Joby investment, and an $87 million net unrealized gain on our other investments.

During the six months ended June 30, 2025, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $190 million unrealized gain on our Didi investment, a $166 million unrealized gain on our Grab investment, and a $24 million net unrealized gain on our other investments, partially offset by a $346 million unrealized loss on our Aurora investment.

Note 5 – Stockholders' Equity

Stock Option and SAR Activity

A summary of stock option and SAR activity for the six months ended June 30, 2025 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):

SARs Outstanding Number of SARsOptions Outstanding Number of SharesWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (in years)Aggregate Intrinsic Value
As of December 31, 2024337,198$40.164.90$153
Granted—484$74.44
Exercised(9)(1,029)$14.76
Canceled and forfeited(3)(141)$39.82
As of June 30, 2025216,512$46.775.05$304
Exercisable as of June 30, 2025212,694$26.983.37$180

RSU Activity

The following table summarizes the activity related to our RSUs for the six months ended June 30, 2025 (in thousands, except per share amounts):

Number of SharesWeighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 202466,202$48.49
Granted30,509$74.84
Vested(18,850)$44.95
Canceled and forfeited(4,644)$52.55
Unvested and outstanding as of June 30, 202573,217$60.12

Stock-Based Compensation Expense

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

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
Operations and support$54$59$121$111
Sales and marketing24284552
Research and development277284576548
General and administrative100104197199
Total$455$475$939$910

As of June 30, 2025, there was $4.2 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.90 years.

The income tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation expense were not material during the three and six months ended June 30, 2024 and 2025.

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.

During the first quarter of 2025, we completed an accelerated share repurchase (“ASR”) to repurchase $1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program.

During the three and six months ended June 30, 2025, we repurchased, and subsequently retired, 16.4 million and 42.9 million shares of common stock, respectively, for $1.4 billion and $3.2 billion, respectively, excluding broker commissions and fees. As of June 30, 2025, we had approximately $2.6 billion available to repurchase shares pursuant to the Share Repurchase Program.

The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases. During the three and six months ended June 30, 2025, the excise tax on net share repurchases was not material.

Note 6 – Income Taxes

We compute our quarterly income tax expense/(benefit) by using a forecasted annual effective tax rate and adjust for any discrete items arising during the quarter. We recorded an income tax expense/(benefit) of $57 million and $86 million for the three and six months ended June 30, 2024, respectively, and $142 million and ($260) million for the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2024, the income tax expense was primarily driven by our foreign operations. During the six months ended June 30, 2024, the income tax expense was primarily driven by our foreign operations, offset by the deferred U.S. tax impact related to our investment in Aurora. During the three months ended June 30, 2025, the income tax expense was primarily driven by the tax expense on our earnings. During the six months ended June 30, 2025, the income tax benefit was primarily driven by a stock loss and capitalized research and development expenses, offset by the tax expense on our earnings.

During the six months ended June 30, 2025, the amount of gross unrecognized tax benefits increased by $644 million, of which approximately $318 million of unrecognized tax benefits, if recognized, would impact the effective tax rate. The remaining $326 million of unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets.

We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under routine examination by federal, various state and foreign tax authorities. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state or foreign tax authorities to the extent utilized in a future period. For our major tax jurisdictions, the tax years 2008 through 2025 remain open; the major tax jurisdictions are the U.S., Australia, Netherlands, and the United Kingdom (“UK”).

An estimate of changes to unrecognized tax benefits recorded as of June 30, 2025, that are reasonably possible to occur within the next 12 months cannot be made.

In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through June 30, 2025. Based on the analysis, we do not anticipate a current limitation on the tax attributes.

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 all available positive and negative 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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The legislation includes significant provisions, such as permanent extensions and modifications of certain provisions of the Tax Cuts and Jobs Act and modifications to the U.S. international tax system. The OBBBA contains multiple effective dates, with certain provisions taking effect in 2025 and 2026.

We are currently evaluating the provisions of the new law. However, we do not expect a material impact to our current year financial position, results of operations, or cash flow.

