1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
Consolidated Financial Statements
1 unchanged sentence
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income (Loss)
−Removed: Consolidated Statements of Mezzanine Equity and Equity (Deficit)
+Added: Consolidated Statements of Comprehensive Loss
+Added: Consolidated Statements of Redeemable Non-Controlling Interests and Equity
Consolidated Statements of Cash Flows
2 unchanged sentences
Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2019, 2020 and 2021
−Removed: The supplementary financial information required by this Item 8 is included in Item 7 under the caption “Selected Quarterly Financial Data.”
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc.
−Removed: and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of mezzanine equity and equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive loss, of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
2 unchanged sentences
Changes in Accounting Principles
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for cumulative payments to Drivers in excess of cumulative revenue from Drivers in 2020 and the manner in which it accounts for leases in 2019.
+Added: As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments and contracts in an entity’s own equity in 2021 and the manner in which it accounts for leases in 2019.
Basis for Opinions
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinions.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Careem Inc., Cornershop Global LLC, Routematch Holdings, Inc.
−Removed: and Postmates Inc.
−Removed: (the “acquired entities”) from its assessment of internal control over financial reporting as of December 31, 2020 because they were acquired by the Company in purchase business combinations during 2020.
−Removed: We have also excluded the acquired entities from our audit of internal control over financial reporting.
−Removed: The acquired entities are wholly-owned or majority-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 1% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
+Added: As described in Management’s Report on Internal Control over Financial Reporting, management has excluded The Drizly Group, Inc.
+Added: (“Drizly”) and Tupelo Parent, Inc.
+Added: (“Transplace”) from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021.
+Added: We have also excluded Drizly and Transplace from our audit of internal control over financial reporting.
+Added: Drizly and Transplace are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 3% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Definition and Limitations of Internal Control over Financial Reporting
9 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Presentation of Mobility and Delivery Revenue and Related Discounts and Promotions
−Removed: As described in Notes 1 and 2 to the consolidated financial statements, the Company derives its revenues principally from Drivers’ and Merchants’ use of the Company’s platform, on-demand lead generation, and related services in connection with Mobility and Delivery services.
+Added: Presentation of Mobility and Delivery Revenue Agreements, Including Incentives, Discounts and Promotions to Drivers, Merchants and End-Users
+Added: As described in Notes 1 and 2 to the consolidated financial statements, the Company derives its revenues principally from Drivers’ and Merchants’ use of the Company’s platform, on-demand lead generation, and related services in connection with Mobility and Delivery services, as well as from direct fees charged to end-users for use of the platform and in exchange for Delivery services.
Management applies judgment in determining whether the Company is the principal or agent in transactions with Drivers, Merchants and end-users.
This determination impacts the presentation of revenue on a gross or net basis as well as the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to end-users, to the extent they are not customers.
−Removed: The Company’s Mobility and Delivery revenue was $9,993 million and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 2.0 billion for the year ended December 31, 2020.
−Removed: The principal considerations for our determination that performing procedures relating to the presentation of Mobility and Delivery revenue and related discounts and promotions is a critical audit matter are the significant judgment by management in assessing the presentation of revenue on a gross versus net basis, analyzing the role of the Company in the transactions and the related transaction attributes, including the type of discounts and promotions applied, utilized or earned by the end-user in the transaction and assessing their presentation, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing our audit procedures to evaluate whether transaction attributes were appropriately analyzed and presented by management.
+Added: For the year ended December 31, 2021, the Company’s Mobility and Delivery revenue, net of incentives, was $15.3 billion and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 2.4 billion, of which a significant portion relates to discounts and promotions.
+Added: The principal considerations for our determination that performing procedures relating to the presentation of Mobility and Delivery revenue agreements, including incentives, discounts and promotions to Drivers, Merchants, and end-users is a critical audit matter are the significant judgment by management in assessing the presentation of revenue on a gross or net basis, as well as the presentation of incentives, discounts and promotions offered to Drivers, Merchants, and end-users, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to whether transaction attributes were appropriately analyzed and presented by management.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of controls relating to the Company’s revenue recognition process, including controls over the presentation of Mobility and Delivery revenue and discounts and promotions.
−Removed: These procedures also included, among others, testing, on sample basis, trip transaction attributes and assessing management’s classification by evaluating the Company’s role in the transaction, examining documentation related to arrangement terms, driver statements and rider receipts, discounts and promotions and assessing the impact of those terms and attributes on revenue presentation and income statement classification.
+Added: These procedures included testing the effectiveness of controls relating to the Company’s revenue recognition process, including controls over the presentation of Mobility and Delivery revenue, incentives, discounts and promotions.
+Added: These procedures also included, among others, testing, on a sample basis, trip transaction attributes and assessing management’s classification of new or changed agreements by examining documentation related to the agreement terms, driver statements, rider receipts, and discount, promotion and incentive terms, and assessing the impact of those terms and attributes on the presentation of revenue and income statement classification.
Valuation of Insurance Reserves
3 unchanged sentences
These reserves are continually reviewed by management and adjusted as experience develops and new information becomes known.
−Removed: As disclosed by management, the Company’s insurance reserves as of December 31, 2020 were $3,466 million.
−Removed: The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are the significant judgment by management when developing their estimate of the insurance reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the various actuarial methods and the significant assumptions related to loss development patterns and expected loss costs.
−Removed: Also, the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: The Company’s short-term and long-term insurance reserves as of December 31, 2021 totaled $4.0 billion.
+Added: The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are the significant judgment by management when developing the estimate of the insurance reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the actuarial methods and management’s significant assumptions related to loss development patterns and expected loss costs.
+Added: The audit effort also involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
These procedures included testing the effectiveness of controls relating to the Company’s valuation of insurance reserves, including controls over the development of the significant assumptions related to loss development patterns and expected loss costs.
−Removed: These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in (i) developing, for selected reserve components, an independent actuarial estimate of the insurance reserves, and comparison of this independent estimate to management’s actuarially determined reserves, and (ii) testing, for other selected reserve components, management’s process for estimating the insurance reserves.
−Removed: Developing the independent estimate
−Removed: involved testing the completeness and accuracy of data provided by management and independently developing the loss development patterns and expected loss costs.
−Removed: Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data provided by management.
+Added: These procedures also included, among others, the involvement of professionals with specialized skill
+Added: and knowledge to assist in (i) developing, for selected reserve components, an independent actuarial estimate of the insurance reserves, and comparison of this independent estimate to management’s actuarially determined reserves, and (ii) testing, for other selected reserve components, management’s process for estimating the insurance reserves.
+Added: Developing the independent estimate involved independently developing the loss development patterns and expected loss costs and testing the completeness and accuracy of data provided by management.
+Added: Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
−Removed: March 1, 2021
+Added: February 24, 2022
We have served as the Company’s auditor since 2014.
20 unchanged sentences
Total assets $ 33,252 $ 38,774
−Removed: Liabilities, mezzanine equity and equity
+Added: Liabilities, redeemable non-controlling interests and equity
Accounts payable $ 235 $ 860
10 unchanged sentences
Commitments and contingencies (Note 15)
−Removed: Mezzanine equity
Redeemable non-controlling interests 787 204
7 unchanged sentences
Total equity 12,967 15,145
−Removed: Total liabilities, mezzanine equity and equity $ 31,761 $ 33,252
+Added: Total liabilities, redeemable non-controlling interests and equity $ 33,252 $ 38,774
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
Year Ended December 31,
+Added: 2019 2020 2021
Revenue $ 13,000 $ 11,139 $ 17,455
10 unchanged sentences
Other income (expense), net 722 ( 1,625 ) 3,292
−Removed: Income (loss) before income taxes and loss from equity method investments 1,312 ( 8,433 ) ( 6,946 )
+Added: Loss before income taxes and loss from equity method investments ( 8,433 ) ( 6,946 ) ( 1,025 )
Provision for (benefit from) income taxes 45 ( 192 ) ( 492 )
Loss from equity method investments ( 34 ) ( 34 ) ( 37 )
−Removed: Net income (loss) including non-controlling interests 987 ( 8,512 ) ( 6,788 )
+Added: Net loss including non-controlling interests ( 8,512 ) ( 6,788 ) ( 570 )
net loss attributable to non-controlling interests, net of tax ( 6 ) ( 20 ) ( 74 )
−Removed: Net income (loss) attributable to Uber Technologies, Inc.
+Added: Net loss attributable to Uber Technologies, Inc.
$ ( 8,506 ) $ ( 6,768 ) $ ( 496 )
−Removed: Net income (loss) per share attributable to Uber Technologies, Inc.
+Added: Net loss per share attributable to Uber Technologies, Inc.
common stockholders:
1 unchanged sentence
Diluted $ ( 6.81 ) $ ( 3.86 ) $ ( 0.29 )
−Removed: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
+Added: Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic 1,248,353 1,752,960 1,892,546
Diluted 1,248,353 1,752,960 1,895,519
−Removed: (1) Our revenue and cost of revenue, exclusive of depreciation and amortization, have been retrospectively adjusted to reflect the implementation of our new accounting policy adopted in the fourth quarter of 2020.
−Removed: Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies for further information on the change in accounting policy.
The accompanying notes are an integral part of these consolidated financial statements.
UBER TECHNOLOGIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)
1 unchanged sentence
2019 2020 2021
−Removed: Net income (loss) including non-controlling interests $ 987 $ ( 8,512 ) $ ( 6,788 )
+Added: Net loss including non-controlling interests $ ( 8,512 ) $ ( 6,788 ) $ ( 570 )
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment ( 3 ) ( 350 ) 57
−Removed: Change in unrealized gain on investments in available-for-sale securities 40 4 2
+Added: Change in unrealized gain (loss) on investments in available-for-sale securities 4 2 ( 46 )
Other comprehensive income (loss), net of tax 1 ( 348 ) 11
−Removed: Comprehensive income (loss) including non-controlling interests 802 ( 8,511 ) ( 7,136 )
+Added: Comprehensive loss including non-controlling interests ( 8,511 ) ( 7,136 ) ( 559 )
comprehensive loss attributable to non-controlling interests ( 6 ) ( 20 ) ( 74 )
−Removed: Comprehensive income (loss) attributable to Uber Technologies, Inc.
+Added: Comprehensive loss attributable to Uber Technologies, Inc.
$ ( 8,505 ) $ ( 7,116 ) $ ( 485 )
1 unchanged sentence
UBER TECHNOLOGIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND EQUITY (DEFICIT)
−Removed: (In millions, except share amounts which are reflected in thousands)
−Removed: Redeemable Non-Controlling Interest Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Equity (Deficit)
−Removed: Shares Amount Shares Amount
−Removed: Balance as of December 31, 2017 $ — 863,305 $ 12,210 443,394 $ — $ 320 $ ( 3 ) $ ( 8,874 ) $ ( 8,557 )
−Removed: Issuance of Series G redeemable convertible preferred stock, net of issuance costs — 41,007 2,000 — — — — — —
−Removed: Repurchase of Series G redeemable convertible preferred stock from Didi — ( 754 ) ( 37 ) — — 4 — — 4
−Removed: Exercise of warrants — 54 3 34 — 1 — — 1
−Removed: Lapsing of repurchase option related to Series E redeemable convertible preferred stock issued to a non-employee service provider — — 1 — — — — — —
−Removed: Repurchase of outstanding shares — ( 5 ) — ( 2,553 ) — — — 13 13
−Removed: Exercise of stock options — — — 11,809 — 27 — — 27
−Removed: Issuance of restricted common stock — — — 514 — 21 — — 21
−Removed: Repurchase of unvested early-exercised stock options — — — ( 142 ) — — — — —
−Removed: Reclassification of early-exercised stock options from liability, net — — — — — 1 — — 1
−Removed: Stock-based compensation — — — — — 125 — — 125
−Removed: Issuance and repayment of employee loans collateralized by outstanding common stock — — — — — 4 — ( 1 ) 3
−Removed: Issuance of common stock as consideration for investment and acquisition — — — 4,133 — 144 — — 144
−Removed: Issuance of non-controlling interest 10 — — — — ( 10 ) — — ( 10 )
−Removed: Deferred tax benefit arising from acquisition of previously consolidated entity — — — — — 31 — — 31
−Removed: Unrealized gain on investments in available-for-sale securities, net of tax — — — — — — 40 — 40
−Removed: Foreign currency translation adjustment — — — — — — ( 225 ) — ( 225 )
−Removed: Net income (loss) ( 10 ) — — — — — — 997 997
−Removed: Balance as of December 31, 2018 $ — 903,607 $ 14,177 457,189 $ — $ 668 $ ( 188 ) $ ( 7,865 ) $ ( 7,385 )
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: UBER TECHNOLOGIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND EQUITY (DEFICIT)
+Added: CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
(In millions, except share amounts which are reflected in thousands)
28 unchanged sentences
UBER TECHNOLOGIES, INC.
−Removed: CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND EQUITY
+Added: CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
(In millions, except share amounts which are reflected in thousands)
19 unchanged sentences
UBER TECHNOLOGIES, INC.
+Added: CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
+Added: (In millions, except share amounts which are reflected in thousands)
+Added: Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity
+Added: Shares Amount
+Added: Balance as of December 31, 2020 $ 787 1,849,794 $ — $ 35,931 $ ( 535 ) $ ( 23,130 ) $ 701 $ 12,967
+Added: Exercise of stock options — 9,440 — 101 — — — 101
+Added: Stock-based compensation — — — 1,204 — — — 1,204
+Added: Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06 — — — ( 243 ) — — — ( 243 )
+Added: Reclassification of share-based award liability to additional paid-in capital — — — 4 — — — 4
+Added: Issuance of common stock under the Employee Stock Purchase Plan — 2,770 — 107 — — — 107
+Added: Issuance of common stock as consideration for acquisitions — 19,377 — 929 — — — 929
+Added: Issuance of common stock for settlement of Careem Convertible Notes — 4,225 — 232 — — — 232
+Added: Issuance of common stock for settlement of contingent consideration liability — 2,252 — 102 — — — 102
+Added: Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest — 4,641 — — — — — —
+Added: Re-measurement of non-controlling interest 1,052 — — ( 1,058 ) — — — ( 1,058 )
+Added: Acquisition of non-controlling interests ( 1,194 ) 20,641 — 1,327 — — — 1,327
+Added: Recognition of non-controlling interest upon sale of Freight Holding preferred stock — — — — — — 675 675
+Added: Derecognition of non-controlling interests upon divestiture ( 356 ) — — — — — ( 701 ) ( 701 )
+Added: Issuance of common stock for settlement of RSUs — 36,703 — — — — — —
+Added: Shares withheld related to net share settlement — ( 527 ) — ( 28 ) — — — ( 28 )
+Added: Unrealized loss on investments in available-for-sale securities, net of tax — — — — ( 46 ) — — ( 46 )
+Added: Foreign currency translation adjustment — — — — 57 — — 57
+Added: Net income (loss) ( 85 ) — — — — ( 496 ) 12 ( 484 )
+Added: Balance as of December 31, 2021 $ 204 1,949,316 $ — $ 38,608 $ ( 524 ) $ ( 23,626 ) $ 687 $ 15,145
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: UBER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
3 unchanged sentences
Cash flows from operating activities
−Removed: Net income (loss) including non-controlling interests $ 987 $ ( 8,512 ) $ ( 6,788 )
−Removed: Adjustments to reconcile net income (loss) to net cash used in operating activities:
+Added: Net loss including non-controlling interests $ ( 8,512 ) $ ( 6,788 ) $ ( 570 )
+Added: Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 472 575 902
2 unchanged sentences
Gain on extinguishment of convertible notes and settlement of derivatives ( 444 ) — —
+Added: Gain from sale of investments — — ( 413 )
Gain on business divestitures, net — ( 204 ) ( 1,684 )
Deferred income taxes ( 88 ) ( 266 ) ( 692 )
−Removed: Revaluation of derivative liabilities 501 ( 58 ) —
−Removed: Accretion of discount on long-term debt 318 82 45
−Removed: Payment-in-kind interest 71 10 —
Impairment of debt and equity securities — 1,690 —
2 unchanged sentences
Unrealized (gain) loss on debt and equity securities, net ( 2 ) 125 ( 1,142 )
−Removed: Gain on forfeiture of unvested warrants and related share repurchases ( 152 ) — —
Unrealized foreign currency transactions 16 48 38
−Removed: Other 60 ( 19 ) ( 43 )
Change in assets and liabilities, net of impact of business acquisitions and disposals:
9 unchanged sentences
Cash flows from investing activities
−Removed: Proceeds from sale and disposal of property and equipment 369 51 3
Purchases of property and equipment ( 588 ) ( 616 ) ( 298 )
−Removed: Purchases of equity method investments ( 412 ) — —
Purchases of non-marketable equity securities ( 100 ) ( 10 ) ( 982 )
1 unchanged sentence
Proceeds from maturities and sales of marketable securities 2 1,360 2,291
+Added: Proceeds from sale of non-marketable equity securities — — 500
+Added: Proceeds from sale of equity method investments — — 1,000
Proceeds from business disposal, net of cash divested 293 — —
1 unchanged sentence
Return of capital from equity method investee — 91 —
−Removed: Purchase of notes receivable — — ( 185 )
+Added: Purchase of notes receivables — ( 185 ) ( 297 )
Other investing activities 51 63 12
Net cash used in investing activities ( 790 ) ( 2,869 ) ( 1,201 )
+Added: Cash flows from financing activities
+Added: Proceeds from issuance of common stock upon initial public offering, net of offering costs 7,973 — —
+Added: Taxes paid related to net share settlement of equity awards ( 1,573 ) ( 17 ) ( 27 )
+Added: Proceeds from issuance of common stock related to private placement 500 — —
UBER TECHNOLOGIES, INC.
3 unchanged sentences
2019 2020 2021
−Removed: Cash flows from financing activities
−Removed: Proceeds from issuance of common stock upon initial public offering, net of offering costs — 7,973 —
−Removed: Taxes paid related to net share settlement of equity awards — ( 1,573 ) ( 17 )
−Removed: Proceeds from issuance of common stock related to private placement — 500 —
−Removed: Proceeds from issuance of subsidiary preferred stock units — 1,000 247
+Added: Proceeds from issuance and sale of subsidiary preferred stock units 1,000 247 675
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 49 125 107
2 unchanged sentences
Principal repayment on Careem Notes — ( 891 ) ( 307 )
−Removed: Principal repayment on revolving lines of credit ( 491 ) — —
−Removed: Principal payments on capital and finance leases ( 89 ) ( 138 ) ( 224 )
−Removed: Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs 1,750 — —
−Removed: Repurchase of stock subject to put options related to Yandex — ( 74 ) —
+Added: Principal payments on finance leases ( 138 ) ( 224 ) ( 226 )
Other financing activities ( 34 ) 38 101
13 unchanged sentences
Conversion of convertible notes to common stock upon initial public offering 4,229 — —
−Removed: Financed construction projects 177 — —
−Removed: Capital and finance lease obligations 165 251 196
−Removed: Settlement of litigation through issuance of redeemable convertible preferred stock 250 — —
+Added: Conversion of convertible notes to common stock related to Careem — — 232
+Added: Finance lease obligations 251 196 184
Common stock issued in connection with acquisitions 9 3,898 1,868
−Removed: Ownership interest in MLU B.V.
−Removed: received in connection with the disposition of Uber Russia/CIS operations 1,410 — —
−Removed: Grab debt security received in exchange for the sale of Southeast Asia operations 2,275 — —
−Removed: Ownership interest in Zomato received in exchange for the divestiture of Uber Eats India operations — — 171
−Removed: Issuance of unsecured convertible notes in connection with Careem acquisition — — 1,228
−Removed: Holdback amount of unsecured convertible notes in connection with Careem acquisition — — 423
+Added: Ownership interest received in exchange for divestitures — 171 1,018
+Added: Issuance of Careem Notes including the holdback amount — 1,634 —
The accompanying notes are an integral part of these consolidated financial statements.
7 unchanged sentences
Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”).
−Removed: 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 (“Delivery People”) for meal preparation, grocery and other delivery services.
−Removed: Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Delivery People are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks.
+Added: 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.
+Added: 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 with carriers in the freight industry.
4 unchanged sentences
We consolidate our wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control, and variable interest entities (“VIE”) where we are deemed to be the primary beneficiary.
−Removed: Refer to Note 16 - Variable Interest Entities ("VIEs") for further information.
+Added: Refer to Note 16 – Variable Interest Entities for further information.
All intercompany balances and transactions have been eliminated.
−Removed: Change in Accounting Policy
−Removed: During the fourth quarter of 2020, we changed our accounting policy related to the presentation of cumulative payments to Drivers in excess of cumulative revenue from Drivers.
−Removed: Our policy for the presentation of these excess cumulative payments has changed from presenting them within cost of revenue, exclusive of depreciation and amortization, to presenting them as a reduction of revenue in our consolidated statements of operations.
−Removed: As our business has evolved, we believe our new presentation policy is preferable as it better reflects the financial performance of transactions with customers across all of our businesses and provides more clarity about changes in both revenue and cost of revenue, exclusive of depreciation and amortization, resulting in improved financial reporting and alignment with financial information used internally by management.
−Removed: In accordance with generally accepted accounting principles, all periods presented below have been retrospectively adjusted to reflect the effects of the change to revenue and cost of revenue, exclusive of depreciation and amortization.
−Removed: There was no net impact to loss from operations, net income (loss) attributable to Uber Technologies, Inc., or net income (loss) per share for any periods presented.
−Removed: The consolidated balance sheets, consolidated statements of mezzanine equity and equity (deficit), and the consolidated statements of cash flows are not affected by this change in accounting policy.
−Removed: The effect of the change is as follows:
−Removed: Year Ended December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020
−Removed: Previously Reported Effect of Change As Adjusted Previously Reported Effect of Change As Adjusted Computed Under Previous Method Effect of Change As Reported
−Removed: Revenue $ 11,270 ( 837 ) $ 10,433 $ 14,147 ( 1,147 ) $ 13,000 $ 12,422 ( 1,283 ) $ 11,139
−Removed: Cost of revenue, exclusive of depreciation and amortization 5,623 ( 837 ) 4,786 7,208 ( 1,147 ) 6,061 6,437 ( 1,283 ) 5,154
Use of Estimates
2 unchanged sentences
On an ongoing basis, management evaluates estimates, including, but not limited to:
−Removed: the incremental borrowing rate (“IBR”) applied in lease accounting;
fair values of investments and other financial instruments (including the measurement of credit or impairment losses);
24 unchanged sentences
Our operations have historically been funded through equity and debt financings.
−Removed: While management currently anticipates that our available cash and cash equivalents, short-term investments, and revolving credit facility will be sufficient to meet our operational cash needs for at least the next twelve months from the date of issuance of these financial statements, additional capital may need to be raised or additional indebtedness incurred to continue to fund the operations and other strategic initiatives.
−Removed: We may not be able to obtain additional financing on favorable terms, if at all, or our ability to incur additional indebtedness may be restricted by the terms of our existing debt instruments.
+Added: While management currently anticipates that our available cash and cash equivalents, and revolving credit facility will be sufficient to meet our operational cash needs for at least the next twelve months from the date of issuance of these financial statements, additional capital may need to be raised or additional indebtedness incurred to continue to fund the operations and other strategic initiatives.
+Added: We may not be able to obtain additional
+Added: financing on favorable terms, if at all, or our ability to incur additional indebtedness may be restricted by the terms of our existing debt instruments.
In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.
COVID-19 has rapidly impacted market and economic conditions globally.
−Removed: In an attempt to limit the spread of the virus, various governmental restrictions have been implemented, including business activities and travel restrictions, and “shelter-at-home” orders, that have had an adverse impact on our business and operations by reducing, in particular, the global demand for Mobility offerings.
−Removed: In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows.
−Removed: The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak both globally and within the United States, including whether there will be further resurgences of COVID-19 in various regions, the distribution of vaccines in various regions, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-user’ behavior, all of which are highly uncertain and cannot be predicted.
+Added: In an attempt to limit the spread of the virus, various governmental restrictions have been implemented, including business activities and travel restrictions, and “shelter-at-home” orders, that have had an adverse impact on our business and operations by reducing, in particular, the global demand for Mobility offerings, while accelerating the growth of our Delivery offerings.
+Added: In light of the evolving nature of COVID-19 and the uncertainty it continues to produce around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows.
+Added: The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including:
+Added: the duration of the spread of the outbreak (both globally and within the United States), including whether there will be further resurgences of the outbreak or variants of the virus;
+Added: the distribution of vaccines in various regions;
+Added: the impact on capital, foreign currencies exchange and financial markets;
+Added: governmental or regulatory orders that impact our business;
+Added: and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.
Cash and Cash Equivalents
−Removed: Cash and cash equivalents as of December 31, 2019 and 2020 consisted of cash held in checking and savings accounts as well as investments in money market funds, commercial paper, U.S.
+Added: Cash and cash equivalents consist of cash held in checking and savings accounts as well as investments in money market funds, commercial paper, U.S.
government and agency securities, and corporate bonds.
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Restricted Cash and Cash Equivalents
−Removed: Restricted cash and cash equivalents is pledged as security for letters of credit or other collateral amounts established by us for certain insurance policies and also include cash and cash equivalents that are unavailable for immediate use due to legal and/or contractual restrictions.
−Removed: Restricted cash and cash equivalents is classified as current and non-current assets based on the contractual or estimated term of the remaining restriction.
+Added: Restricted cash and cash equivalents are pledged as security for letters of credit or other collateral amounts established by us for certain insurance policies and also include cash and cash equivalents that are unavailable for immediate use due to legal and/or contractual restrictions.
+Added: Restricted cash and cash equivalents are classified as current and non-current assets based on the contractual or estimated term of the remaining restriction.
The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows (in millions):
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These funds, previously held in a trust account, were withdrawn by James River during the fourth quarter of 2019 upon notice of cancellation of their insurance policies (primarily auto insurance policies) issued to one of our subsidiaries.
−Removed: The funds continue to serve as collateral for us and our subsidiary’s current and future claim settlement obligations under the indemnification agreements for these insurance policies as included in insurance reserves on the consolidated balance sheets .
−Removed: Accordingly, the amount withdrawn is presented as collateral held by insurer on the consolidated balance sheets as of December 31, 2019 and 2020.
+Added: As of December 31, 2020, the funds served as collateral for us and our subsidiary’s current and future claim settlement obligations under the indemnification agreements for these insurance policies as included in insurance reserves on the consolidated balance sheet .
+Added: Accordingly, the amount withdrawn is presented as collateral held by insurer on the consolidated balance sheet as of December 31, 2020.
+Added: During the third quarter of 2021 , in connection with the legacy auto insurance transfer as described below, James River returned funds, previously presented as collateral held by insurer, to the trust account where the funds were previously held.
