What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-21 compared with 2022-02-24 · 482 added, 634 removed, 2044 unchanged (35% of the section changed)

19 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

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.

Change in Accounting Principle

As discussed in Note 8 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.

Basis for Opinions

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded The Drizly Group, Inc.

(“Drizly”) and Tupelo Parent, Inc.

(“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.

We have also excluded Drizly and Transplace from our audit of internal control over financial reporting.

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

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(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Presentation of Mobility and Delivery Revenue Agreements, Including Incentives, Discounts and Promotions to Drivers, Merchants and End-Users

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.

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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.

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.

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.

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.

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.

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

11 unchanged sentences

Prepaid expenses and other current assets 1,454 1,479

Assets held for sale 517 —

Total current assets 8,819 9,249

Restricted cash and cash equivalents 2,879 1,789

Collateral held by insurer 860 —

Investments (including amortized cost of debt securities of $ 2,281 and $ — )

Restricted investments — 1,614

Investments 11,806 4,401

Equity method investments 800 870

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Accrued and other current liabilities 6,537 6,232

Liabilities held for sale 100 —

Total current liabilities 9,024 8,853

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Other income (expense), net ( 1,625 ) 3,292 ( 7,029 )

Loss before income taxes and loss from equity method investments ( 8,433 ) ( 6,946 ) ( 1,025 )

Loss before income taxes and income (loss) from equity method investments ( 6,946 ) ( 1,025 ) ( 9,426 )

Provision for (benefit from) income taxes ( 192 ) ( 492 ) ( 181 )

Loss from equity method investments ( 34 ) ( 34 ) ( 37 )

Income (loss) from equity method investments ( 34 ) ( 37 ) 107

Net loss including non-controlling interests ( 6,788 ) ( 570 ) ( 9,138 )

net loss attributable to non-controlling interests, net of tax ( 6 ) ( 20 ) ( 74 )

net income (loss) attributable to non-controlling interests, net of tax ( 20 ) ( 74 ) 3

Net loss attributable to Uber Technologies, Inc.

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Change in foreign currency translation adjustment ( 350 ) 57 81

Change in unrealized gain (loss) on investments in available-for-sale securities 4 2 ( 46 )

Change in unrealized gain (loss) on investments in available-for-sale debt securities 2 ( 46 ) —

Other comprehensive income (loss), net of tax ( 348 ) 11 81

Comprehensive loss including non-controlling interests ( 7,136 ) ( 559 ) ( 9,057 )

comprehensive loss attributable to non-controlling interests ( 6 ) ( 20 ) ( 74 )

comprehensive income (loss) attributable to non-controlling interests ( 20 ) ( 74 ) 3

Comprehensive loss attributable to Uber Technologies, Inc.

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

Redeemable Non-Controlling Interest Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity

Shares Amount Shares Amount

Balance as of December 31, 2018 $ — 903,607 $ 14,177 457,189 $ — $ 668 $ ( 188 ) $ ( 7,865 ) $ — $ ( 7,385 )

Cumulative effect of adoption of new accounting standard (ASC 842) — — — — — — — 9 — 9

Vesting and exercise of warrants — 923 45 — — — — — — —

Lapsing of repurchase option related to Series E redeemable convertible preferred stock issued to a non-employee service provider — — 2 — — 10 — — — 10

Conversion of warrant to common stock in connection with initial public offering — — — 150 — 7 — — — 7

Conversion of convertible notes to common stock in connection with initial public offering — — — 93,978 — 4,229 — — — 4,229

Repurchase of outstanding shares — — — ( 1 ) — — — — — —

Exercise of stock options — — — 6,924 — 21 — — — 21

Exercise of put option on common stock held by Yandex — — — ( 1,528 ) — ( 47 ) — — — ( 47 )

Repurchase of unvested early-exercised stock options — — — ( 32 ) — — — — — —

Stock-based compensation — — — — — 4,634 — — — 4,634

Issuance of common stock under the Employee Stock Purchase Plan — — — 2,076 — 49 — — — 49

Issuance of common stock in connection with initial public offering, net of offering costs — — — 180,000 — 7,973 — — — 7,973

Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering — ( 904,530 ) ( 14,224 ) 904,530 — 14,224 — — — 14,224

Issuance of common stock in private placement — — — 11,111 — 500 — — — 500

Issuance of common stock for settlement of RSUs — — — 98,328 — — — — — —

Shares withheld related to net share settlement — — — ( 36,249 ) — ( 1,573 ) — — — ( 1,573 )

Reclassification of share-based award liability to additional paid-in capital — — — — — 21 — — — 21

Repayment of employee loans collateralized by outstanding common stock — — — — — 14 — — — 14

Issuance of common stock as consideration for investment and acquisition — — — 205 — 9 — — — 9

Issuance of non-controlling interests 333 — — — — — — — 667 667

Unrealized gain on investments in available-for-sale securities, net of tax — — — — — — 4 — — 4

Foreign currency translation adjustment — — — — — — ( 3 ) — — ( 3 )

Net loss ( 22 ) — — — — — — ( 8,506 ) 15 ( 8,491 )

Balance as of December 31, 2019 $ 311 — $ — 1,716,681 $ — $ 30,739 $ ( 187 ) $ ( 16,362 ) $ 682 $ 14,872

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

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity

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Issuance of Freight subsidiary preferred stock, net of costs to issue 247 — — — — — — —

Unrealized gain on investments in available-for-sale securities, net of tax — — — — 2 — — 2

Unrealized gain on investments in available-for-sale debt securities, net of tax — — — — 2 — — 2

Foreign currency translation adjustment — — — — ( 350 ) — — ( 350 )

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Shares withheld related to net share settlement — ( 527 ) — ( 28 ) — — — ( 28 )

Unrealized loss on investments in available-for-sale securities, net of tax — — — — ( 46 ) — — ( 46 )

Unrealized loss on investments in available-for-sale debt securities, net of tax — — — — ( 46 ) — — ( 46 )

Foreign currency translation adjustment — — — — 57 — — 57

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UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

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

Redeemable Non-Controlling Interest Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity

Shares Amount

Balance as of December 31, 2021 $ 204 1,949,316 $ — $ 38,608 $ ( 524 ) $ ( 23,626 ) $ 687 $ 15,145

Exercise of stock options — 4,151 — 19 — — — 19

Stock-based compensation — — — 1,843 — — — 1,843

Issuance of common stock for settlement of RSUs — 47,828 — — — — — —

Issuance of common stock under the Employee Stock Purchase Plan — 4,599 — 92 — — — 92

Shares withheld related to net share settlement — ( 540 ) — ( 17 ) — — — ( 17 )

Issuance of common stock for settlement of contingent consideration liability — 132 — 5 — — — 5

Foreign currency translation adjustment ( 3 ) — — — 81 — — 81

Recognition of non-controlling interest upon capital investment 18 — — — — — — —

Recognition of non-controlling interest upon issuance of subsidiary stock — — — — — — 5 5

Issuance of Freight subsidiary preferred stock 250 — — — — — — —

Net income (loss) ( 39 ) — — — — ( 9,141 ) 42 ( 9,099 )

Balance as of December 31, 2022 $ 430 2,005,486 $ — $ 40,550 $ ( 443 ) $ ( 32,767 ) $ 734 $ 8,074

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

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Net loss including non-controlling interests $ ( 6,788 ) $ ( 570 ) $ ( 9,138 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 575 902 947

1 unchanged sentence

Stock-based compensation 827 1,168 1,793

Gain on extinguishment of convertible notes and settlement of derivatives ( 444 ) — —

Gain from sale of investments — ( 413 ) —

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Impairments of goodwill, long-lived assets and other assets 404 116 28

Loss from equity method investments 34 34 37

Impairment of equity method investment — — 182

Loss (income) from equity method investments, net 34 37 ( 107 )

Unrealized (gain) loss on debt and equity securities, net 125 ( 1,142 ) 7,045

Revaluation of MLU B.V.

call option — — ( 191 )

Unrealized foreign currency transactions 48 38 96

Other 2 4 ( 7 )

Change in assets and liabilities, net of impact of business acquisitions and disposals:

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Operating lease liabilities ( 131 ) ( 184 ) ( 215 )

Net cash used in operating activities ( 4,321 ) ( 2,745 ) ( 445 )

Net cash provided by (used in) operating activities ( 2,745 ) ( 445 ) 642

Cash flows from investing activities

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Purchases of marketable securities ( 2,101 ) ( 1,113 ) ( 1,708 )

Proceeds from maturities and sales of marketable securities 2 1,360 2,291

Proceeds from sale of non-marketable equity securities — 500 —

Proceeds from sale of equity method investments — — 1,000

Proceeds from business disposal, net of cash divested 293 — —

Proceeds from maturities and sales of marketable securities 1,360 2,291 376

Proceeds from sale of equity method investments and grant of related call option — 1,000 —

Proceeds from business divestiture, net of cash divested — — 26

Acquisition of businesses, net of cash acquired ( 1,471 ) ( 2,314 ) ( 59 )

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Cash flows from financing activities

Proceeds from issuance of common stock upon initial public offering, net of offering costs 7,973 — —

Taxes paid related to net share settlement of equity awards ( 1,573 ) ( 17 ) ( 27 )

Proceeds from issuance of common stock related to private placement 500 — —

Proceeds from issuance and sale of subsidiary stock units 247 675 255

Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 125 107 92

Issuance of term loan and notes, net of issuance costs 2,628 1,484 —

UBER TECHNOLOGIES, INC.

3 unchanged sentences

2020 2021 2022

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

Issuance of term loan and notes, net of issuance costs 1,189 2,628 1,484

Principal repayment on term loan and notes ( 527 ) ( 27 ) —

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Non-cash investing and financing activities:

Conversion of redeemable convertible preferred stock to common stock upon initial public offering 14,224 — —

Conversion of convertible notes to common stock upon initial public offering 4,229 — —

Conversion of convertible notes to common stock related to Careem — — 232

Finance lease obligations 196 184 349

Right-of-use assets obtained in exchange for lease obligations 202 273 329

Common stock issued in connection with acquisitions 3,898 1,868 —

1 unchanged sentence

Issuance of Careem Notes including the holdback amount 1,634 — —

Conversion of convertible notes to common stock related to Careem — 232 —

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

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Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry.

Uber is also developing technologies that will provide new solutions to solve everyday problems.

Uber is also developing technologies designed to provide new solutions to solve everyday problems.

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

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These estimates are inherently subject to judgment and actual results could differ from those estimates.

We considered the impacts of the COVID-19 pandemic on the assumptions and inputs (including market data) supporting certain of these estimates, assumptions and judgments, in particular, our impairment assessment related to the determination of the fair values of certain investments and equity method investments as well as goodwill and the recoverability of long-lived assets.

The level of uncertainties and volatility in the global financial markets and economies resulting from the pandemic as well as the uncertainties related to the impact of the pandemic on us and our investees' operations and financial performance means that these estimates may change in future periods, as new events occur and additional information is obtained.

We considered the impacts of the COVID-19 pandemic on the assumptions and inputs (including market data) supporting certain of these estimates, assumptions and judgments.

The level of uncertainties and volatility related to the impacts of the COVID-19 pandemic means that these estimates may change in future periods, as new events occur and additional information is obtained.

Concentration of Credit Risk

Cash and cash equivalents, short-term investments, restricted cash and cash equivalents, other receivables, and accounts receivable are potentially subject to credit risk concentration.

Cash and cash equivalents, short-term investments, restricted cash and cash equivalents, restricted investments, other receivables, and accounts receivable are potentially subject to credit risk concentration.

Cash, cash equivalents, and available-for-sale securities primarily consist of money market funds, cash deposits, U.S.

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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.

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.

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.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.

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Cash and Cash Equivalents

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.

Cash and cash equivalents consist of cash held in checking and savings accounts as well as investments in money market funds, U.S.

government and agency securities, commercial paper, corporate bonds, and time deposits.

We consider all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents.

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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.

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 .

Accordingly, the amount withdrawn is presented as collateral held by insurer on the consolidated balance sheet 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 .

Accordingly, the amount withdrawn was presented as collateral held by insurer on the consolidated balance sheet.

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.

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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.

During the third quarter of 2021, we recognized a $ 103 million charge in our consolidated statement of operations consisting of the difference between

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.

During the third quarter of 2021, we recognized a $ 103 million charge in our consolidated statement of operations consisting of the difference between 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

Accounts receivable represents uncollected payments from end-users for completed transactions where (i) the payment method is credit card and includes (a) end-user payments not yet settled with payment service providers, and (b) end-user payments settled by payment service providers but not yet remitted to us, or (ii) completed shipments where we invoice Freight customers (“Shippers”) and payment has not been received.

