Item 1. FINANCIAL STATEMENTS

154K characters. Original on sec.gov · Markdown

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, 2024		As of September 30, 2025
Assets
Cash and cash equivalents	$	5,893	$	8,432
Short-term investments	1,084		654
Restricted cash and cash equivalents	545		477
Accounts receivable, net of allowance of $95 and $93, respectively	3,333		3,773
Prepaid expenses and other current assets	1,390		1,803
Total current assets	12,245		15,139
Restricted cash and cash equivalents	2,172		2,574
Restricted investments	7,019		7,882
Investments	8,460		10,330
Equity method investments	302		315
Property and equipment, net	1,952		1,930
Operating lease right-of-use assets	1,158		1,126
Intangible assets, net	1,125		1,104
Goodwill	8,066		8,917
Deferred tax assets	6,171		10,710
Other assets	2,574		3,317
Total assets	$	51,244	$	63,344
Liabilities, redeemable non-controlling interests and equity
Accounts payable	$	858	$	1,119
Short-term insurance reserves	2,754		3,268
Operating lease liabilities, current	175		163
Accrued and other current liabilities	7,689		8,571
Total current liabilities	11,476		13,121
Long-term insurance reserves	7,042		8,611
Long-term debt, net of current portion	8,347		10,615
Operating lease liabilities, non-current	1,454		1,412
Other long-term liabilities	449		430
Total liabilities	28,768		34,189
Commitments and contingencies (Note 10)
Redeemable non-controlling interests	93		158
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 2,107,953 and 2,079,769 shares issued and outstanding, respectively	—		—
Additional paid-in capital	42,801		39,499
Accumulated other comprehensive loss	(517)		(430)
Accumulated deficit	(20,726)		(10,935)
Total Uber Technologies, Inc. stockholders' equity	21,558		28,134
Non-redeemable non-controlling interests	825		863
Total equity	22,383		28,997
Total liabilities, redeemable non-controlling interests and equity	$	51,244	$	63,344

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Revenue	$	11,188	$	13,467	$	32,019	$	37,651
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below	6,761		8,109		19,417		22,657
Operations and support	687		735		2,054		2,099
Sales and marketing	1,096		1,277		3,128		3,544
Research and development	774		862		2,324		2,517
General and administrative	630		1,183		2,525		2,509
Depreciation and amortization	179		188		542		534
Total costs and expenses	10,127		12,354		29,990		33,860
Income from operations	1,061		1,113		2,029		3,791
Interest expense	(143)		(112)		(406)		(325)
Other income (expense), net	1,851		1,619		1,593		2,043
Income before income taxes and loss from equity method investments	2,769		2,620		3,216		5,509
Provision for (benefit from) income taxes	158		(4,046)		244		(4,306)
Loss from equity method investments	(12)		(14)		(28)		(39)
Net income including non-controlling interests	2,599		6,652		2,944		9,776
Less: net income (loss) attributable to non-controlling interests, net of tax	(13)		26		(29)		19
Net income attributable to Uber Technologies, Inc.	$	2,612	$	6,626	$	2,973	$	9,757
Net income per share attributable to Uber Technologies, Inc. common stockholders:
Basic	$	1.24	$	3.18	$	1.42	$	4.67
Diluted	$	1.20	$	3.11	$	1.36	$	4.57
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic	2,101,660		2,084,180		2,090,809		2,089,220
Diluted	2,154,466		2,124,391		2,153,183		2,124,293

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 September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Net income including non-controlling interests	$	2,599	$	6,652	$	2,944	$	9,776
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	27		—		(22)		83
Change in unrealized gain (loss) on investments in available-for-sale debt securities	28		5		19		4

Other comprehensive income (loss), net of tax	55		5		(3)		87
Comprehensive income including non-controlling interests	2,654		6,657		2,941		9,863
Less: comprehensive income (loss) attributable to non-controlling interests	(13)		26		(29)		19
Comprehensive income attributable to Uber Technologies, Inc.	$	2,667	$	6,631	$	2,970	$	9,844