Note 7 – Net Income Per Share

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

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

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

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
Basic net income per share:
Numerator
Net income including non-controlling interests$1,008$1,350$345$3,124
Net loss attributable to non-controlling interests, net of tax(7)(5)(16)(7)
Net income attributable to common stockholders$1,015$1,355$361$3,131
Denominator
Basic weighted-average common stock outstanding2,092,1802,091,1062,085,3242,091,781
Basic net income per share attributable to common stockholders (1)$0.49$0.65$0.17$1.50
Diluted net income per share:
Numerator
Net income attributable to common stockholders$1,015$1,355$361$3,131
Assumed net loss attributable to Freight Holding contingently issuable shares(14)(14)(30)(27)
Diluted net income attributable to common stockholders$1,001$1,341$331$3,104
Denominator
Number of shares used in basic net income per share computation2,092,1802,091,1062,085,3242,091,781
Dilutive effect of equity awards43,56028,41948,86927,712
Dilutive effect of Freight Holding contingently issuable shares11,95870115,133827
Dilutive effect of Convertible Notes—3,081—1,540
Dilutive effect of other contingently issuable shares2,3212,3212,3212,321
Diluted weighted-average common stock outstanding2,150,0192,125,6282,151,6472,124,181
Diluted net income per share attributable to common stockholders (1)$0.47$0.63$0.15$1.46

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

During the three and six months ended June 30, 2024, approximately 23 million shares of common stock underlying equity awards were excluded from the computation of diluted net income per share during the periods presented because their effect would have been antidilutive.

During the three and six months ended June 30, 2025, approximately 5 million shares of common stock underlying equity awards were excluded from the computation of diluted net income per share during the periods presented because their effect would have been antidilutive.

Note 8 – Segment Information and Geographic Information

We determine our operating segments based on how the chief operating decision maker (“CODM”), our Chief Executive Officer, manages the business, allocates resources, makes operating decisions and evaluates operating performance.

Our three operating and reportable segments are as follows:

SegmentDescription
MobilityMobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising.
DeliveryDelivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery provides offerings for grocery, alcohol, and convenience store delivery as well as select other goods. We refer to the grocery, alcohol, convenience and retail categories collectively as Grocery & Retail. Delivery also includes advertising.
FreightFreight connects Carriers with Shippers on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings.

Our segment operating performance measure is segment Adjusted EBITDA. The CODM uses segment Adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and make strategic decisions. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. Segment Adjusted EBITDA excludes non-cash items or items that management does not believe are reflective of our ongoing core operations (as shown in the tables below).

The following tables provides information about our segments and a reconciliation to income (loss) before income taxes and income (loss) from equity method investments (in millions):

Three Months Ended June 30, 2024
MobilityDeliveryFreightTotal
Revenue$6,134$3,293$1,273$10,700
Platform Participant direct transaction costs (1)(1,682)(1,324)(1,146)(4,152)
Other (2)(2,885)(1,381)(139)(4,405)
Segment Adjusted EBITDA$1,567$588$(12)2,143
Reconciling items:
Corporate G&A and Platform R&D (3)(573)
Depreciation and amortization(173)
Stock-based compensation expense(455)
Legal, tax, and regulatory reserve changes and settlements (4)(134)
Acquisition, financing and divestitures related expenses(3)
Restructuring and related charges(9)
Income from operations796
Interest expense(139)
Other income (expense), net420
Income before income taxes and loss from equity method investments$1,077
Three Months Ended June 30, 2025
MobilityDeliveryFreightTotal
Revenue$7,288$4,102$1,261$12,651
Platform Participant direct transaction costs (1)(2,058)(1,649)(1,133)(4,840)
Other (2)(3,325)(1,580)(134)(5,039)
Segment Adjusted EBITDA$1,905$873$(6)2,772
Reconciling items:
Corporate G&A and Platform R&D (3)(653)
Depreciation and amortization(175)
Stock-based compensation expense(475)
Acquisition, financing and divestitures related expenses(19)
Income from operations1,450
Interest expense(108)
Other income (expense), net162
Income before income taxes and loss from equity method investments$1,504
Six Months Ended June 30, 2024
MobilityDeliveryFreightTotal
Revenue$11,767$6,507$2,557$20,831
Platform Participant direct transaction costs (1)(3,119)(2,666)(2,305)(8,090)
Other (2)(5,602)(2,725)(285)(8,612)
Segment Adjusted EBITDA$3,046$1,116$(33)4,129
Reconciling items:
Corporate G&A and Platform R&D (3)(1,177)
Depreciation and amortization(363)
Stock-based compensation expense(939)
Legal, tax, and regulatory reserve changes and settlements (4)(661)
Goodwill and asset impairments/loss on sale of assets3
Acquisition, financing and divestitures related expenses(8)
Restructuring and related charges(16)
Income from operations968
Interest expense(263)
Other income (expense), net(258)
Income before income taxes and loss from equity method investments$447
Six Months Ended June 30, 2025
MobilityDeliveryFreightTotal
Revenue$13,784$7,879$2,521$24,184
Platform Participant direct transaction costs (1)(3,829)(3,155)(2,267)(9,251)
Other (2)(6,297)(3,088)(267)(9,652)
Segment Adjusted EBITDA$3,658$1,636$(13)5,281
Reconciling items:
Corporate G&A and Platform R&D (3)(1,294)
Depreciation and amortization(346)
Stock-based compensation expense(910)
Legal, tax, and regulatory reserve changes and settlements (4)(28)
Acquisition, financing and divestitures related expenses(22)
Loss on lease arrangement, net(2)
Restructuring and related charges(1)
Income from operations2,678
Interest expense(213)
Other income (expense), net424
Income before income taxes and loss from equity method investments$2,889