Accounts receivable represents uncollected payments from end-users for completed transactions where (i) the payment method is credit card and includes (a) end-user payments not yet settled with payment service providers, and (b) end-user payments settled by payment service providers but not yet remitted to us, (ii) completed shipments where we have an unconditional right to the consideration from Freight customers (“Shippers”) and payment has not been received or (iii) uncollected payments from Uber for Business organizations for completed transactions.

The timing of settlement of amounts due from these parties varies by region and by product.

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We record an allowance for doubtful accounts for accounts receivable that may never settle or be collected, as well as for credit card chargebacks including fraudulent credit card transactions.

We consider the allowance for doubtful accounts for fare amounts to be direct and incremental costs to revenue earned and, therefore, the costs are included as cost of revenue in the consolidated statements of operations.

We consider the allowance for doubtful accounts for fare amounts to be direct and incremental costs to revenue earned and, therefore, the costs are primarily included as cost of revenue in the consolidated statements of operations.

We estimate the allowance based on historical experience, estimated future payments and geographical trends, which are reviewed periodically and as needed, and amounts are written off when determined to be uncollectible.

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Furniture and fixtures 3 - 5 years

Dockless e-bikes 3 years

Internal-use software 2 years

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In addition, we capitalize interest incurred on outstanding debt during the period of construction-in-progress of certain assets.

Leased vehicle assets are stated at cost, net of accumulated depreciation.

The vast majority of our leased vehicle assets were reclassified to assets held for sale as of December 31, 2018.

In January 2019, an agreement was executed with Waydrive Holdings Pte.

(“Waydrive”) to purchase the Lion City Rentals Pte.

(“LCR”), a wholly-owned vehicle solutions subsidiary of ours based in Singapore.

Refer to Note 19 – Divestitures for further information.

When leased vehicles are retired or otherwise disposed of, the cost and accumulated depreciation are removed and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized.

Maintenance and repair expenditures are charged to operating expenses as incurred.

We adopted Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) on January 1, 2019, using the modified retrospective transition method and used the effective date as the date of initial application.

We account for leases in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”).

We elected the “package of practical expedients,” which permits us not to reassess under ASC 842 our prior conclusions about lease identification, lease classification and initial direct costs.

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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.

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.

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.

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.

As of December 31, 2021 and 2022, less than 14 % of our operating lease ROU assets related to leased assets 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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Intangible Assets, Net

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to 18 years.

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from two to 18 years.

We review definite-lived intangible assets for impairment under the long-lived asset model described in the Evaluation of Long-Lived Assets for Impairment section.

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If an impairment exists, a loss is recognized in the consolidated statements of operations for the amount by which the carrying value exceeds the fair value of the investment.

We include investments in equity securities within investments on the consolidated balance sheets.

We include investments in equity

securities within investments on the consolidated balance sheets.

Debt Securities

1 unchanged sentence

Investments in debt securities are classified as available-for-sale and are initially recorded at fair value.

Investments in marketable debt securities include commercial paper, U.S.

government and agency securities and corporate bonds.

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.

Investments in marketable debt securities may include U.S.

government and agency securities, commercial paper, corporate bonds, and time deposits.

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.

1 unchanged sentence

As of December 31, 2022, 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.

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

We account for credit losses on available-for-sale debt securities in accordance with ASC 326, Financial Instruments - Credit Losses (“ASC 326”).

We adopted ASC 326 on January 1, 2020, on a modified retrospective basis.

Under ASC 326, at each reporting period, we evaluate our available-for-sale debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment).

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Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss.

Restricted Investments

As of December 31, 2022, restricted investments on the consolidated balance sheet are comprised of marketable debt securities that may include U.S.

government and agency securities, commercial paper, corporate bonds, and time deposits, which are held in trust accounts at third-party financial institutions pursuant to certain contracts with insurance providers.

Restricted investments are classified as non-current assets as these investments are unavailable for use in short-term operations due to legal and/or contractual restrictions.

Equity Method Investments

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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.

We recognize in the

consolidated statements of operations and as an adjustment to the investment balance, any required impairment loss.

We recognize in the 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.

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.

Our primary financial instruments include receivables, investments in debt and equity securities, accounts payable, accrued liabilities, long-term debt and warrants.

The estimated fair value of marketable debt securities, accounts receivable, accounts payable and accrued liabilities approximates their carrying value due to the short-term maturities of these instruments.

Refer to Note 3 – Investments and Fair Value Measurement and Note 8 – Long-Term Debt and Revolving Credit Arrangements for further information.

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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.

We charge a direct fee for use of the platform and in exchange for Mobility and Delivery services.

Additionally, we derive revenue from customers' use of Freight services.

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The Uber Service activities are performed to satisfy our sole performance obligation in the transaction, which is to connect Drivers and Merchants with end-users to facilitate the completion of a successful transaction.

In 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.

We have determined that in these transactions, Merchants and end-users are our customers and revenue from these contracts shall be recognized separately for each under ASC 606.

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.

We recognized revenue from end-users of $ 91 million, $ 710 million, and $ 1.3 billion for the years ended December 31, 2020, 2021 and 2022, respectively, associated with these Delivery transactions.

We recognized cost of revenue, exclusive of depreciation and amortization of $ 439 million, $ 2.4 billion, and $ 3.8 billion for the years ended December 31, 2020, 2021 and 2022, respectively, associated with these Delivery transactions.

In 2020, we began charging Mobility end-users a fee to use the platform in certain markets.

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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.

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.

We have determined that in these transactions, Merchants and end-users are our customers and revenue from these contracts shall be recognized separately for each under ASC 606.

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.

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.

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.

As a result, this class of end-users are not our customers.

In 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of Mobility services to end-users in those markets.

We have determined that in these transactions, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user.

We recognize revenue when a trip is complete.

In these markets where we are responsible for Mobility services, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for Mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

In all markets aside from the above three scenarios, end-users are not our customers as end-users access the platform for free and we have no performance obligation to end-users.

Principal vs.

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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.

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.

In certain markets, we promise Mobility or Delivery services to end-users for a fee and separately subcontract with Drivers to provide the Mobility or Delivery services.

In these markets, we are the principal for the services and present the respective Mobility and Delivery revenue on a gross basis because we are primarily responsible for the services.

We derive our Mobility revenue primarily from service fees paid by Drivers for use of the platform and related service to connect with Riders and successfully complete a trip via the Platform.

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As such, uncollected service fees for cash trips are not recognized in the consolidated financial statements until collected from Drivers.

Mobility revenue also includes immaterial revenue streams such as our financial partnerships products and Vehicle Solutions.

Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.

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.

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We derive our Freight revenue from freight transportation services provided to Shippers.

With the acquisition of Tupelo Parent, Inc.

(“Transplace”) during the fourth quarter of 2021, our Freight revenue also includes revenue from transportation management.

Refer to Note 18 – Business Combinations for further information on the Transplace acquisition.

Brokerage revenue represents the gross amount of fees charged to Shippers for our services because we control the service provided to customers.

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Judgment is required in determining whether we are the principal or agent in transactions with Shippers.

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.

We also have pricing discretion and negotiate separately the price(s) charged to Shippers and amounts paid to carriers.

For contracts where we control the service before it is transferred to the Shipper, we are primarily responsible for identifying and directing independent freight carriers to transport the Shipper’s goods, including having discretion in selecting a qualified independent freight carrier that meets the Shipper’s specifications.

We also have pricing discretion for the price(s) charged to Shippers and amounts paid to Carriers.

Accordingly, we are the principal in these transactions.

In certain arrangements, we do not control the service provided to customers and recognize the related revenue on a net basis.

In certain arrangements, we do not control the service provided to customers as we do not have latitude in carrier selection and establishing rates with the Carrier.

Revenue is recognized on a net basis for these transactions.

Contracts where we do not control the service before it is transferred to the Shipper are not material for the years ended December 31, 2020, 2021 and 2022.

All Other Revenue

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.

New Mobility refers to offerings and products that provided users access to rides through a variety of modes, including dockless e-bikes and e-scooters (“New Mobility”).

Users contracted with us via a rental agreement at the inception of each trip.

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.

After the JUMP Divestiture during the second quarter of 2020, revenue from New Mobility products, including dockless e-bikes, was no longer material.

Refer to Note 19 – Divestitures for further information on the JUMP Divestiture.

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.

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.

Refer to Note 17 – Non-Controlling Interests for further information.

All other revenue includes revenue from immaterial sources such as New Mobility products and Advanced Technologies Group’s (“ATG”) collaboration revenue.

Advertising Revenue

We derive the majority of our advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising on our platform.

Advertising revenue is recognized when an end-user engages with the sponsored listing based on the number of clicks.

Revenue is presented on a gross basis in the amount billed to merchants and brands as we control the advertisement before it is transferred to the end-user.

Incentives to Customers

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In these transactions, the resulting shortfall amount is recorded as a reduction of revenue.

Advertising Revenue

We derive the majority of our advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising on our platform.

Advertising revenue is recognized when an end-user engages with the sponsored listing based on the number of clicks.

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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Accordingly, we record the cost of these promotions as a reduction of revenue at the time the transaction is completed.

We record refunds to end-users that we recover from Drivers and Merchants as a reduction of revenue.

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.

Refunds and Credits

Refunds and credits to end-users due to end-user dissatisfaction with the Platform are recorded as marketing expenses or as a reduction of revenue depending on whether the end-user is considered a customer based on the market.

Refunds to end-users that we recover from Drivers and Merchants are recorded as a reduction of revenue.

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.

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We have granted restricted common stock awards (“RSA(s)”), RSUs, stock appreciation rights (“SAR(s)”), stock options, and warrants that vest upon the satisfaction of both service-based and performance-based conditions.

The service-based condition for these awards generally is satisfied over four years .

The service-based condition for these awards generally is satisfied over three or four years .

The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics, and/or the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an initial public offering (“IPO”).

We record stock-based compensation expense for performance-based equity awards such as RSAs, RSUs, SARs, and stock options on an accelerated attribution method over the requisite service period, which is generally four years , and only if performance-based conditions are considered probable to be satisfied.

Prior to our IPO in May 2019, we had not recognized stock-based compensation expense for awards with performance-based conditions which include a qualifying event because the qualifying event described above had not yet occurred and was not considered probable.

Upon the IPO, we recorded a cumulative one-time stock-based compensation expense of $ 3.6 billion, determined using the grant-date fair values.

Stock-based compensation related to remaining service-based awards after the IPO is recorded over the remaining requisite service period.

Refer to Note 11 – Stockholders' Equity for further information on our IPO.

We record stock-based compensation expense for performance-based equity awards such as RSAs, RSUs, SARs, and stock options on an accelerated attribution method over the requisite service period, which is generally three or four years , and only if performance-based conditions are considered probable to be satisfied.

For performance-based awards and RSUs, we determine the grant-date fair value to be the fair value of our common stock on the grant date.

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We have granted RSUs and stock options that vest only upon the satisfaction of all the following conditions:

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 .

service-based conditions, performance-based conditions, and/or market-based conditions.

The service-based condition for these awards generally is satisfied over three or four years .

The performance-based conditions generally are satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards.

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We estimate the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model.

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.

In 2020 and 2021, we determine volatility over an expected term of six months and twelve months based on our historical volatility.

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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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.

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.

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.

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”).

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Set forth below is a brief description of the components of our expenses:

• 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 .

• 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 with Carriers for Uber Freight transportation services, amounts related to fare chargebacks and other credit card losses as well as costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for mobility or delivery services and pay Drivers and Couriers for services .

• 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 consider restricted common stock and any shares issued upon early exercise of stock options, subject to repurchase, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on common stock.

Prior to conversion to common stock upon our IPO, the holders of the redeemable convertible preferred stock would have been entitled to dividends in preference to common shareholders, at specified rates, if declared.

Then any remaining earnings would be distributed to the holders of common stock, restricted common stock, common stock issued upon early exercise of stock options, and the holders of the redeemable convertible preferred stock on a pro-rata basis assuming conversion of all redeemable convertible preferred stock into common stock.

These participating securities did not contractually require the holders of such shares to participate in our losses.

Insurance Reserves

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Recently Adopted Accounting Pronouncements

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.

We adopted the new standard on January 1, 2021 on a prospective basis.

The adoption of the new standard did not have a material impact on our consolidated financial statements.

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):

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.

We early adopted the new standard on January 1, 2021 on a modified retrospective basis.

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.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832):

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.

The standard is effective for public companies for fiscal years beginning after December 15, 2021.

Early adoption is permitted.

We adopted the ASU prospectively on January 1, 2022.

The additional required annual disclosures did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

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Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832):

We will adopt this accounting standard update on January 1, 2023 and will apply the guidance prospectively for future acquisitions.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions.