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2023	$	654		2,071,144		$	—	$	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 investment	19			—		—		—		—		—		—		—
Net income (loss)	(20)			—		—		—		—		(654)		11		(643)
Other	—			—		—		4		—		—		—		4
Balance as of March 31, 2024	651			2,086,247		—		42,743		(437)		(31,248)		790		11,848
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)			—		—		—		—		1,015		12		1,027
Other	—			—		—		4		—		—		—		4
Balance as of June 30, 2024	631			2,097,951		—		43,062		(479)		(30,233)		802		13,152
Exercise of stock options	—			1,650		—		25		—		—		—		25
Stock-based compensation	—			—		—		452		—		—		—		452
Issuance of common stock for settlement of RSUs	—			9,924		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(54)		—		(4)		—		—		—		(4)
Repurchase of common stock	—			(5,293)		—		(375)		—		—		—		(375)
Re-measurement of non-controlling interest	338			—		—		(338)		—		—		—		(338)


Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—		—	—		—		28		—		—		28
Foreign currency translation adjustment	1		—	—		—		27		—		—		27
Net income (loss)	(24)		—	—		—		—		2,612		11		2,623
Other	—		—	—		3		—		—		—		3
Balance as of September 30, 2024	$	946	2,104,178	$	—	$	42,825	$	(424)	$	(27,621)	$	813	$	15,593

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

(Unaudited)


	Redeemable Non-Controlling Interests			Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-Redeemable Non-Controlling Interests		Total Equity
			Shares		Amount
Balance as of December 31, 2024	$	93		2,107,953		$	—	$	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 interests	18			—		—		(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)			—		—		—		—		1,780		12		1,792
Balance as of March 31, 2025	93			2,091,856		—		41,406		(485)		(18,946)		837		22,812
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 interests	14			—		—		(14)		—		—		—		(14)
Redemption of non-controlling interest	(39)			—		—		—		—		—		—		—
Recognition of non-controlling interest upon acquisition	130			—		—		—		—		—		—		—
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—			—		—		—		(2)		—		—		(2)
Foreign currency translation adjustment	1			—		—		—		52		—		—		52
Net income (loss)	(16)			—		—		—		—		1,354		12		1,366
Other	—			—		—		—		—		—		—		—
Balance as of June 30, 2025	183			2,086,768		—		40,625		(435)		(17,592)		849		23,447
Exercise of stock options	—			374		—		8		—		—		—		8
Stock-based compensation	—			—		—		478		—		—		—		478
Issuance of common stock for settlement of RSUs	—			8,362		—		—		—		—		—		—
Shares withheld related to net share settlement	—			(73)		—		(7)		—		—		—		(7)
Repurchase of common stock	—			(15,662)		—		(1,471)		—		—		—		(1,471)


Re-measurement of non-controlling interests	64		—	—		(64)		—		—		—		(64)
Redemption of non-controlling interest	(70)		—	—		—		—		—		—		—
Reclassification of non-controlling interest	(2)		—	—		—		—		—		2		2
Purchase of capped calls	—		—	—		(70)		—		—		—		(70)
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—		—	—		—		5		—		—		5
Foreign currency translation adjustment	—		—	—		—		—		—		—		—
Net income (loss)	(17)		—	—		—				6,657		12		6,669

Balance as of September 30, 2025	$	158	2,079,769	$	—	$	39,499	$	(430)	$	(10,935)	$	863	$	28,997

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2024		2025
Cash flows from operating activities
Net income including non-controlling interests	$	2,944	$	9,776
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	561		554

Stock-based compensation	1,377		1,375

Deferred income taxes	101		(4,492)

Unrealized gain on debt and equity securities, net	(1,276)		(1,505)





Unrealized foreign currency transactions	173		(130)
Other	(94)		63
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable	(388)		(357)
Prepaid expenses and other assets	(664)		(874)
Operating lease right-of-use assets	137		135
Accounts payable	24		232
Accrued insurance reserves	2,161		2,079
Accrued expenses and other liabilities	488		521
Operating lease liabilities	(157)		(161)
Net cash provided by operating activities	5,387		7,216
Cash flows from investing activities
Purchases of property and equipment	(198)		(261)
Purchases of non-marketable equity securities	(288)		(286)
Purchases of marketable securities	(9,745)		(13,945)