(1) Platform Participant direct transaction costs primarily consist of (i) costs paid directly to Platform Earners on our platform recorded in cost of revenue, excluding depreciation and amortization; and (ii) incentives to end-users recorded in sales and marketing.

(2) Other primarily consists of non-Platform Participant costs, including: (i) trip insurance, payment card fees and bank fees, customer support and technology costs; and (ii) other operating costs, primarily related to employee headcount costs (excluding stock-based compensation), external contractor expenses and brand marketing as well as (iii) costs related to bringing new Platform Earners and new Platform end-users to the Platform recorded in costs and expenses.

(3) 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.

(4) 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.

Geographic Information

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

Three Months Ended June 30,Six Months Ended June 30,
2024202520242025
United States and Canada ("US&CAN")$5,825$6,561$11,298$12,780
Latin America ("LatAm")6797891,3891,506
Europe, Middle East and Africa ("EMEA")2,9873,8975,7437,218
Asia Pacific ("APAC")1,2091,4042,4012,680
Total revenue$10,700$12,651$20,831$24,184

Note 9 – Commitments and Contingencies

Contingencies

From time to time, we are a party to various claims, non-income tax audits and litigation in the normal course of business. As of December 31, 2024 and June 30, 2025, we had recorded aggregate liabilities of $1.5 billion of which $221 million and $200 million, respectively, relate to non-income tax matters in accrued and other current liabilities on the condensed consolidated balance sheets for all of our legal, regulatory and non-income tax matters that were probable and reasonably estimable.

We are currently party to various legal and regulatory matters that have arisen in the normal course of business and include, among others, alleged independent contractor misclassification claims, Fair Credit Reporting Act (“FCRA”) claims, alleged background check violations, pricing and advertising claims, unfair competition claims, intellectual property claims, employment discrimination and other employment-related claims, Americans with Disabilities Act (“ADA”) claims, data and privacy claims, securities claims, antitrust claims, challenges to regulations, and other matters. We have existing litigation, including class actions, Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors. In connection with the enactment of California State Assembly Bill 5 (“AB5”), we have received and expect to continue to receive - in California and in other jurisdictions - an increased number of misclassification claims. With respect to our outstanding legal and regulatory matters, based on our current knowledge, we believe that the ultimate amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, or cash flows. The outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. If one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations, financial condition or cash flows could be materially adversely affected.

Driver Classification

California Attorney General Lawsuit

In January 2020, AB5 went into effect. AB5 codifies a test to determine whether a worker is an employee under California law. The test is referred to as the “ABC” test, and was originally handed down by the California Supreme Court in Dynamex Operations v. Superior Court in 2018. Under the ABC test, workers performing services for a hiring entity are considered employees unless the hiring entity can demonstrate three things: the worker (A) is free from the hiring entity’s control, (B) performs work that is outside the usual course of the hiring entity’s business, and (C) customarily engages in the independent trade, work or type of business performed for the hiring entity.