The standard is effective for public companies for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.

In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program.

The amendments do not affect the recognition, measurement

or financial statement presentation of obligations covered by supplier finance programs.

The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

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Revenue by geographical region is based on where the transaction occurred.

This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Revenue is presented in the following tables for the years ended December 31, 2019, 2020 and 2021, respectively (in millions):

This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in millions):

Year Ended December 31,

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2020 2021 2022

United States and Canada $ 8,465 $ 6,611 $ 10,094

United States and Canada ("US&CAN") $ 6,611 $ 10,094 $ 19,474

Latin America ("LatAm") 1,295 1,417 1,978

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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.

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.

Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.

Additionally, in certain markets where we are responsible for Mobility services, fees charged to end-users are also included in revenue, while payments to Drivers in exchange for Mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

Delivery Revenue

We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions.

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.

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, exclusive of depreciation and amortization.

Delivery also includes advertising revenue from sponsored listing fees paid by Merchants and brands in exchange for advertising services.

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Freight revenue consists of revenue from freight transportation services provided to shippers.

During the fourth quarter of 2021, we completed the acquisition of Transplace, and our Freight revenue also includes revenue from transportation management.

During the fourth quarter of 2021, we completed the acquisition of Transplace, and as a result, our Freight revenue now also includes revenue from transportation management.

Refer to Note 17 – Business Combinations for further information on the Transplace acquisition.

All Other Revenue

All Other revenue primarily includes collaboration revenue related to our ATG business and revenue from our New Mobility offerings and products.

ATG collaboration revenue was related to a three-year joint collaboration agreement we entered into in 2019.

Prior to 2022, All Other revenue primarily includes collaboration revenue related to our ATG business and revenue from our New Mobility offerings and products.

ATG collaboration revenue was within the scope of ASC 808, Collaborative Arrangements, and related to a three-year joint

collaboration agreement we entered into in 2019.

During the first quarter of 2021, we completed the sale of Apparate USA LLC (“Apparate” or the “ATG Business”) to Aurora Innovation, Inc.

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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.

New Mobility revenue was 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.

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As of December 31, 2022, we had $ 133 million of contract liabilities included in accrued and other current liabilities as well as other long-term liabilities on the consolidated balance sheet.

Revenue recognized from these contract liabilities during 2019, 2020 and 2021 was not material.

Revenue recognized from these contracts during 2020, 2021 and 2022 was not material.

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):

Equal To 12 Months Greater Than

12 Months Total

Less Than or Equal To 12 Months Greater Than 12 Months Total

As of December 31, 2022 $ 25 $ 106 $ 131

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Marketable debt securities (1) :

Commercial paper $ 457 $ —

government and agency securities $ — $ 44

Commercial paper — 46

Corporate bonds — 13

Short-term investments $ — $ 103

Classified as restricted investments:

Marketable debt securities (1) :

government and agency securities $ — $ 1,614

Restricted investments $ — $ 1,614

Classified as investments:

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Didi $ — $ 1,802

Non-marketable debt securities:

Marketable equity securities

Grab 3,821 1,726

Aurora 3,388 364

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

As of December 31, 2020 As of December 31, 2021

As of December 31, 2021 (1)

As of December 31, 2022

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

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Money market funds $ 3,214 $ — $ — $ 3,214 $ 1,005 $ — $ — $ 1,005

Commercial paper — 611 — 611 — — — —

government and agency securities — — — — — 1,975 — 1,975

Commercial paper — — — — — 76 — 76

Corporate bonds — — — — — 15 — 15

Non-marketable debt securities — — 2,341 2,341 — — — —

Non-marketable equity securities — — 32 32 — — 3 3

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Total financial liabilities $ — $ — $ 193 $ 193 $ — $ — $ 2 $ 2

(1) During the third quarter of 2022, we determined that the balance of money market funds as of December 31, 2021, disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022, was incorrectly disclosed as zero in the fair value level hierarchy table.

There were no impacts to our:

balance of cash and cash equivalents;

restricted cash and cash equivalents;

restricted cash and cash equivalents, non-current;

financial position;

results of operations;

comprehensive loss;

or the change in equity.

We determined this to be an immaterial error.

The December 31, 2021 balance of money market funds in the table above has been revised to $ 3.2 billion.

As of both March 31, 2022 and June 30, 2022, the money market funds balance in the fair value level hierarchy table should have been $ 3.1 billion.

As of December 31, 2022, the decrease in money market funds was primarily driven by reinvesting funds into marketable debt securities and cash deposits.

(2) For further information, see Note 4 - Equity Method Investments.

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

Amortized Cost Unrealized Gains Unrealized Losses Allowance for Credit Loss Fair Value

Commercial paper $ 611 $ — $ — $ — $ 611

government and agency securities 542 — — — 542

Corporate bonds 322 1 — — 323

Non-marketable debt securities 2,281 60 — — 2,341

Total $ 3,756 $ 61 $ — $ — $ 3,817

The following table presents information about the allowance for credit losses on debt securities (in millions):

Non-marketable

Debt Securities

Balance as of January 1, 2020 $ —

Impact due to adoption of ASU 2016-13 —

Credit losses on securities for which credit losses were not previously recorded ( 173 )

Decrease to allowance for credit loss previously recorded 173

Balance as of December 31, 2020 $ —

The amortized cost of our debt securities measured at fair value on a recurring basis approximates fair value as of December 31, 2022.

We did not record any material unrealized gains or losses, or credit losses as of December 31, 2022.

The weighted-average remaining maturity of our debt securities was less than one year as of December 31, 2022.

Fair Value Hierarchy

We measure our cash equivalents and certain investments at fair value.

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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.

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.

Our Level 3 non-marketable equity securities as of December 31, 2021 and 2022 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.

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.

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.

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.

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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.

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.

As of December 31, 2021, our Didi investment was 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.

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.

As of December 31, 2022, our Didi investment is classified as a non-marketable equity security and is measured at fair value on a non-recurring basis with a readily available price based on significant other observable inputs (Level 2).

For further information, see the section titled “Didi Investment” below.

Zomato Investment

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.

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.

Accordingly, our Zomato investment was converted to ordinary shares upon the completion of the IPO and was 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.

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.

As of December 31, 2021, the carrying value of the investment was $ 1.1 billion.

Our investment is subject to a lock-up period in which our ability to sell is restricted until July 2022.

Our investment was subject to a lock-up period in which our ability to sell was restricted until July 2022.

During the third quarter of 2022, we completed the sale of $ 418 million of our entire stake in Zomato ordinary shares for net proceeds of $ 376 million and recognized an immaterial loss from this transaction in other income (expense), net in our consolidated statement of operations.

Aurora Investment

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As a result, we no longer held significant influence over Aurora.

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.

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.

Summarized financial information for Aurora for the nine months ended September 30, 2021, the most recent period available, is as follows (in millions):

Results of Operations Data Nine Months Ended September 30, 2021

As of December 31, 2021 and 2022, 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.

We recognized an unrealized gain of $ 1.6 billion and unrealized loss of $ 3.0 billion on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2021 and 2022, respectively.

Summarized financial information for Aurora for the year ended December 31, 2021 is as follows (in millions):

Results of Operations Data Year Ended

December 31, 2021

Total operating expenses 813

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Net loss ( 755 )

Balance Sheet Data As of September 30, 2021

Balance Sheet Data As of

December 31, 2021

Current assets $ 1,677

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Total liabilities 348

Redeemable convertible preferred stock 2,161

Grab Investment

On December 1, 2021, Grab completed its planned SPAC merger with Altimeter Growth Corporation, resulting in Grab becoming a publicly traded company post combination.

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.

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.

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.

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.

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.

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

Financing transactions 100 %

Transaction price per share $ 6.16

Volatility 53 %

Estimated time to liquidity 1.75 years

During the first quarter of 2020, we determined the fair value of our available-for-sale debt securities in Grab had declined below their amortized cost based on an analysis of the observed valuation declines of Grab’s publicly-traded competitive peer group and representative stock market indices.

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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.

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.

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.

On December 1, 2021, Grab completed its planned SPAC merger with Altimeter Growth Corporation, resulting in Grab becoming a publicly traded company post combination.

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.

Subsequent to the conversion, we recognized unrealized losses of $ 1.2 billion and $ 2.1 billion on the investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2021 and 2022, respectively, for the fair value change of the equity security.

As of December 31, 2022, 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.

Lime Investments

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The 2020 Lime Investments are measured at fair value on a recurring basis with changes in fair value reflected in earnings.

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.

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.

The fair value of the 2020 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.

Other key inputs to the OPM were discount rates of 22 % and 28 %, volatility of 70 % and time to liquidity of 1.25 years.

The fair value of our Lime investments as of December 31, 2022 of $ 113 million was determined by referencing a financing transaction and used as an input to an OPM.

Other key inputs to the OPM were discount rates of 32 % and 38 %, volatility of 87 % and time to liquidity of 1.50 years.

Financial Assets Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of our financial assets measured and recorded at fair value on a recurring basis as of as of December 31, 2020 and 2021, using significant unobservable inputs (Level 3) (in millions):

Financial Assets and Liabilities Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2021 and 2022, using significant unobservable inputs (Level 3) (in millions):

Non-marketable

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Balance as of December 31, 2020 $ 2,341 $ 52 $ 83 $ —

Total net gains (losses)

Change in fair value

Included in earnings — 553 ( 1 ) ( 37 )

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Purchases — 1,677 50 —

Sales ( 6 ) ( 22 ) — —

Issuance — — — 230

Transfer to Level 1 ( 5,065 ) ( 2,250 ) — —

Balance as of December 31, 2021 — 32 132 193

Total net gains (losses)

Change in fair value

Included in earnings — ( 29 ) ( 22 ) ( 191 )

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Purchases — — — —

Issuance — — — 230

Transfers to Level 1 ( 5,065 ) ( 2,250 ) — —

Sales — — — —

Balance as of December 31, 2022 $ — $ 3 $ 110 $ 2

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For further information, see the section titled “Aurora Investment” and “Grab Investment” above.

We did not make any transfers between the levels of the fair value hierarchy during the year ended December 31, 2020.

We did not make any transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2022.

Assets Measured at Fair Value on a Non-Recurring Basis

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Non-Marketable Equity Securities

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.

Our non-marketable equity securities are investments in privately held companies without readily determinable fair values.

The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment.

Any changes in carrying value are recorded within other income (expense), net in the

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.

The following is a summary of unrealized gains and losses from remeasurement (referred to as upward or downward adjustments) recorded in other income (expense), net in the consolidated statements of operations, and included as adjustments to the carrying value of non-marketable equity securities held during the years ended December 31, 2019, 2020 and 2021 based on the observable price in an orderly transaction for the same or similar security of the same issuers (in millions):

Any changes in carrying value are recorded within other income (expense), net in the 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 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.

an orderly transaction for the same or similar security of the same issuers (in millions):

Year Ended December 31,

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As a result of the deterioration in economic and market conditions arising from COVID-19, we determined an impairment indicator existed as of March 31, 2020 and the fair value of certain investments, primarily our investment in Didi, was less than their carrying value.

Didi Investment

To determine the fair value of our investment in Didi as of March 31, 2020, we utilized a hybrid approach, incorporating a CSE method along with an OPM, weighted at 80 % and 20 %, respectively.

The CSE method assumes an if-converted scenario, where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences.

We computed a range of market adjustments based on observed market valuation declines of Didi’s representative stock market indices and publicly-traded competitive peer group since the latest transaction in similar securities occurred in the prior year and prior to the announcement of COVID-19 as a global pandemic, impacting global demand for ridesharing services.

These inputs are considered indicative of changes in the fair value of Didi equity.

Market adjustments within the range were applied to the Didi equity valuation derived from the latest financing transaction in similar securities which were then used in the CSE and OPM approaches to obtain the fair value of the Didi securities owned by us.

A lower adjustment within the range was applied to the enterprise value used in the CSE allocation compared to a higher downward adjustment for purposes of allocating value in the OPM approach.

The value adjustment differential was attributable to several factors including possible exit scenarios, as an IPO event would result in higher valuation (due to access to public markets and reduction in cost of capital), reduces valuation uncertainty, and generally assumes market and macro-economic conditions that are comparatively more favorable than an otherwise prolonged stay-private scenario.

As a result of the valuation performed, we recorded an impairment charge of $ 1.7 billion in other income (expense), net in our consolidated statement of operations during the first quarter of 2020.

There was no remeasurement event for our investment in Didi that occurred during the remainder of 2020.

The following table summarizes information about the significant unobservable inputs used in the valuation for our investment in Didi as of March 31, 2020:

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Market adjustment ( 40 )%

As a result of the valuation performed, we recorded an impairment charge of $ 1.7 billion in other income (expense), net in our consolidated statement of operations during the first quarter of 2020.