Proceeds from maturities and sales of marketable securities	5,767		13,547

Acquisition of businesses, net of cash acquired	—		(804)
Other investing activities	(146)		(201)
Net cash used in investing activities	(4,610)		(1,950)
Cash flows from financing activities
Issuance of term loan and notes, net of issuance costs	3,972		3,359
Principal repayment on term loan and notes	(1,986)		(1,200)

Principal payments on finance leases	(122)		(112)
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan	103		120
Repurchases of common stock	(697)		(4,611)
Other financing activities	40		(151)
Net cash provided by (used in) financing activities	1,310		(2,595)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	(88)		202
Net increase in cash and cash equivalents, and restricted cash and cash equivalents	1,999		2,873
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period	7,004		8,610
End of period	$	9,003	$	11,483

Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets


Cash and cash equivalents	$	6,150	$	8,432
Restricted cash and cash equivalents-current	933		477
Restricted cash and cash equivalents-non-current	1,920		2,574
Total cash and cash equivalents, and restricted cash and cash equivalents	$	9,003	$	11,483

Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized	$	399	$	373
Income taxes, net of refunds	242		274

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 11 – 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 11 – 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, 2024		September 30, 2025
Classified as short-term investments:
Marketable debt securities (1):
U.S. government and agency securities	$	167	$	182
Commercial paper	220		114
Corporate bonds	659		308


Certificates of deposit	38		50
Short-term investments	$	1,084	$	654

Classified as restricted investments:
Marketable debt securities (1):
U.S. government and agency securities	$	5,552	$	6,027
Commercial paper	179		83
Corporate bonds	1,288		1,759

Asset-backed securities	—		13

Restricted investments	$	7,019	$	7,882

Classified as investments:
Non-marketable equity securities:
Didi	$	2,602	$	3,552
Other (2)	608		890
Marketable equity securities:
Grab	2,529		3,226
Aurora (3), (4)	2,054		1,757
Other	523		754
Note receivable from a related party (2)	144		151
Investments	$	8,460	$	10,330

(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 4 – 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, 2024								As of September 30, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	1,868	$	—	$	—	$	1,868	$	1,646	$	—	$	—	$	1,646
U.S. government and agency securities	—		5,848		—		5,848		—		7,095		—		7,095
Commercial paper	—		702		—		702		—		1,409		—		1,409
Corporate bonds	—		1,974		—		1,974		—		2,067		—		2,067

Asset-backed securities	—		—		—		—		—		13		—		13
Certificates of deposit	—		38		—		38		—		50		—		50


Non-marketable equity securities	—		—		11		11		—		—		29		29
Marketable equity securities	5,106		—		—		5,106		5,737		—		—		5,737
Note receivable from a related party	—		—		144		144		—		—		151		151
Total financial assets	$	6,974	$	8,562	$	155	$	15,691	$	7,383	$	10,634	$	180	$	18,197
Financial Liabilities
2028 Exchangeable Senior Notes (1)	$	—	$	—	$	—	$	—	$	—	$	1,221	$	—	$	1,221

Total financial liabilities	$	—	$	—	$	—	$	—	$	—	$	1,221	$	—	$	1,221

(1) Refer to Note 4 – Long-Term Debt and Credit Arrangements for further information.

During the nine months ended September 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, 2024								As of September 30, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
U.S. government and agency securities	$	5,843	$	7	$	(2)	$	5,848	$	7,089	$	6	$	—	$	7,095
Commercial paper	702		—		—		702		1,409		—		—		1,409
Corporate bonds	1,975		1		(2)		1,974		2,063		4		—		2,067

Asset-backed securities	—		—		—		—		13		—		—		13
Certificates of deposit	38		—		—		38		50		—		—		50
Total	$	8,558	$	8	$	(4)	$	8,562	$	10,624	$	10	$	—	$	10,634

As of December 31, 2024 and September 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 September 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 September 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 nine months ended September 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 September 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 $2.1 billion as of September 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, 2024		September 30, 2025
Initial cost basis	$	2,030	$	2,297
Upward adjustments	2,611		3,562
Downward adjustments (including impairment)	(1,442)		(1,446)
Total carrying value at the end of the period	$	3,199	$	4,413