+Added: Accordingly, the funds were reclassified from c ollateral held by insurer to non-current restricted cash and cash equivalents on our consolidated balance sheet as of December 31, 2021.
+Added: Legacy Auto Insurance Transfer
+Added: On September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive insurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance Agreement (the “LPTA”) with James River effective July 1, 2021.
+Added: Pursuant to the LPTA, our captive insurance subsidiary reinsured certain automobile liability insurance risks relating to activity on our platform between 2013 and 2019 in exchange for payment by James River to our captive insurance subsidiary of a premium in the amount of $ 345 million (“Premium”).
+Added: Subsequent to the LPTA, we retain substantially all of the liabilities on these policies when taken together with previous risk transfer arrangements.
+Added: In connection with the LPTA, claims currently administered by James River will be transferred to a third-party claims administrator for ongoing handling (the “Transferred Claims”) at our expense.
+Added: The liabilities associated with the Transferred Claims were re-evaluated as of September 30, 2021, and adverse development was recognized on certain of those liabilities.
+Added: During the third quarter of 2021, we recognized a $ 103 million charge in our consolidated statement of operations consisting of the difference between
+Added: the Premium and the assumed liabilities (including the cost of future claims administration), expenses associated with the LPTA, and the adverse development on the Transferred Claims.
Accounts Receivable and Allowance for Doubtful Accounts
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Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date.
−Removed: The interest rate used to determine the present value of the future lease payments is our IBR, because the interest rate implicit in most of our leases is not readily determinable.
−Removed: The IBR is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest the we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis.
+Added: The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate (“IBR”), because the interest rate implicit in most of our leases is not readily determinable.
+Added: The IBR is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest we would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis.
Lease payments may be fixed or variable;
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depreciation on a straight-line basis over the lease term and interest using the effective interest method.
−Removed: As of December 31, 2019 and 2020, less than 13 % and 12 % of our operating lease ROU assets related to leased assets were outside of the U.S., respectively.
+Added: As of December 31, 2020 and 2021, less than 12 % of our operating lease ROU assets related to leased assets were outside of the U.S.
We account for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”).
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Accounting for our equity securities varies depending on the marketability of the security and the type of investment.
−Removed: We have elected to measure the majority of our investments in non-marketable equity securities at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment.
−Removed: This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election.
−Removed: Equity securities that we elected to apply the fair value option and equity securities with a readily determinable fair value are measured at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations.
−Removed: We had no investments in equity securities whose fair value was readily determinable as of December 31, 2019 and 2020.
+Added: Our marketable equity securities in publicly traded companies are measured at fair value with unrealized gains and losses recognized in the consolidated statements of operations.
+Added: Certain investments in non-marketable equity securities are measured at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment.
+Added: We reassess at each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for fair value measurement alternative.
+Added: Non-marketable equity securities that we elected to apply the fair value option and equity securities with a readily determinable fair value are measured at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations.
We evaluate our non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators.
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government and agency securities and corporate bonds.
−Removed: Certain investments in non-marketable equity securities with redemption, interest, or other debt-like features are classified as available-for-sale debt securities.
+Added: As of December 31, 2020, certain investments in non-marketable equity securities with redemption, interest, or other debt-like features were classified as available-for-sale debt securities.
Subsequent changes in fair value of available-for-sale debt securities are recorded in other comprehensive income (loss), net of tax.
We record certain of our debt securities at fair value with the changes in fair value recorded in earnings under the fair value option of accounting for financial instruments.
−Removed: We consider our marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities as short-term investments on the consolidated balance sheets.
−Removed: Certain investments in non-marketable debt securities classified as available-for-sale debt securities are included in investments on the consolidated balance sheets.
+Added: As of December 31, 2020, we considered our marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities as short-term investments on the consolidated balance sheet.
+Added: Certain investments in non-marketable debt securities classified as available-for-sale debt securities were included in investments on the consolidated balance sheet.
Allowance for Credit Losses on Available-for-sale Debt Securities
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Investments in common stock or in-substance common stock of entities that provide us with the ability to exercise significant influence, but not a controlling financial interest, over the investee are accounted for under the equity method of accounting, unless the fair value option is elected.
−Removed: At December 31, 2020, our investment in Lime Common Stock was our only equity method investments
−Removed: for which the fair value option was elected.
−Removed: Refer to Note 3 - Investments and Fair Value Measurement for further information regarding our 2020 Lime Investments.
−Removed: Our investments in Lime Common Stock, Lime 1-C Preferred Stock, Lime-1-C Preferred Stock Warrants, and the Lime Convertible Note (collectively, the “2020 Lime Investments”) are measured at fair value on a recurring basis with changes in fair value reflected in earnings.
Investments accounted for under the equity method are initially recorded at cost.
−Removed: Subsequently, we recognize through the consolidated statements of operations and as an adjustment to the investment balance, our proportionate share of the entities’ net income or loss and to reflect the amortization of basis differences.
−Removed: We record our share of the results of equity method investments one quarter in arrears within earnings in equity interests as loss from equity method investment, net of tax in the consolidated statements of operations.
+Added: Subsequently, we recognize through the consolidated statements of operations and as an adjustment to the investment balance, our proportionate share of the investees’ net income or loss and the amortization of basis differences.
+Added: We record our share of the results of equity method investments one quarter in arrears as income (loss) from equity method investment, net of tax in the consolidated statements of operations.
We evaluate each of our equity method investments at the end of each reporting period to determine whether events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable.
−Removed: We recognize in the consolidated statements of operations and as an adjustment to the investment balance, any required impairment loss.
+Added: We recognize in the
+Added: consolidated statements of operations and as an adjustment to the investment balance, any required impairment loss.
Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment.
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Level 3 Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.
−Removed: Our primary financial instruments include cash equivalents, marketable debt securities, restricted cash and cash equivalents, receivables, investments, accounts payable, accrued liabilities, long-term debt, and embedded derivatives and warrants.
+Added: Our primary financial instruments include cash equivalents, restricted cash and cash equivalents, receivables, investments, accounts payable, accrued liabilities, long-term debt, and, prior to 2021, marketable debt securities, embedded derivatives and warrants.
The estimated fair value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their carrying value due to the short-term maturities of these instruments.
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If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP.
−Removed: Refer to Note 16 - Variable Interest Entities ("VIEs") for further information.
+Added: Refer to Note 16 – Variable Interest Entities for further information.
Revenue Recognition
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We derive our revenues principally from Drivers’ and Merchants’ use of our platform, on-demand lead generation, and related services, including facilitating payments from end-users.
−Removed: The service enables Drivers and Merchants to seek, receive and fulfill on-demand requests from end-users seeking Mobility or Delivery services
−Removed: (collectively the “Uber Service”).
−Removed: Beginning in 2020, in certain markets we also generate revenue from end-users we charge a direct fee for use of the platform and in exchange for Delivery services.
−Removed: Additionally, we derive revenue from customers' use of Freight, and Advanced Technologies Group (“ATG”) and Other Technology Programs.
+Added: The service enables Drivers and Merchants to seek, receive and fulfill on-demand requests from end-users seeking Mobility or Delivery services (collectively the “Uber Service”).
+Added: Beginning in 2020, in certain markets we also generate revenue from end-users.
+Added: We charge a direct fee for use of the platform and in exchange for Delivery services.
+Added: Additionally, we derive revenue from customers' use of Freight services.
We periodically reassess our revenue recognition policies as new offerings become material, and business models and other factors evolve.
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We present revenue on a net basis for these transactions, as we do not control the service provided by Drivers to end-users.
−Removed: We recognized total revenue of $ 323 million associated with these fees charged to end-users for the year ended December 31, 2020.
+Added: For the years ended December 31, 2020 and 2021, we recognized total revenue of $ 323 million and $ 336 million, respectively, associated with these fees charged to end-users.
Additionally, during the first quarter of 2020, we modified our arrangements in certain markets and as a result, concluded we are responsible for delivery services to end-users in those markets.
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We recognize delivery service revenue associated with our performance obligation over the contract term, which represents its performance over the period of time the delivery is occurring.
−Removed: We recognized revenue of $ 91 million and cost of revenue, exclusive of depreciation and amortization of $ 439 million for the year ended December 31, 2020 associated with these delivery transactions.
+Added: For the year ended December 31, 2020, we recognized revenue from end-users of $ 91 million and cost of revenue, exclusive of depreciation and amortization of $ 439 million associated with these delivery transactions.
+Added: For the year ended December 31, 2021, we recognized revenue from end-users of $ 710 million and cost of revenue, exclusive of depreciation and amortization of $ 2.4 billion associated with these delivery transactions.
In all markets aside from the above two scenarios, end-users access the platform for free and we have no performance obligation to end-users.
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Accordingly, we recognize revenue on a net basis, representing the fee we expect to receive in exchange for us providing the service to Drivers and Merchants.
−Removed: In certain markets, we promise Delivery services to end-users for a fee and separately subcontract with Delivery People to provide delivery services.
+Added: In certain markets, we promise Delivery services to end-users for a fee and separately subcontract with Couriers to provide delivery services.
In these markets, we are the principal for the Delivery services and present Delivery revenue on a gross basis because we are primarily responsible for the services.
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Depending on the market where the trip is completed, the service fee is either a fixed percentage of the end-user fare or the difference between the amount paid by an end-user and the amount earned by Drivers.
−Removed: In markets where we earn the difference
−Removed: between the amount paid by an end-user and the amount earned by Drivers, end-users are quoted a fixed upfront price for ridesharing services while we pay Drivers based on actual time and distance for the ridesharing services provided.
+Added: In markets where we earn the difference between the amount paid by an end-user and the amount earned by Drivers, end-users are quoted a fixed upfront price for ridesharing services while we pay Drivers based on actual time and distance for the ridesharing services provided.
Therefore, we can earn a variable amount and may realize a loss on the transaction.
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As such, uncollected service fees for cash trips are not recognized in the consolidated financial statements until collected from Drivers.
−Removed: Mobility revenue also includes Other revenue primarily from financial partnerships, service fees charged to our Uber for Business (“U4B”) and Vehicle Solutions.
−Removed: Vehicle Solutions revenue is accounted for as an operating lease as defined under ASC 842 and we recognize revenue from these arrangements as lease payments are collected.
−Removed: Revenue attributable to this category was not material in all periods presented.
−Removed: We derive our Delivery revenue primarily from service fees paid by Delivery People and Merchants for use of the platform and related service to successfully complete a meal delivery service on the platform.
+Added: Mobility revenue also includes immaterial revenue streams such as our financial partnerships products and Vehicle Solutions.
+Added: We derive our Delivery revenue primarily from service fees paid by Couriers and Merchants for use of the platform and related service to successfully complete a meal delivery service on the platform.
+Added: In certain markets, Delivery also includes offerings for grocery, alcohol and convenience store delivery as well as select other goods.
We recognize revenue when a Delivery transaction is complete.
In the majority of transactions, the service fee paid by Merchants is a fixed percentage of the meal price.
−Removed: The service fee paid by Delivery People is the difference between the delivery fee amount paid by the end-user and the amount earned by the Delivery People.
−Removed: End-users are quoted a fixed price for the meal delivery while we pay Delivery People based on time and distance for the delivery.
+Added: The service fee paid by Couriers is the difference between the delivery fee amount paid by the end-user and the amount earned by the Couriers.
+Added: End-users are quoted a fixed price for the meal delivery while we pay Couriers based on time and distance for the delivery.
Therefore, we earn a variable amount on a transaction and may realize a loss on the transaction.
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We derive our Freight revenue from freight transportation services provided to Shippers.
−Removed: Revenue for Freight represents the gross amount of fees charged to Shippers for these services.
−Removed: Costs incurred with carriers for Freight transportation are recorded in cost of revenue.
+Added: With the acquisition of Tupelo Parent, Inc.
+Added: (“Transplace”) during the fourth quarter of 2021, our Freight revenue also includes revenue from transportation management.
+Added: Refer to Note 18 – Business Combinations for further information on the Transplace acquisition.
+Added: Brokerage revenue represents the gross amount of fees charged to Shippers for our services because we control the service provided to customers.
+Added: Costs incurred with carriers for Brokerage are recorded in cost of revenue.
Shippers contract with us to utilize our network of independent freight carriers to transport freight.
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We enter into separate contracts with independent freight carriers and are responsible for prompt payment of freight charges to the carrier regardless of payment by the Shipper.
−Removed: Our sole performance obligation is the transport of Shipper freight using our network of independent freight carriers.
−Removed: We invoice the Shipper upon satisfaction of the performance obligation.
+Added: We invoice the Shipper upon satisfaction of our sole performance obligation to transport a Shipper’s freight using our network of independent freight carriers.
+Added: We recognize revenue associated with our performance obligation over the contract term, which represents our performance over the period of time a shipment is in transit.
+Added: While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material.
+Added: Payment for our services is generally due within 30 to 45 days upon receipt of invoice.
+Added: Transportation Management
+Added: We provide an integrated logistics and transportation service, which can include shipment planning, freight optimization, carrier assignment, load management, freight audit and payment processing and other related transportation services.
+Added: Our sole performance obligation in these contracts is the integration of these services to transport the Shipper’s freight on a shipment-by-shipment basis.
+Added: The majority of our transportation management revenue is recognized on a gross basis in the amount of gross fees charged to Shippers upon satisfaction of our performance obligation because we control the service provided to customers.
+Added: Costs incurred with carriers for these transactions are recorded in cost of revenue.
+Added: In transactions where we do not control the service provided to customers, we recognize revenue on a net basis.
+Added: Revenue is recognized as our performance obligation is satisfied, which generally represents the transit period from origin to destination by a third-party carrier.
+Added: While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material.
+Added: Payment for our services is generally due within 30 to 60 days upon completion of our performance obligation.
+Added: Principal vs.
+Added: Agent Considerations
Judgment is required in determining whether we are the principal or agent in transactions with Shippers.
−Removed: For each contract entered into with a Shipper, we are responsible for identifying and directing independent freight carriers to transport the Shipper's goods.
−Removed: We therefore control the service before it is transferred to the Shipper.
+Added: For each contract entered into with a Shipper where we are responsible for identifying and directing independent freight carriers to transport the Shipper's goods, we control the service before it is transferred to the Shipper.
We are primarily responsible for fulfilling the contract with the Shipper, including having discretion in selecting a qualified independent freight carrier that meets the Shipper's specifications.
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Accordingly, we are the principal in these transactions.
−Removed: In consideration for our Freight services, Shippers pay us a fixed amount for each completed shipment.
−Removed: When the Shipper's freight reaches its intended destination, our performance obligation is complete.
−Removed: We recognize revenue associated with our performance obligation over the contract term, which represents its performance over the period of time a shipment is in transit.
−Removed: While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material.
−Removed: Payment for our services is generally due within 30 to 45 days upon receipt of invoice.
+Added: In certain arrangements, we do not control the service provided to customers and recognize the related revenue on a net basis.
+Added: Contracts where we do not control the service before it is transferred to the Shipper are not material for the years ended December 31, 2019, 2020 and 2021.
All Other Revenue
−Removed: E-Bikes and Scooters
+Added: E-Bikes and E-Scooters
Prior to the second quarter of 2020, All Other revenue (formerly our Other Bets segment) consisted primarily of revenue from New Mobility products, which were derived from operating leases as defined within ASC 842.
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Users contracted with us via a rental agreement at the inception of each trip.
−Removed: We were responsible for providing access to the e-bikes and scooters over the user’s desired period of use.
+Added: We were responsible for providing access to the e-bikes and e-scooters over the user’s desired period of use.
We recorded lease payments received upon completion of each trip.
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Refer to Note 19 – Divestitures for further information on the JUMP Divestiture.
−Removed: ATG and Other Technology Programs Collaboration Revenue
+Added: Advanced Technologies Group (“ATG”) and Other Technology Programs Collaboration Revenue
In 2019, we entered into a three-year joint collaboration agreement with certain third parties to develop next–generation self-driving technology.
−Removed: Under this collaboration agreement, we receive cash consideration over the three-year term.
+Added: Under this collaboration agreement, we received cash consideration over the three-year term.
We have applied ASC 808, Collaborative Arrangements for recognition and presentation of the consideration received as collaboration revenue.
−Removed: Refer to Note 19 - Divestitures for further information.
+Added: Refer to Note 17 – Non-Controlling Interests for further information.
Incentives to Customers
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Fair value of the service is established using amounts paid to vendors for similar services.
−Removed: The amounts paid to customers presented as sales and marketing expenses for the years ended December 31, 2018 and 2019 were $ 136 million and $ 103 million, respectively.
−Removed: Amounts in 2020 were immaterial.
+Added: The amounts paid to customers presented as sales and marketing expenses for the years ended December 31, 2019, 2020 and 2021 were immaterial.
In some transactions, incentives and payments made to customers may exceed the revenue earned in the transaction.
In these transactions, the resulting shortfall amount is recorded as a reduction of revenue.
+Added: Advertising Revenue
+Added: We derive the majority of our advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising on our platform.
+Added: Advertising revenue is recognized when an end-user engages with the sponsored listing based on the number of clicks.
+Added: Revenue is presented on a gross basis in the amount billed to merchants as we control the advertisement before it is transferred to the end-user.
End-User Discounts and Promotions
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Refunds to end-users due to end-user dissatisfaction with the Platform are recorded as marketing expenses and reduce the accounts receivable amount associated with the corresponding transaction.
−Removed: We have elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions, and collected from Drivers and Merchants and remitted to governmental authorities.
+Added: We have elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions, and collected from Drivers, Merchants and end-users and remitted to governmental authorities.
Accordingly, such amounts are not included as a component of revenue or cost of revenue.
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We estimate the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.
−Removed: We estimate the expected term for non-employees based on the contractual term.
−Removed: The expected risk-free interest rate is based on the United States ("U.S.") Treasury yield curve in effect at the time of grant.
+Added: We estimate the expected term for non-employees’ options based on the contractual term.
The expected dividend yield is 0.0 % as we have not paid and do not anticipate paying dividends on our common stock.
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We have granted RSUs and stock options that vest only upon the satisfaction of all the following conditions:
−Removed: service-based service conditions, performance-based conditions, and market-based conditions.
+Added: service-based service conditions, performance-based conditions, and/or market-based conditions.
The service-based condition for these awards generally is satisfied over four years .
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In 2019, we determine volatility over an expected term of six months based on our historical volatility and twelve months based on the average of our historical volatility and our peer group.
−Removed: In 2020, we determine volatility over an expected term of six months and twelve months based on our historical volatility.
+Added: In 2020 and 2021, we determine volatility over an expected term of six months and twelve months based on our historical volatility.
We estimate the expected term based on the contractual term.
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We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements.
−Removed: In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered.
We account for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.
Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized.
+Added: We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes in the consolidated statements of operations.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-than-not expected to be realized based on the weighting of positive and negative evidence.
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Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute the business plans and/or tax planning strategies.
−Removed: Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed.
+Added: Should there be a change in the ability to recover deferred tax assets, our income tax provision would increase or decrease in the period in
+Added: which the assessment is changed.
We elected the tax law ordering approach in assessing the realizability of net operating losses expected to offset future Global Intangible Low-taxed Income (“GILTI”).
+Added: We have elected to treat any potential GILTI inclusions as a period cost.
The establishment of deferred tax assets from intra-entity transfers of intangible assets requires management to make significant estimates and assumptions to determine the fair value of such intangible assets.
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Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.
−Removed: We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes in the consolidated statements of operations.
Set forth below is a brief description of the components of our expenses:
−Removed: • Cost of revenue, exclusive of depreciation and amortization, primarily consists of certain insurance costs related to our Mobility and Delivery offerings, credit card processing fees, bank fees, data center and networking expenses, mobile device
−Removed: and service costs, costs incurred for certain Delivery transactions where we are primarily responsible for delivery services and pay Delivery People for services provided, costs incurred with carriers for Uber Freight transportation services, amounts related to fare chargebacks and other credit card losses .
+Added: • Cost of revenue, exclusive of depreciation and amortization, primarily consists of certain insurance costs related to our Mobility and Delivery offerings, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, costs incurred for certain Delivery transactions where we are primarily responsible for delivery services and pay Couriers for services provided, costs incurred with carriers for Uber Freight transportation services, amounts related to fare chargebacks and other credit card losses .
• Operations and support expenses primarily consist of compensation costs, including stock-based compensation, for employees that support operations in cities, including the general managers, Driver operations, platform user support representatives and community managers.
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We expense advertising and other promotional expenditures as incurred.
−Removed: Advertising expenses totaled $ 1.3 billion, $ 1.3 billion and $ 992 million for the years ended December 31, 2018, 2019 and 2020, respectively.
+Added: Advertising expenses totaled $ 1.3 billion, $ 1.0 billion and $ 1.7 billion for the years ended December 31, 2019, 2020 and 2021, respectively.
Discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 2.5 billion, $ 2.0 billion, and $ 2.4 billion for the years ended December 31, 2019, 2020 and 2021, respectively.
• Research and development expenses primarily consist of compensation costs, including stock-based compensation, for employees in engineering, design and product development.
−Removed: Expenses includes ATG and Other Technology Programs development expenses, as well as expenses associated with ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs.
+Added: Expenses includes ATG and Other Technology Programs development expenses prior to the divestiture of our ATG business in January 2021, as well as expenses associated with ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs.
• General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and general corporate insurance costs.
General and administrative expenses also include certain legal settlements.
−Removed: • Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, leased vehicles, furniture and fixtures, and amortization of intangible assets.
+Added: • Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, furniture and fixtures, and amortization of intangible assets.
Restructuring and Related Charges
14 unchanged sentences
Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period and are recorded in the current period consolidated statement of operations.
−Removed: Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other income (expense), net in the consolidated statement of operations.
+Added: Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other income (expense), net in the consolidated statements of operations.
Subsidiary assets and liabilities with non-U.S.
26 unchanged sentences
We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated.
−Removed: If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the consolidated financial statements.
−Removed: We review the developments in contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed.
−Removed: We make adjustments to provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.
+Added: If we determine that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the consolidated financial statements.
+Added: We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed.
+Added: We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information.
Significant judgment is required to determine both the probability and the estimated amount of loss.
−Removed: The outcome of litigation, indirect tax examinations and investigations are inherently uncertain.
+Added: The outcomes of litigation, indirect tax examinations and investigations are inherently uncertain.
Therefore, 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, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
2 unchanged sentences
Legal fees and other costs associated with such actions are expensed as incurred.
−Removed: Pending Transaction
−Removed: Joint Venture Agreement with SK Telecom
−Removed: In October 2020, we entered into a joint venture agreement with SK Telecom Co., LTD.
−Removed: (“SK Telecom”).
−Removed: Pursuant to this agreement, we and T map Mobility Co., Ltd.
−Removed: (“Mobility Company”), a spin-off of SK Telecom’s mobility business, will form a joint venture (the “JV Business”) in South Korea, focused on the business of e-hailing of passenger transportation (including taxis and limousines).
−Removed: Uber has agreed to invest an aggregate of approximately $ 100 million in the JV Business.
−Removed: At the date of the close of the transaction, we will own a majority stake in the JV Business.
−Removed: Subject to certain conditions, we and Mobility Company will have certain fair value put and call rights with respect to the non-controlling interest in the JV Business held by the Mobility Company.
−Removed: The transaction is subject to customary closing conditions and is expected to close in the first half of 2021.
Recently Adopted Accounting Pronouncements
−Removed: In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments” to require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.
−Removed: The standard also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
−Removed: ASC 326 was subsequently amended by ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” We adopted the standard and related amendments effective January 1, 2020 on a modified retrospective basis.
−Removed: The adoption of the new standard did not have a material impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820):
−Removed: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which modifies the disclosure requirements in ASC 820, “Fair Value Measurement” (“ASC 820”).
−Removed: We adopted the new standard effective January 1, 2020 on a prospective basis.
−Removed: The adoption of the new standard did not have a material impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):
−Removed: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use-software.
−Removed: We adopted the new standard effective January 1, 2020 on a prospective basis.
−Removed: The adoption of the new standard did not have a material impact on our consolidated financial statements.
−Removed: In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810):
−Removed: Targeted Improvements to Related Party Guidance for Variable Interest Entities,” which amends the guidance for determining whether a decision-making fee is a variable interest and requires organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety.
−Removed: We adopted the new standard effective January 1, 2020 on a retrospective basis.
−Removed: The adoption of the new standard did not have a material impact on our consolidated financial statements.
−Removed: In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740):
−Removed: “Simplifying the Accounting for Income Taxes,” which removes certain exceptions for performing intraperiod allocation, recognizing deferred taxes for investments, and calculating income taxes in interim periods.
−Removed: The guidance reduces complexity in certain areas, including franchise taxes that are partially based on income and accounting for tax law changes in interim periods.
−Removed: We early adopted the new standard effective January 1, 2020 on a prospective basis.
−Removed: The adoption of the new standard did not have a material impact on our consolidated financial statements.
−Removed: Recently Issued Accounting Pronouncements Not Yet Adopted
In January 2020, the FASB issued ASU 2020-01, “Investments-Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815):
Clarifying the Interactions between Topic 321, Topic 323, and Topic 815,” which clarifies the interaction of the accounting for equity investments under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815.
+Added: We adopted the new standard on January 1, 2021 on a prospective basis.
+Added: The adoption of the new standard did not have a material impact on our consolidated financial statements.
+Added: In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
+Added: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which reduced the number of models used to account for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that would have been previously been accounted for as derivatives and modifies the diluted earnings per share calculations for convertible instruments.
+Added: We early adopted the new standard on January 1, 2021 on a modified retrospective basis.
+Added: Refer to Note 8 – Long-Term Debt and Revolving Credit Arrangements for the impact of adoption on our 2025 Convertible Notes and Note 13 – Net Income (Loss) Per Share for the impact on our earnings per share calculation.
+Added: Recently Issued Accounting Pronouncements Not Yet Adopted
+Added: In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805):
+Added: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if it had originated the contracts.
The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.
1 unchanged sentence
We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.
−Removed: In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued.
−Removed: The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter.
+Added: In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832):
+Added: Disclosures by Business Entities about Government Assistance,” which requires disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.
+Added: The standard is effective for public companies for fiscal years beginning after December 15, 2021.
+Added: Early adoption is permitted.
We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.
−Removed: In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liability
−Removed: and equity, including convertible instruments and contracts on an entity’s own equity.
−Removed: The standard reduces the number of models used to account for convertible instruments, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and requires the if-converted method for calculation of diluted earnings per share for all convertible instruments.
−Removed: The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021.
−Removed: Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.