There was no remeasurement event for our investment in Didi that occurred during the remainder of 2020.

During the first quarter of 2021, we completed the sale of $ 500 million of our Didi shares and realized immaterial gains from this transaction.

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.

In the second quarter of 2022, Didi completed their delisting from the New York Stock Exchange (“NYSE Delisting”).

We concluded the ordinary shares held by us did not have a readily determinable fair value and should be accounted for under the measurement alternative method.

As of December 31, 2022, Didi American Depositary Shares (“ADS”) continue to be traded in the over-the-counter (“OTC”) market.

We determined that the Didi ADS were similar to the ordinary shares held prior to the NYSE Delisting.

We then measured the investment to fair value based on the closing share price of the Didi ADS on the OTC market on December 31, 2022 as an observable transaction for similar securities.

For the year ended December 31, 2022, we recognized an unrealized loss of $ 1.0 billion on this investment in other income (expense), net in our consolidated statement of operations.

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, 2020 and 2022.

The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held as of December 31, 2020 and 2021 including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions):

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

As of December 31,

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Note 4 - Equity Method Investments

The carrying value of our equity method investments as of December 31, 2020 and 2021 were as follows (in millions):

The carrying value of our equity method investments were as follows (in millions):

As of December 31,

$ 1,001 $ 751

Mission Bay 3 & 4 38 34

Equity method investments $ 800 $ 870

(1) Refer to Note 16 – Variable Interest Entities for further information.

and Uber Russia/CIS Operations

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.

Certain contingent equity issuances of MLU B.V.

may dilute our equity ownership interest to approximately 33 %.

The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V.

The initial fair value of our equity method investment in MLU B.V.

was estimated using discounted cash flows of MLU B.V.

The equity ownership interest in MLU B.V.

was 35 % and 29 % as of December 31, 2020 and 2021, respectively.

During 2020, Yandex contributed its Yandex.Carsharing business (“Drive”) into MLU B.V.

in exchange for an additional equity interest.

The contribution of Drive into MLU B.V.

resulted in the dilution of our ownership in MLU B.V.

from 38 % to 35 %.

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.

contributed the assets and liabilities of its autonomous driving unit into a new legal entity, Yandex Self Driving Group B.V.

(“SDG”), in which Yandex contributed additional capital.

The reduction of our ownership interest to 20 % in SDG, initially valued at $ 42 million, did not result in a material dilution gain.

As of December 31, 2021 and 2022, our equity ownership interest in MLU B.V.

was 29 % on a fully-diluted basis.

We review for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable.

During the first quarter of 2022, we determined that our investment in MLU B.V.

was other-than-temporarily impaired, and recorded an impairment charge of $ 182 million in other income (expense), net in the consolidated statement of operations.

The impairment was primarily due to consensus projections of a protracted recession of the Russian economy as a result of Russia's invasion of Ukraine.

To determine the fair value of our investment in MLU B.V., we utilized a market approach referencing revenue multiples from publicly traded peer companies.

On August 30, 2021, we entered into an agreement with Yandex (the “Framework Agreement”) to restructure our joint ventures, MLU B.V.

and SDG and we would sell to Yandex (i) our 4.5 % equity interest in MLU B.V.

and Yandex Self Driving Group B.V.

(“SDG”) and we would sell to Yandex (i) our 4.5 % equity interest in MLU B.V.

and (ii) our entire equity interest in SDG (the “Initial Closing”).

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and recognized a gain of $ 106 million in other income (expense), net on our consolidated statement of operations.

The consideration

allocated and gains recognized for the sale of our entire equity interest in SDG were not material.

The consideration allocated and gains recognized for the sale of our entire equity interest in SDG were not material.

Demerger Share Closing

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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.

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.

The exercise price of the MLU B.V.

Call Option is approximately $ 1.8 billion, subject to certain adjustments based on the timing of the option exercise.

As of December 31, 2021, the fair value of the MLU B.V.

Call Option is $ 193 million, including the recognition of an immaterial gain for the fair value change during the year ended December 31, 2021.

To determine the fair value of the MLU B.V.

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.

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).

Basis Difference

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The carrying value of the equity method investment is primarily adjusted for our share in the income or losses of MLU B.V.

and amortization of basis differences.

Equity method goodwill and intangible assets, net of accumulated amortization are also adjusted for currency translation adjustments representing fluctuations between the functional currency of the investee, the Ruble and the U.S.

The table below provides the composition of the basis difference as of December 31, 2021 (in millions):

on a one-quarter lag basis and amortization of basis differences.

The table below provides the composition of the basis difference (in millions):

As of December 31, 2022

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Equity method goodwill is not amortized.

The investment balance is reviewed for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable.

As of December 31, 2020 and 2021, we determined that there was no impairment of our investment in MLU B.V.

The future effect of the COVID-19 pandemic and related government actions as well as other factors will continue to be monitored.

Call Option is recorded as a liability in accrued and other current liabilities on our consolidated balance sheets, 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.

As of December 31, 2022, the exercise price of the MLU B.V.

Call Option is approximately $ 1.9 billion, subject to certain adjustments based on the timing of the option exercise.

As of December 31, 2021, the fair value of the MLU B.V.

Call Option was $ 193 million, including the recognition of an immaterial gain for the fair value change during the year ended December 31, 2021.

To determine the fair value of the MLU B.V.

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.

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).

As of December 31, 2022, the fair value of the MLU B.V.

Call Option was $ 2 million.

We recorded a $ 191 million net gain for the fair value change during the year ended December 31, 2022.

To determine the fair value of the MLU B.V.

Call Option as of December 31, 2022, 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.

Key inputs to the lattice model were:

the underlying business value;

option term of 0.7 years;

volatility of 65 %;

risk-free interest rates;

and strike price (Level 3).

Mission Bay 3 & 4

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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.

During 2019, the construction was completed and leasing activities commenced.

and immaterial amounts of equity earnings were recognized during 2019, 2020 and 2021.

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.

During 2019, the construction was completed and leasing activities commenced, During 2020, 2021 and 2022 an immaterial amounts of equity earnings were recognized.

During 2021 and 2022, we incurred immaterial amounts of lease payments with ECOP, which is a related party.

As of December 31, 2021 and 2022, we determined that there were no impairments of our investment in ECOP.

Note 5 – Property and Equipment, Net

The components of property and equipment, net as of December 31, 2020 and 2021 were as follows (in millions):

The components of property and equipment, net were as follows (in millions):

As of December 31,

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Furniture and fixtures 99 94

Dockless e-bikes — —

Construction in progress 157 219

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Property and equipment, net $ 1,853 $ 2,082

We capitalized $ 76 million and $ 55 million in internal-use software costs during the years ended December 31, 2020 and 2021, respectively, which is included in property and equipment, net on the consolidated balance sheets.

Amortization of capitalized software development costs was $ 22 million, $ 55 million, and $ 69 million for the years ended December 31, 2019, 2020 and 2021, respectively.

Amounts in construction in progress represent buildings, leasehold improvements, assets under construction, and other assets not placed in service.

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Accumulated depreciation and amortization included $ 390 million and $ 305 million of leased computer equipment depreciation as of December 31, 2021 and 2022, respectively.

Amortization of capitalized software development costs was not material for the years ended December 31, 2020, 2021 and 2022.

Note 6 - Leases

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Total lease liabilities $ 1,874 $ 399

As of December 31, 2021, we had additional operating leases and finance leases, primarily for corporate offices and servers, that have not yet commenced of $ 421 million and $ 19 million, respectively.

These operating and finance leases will commence between fiscal year 2022 and fiscal year 2023 with lease terms of 2 years to 13 years.

As of December 31, 2022, we had additional operating leases, primarily for corporate offices, that have not yet commenced of $ 193 million.

These operating leases will commence in fiscal year 2023 with lease terms of 5 years to 10 years.

Mission Bay 1 & 2

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As a financing transaction, the cash and deferred sales proceeds received from the real estate transaction are recorded as a financing obligation.

As of December 31, 2021, our Indirect Interest of $ 65 million is included in property and equipment, net and a corresponding financing obligation of $ 76 million is included in other long-

term liabilities.

As of December 31, 2022, our Indirect Interest of $ 65 million is included in property and equipment, net and a corresponding financing obligation of $ 76 million is included in other long-term liabilities.

Future land lease payments of $ 1.7 billion is allocated 49 % to the financing obligation of the Indirect Interest and 51 % to the operating lease of land.

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Note 7 – Goodwill and Intangible Assets

On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem Inc.

(“Careem”) and certain of its subsidiaries.

The acquisition was accounted for as a business combination, resulting in the recognition of $ 2.5 billion in goodwill in our Mobility segment and $ 540 million in intangible assets.

On July 6, 2020, we closed on a purchase agreement to acquire Cornershop Global LLC (“CS-Global”), and its wholly owned subsidiaries operating in Brazil, Chile, Colombia, Costa Rica, Canada, U.S., and Peru.

The agreement was accounted for as a business combination, resulting in the recognition of $ 384 million in goodwill in our Delivery segment and $ 122 million in intangible assets.

On July 14, 2020, we acquired 100 % of the equity of Routematch Holdings, Inc.

(“Routematch”).

The acquisition was accounted for as a business combination, resulting in the recognition of $ 91 million in goodwill in our Mobility segment and $ 27 million in intangible assets.

On Dec 1, 2020, we acquired 100 % of the equity of Postmates Inc.

(“Postmates”).

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.

On October 12, 2021, we completed the acquisition of The Drizly Group, Inc.

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.

On November 12, 2021, we completed the acquisition of Transplace.

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.

The following table presents the changes in the carrying value of goodwill by segment for the years ended December 31, 2020 and 2021 (in millions):

As Previously Reported (1)

ATG and Other Technology Programs Mobility Delivery Freight All Other Total Goodwill

During the year ended December 31, 2021, we completed the acquisition of The Drizly Group, Inc.

(“Drizly”) and Transplace.

The acquisitions were accounted for as business combinations, resulting in the recognition of $ 619 million and $ 1.4 billion in goodwill in our Delivery segment and Freight segment, respectively, as well as $ 1.3 billion in intangible assets.

Refer to Note 17 – Business Combinations for further information on our acquisitions.

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

Mobility Delivery Freight Total Goodwill

Balance as of January 1, 2021 $ 2,562 $ 3,547 $ — $ 6,109

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Goodwill impairment ( 73 ) — — ( 73 )

Reclass to Assets held for sale ( 29 ) — — — — ( 29 )

Measurement period adjustment (1)

( 1 ) 189 — 188

Foreign currency translation adjustment ( 34 ) ( 7 ) — ( 41 )

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Acquisitions 64 — — 64

Goodwill impairment — ( 73 ) — — — ( 73 )

Measurement period adjustment 2 — ( 2 ) —

— ( 1 ) 189 — — 188

Divestiture ( 16 ) — — ( 16 )

Foreign currency translation adjustment ( 210 ) 4 1 ( 205 )

Balance as of December 31, 2022 $ 2,421 $ 4,405 $ 1,437 $ 8,263

(1) Prior to the first quarter of 2021, we had four reportable segments, Mobility, Delivery, Freight, and ATG and Other Technology Programs.

In the first quarter of 2021, we determined there are three operating and reportable segments:

Mobility, Delivery, and Freight.

Refer to Note 14 - Segment Information and Geographic Information for further information.

(1) Refer to Note 17 – Business Combinations.

Goodwill Impairment

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.

As a result, we performed an interim goodwill impairment test by comparing the fair value of the New Mobility reporting unit to its carrying value.

Fair value was determined by referencing market valuation multiples implied by companies that have comparable businesses which is a Level 3 measurement.

The carrying value of our New Mobility reporting unit exceeded its fair value, and as a result, a goodwill impairment charge of $ 100 million was recorded in general and administrative expenses in the consolidated statement of operations after consideration of impairments of long-lived and other assets of the reporting unit.

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.

During the year ended December 31, 2021, we recognized an immaterial goodwill impairment charge.

Intangible Assets

The components of intangible assets, net as of December 31, 2020 and 2021 were as follows (in millions except years):

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

Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years

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Developed technology 922 ( 269 ) 653 5

529 ( 69 ) 460 2

Trade names and trademarks 183 ( 16 ) 167 7

Patents 15 ( 6 ) 9 8

Other 5 ( 3 ) 2 0

Trade name, trademarks and other 242 ( 57 ) 185 6

Intangible assets $ 3,032 $ ( 620 ) $ 2,412

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Developed technology 921 ( 517 ) 404 5

922 ( 269 ) 653 5

Trade names and trademarks 222 ( 47 ) 175 6

Patents 15 ( 7 ) 8 7

Other 5 ( 3 ) 2 0

Trade name, trademarks and other 247 ( 96 ) 151 6

Intangible assets $ 2,993 $ ( 1,119 ) $ 1,874

(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.