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 – Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying value of goodwill by segment (in millions):


	Mobility		Delivery		Freight		Total Goodwill
Balance as of December 31, 2024	$	2,261	$	4,367	$	1,438	$	8,066
Acquisitions	120		705		—		825






Foreign currency translation and other adjustments	14		9		3		26
Balance as of September 30, 2025	$	2,395	$	5,081	$	1,441	$	8,917

Intangible Assets

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


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
December 31, 2024
Consumer, Merchant and other relationships	$	1,789	$	(889)	$	900	8
Developed technology	890		(690)		200		4
Trade name, trademarks and other	145		(120)		25		5
Intangible assets	$	2,824	$	(1,699)	$	1,125


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
September 30, 2025
Consumer, Merchant and other relationships	$	1,895	$	(1,037)	$	858	8
Developed technology	928		(736)		192		3
Trade name, trademarks and other	183		(129)		54		3
Intangible assets	$	3,006	$	(1,902)	$	1,104

Amortization expense for intangible assets subject to amortization was $73 million and $72 million for the three months ended September 30, 2024 and 2025, respectively. Amortization expense for intangible assets subject to amortization was $228 million and $201 million for nine months ended September 30, 2024 and 2025, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2025 is summarized below (in millions):


	Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2025	$	67
2026	224
2027	198
2028	141
2029	93
Thereafter	370
Total	$	1,093

Note 4 – 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, 2024		September 30, 2025		Stated Interest Rates		Effective Interest Rates		Maturities
2025 Convertible Notes (1)	$	1,150	$	1,150	0.00	%	0.2	%	December 2025
2028 Convertible Notes	1,725		1,725		0.875	%	1.1	%	December 2028
2028 Exchangeable Senior Notes	—		1,221		0.00	%	0.0	%	May 2028
2027 Senior Notes	700		—		—	%	—	%	—
2028 Senior Notes	500		—		—	%	—	%	—
2029 Senior Notes	1,500		1,500		4.50	%	4.7	%	August 2029
2030 Senior Notes	1,250		1,250		4.30	%	4.5	%	January 2030
2031 Senior Notes	—		1,000		4.15	%	4.3	%	January 2031
2034 Senior Notes	1,500		1,500		4.80	%	4.9	%	September 2034
2035 Senior Notes	—		1,250		4.80	%	5.0	%	September 2035
2054 Senior Notes	1,250		1,250		5.35	%	5.4	%	September 2054
Total debt (2)	9,575		11,846
Less: unamortized discount and issuance costs	(78)		(81)
Less: current portion of long-term debt (1)	(1,150)		(1,150)
Total long-term debt	$	8,347	$	10,615

(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 $12.9 billion as of December 31, 2024 and September 30, 2025, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2031 and 2035 Senior Notes

On September 11, 2025, we completed a registered public offering of $1.0 billion aggregate principal amount of 4.15% senior notes due 2031 (the “2031 Senior Notes”) and $1.25 billion aggregate principal amount of 4.80% senior notes due 2035 (the “2035 Senior Notes”). The 2031 Senior Notes and 2035 Senior Notes are our senior unsecured debt obligations and classified as long-term.

Interest on the 2031 Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year at 4.15% per annum, beginning January 15, 2026. Interest on the 2035 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year at 4.80% per annum, beginning March 15, 2026.

The indentures governing the 2031 Senior Notes and 2035 Senior Notes contain customary covenants restricting our, and certain of our subsidiaries’, ability to incur liens on any of our, or certain of our subsidiaries’, principal property in order to secure any debt, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of September 30, 2025.

In September 2025, we exercised the call option and fully redeemed $700 million of the 7.50% senior notes due 2027 (the “2027 Senior Notes”) and $500 million of the 6.25% senior notes due 2028 (the “2028 Senior Notes”), using a portion of the net proceeds from the 2031 Senior Notes and 2035 Senior Notes. As a result, during the three months ended September 30, 2025, we recognized an immaterial loss on debt extinguishment in other income (expense), net on our condensed consolidated statement of operations.