On May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and Lyft, Inc. (“Lyft”). The complaint alleges drivers are misclassified, and seeks an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

On August 10, 2020, the Court issued a preliminary injunction order, prohibiting us from classifying drivers as independent contractors and from violating various wage and hour laws. The injunction was stayed pending appeal. On October 22, 2020, the Court of Appeal affirmed the lower court’s ruling, and we filed a petition for review of the decision with the California Supreme Court. The petition was based upon the passage of Proposition 22 by California voters in November 2020, and requested that the Court of Appeal opinion be vacated because AB5’s application to Uber was superseded by Proposition 22.

Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers. As a result of the passage of Proposition 22, drivers are able to maintain their status as independent contractors under California law, and we and our competitors are required to comply with the provisions of Proposition 22. Proposition 22 went into effect on December 16, 2020.

The California Supreme Court declined the petition for review on February 10, 2021. The lawsuit was returned to the trial court following the appellate proceedings on February 22, 2021. On April 12, 2021, the California Attorney General, Uber and Lyft filed a stipulation to dissolve the preliminary injunction with the trial court. On April 16, 2021, the trial court signed an order granting the stipulation. Although the preliminary injunction has been dissolved, the lawsuit remains ongoing relating to claims by the California Attorney General for periods prior to enactment of Proposition 22. The parties petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned. The case had been stayed pending appeal of the denial of a motion to compel arbitration, however the California Supreme Court denied review on January 17, 2024, and the case was remitted back to the Superior Court on January 29, 2024 for further proceedings. On July 2, 2024, the Superior Court lifted the stay. We intend to continue to vigorously defend ourselves. The ultimate resolution of these matters is uncertain and the amount accrued is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2025.

Swiss Social Security Rulings

Several Swiss administrative bodies have issued decisions in which they classify Drivers or Couriers as employees of Uber for social security or labor purposes. We are challenging them before the Social Security and Administrative Tribunals. On March 21, 2023, the Federal Tribunal ruled that Drivers who have used the Uber App in 2014 qualify as employees for social security purposes. In October 2024, the Social Security authority decided that the changes to our 2023 model are not sufficient to classify drivers as independent contractors. We have filed an appeal against this decision. During the first quarter of 2025, we separately have resolved the social security dispute for the years 2014 to July 2020 with the SVA Zürich authority. We continue to litigate the amounts of social security contributions at issue through 2022.

On June 3, 2022, the Federal Tribunal issued two rulings by which both Drivers and Couriers in the Canton of Geneva are classified as employees of Uber B.V., Uber Portier B.V. and Uber Switzerland GmbH. Following the ruling of the Federal Tribunal on Eats, the Social Security authorities claimed the payment of social security contributions since the launch of Uber Eats. In November 2022, we reached a settlement with the Canton of Geneva on Mobility with regards to social security implications.

The ultimate resolution of the matters before the social security authorities is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2025.

URSSAF Assessment

In December 2024, the Social Security authorities in France (“URSSAF”) issued a letter of observations to Uber, proposing a reassessment of social security contributions. In February 2025, Uber submitted a formal response, strongly contesting the basis of URSSAF's position. URSSAF replied with an assessment in June 2025, which Uber intends to appeal and vigorously challenge. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

Other Driver Classification Matters

Additionally, we have received other lawsuits and governmental inquiries in other jurisdictions, and anticipate future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits challenging our classification of Drivers as independent contractors and not employees. We believe that our current and historical approach to classification is supported by the law and intend to continue to defend ourselves vigorously in these matters. However, the results of litigation and arbitration are inherently unpredictable and legal proceedings related to these claims, individually or in the aggregate, could have a material impact on our business, financial condition, results of operations and cash flows. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors.

State Unemployment Taxes

New Jersey Department of Labor

In 2018, the New Jersey Department of Labor (“NJDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through 2018. The NJDOL made an assessment on November 12, 2019, against Uber and its subsidiaries . Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018. The NJDOL has provided several assessments from February through October 2021. We have submitted payment for the principal revised amount of the assessment and have since reached agreement on and paid the remaining amounts allegedly owed from 2014 through 2018.

The NJ DOL has initiated an audit for the period of 2019 through the second quarter of 2023. The ultimate resolution of the matter is uncertain, and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2025.