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 $ 155 million, $ 439 million, and $ 523 million for the years ended December 31, 2020, 2021 and 2022, respectively.

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Impairment of Definite-Lived Intangible and Long-Lived Assets

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):

The following table presents the definite-lived intangible and long-lived asset impairment charges recorded in the consolidated statements of operations by asset class (in millions):

Year Ended December 31,

2020 2021 2022

Intangible assets $ 23 $ 23 $ —

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(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.

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.

Note 8 – Long-Term Debt and Revolving Credit Arrangements

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

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

As of December 31,

2021 2022 Effective Interest Rates Maturities

2016 Senior Secured Term Loan $ 1,101 $ — — % —

2018 Senior Secured Term Loan 1,463 — — % —

2025 Refinanced Term Loan $ 1,448 $ 1,433 5.5 % April 4, 2025

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2029 Senior Note 1,500 1,500 4.7 % August 15, 2029

2025 Convertible Note 1,150 1,150 0.2 % December 15, 2025

2025 Convertible Notes 1,150 1,150 0.2 % December 15, 2025

Total debt 9,388 9,361

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2016 and 2018 Senior Secured Term Loans Refinancing

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.

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.

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”).

The interest rate for the 2027 Refinanced Term Loan and the 2025 Refinanced Term Loan is the London Interbank Offered Rate (“LIBOR”) plus 3.50 % per annum, subject to a floor of 0.00 %.

The refinancing transaction qualified as a debt modification that did not result in an extinguishment.

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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, 2022 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2025 Convertible Note

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.

2025 Convertible Notes

up to an additional $ 150 million principal amount of the 2025 Convertible Notes.

The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.

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or (iv) upon the occurrence of specified corporate events.

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.

On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of December 31, 2022, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met.

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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.

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.

The fair value of our 2025 Convertible Notes was $ 973 million as of December 31, 2022 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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We issued the 2027 Senior Notes at par and paid approximately $ 11 million for debt issuance costs.

The interest is payable semi-annually in arrears on March 15 and September 15 of each year at 7.5 % per annum, beginning on March 15, 2020, and the entire principal amount is due at the time of maturity.

The interest is payable semi-annually in arrears on March 15 and September 15 of each year at 7.5 % per annum, beginning on March 15, 2020, and the entire principal

amount is due at the time of maturity.

In May 2020, we issued five-year notes with an aggregate principal amount of $ 1.0 billion due on May 15, 2025 (the “2025 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

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Total $ 9,361

The following table presents the amount of interest expense recognized relating to the contractual interest coupon, amortization of the debt discount and issuance costs with respect to our long term debt, and an 8.0 % internal rate of return (“IRR payout”) which was accruing on our 2022 Convertible Notes that converted into shares of common stock upon the close of our IPO in 2019, for the years ended December 31, 2019, 2020 and 2021 (in millions):

The following table presents the amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt discount and issuance costs with respect to our long-term debt, for the years ended December 31, 2020, 2021 and 2022 (in millions):

Year Ended December 31,

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Amortization of debt discount and issuance costs 14 16 15

8% IRR payout 26 — —

Total interest expense from long-term debt $ 463 $ 480 $ 525

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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”).

On April 4, 2022, we entered into an amendment to our Revolving Credit Facility to, among other things, (i) provide for approximately $ 2.2 billion of revolving credit commitments, (ii) extend the maturity date for the commitments and loans from June 13, 2023 to April 4, 2027, (iii) reduce the minimum liquidity covenant from $ 1.5 billion to $ 1.0 billion, (iv) replace the LIBOR based interest rate with a Secured Overnight Financing Rate (“SOFR”) based interest rate, and (v) make certain other changes to the negative covenants under the amended revolving credit agreement.

The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions.

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.

The credit agreement also contains customary events of default.

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As of December 31, 2022, there was no balance outstanding on the Revolving Credit Facility.

Additionally, in February 2023, Freight Holding entered into a $ 300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding.

Letters of Credit

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As of December 31, 2021 and 2022, we had letters of credit outstanding of $ 749 million and $ 839 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $ 247 million and $ 261 million, respectively.

Note 9 – Assets and Liabilities Held for Sale

The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of December 31, 2020 (in millions):

December 31, 2020

Assets held for sale

Cash and cash equivalents $ 349

Prepaid expenses and other current assets 2

Investments 2

Operating lease right-of-use assets 26

Property and equipment, net 78

Intangibles 31

Total assets held for sale 517

Liabilities held for sale

Accounts payable 8

Accrued and other current liabilities 66

Operating lease liabilities, current 6

Operating lease liabilities, non-current 20

Total liabilities held for sale 100

Net assets held for sale $ 417

Sale of ATG Business

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.

Our ATG Business was included within our ATG and Other Technology Programs segment.

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.

Refer to Note 19 – Divestitures for further information on the sale of our ATG Business.

Note 9 – Supplemental Financial Statement Information

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Accrued Drivers and Merchants liability 1,187 1,593

Accrued compensation and employee benefits 442 587

Income and other tax liabilities 376 476

Unsecured convertible notes in connection with Careem acquisition 348 —

Commitment to issue unsecured convertible notes in connection with Careem acquisition 238 152

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Balance as of December 31, 2020 $ ( 581 ) $ 46 $ ( 535 )

Other comprehensive income (loss) before reclassifications ( 350 ) 2 ( 348 )

Amounts reclassified from accumulated other comprehensive income (loss) — — —

Other comprehensive income before reclassifications (1)

57 2,562 2,619

Amounts reclassified from accumulated other comprehensive income (1), (2)

— ( 2,608 ) ( 2,608 )

Other comprehensive income (loss) 57 ( 46 ) 11

Balance as of December 31, 2021 $ ( 524 ) $ — $ ( 524 )

(1) On December 1, 2021, Grab completed its planned SPAC merger with Altimeter Growth Corporation, resulting in Grab becoming a publicly traded company post combination.

Upon the completion of the merger, our investment in Series G preferred shares of Grab converted into the newly issued Class A ordinary shares of the publicly traded company.

Upon the conversion, we released the accumulative pre-tax unrealized gains recorded through other comprehensive income and recognized them as unrealized gains in other income (expense), net in our consolidated statement of operations as of December 31, 2021.

Refer to Note 3 – Investments and Fair Value Measurement for further information.

(2) 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.

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total

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Amounts reclassified from accumulated other comprehensive income — — —

— ( 2,608 ) ( 2,608 )

Other comprehensive income (loss) 81 — 81

Balance as of December 31, 2022 $ ( 443 ) $ — $ ( 443 )

(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

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( 1,690 ) — —

Change in fair value of embedded derivatives 58 — —

Gain on extinguishment of convertible notes and settlement of derivatives (5)

Impairment of equity method investment (5)

Revaluation of MLU B.V.

call option (6)

Other, net 59 83 1

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Refer to Note 3 – Investments and Fair Value Measurement for further information.

During the year ended December 31, 2022, unrealized gain (loss) on debt and equity securities, net primarily represented a $ 3.0 billion net unrealized loss on our Aurora investments, a $ 2.1 billion net unrealized loss on our Grab investment, a $ 1.0 billion net unrealized loss on our Didi investment, a $ 747 million change of fair value on our Zomato investment, as well as a $ 142 million net unrealized loss on our other investments in securities accounted for under the fair value option.

(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.

Refer to Note 3 – Investments and Fair Value Measurement for further information.

(5) During the year ended December 31, 2019, we recognized a $ 444 million gain on extinguishment of our 2021 and 2022 Convertible Notes and settlement of derivatives in connection with our IPO, recognized during the second quarter of 2019.

Refer to Note 11 – Stockholders' Equity for additional information regarding our IPO.

(5) During the year ended December 31, 2022, impairment of equity method investment represents a $ 182 million impairment loss recorded on our MLU B.V.

equity method investment.

Refer to Note 4 – Equity Method Investments for further information.

(6) During the year ended December 31, 2022, revaluation of MLU B.V.

call option represents a $ 191 million net gain for the change in fair value of the call option granted to Yandex (“MLU B.V.

Call Option”).

Refer to Note 4 – Equity Method Investments for further information.

Note 10 – Stockholders' Equity

Initial Public Offering

On May 14, 2019, we closed our IPO, in which we issued and sold 180 million shares of our common stock.

The price was $ 45.00 per share.

We received net proceeds of approximately $ 8.0 billion from the IPO after deducting underwriting discounts and commissions of $ 106 million and offering expenses.

Upon closing of the IPO:

(i) all shares of our outstanding redeemable convertible preferred stock automatically converted into 905 million shares of common stock;

(ii) holders of the 2021 and 2022 Convertible Notes elected to convert all outstanding notes into 94 million shares of common stock;

and, (iii) an outstanding warrant which became exercisable upon the closing of the IPO was exercised to purchase 0.2 million shares of common stock.

In addition, we recognized a net gain of $ 327 million in other income (expense), net in the consolidated statement of operations upon conversion of the 2021 and 2022 Convertible Notes during the second quarter of 2019, which consisted of $ 444 million gain on extinguishment of debt and settlement of derivatives, partially offset by $ 117 million loss from the change in fair value of embedded derivatives prior to settlement.

The extinguishment of debt resulted in the derecognition of the carrying value of the debt balance and settlement of embedded derivatives.

We had granted RSAs, RSUs, SARs, and stock options that vest only upon the satisfaction of both time-based service and performance-based conditions.

Through May 9, 2019, no stock-based compensation expense had been recognized for such awards with a performance condition based on the occurrence of a qualifying event (such as an IPO), as such qualifying event was not probable.

Upon our IPO, we recognized $ 3.6 billion of stock-based compensation expense.

Upon the IPO, shares were issued to satisfy the vesting of RSUs with a performance condition.

To meet the related tax withholding requirements, we withheld 29 million of the 76 million shares of common stock issued.

Based on the IPO public offering price of $ 45.00 per share, the tax withholding obligation was $ 1.3 billion.

As a result of stock-based compensation expense for vested and unvested RSUs upon the IPO, we recorded an additional deferred tax asset of approximately $ 1.1 billion that was offset by a full valuation allowance.

(“PayPal”) Private Placement

On May 16, 2019, we closed a private placement by PayPal, Inc.

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.

Redeemable Convertible Preferred Stock

Upon closing of the IPO, all shares of our outstanding redeemable convertible preferred stock automatically converted into 905 million shares of common stock.

During 2019, the warrant to purchase 922,655 Series G redeemable convertible preferred stock was exercised in full and the fair value of the warrant was reclassified to redeemable convertible preferred stock.

Also during 2019, the warrant to purchase 150,071 Series E redeemable convertible preferred stock was exercised.

As a result of the IPO, both the Series G and Series E warrants automatically converted to shares of common stock.

For additional information related to our IPO, refer to section above titled “Initial Public Offering.”

Preferred Stock

After conversion of the above mentioned redeemable convertible preferred stock into common stock upon closing of our IPO, our board of directors was granted the authority to issue up to 10 million shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders.

As of December 31, 2020 and 2021, there was no preferred stock issued and outstanding.

As of December 31, 2022, we have the authority to issue 5.0 billion shares of common stock with a par value of $ 0.00001 per share.

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As of December 31, 2022, no dividends have been declared and there were 2.0 billion shares of common stock issued and outstanding.

Preferred Stock

Our board of directors has the authority to issue up to 10 million shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders.

As of December 31, 2021 and 2022, there was no preferred stock issued and outstanding.

Equity Compensation Plans

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the 2010 Stock Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”), which have all been approved by stockholders.

Following our IPO in May 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans.

These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards (that are based in whole or in part by reference to our common stock).

Following our IPO, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 Plan and 2013 Plan.

The number of shares of our common stock available for issuance under the 2019 Plan automatically increases on January 1 of each year, for a period of not more than ten years , commencing on January 1, 2020 and ending on (and including) January 1, 2029 by the lesser of (a) 5 % of the total number of the shares of common stock outstanding on December 31 of the immediately preceding calendar year, and (b) such number of shares determined by our board of directors.

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As of December 31, 2021 157 24,253 $ 11.84 4.35 $ 735

Granted and assumed in connection with acquisitions — 5,457 $ 5.13

Granted 6 421 $ 33.78

Exercised ( 3 ) ( 4,072 ) $ 4.32

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We have the right to repurchase shares for which the vesting conditions are not satisfied.