Senior Notes

The 2030, 2034 and 2054 senior notes are our unsecured debt obligations. The 2029 senior notes are guaranteed by certain of our material domestic restricted subsidiaries. The 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 September 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 September 30, 2025, the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had not been met. On October 1, 2025, those conditions were met. If any holders convert their notes early, we have the intent and ability to refinance the 2028 Convertible Notes on a long-term basis using our existing revolving credit agreement (refer to the Credit Agreement section below for further information). Therefore, the 2028 Convertible Notes continue to be 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 had the option to 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 September 15, 2025, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. Accordingly, on or after September 15, 2025, the 2025 Convertible Notes are convertible at the option of the holder until the close of business on the second scheduled trading day immediately preceding the maturity date. 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. We expect to settle the 2025 Convertible Notes with cash and shares of common stock in the fourth quarter of 2025. In addition, we announced our intent to redeem the 2025 Convertible Notes pursuant to a scheduled redemption in December 2025.

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, a combination of cash and shares of our common stock. We may redeem with a combination of cash and shares, 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 nine months ended September 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 September 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 revolving 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 September 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 September 30, 2025, we had letters of credit outstanding of $1.4 billion and $1.9 billion, respectively, of which the letters of credit that reduced the available credit under the Credit Agreement were $354 million and $343 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 September 30, 2025, we had no commercial paper notes outstanding.

Note 5 – 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, 2024		September 30, 2025
Prepaid expenses	$	415	$	448
Other current assets	975		1,355
Prepaid expenses and other current assets	$	1,390	$	1,803

Accrued and Other Current Liabilities

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


	As of
	December 31, 2024		September 30, 2025
Accrued legal, regulatory and non-income taxes	$	1,533	$	1,978
Accrued Drivers and Merchants liability	1,421		1,632
Accrued compensation and employee benefits	649		628
Income and other tax liabilities	751		859

Current portion of long-term debt	1,150		1,150
Other	2,185		2,324
Accrued and other current liabilities	$	7,689	$	8,571

Other Long-Term Liabilities

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


	As of
	December 31, 2024		September 30, 2025
Deferred tax liabilities	$	9	$	31
Other	440		399
Other long-term liabilities	$	449	$	430

Other Income (Expense), Net

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Interest income	$	195	$	193	$	530	$	543
Foreign currency exchange gains (losses), net	25		(35)		(222)		112
Unrealized gain (loss) on debt and equity securities, net (1)	1,664		1,471		1,276		1,505

Other, net	(33)		(10)		9		(117)
Other income (expense), net	$	1,851	$	1,619	$	1,593	$	2,043

(1) During the three months ended September 30, 2024, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $1.0 billion unrealized gain on our Aurora investment, a $322 million unrealized gain on our Didi investment, a $141 million unrealized gain on our Delivery Hero investment, and a $134 million unrealized gain on our Grab investment.

During the nine months ended September 30, 2024, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $505 million unrealized gain on our Aurora investment, a $432 million gain on our Didi investment, a $230 million gain on our Grab investment, and a $113 million unrealized gain on our Delivery Hero investment.

During the three months ended September 30, 2025, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $760 million unrealized gain on our Didi investment, a $530 million unrealized gain on our Grab investment, and a $181 million net unrealized gain on our other investments.

During the nine months ended September 30, 2025, unrealized gain on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including: a $950 million unrealized gain on our Didi investment, a $697 million net unrealized gain on our Grab investment, and a $155 million net unrealized gain on our other investments, partially offset by a $297 million net unrealized loss on our Aurora investment.

Note 6 – Stockholders' Equity

Stock Option and SAR Activity

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


	SARs Outstanding Number of SARs	Options Outstanding Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
As of December 31, 2024	33	7,198	$	40.16	4.90	$	153
Granted	—	484	$	74.44
Exercised	(12)	(1,399)	$	16.34
Canceled and forfeited	(3)	(146)	$	40.81
As of September 30, 2025	18	6,137	$	48.36	4.92	$	305
Exercisable as of September 30, 2025	18	2,318	$	27.97	3.18	$	164

RSU Activity

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


	Number of Shares	Weighted-Average Grant-Date Fair Value per Share
Unvested and outstanding as of December 31, 2024	66,202	$	48.49
Granted	33,047	$	76.28
Vested	(27,219)	$	46.33
Canceled and forfeited	(6,924)	$	54.66
Unvested and outstanding as of September 30, 2025	65,106	$	62.84

Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Operations and support	$	50	$	58	$	171	$	169
Sales and marketing	23		26		68		78
Research and development	268		278		844		826
General and administrative	97		103		294		302
Total	$	438	$	465	$	1,377	$	1,375

As of September 30, 2025, there was $3.9 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 2.77 years.