−Removed: We have elected to early adopt the standard as of January 1, 2021 on a modified retrospective basis and the resulting impact will be to reclassify the equity component of our 2025 Convertible Notes from additional paid-in capital to long-term debt on our consolidated balance sheet and the reduction of interest expense on our 2025 Convertible Notes to its 0 percent coupon rate.
Note 2 – Revenue
4 unchanged sentences
Year Ended December 31,
+Added: 2019 2020 2021
Mobility revenue (1)
1 unchanged sentence
Delivery revenue (1)
+Added: 1,401 3,904 8,362
Freight revenue 731 1,011 2,132
−Removed: ATG and Other Technology Programs collaboration revenue (3)
All Other revenue 161 135 8
Total revenue $ 13,000 $ 11,139 $ 17,455
−Removed: (1) Our previously reported revenue in 2018 and 2019 has been retrospectively adjusted to reflect the implementation of the new accounting policy.
−Removed: Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies for further information on the change in accounting policy.
−Removed: (2) Mobility revenue includes revenue recognized as an operating lease as defined under ASC 840 for 2018 and ASC 842 for 2019 and 2020.
−Removed: Total revenue recognized under ASC 840 and ASC 842 for the years ended December 31, 2018, 2019 and 2020 was $ 151 million, $ 88 million, and $ 21 million, respectively.
−Removed: (3) Refer to Note 17 - Non-Controlling Interests for further information on collaboration revenue.
+Added: (1) We offer subscription memberships to end-users including Uber One, Uber Pass, Rides Pass, and Eats Pass (“Subscription”).
+Added: We recognize Subscription fees ratably over the life of the pass.
+Added: We allocate Subscription fees earned to Mobility and Delivery revenue on a proportional basis, based on usage for each offering during the respective period.
Year Ended December 31,
+Added: 2019 2020 2021
United States and Canada $ 8,465 $ 6,611 $ 10,094
3 unchanged sentences
Total revenue $ 13,000 $ 11,139 $ 17,455
−Removed: (1) Our previously reported revenue in 2018 and 2019 has been retrospectively adjusted to reflect the implementation of the new accounting policy.
−Removed: Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies for further information on the change in accounting policy.
−Removed: Revenue from Contracts with Customers
Mobility Revenue
−Removed: We derive revenue primarily from fees paid by Mobility Drivers for the use of our platform(s) and related service to facilitate and complete Mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform.
−Removed: Mobility revenue also includes immaterial revenue streams such as our U4B, financial partnerships products and Vehicle Solutions.
+Added: We derive revenue primarily from fees paid by Mobility Drivers for the use of our platform(s) and related services to facilitate and complete Mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform.
+Added: Mobility revenue also includes immaterial revenue streams such as our financial partnerships products and Vehicle Solutions.
Vehicle Solutions revenue is accounted for as an operating lease as defined under ASC 842.
Delivery Revenue
−Removed: We derive revenue for Delivery from Merchants’ and Delivery People’s use of the Delivery platform and related service to facilitate and complete Delivery transactions.
−Removed: Additionally, in certain markets where we are responsible for delivery services, delivery fees charged to end-users are also included in revenue, while payments to Delivery People in exchange for delivery services are recognized in cost of revenue.
+Added: We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions.
+Added: Additionally, in certain markets where we are responsible for delivery services, delivery fees charged to end-users are also included in revenue, while payments to Couriers in exchange for delivery services are recognized in cost of revenue.
+Added: Delivery also includes advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising services.
Freight Revenue
Freight revenue consists of revenue from freight transportation services provided to shippers.
+Added: During the fourth quarter of 2021, we completed the acquisition of Transplace, and our Freight revenue also includes revenue from transportation management.
+Added: Refer to Note 18 – Business Combinations for further information on the Transplace acquisition.
All Other Revenue
−Removed: Prior to the second quarter of 2020, All Other revenue (formerly our Other Bets segment) consisted primarily of revenue from New Mobility products, including dockless e-bikes, and Platform Incubator group offerings, which are responsible for innovating new services and use cases on our platform to drive long-term growth and cross-platform customer engagement, and other immaterial revenue streams.
+Added: All Other revenue primarily includes collaboration revenue related to our ATG business and revenue from our New Mobility offerings and products.
+Added: ATG collaboration revenue was related to a three-year joint collaboration agreement we entered into in 2019.
+Added: During the first quarter of 2021, we completed the sale of Apparate USA LLC (“Apparate” or the “ATG Business”) to Aurora Innovation, Inc.
+Added: Refer to Note 19 – Divestitures for further information.
+Added: New Mobility offerings and products provided users access to rides through a variety of modes, including dockless e-bikes and e-scooters (“New Mobility”), platform incubator group offerings and other immaterial revenue streams.
New Mobility revenue is accounted for as an operating lease as defined under ASC 842.
After the JUMP divestiture during the second quarter of 2020, revenue from New Mobility products, including dockless e-bikes, was no longer material.
−Removed: Refer to Note 19 - Divestitures for further information regarding the JUMP Divestiture.
−Removed: Remaining Performance Obligations
−Removed: During the second quarter of 2020, we modified a revenue contract originally entered into in 2018.
−Removed: As a result of the modification, the consideration allocated to unfulfilled performance obligations is no longer material.
−Removed: Refer to Note 19 - Divestitures for further information regarding the JUMP Divestiture.
−Removed: Contract Balances
−Removed: Our contract assets for performance obligations satisfied prior to payment or contract liabilities for consideration collected prior to satisfying the performance obligations are not material in 2019 or 2020.
+Added: Contract Balances and Remaining Performance Obligation
+Added: Contract liabilities represent consideration collected prior to satisfying our performance obligations.
+Added: As of December 31, 2021, we had $ 167 million of contract liabilities included in accrued and other current liabilities as well as other long-term liabilities on the consolidated balance sheet.
+Added: Revenue recognized from these contract liabilities during 2019, 2020 and 2021 was not material.
+Added: Our remaining performance obligation for contracts with an original expected length of greater than one year is expected to be recognized as follows (in millions):
+Added: Equal To 12 Months Greater Than
+Added: 12 Months Total
+Added: As of December 31, 2021 $ 26 $ 131 $ 157
Note 3 – Investments and Fair Value Measurement
9 unchanged sentences
Non-marketable equity securities:
−Removed: $ 7,953 $ 6,299
+Added: Didi $ 6,299 $ —
Non-marketable debt securities:
−Removed: Note receivable from a related party (3), (5)
+Added: Marketable equity securities
+Added: Aurora — 3,388
+Added: Other — 1,312
+Added: Notes receivable from a related party (2), (3)
Investments $ 9,052 $ 11,806
(1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents.
−Removed: (2) In 2016, we completed the sale of our interest in Uber China to Didi and received approximately 52 million shares of Didi’s Series B-1 preferred stock as consideration valued at approximately $ 6.0 billion at time of transaction.
(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.
−Removed: (4) Recorded at fair value with changes in fair value recorded in other comprehensive income (loss), net of tax, unless subject to credit loss.
(3) Consists of the Lime Convertible Note.
13 unchanged sentences
Non-marketable equity securities — — 52 52 — — 32 32
−Removed: Note receivable from a related party — — — — — — 83 83
+Added: Marketable equity securities — — — — 11,359 — — 11,359
+Added: Notes receivable from a related party — — 83 83 — — 132 132
Total financial assets $ 2,386 $ 1,476 $ 2,476 $ 6,338 $ 11,359 $ — $ 164 $ 11,523
−Removed: We did not make any transfers between the levels of the fair value hierarchy during the years ended December 31, 2019 and 2020.
−Removed: The following table summarizes the amortized cost and fair value of our debt securities with a stated contractual maturity or redemption date (in millions):
+Added: Financial Liabilities
+Added: Call Option (1)
+Added: $ — $ — $ — $ — $ — $ — $ 193 $ 193
+Added: Total financial liabilities $ — $ — $ — $ — $ — $ — $ 193 $ 193
+Added: (1) For further information, see Note 4 - Equity Method Investments.
+Added: The following table summarizes the amortized cost, unrealized gains and losses, allowance for credit loss, and fair value of our debt securities at fair value on a recurring basis (in millions):
As of December 31, 2020
−Removed: Amortized Cost Fair Value
−Removed: Within one year $ 1,442 $ 1,443
−Removed: One year through five years 2,314 2,374
−Removed: Total $ 3,756 $ 3,817
−Removed: The following table summarizes the amortized cost, unrealized gains and losses, fair value and, beginning in 2020, allowance for credit loss, of our debt securities at fair value on a recurring basis(in millions):
−Removed: As of December 31, 2019 As of December 31, 2020
−Removed: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Allowance for Credit Loss Fair Value
+Added: Amortized Cost Unrealized Gains Unrealized Losses Allowance for Credit Loss Fair Value
Commercial paper $ 611 $ — $ — $ — $ 611
15 unchanged sentences
Level 3 instrument valuations are valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments.
−Removed: Our Level 3 non-marketable debt securities as of December 31, 2019 and 2020 primarily consist of redeemable preferred stock investments in privately held companies without readily determinable fair values.
+Added: Our Level 3 non-marketable debt securities and non-marketable equity securities as of December 31, 2020 and 2021 primarily consist of common stock investments and redeemable preferred stock investments in privately held companies without readily determinable fair values.
Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors.
The price in these transactions generally provides the best indication of the enterprise value of the investee.
−Removed: Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach.
+Added: Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the
+Added: guideline public company approach.
The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections.
−Removed: Once the fair value of the investee is estimated, an option-pricing model (“OPM”) is employed to allocate value to various classes of securities of the investee, including the class owned by us.
+Added: Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us.
The model involves making assumptions around the investees’ expected time to liquidity and volatility.
3 unchanged sentences
We determine realized gains or losses on the sale of equity and debt securities on a specific identification method.
+Added: Didi Investment
+Added: On June 30, 2021, Didi started trading on the New York Stock Exchange.
+Added: Accordingly, our investment in preferred shares of Didi, which was previously accounted for under the measurement alternative on a non-recurring basis, was converted to ordinary shares with a readily determinable fair value and therefore changed to an investment measured at fair value on a recurring basis.
+Added: As of December 31, 2021, our Didi investment is classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis.
+Added: For the year ended December 31, 2021, we recognized an unrealized loss of $ 3.0 billion on this investment in other income (expense), net in our consolidated statements of operations.
+Added: Zomato Investment
+Added: In July 2021, Zomato Media Private Limited (“Zomato”), in which we held preferred shares that were previously classified as non-marketable equity securities and accounted for under the measurement alternative on a non-recurring basis, completed its IPO in India.
+Added: Accordingly, our Zomato investment has been converted to ordinary shares upon the completion of the IPO and is classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis at December 31, 2021.
+Added: During the year ended December 31, 2021, we recognized an unrealized gain of $ 991 million on this investment in other income (expense), net in our consolidated statement of operations.
+Added: As of December 31, 2021, the carrying value of the investment was $ 1.1 billion.
+Added: Our investment is subject to a lock-up period in which our ability to sell is restricted until July 2022.
+Added: Aurora Investment
+Added: On January 19, 2021, we completed the sale of our ATG Business to Aurora.
+Added: As consideration for the sale of our ATG Business to Aurora, we received common stock in Aurora.
+Added: Concurrently, we invested in Aurora’s preferred stock.
+Added: For further information, refer to Note 19 – Divestitures.
+Added: We held one seat on Aurora’s board of directors and had the ability to hold a second seat, which, along with our common and preferred stock ownership (our “Aurora Investments”) generate significant influence.
+Added: We elected to apply the fair value option to our Aurora common stock and preferred stock investments in order to provide consistency of accounting treatment to our Aurora Investments.
+Added: The Aurora Investments are measured at fair value on a recurring basis with changes in fair value reflected in other income (expense), net, in the consolidated statements of operations.
+Added: On November 3, 2021, Aurora completed its planned special purpose acquisition company (“SPAC”) merger with Reinvent Technology Partners Y, resulting in Aurora becoming a publicly traded company post combination.
+Added: Upon the completion of the merger, all of our Aurora Investments converted into shares of the newly issued Class A common stock of the publicly traded company.
+Added: In addition, our ownership was significantly diluted and we lost the ability to appoint a second seat on Aurora’s board of directors.
+Added: As a result, we no longer held significant influence over Aurora.
+Added: As of December 31, 2021, our Aurora Investment has been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis.
+Added: We recognized an unrealized gain of $ 1.6 billion on this investment in other income (expense), net in our consolidated statement of operations for the year ended December 31, 2021.
+Added: Summarized financial information for Aurora for the nine months ended September 30, 2021, the most recent period available, is as follows (in millions):
+Added: Results of Operations Data Nine Months Ended September 30, 2021
+Added: Total operating expenses 557
+Added: Loss from operations ( 502 )
+Added: Net loss ( 504 )
+Added: Balance Sheet Data As of September 30, 2021
+Added: Current assets $ 665
+Added: Total assets 2,671
+Added: Current liabilities 75
+Added: Total liabilities 219
+Added: Redeemable convertible preferred stock 2,161
Grab Investment
−Removed: The following table summarizes information about the significant unobservable inputs used in the fair value measurement for our Grab investment as of December 31, 2019 and 2020:
+Added: On December 1, 2021, Grab completed its planned SPAC merger with Altimeter Growth Corporation, resulting in Grab becoming a publicly traded company post combination.
+Added: Upon the completion of the merger, our investment in Series G preferred shares of Grab, which was previously accounted for as an investment in an available-for-sale debt security due to the redemption feature of the shares, converted into the newly issued Class A ordinary shares of the publicly traded company.
+Added: We recorded the fair value of our investment with changes in the fair value recorded in other comprehensive income (loss), net of tax through the date of the conversion.
+Added: Upon the conversion, we released the accumulative pre-tax unrealized gains on the investment of $ 2.8 billion recorded through other comprehensive income and recognized them as unrealized gains in other income (expense), net in our consolidated statement of operations for year ended December 31, 2021.
+Added: Subsequent to the conversion, we recognized unrealized losses of $ 1.2 billion on the investment in other income (expense), net in our consolidated statement of operations for the year ended December 31, 2021 for the fair value change of the equity security.
+Added: As of December 31, 2021, our Grab investment has been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis.
+Added: The following table summarizes information about the significant unobservable inputs used in the fair value measurement for our Grab investment as of December 31, 2020:
Fair value method Relative weighting Key unobservable input
11 unchanged sentences
The fair value of our Grab investment recovered during the third quarter of 2020 as determined by referencing an equity financing transaction closed by the investee during that quarter.
−Removed: As a result, we recognized a reversal of the previously recorded allowance for credit loss in the consolidated balance sheet and a corresponding reversal of the credit-related impairment charge to other income (expense), net in the consolidated statement of operations.
−Removed: The fair value of our investment has not materially changed as of December 31, 2020.
+Added: As a result, we recognized a reversal of the previously recorded allowance for
+Added: credit loss in the consolidated balance sheet and a corresponding reversal of the credit-related impairment charge to other income (expense), net in the consolidated statement of operations.
Lime Investments
5 unchanged sentences
The 2020 Lime Investments are measured at fair value on a recurring basis with changes in fair value reflected in earnings.
−Removed: The fair value of the 2020 Lime Investments as of December 31, 2020 of $ 134 million was determined by referencing a
−Removed: transaction in a convertible note that is junior to the Lime Convertible Note and used as an input to an OPM.
+Added: The fair value of the 2020 Lime Investments as of December 31, 2020 of $ 134 million was determined by referencing a transaction in a convertible note that is junior to the Lime Convertible Note and used as an input to an OPM.
Other key inputs to the OPM were discount rates of 22 % and 28 %, volatility of 67 % and time to liquidity of 2.0 years.
+Added: In December 2021, we contributed an additional $ 50 million of cash to Lime in exchange for a second convertible secured note that may be converted into common or preferred stock.
+Added: The fair value of our Lime investments as of December 31, 2021 of $ 162 million was determined by referencing a financing transaction and used as an input to an OPM.
+Added: Other key inputs to the OPM were discount rates of 22 % and 28 %, volatility of 70 % and time to liquidity of 1.25 years.
Financial Assets Measured at Fair Value Using Level 3 Inputs
2 unchanged sentences
Debt Securities Non-marketable
−Removed: Equity Securities Note Receivables
+Added: Equity Securities Notes Receivable MLU B.V.
Balance as of December 31, 2019 $ 2,370 $ 98 $ — $ —
3 unchanged sentences
Purchases 3 65 91 —
−Removed: Transfers — 31 —
+Added: Sales ( 6 ) ( 22 ) — —
Balance as of December 31, 2020 2,341 52 83 —
3 unchanged sentences
Purchases — 1,677 50 —
−Removed: Sales ( 6 ) ( 22 ) —
+Added: Issuance — — — 230
+Added: Transfers to Level 1 ( 5,065 ) ( 2,250 ) — —
Balance as of December 31, 2021 $ — $ 32 $ 132 $ 193
+Added: Transfers to Level 1 were due to our strategic investments in Grab and Aurora that became publicly listed during the year ended December 31, 2021.
+Added: As a result, our investments have been classified as marketable equity securities with a readily determinable fair value (Level 1) in the table presenting our financial assets and liabilities measured at fair value on a recurring basis.
+Added: For further information, see the section titled “Aurora Investment” and “Grab Investment” above.
+Added: We did not make any transfers between the levels of the fair value hierarchy during the year ended December 31, 2020.
Assets Measured at Fair Value on a Non-Recurring Basis
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Non-Marketable Equity Securities
−Removed: Our non-marketable equity securities are investments in privately held companies without readily determinable fair values and primarily relate to our investments in Didi.
+Added: Our non-marketable equity securities are investments in privately held companies without readily determinable fair values, and primarily related to Didi prior to Didi’s IPO on June 30, 2021.
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.
−Removed: Any changes in carrying value are recorded within other income (expense), net in the consolidated statements of operations.
+Added: Any changes in carrying value are recorded within other income (expense), net in the
+Added: consolidated statements of operations.
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”) and OPM methods, using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold.
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Market adjustment ( 40 )%
+Added: During the first quarter of 2021, we completed the sale of $ 500 million of our Didi shares and realized immaterial gains from this transaction.
+Added: In addition, we recorded unrealized gains of $ 71 million from remeasurement of the carrying value of the remaining Didi shares under the measurement alternative during the three months ended March 31, 2021.
We did not record any realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the years ended December 31, 2019 and 2020.
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Equity method investments $ 1,079 $ 800
−Removed: (1) Refer to Note 19 - Divestitures for further information.
−Removed: (2) Refer to Note 16 - Variable Interest Entities ("VIEs") for further information.
+Added: (1) Refer to Note 16 – Variable Interest Entities for further information.
and Uber Russia/CIS Operations
−Removed: During 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company (“MLU B.V.” or “Yandex.Taxi joint venture”), with Yandex and us holding ownership interests in
+Added: During 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company (“MLU B.V.” or “Yandex.Taxi joint venture”), with Yandex and us holding ownership interests in MLU B.V.
In exchange for consideration contributed, we received a seat on MLU B.V.’s board and an initial 38 % equity ownership interest consisting of common stock in MLU B.V.
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from 38 % to 35 %.
−Removed: The gain recognized on the dilution of our interest was not material to our consolidated results of operations during 2020.
+Added: The gain recognized on the dilution of our interest was not material to our consolidated results of operations for the year ended December 31, 2020.
As part of this transaction, MLU B.V.
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The reduction of our ownership interest to 20 % in SDG, initially valued at $ 42 million, did not result in a material dilution gain.
+Added: On August 30, 2021, we entered into an agreement with Yandex (the “Framework Agreement”) to restructure our joint ventures, MLU B.V.
+Added: and SDG and we would sell to Yandex (i) our 4.5 % equity interest in MLU B.V.
+Added: and (ii) our entire equity interest in SDG (the “Initial Closing”).
+Added: Subsequent to the Initial Closing, Yandex spun-off, by way of demerger from MLU B.V., its delivery businesses:
+Added: Yandex.Eats, Yandex.Lavka and Yandex.Delivery (collectively, “Demerged Businesses”).
+Added: Immediately following the demerger, Yandex acquired all of our equity interest in the Demerged Businesses (“Demerger Share Closing”).
+Added: In connection with the Framework Agreement, we granted Yandex an option (“MLU B.V.
+Added: Call Option”) to acquire our remaining equity interest in MLU B.V.
+Added: during the two-year period following the Initial Closing.
+Added: The total consideration paid by Yandex to us for the transaction was $ 1.0 billion in cash allocated as follows:
+Added: (i) $ 276 million for our 4.5 % of equity interest in MLU B.V.;
+Added: (ii) $ 412 million for our equity interest in the Demerged Businesses;
+Added: (iii) $ 230 million for the MLU B.V.
+Added: and (iv) the remaining immaterial amounts to our interest in SDG.
+Added: Initial Closing
+Added: During the third quarter of 2021 and pursuant to the Framework Agreement, we completed the sale of our entire equity interest in SDG and 4.5 % of equity interest in MLU B.V.
+Added: At the initial closing, we derecognized 4.5 % of equity interest in MLU B.V.
+Added: and recognized a gain of $ 106 million in other income (expense), net on our consolidated statement of operations.
+Added: The consideration
+Added: allocated and gains recognized for the sale of our entire equity interest in SDG were not material.
+Added: Demerger Share Closing
+Added: During the fourth quarter of 2021 and pursuant to the Framework Agreement, MLU B.V.
+Added: completed the spin-off of the Demerger Businesses and Yandex acquired all of our equity interest in the Demerged Businesses.
+Added: As a result, we derecognized our entire equity interest in the Demerged Businesses and recognized a gain of $ 242 million in other income (expense), net in our consolidated statement of operations.
+Added: Call Option is recorded as a liability in accrued and other current liabilities on our consolidated balance sheet, initially valued at $ 230 million and measured at fair value on a recurring basis with changes in fair value recorded in other income (expense), net in the consolidated statements of operations.
+Added: The exercise price of the MLU B.V.
+Added: Call Option is approximately $ 1.8 billion, subject to certain adjustments based on the timing of the option exercise.
+Added: As of December 31, 2021, the fair value of the MLU B.V.
+Added: Call Option is $ 193 million, including the recognition of an immaterial gain for the fair value change during the year ended December 31, 2021.
+Added: To determine the fair value of the MLU B.V.
+Added: Call Option as of December 31, 2021, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option.
+Added: Key inputs to the lattice model were underlying business value, option term of 1.7 years, volatility of 50 %, risk-free interest rates, and strike price (Level 3).
+Added: Basis Difference
Included in the carrying value of MLU B.V.
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The two LLC Partners own 45 % and 10 %, respectively.
−Removed: The equity method investment for Mission Bay 3 & 4 was $ 138 million and $ 41 million as of December 31, 2019 and 2020, respectively.
−Removed: The equity ownership interest in ECOP was 45 % as of December 31, 2019 and 2020.
+Added: The equity ownership interest in ECOP remained at 45 % as of December 31, 2020 and 2021.
In March 2020, the two ECOP wholly-owned subsidiaries took out new loans.
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At each reporting period and a quarter in arrears, we adjust the carrying value of our investment to reflect our proportionate share of ECOP’s income or loss, and any impairments, with a corresponding credit or debit, respectively, to income or loss from equity method investment, net of tax in the consolidated statements of operations.
−Removed: In 2018, no equity earnings were recognized since the sole activity of the ECOP consisted of construction of the assets and costs incurred were capitalized.
−Removed: During 2019, the construction was completed and leasing activities commenced, and, in 2019 and 2020 immaterial amounts of equity earnings were recognized.
−Removed: During 2020, we incurred an immaterial amount of lease payments with ECOP, which is a related party.
+Added: During 2019, the construction was completed and leasing activities commenced.
+Added: and immaterial amounts of equity earnings were recognized during 2019, 2020 and 2021.
+Added: During 2020 and 2021, we incurred an immaterial amount of lease payments with ECOP, which is a related party.
As of December 31, 2020 and 2021, we determined that there was no impairment of our investment in ECOP.
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Year Ended December 31,
+Added: 2019 2020 2021
Finance lease cost:
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Year Ended December 31,
+Added: 2019 2020 2021
Other information
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Operating Leases Finance Leases
+Added: 2022 $ 280 $ 140
Thereafter 2,067 1
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In 2015, we entered into a joint venture (“JV”) agreement with a real estate developer (“JV Partner”) to develop land (“the Land”) in San Francisco to construct our new headquarters (the “Headquarters”).
−Removed: The Headquarters will consist of two adjacent office buildings totaling approximately 423,000 rentable square feet.
−Removed: In connection with the JV arrangement, we had acquired a 49 % interest in the JV, the principal asset of which was the Land.
+Added: The Headquarters consists of two adjacent office buildings totaling approximately 423,000 rentable square feet.
+Added: In connection with the JV arrangement, we acquired a 49 % interest in the JV, the principal asset of which was the Land.
In 2016, we and the JV Partner agreed to dissolve the JV and terminate our commitment to the lease of the Headquarters (together “the real estate transaction”) and we retained a 49 % indirect interest in the Land (“Indirect Interest”).
−Removed: Under the terms of the real estate transaction, we obtained the rights and title to the partially constructed building, will complete the development of the two office buildings and retain a 100 % ownership in the buildings.
+Added: Under the terms of the real estate transaction, we obtained the rights and title to the partially constructed building, completed the development of the two office buildings and retained a 100 % ownership in the buildings.
In connection with the real estate transaction, we also executed two 75 -year land lease agreements (“Land Leases”).
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Note 7 – Goodwill and Intangible Assets
−Removed: January 2, 2020, we completed the acquisition of substantially all of the assets of Careem Inc.
+Added: On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem Inc.
(“Careem”) and certain of its subsidiaries.
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The acquisition was accounted for as a business combination, resulting in the recognition of $ 3.1 billion in goodwill in our Delivery segment and $ 1.0 billion in intangible assets.
+Added: On October 12, 2021, we completed the acquisition of The Drizly Group, Inc.
+Added: The acquisition was accounted for as a business combination, resulting in the recognition of $ 619 million in goodwill in our Delivery segment and $ 395 million in intangible assets.
+Added: On November 12, 2021, we completed the acquisition of Transplace.
+Added: The acquisition was accounted for as a business combination, resulting in the recognition of $ 1.4 billion in goodwill in our Freight segment and $ 902 million in intangible assets.
Refer to Note 18 – Business Combinations for further information of our acquisitions.