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):

Number of Shares Weighted-Average

Grant-Date Fair

Value per Share

Unvested restricted common stock as of December 31, 2020 28 $ 34.86

Granted 4,641 $ 43.50

Vested ( 516 ) $ 43.50

Canceled and forfeited — $ —

Unvested restricted common stock as of December 31, 2021 4,153 $ 43.44

During 2022, there were no restricted common stock granted, canceled, or forfeited, and the amount of unvested restricted common stock as of December 31, 2022 was 2.6 million shares, with a weighted-average grant-date fair value of $ 43.50 per share.

Stock-Based Compensation Expense

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Total $ 827 $ 1,168 $ 1,793

Upon our IPO on May 14, 2019, the performance condition was met and $ 3.6 billion of stock-based compensation expense was recognized related to these awards.

For additional information related to our IPO, refer to section above titled “Initial Public Offering.”

During the years ended December 31, 2020, 2021 and 2022, we modified the terms of stock-based awards for certain employees upon their termination or change in employment status.

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The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.57 years.

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.

No redeemable convertible preferred stock warrants were granted to non-employee service providers and others in 2019, 2020 and 2021.

Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2020, 2021 and 2022.

The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements were not material during the years ended December 31, 2020, 2021 and 2022.

During 2020, 2021 and 2022, 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, 2020, 2021 and 2022 were $ 35.77 , $ 39.43 and $ 13.58 per share, respectively.

The fair value of stock options and SARs granted was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions:

During 2022, stock options and SARs granted were not material.

The fair value of stock options and SARs granted was determined using the Black-Scholes option-pricing model using the weighted-average assumptions in the table below:

Year Ended December 31,

2019 2020 2021

Expected term (in years) 4.0 5.1

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Expected dividend yield — % — %

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.

The weighted-average derived service period for performance awards with market-based targets in the year ended December 31, 2019 was 2.12 years.

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:

Year Ended December 31,

2019 2020 2021

Risk-free interest rate 2.7 % — % — %

Expected volatility 39.0 % — % — %

Expected dividend yield — % — % — %

Performance awards with market-based targets granted in the years ended December 31, 2020, 2021 and 2022 were not material.

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.

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.

However, our board of directors or compensation committee may reduce the amount of the increase in any particular year.

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The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2020, 2021 and 2022.

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.

During the year ended December 31, 2022, we purchased 5 million shares of common stock under the ESPP at a weighted-average price of $ 20.22 per share.

As of December 31, 2022, total unrecognized compensation cost related to the ESPP was $ 25 million, which will be amortized over a period of 0.13 years.

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Foreign ( 3,428 ) ( 685 ) ( 903 )

Loss before income taxes and loss from equity method investments $ ( 8,433 ) $ ( 6,946 ) $ ( 1,025 )

Loss before income taxes and income (loss) from equity method investments $ ( 6,946 ) $ ( 1,025 ) $ ( 9,426 )

The components of the provision for (benefit from) income taxes for the years ended December 31, 2020, 2021 and 2022 are as follows (in millions):

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Federal $ — $ — $ 8

State 11 4 15

Foreign 63 196 237

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Stock-based compensation 1.3 4.5 ( 1.4 )

Interest on convertible notes ( 0.3 ) — ( 0.1 )

Gain on convertible notes 1.1 — —

Federal research and development credits 2.9 7.8 0.6

Deferred tax on investments (1)

0.9 48.7 ( 1.1 )

Entity restructuring (2)

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tax impact related to our investments in Aurora, Grab, and Zomato.

(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”).

Based on available objective evidence, management believed it was not more-likely-than-not that these additional foreign deferred tax assets will be realizable as of December 31, 2019 and, therefore, were offset by a full valuation allowance (refer to the 2019 rate impact for “Valuation allowance”) to the extent not offset by reserves for uncertain tax positions.

The corresponding deferred tax asset and valuation allowance balance were included in the “Fixed assets and intangible assets” and “Valuation allowance” lines, respectively, in the table below.

The 2022 rate impact for “Deferred tax on investments” was primarily driven by the deferred U.S.

tax impact related to our investments in Aurora, Grab, Zomato, and Didi.

(2) In the second quarter of 2020, we transferred certain intangible assets among our wholly-owned subsidiaries to align our structure to our evolving operations.

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These intercompany transfers did not have a material impact to the financial statements.

In the fourth quarter of 2022, we transferred certain intangible assets among our wholly-owned subsidiaries to align our structure to our evolving operations.

The transfer resulted in a net reduction in deferred tax assets of $ 1.7 billion;

however, there was no financial statement expense recognized since the deferred tax asset was offset by a full valuation allowance.

The components of deferred tax assets and liabilities as of December 31, 2021 and 2022 are as follows (in millions):

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Fixed assets and intangible assets 6,753 4,425

Investment in partnership 254 —

Lease liability 455 478

Interest limitation carryforwards 629 858

Capitalized research expenses — 304

Other 107 320

Total deferred tax assets 15,431 14,541

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Total deferred tax liabilities 1,814 431

Net deferred tax liabilities $ 779 $ 303

(1) The $ 1.5 billion indefinite-lived deferred tax liability represents the deferred U.S.

Net deferred tax assets (liabilities) $ ( 303 ) $ 139

(1) As of December 31, 2021, the $ 1.5 billion indefinite-lived deferred tax liability represents the deferred U.S.

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.

As of December 31, 2022, the fair market value of our investments in Didi, Aurora, Grab, and Zomato decreased significantly, resulting in the reduction of indefinite-lived deferred tax liabilities.

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.

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We had a valuation allowance against net deferred tax assets of $ 13.9 billion and $ 14.0 billion as of December 31, 2021 and 2022, respectively.

In 2021, the increase in the valuation allowance was primarily attributable to a tax rate increase in the Netherlands, an increase in U.S.

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.

In 2022, the increase in the valuation allowance was primarily attributable to an increase in deferred tax assets resulting from the loss from operations, offset by the deferred tax impact from the transfer of certain intangible assets among our wholly-owned subsidiaries.

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.

As of December 31, 2020 and 2021, we realized approximately $ 744 million and $ 1.2 billion, respectively, of our U.S.

As of December 31, 2021, we realized approximately $ 1.2 billion of our U.S.

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, 2022, we realized an immaterial amount of our U.S.

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, 2022, we had U.S.

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As of December 31, 2022, we had U.S.

state NOL carryforwards of $ 10.2 billion that begin to expire in 2022 and $ 2.2 billion that have an unlimited carryover period.

state NOL carryforwards of $ 9.4 billion that started expiring in 2022 and $ 2.0 billion that have an unlimited carryover period.

As of December 31, 2022, we had foreign NOL carryforwards of $ 633 million that begin to expire in 2023 and $ 17.7 billion that have an unlimited carryover period.

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Netherlands 2019 - 2022

Australia 2017 - 2021

As of December 31, 2021, the amount of accumulated foreign earnings of certain foreign subsidiaries that we intend to indefinitely reinvest is not material.

United Kingdom 2013 - 2022

As of December 31, 2022, the amount of unrecognized deferred tax liability on the undistributed earnings from certain foreign subsidiaries that we intend to indefinitely reinvest is not material.

Note 12 – Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the periods presented.

Diluted net income (loss) per share is computed by giving effect to all potential weighted average dilutive common stock.

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.

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented.

Diluted net loss per share is computed by giving effect to all potential weighted average dilutive common stock.

The dilutive effect of outstanding awards and convertible securities is reflected in diluted net 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 loss per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.

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

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Net loss including non-controlling interests $ ( 6,788 ) $ ( 570 ) $ ( 9,138 )

net loss attributable to non-controlling interests, net of tax ( 6 ) ( 20 ) ( 74 )

Net income (loss) attributable to non-controlling interests, net of tax ( 20 ) ( 74 ) 3

Net loss attributable to common stockholders $ ( 6,768 ) $ ( 496 ) $ ( 9,141 )

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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.

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):

certain conditions which were not satisfied by the end of the period (in thousands):

Year Ended December 31,

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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.

During the second quarter of 2020, we changed the name of the Rides segment to Mobility and the name of the Eats segment to

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.

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.

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Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis.

Mobility also includes activity related to our Financial Partnerships 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.

Mobility also includes activity related to our financial partnerships products and advertising.

Delivery Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered.

In certain markets, Delivery 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.

Freight connects Carriers with Shipper’s shipments available on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment.

Freight also includes transportation management and other logistics services offerings.

For information about how our reportable segments derive revenue, refer to Note 2 – Revenue.

For information about how our reportable segments derive revenue, as well as revenue grouped by offerings and geographical region refer to Note 2 – Revenue.

Our segment operating performance measure is segment Adjusted EBITDA.

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Segment Adjusted EBITDA also excludes non-cash items or items that management does not believe are reflective of our ongoing core operations (as shown in the table below).

The following table provides information about our segments and a reconciliation of the total segment adjusted EBITDA to loss from operations (in millions):

The following table provides information about our segments and a reconciliation of total segment Adjusted EBITDA to loss from operations (in millions):

Year Ended December 31,

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Legal, tax, and regulatory reserve changes and settlements 35 ( 526 ) ( 732 )

Driver appreciation award ( 299 ) — —

Payroll tax on IPO stock-based compensation ( 86 ) — —

Goodwill and asset impairments/loss on sale of assets ( 317 ) ( 157 ) ( 25 )

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COVID-19 response initiatives ( 106 ) ( 54 ) ( 1 )

Gain on lease arrangement, net — 5 —

Gain (loss) on lease arrangement, net 5 — ( 7 )

Restructuring and related charges, net ( 362 ) — ( 2 )

Legacy auto insurance transfer (4)

Mass arbitration fees — — ( 43 )

Mass arbitration fees, net — ( 43 ) 14

Loss from operations $ ( 4,863 ) $ ( 3,834 ) $ ( 1,832 )

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United States $ 6,082 $ 9,058 $ 17,953

United Kingdom (1)

637 551 4,215

All other countries 4,420 7,846 9,709

Total Revenue $ 11,139 $ 17,455 $ 31,877

(1) In 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of Mobility and Delivery services to end-users in those markets.

In these markets, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for Mobility and Delivery services are recognized in cost of revenue, exclusive of depreciation and amortization.

Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information.

As of December 31,

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Total long-lived assets, net $ 3,241 $ 3,531

Revenue grouped by offerings is included in Note 2 – Revenue.

Revenue grouped by offerings and geographical region is included in Note 2 – Revenue.

Note 14 – Commitments and Contingencies

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From time to time, we are a party to various claims, non-income tax audits and litigation in the normal course of business.

As of December 31, 2020 and 2021, we had recorded aggregate liabilities of $ 1.8 billion and $ 2.2 billion, respectively, of which $ 1.3 billion and $ 1.3 billion relate to non-income tax matters, respectively, in accrued and other current liabilities on the consolidated balance sheets for all of our legal, regulatory and non-income tax matters that were probable and reasonably estimable.

As of December 31, 2021 and 2022, we had recorded aggregate liabilities of $ 2.2 billion and $ 1.6 billion, respectively, of which $ 1.3 billion and $ 0.6 billion relate to non-income tax matters in accrued and other current liabilities on the consolidated balance sheets for all of our legal, regulatory and non-income tax matters that were probable and reasonably estimable.

We are currently party to various legal and regulatory matters that have arisen in the normal course of business and include, among others, alleged independent contractor misclassification claims, Fair Credit Reporting Act (“FCRA”) claims, alleged background check violations, pricing and advertising claims, unfair competition claims, intellectual property claims, employment discrimination and other employment-related claims, Telephone Consumer Protection Act (“TCPA”) claims, Americans with Disabilities Act (“ADA”) claims, data and privacy claims, securities claims, antitrust claims, challenges to regulations, and other matters.

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Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers.

As a result of the passage of Proposition 22, Drivers are able to maintain their status as independent contractors

under California law, and we and our competitors are required to comply with the provisions of Proposition 22.

As a result of the passage of Proposition 22, Drivers are able to maintain their status as independent contractors under California law, and we and our competitors are required to comply with the provisions of Proposition 22.

Proposition 22 went into effect on December 16, 2020.

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We have petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned.

Since the assignment of the coordination judge, the case has been stayed pending appeal of the denial of a motion to compel arbitration.

We intend to continue to vigorously defend ourselves.

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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.

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.

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, who intervened in the matter, has also filed an appeal.

Oral argument was heard on December 13, 2022 and we await a decision.

Massachusetts Attorney General Lawsuit

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A summary judgment motion was filed in September 2021, and we filed a motion in which we argue that the motion is premature.

The court granted our motion to defer the summary judgment motion on January 12, 2022.

The court granted our motion to defer the summary judgment motion on January 12, 2022 and summary judgment papers will be fully briefed by August 29, 2023.

Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated.

Swiss Social Security Reclassification

New York Attorney General

The New York Attorney General has alleged misclassification of drivers and related employment violations in New York by Uber as well as fraud related to certain deductions.

The ultimate resolution of this matter is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheets as of December 31, 2022.

Swiss Social Security Rulings

Several Swiss administrative bodies have issued decisions in which they classify Drivers as employees of Uber Switzerland, Rasier Operations B.V.

or of Uber B.V.

for social security or regulatory purposes.

for social security or labor purposes.

We are challenging each of them before the Social Security and Administrative Tribunals.

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The litigations with regards to Uber B.V.

and Raiser Operations B.V.

and Rasier Operations B.V.

are still pending for years 2014 to 2021.

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.

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.

In January 2022, the Social Security Tribunal of Zurich reclassified drivers who have used the App in 2014 as dependent workers of Uber B.V.

and Rasier Operations B.V.

from a social security standpoint, but this ruling has been appealed before the Federal Tribunal and has no impact on our current operations.

On June 3, 2022, the Federal Tribunal issued two rulings by which both Drivers and Couriers in the Canton of Geneva are classified as employees of Uber BV, Uber Portier B.V.

and Uber Switzerland GmbH.

Following this ruling, we received a request for information from the SVA Zürich that states that couriers shall be considered employees for social security purposes since the launch of Uber Eats.

The ultimate resolution of the matters before the social security authorities is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheets as of December 31, 2022.

Aslam, Farrar, Hoy and Mithu v.

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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.

Damages include back pay including holiday pay and minimum wage, which will be assessed and quantified at a future hearing in July 2022.

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.

They will also be paid for holiday time and all those eligible will be automatically enrolled into a pension plan.

Damages include back pay including holiday pay and minimum wage, which will be assessed and quantified at a future hearing.

On March 16, 2021, we announced that more than 70,000 drivers in the UK will be treated as workers, earning at least the National Living Wage when driving with Uber.

They will also be paid for holiday time and all those eligible will be automatically

enrolled into a pension plan.

We have also completed a settlement process with drivers in the UK to proactively resolve historical claims relating to their classification under UK law.

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.

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.

Compensation hearings will take place 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.

On June 23, 2021, we received a compliance notice from the UK pension regulator to facilitate our auto-enrollment implementation.

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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, 2022.

Spain Labor Audits

Labor authorities in Spain opened audits reviewing the classification status of Couriers (in particular with regards to social security contributions).

We have received assessments as of December 31, 2022.

We will proceed (or have proceeded) to appeal to the Court of First Instance for each of them.

There are ongoing audits for which we have not yet received an assessment.

Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated for these ongoing audits.

Other Driver Classification Matters

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State Unemployment Taxes

New Jersey Department of Labor

In 2018, the New Jersey Department of Labor (“NJDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through 2018.

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The NJDOL has provided several assessments from February through October 2021.

We have submitted payment for the principal revised amount of the assessment and are engaged in ongoing discussions with the NJDOL about the assessments.

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;

On October 28, 2016, Google filed arbitration demands against each of Anthony Levandowski and Lior Ron, former employees of Google, alleging breach of their respective employment agreements with Google, fraud and other state law violations (due to soliciting Google employees and starting a new venture to compete with Google’s business in contravention of their respective employment agreements).

Google sought damages, injunctive relief, and restitution.

On March 26, 2019, following a hearing, the arbitration panel issued an interim award, finding against each of Google’s former employees and awarding $ 127 million against Anthony Levandowski and $ 1 million for which both Anthony Levandowski and Lior Ron are jointly and severally liable.

In July 2019, Google submitted its request for interest, attorneys fees, and costs related to these claims.

The Panel’s Final Award was issued on December 6, 2019.

On February 7, 2020, Ron and Google entered into a settlement agreement and mutual release to satisfy the corrected final award in the amount of approximately $ 10 million.

Uber paid Google on behalf of Ron pursuant to an indemnification obligation.

A dispute continues to exist with regard to Uber’s alleged indemnification obligation to Levandowski.

Whether Uber is ultimately responsible for indemnification of Levandowski depends on the exceptions and conditions set forth in the indemnification agreement.

In March 2020, Levandowski pleaded guilty to criminal trade secret charges and filed for bankruptcy.

Former President Trump pardoned Levandowski from the trade secret conviction.

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.

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.

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.

We have submitted payment for the principal revised amount of the assessment and have since reached agreement on and paid the remaining amounts allegedly owed from 2014 through 2018.

The NJDOL has expressed its intention to audit later years.

The ultimate resolution of the matter is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheets as of December 31, 2022.

California Employment Development Department

In 2014, the California employment development department (“CA EDD”) opened an audit to review whether drivers should be treated as employees or independent contractors.

The department issued an assessment in 2016 for the periods of 2013 - 2015 and we have since reached an agreement with the CA EDD for this period.

In 2022, we have received requests for information related to an audit of a subsequent period, which covers the fourth quarter of 2017 through the fourth quarter of 2020.

We have also received an audit for years 2018 - 2020 covering couriers who used the Postmates platform.

New York Department of Labor

In February 2020, the New York Department of Labor (“NYDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2013 through 2020.

The NYDOL issued an assessment in November 2022, against Uber.

Non-Income Tax Matters

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

The subject matter of these contingent liabilities and non-income tax audits primarily arises from our transactions with Drivers, as well as the tax treatment of certain employee benefits and related employment taxes.

In jurisdictions with disputes connected to transactions with Drivers, disputes involve the applicability of transactional taxes (such as sales, value added and similar taxes) to services provided, as well as the applicability of withholding tax on payments made to such Drivers.

We are involved in a proceeding in the UK involving HMRC, the tax regulator in the UK, which is seeking to classify us as a transportation provider.

Being classified as a transportation provider would result in a VAT ( 20 %) on Gross Bookings or on the service fee that we charge Drivers, both retroactively and prospectively.

HMRC is considering a number of factors including our contractual Driver, Rider and intercompany arrangements, and HMRC is also expected to consider the U.K.

Supreme Court’s February 19, 2021 ruling on Drivers’ worker classification, in determining whether we should be classified as a provider of transportation services.

HMRC may update its assessment, which we would then review and discuss with HMRC.

If we do not reach a satisfactory resolution after exhausting HMRC’s review and appeals process, we would still be able to argue our case anew in the U.K.

Tax Court, which may require the up-front payment to the Tax Court (“pay-to-play”) of any final HMRC assessment to be held in escrow.

We continue to believe that we have meritorious defense in these proceedings.

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.

The subject matter of these contingent liabilities and non-income tax audits primarily arise from the characterization for tax purposes of the transactions on the platform, as well as the tax treatment of certain employee benefits and employment taxes related to our Drivers and Couriers.

In jurisdictions with disputes connected to transactions on the platform, disputes involve the applicability of transactional taxes (such as sales tax, VAT, GST and similar taxes) or gross receipts taxes.

In jurisdictions with disputes connected to employment taxes, disputes involve the applicability of withholding taxes related to employment taxes or back-up withholding on payments made to Drivers, Couriers, and Merchants.

Our estimated liability is inherently subjective due to the complexity and uncertainty of these matters and the judicial processes in certain jurisdictions;

therefore, the final outcome could be materially different from the estimated liability recorded.

On October 31, 2022, we settled our UK VAT dispute with the HMRC, the UK tax regulator, for all periods prior to March 14, 2022.

As a result of the settlement agreement, these prior periods are closed to assessment and Uber made a payment of $ 733 million (GBP 613 million) in the fourth quarter of 2022 for this resolution.

As of March 14, 2022, we modified our operating model in the UK, such that as of that date Uber UK is a merchant of transportation and is required to remit VAT.

Uber UK is remitting VAT under the Value Added (Tour Operators) Order 1987 (“VAT Order 1987”), which allows for VAT remittance on a calculated margin, rather than on Gross Bookings.

As part of our ongoing discussions with HMRC, they have indicated that they are reviewing our VAT filings.

The HMRC may disagree with our application of VAT Order 1987, but due to the complexity and uncertainty of these matters and the judicial processes, any reasonably possible loss or range of loss cannot be estimated.

Other Legal and Regulatory Matters

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.

We have been and continue to be subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, anti-bribery and anti-corruption laws (including 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 and continue to investigate 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.

In many cases, we are unable to predict the outcomes and implications of these inquiries and investigations on our business which could be time consuming, costly to investigate and require significant management attention.

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Total assets included on the consolidated balance sheets for our consolidated VIEs as of December 31, 2021 and 2022 were $ 3.9 billion and $ 3.9 billion, respectively.

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.

Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2021 and 2022 were $ 1.0 billion and $ 789 million, respectively.

Freight Holding

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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.

In 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.

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.

(“Toyota”), and DENSO International America, Inc.

Preferred units were issued in July 2019 to SoftBank, Toyota, and DENSO and provided the investors with an aggregate 13.8 % initial ownership interest in Apparate on an as-converted basis.

Preferred units were issued in 2019 to SoftBank, Toyota, and DENSO and provided the investors with an aggregate 13.8 % initial ownership interest in Apparate on an as-converted basis.

The common units held by us in Apparate were determined to be a variable interest.

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).

The purpose of Apparate was to develop and commercialize autonomous vehicle and ridesharing technologies and Apparate’s results were part of All Other.

Refer to Note 13 – Segment Information and Geographic Information for further information.

As of December 31, 2020, we consolidated the ATG Business’ assets and liabilities and reported non-controlling interests.

On January 19, 2021, we completed the sale of the ATG Business to Aurora.

In January 2021, we completed the sale of the ATG Business to Aurora.

Refer to the section titled “Unconsolidated VIEs” below for additional information on Aurora.

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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.

The assets and operations in Qatar and Morocco (collectively “Non-Transferred Countries”) had not yet been transferred to us as of December 31, 2020.

The assets and operations in Qatar and Morocco (collectively “Non-Transferred Countries”) had not yet been transferred to us as of the purchase date.

The purpose of the Careem Qatar and Morocco’s operations is to provide primarily ridesharing services in each respective country.

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.

Although the assets and operations of the Non-Transferred Countries were not transferred as of the purchase date, we had rights to all residual interests in the entities comprising the Non-Transferred Countries which was considered a variable interest.

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.

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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.

As a result, we consolidated the entities comprising the Non-Transferred Countries as of December 31, 2020.

On September 21, 2021, ownership of Careem’s operations in Morocco was fully transferred to us.

Transfer of the assets and operations of Careem Qatar will be subject to a delayed closing pending timing of regulatory approval.

We have rights to all residual interests in the Careem Qatar entity which is considered a variable interest.

As of December 31, 2021, the assets and operations in Careem Qatar had not been transferred to us.

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.

As a result, we consolidated Careem Qatar as of December 31, 2021.

We were the primary beneficiary and consolidated Careem Qatar as of December 31, 2021.

In October 2022, Qatar’s Court of Cassation rejected our final appeal for the proposed acquisition of the assets and operations of Careem Qatar.

However, we continue to be the primary beneficiary of Careem Qatar and as a result, we consolidated Careem Qatar as of December 31, 2022.

Unconsolidated VIEs

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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.

During the third quarter of 2022, we completed the sale of our entire stake in Zomato ordinary shares.

Refer to Note 3 – Investments and Fair Value Measurement for further information.

Neutron Holdings, Inc.

(“Lime”) is incorporated in Delaware for the purpose of owning and operating a fleet of dockless e-bikes and e-scooters for short-term access use by consumers for personal transportation.

On May 7, 2020, we entered into the JUMP Divestiture and received the 2020 Lime Investments.

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In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction.

On January 11, 2021, Cornershop Global (“CS-Global”), an entity which held all of Cornershop business operations, except for those in Mexico,

exercised a call option and acquired 100 % of the outstanding equity interest in CS-Mexico.

On January 11, 2021, Cornershop Global (“CS-Global”), an entity which held all of Cornershop business operations, except for those in Mexico, exercised a call option and acquired 100 % of the outstanding equity interest in CS-Mexico.

We owned 55 % of CS-Mexico through our ownership in CS-Global.

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In January 2021, we sold our ATG Business to Aurora.

After the sale, we hold equity interests in Aurora through our Aurora Investments.

After the sale, we held equity interests in Aurora through our Aurora Investments.

As of December 31, 2021, our Aurora Investments had a fair value of $ 3.4 billion within investments on the consolidated balance sheet.

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After this series of agreements, Moove is considered a related party.

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.

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 sheets.

The term loan, $ 215 million as of December 31, 2022, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on the consolidated balance sheet.

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Preferred Unit Purchase Agreement

In July 2019, we closed a Preferred Unit Purchase Agreement with SoftBank, Toyota, and DENSO (collectively “the Investors”) for purchase by the Investors of Class A Preferred Units (“Preferred Units”) in Apparate.