California Employment Development Department

In 2014, the California employment development department (“CA EDD”) opened an audit to review whether drivers should be treated as employees or independent contractors. The department issued an assessment in 2016 for the periods of 2013 - 2015 and we have since reached an agreement with the CA EDD for this period. In 2022, we received requests for information related to an audit of a subsequent period, which covers the fourth quarter of 2017 through the fourth quarter of 2020. We have also received an audit for the years 2018 - 2020 covering couriers who used the Postmates platform and received an assessment in June 2023. We are in the process of appealing the assessment. The ultimate resolution of the matter is uncertain, and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2025.

Non-Income Tax Matters

We recorded an estimated liability for contingencies related to non-income tax matters and are under audit by various domestic and foreign tax authorities with regard to such matters.

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

Our estimated liability is inherently subjective due to the complexity and uncertainty of these matters and the judicial processes in certain jurisdictions; therefore, the final outcome could be materially different from the estimated liability recorded.

United Kingdom

As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK is a merchant of transportation and is required to remit VAT. Uber UK is remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.

As of June 30, 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.

Other Legal and Regulatory Matters

We have been or are currently subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, anti-bribery and anti-corruption laws (including the Foreign Corrupt Practices Act) and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, consumer protection laws, environmental laws, and the infringement of certain intellectual property rights. We are investigating many of these matters and are implementing a number of recommendations to our managerial, operational and compliance practices, as well as strengthening our overall governance structure. In many cases, we are unable to predict the outcomes and implications of these inquiries and investigations on our business, which could be time consuming, costly to investigate, and require significant management attention. Furthermore, the outcome of these inquiries and investigations could negatively impact our business, reputation, financial condition, and operating results, including possible fines and penalties and requiring changes to operational activities and procedures.

We have been and expect to continue to be subject to personal injury claims for compensation based on traffic accidents, deaths, injuries, or other incidents that occur on our platform even when Drivers, consumers, or third parties are not actively using our platform. Various plaintiffs have also coordinated and may in the future attempt to coordinate personal injury claims in various jurisdictions through mass tort or similar proceedings. We use a combination of third-party insurance and self-insurance mechanisms to provide for personal injury risks. Our insurance reserves include unpaid losses and loss adjustment expenses related to these claims.

Indemnifications

In the ordinary course of business, we often include standard indemnification provisions in our arrangements with third parties. Pursuant to these provisions, we may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with their activities or non-compliance with certain representations and warranties made by us. In addition, we have entered into indemnification agreements with our officers, directors, and certain current and former employees, and our certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions / obligations because of the unique facts and circumstances involved in each particular situation.

Note 10 – Variable Interest Entities

Consolidated VIEs

We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs. As a result, we consolidate the assets and liabilities of these VIEs.

Uber Freight Holding Corporation

Total assets included on the condensed consolidated balance sheets for our consolidated VIE, Uber Freight Holding Corporation (“Freight Holding”), as of December 31, 2024 and June 30, 2025 were $3.4 billion and $3.4 billion, respectively. Total liabilities

included on the condensed consolidated balance sheets for this VIE as of December 31, 2024 and June 30, 2025 were $724 million and $755 million, respectively.

As of June 30, 2025, we own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 11 – Non-Controlling Interests.

Unconsolidated VIEs

We do not consolidate VIEs in which we hold a variable interest but are not the primary beneficiary because we lack the power to direct the activities that most significantly impact the entities’ economic performance. We are exposed to these unconsolidated VIEs’ economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests. Our unconsolidated VIEs consist of investments in privately held companies, primarily vehicle fleet operators.

Our carrying amounts of assets recognized on the condensed consolidated balance sheets and maximum exposure to loss related to unconsolidated VIEs were (in millions):

As of
December 31, 2024June 30, 2025
Total assets (1)$678$1,196
Maximum exposure to loss (2)8031,332

(1) Total assets includes a term loan to Moove Cars Mobility, S.L., formerly Garment Investments S.L. dba Moove (“Moove”). As of December 31, 2024 and June 30, 2025, the term loan to Moove was $288 million and $380 million, respectively, and accounted for as a loan receivable, carried at amortized cost recorded within other assets on the condensed consolidated balance sheets. In 2021, we entered into and completed a series of agreements with Moove, including (i) an equity investment, through preferred shares, (ii) a term loan to Moove, and (iii) a commercial partnership agreement. After this series of agreements, Moove is considered a related party.