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As Previously Reported (1)
−Removed: Core Platform Other Bets Mobility Delivery Freight ATG and Other Technology Programs All Other Total Goodwill
+Added: ATG and Other Technology Programs Mobility Delivery Freight All Other Total Goodwill
Balance as of January 1, 2020 $ 29 $ 25 $ 13 $ — $ 100 $ 167
−Removed: Reallocation due to change in segments ( 53 ) ( 100 ) 25 13 15 100 —
Acquisitions — 2,574 3,533 — — 6,107
+Added: Goodwill impairment — — — — ( 100 ) ( 100 )
+Added: Reclass to Assets held for sale ( 29 ) — — — — ( 29 )
+Added: Foreign currency translation adjustment — ( 37 ) 1 — — ( 36 )
Balance as of December 31, 2020 — 2,562 3,547 — — 6,109
1 unchanged sentence
Goodwill impairment — ( 73 ) — — — ( 73 )
−Removed: Reclass to Assets held for sale — — — — — ( 29 ) — ( 29 )
+Added: Measurement period adjustment (2)
+Added: — ( 1 ) 189 — — 188
Foreign currency translation adjustment — ( 34 ) ( 7 ) — — ( 41 )
Balance as of December 31, 2021 $ — $ 2,581 $ 4,401 $ 1,438 $ — $ 8,420
−Removed: (1) Prior to the third quarter of 2019, we had two reportable segments, Core Platform and Other Bets.
−Removed: In the third quarter of 2019, we determined there are four operating and reportable segments:
−Removed: Mobility, Delivery, Freight, and ATG and Other Technology Programs.
+Added: (1) Prior to the first quarter of 2021, we had four reportable segments, Mobility, Delivery, Freight, and ATG and Other Technology Programs.
+Added: In the first quarter of 2021, we determined there are three operating and reportable segments:
+Added: Mobility, Delivery, and Freight.
Refer to Note 14 - Segment Information and Geographic Information for further information.
+Added: (2) Refer to Note 18 – Business Combinations.
Goodwill Impairment
+Added: We performed an annual test for goodwill impairment in the fourth quarter of the fiscal year ended December 31, 2019 and determined that goodwill was no t impaired.
During the first quarter of 2020, prior to the JUMP Divestiture in May 2020, market, macroeconomic and business conditions resulting from the COVID-19 pandemic indicated that it was more likely than not that the carrying value of our New Mobility reporting unit within our previous Other Bets segment (subsequently renamed All Other after the JUMP Divestiture), exceeded its fair value.
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Also, during the first quarter of 2020, we recognized impairment charges to intangible assets of $ 23 million, property and equipment of $ 47 million and other current assets of $ 23 million in general and administrative expenses in the consolidated statement of operations in our New Mobility reporting unit.
−Removed: In light of the impact of the COVID-19 pandemic on macroeconomic conditions and demand for Mobility during 2020, we also considered whether it was more likely than not the fair value of our Mobility reporting unit was below its carrying value.
−Removed: Based on an analysis of qualitative and quantitative factors, including market valuation multiples of public companies operating in the same business and considering the significant excess of the fair value attributable to the Mobility reporting unit over its carrying value, we determined that Mobility goodwill was not impaired as of December 31, 2020.
−Removed: We performed an annual test for goodwill impairment in the fourth quarter of the fiscal years ended December 31, 2018 and 2019 and determined that goodwill was no t impaired.
+Added: During the year ended December 31, 2021, we recognized an immaterial goodwill impairment charge.
Intangible Assets
2 unchanged sentences
December 31, 2020
+Added: Consumer, Merchant and other relationships $ 1,007 $ ( 81 ) $ 926 8
Developed technology (1)
529 ( 69 ) 460 2
+Added: Trade names and trademarks 183 ( 16 ) 167 7
Patents 15 ( 6 ) 9 8
3 unchanged sentences
December 31, 2021
−Removed: Rider and Merchant relationships $ 1,007 $ ( 81 ) $ 926 8
+Added: Consumer, Merchant and other relationships $ 1,868 $ ( 294 ) $ 1,574 9
Developed technology (1)
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Intangible assets $ 3,032 $ ( 620 ) $ 2,412
−Removed: (1) Developed technology intangible assets include in-process research and development (“IPR&D”), which is not subject to amortization, of $ 31 million and $ 55 million as of December 31, 2019 and 2020, respectively.
+Added: (1) Developed technology intangible assets include in-process research and development (“IPR&D”), which is not subject to amortization, of $ 55 million as of December 31, 2020.
+Added: There was no IPR&D included in developed technology intangible assets as of December 31, 2021.
Amortization expense for intangible assets subject to amortization was $ 16 million, $ 155 million, and $ 439 million for the years ended December 31, 2019, 2020 and 2021, respectively.
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Impairment of Definite-Lived Intangible and Long-Lived Assets
−Removed: The following table presents the definite-lived intangible and long-lived asset impairment charges recorded in the consolidated statements of operations by asset class during the year ended December 31, 2020 (in millions):
+Added: The following table presents the definite-lived intangible and long-lived asset impairment charges recorded in the consolidated statements of operations by asset class during the years ended December 31, 2020 and 2021 (in millions):
Year Ended December 31,
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Operating lease right-of-use assets (1)
+Added: Total $ 271 $ 43
(1) During the year ended December 31, 2020, we exited, and made available for sublease, certain leased offices, primarily due to the City of San Francisco's extended shelter-in-place orders and our restructuring activities.
−Removed: These decisions resulted in operating lease right-of-use assets impairments of $ 52 million, $ 18 million, $ 24 million recorded in general and administrative, operations and support, research and development respectively in the consolidated statements of operations.
+Added: These decisions resulted in operating lease right-of-use assets impairments of $ 52 million, $ 18 million, and $ 24 million recorded in general and administrative, operations and support, research and development, respectively, in the consolidated statements of operations.
We did not record any impairment charges related to definite-lived intangible and held and used long-lived asset during the year ended December 31, 2019.
−Removed: During the year ended December 31, 2018, we recognized an impairment loss in general and administrative expenses of $ 197 million in the consolidated statement of operations to adjust the fair value of the assets and liabilities, primarily as a result of the passage of time and the reduction in fair value of vehicles held for sale prior to the final disposal of our leased vehicles activities in January 2019.
−Removed: Refer to Note 19 - Divestitures for further information.
Note 8 – Long-Term Debt and Revolving Credit Arrangements
1 unchanged sentence
As of December 31,
−Removed: 2019 2020 Effective Interest Rate
+Added: 2020 2021 Effective Interest Rates Maturities
2016 Senior Secured Term Loan $ 1,101 $ — — % —
2018 Senior Secured Term Loan 1,463 — — % —
−Removed: 2023 Senior Note 500 — 7.7 %
−Removed: 2025 Senior Note — 1,000 7.7 %
−Removed: 2026 Senior Note 1,500 1,500 8.1 %
−Removed: 2027 Senior Note 1,200 1,200 7.7 %
−Removed: 2028 Senior Note — 500 7.0 %
−Removed: 2025 Convertible Note — 1,150 5.2 %
+Added: 2025 Refinanced Term Loan — 1,448 3.8 % April 4, 2025
+Added: 2027 Refinanced Term Loan — 1,090 3.8 % February 25, 2027
+Added: 2025 Senior Note 1,000 1,000 7.7 % May 15, 2025
+Added: 2026 Senior Note 1,500 1,500 8.1 % November 1, 2026
+Added: 2027 Senior Note 1,200 1,200 7.7 % September 15, 2027
+Added: 2028 Senior Note 500 500 7.0 % January 15, 2028
+Added: 2029 Senior Note — 1,500 4.7 % August 15, 2029
+Added: 2025 Convertible Note 1,150 1,150 0.2 % December 15, 2025
Total debt 7,914 9,388
2 unchanged sentences
Total long-term debt $ 7,560 $ 9,276
−Removed: 2016 Senior Secured Term Loan
−Removed: In July 2016, we entered into a secured term loan agreement with a syndicate of lenders to issue senior secured floating-rate term loans for a total of $ 1.2 billion in proceeds, net of debt discount of $ 23 million and debt issuance costs of $ 13 million, with a maturity
−Removed: date of July 2023 (the “2016 Senior Secured Term Loan”).
−Removed: One quarter of 1.0% of the principal and accrued and unpaid interest are due and payable in equal quarterly amounts as set forth in the 2016 Senior Secured Term Loan agreement, with any remaining balance due and accrued and unpaid interest due at maturity.
−Removed: On June 13, 2018, we entered into an amendment to the 2016 Senior Secured Term Loan agreement which increased the effective interest rate to 6.1 % on the outstanding balance of the 2016 Senior Secured Term Loan as of the amendment date.
−Removed: The maturity date for the 2016 Senior Secured Term Loan remains July 13, 2023.
−Removed: The amendment qualified as a debt modification that did not result in an extinguishment except for an immaterial syndicated amount of the loan.
−Removed: The 2016 Senior Secured Term Loan is guaranteed by certain of our material domestic restricted subsidiaries.
−Removed: The 2016 Senior Secured Term Loan agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes.
−Removed: We were in compliance with all covenants as of December 31, 2020.
−Removed: The credit agreement also contains customary events of default.
−Removed: The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries.
−Removed: The 2016 Senior Secured Term Loan also contains restrictions on the payment of dividends.
−Removed: 2018 Senior Secured Term Loan
−Removed: In April 2018, we entered into a secured term loan agreement with a syndicate of lenders to issue secured floating-rate term loans totaling $ 1.5 billion in proceeds, net of debt discount of $ 8 million and debt issuance costs of $ 15 million, with a maturity date of April 2025 (the “2018 Senior Secured Term Loan”).
−Removed: The 2018 Senior Secured Term Loan was issued on a pari passu basis with the existing 2016 Senior Secured Term Loan.
−Removed: The debt discount and debt issuance costs are amortized to interest expense at an effective interest rate of 6.2 %.
−Removed: One quarter of 1.0% of the principal and accrued and unpaid interest is due and payable in equal quarterly amounts as set forth in the 2018 Senior Secured Term Loan agreement, with any remaining balance due and accrued and unpaid interest due at maturity.
−Removed: The 2018 Senior Secured Term Loan is guaranteed by certain of our material domestic restricted subsidiaries.
−Removed: The 2018 Senior Secured Term Loan agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes.
+Added: 2016 and 2018 Senior Secured Term Loans Refinancing
+Added: On February 25, 2021, we entered into a refinancing transaction under which we borrowed $ 2.6 billion pursuant to an amendment to the 2016 Senior Secured Term Loan agreement, of which all of the net proceeds were used to repay in full all previously outstanding loans under the 2016 Senior Secured Term Loan agreement and the 2018 Senior Secured Term Loan agreement.
+Added: The $ 2.6 billion is comprised of (i) a $ 1.1 billion tranche with a maturity date of February 25, 2027, replacing the 2016 Senior Secured Term Loan as a Refinancing Term Loan (the “2027 Refinanced Term Loan”), and (ii) a $ 1.5 billion tranche with a maturity date of April 4, 2025, replacing the 2018 Senior Secured Term Loan as an Incremental Term Loan (the “2025 Refinanced Term Loan”).
+Added: The refinancing transaction qualified as a debt modification that did not result in an extinguishment.
+Added: The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan are guaranteed by certain of our material domestic restricted subsidiaries.
+Added: The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes.
We were in compliance with all covenants as of December 31, 2021.
−Removed: The credit agreement also contains customary events of default.
The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries.
−Removed: The fair values of our 2016 Senior Secured Term Loan and 2018 Senior Secured Term Loan were $ 1.1 billion and $ 1.5 billion, respectively, as of December 31, 2020 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
+Added: The fair values of our 2025 Refinanced Term Loan and 2027 Refinanced Term Loan were $ 1.4 billion and $ 1.1 billion, respectively, as of December 31, 2021 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
2025 Convertible Note
−Removed: In December 2020, we issued $ 1.15 billion aggregate principal amount, including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $ 150 million principal amount of the 2025 Convertible Notes, of 0 % convertible senior notes due in 2025 (the “2025 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.
+Added: In December 2020, we issued $ 1.15 billion aggregate principal amount of 0 % convertible senior notes due in 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $ 150 million principal amount of the 2025 Convertible Notes.
+Added: The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.
The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased.
4 unchanged sentences
or (iv) upon the occurrence of specified corporate events.
−Removed: 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.
+Added: 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.
+Added: As of December 31, 2021, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met.
+Added: Therefore, the 2025 Convertible Notes are classified as long-term.
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 common stock.
4 unchanged sentences
The indenture governing the 2025 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.
−Removed: The proceeds from the issuance of the 2025 Convertible Notes have been allocated between the conversion feature recorded as equity and the liability for the notes themselves.
−Removed: The difference of $ 243 million between the principal amount of the 2025 Convertible Notes and the liability component (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2025 Convertible Notes.
−Removed: The equity component of the 2025 Convertible Notes is included in additional paid-in capital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification.
−Removed: To perform the fair value of the liability component of the 2025 Convertible Notes as of the pricing date, we used the binomial model with inputs of time to maturity, conversion ratio, our stock price, risk free rate and volatility.
−Removed: The fair value of our 2025 Convertible Notes, including the conversion feature, was $ 1.2 billion as of December 31, 2020 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
+Added: Prior to the adoption of ASU 2020-06, the proceeds from the issuance of the 2025 Convertible Notes were allocated between the conversion feature recorded as equity and the liability for the notes themselves.
+Added: The difference of $ 243 million between the principal amount of the 2025 Convertible Notes and the liability component (the “debt discount”) was amortized to interest expense using the effective interest method over the term of the 2025 Convertible Notes.
+Added: The equity component of the 2025 Convertible Notes was included in additional paid-in capital in the consolidated balance sheet as of December 31, 2020 and was not remeasured as it continued to meet the conditions for equity classification.
+Added: To determine the fair value of the liability component of the 2025 Convertible Notes as of the pricing date, we used the binomial model with inputs of time to maturity, conversion ratio, our stock price, risk free rate and volatility.
+Added: Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach.
+Added: The adoption of this standard resulted in a decrease to additional paid-in capital of $ 243 million and an increase to our 2025 Convertible Notes by the same amount.
+Added: At adoption, there was no adjustment recorded to the opening accumulated deficit.
+Added: As a result of the adoption, starting on January 1, 2021 interest expense is reduced as a result of accounting for the 2025 Convertible Notes as a single liability measured at its amortized cost.
+Added: The fair value of our 2025 Convertible Notes was $ 1.1 billion as of December 31, 2021 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
In October 2018, we issued five-year notes with aggregate principal amount of $ 500 million due on November 1, 2023 (the “2023 Senior Notes”) and eight-year notes with aggregate principal amount of $ 1.5 billion due on November 1, 2026 (the “2026 Senior Notes”) in a private placement offering totaling $ 2.0 billion.
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The interest is payable semi-annually in arrears on January 15 and July 15 of each year at 6.25 % per annum, beginning on July 15, 2021, and the entire principal amount is due at the time of maturity.
−Removed: In October 2020, we used the net proceeds from this offering, along with cash on hand, to redeem the $ 500 million aggregate principal amount outstanding of our 2023 Senior Notes.
+Added: In October 2020, we used the net proceeds from this offering, along with cash on hand, to redeem all of our outstanding 2023 Senior Notes.
+Added: The redemption of the 2023 Senior Notes was for substantially identical 2028 Senior Notes.
+Added: Following the redemption, there were no 2023 Senior Notes outstanding.
+Added: In August 2021, we issued eight-year notes with an aggregate principal amount of $ 1.5 billion due on August 15, 2029 (the “2029 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
+Added: We issued the 2029 Senior Notes at par and paid approximately $ 16 million for debt issuance costs.
+Added: The interest is payable semi-annually in arrears on February 15 and August 15 of each year at 4.50 % per annum, beginning on February 15, 2022, and the entire principal amount is due at the time of maturity and therefore, the 2029 Senior Notes are classified as long-term.
+Added: We used the net proceeds from this offering to finance a portion of the consideration payable in cash, and certain related fees and expenses incurred, in connection with the acquisition of Transplace, by our majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”).
+Added: Refer to Note 18 – Business Combinations for additional information on the Transplace acquisition.
The 2025, 2026, 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries.
1 unchanged sentence
We were in compliance with all covenants as of December 31, 2021.
−Removed: The fair values of our 2025, 2026, 2027, and 2028 Senior Notes were $ 1.1 billion, $ 1.6 billion, $ 1.3 billion and $ 543 million, respectively, as of December 31, 2020 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
−Removed: 2021 and 2022 Convertible Notes
−Removed: During 2015, we issued convertible notes at par for a total of $ 1.7 billion in proceeds, net of debt issuance costs, with an initial maturity date of January 2021 (the “2021 Convertible Notes”) and convertible notes at par for a total of $ 949 million in proceeds, net of debt issuance costs with an initial maturity date of June 2022 (the “2022 Convertible Notes”, collectively, the “2021 and 2022 Convertible Notes”).
−Removed: Upon close of our IPO in May 2019, the holders of 2021 and 2022 Convertible Notes elected to convert the outstanding notes into 94 million shares of common stock.
−Removed: Refer to Note 11 - Stockholders' Equity for further information.
+Added: The following table presents the fair values of our Senior Notes as of December 31, 2021, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions):
+Added: As of December 31, 2021
+Added: 2025 Senior Note $ 1,052
+Added: 2026 Senior Note 1,602
+Added: 2027 Senior Note 1,305
+Added: 2028 Senior Note 537
+Added: 2029 Senior Note 1,533
+Added: Total $ 6,029
The future principal payments for our long-term debt as of December 31, 2021 is summarized as follows (in millions):
12 unchanged sentences
We have a revolving credit agreement initially entered in 2015 with certain lenders, which provides for $ 2.3 billion in credit maturing on June 13, 2023 (“Revolving Credit Facility”).
−Removed: In conjunction with our entry into the 2016 Senior Secured Term Loan, the revolving credit facility agreements were amended to include as collateral the same intellectual property of Uber and the same equity of certain material foreign subsidiaries that were pledged as collateral under the 2016 Senior Secured Term Loan.
−Removed: The credit facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions.
−Removed: The credit agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement.
+Added: The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions.
+Added: The credit agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain
+Added: level of liquidity specified in the contractual agreement.
The credit agreement also contains customary events of default.
2 unchanged sentences
Letters of Credit
−Removed: Our insurance subsidiary maintains agreements for letters of credit to guarantee the performance of insurance related obligations that are collateralized by cash or investments of the subsidiary.
For purposes of securing obligations related to leases and other contractual obligations, we also maintain an agreement for letters of credit, which is collateralized by our Revolving Credit Facility and reduces the amount of credit available.
2 unchanged sentences
The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of December 31, 2020 (in millions):
−Removed: As of December 31, 2020
+Added: December 31, 2020
Assets held for sale
14 unchanged sentences
Sale of ATG Business
−Removed: On December 7, 2020, we announced the sale of Apparate USA LLC (“ATG Business” or “Apparate”), our subsidiary focused on the development and commercialization of autonomous vehicle technologies, to Aurora.
−Removed: Apparate is included within our ATG and Other Technology Programs segment.
−Removed: The sale of Apparate did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial statement purposes.
+Added: On December 7, 2020, we announced the sale of our ATG Business, our subsidiary focused on the development and commercialization of autonomous vehicle technologies, to Aurora.
+Added: Our ATG Business was included within our ATG and Other Technology Programs segment.
+Added: The sale of our ATG Business did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore did not qualify for reporting as a discontinued operation for financial statement purposes.
On January 19, 2021, we completed the sale of Apparate to Aurora.
−Removed: Refer to Note 21 - Subsequent Events for further information.
+Added: Refer to Note 19 – Divestitures for further information on the sale of our ATG Business.
Note 10 – Supplemental Financial Statement Information
11 unchanged sentences
Accrued Drivers and Merchants liability 651 1,187
−Removed: Accrued professional and contractor services 352 255
−Removed: Accrued compensation and employee benefits 403 325
−Removed: Accrued marketing expenses 114 86
−Removed: Other accrued expenses 361 445
+Added: Income and other tax liabilities 203 376
Unsecured convertible notes in connection with Careem acquisition 348 —
Commitment to issue unsecured convertible notes in connection with Careem acquisition 303 238
−Removed: Income and other tax liabilities 194 203
−Removed: Government and airport fees payable 162 103
−Removed: Short-term finance leases 165 177
−Removed: Accrued interest on long-term debt 93 106
Other 1,796 2,549
Accrued and other current liabilities $ 5,112 $ 6,537
−Removed: (1) Refer to Note 18 – Business Combinations for further information regarding the Careem acquisition.
Other Long-Term Liabilities
2 unchanged sentences
Deferred tax liabilities $ 818 $ 365
−Removed: Commitment to issue unsecured convertible notes in connection with Careem acquisition (1)
−Removed: Long-term finance leases 143 120
−Removed: Income tax liabilities 70 95
Other 488 570
Other long-term liabilities $ 1,306 $ 935
−Removed: (1) Refer to Note 18 – Business Combinations for further information regarding the Careem acquisition.
Accumulated Other Comprehensive Income (Loss)
14 unchanged sentences
Balance as of December 31, 2020 $ ( 581 ) $ 46 $ ( 535 )
−Removed: Other comprehensive income (loss) before reclassifications ( 350 ) 2 ( 348 )
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — —
+Added: Other comprehensive income before reclassifications 57 2,562 2,619
+Added: Amounts reclassified from accumulated other comprehensive income (1)
+Added: — ( 2,608 ) ( 2,608 )
Other comprehensive income (loss) 57 ( 46 ) 11
Balance as of December 31, 2021 $ ( 524 ) $ — $ ( 524 )
+Added: (1) The amounts reclassified from accumulated other comprehensive income are recorded in other income (expense), net and the related tax impact of $ 176 million is recorded in provision for (benefit from) income taxes on the consolidated statement of operations.
Other Income (Expense), Net
4 unchanged sentences
Foreign currency exchange gains (losses), net ( 40 ) ( 128 ) ( 67 )
−Removed: Gains on business divestitures, net (1)
+Added: Gain on business divestitures, net (1)
+Added: Gain from sale of investments (2)
Unrealized gain (loss) on debt and equity securities, net (3)
6 unchanged sentences
Other income (expense), net $ 722 $ ( 1,625 ) $ 3,292
−Removed: (1) During the year ended December 31, 2018, gains on business divestitures, net primarily represented a $ 2.3 billion gain on the sale of our Southeast Asia operations to Grab and a $ 954 million gain on the disposal of our Uber Russia and the Commonwealth of Independent States (“Russia/CIS”) operations recognized in the first quarter of 2018.
−Removed: During the year ended December 31, 2020, gains on business divestitures, net represented a $ 154 million gain on the sale of our Uber Eats India operations to Zomato Media Private Limited (“Zomato”) recognized in the first quarter of 2020 and a $ 77 million gain on the sale of our European Freight Business to sennder GmbH (“Sennder”) recognized in the fourth quarter of 2020, partially offset by a $ 27 million loss on the sale of our JUMP operations to Lime recognized in the second quarter of 2020.
−Removed: Refer to Note 19 - Divestitures for further information.
−Removed: (2) During the years ended December 31, 2018, 2019 and 2020, we recorded changes to the fair value of investments in securities accounted for under the fair value option.
−Removed: During the year ended December 31, 2018, we recorded a $ 2.0 billion unrealized gain on our non-marketable equity securities related to Didi recognized in the first quarter of 2018.
+Added: (1) During the year ended December 31, 2020, gain on business divestitures, net represented a $ 154 million gain on the sale of our Uber Eats India operations to Zomato recognized in the first quarter of 2020 and a $ 77 million gain on the sale of our European Freight Business to sennder GmbH (“Sennder”) recognized in the fourth quarter of 2020, partially offset by a $ 27 million loss on the sale of our JUMP operations to Lime recognized in the second quarter of 2020.
+Added: During the year ended December 31, 2021, gain on business divestitures, net represented a $ 1.6 billion gain on the sale of our ATG Business to Aurora recognized in the first quarter of 2021.
+Added: Refer to Note 19 – Divestitures for further information on the sale of our ATG Business.
+Added: (2) During the year ended December 31, 2021, gain from sale of investments primarily represented a $ 348 million gain recognized from sale of our equity interests in MLU B.V.
+Added: Refer to Note 4 - Equity Method Investments for further information.
+Added: (3) During the year ended December 31, 2021, unrealized gain (loss) on debt and equity securities, net primarily represented a $ 1.6 billion net unrealized gain on our Grab investment, a $ 1.6 billion unrealized gain on our Aurora Investments and a $ 991 million unrealized gain on our Zomato investment, partially offset by a $ 3.0 billion unrealized loss on our Didi investment.
+Added: Refer to Note 3 – Investments and Fair Value Measurement for further information.
(4) During the year ended December 31, 2020, we recorded an impairment charge of $ 1.7 billion, primarily related to our investment in Didi recognized during the first quarter of 2020.
23 unchanged sentences
in which we issued and sold 11 million shares of our common stock at a purchase price of $ 45.00 per share and received aggregate proceeds of $ 500 million.
−Removed: In 2017, SoftBank Group Corp.
−Removed: ("SoftBank") led a consortium to seek a stake in Uber.
−Removed: In January 2018, the transaction closed and the consortium purchased 25.6 million Series G-1 shares from us for total proceeds of $ 1.3 billion and 242.8 million common stock and preferred stock shares from existing stockholders (the “SoftBank Investment”).
−Removed: The price of the transaction with existing shareholders was not in excess of fair value, and therefore no compensation expense nor increase in accumulated deficit was recognized.
Redeemable Convertible Preferred Stock
10 unchanged sentences
As of December 31, 2021, no dividends have been declared and there were 1.9 billion shares of common stock issued and outstanding.
−Removed: Restricted Common Stock
−Removed: We have granted restricted common stock to certain continuing employees, primarily in connection with acquisitions.
−Removed: Vesting of this stock may be dependent on a combination of service and performance conditions that become satisfied upon the occurrence of a qualifying event.
−Removed: We have the right to repurchase shares for which the vesting conditions are not satisfied.
−Removed: For the year ended December 31, 2020, activity related to our restricted common stock was not material.
Equity Compensation Plans
12 unchanged sentences
Canceled and forfeited ( 7 ) ( 558 ) $ 17.14
−Removed: Expired ( 36 ) ( 103 ) $ 32.01
As of December 31, 2021 157 24,253 $ 11.84 4.35 $ 735
11 unchanged sentences
Unvested and outstanding as of December 31, 2021 71,461 $ 41.91
−Removed: The total fair value of RSUs vested for the years ended December 31, 2018, 2019 and 2020 was $ 967 million, $ 1.4 billion, and $ 1.4 billion, respectively.
+Added: The total fair value of RSUs vested for the years ended December 31, 2019, 2020 and 2021 was $ 1.4 billion, $ 1.4 billion, and $ 1.5 billion, respectively.
+Added: Restricted Common Stock
+Added: We have granted restricted common stock to certain continuing employees, primarily in connection with acquisitions.