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

The income tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation expense were not material during the nine months ended September 30, 2024 and $363 million during the nine months ended September 30, 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. In July 2025, our board of directors authorized an additional $20.0 billion for the repurchase of common stock. These authorizations (collectively, the “Share Repurchase Program”) total $27.0 billion. 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 three and nine months ended September 30, 2025, we repurchased, and subsequently retired, 15.7 million and 58.6 million shares of common stock for $1.5 billion and $4.6 billion, respectively, excluding broker commissions and fees. Repurchases for the nine-month period included a $1.5 billion accelerated share repurchase (“ASR”) completed during the first quarter of 2025. As of September 30, 2025, we had approximately $21.1 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 nine months ended September 30, 2025, the excise tax on net share repurchases was not material.

Note 7 – 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 $158 million and $244 million for the three and nine months ended September 30, 2024, respectively, and $(4.0) billion and $(4.3) billion for the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, the income tax expense was primarily driven by the current tax on our earnings and the deferred U.S. tax impact related to our investments in Aurora, Didi, and Grab. During the three and nine months ended September 30, 2025, the income tax benefit was primarily driven by the release of our valuation allowance on the Netherlands’ deferred tax assets, offset by tax expense on our earnings.

During the nine months ended September 30, 2025, the amount of gross unrecognized tax benefits increased by $668 million, of which approximately $327 million of unrecognized tax benefits, if recognized, would impact the effective tax rate. The remaining $341 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 September 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 September 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.

A significant portion of our historical valuation allowance was related to deferred tax assets in the Netherlands. Realization of these deferred tax assets is dependent on future pre-tax earnings. In evaluating the recoverability of these deferred tax assets as of September 30, 2025, we considered all available evidence, both positive and negative.

As of September 30, 2025, we are in a 12-quarter cumulative income position based on the Netherlands’ pre-tax book income adjusted for permanent book-to-tax differences. The 12-quarter cumulative income position is considered significant positive evidence that is both objective and verifiable. The historical income position provides us evidence to place greater reliance on projections of future profit as a source of income. Furthermore, current-year profitability and corresponding positive taxable income in the Netherlands, along with projections of future profit, provides strong positive evidence for the realization of our deferred tax assets in the Netherlands.

Based on all available evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that our Netherlands’ deferred tax assets will be realizable. Accordingly, we released $4.9 billion of our Netherlands valuation allowance during the quarter ended September 30, 2025.We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

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 have evaluated the OBBBA enacted during the quarter and included its impact within our Q3 2025 financial statements. We will continue to evaluate the full impact of these legislative changes as additional supplemental guidance becomes available.

Note 8 – 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 September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
Basic net income per share:
Numerator
Net income including non-controlling interests	$	2,599	$	6,652	$	2,944	$	9,776
Net income (loss) attributable to non-controlling interests, net of tax	(13)		26		(29)		19
Net income attributable to common stockholders	$	2,612	$	6,626	$	2,973	$	9,757
Denominator
Basic weighted-average common stock outstanding	2,101,660		2,084,180		2,090,809		2,089,220
Basic net income per share attributable to common stockholders (1)	$	1.24	$	3.18	$	1.42	$	4.67
Diluted net income per share:
Numerator
Net income attributable to common stockholders	$	2,612	$	6,626	$	2,973	$	9,757
Assumed net loss attributable to Freight Holding contingently issuable shares	(18)		(13)		(48)		(40)