During 2019, we closed a Preferred Unit Purchase Agreement with SoftBank, Toyota, and DENSO (collectively “the Investors”) for purchase by the Investors of Class A Preferred Units (“Preferred Units”) in Apparate.

Apparate, a subsidiary of ours, issued 1.0 million Preferred Units at $ 1,000 per unit to the Investors for an aggregate consideration of $ 1.0 billion ($ 400 million from Toyota, $ 333 million from SoftBank, and $ 267 million from DENSO).

As of December 31, 2020, the Preferred Units represented an aggregate 14.2 % ownership interest in Apparate on an as-converted basis.

As of December 31, 2020, we retained the remaining 85.8 % ownership interest.

SoftBank and Toyota are our existing inv estors.

At the option of the Investors, the Preferred Units are convertible into common units of Apparate, initially on a one-for-one basis but subject to potential adjustment, as defined by the Preferred Unit Purchase Agreement at any time.

The Preferred Units are entitled to certain distributions, including primarily dividends which are payable in cash or in-kind (at Apparate's discretion), and accrue quarterly, compounded on the last day of each quarter at a 4.5 % annual rate.

The Preferred Units are entitled to distributions upon the occurrence of a sale or liquidation of Apparate representing an amount that is equal to the greater of (i) the original investment plus any accrued but unpaid amounts, and (ii) their share of distributions assuming conversion to common units of Apparate immediately prior to the sale or liquidation event.

The quarterly dividend, along with any attributed prorated share of Apparate’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.

The Preferred Units do not participate in net losses due to a liquidation preference.

As of December 31, 2020, the Preferred Units represented an aggregate 14.2 % ownership interest in Apparate on an as-converted basis and we retained the remaining 85.8 % ownership interest.

At the option of the Investors, the Preferred Units were convertible into common units of Apparate, initially on a one-for-one basis but subject to potential adjustment, as defined by the Preferred Unit Purchase Agreement at any time.

The Preferred Units were entitled to certain distributions, including primarily dividends which are payable in cash or in-kind (at Apparate's discretion), and accrue quarterly, compounded on the last day of each quarter at a 4.5 % annual rate.

The Preferred Units were entitled to distributions upon the occurrence of a sale or liquidation of Apparate representing an amount that is equal to the greater of (i) the original investment plus any accrued but unpaid amounts, and (ii) their share of distributions assuming conversion to common units of Apparate immediately prior to the sale or liquidation event.

The quarterly dividend, along with any attributed prorated share of Apparate’s net income (if applicable), were included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations.

The Preferred Units did not participate in net losses due to a liquidation preference.

SoftBank’s Preferred Units

Beginning on July 2, 2026, SoftBank has the option to put to us all, but not less than all, of its initial investment in Preferred Units at a price equal to the number of SoftBank’s Preferred Units multiplied by the greater of (i) the original investment plus any accrued but unpaid amounts per unit and (ii) the fair value of the Preferred Units at the time of conversion (the “Put/Call Price”).

Beginning on July 2, 2026, we can call all, but not less than all, of the Preferred Units held by SoftBank at the Put/Call Price.

We have the option to settle all, or a portion of, the Put/Call Price with its common stock and any remainder will be satisfied in cash.

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.

SoftBank’s Preferred Units included the option to put to us all, but not less than all, of its initial investment in Preferred Units at a price equal to the number of SoftBank’s Preferred Units multiplied by the greater of (i) the original investment plus any accrued but unpaid amounts per unit and (ii) the fair value of the Preferred Units at the time of conversion (the “Put/Call Price”).

In addition, we also had the option to call all, but not less than all, of the Preferred Units held by SoftBank at the Put/Call Price.

The put and call were determined to be embedded features within the SoftBank Preferred Units since they were not separately exercisable or legally detached from the SoftBank Preferred Units.

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.

This method used Level 3 fair value measurement inputs as well as an assumed equal probability of the occurrence of a liquidation or exit event.

The significant unobservable inputs used in the initial fair value measurement include:

volatility of 42 %, time to liquidity of 5 years, and a discount for lack of marketability of 17 %.

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.

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

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.

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.

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.

The ATG Collaboration Agreement was within the scope of ASC 808, Collaborative Arrangements.

The development activities were considered ongoing and central to the activities of ATG.

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.

Divestiture of ATG Business to Aurora

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As of December 31, 2021 and 2022, we owned 78 % and 74 %, respectively, of the issued and outstanding capital stock of our subsidiary Freight Holding, or 75 % and 73 %, respectively, on a fully-diluted basis if all common shares reserved for issuance under our Freight Holding employee incentive plan were issued and outstanding.

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.

As of December 31, 2020 and 2021, 83.8 million and 85.0 million shares, respectively, were available for grant and issuance.

In May 2022, Freight Holding adopted the 2022 Freight Holding Equity Incentive Plan (the “2022 Freight Holding Plan”).

The 2022 Freight Holding Plan serves as the successor to the 2018 Holding Equity Incentive Plan (the “2018 Freight Holding Plan”).

Awards previously granted under the 2018 Freight Holding Plan remain outstanding and governed by the terms of the 2018 Freight Holding Plan.

As of December 31, 2021 under the 2018 Freight Holding Plan a total number of 99.8 million shares of Freight Holding were reserved, of which 85.0 million shares were available for grant and issuance.

As of December 31, 2022 under the 2022 Freight Holding Plan a total number of 85.1 million shares of Freight Holding were reserved, of which 39.4 million shares were available for grant and issuance.

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.

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In October 2020, Freight Holding entered into a 2020 Freight Series A Preferred Stock Purchase Agreement with a 2020 Freight Series A Investor.

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.

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.

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.

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 occurred over two closings, subject to customary closing conditions.

The 2020 Freight Series A Investor had 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 was a liability measured at fair value which was initially valued using a two-year discount rate and was immaterial.

We maintain majority ownership of the issued and outstanding capital stock of Freight Holding following such additional investment.

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.

The 2020 Freight Series A Investor holds two seats on the Freight Holding board of directors as of December 31, 2022.

In October 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.

In August 2022, the second closing occurred pursuant to the Freight Series A Preferred Stock Purchase Agreement and the 2020 Freight Series A Investor invested an additional $ 250 million in exchange for 124.7 million shares of Freight Series A preferred stock.

The 2020 Freight Series A Investor is considered a related party to Freight Holding.

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.

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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.

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 .

As of December 31, 2021 and 2022, 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 .

Freight Series A-1 Preferred Stock

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The accruing dividends are compounding annually, and are only payable when dividends are declared by Freight Holding’s Board.

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.

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 .

As of December 31, 2021 and 2022, 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.

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Dubai-based Careem was founded in 2012, and provides primarily ridesharing and to a lesser extent meal delivery, and payments services to millions of users in cities across the Middle East, North Africa, and Pakistan.

The acquisition has been accounted for as a business combination and advances our strategy of having a leading ridesharing category position in every major region of the world in which we operate and effect cost and technology synergies for the rest of Uber’s Mobility business.

As of December 31, 2020, ownership of Careem’s operations in Qatar and Morocco had not yet been transferred to us;

however the results of operations and net assets were fully consolidated as variable interest entities.

The acquisition was accounted for as a business combination and advances our strategy of having a leading ridesharing category position in every major region of the world in which we operate and effect cost and technology synergies for the rest of Uber’s Mobility business.

On September 21, 2021, ownership of Careem’s operations in Morocco was fully transferred to us.

Transfer of the assets and operations of Careem Qatar will be subject to a delayed closing pending timing of regulatory approval.

As of December 31, 2021 and 2022, ownership of Careem’s operations in Qatar had not be transferred to us;

however the results of operations and net assets were fully consolidated as variable interest entities.

Refer to Note 15 – Variable Interest Entities for further information.

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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.

During the year ended December 31, 2022, certain holders of the Careem Notes elected to convert their notes, resulting in immaterial amounts settled in cash and equity.

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 $ 152 million as of December 31, 2022.

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Goodwill is primarily attributed to the anticipated operational synergies.

Goodwill was recorded in our Delivery segment.

was recorded in our Delivery segment.

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.

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The loss was included in other income (expense), net in the consolidated statement of operations.

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.

In August 2021, we completed the acquisition of the remaining 45 % ownership interest (or 47 %, on a fully-diluted basis) in Cornershop in an all-stock transaction.

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.

In addition, we issued 4 million stock options to replace assumed outstanding stock options.

These replacement stock options attributable to post-acquisition service are included in our option activity and are recognized as stock-based compensation expense.

These replacement stock options attributable to post-acquisition service were included in our option activity and were recognized as stock-based compensation expense.

The acquisition was accounted for as an equity transaction, as we previously controlled and consolidated Cornershop.

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The fair value of the 4.6 million restricted shares issued to certain Cornershop employees was determined to be $ 202 million.

These shares are restricted and contingent on the employees’ continuing employment at the combined company for the next three years .

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 .

These shares are restricted and contingent on the employees’ continuing employment at the combined company for three years , beginning in August 2021.

These restricted shares are considered compensation for post-combination services and will be recognized as stock-based compensation expense ratably over three years .

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.

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.

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):

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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.

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.

The acquisition is expected to accelerate our development in the transit space.

The acquisition of Routematch was accounted for as a business combination.

Total consideration transferred included $ 85 million in cash and $ 29 million in Uber shares ( 1 million shares of our common stock).

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.

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.

Goodwill is primarily attributed to the anticipated operational synergies and was recorded in our Mobility segment.

The overall weighted average useful life of the identified amortizable intangible assets acquired is eight years .

The results of Routematch were included in our consolidated financial statements from the date of acquisition, July 14, 2020.

For the period from July 14, 2020 through December 31, 2020, Routematch contributed an immaterial amount of revenue and loss before taxes.

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.

On October 12, 2021, we completed the acquisition of Drizly, allowing us to expand alcohol offerings in our Delivery business.

The acquisition of Drizly has been accounted for as a business combination.

The acquisition of Drizly was accounted for as a business combination.

The acquisition date fair value of the consideration transferred for Drizly was approximately $ 943 million, which consisted of the following (in millions):

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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.

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

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

Current assets $ 50

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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.

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.

Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximate their fair values.

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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.

The acquisition of Transplace has been accounted for as a business combination.

The acquisition of Transplace was accounted for as a business combination.

The acquisition date fair value of the consideration transferred for Transplace was $ 2.3 billion.

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

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

Cash and cash equivalents $ 29

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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.

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):

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Certain Unaudited Pro Forma Information

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.

The following unaudited pro forma financial information presents what our results would have been had we acquired Careem, CS-Global, Postmates and Transplace in the beginning of the applicable comparable prior annual reporting period.

The 2020 pro forma includes full year results for:

our 2020 acquisitions (Careem, CS-Global, Routematch and Postmates) as well as Transplace.

our 2020 acquisitions (Careem, CS-Global and Postmates) as well as Transplace.

The 2021 pro forma includes full year results for Transplace.

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During the years ended December 31, 2020, 2021 and 2022, we completed the following divestitures:

• In 2019, divestitures consisted of the disposition of our LCR business operations.

• 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.

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The gains (losses) associated with these divestitures were included in other income (expense), net in the consolidated statements of operations.

Divestiture of LCR to Waydrive

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.

As of December 31, 2020, we collected substantially all of the c ontingent consideration receivable.

The resulting gain on disposal was not material to us.

The transaction closed on January 25, 2019.

The LCR business was included within our Mobility segment.

Divestiture of Uber Eats India to Zomato

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On May 7, 2020, we entered into a series of transactions and agreements with Lime to divest our JUMP business (the “JUMP Divestiture”).

Neutron Holdings, Inc.

Lime is incorporated in Delaware for the purpose of owning and operating a fleet of dockless e-bikes and e-scooters for short-term access use by consumers for personal transportation.

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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.

We also allowed unvested RSUs for Uber stock held by

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.

We also allowed unvested RSUs for Uber stock held by 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.

As a result, we recognized liabilities of $ 315 million as consideration for these future obligations to Aurora.

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Balance as of December 31, 2021 — — 1 1

Non-cash adjustments — — ( 1 ) ( 1 )

Balance as of December 31, 2022 $ — $ — $ — $ —

(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.

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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.

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.

(2) For the year ended December 31, 2020, the increase in the valuation allowance was primarily attributable to an increase in tax rate in the Netherlands, an increase in U.S.

federal, state and Netherlands deferred tax assets resulting from the loss from operations, and tax credits generated during the year.

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For the year ended December 31, 2022, the increase in the valuation allowance was primarily attributable to an increase in deferred tax assets resulting from the loss from operations, offset by the deferred tax impact from the transfer of certain intangible assets among our wholly-owned subsidiaries.

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data