+Added: Vesting of this stock may be dependent on a combination of service and performance conditions that become satisfied upon the occurrence of a qualifying event.
+Added: We have the right to repurchase shares for which the vesting conditions are not satisfied.
+Added: The following table summarizes the activity related to our restricted common stock for the year ended December 31, 2021 (in thousands, except per share amounts):
+Added: Number of Shares Weighted-Average
+Added: Grant-Date Fair
+Added: Value per Share
+Added: Unvested restricted common stock as of December 31, 2020 28 $ 34.86
+Added: Granted 4,641 $ 43.50
+Added: Vested ( 516 ) $ 43.50
+Added: Canceled and forfeited — $ —
+Added: Unvested restricted common stock as of December 31, 2021 4,153 $ 43.44
Stock-Based Compensation Expense
11 unchanged sentences
During the years ended December 31, 2019, 2020 and 2021, we modified the terms of stock-based awards for certain employees upon their termination or change in employment status.
−Removed: We recorded incremental stock-based compensation cost in relation to the modification of stock-based awards of $ 56 million for the year ended December 31, 2018.
−Removed: Incremental stock-based compensation cost in relation to the modification of stock-based awards was no t material for the years ended December 31, 2019 and 2020.
+Added: Incremental stock-based compensation cost in relation to the modification of stock-based awards was not material for the years ended December 31, 2019, 2020 and 2021.
As of December 31, 2021, there was $ 3.0 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 2.70 years.
−Removed: Stock-based compensation expense capitalized as internally developed software costs was no t material for the years ended December 31, 2018 or 2020 and $ 61 million for the year ended December 31, 2019.
+Added: Stock-based compensation expense capitalized as internally developed software costs was $ 61 million for the year ended December 31, 2019 and not material for the years ended December 31, 2020 and 2021.
The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements were not material during the years ended December 31, 2019, 2020 and 2021, respectively.
−Removed: The weighted-average fair values of common stock and redeemable convertible preferred stock warrants granted to non-employee service providers and others in the year ended December 31, 2018 was $ 47.20 for shares vested or expected to vest.
−Removed: No redeemable convertible preferred stock warrants were granted in 2019 or 2020.
−Removed: The total grant-date fair value of warrants vested to non-employee service providers and others in the year ended December 31, 2018 was not material.
−Removed: The fair value of warrants granted during 2018 was determined using the Black-Scholes option-pricing model using the weighted-average assumptions in the table below.
−Removed: During 2019 and 2020, warrants vested were not material and no warrants were granted.
−Removed: Year Ended December 31, 2018
−Removed: Contractual term (in years) 1.6
−Removed: Risk-free interest rate 2.5 %
−Removed: Expected volatility 34.7 %
−Removed: Expected dividend yield — %
+Added: No redeemable convertible preferred stock warrants were granted to non-employee service providers and others in 2019, 2020 and 2021.
+Added: During 2019, 2020 and 2021, warrants vested to non-employee service providers and others were not material and no warrants were granted.
The weighted-average grant-date fair values of stock options and SARs granted to employees in the years ended December 31, 2019, 2020 and 2021 were $ 19.91 , $ 35.77 and $ 39.43 per share, respectively.
6 unchanged sentences
Expected dividend yield — % — % — %
−Removed: The weighted-average grant-date fair values of performance awards with market-based targets in the years ended December 31, 2018 and 2019 were $ 14.77 and $ 18.20 per share, respectively.
−Removed: The weighted-average derived service periods for performance awards with market-based targets in the years ended December 31, 2018 and 2019 were 3.31 and 2.12 years, respectively.
−Removed: There were no performance awards with market-based targets granted in the year ended December 31, 2020.
+Added: The weighted-average grant-date fair value of performance awards with market-based targets in the year ended December 31, 2019 was $ 18.20 per share.
+Added: The weighted-average derived service period for performance awards with market-based targets in the year ended December 31, 2019 was 2.12 years.
+Added: There were no performance awards with market-based targets granted in the years ended December 31, 2020 and 2021.
The fair value of performance awards with market-based targets granted was determined using a Monte Carlo model with the following weighted-average assumptions:
4 unchanged sentences
Expected dividend yield — % — % — %
−Removed: Share Repurchases
−Removed: The following table represents a summary of common stock repurchased in connection with discrete arrangements with selected current and former employees during the year ended December 31, 2018.
−Removed: There were no common stock shares repurchased for the years ended December 31, 2019 and 2020.
−Removed: (In millions, except share amounts which are reflected in thousands, and per share amounts) Year Ended December 31, 2018
−Removed: Common stock shares repurchased 286
−Removed: Common stock repurchase cost $ 11
−Removed: Fair value of repurchase recorded as an increase in accumulated deficit $ 13
−Removed: Excess of fair value recorded as stock-based compensation $ 1
−Removed: Price range per common stock share $ 36.58 - $ 41.65
2019 Employee Stock Purchase Plan
On May 9, 2019, the date of the underwriting agreement between Uber and the underwriters for the IPO, our ESPP became effective.
−Removed: The number of shares of Uber common stock available for issuance under the ESPP automatically increases on January 1 of each year, beginning in 2020 and continuing through 2029, by the lesser of (a) 1.0 % of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) 25,000,000 shares.
+Added: The number of shares of Uber common stock available for issuance under the ESPP automatically increases on January 1 of each year, beginning in 2020 and continuing through 2029, by the lesser of (a) 1.0 % of the total number of shares of common stock
+Added: outstanding on December 31 of the immediately preceding calendar year, and (b) 25,000,000 shares.
However, our board of directors or compensation committee may reduce the amount of the increase in any particular year.
1 unchanged sentence
The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2019, 2020 and 2021.
−Removed: During the years ended December 31, 2019 and 2020, 2 million and 5 million shares, respectively, of common stock were purchased under the ESPP at a weighted-average price of $ 23.83 and $ 25.05 per share, respectively, resulting in cash proceeds of $ 49 million and $ 125 million, respectively.
+Added: During the years ended December 31, 2019, 2020 and 2021, 2 million, 5 million and 3 million shares, respectively, of common stock were purchased under the ESPP at a weighted-average price of $ 23.83 , $ 25.05 and $ 38.75 per share, respectively, resulting in cash proceeds of $ 49 million, $ 125 million and $ 107 million, respectively.
We selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for our ESPP.
6 unchanged sentences
Foreign ( 3,507 ) ( 3,428 ) ( 685 )
−Removed: Income (loss) before income taxes and loss from equity method investments $ 1,312 $ ( 8,433 ) $ ( 6,946 )
+Added: Loss before income taxes and loss from equity method investments $ ( 8,433 ) $ ( 6,946 ) $ ( 1,025 )
The components of the provision for (benefit from) income taxes for the years ended December 31, 2019, 2020 and 2021 are as follows (in millions):
2 unchanged sentences
Federal $ 1 $ — $ —
−Removed: State 15 — 11
Foreign 132 63 196
11 unchanged sentences
Foreign rate differential ( 3.8 ) 10.8 10.3
−Removed: Foreign rate differential - gain on divestiture (1)
Non-deductible expenses ( 1.3 ) ( 1.3 ) ( 5.2 )
3 unchanged sentences
Federal research and development credits 3.1 2.9 7.8
−Removed: Deferred tax on foreign investments (2)
+Added: Deferred tax on investments (1)
Entity restructuring (2)
2 unchanged sentences
Valuation allowance ( 97.3 ) ( 45.8 ) ( 33.7 )
−Removed: Global Intangible Low-taxed Income — ( 1.6 ) —
+Added: US tax on foreign income ( 1.6 ) — ( 10.8 )
Tax rate change — 14.4 22.4
2 unchanged sentences
Effective income tax rate ( 0.5 ) % 2.8 % 48.0 %
−Removed: (1) The 2018 rate impact for “Foreign rate differential – gain on divestiture” was primarily driven by the gains on divestitures reported by subsidiaries in jurisdictions with statutory tax rates lower than the U.S.
−Removed: federal tax rate.
−Removed: (2) The 2018 rate impact for “Deferred tax on foreign investments” was related to the following:
−Removed: a) deferred U.S.
−Removed: tax impact of income inclusion related to the gain on the eventual disposition of the shares underlying our investment in Didi and Grab, and b) deferred China tax impact on the eventual disposition of the shares underlying our investment in Didi.
−Removed: The 2020 rate impact for “Deferred tax on foreign investments” was primarily driven by the deferred U.S.
+Added: (1) The 2020 rate impact for “Deferred tax on investments” was primarily driven by the deferred U.S.
tax impact and the deferred China tax impact of the impairment charge related to our investment in Didi.
−Removed: (3) The 2018 rate impact for “Entity restructuring” was related to a transaction that resulted in the repatriation of assets from a foreign subsidiary to a domestic subsidiary.
−Removed: As a result of the repatriation, the deferred tax assets were recalculated at the U.S.
−Removed: statutory tax rate, resulting in a total deferred tax benefit of $ 275 million.
−Removed: The rate differential between the foreign subsidiary and the United States resulted in this deferred tax benefit.
−Removed: The 2019 rate impact for “Entity restructuring” was related to a series of transactions resulting in changes to our international legal structure, including a redomiciliation of a subsidiary to the Netherlands and a transfer of certain intellectual property rights among wholly owned subsidiaries, primarily to align its evolving operations.
+Added: The 2021 rate impact for “Deferred tax on investments” was primarily driven by the deferred China and U.S.
+Added: tax impact related to our investment in Didi and the deferred U.S.
+Added: tax impact related to our investments in Aurora, Grab, and Zomato.
+Added: (2) The 2019 rate impact for “Entity restructuring” is related to a series of transactions resulting in changes to our international legal structure, including a redomiciliation of a subsidiary to the Netherlands and a transfer of certain intellectual property rights among wholly owned subsidiaries, primarily to align its evolving operations.
The redomiciliation resulted in a step-up in the tax basis of intellectual property rights and a correlated increase in foreign deferred tax assets in an amount of $ 6.4 billion, net of a reserve for uncertain tax positions of $ 1.4 billion (refer to the 2019 rate impact for “Change in unrecognized tax benefits”).
4 unchanged sentences
however, there was no financial statement benefit recognized since the deferred tax asset was offset by a full valuation allowance.
+Added: To align our structure to our evolving operations, in the second and fourth quarters of 2021, we completed intercompany transfers of certain intangible assets.
+Added: These intercompany transfers did not have a material impact to the financial statements.
The components of deferred tax assets and liabilities as of December 31, 2020 and 2021 are as follows (in millions):
9 unchanged sentences
Lease liability 460 455
−Removed: Other 221 620
+Added: Interest limitation carryforwards 562 629
Total deferred tax assets 14,523 15,431
7 unchanged sentences
(1) The $ 1.5 billion indefinite-lived deferred tax liability represents the deferred U.S.
−Removed: and foreign income tax expense, which will be incurred upon the eventual disposition of the shares underlying our investments in Didi and Grab.
+Added: income tax expense, which will be incurred upon the eventual disposition of the shares underlying our investments in Didi, Aurora, Grab, and Zomato.
The current year tax expense and any subsequent changes in the recognition or measurement of this deferred tax liability will be recorded in continuing operations.
−Removed: Based on available evidence, management believes it is not more-likely-than-not that the net U.S., India, and Netherlands deferred tax assets will be fully realizable.
+Added: Based on available evidence, management believes it is not more-likely-than-not that the net U.S., Netherlands, and other non-material jurisdictions’ deferred tax assets will be fully realizable.
In these jurisdictions, we have recorded a valuation allowance against net deferred tax assets.
3 unchanged sentences
We had a valuation allowance against net deferred tax assets of $ 13.4 billion and $ 13.9 billion as of December 31, 2020 and 2021, respectively.
−Removed: In 2020, the change in the valuation allowance was primarily attributable to an increase in U.S.
−Removed: federal, state, and Netherlands deferred tax assets resulting from loss from operations, tax credits generated during the year, and tax rate increase in the Netherlands.
−Removed: The indefinite carryforward period for net operating losses ("NOLs") means that indefinite-lived deferred tax liabilities can be considered as support for realization of deferred tax assets including post December 31, 2017 net operating loss carryovers, which can affect the need to record or maintain a valuation allowance for deferred tax assets.
−Removed: At December 31, 2019 and 2020, we realized approximately $ 979 million and $ 744 million, respectively, of our U.S.
−Removed: federal and state deferred tax assets as a result of our naked credits being used as a source of income.
+Added: In 2021, the increase in the valuation allowance was primarily attributable to a tax rate increase in the Netherlands, an increase in U.S.
+Added: federal, state and Netherlands deferred tax assets resulting from the loss from operations, and tax credits generated during the year, offset partially by the release of the valuation allowance due to deferred tax liabilities recorded as a result of the acquisitions providing an additional source of taxable income to support the realizability of pre-existing deferred tax assets.
+Added: The indefinite carryforward period for net operating losses ("NOLs") means that indefinite-lived deferred tax liabilities can be considered as support for realization of deferred tax assets, which can affect the need to record or maintain a valuation allowance for deferred tax assets.
+Added: As of December 31, 2020 and 2021, we realized approximately $ 744 million and $ 1.2 billion, respectively, of our U.S.
+Added: federal and state deferred tax assets as a result of our indefinite-lived deferred tax liabilities being used as a source of income.
As of December 31, 2021, we had U.S.
2 unchanged sentences
state NOL carryforwards of $ 10.2 billion that begin to expire in 2022 and $ 2.2 billion that have an unlimited carryover period.
−Removed: As of December 31, 2020, we had foreign NOL carryforwards of $ 6.6 billion that begin to expire in 2023 and $ 251 million that have an unlimited carryover period.
+Added: As of December 31, 2021, we had foreign NOL carryforwards of $ 507 million that begin to expire in 2023 and $ 10.1 billion that have an unlimited carryover period.
As of December 31, 2021, we had U.S.
4 unchanged sentences
Based on the analysis, we do not anticipate a current limitation on the tax attributes.
−Removed: In response to the Coronavirus pandemic, governments in certain countries have enacted legislation, including the Coronavirus Aid, Relief, and Economic Security Act enacted by the U.S.
−Removed: on March 27, 2020.
−Removed: Recent legislative developments did not have a material impact on our provision for (benefit from) income taxes.
The following table reflects changes in gross unrecognized tax benefits (in millions):
26 unchanged sentences
Australia 2017 - 2021
−Removed: As of December 31, 2020, we intend to indefinitely reinvest approximately $ 209 million of accumulated foreign earnings of certain foreign subsidiaries.
−Removed: The amount of potential unrecognized deferred tax liability with respect to such unremitted earnings is not material.
+Added: As of December 31, 2021, the amount of accumulated foreign earnings of certain foreign subsidiaries that we intend to indefinitely reinvest is not material.
Note 13 – Net Income (Loss) Per Share
1 unchanged sentence
Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock.
−Removed: The dilutive effect of outstanding awards and convertible securities is reflected in diluted net income (loss) per share by application of the treasury stock method.
−Removed: Since we were in a loss position for the years ended December 31, 2019 and 2020, basic net loss per share was the same as diluted net income per share for the periods presented.
−Removed: For the year ended December 31, 2018, all net income was allocated to noncumulative dividends on preferred stock, therefore basic net income per share was the same as diluted net income per share.
+Added: The dilutive effect of outstanding awards and convertible securities is reflected in diluted net income (loss) per share by application of the treasury stock method or if-converted method, as applicable.
We take into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.
−Removed: The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2018, 2019 and 2020 (in millions, except share amounts which are reflected in thousands, and per share amounts):
+Added: The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):
Year Ended December 31,
2019 2020 2021
−Removed: Basic net income (loss) per share:
−Removed: Net income (loss) including non-controlling interests $ 987 $ ( 8,512 ) $ ( 6,788 )
+Added: Basic net loss per share:
+Added: Net loss including non-controlling interests $ ( 8,512 ) $ ( 6,788 ) $ ( 570 )
net loss attributable to non-controlling interests, net of tax ( 6 ) ( 20 ) ( 74 )
−Removed: noncumulative dividends to preferred stockholders 997 — —
−Removed: Net income (loss) attributable to common stockholders $ — $ ( 8,506 ) $ ( 6,768 )
+Added: Net loss attributable to common stockholders $ ( 8,506 ) $ ( 6,768 ) $ ( 496 )
Basic weighted-average common stock outstanding 1,248,353 1,752,960 1,892,546
−Removed: Basic net income (loss) per share attributable to common stockholders (1)
+Added: Basic net loss per share attributable to common stockholders (1)
$ ( 6.81 ) $ ( 3.86 ) $ ( 0.26 )
−Removed: Diluted net income (loss) per share:
−Removed: Net income (loss) attributable to common stockholders $ — $ ( 8,506 ) $ ( 6,768 )
−Removed: change in fair value of MLU B.V.
−Removed: put/call feature ( 12 ) — —
−Removed: noncumulative dividends to preferred stockholders 12 — —
−Removed: Diluted net income (loss) attributable to common stockholders $ — $ ( 8,506 ) $ ( 6,768 )
−Removed: Number of shares used in basic net income (loss) per share computation 443,368 1,248,353 1,752,960
+Added: Diluted net loss per share:
+Added: Net loss attributable to common stockholders $ ( 8,506 ) $ ( 6,768 ) $ ( 496 )
+Added: Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax — — ( 44 )
+Added: Diluted net loss attributable to common stockholders $ ( 8,506 ) $ ( 6,768 ) $ ( 540 )
+Added: Number of shares used in basic net loss per share computation 1,248,353 1,752,960 1,892,546
Weighted-average effect of potentially dilutive securities:
−Removed: Common stock subject to a put/call feature 407 — —
−Removed: Stock options 33,528 — —
−Removed: RSUs to settle fixed monetary awards 1,073 — —
−Removed: Other 623 — —
+Added: Assumed redemption of Freight Holding convertible common shares, non-controlling interest — — 2,973
Diluted weighted-average common stock outstanding 1,248,353 1,752,960 1,895,519
−Removed: Diluted net income (loss) per share attributable to common stockholders (1)
+Added: Diluted net loss per share attributable to common stockholders (1)
$ ( 6.81 ) $ ( 3.86 ) $ ( 0.29 )
(1) Per share amounts are calculated using unrounded numbers and therefore may not recalculate.
−Removed: On May 14, 2019, we completed our IPO, in which we issued and sold 180 million shares of our common stock at a price of $ 45.00 per share.
−Removed: On that date, all of our outstanding redeemable convertible preferred stock automatically converted into 905 million shares of common stock, and the holders of the 2021 and 2022 Convertible Notes elected to convert the outstanding notes into common stock, resulting in the issuance of 94 million shares of common stock.
−Removed: These shares were included in our issued and outstanding common stock starting on that date.
−Removed: Refer to Note 11 - Stockholders' Equity for further information.
−Removed: On January 18, 2018, we converted 390 million shares of our Class B common stock into Class A common stock under the conditions of the SoftBank Investment, thereby increasing the total number of Class A common stock outstanding to 450 million shares and resulting in only one class of common stock.
−Removed: Refer to Note 11 - Stockholders' Equity for further information.
−Removed: The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):
+Added: Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach.
+Added: Upon adoption, we use the if-converted method and presume share settlement for our 2025 Convertible Notes and our non-interest bearing unsecured convertible notes related to the acquisition of Careem (“Careem Notes”) when calculating the dilutive effect of these notes.
+Added: The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):
Year Ended December 31,
2019 2020 2021
−Removed: Redeemable convertible preferred stock 903,607 — —
−Removed: Freight Holdings contingently redeemable preferred stock — — 14,339
+Added: Freight Holding contingently redeemable preferred stock — 14,339 10,070
Convertible notes — 28,407 21,740
1 unchanged sentence
Stock options 34,800 28,734 24,253
−Removed: Restricted common stock with performance condition 1,758 — —
Common stock subject to repurchase 210 28 4,153
−Removed: Warrants to purchase redeemable convertible preferred stock 1,073 — —
RSUs to settle fixed monetary awards 283 49 —
4 unchanged sentences
We determine our operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance.
−Removed: During the second quarter of 2020, we changed the name of the Rides segment to Mobility and the name of the Eats segment to Delivery.
+Added: During the second quarter of 2020, we changed the name of the Rides segment to Mobility and the name of the Eats segment to
In addition, during the second quarter of 2020, we completed the divestiture of our JUMP business (the “JUMP Divestiture”), which comprised substantially all of the operations of our Other Bets reportable segment.
4 unchanged sentences
Refer to Note 19 – Divestitures for further information regarding the JUMP Divestiture.
−Removed: As of December 31, 2020, our four operating and reportable segments are as follows:
+Added: In January 2021, we sold our ATG Business to Aurora.
+Added: Our ATG Business was included in the ATG and Other Technology Programs segment prior to this transaction.
+Added: As a result of the sale, ATG and Other Technology Programs segment was no longer a reportable segment.
+Added: Beginning in the first quarter of 2021, results of ATG and Other Technology Programs are included within All Other.
+Added: Refer to Note 19 – Divestitures for further information regarding the sale of our ATG Business.
+Added: As of December 31, 2021, our three operating and reportable segments are as follows:
Segment Description
Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis.
−Removed: Mobility also includes activity related to our U4B, Financial Partnerships, Transit and Vehicle Solutions offerings.
+Added: Mobility also includes activity related to our Financial Partnerships and Transit offerings.
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.
−Removed: In certain markets, Delivery also includes offerings for grocery and convenience store delivery as well as select other goods.
+Added: In certain markets, Delivery also includes offerings for grocery, alcohol and convenience store delivery as well as select other goods.
Freight connects carriers with shippers on our platform, and gives carriers upfront, transparent pricing and the ability to book a shipment.
−Removed: ATG and Other Technology Programs
−Removed: The ATG and Other Technology Programs segment is responsible for the development and commercialization of autonomous vehicle and ridesharing technologies, as well as Uber Elevate.
+Added: Freight also includes transportation management and other logistics services offerings.
For information about how our reportable segments derive revenue, refer to Note 2 – Revenue.
11 unchanged sentences
Freight ( 217 ) ( 227 ) ( 130 )
−Removed: ATG and Other Technology Programs ( 537 ) ( 499 ) ( 375 )
All Other (1)
+Added: ( 750 ) ( 461 ) ( 11 )
Total segment adjusted EBITDA ( 268 ) ( 392 ) 1,107
12 unchanged sentences
Gain on lease arrangement, net — 5 —
−Removed: Impact of 2018 Divested Operations (1), (3)
Restructuring and related charges, net ( 57 ) ( 362 ) —
+Added: Legacy auto insurance transfer (4)
+Added: Mass arbitration fees — — ( 43 )
Loss from operations $ ( 8,596 ) $ ( 4,863 ) $ ( 3,834 )
+Added: (1) Includes historical results of ATG and Other Technology Programs and New Mobility.
(2) Excluding stock-based compensation expense.
3 unchanged sentences
Our allocation methodology is periodically evaluated and may change.
−Removed: (3) Defined as our 2018 operations in (i) Southeast Asia prior to the sale of those operations to Grab and (ii) Russia/CIS prior to the formation our Yandex.Taxi joint venture.
+Added: (4) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information.
Geographic Information
3 unchanged sentences
Year Ended December 31,
+Added: 2019 2020 2021
United States $ 7,968 $ 6,082 $ 9,058
1 unchanged sentence
Total Revenue $ 13,000 $ 11,139 $ 17,455
−Removed: (1) Our revenue have been retrospectively adjusted to reflect the implementation of the new accounting policy.
−Removed: Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies for further information on the change in accounting policy.
As of December 31,
25 unchanged sentences
The injunction was stayed pending appeal.
−Removed: On October 22, 2020, the Court of Appeal affirmed the lower court’s ruling and held that we must comply with the preliminary injunction order no later than 30 days after the case is returned to the trial court.
−Removed: In November 2020, California voters voted in favor of Proposition 22, a state ballot initiative that provided a framework for drivers that use platforms like ours to qualify as independent workers.
−Removed: 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.
+Added: 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.
+Added: 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.
+Added: Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers.
+Added: As a result of the passage of Proposition 22, Drivers are able to maintain their status as independent contractors
+Added: 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.
−Removed: however, for periods prior to its effectiveness and with respect to the California Attorney General’s lawsuit, we intend to continue to vigorously defend ourselves.
+Added: The California Supreme Court declined the petition for review on February 10, 2021.
+Added: The lawsuit was returned to the trial court following the appellate proceedings on February 22, 2021.
+Added: On April 12, 2021, the California Attorney General, Uber and Lyft filed a stipulation to dissolve the preliminary injunction with the trial court.
+Added: On April 16, 2021, the trial court signed an order granting the stipulation.
+Added: 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.
+Added: We have petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned.
+Added: We intend to continue to vigorously defend ourselves.
Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.
+Added: In addition, in January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied.
+Added: The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the Alameda County Superior Court ruled that Proposition 22 is unconstitutional.
+Added: On September 21, 2021, the State of California filed an appeal of that decision with the California Court of Appeal, and the Protect App-Based Drivers and Services organization has also filed an appeal.
Massachusetts Attorney General Lawsuit
1 unchanged sentence
The complaint alleges Drivers are employees, and are entitled to protections under the wage and labor laws.
−Removed: The complaint was served on July 20, 2020 and Uber filed a motion to dismiss the complaint on September 24, 2020.
−Removed: Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.
−Removed: Postmates Arbitrations
−Removed: We have received demands or have been threatened with demands for individual arbitration on behalf of Delivery People who claim to be misclassified as independent contractors by Postmates.
−Removed: These claims expose us to wage and hour and related liabilities for each individual who has filed a demand.
+Added: The complaint was served on July 20, 2020 and Uber filed a motion to dismiss the complaint on September 24, 2020, which was denied on March 25, 2021.
+Added: A summary judgment motion was filed in September 2021, and we filed a motion in which we argue that the motion is premature.
+Added: The court granted our motion to defer the summary judgment motion on January 12, 2022.
Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.
4 unchanged sentences
We are challenging each of them before the Social Security and Administrative Tribunals.
−Removed: In April 2020, a ruling was made on a separate matter in Switzerland which reclassified a Driver as an employee.
−Removed: The ultimate resolution of the social security matters is uncertain and the amount accrued for this matter is recorded within accrued and other current liabilities on the consolidated balance sheets.
+Added: In April 2021, a ruling was made that Uber Switzerland could not be held liable for social security contributions.
+Added: The litigations with regards to Uber B.V.
+Added: and Raiser Operations B.V.
+Added: are still pending for years 2014 to 2019.
+Added: In January 2022, the Social Security Tribunal of Zurich reclassified drivers who have used the App in 2014 as dependent workers of Uber BV and Rasier Operations BV from a social security standpoint, but this ruling has been appealed before the Federal Tribunal and has no impact on our current operations.
+Added: The ultimate resolution of the social security matters for the other two entities is uncertain and the amount accrued for this matter is recorded within accrued and other current liabilities on the consolidated balance sheets.
Aslam, Farrar, Hoy and Mithu v.
8 unchanged sentences
On February 19, 2021, the Supreme Court of the UK upheld the tribunal ruling that the Drivers using the App in 2016 were workers for UK employment law purposes.
−Removed: Damages may include back pay including holiday pay and minimum wage.
−Removed: Additional claimants have also filed and each claimant will be required to bring their own separate action to an employment tribunal to determine whether they met the “worker” classification and if so, how much each claimant will be awarded.
−Removed: In addition, we expect to be subject to related pension contributions, which will require separate engagement with the UK pension regulator, but the ultimate resolution of this matter, including the amount of any exposure is uncertain.
+Added: Damages include back pay including holiday pay and minimum wage, which will be assessed and quantified at a future hearing in July 2022.
+Added: On March 16, 2021, we announced that more than 70,000 Mobility drivers in the UK will be treated as workers, earning at least the National Living Wage when driving with Uber.
+Added: They will also be paid for holiday time and all those eligible will be automatically enrolled into a pension plan.
+Added: We have also completed a settlement process with drivers in the UK to proactively resolve historical claims relating to their classification under UK law.
+Added: Our portal for drivers to register for a settlement of historical holiday pay and national minimum wage liabilities closed on July 22, 2021 and we have extended offers to all drivers eligible for settlement who are not already represented by an attorney and have made payments to the drivers who accepted our offers.
+Added: Compensation hearings will take place in 2022 for claimants who have not settled their historic claims, where the tribunal will assess our position on the correct approach to working time, expenses, and holiday pay.
+Added: On June 23, 2021, we received a compliance notice from the UK pension regulator to facilitate our auto-enrollment implementation.
+Added: We have completed the enrollment of eligible drivers in the UK into a pension plan.
+Added: While the ultimate resolution of these matters is uncertain, we have recorded an accrual for these matters within accrued and other current liabilities on the consolidated balance sheets as of December 31, 2021.
Other Driver Classification Matters
4 unchanged sentences
State Unemployment Taxes
−Removed: In December 2016, following an audit opened in 2014 investigating whether Drivers were independent contractors or employees, we received a Notification of Assessment from the Employment Development Department (“EDD”), State of California, for payroll tax liabilities.
−Removed: The notice retroactively imposed various payroll tax liabilities on us, including unemployment insurance, employment training tax, state disability insurance, and personal income tax.
−Removed: We have filed a petition with an administrative law judge of the California Unemployment Insurance Appeals Board appealing the assessment.
−Removed: In addition to the assessment, there is a risk of exposure for later years, although no formal assessment has been issued.
−Removed: This matter remains pending.
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 both Rasier and Uber.
−Removed: Both assessments were calculated through
−Removed: November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018.
−Removed: The DOL provided a revised assessment on February 24, 2021.
−Removed: We are engaged in ongoing discussions with the NJDOL about the assessments, though the NJDOL has noticed Uber for a hearing on the merits.
−Removed: Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.
+Added: Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018.
+Added: The NJDOL has provided several assessments from February through October 2021.
+Added: We have submitted payment for the principal revised amount of the assessment and are engaged in ongoing discussions with the NJDOL about the assessments.
+Added: While the ultimate resolution of this matter is uncertain, we recorded for this matter within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2021.
Levandowski & Ron;
9 unchanged sentences
In March 2020, Levandowski pleaded guilty to criminal trade secret charges and filed for bankruptcy.
−Removed: Uber filed a proof of claim in the bankruptcy court, and Levandowski additionally asserted a claim against Uber alleging that Uber failed to perform its obligations under an agreement with Otto Trucking, LLC.
−Removed: The indemnification dispute and Levandowski’s claim will proceed in the bankruptcy court.
Former President Trump pardoned Levandowski from the trade secret conviction.
−Removed: The ultimate resolution of the matter could result in a possible loss of up to $ 60 million or more (depending on interest incurred) in excess of the amount accrued.
−Removed: Taiwan Regulatory Fines
−Removed: Prior to us adjusting and re-launching our operating model in April 2017 to a model where government-approved rental companies provide transport services to Riders, Drivers in Taiwan and the local Uber entity were fined by Taiwan’s Directorate General of Highways in significant numbers across Taiwan.
−Removed: On January 6, 2017, a new Highways Act came into effect in Taiwan which increased maximum fines from New Taiwan Dollar (“NTD”) 150,000 to NTD 25 million per offense.
−Removed: We suspended our service in Taiwan from February 10, 2017 to April 12, 2017, but a number of these fines were issued to the local Uber entity in connection with rides that took place in January and February 2017 prior to the suspension.
−Removed: Since April 2017, we have been appealing the fines through the courts.
−Removed: On September 18, 2020, the Grand Chamber of the Supreme Court announced a positive ruling finding that the agency that issued these fines against the local Uber entity did not have the jurisdiction to do so.
−Removed: Individual Supreme Court chambers revoked many of these tickets and only an immaterial amount remained as of December 31, 2020.
+Added: Uber filed a proof of claim in the bankruptcy court, and Levandowski additionally asserted a claim against Uber alleging that Uber failed to perform its obligations under an agreement with Otto Trucking, LLC.
+Added: For these claims, Uber and Levandowski reached a confidential settlement in principle that is scheduled for an approval hearing with the court on March 3, 2022.
+Added: While the ultimate resolution of this matter is uncertain, we have recorded for this matter within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2021.
Non-Income Tax Matters
10 unchanged sentences
We continue to believe that we have meritorious defense in these proceedings.
−Removed: During the first quarter of 2020, we favorably resolved a state non-income exposure in the U.S.
−Removed: resulting in a $ 138 million reduction of U.S.
−Removed: non-income tax reserves.
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 different from the estimated liability recorded.
Other Legal and Regulatory Matters
−Removed: We have been subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, foreign corrupt practices act and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, the adequacy of disclosures to investors and other shareholders, and the infringement of certain intellectual property rights.
+Added: We have been subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, 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 have investigated many of these matters and we are implementing a number of recommendations to our managerial, operational and compliance practices, as well as strengthening our overall governance structure.
3 unchanged sentences
In the ordinary course of business, we often include standard indemnification provisions in our arrangements with third parties.
−Removed: Pursuant to these provisions, we may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its activities or non-compliance with certain representations and warranties made by us.
+Added: 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.
−Removed: Note 16 - Variable Interest Entities ("VIEs")
+Added: Note 16 – Variable Interest Entities
+Added: VIEs are legal entities that lack sufficient equity to finance their activities without future subordinated financial support.
Consolidated VIEs
We consolidate VIEs in which we hold a variable interest and are the primary beneficiary.
−Removed: We have determined that these entities are a VIE as they lack sufficient equity to finance their activities without future subordinated financial support.
We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs.
−Removed: As a result, we consolidate the assets and liabilities of these VIEs.
+Added: As a result, we consolidate the assets and liabilities of these consolidated VIEs.
Total assets included on the consolidated balance sheets for our consolidated VIEs as of December 31, 2020 and 2021 were $ 1.2 billion and $ 3.9 billion, respectively.
−Removed: Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2019 and 2020 were $ 159 million and $ 136 million, respectively.
+Added: Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2020 were not material and $ 1.0 billion as of December 31, 2021.
Freight Holding
2 unchanged sentences
The Freight Holding stock held by us was determined to be a variable interest.
−Removed: Freight Holding is also considered to be a VIE because it lacks sufficient equity to finance its activities without future subordinated financial support.
−Removed: Given that we have the power to direct activities that most significantly impact the economic performance of Freight Holding, we are the primary beneficiary of Freight Holding.
−Removed: As a result, we consolidate Freight Holding’s assets and liabilities.
−Removed: In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“Freight Series A Preferred Stock Purchase Agreement”) with Greenbriar Equity Group, L.P.
−Removed: (“Greenbriar”) to sell shares of Series A Preferred Stock (“Freight Series A”).
−Removed: The new investment does not change the conclusion that Freight Holding is a consolidated VIE.
−Removed: As of December 31, 2020, we continue to own the majority of the issued and outstanding capital stock of Freight Holding and report non-controlling interest as further described in Note 17 - Non-Controlling Interests.
+Added: In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“2020 Freight Series A Preferred Stock Purchase Agreement”) with outside investor (“2020 Freight Series A Investor”) to sell shares of Series A Preferred Stock (“Freight Series A”).
+Added: In July 2021, we entered into a Freight Series A preferred stock purchase agreement and sold shares of Freight Series A to The Public Investment Fund, which is an investor in Uber.
+Added: In November 2021, Freight Holding entered into a series A-1 stock purchase agreement (“2021 Series A-1 Preferred Stock Purchase Agreement”) with outside investors (“Freight Series A-1 Investors”) to sell shares of Series A-1 convertible preferred stock of Freight Holding (“Freight Series A-1”).
+Added: Neither the Freight Series A or Freight Series A-1 investments changed the conclusion that Freight Holding is a consolidated VIE.
+Added: As of December 31, 2020 and 2021, we continue to own the majority of the issued and outstanding capital stock of Freight Holding and report non-controlling interest as further described in Note 17 – Non-Controlling Interests.
+Added: Divestiture of ATG Business and Aurora Investments
In April 2019, we contributed certain of our subsidiaries and certain assets and liabilities related to our autonomous vehicle technologies (excluding liabilities arising from certain indemnification obligations related to the Levandowski arbitration and any remediation costs associated with certain obligations that may arise as a result of the Waymo settlement) to Apparate in exchange for common units representing 100 % ownership interest in Apparate.
−Removed: The purpose of Apparate is to develop and commercialize autonomous vehicle and ridesharing technologies and Apparate’s results are part of the ATG and Other Technology Programs segment.
Subsequent to the formation of Apparate, Apparate entered into a Class A Preferred Unit Purchase Agreement (“Preferred Unit Purchase Agreement”) with SVF Yellow (USA) Corporation (“SoftBank”), Toyota Motor North America, Inc.
2 unchanged sentences
The common units held by us in Apparate were determined to be a variable interest.
−Removed: We determined that Apparate is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support.
−Removed: We have the power to direct the activities that most significantly impact the economic performance of Apparate, and, as a result, we are the primary beneficiary of Apparate, consolidate Apparate’s assets and liabilities and report non-controlling interests as further described in Note 17 - Non-Controlling Interests.
−Removed: In December 2020, we and Apparate entered into a definitive agreement with Aurora and certain other parties, pursuant to which, through a series of merger transactions, we will sell Apparate to Aurora.
−Removed: On January 19, 2021, we completed the sale of Apparate to Aurora.
−Removed: Refer to Note 21 - Subsequent Events for further information.
+Added: The purpose of Apparate was to develop and commercialize autonomous vehicle and ridesharing technologies and Apparate’s results were part of All Other (formerly our ATG and Other Technology Programs segment, refer to Note 14 - Segment Information and Geographic Information for further information).
+Added: As of December 31, 2020, we consolidated the ATG Business’ assets and liabilities and reported non-controlling interests.
+Added: On January 19, 2021, we completed the sale of the ATG Business to Aurora.
+Added: Refer to the section titled “Unconsolidated VIEs” below for additional information on Aurora.
+Added: Refer to Note 19 – Divestitures for further information on the sale of the ATG Business.
Careem Qatar and Morocco
On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem and certain of its subsidiaries pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) in countries where regulatory approval was obtained or which did not require regulatory approval.
−Removed: The assets and operations in Qatar and Morocco (collectively “Non-Transferred Countries”), have not yet been transferred to us as of December 31, 2020.
−Removed: Transfer of the assets and operations of the Non-Transferred Countries will be subject to a delayed closing pending timing of regulatory approval.
−Removed: If regulatory approval is not obtained with respect to any Non-Transferred Countries by the nine month anniversary of January 2, 2020, we can divest the net assets of any such remaining Non-Transferred Countries and we will receive all the proceeds from the divestiture of any Non-Transferred Countries.
−Removed: We will continue to seek regulatory approval for Qatar and Morocco.
−Removed: The net assets and operations in Qatar and Morocco are not material.
−Removed: The purpose of the Non-Transferred Countries’ operations is to provide primarily ridesharing services in each respective country.
−Removed: Although the assets and operations of the Non-Transferred Countries were not transferred as of December 31, 2020 , we have rights to all residual interests in the entities comprising the Non-Transferred Countries which is considered a variable interest.
−Removed: We are exposed to losses and residual returns of the entities comprising the Non-Transferred Countries through the right to all of the proceeds from either the divestiture or the eventual legal transfer upon regulatory approval of the entities comprising the Non-Transferred Countries.
−Removed: We control Intellectual Properties (“IP”) which are significant for the business of Non-Transferred Countries and sub-license those IP to the Non-Transferred Countries.
−Removed: Each entity that comprises the Non-Transferred Countries meets the definition of a VIE and we are the primary beneficiary of each of the entities comprising the Non-Transferred Countries.
−Removed: As a result, we consolidate the entities comprising the Non-Transferred Countries as further described in Note 18 – Business Combinations.
+Added: The assets and operations in Qatar and Morocco (collectively “Non-Transferred Countries”) had not yet been transferred to us as of December 31, 2020.
+Added: The purpose of the Careem Qatar and Morocco’s operations is to provide primarily ridesharing services in each respective country.
+Added: Although the assets and operations of the Non-Transferred Countries were not transferred as of December 31, 2020, we had rights to all residual interests in the entities comprising the Non-Transferred Countries which was considered a variable interest.
+Added: We were exposed to losses and residual returns of the entities comprising the Non-Transferred Countries through the right to all of the proceeds from either the divestiture or the eventual legal transfer upon regulatory approval of the entities comprising the Non-Transferred Countries.
+Added: We controlled Intellectual Properties (“IP”) which are significant for the business of Non-Transferred Countries and sub-license those IP to the Non-Transferred Countries.
+Added: Each entity that comprised the Non-Transferred Countries met the definition of a VIE and we were the primary beneficiary of each of the entities comprising the Non-Transferred Countries.
+Added: As a result, we consolidated the entities comprising the Non-Transferred Countries as of December 31, 2020.
+Added: On September 21, 2021, ownership of Careem’s operations in Morocco was fully transferred to us.
+Added: Transfer of the assets and operations of Careem Qatar will be subject to a delayed closing pending timing of regulatory approval.
+Added: We have rights to all residual interests in the Careem Qatar entity which is considered a variable interest.
+Added: We are exposed to losses and residual returns of the Careem Qatar entity through the right to all of the proceeds from either the divestiture or the eventual legal transfer, upon regulatory approval, of the Careem Qatar entity.
+Added: As a result, we consolidated Careem Qatar as of December 31, 2021.
Unconsolidated VIEs
+Added: 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.
+Added: Our carrying amount of assets recognized on the consolidated balance sheets related to unconsolidated VIEs were $ 308 million and $ 598 million as of December 31, 2020 and 2021, respectively, and represents our maximum exposure to loss associated with the unconsolidated VIEs.
Zomato is incorporated in Indi a with the purposes of providing food delivery services.
On January 21, 2020, we acquired compulsorily convertible cumulative preference shares (“CCPS Preferred Shares”) of Zomato valued at $ 171 million in exchange for Uber’s food delivery operations in India (“Uber Eats India”), and a note receivable valued at $ 35 million for reimbursement of goods and services tax.
−Removed: Our investment in the CCPS Preferred Shares of Zomato will represent 9.99 % of the voting capital upon conversion to ordinary shares.
−Removed: Zomato is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support.
−Removed: We are exposed to Zomato’s economic risks and rewards through our investment and note receivable which represent variable interests, and the carrying values of these variable interests reflect our maximum exposure to loss.
−Removed: However, we are not the primary beneficiary because neither the investment in CCPS Preferred Shares nor the note receivable provide us with the power to direct the activities that most significantly impact Zomato’s economic performance.
−Removed: As of December 31, 2020, the carrying amount of assets recognized on the consolidated balance sheet related to our interests in Zomato and our maximum exposure to loss relating to this unconsolidated VIE was approximately $ 150 million.
+Added: As of December 31, 2020, our investment in the CCPS Preferred Shares of Zomato represented 9.99 % of the voting capital upon conversion to ordinary shares.
+Added: Zomato was a VIE as it lacked sufficient equity to finance its activities without future subordinated financial support.
+Added: We were exposed to Zomato’s economic risks and rewards through our investment and note receivable which represent variable interests, and the carrying values of these variable interests reflect our maximum exposure to loss.
+Added: However, we were not the primary beneficiary because neither the investment in CCPS Preferred Shares nor the note receivable provide us with the power to direct the activities that most significantly impact Zomato’s economic performance.
Refer to Note 19 – Divestitures for further information regarding Zomato and the divestiture of Uber Eats India.
−Removed: Mission Bay 3 & 4
−Removed: The Mission Bay 3 & 4 JV refers to ECOP, a joint venture entity established in March 2018, by us and the LLC Partners.
−Removed: We contributed $ 136 million cash in exchange for a 45 % interest in ECOP.
−Removed: Prior to March 31, 2020, any remaining construction costs were to be funded through a construction loan obtained by ECOP where we together with the two LLC Partners guaranteed payments and performance of the loan when it became due and any payment of costs incurred by the lender under limited situations.
−Removed: As of December 31, 2019, the maximum collective guarantee liability was up to $ 50 million.
−Removed: We evaluated the nature of our investment in ECOP and determined that ECOP was a VIE during the construction period;
−Removed: however, we were not the primary beneficiary as decisions were made jointly between parties and therefore we did not have the power to direct activities that most significantly impacted the VIE.
−Removed: The investment was determined to be an equity method investment due to our ability to exercise significant influence over ECOP.
−Removed: Refer to Note 4 - Equity Method Investments for further information.
−Removed: In March 2020, ECOP secured new loans and $ 91 million was distributed back to us as a return of capital investment.
−Removed: In connection with the repayment of the construction loan by ECOP, the maximum collective guarantee liability of up to $ 50 million was extinguished.
−Removed: The closing of ECOP's new financing in March 2020, triggered a reconsideration event and we reevaluated if ECOP still met the definition of a VIE.
−Removed: As of March 31, 2020, we determined that ECOP was no longer a VIE as it has sufficient equity to operate without the need for subordinated financial support.
+Added: During the second quarter of 2021, the outstanding note receivable was paid.
+Added: During the third quarter of 2021, we determined Zomato is no longer a VIE as it is sufficiently capitalized as a result of its IPO in India during July 2021.
+Added: Refer to Note 3 – Investments and Fair Value Measurement for further information.
On May 7, 2020, we entered into the JUMP Divestiture and received the 2020 Lime Investments.
−Removed: Refer to Note 19 - Divestitures for further information on the JUMP Divestiture.
−Removed: Lime is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support.
−Removed: We are exposed to Lime’s economic risks and rewards through our ownership of the 2020 Lime
−Removed: Investments, which represent variable interests.
−Removed: However, we are not the primary beneficiary of Lime because we lack the power to direct the activities that most significantly impact Lime’s economic performance.
−Removed: As of December 31, 2020, the carrying amount of assets recognized on our consolidated balance sheet related to the 2020 Lime Investments of $ 134 million represents our maximum exposure to loss associated with Lime as an unconsolidated VIE.
−Removed: On July 6, 2020, we closed on a purchase agreement with CS-Global, excluding operating subsidiaries in Mexico (“CS-Mexico”).
−Removed: Refer to Note 18 – Business Combinations for further information.
−Removed: CS-Mexico is a VIE as its equity interests do not fully absorb the entity’s expected losses and it lacks sufficient equity to finance its activities without future subordinated financial support.
−Removed: We are exposed to CS-Mexico’s economic risks and rewards through:
+Added: Refer to Note 19 – Divestitures for further information on the JUMP Divestiture and the 2020 Lime Investments.
+Added: We are exposed to Lime’s economic risks and rewards through our ownership of the 2020 Lime Investments, which represent variable interests.
+Added: As of December 31, 2020, Cornershop Cayman’s (“Cornershop”) business operations in Mexico (“CS-Mexico”) were determined to be a variable interest.
+Added: We were exposed to CS-Mexico’s economic risks and rewards through:
the CS-Mexico Put/Call;
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the contractual rights to 35 % of contingent sale proceeds from CS-Mexico under certain conditions;
−Removed: and a market-based fee related to the transition services agreement, all of which represent variable interests held by Uber.
−Removed: However, we are not the primary beneficiary because the variable interests do not provide us with the power to direct the activities that most significantly impact CS-Mexico’s economic performance.
−Removed: As of December 31, 2020, the carrying amount of assets (primarily the CS-Mexico Put/Call and unsecured note) recognized on the consolidated balance sheet related to our interests in CS-Mexico is $ 28 million and our maximum exposure to loss relating to this unconsolidated VIE were approximately $ 23 million.
+Added: and a market-based fee related to the transition services agreement, all of which represented variable interests held by Uber.
+Added: However, we were not the primary beneficiary and we did not consolidate CS-Mexico.
In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction.
−Removed: On January 11, 2021, we completed the transaction and acquired a 55 % ownership interest in CS-Mexico by exercising our call option through the CS-Mexico Put/Call agreement.
−Removed: Refer to Note 21 - Subsequent Events for further information.
+Added: On January 11, 2021, Cornershop Global (“CS-Global”), an entity which held all of Cornershop business operations, except for those in Mexico,
+Added: exercised a call option and acquired 100 % of the outstanding equity interest in CS-Mexico.
+Added: We owned 55 % of CS-Mexico through our ownership in CS-Global.
+Added: The acquisition of CS-Mexico by CS-Global triggered a reconsideration event and we reevaluated if CS-Mexico still met the definition of a VIE.
+Added: As of December 31, 2021, we determined that CS-Mexico was no longer a VIE when it was acquired by CS-Global, which has sufficient equity to operate without the need for subordinated financial support.
+Added: Refer to Note 18 – Business Combinations for further information.
+Added: In January 2021, we sold our ATG Business to Aurora.
+Added: After the sale, we hold equity interests in Aurora through our Aurora Investments.
+Added: As of December 31, 2021, our Aurora Investments had a fair value of $ 3.4 billion within investments on the consolidated balance sheet.
+Added: Refer Note 3 – Investments and Fair Value Measurement for additional information regarding the accounting for our Aurora Investments and Note 19 – Divestitures for additional information regarding the sale of our ATG Business.
+Added: After the sale in January 2021, we initially determined Aurora was a VIE as it lacked sufficient equity to finance its activities without future subordinated financial support.
+Added: We were exposed to Aurora’s economic risks and rewards through our equity interests, which represented variable interests.
+Added: On November 3, 2021, Aurora completed its planned SPAC merger with Reinvent Technology Partners Y, making Aurora a publicly traded company post combination, which triggered a reconsideration event.
+Added: We reevaluated if Aurora still met the definition of a VIE and determined that Aurora was no longer a VIE when it completed its SPAC merger given it had sufficient equity to operate without the need for subordinated financial support.
+Added: On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L.
+Added: dba Moove (“Moove”), a vehicle fleet operator in Spain, including (i) an equity investment, through preferred shares, in which Uber acquired a 30 % minority interest in Moove from its current shareholders at closing and up to approximately $ 185 million contingent on future performance of Moove and certain other conditions through the eighth anniversary of the agreement, (ii) a term loan of $ 213 million to Moove, due February 2026, and (iii) a commercial partnership agreement.
+Added: Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Close Date.
+Added: After this series of agreements, Moove is considered a related party.
+Added: Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on the consolidated balance sheet.
+Added: The term loan, $ 204 million as of December 31, 2021, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on the consolidated balance sheet.
+Added: Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities.
+Added: Moove is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support.
+Added: We are exposed to Moove’s economic risks and rewards through our equity investment, the term loan and commercial partnership agreement, which represent variable interests.
Note 17 – Non-Controlling Interests
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As of December 31, 2020, the Preferred Units represented an aggregate 14.2 % ownership interest in Apparate on an as-converted basis.
−Removed: As of December 31, 2020, we have retained the remaining 85.8 % ownership interest.
+Added: As of December 31, 2020, we retained the remaining 85.8 % ownership interest.
SoftBank and Toyota are our existing inv estors.
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The put and call were determined to be embedded features within the SoftBank Preferred Units since they are not separately exercisable or legally detached from the SoftBank Preferred Units.
−Removed: As of December 31, 2019 and 2020, the SoftBank Preferred Units are classified as redeemable non-controlling interests in our consolidated financial statements and reported at the Put/Call Price which is determined as of each balance sheet date.
+Added: As of December 31, 2020, the SoftBank Preferred Units were classified as redeemable non-controlling interests in our consolidated financial statements and reported at the Put/Call Price which was determined as of the balance sheet date.
The initial fair value of SoftBank’s Preferred Units was determined based on a hybrid method with the option pricing model as the primary methodology.
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A market approach was also used to corroborate the valuation derived from the hybrid method at issuance to evidence that the issuance price of the Preferred Units approximated their fair value.
−Removed: There were no fair value adjustments to SoftBank’s redeemable non-controlling interests during the years ended December 31, 2019 and 2020.
+Added: There was no fair value adjustment to SoftBank’s redeemable non-controlling interests during the year ended December 31, 2020.
Toyota and DENSO’s Preferred Units
−Removed: As of December 31, 2019 and 2020, the Toyota and DENSO Preferred Units are classified in permanent equity as non-controlling interests as these units are not subject to any mandatory redemption rights or redemption rights that are outside our control .
+Added: As of December 31, 2020, the Toyota and DENSO Preferred Units were classified as non-redeemable non-controlling interests as these units were not subject to any mandatory redemption rights or redemption rights that are outside our control .
ATG Collaboration Agreement with Apparate, Toyota and DENSO
In conjunction with the Preferred Unit Purchase Agreement discussed above, we entered into a three-year joint collaboration agreement among Toyota, DENSO, and Apparate to develop next-generation self-driving technology (the “ATG Collaboration Agreement”), which became effective as of the closing of the Preferred Unit Purchase Agreement in July 2019.
−Removed: Toyota will make cash payments to Apparate up to an aggregate of $ 300 million, payable in six semi-annual installments during the three-year term of the ATG Collaboration Agreement.
−Removed: The cash payments for each six-month period are contingent upon the mutual agreement between the parties on the development activities and milestones to be achieved in the next six months and the continuation of the ATG Collaboration Agreement.
−Removed: The ATG Collaboration Agreement is within the scope of ASC 808, Collaborative Arrangements.
−Removed: The development activities are considered ongoing and central to the activities of ATG.
−Removed: As a result, the amounts received from Toyota are recognized as collaboration revenue in the ATG and Other Technology Programs segment ratably over the respective six-month service period to which each payment relates, as the related development activities are performed.
+Added: Pursuant to the ATG Collaboration Agreement, Toyota would make cash payments to Apparate up to an aggregate of $ 300 million, payable in six semi-annual installments during the three-year term of the ATG Collaboration Agreement.
+Added: The cash payments for each six-month period were contingent upon the mutual agreement between the parties on the development activities and milestones to be achieved in the next six months and the continuation of the ATG Collaboration Agreement.
+Added: The ATG Collaboration Agreement was within the scope of ASC 808, Collaborative Arrangements.
+Added: The development activities were considered ongoing and central to the activities of ATG.
+Added: As a result, the amounts received from Toyota were recognized as collaboration revenue in the All other segment (formerly ATG and Other Technology Programs) ratably over the respective six-month service period to which each payment relates, as the related development activities are performed.
During the years ended December 31, 2019 and 2020, we recognized $ 42 million and $ 100 million, respectively, as revenue under the ATG Collaboration Agreement.
−Removed: Pending Sale of ATG Business
−Removed: In December 2020, we and Apparate entered into a definitive agreement with Aurora and certain other parties pursuant to which through a series of merger transactions we will sell Apparate to Aurora.
−Removed: The sale will result in the derecognition of non-controlling interest in Apparate.
−Removed: Refer to Note 9 – Assets and Liabilities Held for Sale for further information.
+Added: Divestiture of ATG Business to Aurora
+Added: On January 19, 2021, we completed the previously announced sale of our ATG Business to Aurora.
+Added: As a result, our controlling interest and the non-controlling interests in the ATG Business were settled and ownership of the ATG Business transferred to Aurora.
+Added: We derecognized the carrying value of non-controlling interests in the ATG Business of $ 1.1 billion, which included Toyota and DENSO non-redeemable non-controlling interests of $ 701 million and Softbank’s redeemable non-controlling interests of $ 356 million.
+Added: Refer to Note 19 – Divestitures for further information.
Freight Holding
As of December 31, 2020 and 2021, we owned 85 % and 78 %, respectively, of the issued and outstanding capital stock of our subsidiary Freight Holding, or 79 % and 75 %, respectively, on a fully-diluted basis if all common shares reserved for issuance under our Freight Holding employee incentive plan were issued and outstanding.
−Removed: Under the Freight Holding incentive plan, a total number of 99.8 million shares of Freight Holding are reserved and 83.8 million shares are available for grant and issuance.
−Removed: As of December 31, 2019 and 2020, the minority stockholders ownership in Freight Holding is classified in mezzanine equity as redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control.
−Removed: The Freight Holding non-controlling interest is not accreted to redemption value because it is currently not probable that the non-controlling interest will become redeemable.
+Added: As of December 31, 2020 and 2021, under the Freight Holding incentive plan, a total number of 99.8 million shares of Freight Holding are reserved.
+Added: As of December 31, 2020 and 2021, 83.8 million and 85.0 million shares, respectively, were available for grant and issuance.
+Added: The redeemable non-controlling interest of Freight Holding is not accreted to redemption value because it is currently not probable that the non-controlling interest will become redeemable.
Holders of Common Stock of Freight Holding
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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.
+Added: As of December 31, 2020 and 2021, 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.
We attribute the pro rata share of the Freight Holding’s net income or loss available to holders of common stock to the redeemable non-controlling interests generated from common shares of Freight Holding based on the outstanding ownership of the minority shareholders of common shares during the period.
−Removed: Greenbriar Freight Preferred Series A Investment in Freight Holding
−Removed: In October 2020, Freight Holding entered into a Freight Series A Preferred Stock Purchase Agreement with Greenbriar.
−Removed: Pursuant to the Freight Series A Preferred Stock Purchase Agreement, Greenbriar agreed to invest an aggregate of $ 500 million in Freight Holding, which will occur over a number of closings, subject to customary closing conditions.
−Removed: On October 6, 2020, the initial closing occurred pursuant to the Freight Series A Preferred Stock Purchase Agreement and Greenbriar invested $ 250 million in exchange for 124,744,896 shares of Freight Series A units, representing approximately 8 % ownership interest on a basic and fully diluted basis.
−Removed: Greenbriar has the option to purchase additional shares in tranches of at least $ 50 million at a time at the initial purchase price for two years following initial closing up to an additional aggregate $ 250 million.
+Added: Freight Series A Preferred Stock
+Added: In October 2020, Freight Holding entered into a 2020 Freight Series A Preferred Stock Purchase Agreement with a 2020 Freight Series A Investor.
+Added: Pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement, the 2020 Freight Series A Investor agreed to invest an aggregate of $ 500 million in Freight Holding, which will occur over a number of closings, subject to customary closing conditions.
+Added: On October 6, 2020, the initial closing occurred pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement and 2020 Freight Series A Investor invested $ 250 million in exchange for 124.7 million shares of Freight Series A preferred stock, representing approximately 8 % ownership interest on a fully diluted basis.
+Added: The 2020 Freight Series A Investor has the option to purchase additional shares in tranches of at least $ 50 million at a time at the initial purchase price for two years following initial closing up to an additional aggregate $ 250 million.
This right to continue to invest at the initial price over two years is a forward obligation classified as a liability measured at fair value which was initially valued using a two-year discount rate and is immaterial.
We will maintain majority ownership of the issued and outstanding capital stock of Freight Holding following such additional investment.
−Removed: Upon the passage of two years from initial close, Greenbriar must purchase and Freight Holding must issue any remaining unissued additional shares at the purchase price.
−Removed: Greenbriar holds one seat on the Freight Holding board of director as of December 31, 2020.
−Removed: As of December 31, 2020, we retain the 85 % ownership interest of Freight Holding following the closing of the Freight Series A Preferred Stock Purchase Agreement.
+Added: Upon the passage of two years from initial close, the 2020 Freight Series A Investor must purchase and Freight Holding must issue any remaining unissued additional shares at the purchase price.
+Added: The 2020 Freight Series A Investor holds two seats on the Freight Holding board of directors as of December 31, 2021.
We do not attribute the pro rata share of the Freight Holding’s loss to the redeemable non-controlling interests in Series A Preferred shares of Freight Holding because these shares are entitled to a liquidation preference and therefore do not participate in losses that would cause their interest to be below the liquidation preference.
−Removed: Upon liquidation, the Freight Series A units are entitled to the greater of either (i) a 1.5 x liquidation preference on their initial investment, as well as 6 % continuously compounding cumulative dividends that will be paid before any distribution to common shareholders or (ii) the fair value of their investment (the “Freight Series A Liquidation Preference”).
+Added: Upon liquidation, these Freight Series A preferred stock are entitled to the greater of either (i) a 1.5 x liquidation preference on their initial investment, as well as 6 % continuously compounding cumulative dividends that will be paid before any distribution to common shareholders or (ii) the fair value of their investment (the “Freight Series A Liquidation Preference”).
The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations.
−Removed: Greenbriar’s Freight Series A units may be called by us at our option after the passage of five years at the Freight Series A Liquidation Preference.
−Removed: Beginning after three years, if a series of events occur including Freight Holding not consummating an IPO, Greenbriar’s Freight Series A could become redeemable at the Freight Series A Liquidation Preference upon the passage of five years.
−Removed: Upon redemption, Greenbriar’s Freight Series A would be settled in either cash or Uber common shares at our option.
+Added: The 2020 Freight Series A Investor’s Freight Series A preferred stock may be called by us at our option after the passage of five years at the Freight Series A Liquidation Preference.
+Added: Beginning after three years, if a series of events occur including Freight Holding not consummating an IPO, 2020 Freight Series A Investor’s Freight Series A preferred stock could become redeemable at the Freight Series A Liquidation Preference upon the passage of five years.
+Added: Upon redemption, the 2020 Freight Series A Investor’s Freight Series A preferred stock would be settled in either cash or Uber common shares at our option.
+Added: In July 2021, we entered into a Series A preferred stock purchase agreement and sold shares of Freight Holding's Series A Preferred Stock to The Public Investment Fund, which is an investor in Uber, representing 4 % ownership interest on a fully diluted basis at the time of the sale.
+Added: As of December 31, 2021, the Freight Series A preferred stock held by the Public Investment Fund were classified as non-redeemable non-controlling interests as these shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control .
+Added: Freight Series A-1 Preferred Stock
+Added: In November 2021, Freight Holding entered into a 2021 Series A-1 Preferred Stock Purchase Agreement with Freight Series A-1 Investors.
+Added: Pursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the Freight Series A-1 Investors agreed to invest an aggregate of $ 550 million in Freight Holding in exchange for Freight Series A-1 preferred stock.
+Added: The purchase and sale of the Freight Series A-1 preferred stock took place concurrently with the closing of the Transplace acquisition.
+Added: Refer to Note 18 – Business Combinations for additional information on the Transplace acquisition.
+Added: Freight Series A-1 Investors have basic rights and preferences which primarily include:
+Added: one vote per share;
+Added: conversion rights to common shares;
+Added: 6 % cumulative dividend preference and liquidation preference (a 1.0 x liquidation preference of original issuance price plus cumulative unpaid dividends).
+Added: The accruing dividends are compounding annually, and are only payable when dividends are declared by Freight Holding’s Board.
+Added: The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statement of operations.
+Added: As of December 31, 2021, the Freight Series A-1 preferred stock held by the Freight Series A-1 Investors were classified as non-redeemable non-controlling interests as t hese shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control .
On July 6, 2020, we closed the acquisition of a 55 % controlling ownership interest in CS-Global.
Refer to Note 18 – Business Combinations for further information.
−Removed: As of December 31, 2020, the non-controlling interest in CS-Global is classified in mezzanine
−Removed: equity as redeemable non-controlling interest because it is subject to a put/call agreement which is not solely in our control to exercise.
−Removed: At each balance sheet date, the redeemable non-controlling interest will be measured using a discounted cash flow methodology and the carrying value will be adjusted if the fair value is higher than the carrying value.
+Added: As of December 31, 2020, the non-controlling interest in CS-Global was classified as redeemable non-controlling interest because it is subject to a put/call agreement which was not solely in our control to exercise.
+Added: At each balance sheet date, the redeemable non-controlling interest was measured using a discounted cash flow methodology and the carrying value was adjusted if the fair value was higher than the carrying value.
The initial fair value, as of the acquisition date of July 6, 2020, was $ 290 million.
There were no fair value adjustments to CS-Global’s redeemable non-controlling interest during the year ended December 31, 2020.
+Added: As of December 31, 2020, Cornershop’s financial results were consolidated in our consolidated financial statements given our majority ownership interest.
+Added: On January 11, 2021, CS-Global exercised a call option and acquired 100 % of the outstanding equity interest in CS-Mexico, which increased the redeemable non-controlling interest.
+Added: In August 2021, we acquired the minority shareholders' interests in CS-Global in an all-stock transaction and CS-Global became a wholly-owned subsidiary of ours.
+Added: We derecognized the carrying value of redeemable non-controlling interests in CS-Global of $ 1.3 billion.
+Added: Refer to Note 18 – Business Combinations for further information.
Note 18 – Business Combinations
−Removed: On March 26, 2019, we entered into an Asset Purchase Agreement with Careem.
−Removed: Pursuant to the Asset Purchase Agreement, we agreed to acquire substantially all of the assets and assume substantially all of the liabilities of Careem.
On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem.
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however the results of operations and net assets were fully consolidated as variable interest entities.
−Removed: Refer to Note 16 - Variable Interest Entities ("VIEs") for further information.
+Added: On September 21, 2021, ownership of Careem’s operations in Morocco was fully transferred to us.
+Added: Transfer of the assets and operations of Careem Qatar will be subject to a delayed closing pending timing of regulatory approval.
+Added: Refer to Note 16 – Variable Interest Entities for further information.
The acquisition date fair value of the consideration transferred for Careem was $ 3.0 billion, which consisted of the following (in millions):
5 unchanged sentences
Total consideration $ 3,003
−Removed: The fair value of the non-interest bearing unsecured convertible notes (the “Careem Notes”) was determined as a sum of the discounted cash flow (“DCF”) method (for the present value of the principal amount of the Careem Notes) and the Black-Scholes option pricing model (to value the conversion option).
+Added: The fair value of the Careem Notes was determined as a sum of the discounted cash flow (“DCF”) method (for the present value of the principal amount of the Careem Notes) and the Black-Scholes option pricing model (to value the conversion option).
The significant unobservable inputs used in the fair value measurement include discount rates of 5.14 % to 5.19 % for the principal amount of the Careem Notes and for the conversion option an expected volatility of 42.1 % to 44.1 %, interest rates of 1.53 % to 1.57 %, and dividend yield of 0 %.
−Removed: We will issue the Careem Notes in different tranches with $ 880 million of the principal amount of the Careem Notes issued on January 2, 2020 and settled in cash on April 1, 2020.
−Removed: The remaining amount of the Careem Notes is recognized as a commitment to issue unsecured convertible notes at fair value in accrued and other current liabilities and in other long-term liabilities.
−Removed: Refer to Note 10 - Supplemental Financial Statement Information for further information.
+Added: We issued the Careem Notes in different tranches with $ 880 million of the principal amount of the Careem Notes issued on January 2, 2020 and settled in cash on April 1, 2020.
Each tranche of the Careem Notes is due and payable 90 days once issued.
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The discount from the Careem Notes face value to fair value will be accreted through the respective repayment dates as interest expense.
−Removed: The amount of accretion for the year ended December 31, 2020 was not material.
+Added: During the year ended December 31, 2021, certain holders of the Careem Notes elected to convert their notes and as a result of such elections, $ 539 million of the principal amount of the Careem Notes matured, of which $ 307 million were settled in cash and $ 232 million were settled in equity.
+Added: The remaining amount of the Careem Notes is recognized as a commitment to issue unsecured convertible notes at fair value in accrued and other current liabilities of $ 238 million as of December 31, 2021.
+Added: The amount of accretion for the years ended December 31, 2020 and 2021 was not material.
+Added: Acquisition Date Fair Value
The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
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The overall weighted average useful life of the identified amortizable intangible assets acquired is ten years .
−Removed: The estimated fair value of the intangible assets acquired was determined by our management, using a multi-period excess earnings method to estimate the fair value of the rider relationships.
−Removed: The significant unobservable input used in the fair value measurement of rider relationships is the riders attrition rate.
−Removed: We used the replacement cost method to estimate the fair value of the Captains network and the relief from royalty method to estimate the fair values of developed technology and trade names.
Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as we believe that these amounts approximate their current fair values.
5 unchanged sentences
For the period from January 2, 2020 through December 31, 2020, Careem contributed to a loss before income taxes of $ 218 million.
−Removed: Revenue for the period from January 2, 2020 through December 31, 2020 was not material.
+Added: Revenue for the period from January 2, 2020 through December 31, 2020 were not material.
In 2019, as a strategic move of entering into grocery delivery market, we agreed to purchase a controlling interest in Cornershop Cayman (“Cornershop”), operating an online grocery delivery platform primarily in Chile and Mexico.
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Immediately prior to the transaction close, Cornershop was restructured such that the Mexico operations were held in Cornershop Technologies LLC and its wholly owned subsidiary (collectively referred to as “CS-Mexico”), while all of the remaining Cornershop operations were to be held in the newly created CS-Global entity.
−Removed: On July 6, 2020, we closed the purchase agreement to acquire CS-Global, resulting in an Uber direct capital contribution of $ 200 million, which includes the Initial Cornershop Investment and notes receivable, to CS-Global and a payment of $ 179 million to tendering shareholders, paid in a combination of cash and 2,055,038 shares of our common stock.
+Added: On July 6, 2020, we acquired 55 % controlling interest in CS-Global, an entity which held all of Cornershop’s business operations, except for those in Mexico.
+Added: This transaction resulted in an Uber direct capital contribution of $ 200 million, which included the Initial Cornershop Investment and notes receivable, to CS-Global and a payment of $ 179 million to tendering shareholders, paid in a combination of cash and 2,055,038 shares of our common stock.
The Initial Cornershop Investment was remeasured immediately prior to the acquisition of CS-Global, and based on the Cornershop business value and Uber’s pre-acquisition ownership percentage, the new value was not materially different from the previously recognized amount.
−Removed: Thus the Initial Cornershop Investment is determined at the original $ 50 million.
+Added: Thus, the Initial Cornershop Investment was determined at the original $ 50 million.
In exchange for the consideration transferred, we received 15,642,523 Preferred C Membership Interests in CS-Global, representing 55 % of the outstanding membership interests.
As a result, we obtained the controlling financial interest in CS-Global and accounted for the acquisition as a business combination.
−Removed: For additional information on the accounting treatment of the remaining non-controlling interest in CS-Global, refer to Note 17 - Non-Controlling Interests.
−Removed: Uber and CS-Global also entered into a put/call arrangement over the non-controlling interest in CS-Global, providing Uber the right and obligation to acquire the remaining interest from non-controlling interest holders, exercisable in 5 years if there is no IPO or liquidation event, at a future negotiated price.
−Removed: Concurrent with the CS-Global Transaction, Uber, Cornershop and CS-Global entered into a put/call agreement providing CS-Global with the right through the call option (and obligation through the put option held by Cornershop) to purchase all of the interests in CS-Mexico, contingent upon the receipt of regulatory approval in Mexico (“CS-Mexico Put/Call”).
+Added: Concurrent with the CS-Global acquisition transaction, Uber, Cornershop and CS-Global entered into a put/call arrangement over the non-controlling interest in CS-Global, providing CS-Global with the right through the call option (and obligation through the put option held by Cornershop) to purchase all of the interests in CS-Mexico, contingent upon the receipt of regulatory approval in Mexico (“CS-Mexico Put/Call”).
Upon either the exercise of the call option (by CS-Global) or the put option (by Cornershop), CS-Global would acquire 100 % of the outstanding equity interests in CS-Mexico.
Uber would make a direct capital contribution to CS-Global and a payment to the tendering shareholder, totaling $ 94 million, in exchange for 55 % outstanding equity interest in CS-Mexico.
−Removed: The CS-Mexico Put/Call was accounted for separately from the acquisition, and was included in other current assets on the consolidated balance sheet as of December 31, 2020.
+Added: The CS-Mexico Put/Call, which was exercisable in 5 years if there is no IPO or liquidation event, at a future negotiated price, was accounted for separately from the acquisition, and was included in other current assets on the consolidated balance sheet as of December 31, 2020.
The acquisition date fair value of the consideration transferred for CS-Global was $ 362 million, which consisted of the following (in millions):
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Total consideration $ 362
−Removed: The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
+Added: The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Current assets $ 204
11 unchanged sentences
Goodwill was recorded in our Delivery segment.
−Removed: The fair values assigned to tangible and identifiable intangible assets acquired and liabilities
−Removed: assumed are based on management's estimates and assumptions at the time of acquisition, and are updated to reflect the most recent changes.
−Removed: The fair value of the redeemable non-controlling interest of $ 290 million was estimated based on the non-controlling interest’s respective share of the CS-Global enterprise value.
+Added: The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management's estimates and assumptions at the time of acquisition, and are updated to reflect the most recent changes.
+Added: The fair value of the redeemable non-controlling interests of $ 290 million was estimated based on the non-controlling interest’s respective share of the CS-Global enterprise value.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions, except years):
9 unchanged sentences
The overall weighted average useful life of the identified amortizable intangible assets acquired is six years .
−Removed: The estimated fair value of the intangible assets acquired was determined by our management, using a multi-period excess earnings method to estimate the fair value of the vendor relationship.
−Removed: The significant unobservable input used in the fair value measurement of vendor relationship is the vendor attrition rate.
−Removed: We used the replacement cost method to estimate the fair value of shopper and customer relationships.
−Removed: The assumptions used are shopper hiring and onboarding costs, and customer development costs, respectively.
−Removed: We used the relief from royalty method to estimate the fair values of developed technology and trade names.
−Removed: The significant input used in the fair value measurement of developed technology and trade names is the royalty rate that a market participant would charge for the use of such assets.
Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as we believe that these amounts approximate their current fair values.
2 unchanged sentences
For the period from July 6, 2020 through December 31, 2020, CS-Global contributed an immaterial amount of revenue and loss before taxes.
−Removed: On July 14, 2020 (the “Routematch Acquisition Date”), we acquired 100 % of the equity of Routematch, a software company offering specialized software and solutions to transit agencies, serving customers in the United States and Australia.
−Removed: The acquisition is expected to accelerate our development in the transit space.
−Removed: The acquisition of Routematch was accounted for as a business combination.
−Removed: Total consideration transferred included $ 85 million in cash and $ 29 million in Uber shares ( 939,683 shares of our common stock).
−Removed: The purchase price of $ 114 million was allocated to goodwill of $ 91 million and to certain identifiable intangible assets (comprised of customer relationships, developed technology and trademark) of $ 27 million.
−Removed: Goodwill represents the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired, which is not deductible for tax purposes.
−Removed: Goodwill is primarily attributed to the anticipated operational synergies and was recorded in our Mobility segment.
−Removed: Amortization of the identified amortizable intangible assets is calculated using the straight-line method.
−Removed: The overall weighted average useful life of the identified amortizable intangible assets acquired is eight years .
−Removed: The results of Routematch were included in our consolidated financial statements from the date of acquisition, July 14, 2020.
−Removed: For the period from July 14, 2020 through December 31, 2020, Routematch contributed an immaterial amount of revenue and loss before taxes.
−Removed: On July 5, 2020, we entered into an Agreement and Plan of Merger to acquire 100 % ownership interest in Postmates, Inc.
−Removed: (“Postmates”), an on-demand delivery platform in the U.S.
+Added: In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction.
+Added: On January 11, 2021, CS-Global exercised the call option through the CS-Mexico Put/Call agreement and acquired 100 % of the outstanding equity interest in CS-Mexico, and we owned 55 % of CS-Mexico through our ownership in CS-Global.
+Added: The acquisition of CS-Mexico was accounted for as a business combination.
+Added: The acquisition date fair value of the consideration transferred for CS-Mexico was immaterial, and consisted of a combination of cash payment and equity payment in Uber common stock and the fair value of the CS-Mexico Put/Call remeasured at the acquisition date.
+Added: As a result of remeasuring our prior CS-Mexico Put/Call held immediately prior to the business combination, we recognized an immaterial loss during the year ended December 31, 2021.
+Added: The loss was included in other income (expense), net in the consolidated statement of operations.
+Added: In August 2021, we completed the acquisition of the remaining 45 % ownership interest in Cornershop (or 47 %, on a fully-diluted basis) in an all-stock transaction.
+Added: As consideration for our acquisition of the remaining non-controlling interest, we issued 25 million shares of our common stock, including 4.6 million restricted shares issued to certain Cornershop employees.
+Added: In addition, we issued 4 million stock options to replace assumed outstanding stock options.
+Added: These replacement stock options attributable to post-acquisition service are included in our option activity and are recognized as stock-based compensation expense.
+Added: The acquisition was accounted for as an equity transaction, as we previously controlled and consolidated Cornershop.
+Added: Accordingly, we did not recognize a gain or loss in our consolidated statement of operations during the year ended December 31, 2021.
+Added: In connection with this acquisition, the previously recognized non-controlling interest was derecognized.
+Added: Following this transaction, Cornershop became our wholly-owned subsidiary.
+Added: The total purchase price was determined to be $ 967 million, based on the number of shares issued and Uber’s share price on the closing date.
+Added: The fair value of the 4.6 million restricted shares issued to certain Cornershop employees was determined to be $ 202 million.
+Added: These shares are restricted and contingent on the employees’ continuing employment at the combined company for the next three years .
+Added: These restricted shares are considered compensation for post-combination services and will be recognized as stock-based compensation expense ratably over the next three years .
+Added: On July 5, 2020, we entered into an Agreement and Plan of Merger to acquire 100 % ownership interest in Postmates, an on-demand delivery platform in the U.S.
On December 1, 2020, we completed the acquisition of Postmates, bringing together our global Mobility and Delivery platform with Postmates’ distinctive delivery business in the U.S.
−Removed: As a result of the transaction, we obtained ownership interest in Postmates
−Removed: through our voting rights, and the transaction has been accounted for as a business combination.
+Added: As a result of the transaction, we obtained ownership interest in Postmates through our voting rights, and the transaction was accounted for as a business combination.
The acquisition date fair value of the consideration transferred for Postmates was approximately $ 3.9 billion, which consisted of the following (in millions):
3 unchanged sentences
Total consideration $ 3,902
−Removed: The fair value of the $ 3.5 billion common stock issued ( 70,401,550 shares of our common stock), as consideration transferred was determined on the basis of the closing market price of our common stock on the acquisition date.
+Added: The fair value of the $ 3.5 billion common stock issued ( 70 million shares of our common stock), as consideration transferred was determined on the basis of the closing market price of our common stock on the acquisition date.
We determined the fair value of the equity awards for stock options assumed using a Black-Scholes option pricing model with the applicable assumptions as of the acquisition date.
The fair value of equity awards for RSUs was determined by using the closing market price of our common stock on the acquisition date adjusted by an exchange ratio.
−Removed: The purchase price allocation is preliminary and is 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.
−Removed: The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
+Added: The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Cash and cash equivalents $ 52
23 unchanged sentences
Consumer, merchant and fleet relationships represent the fair value of the underlying relationships with merchants (such as restaurants), Postmates end-users, and Postmates couriers (referred to as “fleet”).
−Removed: Developed technology represents the fair value of
−Removed: Postmates’ technology.
+Added: Developed technology represents the fair value of Postmates’ technology.
Trade names relate to the “Postmates” trade name, trademarks, and domain names.
The overall weighted average useful life of the identified amortizable intangible assets acquired is four years .
−Removed: The estimated fair value of the intangible assets acquired was determined by our management, using a multi-period excess earnings method to estimate the fair value of the consumer and merchant relationships.
−Removed: The significant unobservable inputs used in the fair value measurement of the consumer and merchant relationships are the estimated attrition rates and profit and loss allocated to identified customer and merchant relationships.
−Removed: We used the replacement cost method to estimate the fair value of the fleet relationship and IPR&D.
−Removed: The significant unobservable input used in the fair value measurement of fleet relationship is the time to recreate.
−Removed: We used the relief from royalty method to estimate the fair value of developed technology and trade names.
−Removed: The significant unobservable input used in the fair value measurement of developed technology and trade names is the royalty rates that a market participant could charge for use of such assets.
−Removed: The intangible assets recorded represent the fair values of, and approximate the amounts a market participant would pay for these intangible assets at the acquisition date.
Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximate their fair values.
1 unchanged sentence
For the period from December 1, 2020 through December 31, 2020, Postmates contributed an immaterial amount of revenue and loss before taxes.
+Added: During the fourth quarter of 2021, we finalized our estimate of the acquisition date fair values of the assets acquired and the liabilities assumed for Postmates.
+Added: As a result, during the year ended December 31, 2021, we recorded measurement period adjustments of $ 181 million net, to accrued and other current liabilities and deferred tax liability, with a corresponding increase to goodwill.
+Added: On July 14, 2020 (the “Routematch Acquisition Date”), we acquired 100 % of the equity of Routematch, a software company offering specialized software and solutions to transit agencies, serving customers in the United States and Australia.
+Added: The acquisition is expected to accelerate our development in the transit space.
+Added: The acquisition of Routematch was accounted for as a business combination.
+Added: Total consideration transferred included $ 85 million in cash and $ 29 million in Uber shares ( 1 million shares of our common stock).
+Added: The purchase price of $ 114 million was allocated to goodwill of $ 91 million and to certain identifiable intangible assets (comprised of customer relationships, developed technology and trademark) of $ 27 million.
+Added: Goodwill represents the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired, which is not deductible for tax purposes.
+Added: Goodwill is primarily attributed to the anticipated operational synergies and was recorded in our Mobility segment.
+Added: The overall weighted average useful life of the identified amortizable intangible assets acquired is eight years .
+Added: The results of Routematch were included in our consolidated financial statements from the date of acquisition, July 14, 2020.
+Added: For the period from July 14, 2020 through December 31, 2020, Routematch contributed an immaterial amount of revenue and loss before taxes.
+Added: On February 2, 2021, we entered into an Agreement and Plan of Reorganization to acquire 100 % ownership interest in Drizly, an on-demand alcohol marketplace in North America.
+Added: On October 12, 2021, we completed the acquisition of Drizly, allowing us to expand alcohol offerings in our Delivery business.
+Added: The acquisition of Drizly has been accounted for as a business combination.
+Added: The acquisition date fair value of the consideration transferred for Drizly was approximately $ 943 million, which consisted of the following (in millions):
+Added: Common stock issued $ 881
+Added: Stock-based compensation awards attributable to pre-combination services 20
+Added: Total consideration $ 943
+Added: The fair value of the $ 881 million common stock issued ( 19 million shares of our common stock), as consideration transferred was determined on the basis of the closing market price of our common stock on the acquisition date.
+Added: The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
+Added: Current assets $ 50
+Added: Intangible assets 395
+Added: Other long-term assets 7
+Added: Total assets acquired 1,071
+Added: Current liabilities ( 44 )
+Added: Deferred tax liability ( 79 )
+Added: Non-current liabilities ( 5 )
+Added: Total liabilities assumed ( 128 )
+Added: Net assets acquired $ 943
+Added: The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes.
+Added: Goodwill is primarily attributed to the assembled workforce of Drizly and anticipated operational synergies.
+Added: Goodwill was assigned to our Delivery segment.
+Added: The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition.
+Added: The purchase price allocation is preliminary and is 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.
+Added: Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximate their fair values.
+Added: The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions, except years):
+Added: Fair Value Weighted Average Remaining Useful Life - Years
+Added: Consumer relationship $ 60 5
+Added: Retailer relationship 90 10
+Added: Advertiser relationship 140 12
+Added: Developed technology 75 3
+Added: Trade names 30 6
+Added: Consumer, retailer, and advertiser relationships represent the fair value of the underlying relationships with Drizly end-users, retailers (such as liquor stores), and advertisers.
+Added: Developed technology represents the fair value of Drizly’s advertising management platform.
+Added: Trade names relate to the “Drizly” trade name, trademarks, and domain names.
+Added: The overall weighted average useful life of the identified amortizable intangible assets acquired is eight years .
+Added: The results of Drizly were included in our consolidated financial statements from the date of acquisition, October 12, 2021.
+Added: For the period from October 12, 2021 through December 31, 2021, Drizly contributed an immaterial amount of revenue and loss before taxes.
+Added: On July 21, 2021, we entered into a Stock Purchase Agreement to acquire 100 % ownership interest in Transplace, a leading transportation management and third-party logistics provider in North America.
+Added: On November 12, 2021, we completed the acquisition of Transplace in an all-cash transaction, allowing us to expand our Uber Freight business through Transplace’s expertise in transportation management.
+Added: The acquisition of Transplace has been accounted for as a business combination.
+Added: The acquisition date fair value of the consideration transferred for Transplace was $ 2.3 billion.
+Added: The followin g table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions) :
+Added: Cash and cash equivalents $ 29
+Added: Accounts receivable, net
+Added: Prepaid expenses and other current assets
+Added: Property and equipment, net
+Added: Operating lease right-of-use assets
+Added: Intangible assets, net
+Added: Goodwill 1,438
+Added: Total assets acquired 3,395
+Added: Accounts payable
+Added: Operating lease liabilities, current
+Added: Accrued and other current liabilities
+Added: Operating lease liabilities, non-current ( 66 )
+Added: Deferred tax liability ( 163 )
+Added: Other long-term liabilities
+Added: Total liabilities assumed ( 1,116 )
+Added: Net assets acquired $ 2,279
+Added: The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill.
+Added: Goodwill is primarily attributed to the assembled workforce of Transplace and anticipated operational synergies.
+Added: Goodwill was assigned to our Freight segment.
+Added: The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions at the time of acquisition.
+Added: The purchase price allocation is preliminary and is 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.
+Added: The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition ( in millions , except years):
+Added: Fair Value Weighted Average Remaining Useful Life - Years
+Added: Consumer relationships $ 530 12
+Added: Developed technology
+Added: Trade names 9 2
+Added: Customer relationships represent the fair value of the underlying relationships with Transplace customers who utilize their logistics services.
+Added: Developed technology represents the fair value of Transplace’s customer facing technology platforms.
+Added: Trade names relate to the “Transplace” trade name, trademarks, and domain names.
+Added: The overall weighted average useful life of the identified amortizable intangible assets acquired is ten years .
+Added: The results of Transplace were included in our consolidated financial statements from the date of acquisition, November 12, 2021.
+Added: For the period from November 12, 2021 through December 31, 2021, Transplace contributed $ 684 million of revenue and an immaterial amount of loss before taxes.
Certain Unaudited Pro Forma Information
−Removed: During 2020, we acquired Careem, CS-Global, Routematch and Postmates (the “2020 Acquired Businesses”).
−Removed: The following unaudited pro forma financial information presents what our results would have been had the 2020 Acquired Businesses been acquired on January 1, 2019.
−Removed: The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had each acquisition actually occurred at the beginning of fiscal year 2019 or of the results of our future operations of the consolidated business.
+Added: The following unaudited pro forma financial information presents what our results would have been had we acquired Careem, CS-Global, Routematch, Postmates and Transplace in the beginning of the applicable comparable prior annual reporting period.
+Added: The 2020 pro forma includes full year results for:
+Added: our 2020 acquisitions (Careem, CS-Global, Routematch and Postmates) as well as Transplace.
+Added: The 2021 pro forma includes full year results for Transplace.
+Added: The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had the acquisitions actually occurred at the beginning of applicable comparable prior reporting period or of the results of our future operations of the consolidated business.
Year Ended December 31,
2 unchanged sentences
Net loss including non-controlling interests ( 7,342 ) ( 700 )
−Removed: The pro forma financial information includes adjustments to net loss including non-controlling interests to reflect the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied from January 1, 2019, with the related tax effects.
+Added: The pro forma financial information primarily includes adjustments to net loss including non-controlling interests to reflect the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied from the beginning of applicable comparable prior reporting period, with the related tax effects.
Note 19 – Divestitures
During the years ended December 31, 2019, 2020 and 2021, we completed the following divestitures:
−Removed: • In 2018, these divestitures consisted of the disposition, with a retained interest, of our Uber Russia/CIS operations and the sale of our Southeast Asia operations.
−Removed: • In 2019, these divestitures consisted of the disposition of our Lion City Rentals business operations.
−Removed: • In 2020, these divestitures consisted of the sale of the our Uber Eats India operations, the disposition of all assets of our JUMP business, and the sale of our European Freight business to Sennder.
+Added: • In 2019, divestitures consisted of the disposition of our LCR business operations.
+Added: • In 2020, divestitures consisted of the sale of our Uber Eats India operations, the disposition of all assets of our JUMP business, and the sale of our European Freight business to Sennder.
+Added: • In 2021, divestitures consisted of the sale of our ATG Business, a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora.
The gains (losses) associated with these divestitures were included in other income (expense), net in the consolidated statements of operations.
−Removed: and Uber Russia/CIS Operations
−Removed: During the first quarter of 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company, MLU B.V., with Yandex and our holding ownership interests in MLU B.V.
−Removed: We contributed $ 345 million of cash, contracts in the region including Rider, Mobility Driver, and Eater contracts, and certain employees in the region to MLU B.V.
−Removed: We concurrently issued approximately 2 million shares of Uber Class A common stock, with a fair value of $ 52 million to MLU B.V.’s parent, Yandex.
−Removed: These shares were subject to a put/call feature resulting in our contingent obligation to buy back these shares at $ 48 per share.
−Removed: The put/call feature became exercisable at any time by either party from when it became effective in February 2019 through February 2022, at which point, if unexercised, the put/call right would expire.
−Removed: In December 2019, Yandex exercised the put feature which caused us to repurchase all Yandex owned shares of Uber Technologies, Inc.
−Removed: Class A common stock.
−Removed: We subsequently retired the shares.
−Removed: We performed an evaluation to determine if the sale constituted discontinued operations and concluded that the sale did not represent a major strategic shift, primarily because the Uber Russia/CIS operations did not materially affect our consolidated assets, revenue or loss from operations.
−Removed: In addition, we determined the sale constituted the sale of a business in accordance with ASC 805.
−Removed: In exchange for consideration contributed, we received a seat on MLU B.V.’s board and an initial 38 % equity ownership interest consisting of common stock in MLU B.V.
−Removed: The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V.
−Removed: Refer to Note 4 - Equity Method Investments for further information.
−Removed: As a result of the loss of control over Uber Russia/CIS resulting from the transaction, we derecognized the assets and liabilities of Uber Russia/CIS and recorded a $ 954 million gain during the year ended December 31, 2018 recognized in other income (expense), net in the consolidated statements of operations.
−Removed: The following table presents the gain on disposition related to the divestiture of Uber Russia/CIS during the year ended December 31, 2018 (in millions):
−Removed: Year Ended December 31, 2018
−Removed: Fair value of consideration received $ 1,410
−Removed: Cash consideration contributed, net of working capital adjustments ( 334 )
−Removed: Share consideration in Class A common stock contributed ( 52 )
−Removed: Net consideration received for sale of Uber Russia/CIS 967
−Removed: Carrying value of net assets transferred ( 13 )
−Removed: Gain on disposition $ 954
−Removed: Included in the initial carrying value of the investment in MLU B.V.
−Removed: of $ 1.4 billion, which represented the fair value of the investment (as consideration received) on the transaction date, was a basis difference of $ 908 million related to the difference between the cost of the investment and our proportionate share of the net assets of MLU B.V.
−Removed: Southeast Asia
−Removed: On March 25, 2018, two of our wholly-owned subsidiaries signed and completed an agreement with Grab pursuant to which Grab hired employees and acquired certain of our assets in the region, including Rider, Mobility Driver, and Eater contracts in Southeast Asia.
−Removed: The net assets contributed by us were not material.
−Removed: We determined the sale constituted the sale of business in accordance with ASC 805.
−Removed: The investment was determined to be an investment in a debt security which we classified as available-for-sale, initially recorded at fair value of $ 2.2 billion.
−Removed: Upon closing, our Chief Executive Officer joined Grab's board of directors and compensation committee.
−Removed: In exchange, we received 401 million shares of Grab Series G preferred stock on the closing date of the transaction and 8 million additional Grab Series G preferred stock during 2018 related to the resolution of certain post-close contingencies, for a total of 409 million shares representing 23.2 % of the outstanding share capital of Grab as of December 31, 2018.
−Removed: In addition, based on the agreement, 3 million shares remained subject to the post-close contingency as of December 31, 2018, and the remaining number of shares were immaterial as of December 31, 2019.
−Removed: The shares received were recorded at fair value as additional sale consideration.
−Removed: As a result of the transaction, we recorded a $ 2.3 billion gain during the year ended December 31, 2018 in other income (expense), net in the consolidated statements of operations.
−Removed: The Grab Series G preferred stock (“the Grab investment”) includes a redemption right, under which we, subject to certain conditions, including the absence of a Grab IPO, may put all or a portion of our investment back to Grab any time after the redemption date (defined as June 29, 2023) for cash.
−Removed: The redemption price is equal to the sum of the issue price of $ 5.54 with any declared but unpaid dividends, and compounded interest of 6 % per annum on the issue price.
−Removed: The compounded interest represents contractual interest receivable on the Grab investment generally due at the redemption date.
−Removed: The Grab investment meets the definition of a debt security due to the redemption feature of the invested shares that are not in-substance common stock.
−Removed: As a result, the Grab investment is classified as an available-for-sale debt security initially recorded at fair value, with changes in the fair value of the investment recorded in other comprehensive income (loss), net of tax.
−Removed: Refer to Note 3 - Investments and Fair Value Measurement for further information.
−Removed: There is significant uncertainty over the collectability of the contractual interest receivable on the Grab investment and as a result we have elected to apply a non-accrual policy to this investment.
−Removed: In determining whether a non-accrual policy is appropriate, we considered, among other factors, the reasonable possibility of a Grab IPO, the ability of Grab to pay the accumulated interest on all preferred securities on or after the redemption date, and the likelihood of a redemption occurring.
−Removed: If we had recorded accrued interest on the Series G preference shares, we would have recognized additional interest income of $ 102 million, $ 142 million and $ 151 million for the years ended December 31, 2018, 2019 and 2020, respectively.
−Removed: Related Party Transactions with Grab and MLU B.V.
−Removed: In August 2018, we entered into a purchase agreement (“Grab Vehicle Purchase Agreement”) to sell up to 1,900 vehicles to Grab from the pool of assets held for sale by LCR, our wholly-owned vehicle solutions subsidiary based in Singapore.
−Removed: The sales occurred over a six-month period beginning August 2018.
−Removed: During the year ended December 31, 2018, we transferred certain vehicles to Grab in exchange for SGD 31 million of cash consideration and recognized a loss on disposal of SGD 9 million.
−Removed: In January 2019, we transferred the remaining vehicles under the Grab Vehicle Purchase Agreement to Grab in exchange for SGD 39 million of cash consideration.
−Removed: We and Grab executed a Transition Service Agreement (“TSA”) which required us to provide transaction and integration services to Grab for a period of up to six months subsequent to the closing of the divestiture.
−Removed: In addition, we entered into a TSA with MLU B.V.
−Removed: to provide certain transition services subsequent to the closing of the transaction.
−Removed: Transactions related to the TSAs did not have material impacts on our financial position, results of operations, or liquidity.
Divestiture of LCR to Waydrive
−Removed: During 2018, we started exploring strategic options for the sale of LCR and concluded that LCR met all of the held for sale criteria as of December 31, 2018.
−Removed: During the year ended December 31, 2018, we recognized an impairment loss in general and administrative expenses of $ 197 million in the consolidated statements of operations to adjust the fair value of the assets and liabilities, primarily as a result of the passage of time and the reduction in fair value of vehicles held for sale.
−Removed: In January 2019, an agreement was executed with Waydrive Holdings Pte.
−Removed: (“Waydrive”) to purchase the LCR business, specifically 100 % of the equity interests of LCR and its subsidiary LCRF Pte.
+Added: In January 2019, an agreement was executed with Waydrive to purchase the LCR business, specifically 100 % of the equity interests of LCR and its subsidiary LCRF Pte.
Fair value of consideration received included $ 310 million of cash for the assets and liabilities of LCR and LC RF and up to $ 33 million of contingent consideration receivable for certain VAT receivables and receivables from certain commercial counterparties.
6 unchanged sentences
The estimated fair value of the consideration received included the investment valued at $ 171 million and the $ 35 million of reimbursement of goods and services tax receivable from Zomato.
−Removed: As of December 31, 2020, we collected $ 17 million of the receivable.
+Added: As of December 31, 2021, we had collected substantially all of the receivable.
The fair value of the CCPS Preferred Shares was based primarily on the observed transaction price for a similar security issued to new investors in close proximity to the time of our transaction with Zomato.
16 unchanged sentences
The 2020 Lime Investments are accounted for under the fair value option.
−Removed: Refer to Note 3
−Removed: - Investments and Fair Value Measurement for additional information.
+Added: Refer to Note 3 - Investments and Fair Value Measurement for additional information.
Lime was assessed under the VIE model and considered an unconsolidated VIE.
−Removed: Refer to Note 16 - Variable Interest Entities ("VIEs") for additional information.
+Added: Refer to Note 16 – Variable Interest Entities for additional information.
The JUMP Divestiture did not represent a strategic shift that would cause a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial reporting purposes.
The resulting loss on disposal was not material to us and was recorded in other income (expense), net, in the consolidated statements of operations during the second quarter of 2020.
+Added: Divestiture of ATG Business to Aurora
+Added: On January 19, 2021, we completed the previously announced sale of our ATG Business, a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora.
+Added: As a result, our controlling interest and the non-controlling interests in the ATG Business were settled, and ownership of the ATG Business transferred to Aurora.
+Added: As consideration for the sale, Aurora issued Series U-1 preferred shares to the third party investors of the ATG Business to settle their ATG Series A Stated Liquidation Preference of $ 1.1 billion, which had previously been recorded as redeemable and non-redeemable non-controlling interests on our consolidated balance sheet prior to this transaction.
+Added: We received the residual consideration from the sale as the only common unit holder of the ATG Business in the form of Aurora common shares valued at $ 1.3 billion, representing 22 % of fully-diluted ( 25 % undiluted) ownership interest of Aurora.
+Added: Concurrently, we invested $ 400 million in Aurora in exchange for Aurora Series U-2 convertible preferred shares, representing 4 % of fully-diluted ( 5 % undiluted) ownership interest of Aurora.
+Added: Refer to Note 3 – Investments and Fair Value Measurement for additional information.
+Added: We do not consolidate Aurora under either the VIE or the voting interest model.
+Added: For further information, refer to Note 16 – Variable Interest Entities.
+Added: We entered into a commercial agreement with Aurora pursuant to which the parties will collaborate with best efforts to launch and commercialize self-driving vehicles on our ridesharing network.
+Added: We also allowed unvested RSUs for Uber stock held by
+Added: employees of the ATG Business that transferred to Aurora to continue to vest over the next 12 months contingent upon the employee remaining at Aurora.
+Added: As a result, we recognized liabilities of $ 315 million as consideration for these future obligations to Aurora.
+Added: The sale of the ATG Business did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation.
+Added: The resulting gain on disposal was recorded in other income (expense), net in the consolidated statements of operations.
+Added: The following table presents the gain on sale of the ATG Business (in millions):
+Added: Year Ended December 31, 2021
+Added: Fair value of common shares received $ 1,277
+Added: Derecognition of ATG Business' non-controlling interests 1,057
+Added: Liability recognized for future obligations ( 315 )
+Added: Net consideration received for sale of the ATG Business 2,019
+Added: Carrying value of net assets transferred ( 375 )
+Added: Gain on the sale of the ATG Business $ 1,644
Note 20 – Restructuring and Related Charges
1 unchanged sentence
We also exited the JUMP business and incurred costs related to site closures, asset impairments and write-offs.
−Removed: Restructuring activities during the years ended December 31, 2018 and 2019 were no t material.
The following table presents the total restructuring and related charges associated with our segments as well as corporate charges (in millions):
1 unchanged sentence
Mobility $ 67
−Removed: ATG and Other Technology Programs 59
All Other (1)
9 unchanged sentences
General and administrative 84
−Removed: The following table provides the components of and changes in our restructuring and related charges accrual during the year ended December 31, 2020 (in millions):
+Added: The following table provides the components of and changes in our restructuring and related charges accrual during the years ended December 31, 2020 and 2021 (in millions):
Severance and Other Termination Benefits Site Closure Costs Other Total
5 unchanged sentences
Balance as of December 31, 2020 2 — 1 3
+Added: Cash payments ( 2 ) — — ( 2 )
+Added: Balance as of December 31, 2021 $ — $ — $ 1 $ 1
(1) Site closure costs primarily includes $ 50 million related to the impairment of operating lease right-of-use assets and $ 38 million for write-offs of leasehold improvements.
−Removed: (2) Total restructuring and related charges included $ 248 million of cash settled charges, primarily for severance and other termination benefits and were substantially paid as December 31, 2020.
−Removed: The remaining costs related to these restructuring activities are expected to be immaterial.
−Removed: Note 21 - Subsequent Events
−Removed: 2016 and 2018 Senior Secured Term Loan Refinancing
−Removed: On February 25, 2021, we entered into a refinancing transaction under which we borrowed $ 2.6 billion pursuant to an amendment to the 2016 Senior Secured Term Loan agreement, the proceeds of which were used to repay in full all previously outstanding loans under the 2016 Senior Secured Term Loan agreement and the 2018 Senior Secured Term Loan agreement.
−Removed: The $ 2.6 billion is comprised of (i) a $ 1.1 billion tranche with a maturity date of February 25, 2027, and (ii) a $ 1.5 billion tranche with a maturity date of April 4, 2025 (together the “Refinanced 2016 Senior Secured Term Loans”).
−Removed: The interest rate for the Refinanced 2016 Senior Secured Term Loans is LIBOR plus 3.50 % per annum, subject to a floor of 0.00 % .
−Removed: Equity and Term Loan Investment in Moove
−Removed: On February 12, 2021, we entered into and completed a series of agreements with Garment Investments S.L.
−Removed: dba Moove (“Moove”) including (i) an equity investment in which Uber acquired a 30 % minority interest in Moove from its current shareholders for approximately $ 5 million at closing and up to $ 185 million contingent on future performance of Moove and certain other conditions through the eight h anniversary of the agreement, (ii) a term loan of up to approximately $ 230 million to Moove, and (iii) a commercial partnership agreement.
−Removed: Moove is a vehicle fleet operator in Spain.
−Removed: Pending Acquisition of Drizly
−Removed: On February 2, 2021, we entered into a definitive agreement to acquire 100 % ownership interest in The Drizly Group, Inc.
−Removed: (“Drizly”), which operates an on-demand alcohol marketplace in North America.
−Removed: The aggregate consideration to be paid by us is estimated to be approximately $ 1.1 billion, subject to certain adjustments set forth in the definitive agreement payable in a combination of cash and shares of our stock based on a fixed price of approximately $ 53.16 per share.
−Removed: The transaction is subject to regulatory approval and other customary closing conditions, and is expected to close in the first half of 2021.
−Removed: Didi Shares Sale
−Removed: In January 2021, we completed the sale of approximately $ 207 million of our Didi shares.
−Removed: We have entered into an agreement to sell approximately $ 293 million additional Didi shares on the same terms, the closing of which remains subject to certain closing conditions, and is expected to close in the first half of 2021.
−Removed: The aggregate shares sold in these transactions represent approximately 8 % of our Didi shares as of December 31, 2020.
−Removed: Sale of ATG Business
−Removed: On January 19, 2021, we completed the previously announced sale of Apparate, our subsidiary focused on the development and commercialization of autonomous vehicles technologies, to Aurora.
−Removed: In addition, at closing of the transaction, we made a $ 400 million cash investment in Aurora and entered into a collaboration agreement with Aurora pursuant to which the parties will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing network.
−Removed: After the sale, we hold an approximately 26 % and 29 % ownership interest in Aurora on a fully diluted and undiluted basis, respectively, made up of a combination of common and preferred stock.
−Removed: We are currently assessing the accounting impact of this transaction on our consolidated financial statements.
−Removed: In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction.
−Removed: On January 11, 2021, we completed the transaction and acquired a 55 % ownership interest in CS-Mexico by exercising our call option through the CS-Mexico Put/Call agreement, and paid the exercise price of $ 105 million.
−Removed: We are currently evaluating the assignment of fair values to the assets acquired and liabilities assumed but it is not practical to disclose the preliminary purchase price allocation given the short period of time between the acquisition date and the issuance of these consolidated financial statements.
+Added: (2) Total restructuring and related charges included $ 248 million of cash settled charges, primarily for severance and other termination benefits and were substantially paid as of December 31, 2020.
Schedule II - Valuation and Qualifying Accounts
1 unchanged sentence
Period Additions (1), (2)
−Removed: Deductions Balance at
+Added: Deductions (2)
Year Ended December 31, 2019
4 unchanged sentences
Allowance for doubtful accounts $ 34 $ 178 $ ( 157 ) $ 55
−Removed: Deferred tax asset valuation allowance $ 1,294 $ 8,616 $ ( 55 ) $ 9,855
+Added: Deferred tax assets valuation allowance $ 9,855 $ 3,655 $ ( 100 ) $ 13,410
Insurance reserves $ 3,418 $ 950 $ ( 902 ) $ 3,466
4 unchanged sentences
(1) Additions to insurance reserves include $ 9 million, $ 35 million and $ 69 million for the years ended December 31, 2019, 2020 and 2021 respectively, for changes in estimates resulting from new developments in prior period claims.
+Added: Additions to insurance reserves also include $ 374 million for the year ended December 31, 2021 for reserves assumed in connection with a loss portfolio transfer reinsurance agreement.
+Added: For additional information on the loss portfolio transfer reinsurance agreement, see Note 1 – Description of Business and Summary of Significant Accounting Policies.
(2) For the year ended December 31, 2019, the increase in the valuation allowance was primarily attributable to a step-up in the tax basis of intellectual property rights, an increase in U.S.
−Removed: federal, state and Netherlands deferred tax assets resulting from loss from operations, and tax credits generated during the year.
+Added: federal, state and Netherlands deferred tax assets resulting from the loss from operations, and tax credits generated during the year.
For the year ended December 31, 2020, the increase in the valuation allowance was primarily attributable to an increase in tax rate in Netherlands, an increase in U.S.
−Removed: federal, state and Netherlands deferred tax assets resulting from loss from operations, and tax credits generated during the year.
+Added: federal, state and Netherlands deferred tax assets resulting from the loss from operations, and tax credits generated during the year.
+Added: For the year ended December 31, 2021, the increase in the valuation allowance was primarily attributable to a tax rate increase in the Netherlands, an increase in U.S.
+Added: federal, state and Netherlands deferred tax assets resulting from the loss from operations, and tax credits generated during the year, offset partially by the release of the valuation allowance due to deferred tax liabilities recorded as a result of the acquisitions providing an additional source of taxable income to support the realizability of pre-existing deferred tax assets.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.