Diluted net income attributable to common stockholders	$	2,594	$	6,613	$	2,925	$	9,717
Denominator
Number of shares used in basic net income per share computation	2,101,660		2,084,180		2,090,809		2,089,220
Dilutive effect of equity awards	36,920		30,106		44,886		28,510
Dilutive effect of Freight Holding contingently issuable shares	13,565		522		15,167		794
Dilutive effect of Convertible Notes	—		7,262		—		3,448
Dilutive effect of other contingently issuable shares	2,321		2,321		2,321		2,321
Diluted weighted-average common stock outstanding	2,154,466		2,124,391		2,153,183		2,124,293
Diluted net income per share attributable to common stockholders (1)	$	1.20	$	3.11	$	1.36	$	4.57

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

During the three and nine months ended September 30, 2024, approximately 21 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 nine months ended September 30, 2025, approximately 3 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 9 – 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:


Segment						Description

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

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

Freight						Freight connects Carriers with Shippers on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings.

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 September 30, 2024
	Mobility		Delivery		Freight		Total
Revenue	$	6,409	$	3,470	$	1,309	$	11,188
Platform Participant direct transaction costs (1)	(1,770)		(1,389)		(1,185)		(4,344)
Other (2)	(2,957)		(1,453)		(143)		(4,553)
Segment Adjusted EBITDA	$	1,682	$	628	$	(19)	2,291
Reconciling items:
Corporate G&A and Platform R&D (3)							(601)
Depreciation and amortization							(179)
Stock-based compensation expense							(438)

Acquisition, financing and divestitures related expenses							(8)


Restructuring and related charges							(4)
Income from operations							1,061
Interest expense							(143)
Other income (expense), net							1,851
Income before income taxes and loss from equity method investments							$	2,769


	Three Months Ended September 30, 2025
	Mobility		Delivery		Freight		Total
Revenue	$	7,682	$	4,477	$	1,308	$	13,467
Platform Participant direct transaction costs (1)	(2,359)		(1,874)		(1,181)		(5,414)
Other (2)	(3,285)		(1,682)		(147)		(5,114)
Segment Adjusted EBITDA	$	2,038	$	921	$	(20)	2,939
Reconciling items:
Corporate G&A and Platform R&D (3)							(683)
Depreciation and amortization							(188)
Stock-based compensation expense							(465)
Legal, tax, and regulatory reserve changes and settlements (4)							(479)
Goodwill and asset impairments/loss on sale of assets							(2)
Acquisition, financing and divestitures related expenses							(6)

Restructuring and related charges							(3)
Income from operations							1,113
Interest expense							(112)
Other income (expense), net							1,619
Income before income taxes and loss from equity method investments							$	2,620


	Nine Months Ended September 30, 2024
	Mobility		Delivery		Freight		Total
Revenue	$	18,176	$	9,977	$	3,866	$	32,019
Platform Participant direct transaction costs (1)	(4,889)		(4,055)		(3,490)		(12,434)
Other (2)	(8,559)		(4,178)		(428)		(13,165)
Segment Adjusted EBITDA	$	4,728	$	1,744	$	(52)	6,420
Reconciling items:
Corporate G&A and Platform R&D (3)							(1,778)
Depreciation and amortization							(542)
Stock-based compensation expense							(1,377)
Legal, tax, and regulatory reserve changes and settlements (4)							(661)
Goodwill and asset impairments/loss on sale of assets							3
Acquisition, financing and divestitures related expenses							(16)


Restructuring and related charges							(20)
Income from operations							2,029
Interest expense							(406)
Other income (expense), net							1,593
Income before income taxes and loss from equity method investments							$	3,216


	Nine Months Ended September 30, 2025
	Mobility		Delivery		Freight		Total
Revenue	$	21,466	$	12,356	$	3,829	$	37,651
Platform Participant direct transaction costs (1)	(6,188)		(5,029)		(3,448)		(14,665)
Other (2)	(9,582)		(4,770)		(414)		(14,766)
Segment Adjusted EBITDA	$	5,696	$	2,557	$	(33)	8,220
Reconciling items:
Corporate G&A and Platform R&D (3)							(1,977)
Depreciation and amortization							(534)
Stock-based compensation expense							(1,375)
Legal, tax, and regulatory reserve changes and settlements (4)							(507)
Goodwill and asset impairments/loss on sale of assets							(2)
Acquisition, financing and divestitures related expenses							(28)