Our carrying amounts of liabilities recognized on the condensed consolidated balance sheets were not material as of December 31, 2024 and June 30, 2025.

(2) Our maximum exposure to loss includes the carrying amounts of assets and liabilities recognized on our condensed consolidated balance sheets as well as an immaterial financial guarantee.

Note 11 – Non-Controlling Interests

Freight Holding

As of both December 31, 2024 and June 30, 2025, we owned 84% of our subsidiary Freight Holding’s capital stock, or 80% and 78%, respectively, on a fully-diluted basis. The minority stockholders of Freight Holding include, among others: (i) holders of Freight Holding’s Series A and A-1 Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) current and former employees who hold fully vested shares.

Freight Holding Supplier Financing Program

Freight Holding utilizes a third-party financial institution that allows our suppliers to be paid by the third-party financial institution earlier than the due date on the applicable invoice at a discounted price. In general, supplier invoices financed by the third-party financial institution are due for payment by Freight Holding within 30 days. As of December 31, 2024 and June 30, 2025, the liability related to the supplier financing program was immaterial and the amounts are included within accounts payable on the condensed consolidated balance sheets.

Trendyol GO

On June 17, 2025, we closed the acquisition of an 85% controlling stake in Trendyol GO. Refer to Note 12 – Business Combinations for further information. As of June 30, 2025, the non-controlling interest in Trendyol GO was classified as redeemable non-controlling interest as it is subject to a put/call agreement that is not solely within our control. The put or call is exercisable in the first quarter of 2031. At each balance sheet date, the carrying value of the redeemable non-controlling interest will be adjusted to the estimated redemption value. There were no adjustments as of June 30, 2025.

Note 12 – Business Combinations

Trendyol GO

On May 6, 2025, we entered into an agreement with Trendyol Group to acquire 85% controlling stake in its Trendyol GO online meal and grocery delivery business in Türkiye.

On June 17, 2025, we completed the acquisition of an 85% controlling stake in Trendyol GO in an all-cash transaction, allowing us to expand our Delivery business in the Turkish market.

The acquisition of Trendyol GO has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $697 million.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):

Fair Value
Current assets$64
Goodwill705
Intangible assets151
Other long-term assets6
Total assets acquired926
Current liabilities(65)
Deferred tax liability(34)
Total liabilities assumed(99)
Less: Redeemable non-controlling interests(130)
Net assets acquired$697

The excess of purchase consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributable to anticipated operational synergies and the assembled workforce of Trendyol GO. Goodwill was assigned to the Delivery segment. The purchase price allocation is preliminary and subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed, including related deferred income taxes, become available.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions, except years):

Fair ValueWeighted Average Remaining Useful Life - Years
Consumer, Merchant and other relationships$8512
Developed technology412
Trade name, trademarks and other253
Total$151

Consumer, Merchant and other relationships represent the fair value of the underlying relationships with Merchants (such as restaurants), end-users, and Couriers. Developed technology represents the fair value of Trendyol GO’s technology. Trade name, trademarks and other relate to the “Trendyol GO” trade name, trademarks, and domain names. The overall weighted average useful life of the identified amortizable intangible assets acquired is 8 years.

The results of Trendyol GO were included in our condensed consolidated financial statements from the date of acquisition. Trendyol GO contributed an immaterial amount of revenue and loss before taxes during the three months ended June 30, 2025.

Note 13 – Subsequent Events

Lucid Group Inc. and Nuro, Inc. Partnership

In July 2025, Lucid Group, Inc. (“Lucid”), Nuro, Inc. (“Nuro”) and Uber announced a new global robotaxi program, exclusively on our platform. With the announcement, we will make a $300 million equity investment in Lucid and agreed to make an investment in Nuro, part of which is payable based on Nuro achieving a schedule of development and commercial milestones. The program is expected to launch in a major U.S. city next year. We agreed to purchase, or have our designated fleet operators purchase, a minimum of 20,000 Lucid vehicles equipped with Nuro's Level 4 autonomous driving system over six years.

New Share Repurchase Authorization

In July 2025, our board of directors authorized a new share repurchase program up to an additional $20 billion of common stock.

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