Loss on lease arrangement, net							(2)
Restructuring and related charges							(4)
Income from operations							3,791
Interest expense							(325)
Other income (expense), net							2,043
Income before income taxes and loss from equity method investments							$	5,509

(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 September 30,				Nine Months Ended September 30,
	2024		2025		2024		2025
United States and Canada ("US&CAN")	$	6,006	$	6,698	$	17,304	$	19,478
Latin America ("LatAm")	679		829		2,068		2,335
Europe, Middle East and Africa ("EMEA")	3,196		4,388		8,939		11,606
Asia Pacific ("APAC")	1,307		1,552		3,708		4,232
Total revenue	$	11,188	$	13,467	$	32,019	$	37,651

Note 10 – 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 September 30, 2025, we had recorded aggregate liabilities of $1.5 billion and $2.0 billion, respectively, of which $221 million and $208 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. We may receive misclassification claims in several jurisdictions across the United States for the foreseeable future. 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 September 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 September 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. The ultimate resolution of the matter is uncertain and the amount accrued is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 2025.

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.

In 2023, the NJDOL initiated an audit for the period of 2019 through the second quarter of 2023. In December 2024, the NJDOL issued a preliminary assessment, which Uber immediately disputed and requested a Hearing for Redetermination of the assessment. The case is currently being litigated before the New Jersey Office of Administrative Law. The ultimate resolution of the NJDOL matters is uncertain, and the amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 30, 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. In September 2025, we reached agreement on a settlement amount and the parties are finalizing the terms of the settlement. The amount accrued for those matters is recorded within accrued and other current liabilities on the condensed consolidated balance sheet as of September 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 September 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 11 – 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 September 30, 2025 were $3.4 billion and $3.3 billion, respectively. Total liabilities included on the condensed consolidated balance sheets for this VIE as of December 31, 2024 and September 30, 2025 were $724 million and $807 million, respectively.

As of September 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 12 – 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, 2024		September 30, 2025
Total assets (1)	$	678	$	1,299

Maximum exposure to loss (2)	803		1,483

(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 September 30, 2025, the term loan to Moove was $288 million and $382 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 September 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 12 – Non-Controlling Interests

Freight Holding

As of both December 31, 2024 and September 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 September 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.

Certain Holders of Common Stock of Freight Holding

Certain minority common stockholders of our subsidiary Freight Holding, including individuals who hold shares obtained from the exercise of vested stock options issued under Freight Holding’s 2018 employee equity incentive plan, have put rights to sell increasing percentages of their equity interests at fair value to Freight Holding at specified periods of time ending in August 2025 through August 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary; provided, however, that former employees who hold shares will only have a one-time opportunity to exercise their put right to sell 100% of their equity interests for a specified period of time ending in August 2025. Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon our election.

In the third quarter of 2024, the redeemable non-controlling interest related to these certain minority common stockholders of Freight Holding was deemed probable of becoming redeemable and re-measured to its estimated redemption value with an adjustment

of $338 million. As of December 31, 2024, the minority common stockholders ownership in Freight Holding is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control.

In the third quarter of 2025, a majority of the put holders exercised their put rights. As of September 30, 2025, we recorded a liability within accrued and other current liabilities on the condensed consolidated balance sheet related to the expected cash settlement, which was not material. Freight Holding repurchased and subsequently retired the related common stock for cash in October 2025.

Trendyol GO

On June 17, 2025, we closed the acquisition of an 85% controlling stake in Trendyol GO. Refer to Note 13 – Business Combinations for further information. As of September 30, 2025, our controlling stake in Trendyol GO was 86%. As of September 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 material adjustments as of September 30, 2025.

Note 13 – 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 (in millions):


	Fair Value
Current assets	$	64
Goodwill	713
Intangible assets	132
Other long-term assets	6
Total assets acquired	915
Current liabilities	(67)
Deferred tax liability	(21)

Total liabilities assumed	(88)
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 (in millions, except years):


	Fair Value		Weighted Average Remaining Useful Life - Years
Consumer, Merchant and other relationships	$	83	12
Developed technology	29		2
Trade name, trademarks and other	20		3
Total	$	132

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 eight 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 and nine months ended September 30, 2025.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS