Uber Technologies, Inc 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Pages Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 71 Consolidated Financial Statements Consolidated Balance Sheets 74 Consolidated Statements of Operations 75 Consolidated Statements of Comprehensive Income (Loss) 76 Consolidated Statements of Redeemable Non-Controlling Interests and Equity 77 Consolidated Statements of Cash Flows 80 Notes to the Consolidated Financial Statements 82 Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2022 and 2023 134 70 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Uber Technologies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 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 The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 71 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 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 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 or in exchange for Mobility or Delivery services. Management applies judgment in determining whether the Company is the principal or agent in transactions with Drivers, Merchants and end-users. This determination impacts the presentation of revenue on a gross or net basis as well as the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to end-users, to the extent they are not customers. For the year ended December 31, 2023, the Company’s Mobility and Delivery revenue, net of incentives, was $32.0 billion and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 1.7 billion, of which a significant portion relates to discounts and promotions. The principal considerations for our determination that performing procedures relating to the presentation of Mobility and Delivery revenue agreements, including incentives, discounts and promotions to Drivers, Merchants, and end-users is a critical audit matter are the significant judgment by management in assessing the presentation of revenue on a gross or net basis, as well as the presentation of incentives, discounts and promotions offered to Drivers, Merchants, and end-users, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to whether transaction attributes were appropriately analyzed and presented by management. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s revenue recognition process, including controls over the presentation of Mobility and Delivery revenue, incentives, discounts and promotions. These procedures also included, among others, testing, on a sample basis, trip transaction attributes and assessing management’s classification of new or changed agreements by examining documentation related to the agreement terms, driver statements, rider receipts, and discount, promotion and incentive terms, and assessing the impact of those terms and attributes on the presentation of revenue and income statement classification. Valuation of Insurance Reserves As described in Note 1 to the consolidated financial statements, insurance reserves is the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for certain risks retained by the Company, including auto liability, uninsured and underinsured motorist, auto physical damage, general liability, and workers’ compensation, and includes an amount for case reserves related to reported claims and an amount for losses incurred but not reported as of the balance sheet date. The estimate of the ultimate unpaid obligation utilizes generally accepted actuarial methods applied to historical claim and loss experience. In addition, management uses assumptions based on actuarial judgment related to claim and loss development patterns and expected loss costs, which consider frequency trends, severity trends, and relevant industry data. These reserves are continually reviewed by management and adjusted as experience develops and new information becomes known. The Company’s short-term and long-term insurance reserves as of December 31, 2023 totaled $6.7 billion. The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are the significant judgment by management when developing the estimate of the insurance reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the actuarial methods and management’s significant assumptions related to loss development patterns and expected loss costs. The audit effort also involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s valuation of insurance reserves, including controls over the development of the significant assumptions related to loss development patterns and expected loss costs. 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 72 appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management. /s/ PricewaterhouseCoopers LLP San Francisco, California February 15, 2024 We have served as the Company’s auditor since 2014. 73 UBER TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS (In millions, except share amounts which are reflected in thousands, and per share amounts) As of December 31, 2022 As of December 31, 2023 Assets Cash and cash equivalents $ 4,208 $ 4,680 Short-term investments 103 727 Restricted cash and cash equivalents 680 805 Accounts receivable, net of allowance of $ 80 and $ 91 , respectively 2,779 3,404 Prepaid expenses and other current assets 1,479 1,681 Total current assets 9,249 11,297 Restricted cash and cash equivalents 1,789 1,519 Restricted investments 1,614 4,779 Investments 4,401 6,101 Equity method investments 870 353 Property and equipment, net 2,082 2,073 Operating lease right-of-use assets 1,449 1,241 Intangible assets, net 1,874 1,425 Goodwill 8,263 8,151 Other assets 518 1,760 Total assets $ 32,109 $ 38,699 Liabilities, redeemable non-controlling interests and equity Accounts payable $ 728 $ 790 Short-term insurance reserves 1,692 2,016 Operating lease liabilities, current 201 190 Accrued and other current liabilities 6,232 6,458 Total current liabilities 8,853 9,454 Long-term insurance reserves 3,028 4,722 Long-term debt, net of current portion 9,265 9,459 Operating lease liabilities, non-current 1,673 1,550 Other long-term liabilities 786 832 Total liabilities 23,605 26,017 Commitments and contingencies (Note 14) Redeemable non-controlling interests 430 654 Equity Common stock, $ 0.00001 par value, 5,000,000 shares authorized for both periods, 2,005,486 and 2,071,144 shares issued and outstanding, respectively — — Additional paid-in capital 40,550 42,264 Accumulated other comprehensive loss ( 443 ) ( 421 ) Accumulated deficit ( 32,767 ) ( 30,594 ) Total Uber Technologies, Inc. stockholders' equity 7,340 11,249 Non-redeemable non-controlling interests 734 779 Total equity 8,074 12,028 Total liabilities, redeemable non-controlling interests and equity $ 32,109 $ 38,699 The accompanying notes are an integral part of these consolidated financial statements. 74 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share amounts which are reflected in thousands, and per share amounts) Year Ended December 31, 2021 2022 2023 Revenue $ 17,455 $ 31,877 $ 37,281 Costs and expenses Cost of revenue, exclusive of depreciation and amortization shown separately below 9,351 19,659 22,457 Operations and support 1,877 2,413 2,689 Sales and marketing 4,789 4,756 4,356 Research and development 2,054 2,798 3,164 General and administrative 2,316 3,136 2,682 Depreciation and amortization 902 947 823 Total costs and expenses 21,289 33,709 36,171 Income (loss) from operations ( 3,834 ) ( 1,832 ) 1,110 Interest expense ( 483 ) ( 565 ) ( 633 ) Other income (expense), net 3,292 ( 7,029 ) 1,844 Income (loss) before income taxes and income from equity method investments ( 1,025 ) ( 9,426 ) 2,321 Provision for (benefit from) income taxes ( 492 ) ( 181 ) 213 Income (loss) from equity method investments ( 37 ) 107 48 Net income (loss) including non-controlling interests ( 570 ) ( 9,138 ) 2,156 Less: net income (loss) attributable to non-controlling interests, net of tax ( 74 ) 3 269 Net income (loss) attributable to Uber Technologies, Inc. $ ( 496 ) $ ( 9,141 ) $ 1,887 Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders: Basic $ ( 0.26 ) $ ( 4.64 ) $ 0.93 Diluted $ ( 0.29 ) $ ( 4.65 ) $ 0.87 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: Basic 1,892,546 1,972,131 2,035,651 Diluted 1,895,519 1,974,928 2,091,782 The accompanying notes are an integral part of these consolidated financial statements. 75 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) Year Ended December 31, 2021 2022 2023 Net income (loss) including non-controlling interests $ ( 570 ) $ ( 9,138 ) $ 2,156 Other comprehensive income, net of tax: Change in foreign currency translation adjustment 57 81 17 Change in unrealized gain (loss) on investments in available-for-sale debt securities ( 46 ) — 5 Other comprehensive income, net of tax 11 81 22 Comprehensive income (loss) including non-controlling interests ( 559 ) ( 9,057 ) 2,178 Less: comprehensive income (loss) attributable to non-controlling interests ( 74 ) 3 269 Comprehensive income (loss) attributable to Uber Technologies, Inc. $ ( 485 ) $ ( 9,060 ) $ 1,909 The accompanying notes are an integral part of these consolidated financial statements. 76 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 Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 2020 $ 787 1,849,794 $ — $ 35,931 $ ( 535 ) $ ( 23,130 ) $ 701 $ 12,967 Exercise of stock options — 9,440 — 101 — — — 101 Stock-based compensation — — — 1,204 — — — 1,204 Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06 — — — ( 243 ) — — — ( 243 ) Reclassification of share-based award liability to additional paid-in capital — — — 4 — — — 4 Issuance of common stock under the Employee Stock Purchase Plan — 2,770 — 107 — — — 107 Issuance of common stock as consideration for acquisitions — 19,377 — 929 — — — 929 Issuance of common stock for settlement of Careem Convertible Notes — 4,225 — 232 — — — 232 Issuance of common stock for settlement of contingent consideration liability — 2,252 — 102 — — — 102 Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest — 4,641 — — — — — — Re-measurement of non-controlling interest 1,052 — — ( 1,058 ) — — — ( 1,058 ) Acquisition of non-controlling interests ( 1,194 ) 20,641 — 1,327 — — — 1,327 Recognition of non-controlling interest upon sale of Freight Holding preferred stock — — — — — — 675 675 Derecognition of non-controlling interests upon divestiture ( 356 ) — — — — — ( 701 ) ( 701 ) Issuance of common stock for settlement of RSUs — 36,703 — — — — — — Shares withheld related to net share settlement — ( 527 ) — ( 28 ) — — — ( 28 ) Unrealized loss on investments in available-for-sale debt securities, net of tax — — — — ( 46 ) — — ( 46 ) Foreign currency translation adjustment — — — — 57 — — 57 Net income (loss) ( 85 ) — — — — ( 496 ) 12 ( 484 ) Balance as of December 31, 2021 $ 204 1,949,316 $ — $ 38,608 $ ( 524 ) $ ( 23,626 ) $ 687 $ 15,145 The accompanying notes are an integral part of these consolidated financial statements. 77 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 Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 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. 78 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 Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-redeemable Non-Controlling Interests Total Equity Shares Amount Balance as of December 31, 2022 $ 430 2,005,486 $ — $ 40,550 $ ( 443 ) $ ( 32,767 ) $ 734 $ 8,074 Exercise of stock options — 7,747 — 46 — — — 46 Stock-based compensation — — — 1,983 — — — 1,983 Issuance of common stock for settlement of RSUs — 53,027 — — — — — — Issuance of common stock under the Employee Stock Purchase Plan — 5,578 — 130 — — — 130 Shares withheld related to net share settlement — ( 435 ) — ( 18 ) — — — ( 18 ) Repurchase of restricted common stock awards — ( 259 ) — — — — — — Re-measurement of non-controlling interest 286 — — ( 286 ) — — — ( 286 ) Purchase of capped calls — — — ( 141 ) — — — ( 141 ) Unrealized gain on investments in available-for-sale debt securities, net of tax — — — — 5 — — 5 Foreign currency translation adjustment — — — — 17 — — 17 Net income (loss) ( 62 ) — — — — 2,173 45 2,218 Balance as of December 31, 2023 $ 654 2,071,144 $ — $ 42,264 $ ( 421 ) $ ( 30,594 ) $ 779 $ 12,028 The accompanying notes are an integral part of these consolidated financial statements. 79 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2021 2022 2023 Cash flows from operating activities Net income (loss) including non-controlling interests $ ( 570 ) $ ( 9,138 ) $ 2,156 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 902 947 823 Bad debt expense 109 114 92 Stock-based compensation 1,168 1,793 1,935 Loss from sale of investments ( 413 ) — 74 Gain on business divestitures ( 1,684 ) ( 14 ) ( 204 ) Deferred income taxes ( 692 ) ( 441 ) 26 Impairments of goodwill, long-lived assets and other assets 116 28 86 Impairment of equity method investment — 182 — Loss (income) from equity method investments, net 37 ( 107 ) ( 48 ) Unrealized (gain) loss on debt and equity securities, net ( 1,142 ) 7,045 ( 1,610 ) Revaluation of MLU B.V. call option — ( 191 ) — Unrealized foreign currency transactions 38 96 138 Other 4 ( 7 ) ( 48 ) Change in assets and liabilities, net of impact of business acquisitions and disposals: Accounts receivable ( 597 ) ( 542 ) ( 758 ) Prepaid expenses and other assets ( 236 ) ( 196 ) ( 1,462 ) Collateral held by insurer 860 — — Operating lease right-of-use assets 165 193 191 Accounts payable 90 ( 133 ) 64 Accrued insurance reserves 516 736 2,015 Accrued expenses and other liabilities 1,068 492 295 Operating lease liabilities ( 184 ) ( 215 ) ( 180 ) Net cash provided by (used in) operating activities ( 445 ) 642 3,585 Cash flows from investing activities Purchases of property and equipment ( 298 ) ( 252 ) ( 223 ) Purchases of non-marketable equity securities ( 982 ) ( 14 ) ( 52 ) Purchases of marketable securities ( 1,113 ) ( 1,708 ) ( 8,774 ) Proceeds from sale of non-marketable equity securities 500 — — Proceeds from maturities and sales of marketable securities 2,291 376 5,069 Proceeds from sale of equity method investments 1,000 — 721 Proceeds from business divestiture — 26 — Acquisition of businesses, net of cash acquired ( 2,314 ) ( 59 ) — Purchase of notes receivables ( 297 ) — — Other investing activities 12 ( 6 ) 33 Net cash used in investing activities ( 1,201 ) ( 1,637 ) ( 3,226 ) Cash flows from financing activities Proceeds from issuance and sale of subsidiary stock units 675 255 — Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 107 92 130 Issuance of term loan and notes, net of issuance costs 1,766 — 2,824 Purchase of Capped Calls — — ( 141 ) 80 UBER TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended December 31, 2021 2022 2023 Principal repayment on term loan and notes ( 309 ) — ( 2,675 ) Principal repayment on Careem Notes ( 307 ) ( 80 ) ( 25 ) Principal payments on finance leases ( 226 ) ( 184 ) ( 171 ) Other financing activities 74 ( 68 ) ( 37 ) Net cash provided by (used in) financing activities 1,780 15 ( 95 ) Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents ( 69 ) ( 148 ) 63 Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents 65 ( 1,128 ) 327 Cash and cash equivalents, and restricted cash and cash equivalents Beginning of period 7,391 7,805 6,677 Reclassification from (to) assets held for sale during the period 349 — — End of period, excluding cash classified within assets held for sale $ 7,805 $ 6,677 $ 7,004 Supplemental disclosures of cash flow information Cash paid for: Interest, net of amount capitalized $ 449 $ 513 $ 629 Income taxes, net of refunds 87 175 234 Non-cash investing and financing activities: Finance lease obligations 184 349 216 Right-of-use assets obtained in exchange for lease obligations 273 329 84 Common stock issued in connection with acquisitions 1,868 — — Ownership interest received in exchange for divestitures 1,018 — 300 Conversion of convertible notes to common stock related to Careem 232 — — The accompanying notes are an integral part of these consolidated financial statements. 81 UBER TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business Uber Technologies, Inc. (“Uber,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). Uber connects consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connects Riders and other consumers (“Eaters”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers (“Couriers”) for meal preparation, grocery and other delivery services. Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Couriers are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks. Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. Uber is also developing technologies designed to provide new solutions to solve everyday problems. Our technology is used around the world, principally in the United States (“U.S.”) and Canada, Latin America, Europe (excluding Russia), the Middle East, Africa, and Asia (excluding China and Southeast Asia). Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We consolidate our wholly-owned subsidiaries and majority-owned subsidiaries over which we exercise control, and variable interest entities (“VIEs”) where we are deemed to be the primary beneficiary. Refer to Note 15 – Variable Interest Entities for further information. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates estimates, including, but not limited to: fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of amortizable long-lived assets; fair value of acquired intangible assets and related impairment assessments; impairment of goodwill; stock-based compensation; income taxes and non-income tax reserves; certain deferred tax assets and tax liabilities; insurance reserves; and other contingent liabilities. These estimates are inherently subject to judgment and actual results could differ from those estimates. Concentration of Credit Risk 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. government and agency securities, and investment-grade corporate debt securities. Our investment policy limits the amount of credit exposure with any one financial institution or commercial issuer. Cash deposits typically exceed insured limits and are placed with financial institutions around the world that we believe are of high credit quality. We have not experienced any material losses related to these concentrations during the periods presented. Our other receivables include funds withheld by well-established insurance companies with high credit quality that may be used to cover future settlement of reserved insurance claims. We rely on a limited number of third parties to provide payment processing services (“payment service providers”) to collect amounts due from end-users. Payment service providers are financial institutions or credit card companies that we believe are of high credit quality. No customers accounted for 10% or more of revenue for the years ended December 31, 2021, 2022 and 2023. 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, 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. Cash includes amounts collected on behalf of, but not yet remitted to Drivers and Merchants, which are included in accrued and other current liabilities on the consolidated balance sheets. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are pledged as security for letters of credit or other collateral amounts established by us for certain insurance policies and also include cash and cash equivalents that are unavailable for immediate use due to legal and/or contractual restrictions. Restricted cash and cash equivalents are classified as current and non-current assets based on the contractual or estimated term of the remaining restriction. The reconciliation of cash and cash equivalents and restricted cash and cash equivalents 82 to amounts presented in the consolidated statements of cash flows are as follows (in millions): As of December 31, 2021 2022 2023 Cash and cash equivalents $ 4,295 $ 4,208 $ 4,680 Restricted cash and cash equivalents - current 631 680 805 Restricted cash and cash equivalents - non-current 2,879 1,789 1,519 Total cash and cash equivalents, and restricted cash and cash equivalents $ 7,805 $ 6,677 $ 7,004 Collateral Held by Insurer Collateral held by insurer represents funds held by James River Group companies (“James River”). 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. 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. Accordingly, the funds were reclassified from c ollateral held by insurer to non-current restricted cash and cash equivalents on our consolidated balance sheet as of December 31, 2021. Legacy Auto Insurance Transfer On September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive insurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance Agreement (the “LPTA”) with James River effective July 1, 2021. Pursuant to the LPTA, our captive insurance subsidiary reinsured certain automobile liability insurance risks relating to activity on our platform between 2013 and 2019 in exchange for payment by James River to our captive insurance subsidiary of a premium in the amount of $ 345 million (“Premium”). Subsequent to the LPTA, we retain substantially all of the liabilities on these policies when taken together with previous risk transfer arrangements. In connection with the LPTA, claims administered by James River were transferred to a third-party claims administrator for ongoing handling (the “Transferred Claims”) at our expense. 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents: (i) uncollected payments from end-users for completed transactions where 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. The portion of the receivable to be remitted to Drivers and Merchants is included in accrued and other current liabilities. Refer to Note 9 – Supplemental Financial Statement Information for amounts payable to Drivers and Merchants. Although we pre-authorize forms of payment to mitigate our exposure, we bear the cost of any accounts receivable losses. 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. The allowance for doubtful accounts is 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. Chargebacks and credit card losses were $ 246 million, $ 286 million and $ 245 million for the years ended December 31, 2021, 2022 and 2023, respectively. 83 Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed using the straight‑line method over the estimated useful lives of the assets, which are as follows: Property and Equipment Estimated Useful Life Land Indefinite Buildings 30 - 45 years Site improvements 5 - 15 years Computer equipment 3 - 5 years Furniture and fixtures 3 - 5 years Internal-use software 2 years Leased computer equipment Shorter of estimated useful life or lease term Leasehold improvements Shorter of estimated useful life or lease term When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred. We capitalize certain costs, such as compensation costs, including stock-based compensation, and interest incurred on outstanding debt, in developing internal-use software once planning has been completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will function as intended. Amortization of such costs occurs on a straight-line basis over the estimated useful life of the related asset and begins once the asset is ready for its intended use. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. In addition, we capitalize interest incurred on outstanding debt during the period of construction-in-progress of certain assets. Leases 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. We made a policy election not to separate non-lease components from lease components, therefore, we account for lease and non-lease components as a single lease component. We also elected the short-term lease recognition exemption for all leases that qualify. We determine if a contract contains a lease at inception of the arrangement based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are recognized as the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. 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. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in our lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. Operating leases are included in operating lease ROU assets, operating lease liabilities, current and operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in property and equipment, net, accrued and other current liabilities, and other long-term liabilities on our consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term. For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method. Acquisitions We account for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any 84 subsequent adjustments are recorded in the consolidated statements of operations. Refer to Note 17 – Business Combinations for further information. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to the quantitative assessment. The quantitative assessment compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Refer to Note 7 – Goodwill and Intangible Assets for further information. Intangible Assets, Net 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. Refer to Note 7 – Goodwill and Intangible Assets for further information. Investments Equity Securities Accounting for our equity securities varies depending on the marketability of the security and the type of investment. Our marketable equity securities in publicly traded companies are measured at fair value with unrealized gains and losses recognized in the consolidated statements of operations. Certain investments in non-marketable equity securities are measured at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. We reassess non-marketable equity securities at each reporting period to determine whether they have a readily determinable fair value, in which case they would no longer be eligible for fair value measurement alternative. Non-marketable equity securities that we elected to apply the fair value option and equity securities with a readily determinable fair value are measured at fair value on a recurring basis with changes in fair value recognized in the consolidated statements of operations. We evaluate our non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities. 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. Debt Securities Accounting for our debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in debt securities are classified as available-for-sale and are initially recorded at fair value. 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. We record certain of our debt securities at fair value with the changes in fair value recorded in earnings under the fair value option of accounting for financial instruments. As of December 31, 2023, 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 sheets. 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”). 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). In circumstances 85 where we intend to sell, or are more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost. In circumstances where neither condition exists, we then evaluate whether a decline is due to credit-related factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying loan obligors, credit ratings actions, as well as other factors. To determine the portion of a decline in fair value that is credit-related, we compare the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit loss on the consolidated balance sheet with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. 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, 2023, restricted investments on the consolidated balance sheets 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 Investments in common stock or in-substance common stock of entities that provide us with the ability to exercise significant influence, but not a controlling financial interest, over the investee are accounted for under the equity method of accounting, unless the fair value option is elected. Investments accounted for under the equity method are initially recorded at cost. Subsequently, we recognize through the consolidated statements of operations and as an adjustment to the investment balance, our proportionate share of the investees’ net income or loss and the amortization of basis differences. We record our share of the results of equity method investments one quarter in arrears as income (loss) from equity method investment, net of tax in the consolidated statements of operations. We evaluate each of our equity method investments at the end of each reporting period to determine whether events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. 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. This evaluation consists of several qualitative and quantitative factors including recent financial results and operating trends of the investee; implied values in recent transactions of investee securities; other publicly available information that may affect the value of our investments. Evaluation of Long-Lived Assets for Impairment We evaluate our held-and-used long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. We measure the recoverability of the asset group by comparing the carrying amount of such asset groups to the future undiscounted cash flows it expects the asset group to generate. If we consider the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. Fair Value Measurements and Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), we use the fair value hierarchy, which prioritizes the inputs used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are set forth below: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. 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. 86 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. Variable Interest Entities We evaluate our ownership, contractual, and other interests in entities to determine if we have a variable interest in an entity. These evaluations are complex, involve judgment and the use of estimates and assumptions based on available historical and prospective information, among other factors. If we determine that an entity for which we hold a contractual or ownership interest in is a VIE and that we are the primary beneficiary, we consolidate such entity in the consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Periodically, we determine whether any changes in the interest or relationship with the entity impact the determination of whether the entity is still a VIE and whether we are still the primary beneficiary. If we are not deemed to be the primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE in accordance with applicable GAAP. Refer to Note 15 – Variable Interest Entities for further information. Revenue Recognition We recognize revenue when or as we satisfy our obligations. We derive revenue from Drivers’ and Merchants’ use of our platform, on-demand lead generation, and related services, including facilitating payments from end-users. The service enables Drivers and Merchants to seek, receive and fulfill on-demand requests from end-users seeking Mobility or Delivery services (collectively the “Uber Service”). In certain markets we also generate revenue from end-users. In these markets, we charge end-users a direct fee for use of the platform or in exchange for Mobility or Delivery services. Additionally, we derive revenue from customers' use of Freight services. We periodically reassess our revenue recognition policies as business models and other factors evolve. Mobility and Delivery Agreements We primarily enter into Master Services Agreements (“MSA”) with Drivers and Merchants to use the platform. The MSA defines the service fee we charge Drivers and Merchants for each transaction. Upon acceptance of a transaction, Drivers and Merchants agree to perform the services as requested by an end-user. The acceptance of a transaction request combined with the MSA establishes enforceable rights and obligations for each transaction. A contract exists between us and the Drivers and Merchants after the Drivers and Merchants accept a transaction request and the Drivers’ and Merchants’ ability to cancel the transaction lapses. 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 markets where we are responsible for Mobility services to end-users, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user. In markets where we are responsible for Delivery services to end-users, Merchants and end-users are our customers. In addition to our performance obligation to Merchants, our performance obligation to end-users is to provide delivery services. In certain markets, we charge Mobility and Delivery end-users a fee to use the platform. In these transactions, in addition to performance obligations to Drivers and Merchants, we have a performance obligation to end-users to connect end-users to Drivers and Merchants in the marketplace. Principal vs. Agent Considerations Judgment is required in determining whether we are the principal or agent in transactions with Drivers, Merchants and end-users. We evaluate the presentation of revenue on a gross or net basis based on whether we control the service provided to the end-user and are the principal (i.e. “gross”), or we arrange for other parties to provide the service to the end-user and are an agent (i.e. “net”). This determination also impacts the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to end-users to the extent they are not customers. In Mobility and Delivery transactions where our role is to provide the Uber Service to Drivers and Merchants to facilitate a successful trip or Delivery service, we do not control and are not primarily responsible for the good or service provided by Drivers and Merchants to end-users. In these transactions, Mobility and Delivery revenue is recorded on a net basis. In certain other markets, we agree to provide Mobility or Delivery services to end-users for a fee. In these markets, we are primarily responsible for the services and present the respective Mobility and Delivery revenue on a gross basis. Payments to Drivers and Couriers in exchange for their services are recorded as cost of revenue, exclusive of depreciation and amortization. 87 Mobility We derive our Mobility revenue 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, amounts charged to end-users for Mobility services, and fees charged to end-users for use of the platform in certain markets. We recognize revenue when a trip is complete. Depending on the market where the trip is completed, the service fee is either a fixed percentage of the end-user fare or the difference between the amount paid by an end-user and the amount earned by Drivers. In markets where we earn the difference between the amount paid by an end-user and the amount earned by Drivers, end-users are quoted a fixed upfront price for ridesharing services while we pay Drivers based on actual time and distance for the ridesharing services provided. We typically receive the service fee within a short period of time following the completion of a trip. In certain markets, end-users have the option to pay cash for trips. Service fees for cash trips are recognized only when collected from Drivers as we concluded that collectability of such amounts is not probable until collected. Mobility revenue also includes immaterial revenue streams such as our financial partnerships products. Delivery We derive our Delivery revenue from service fees paid by Couriers and Merchants for use of the platform and related service to successfully complete meal preparation, grocery and other delivery service on the platform, amounts charged to end-users for Delivery services, and fees charged to end-users for use of the platform in certain markets. We recognize revenue when a Delivery transaction is complete. In the majority of transactions, the service fee paid by Merchants is a fixed percentage of the meal price. The service fee paid by Couriers is the difference between the delivery fee amount paid by the end-user and the amount earned by the Couriers. End-users are quoted a fixed price for the meal delivery while we pay Couriers based on time and distance for the delivery. We typically receive the service fee within a short period of time following the completion of a delivery. Freight We derive our Freight revenue from freight transportation services provided to Shippers. Brokerage Brokerage revenue represents the gross amount of fees charged to Shippers for our services because we control the service provided to customers. Costs incurred with carriers for Brokerage are recorded in cost of revenue. Shippers contract with us to utilize our network of independent freight carriers to transport freight. We enter into contracts with Shippers that define the price for each shipment and payment terms. Our acceptance of the shipment request establishes enforceable rights and obligations for each contract. By accepting the Shipper's order, we have responsibility for transportation of the shipment from origin to destination. We enter into separate contracts with independent freight carriers and are responsible for payment of freight charges to the carrier regardless of payment by the Shipper. We invoice the Shipper upon satisfaction of our sole performance obligation to transport a Shipper’s freight using our network of independent freight carriers. We recognize revenue associated with our performance obligation over the contract term, which represents our performance over the period of time a shipment is in transit. While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material. Payment for our services is generally due within 30 to 45 days upon receipt of invoice. Transportation Management We provide an integrated logistics and transportation service, which can include shipment planning, freight optimization, carrier assignment, load management, freight audit and payment processing and other related transportation services. Our sole performance obligation in these contracts is the integration of these services to transport the Shipper’s freight on a shipment-by-shipment basis. The majority of our transportation management revenue is recognized on a gross basis in the amount of gross fees charged to Shippers upon satisfaction of our performance obligation because we control the service provided to customers. Costs incurred with carriers for these transactions are recorded in cost of revenue. In transactions where we do not control the service provided to customers, we recognize revenue on a net basis. Revenue is recognized as our performance obligation is satisfied, which generally represents the transit period from origin to destination by a third-party carrier. While the transit period of our contracts can vary based on origin and destination, contracts still in transit at period end are not material. Payment for our services is generally due within 30 to 60 days upon completion of our performance obligation. Principal vs. Agent Considerations Judgment is required in determining whether we are the principal or agent in transactions with Shippers. 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 as 88 we do not have latitude in carrier selection and establishing rates with the Carrier. Revenue is recognized on a net basis for these transactions. 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 Incentives provided to customers are recorded as a reduction of revenue if we do not receive a distinct good or service or cannot reasonably estimate the fair value of the good or service received. Incentives to customers that are not provided in exchange for a distinct good or service are evaluated as variable consideration, in the most likely amount to be earned by the customer at the time or as they are earned by customers, depending on the type of incentive. Since incentives are earned over a short period of time, there is limited uncertainty when estimating variable consideration. Incentives earned by customers for referring new customers are paid in exchange for a distinct service and are accounted for as customer acquisition costs. We expense such referral payments as incurred in sales and marketing expenses in the consolidated statements of operations. We expense costs to acquire new customer contracts as incurred because the amortization period would be one year or less. The amount recorded as an expense is the lesser of the amount of the incentive paid or the established fair value of the service received. Fair value of the service is established using amounts paid to vendors for similar services. The amounts paid to customers presented as sales and marketing expenses for the years ended December 31, 2021, 2022 and 2023 were immaterial. In some transactions, incentives and payments made to customers may exceed the revenue earned in the transaction. In these transactions, the resulting shortfall amount is recorded as a reduction of revenue. End-User Discounts and Promotions We offer discounts and promotions to end-users to encourage use of our platform. These are offered in various forms of discounts and promotions and include: Targeted end-user discounts and promotions : These discounts and promotions are offered to a limited number of end-users in a market to acquire, re-engage, or generally increase end-users use of the Platform, and are akin to a coupon. An example is an offer providing a discount on a limited number of rides or deliveries during a limited time period. We record the cost of these discounts and promotions to end-users who are not our customers as sales and marketing expenses at the time they are redeemed by the end-user. End-user referrals : These referrals are earned when an existing end-user (the referring end-user) refers a new end-user (the referred end-user) to the platform and the new end-user who is not our customer completes their first transaction on the platform. These referrals are typically paid in the form of a credit given to the referring end-user. These referrals are offered to attract new end-users to the Platform. We record the liability for these referrals and corresponding expenses as sales and marketing expenses at the time the referral is earned by the referring end-user. Market-wide promotions : These promotions are pricing actions in the form of discounts that reduce the end-user fare charged by Drivers and Merchants to end-users who are not our customers for all or substantially all Mobility or Delivery offerings in a specific market. This also includes any discounts offered under our subscription offerings and certain discounts within the Uber Rewards programs, which enable end-users to receive a fixed fare or a discount on all eligible rides. Accordingly, we record the cost of these promotions as a reduction of revenue at the time the transaction is completed. Refunds and Credits Refunds and credits to end-users due to end-user dissatisfaction with the Platform are recorded as sales and 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. Other We have elected to exclude from revenue, taxes assessed by a governmental authority that are both imposed on and are concurrent with specific revenue producing transactions, and collected from Drivers, Merchants and end-users and remitted to governmental authorities. Accordingly, such amounts are not included as a component of revenue or cost of revenue. Practical Expedients We have utilized the practical expedient available under ASC 606-10-50-14 and do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. We have no significant financing components in our contracts with customers. 89 Stock-Based Compensation We account for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques. Subsequent to our IPO in May 2019, the fair value of common stock was determined on the grant date using the closing price of our common stock. Service-Based Awards We record stock-based compensation expense for service-based stock options and restricted stock units (“RSU(s)”) on a straight-line basis over the requisite service period, which is generally four years . For stock options with service-based vesting conditions only, the valuation model, typically the Black-Scholes option-pricing model, incorporates various assumptions including expected stock price volatility, expected term and risk-free interest rates. We estimate the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of our own shares or comparable publicly traded companies in our industry group. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected term. We estimate the expected term based on the simplified method for employee stock options considered to be “plain vanilla” options, as our historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. We estimate the expected term for non-employees’ options based on the contractual term. The expected dividend yield is 0.0 % as we have not paid and do not anticipate paying dividends on our common stock. Performance-Based Awards 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 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 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. For performance-based SARs, stock options, and warrants, we determine the grant-date fair value utilizing the valuation model as described above for service-based awards. Market-Based Awards We have granted RSUs and stock options that vest only upon the satisfaction of the following conditions: 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. The market-based conditions are satisfied upon our achievement of specified fully-diluted equity values, as determined based on our stock price. For market-based awards, we determine the grant-date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. We estimate the volatility of common stock on the date of grant based on historical volatility of Uber’s stock price. We estimate the expected term based on various exercise scenarios. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. We record stock-based compensation expense for market-based equity awards such as RSUs and stock options on an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable to be satisfied. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period. Employee Stock Purchase Plan (“ESPP”) We recognize stock-based expenses related to shares issued pursuant to our 2019 ESPP on a straight-line basis over the offering period. The ESPP provides for twelve-month offering periods, and each offering period includes two purchase periods of approximately six months . The ESPP allows eligible employees to purchase shares of our common stock at a 15 percent discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. 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. We determine volatility over 90 an expected term of six months and twelve months based on our historical volatility. We estimate the expected term based on the contractual term. Income Taxes We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements. We account for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for (benefit from) income taxes in the consolidated statements of operations. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more-likely-than-not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, excess tax benefits related to stock-based compensation, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our 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. 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”). We have elected to treat any potential GILTI inclusions as a period cost. The establishment of deferred tax assets from intra-entity transfers of intangible assets requires management to make significant estimates and assumptions to determine the fair value of such intangible assets. Significant estimates in valuing intangible assets may include, but are not necessarily limited to, internal revenue and expense forecasts, the estimated life of the intangible assets, comparable transaction values, and/or discount rates. The discount rates used to discount expected future cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks related to the cash flow. Although we believe the assumptions and estimates utilized are reasonable and appropriate, they are based, in part, on historical experience, internal and external comparable data and are inherently uncertain. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. Expenses Set forth below is a brief description of the components of our expenses: • Cost of revenue, exclusive of depreciation and amortization, primarily consists of costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for Mobility and Delivery services and pay Drivers and Couriers for services, certain insurance costs related to our Mobility and Delivery offerings, costs incurred with Carriers for Uber Freight transportation services, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, and amounts related to fare chargebacks and other credit card losses . • 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. Also included is the cost of customer support, Driver background checks and the allocation of certain corporate costs. • Sales and marketing expenses primarily consist of advertising costs, product marketing costs, discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers, compensation costs, including stock-based compensation to sales and marketing employees, and the allocation of certain corporate costs. We expense advertising and other promotional expenditures as incurred. Advertising expenses totaled $ 1.7 billion for each of the years ended December 31, 2021, 2022 and 2023. Discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 2.4 billion, $ 2.2 billion, and $ 1.7 billion for the years ended December 31, 2021, 2022 and 2023, respectively. • Research and development expenses primarily consist of compensation costs, including stock-based compensation, for employees in engineering, design and product development. Expenses also include ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs. 91 • General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and general corporate insurance costs. General and administrative expenses also include certain legal settlements. • Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, furniture and fixtures, and amortization of intangible assets. Restructuring and Related Charges Costs associated with management-approved restructuring activities, including reductions in headcount, exiting a market or consolidation of facilities are recognized when they are incurred and may include employee termination benefits, impairment of long-lived assets (including impairment of operating lease right-of-use assets), contract termination costs and accelerated lease cost for right-of-use assets that ceased to be used. We record a liability for employee termination benefits either when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated or when management has communicated the termination plan to employees and all of the following conditions have been met: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. We accrue for costs to terminate contracts other than a lease when we terminate the contract in accordance with the contract terms. Costs that will continue to be incurred for the remaining term of a contract that is not a lease, and provide no economic benefits to us are recognized at the cease-use date. Costs associated with lease contracts are accounted for under the leasing accounting guidance or under the long-lived assets accounting guidance. Restructuring and related charges are recognized as an operating expense within the consolidated statements of operations and are classified based on our classification policy for each category of operating expense. Personnel costs are classified based on each employee’s classification, lease costs (including impairments of right-of-use assets) are classified in the same expense line item where each lease’s rent expense was recognized and impairment of other long-lived assets are recorded within general and administrative expenses. Foreign Currency The functional currency of our foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries’ activities. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other income (expense), net in the consolidated statements of operations. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive income (loss), a separate component of total equity (deficit). Net Income (Loss) Per Share Attributable to Common Stockholders We compute net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Our restricted common stock, and common stock issued upon early exercise of stock options are participating securities. 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. Insurance Reserves We use a combination of third-party insurance and self-insurance mechanisms, including a wholly-owned captive insurance subsidiary, to provide for the potential liabilities for certain risks, including auto liability, uninsured and underinsured motorist, auto physical damage, general liability, and workers’ compensation. Insurance reserves is the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for risks retained by us and includes an amount for case reserves related to reported claims and an amount for losses incurred but not reported as of the balance sheet date. The estimate of the ultimate unpaid obligation utilizes generally accepted actuarial methods applied to historical claim and loss experience. In addition, we use assumptions based on actuarial judgment related to claim and loss development patterns and expected loss costs, which consider frequency trends, severity trends, and relevant industry data. These reserves are continually reviewed and adjusted as experience develops and new information becomes known. Adjustments, if any, relating to accidents that occurred in prior years are reflected in 92 the current year results of operations. Reserve amounts estimated to be settled within one year are recorded in short-term insurance reserves, with longer term settlements recorded in long-term insurance reserves on the consolidated balance sheets. While management believes that the insurance reserve amount is adequate, the ultimate liability may be in excess of, or less than, the amount provided. All estimates of ultimate losses and allocated loss adjustment expenses, and of resulting reserves, are subject to inherent variability caused by the nature of the insurance claim settlement process. Such variability is increased for us due to limited historical experience and the nature of the coverage provided. Actual results depend upon the outcome of future contingent events and can be affected by many factors, such as claims settlement processes and changes in the economic, legal, and social environments. As a result, the net amounts that will ultimately be paid to settle the liability and when these amounts will be paid may vary from the estimate provided on the consolidated balance sheets. Loss Contingencies We are involved in legal proceedings, claims, and regulatory, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. The outcomes of litigation, indirect tax examinations and investigations are inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations, financial condition, or cash flows, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. We recognize estimated losses from contingencies that relate to proceedings in which Drivers are the plaintiffs, or proceedings and regulatory penalties against Drivers for which we elect to either pay on behalf of or reimburse Drivers, as a reduction of revenue in the consolidated statements of operations. All other estimated losses from contingencies are recognized in general and administrative expenses. Legal fees and other costs associated with such actions are expensed as incurred. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if it had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. We adopted the ASU on January 1, 2023 and will apply the guidance prospectively for future acquisitions. 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. We adopted the ASU on January 1, 2023. Recently Issued Accounting Pronouncements Not Yet Adopted 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 November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after 93 December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements. Note 2 – Revenue The following tables present our revenues disaggregated by offering and geographical region. Revenue by geographical region is based on where the transaction occurred. This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in millions): Year Ended December 31, 2021 2022 2023 Mobility revenue (1) $ 6,953 $ 14,029 $ 19,832 Delivery revenue (1) 8,362 10,901 12,204 Freight revenue 2,132 6,947 5,245 All Other revenue 8 — — Total revenue $ 17,455 $ 31,877 $ 37,281 (1) We offer subscription memberships to end-users including Uber One, Uber Pass, Rides Pass, and Eats Pass (“Subscription”). We recognize Subscription fees ratably over the life of the pass. We allocate Subscription fees earned to Mobility and Delivery revenue on a proportional basis, based on usage for each offering during the respective period. Year Ended December 31, 2021 2022 2023 United States and Canada ("US&CAN") $ 10,094 $ 19,474 $ 20,436 Latin America ("LatAm") 1,417 1,978 2,512 Europe, Middle East and Africa ("EMEA") 3,213 6,944 9,904 Asia Pacific ("APAC") 2,731 3,481 4,429 Total revenue $ 17,455 $ 31,877 $ 37,281 Revenue Mobility Revenue We derive revenue 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. 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 and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform. 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. Freight Revenue 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 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. 94 All Other Revenue Prior to 2022, All Other revenue primarily includes collaboration revenue related to Apparate USA LLC (“Apparate” or the “ATG Business”). ATG Business 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 our ATG Business to Aurora Innovation, Inc. (“Aurora”). Refer to Note 18 – Divestitures for further information. Contract Balances and Remaining Performance Obligation Contract liabilities represent consideration collected prior to satisfying our performance obligations. As of December 31, 2023, we had $ 122 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 contracts during 2021, 2022 and 2023 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): Less Than or Equal To 12 Months Greater Than 12 Months Total As of December 31, 2023 $ 22 $ 100 $ 122 Note 3 – Investments and Fair Value Measurement Investments Our investments on the consolidated balance sheets consisted of the following as of December 31, 2022 and 2023 (in millions): As of December 31, 2022 2023 Classified as short-term investments: Marketable debt securities (1) : U.S. government and agency securities $ 44 $ 253 Commercial paper 46 288 Corporate bonds 13 181 Certificates of deposit — 5 Short-term investments $ 103 $ 727 Classified as restricted investments: Marketable debt securities (1) : U.S. government and agency securities $ 1,614 $ 4,426 Commercial paper — 17 Corporate bonds — 77 Certificates of deposit — 259 Restricted investments $ 1,614 $ 4,779 Classified as investments: Non-marketable equity securities: Didi $ 1,802 $ 2,245 Other (2) 312 329 Marketable equity securities Grab 1,726 1,806 Aurora 364 1,425 Other 87 170 Notes receivable from a related party (2), (3) 110 126 Investments $ 4,401 $ 6,101 (1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents. 95 (2) These balances include certain investments recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting for financial instruments. (3) Consists of the Lime Convertible Note. Neutron Holdings, Inc. (“Lime”) is considered a related party as a result of our investment in Lime Common Stock. For further information, see the section titled “Lime Investments” below. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions): As of December 31, 2022 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 1,005 $ — $ — $ 1,005 $ 1,153 $ — $ — $ 1,153 U.S. government and agency securities — 1,975 — 1,975 — 4,840 — 4,840 Commercial paper — 76 — 76 — 351 — 351 Corporate bonds — 15 — 15 — 263 — 263 Certificates of deposit — — — — — 266 — 266 Non-marketable equity securities — — 3 3 — — — — Marketable equity securities 2,177 — — 2,177 3,401 — — 3,401 Notes receivable from a related party — — 110 110 — — 126 126 Total financial assets $ 3,182 $ 2,066 $ 113 $ 5,361 $ 4,554 $ 5,720 $ 126 $ 10,400 Financial Liabilities MLU B.V. Call Option (1) $ — $ — $ 2 $ 2 $ — $ — $ — $ — Total financial liabilities $ — $ — $ 2 $ 2 $ — $ — $ — $ — (1) For further information, see Note 4 - Equity Method Investments. As of December 31, 2022 and 2023, the amortized cost of our debt securities measured at fair value on a recurring basis approximates fair value. We did not record any material unrealized gains or losses, or credit losses as of December 31, 2022 and 2023. The weighted-average remaining maturity of our debt securities was less than one year as of December 31, 2023. We did not make any transfers into or out of Level 3 of the fair value hierarchy during the years ended December 31, 2022 and 2023. Fair Value Hierarchy We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. 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. As of December 31, 2022 and 2023, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments and convertible secured notes that may be converted into common or preferred stock 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. 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. Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility. An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting 96 periods, as a result of the primary weighting on the investee’s financing transactions. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value. We determine realized gains or losses on the sale of equity and debt securities on a specific identification method. Didi Investment On June 30, 2021, Didi started trading on the New York Stock Exchange. 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. 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 statement of operations. As of December 31, 2022 and 2023, 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 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). 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. 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 On January 19, 2021, we completed the sale of our ATG Business to Aurora. As consideration for the sale of our ATG Business to Aurora, we received common stock in Aurora. Concurrently, we invested in Aurora’s preferred stock. For further information, refer to Note 18 – Divestitures. We held one seat on Aurora’s board of directors and had the ability to hold a second seat, which, along with our common and preferred stock ownership (our “Aurora Investments”) generate significant influence. We elected to apply the fair value option to our Aurora common stock and preferred stock investments in order to provide consistency of accounting treatment to our Aurora Investments. The Aurora Investments are measured at fair value on a recurring basis with changes in fair value reflected in other income (expense), net, in the consolidated statements of operations. On November 3, 2021, Aurora completed its planned special purpose acquisition company (“SPAC”) merger with Reinvent Technology Partners Y, resulting in Aurora becoming a publicly traded company post combination. Upon the completion of the merger, all of our Aurora Investments converted into shares of the newly issued Class A common stock of the publicly traded company. In addition, our ownership was significantly diluted and we lost the ability to appoint a second seat on Aurora’s board of directors. As a result, we no longer held significant influence over Aurora. As of December 31, 2022 and 2023, 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, an unrealized loss of $ 3.0 billion, and unrealized gain of $ 985 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023, 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 Revenue $ 83 Total operating expenses 813 Loss from operations ( 731 ) Net loss ( 755 ) 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 97 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 an unrealized loss of $ 1.2 billion, an unrealized loss of $ 2.1 billion, and an unrealized gain of $ 80 million on the investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023, respectively, for the fair value change of the equity security. As of December 31, 2022 and 2023, 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 In May 2020, we entered into a series of transactions and agreements with Neutron Holdings, Inc. (“Lime”) to divest our JUMP business. As part of this transaction, we received common stock (the “Lime Common Stock”), newly issued Lime Series 1-C preferred stock (“Lime 1-C Preferred Stock”) and fully vested warrants to purchase Lime Series 1-C Preferred Stock (“Lime 1-C Preferred Stock Warrants”). Lime Common Stock represents approximately 9 % of fully-diluted ( 21 % undiluted) ownership interest in Lime as of December 31, 2023. Concurrently, we contributed $ 85 million of cash to Lime in exchange for a secured note convertible into Lime Series 3 Preferred Stock (the “Lime Convertible Note”), which may be converted at any time at our election representing 20 % initial ownership in Lime as converted on a fully-diluted basis. In addition, we entered into a call option agreement which gives us for a two-year period beginning May 7, 2022 the right to acquire all of the outstanding equity interests of Lime held by its shareholders at fair value on the date of exercise, subject to regulatory approval. 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. Our ownership in Lime is comprised of Lime Common Stock, Lime 1-C Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime Convertible Note (collectively, the “2020 Lime Investments”) and represents approximately 29 % on an as converted and fully-diluted basis as of December 31, 2023. We have one seat on Lime’s five-person board of directors. Our investment in Lime Common Stock and representation on Lime’s board of directors gives us the ability to exercise significant influence over Lime. We elected to apply the fair value option to our Lime Common Stock investment and therefore we are applying fair value accounting to all of the 2020 Lime Investments which provides for consistency of accounting treatment. 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, 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. As of December 31, 2023, the fair value of the 2020 Lime Investments did not materially change and was not material. 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, 2022 and 2023, using significant unobservable inputs (Level 3) (in millions): Non-marketable Equity Securities Notes Receivable MLU B.V. Call Option Balance as of December 31, 2021 $ 32 $ 132 $ 193 Change in fair value Included in earnings ( 29 ) ( 22 ) ( 191 ) Balance as of December 31, 2022 3 110 2 Change in fair value Included in earnings ( 3 ) 16 ( 2 ) Balance as of December 31, 2023 $ — $ 126 $ — Assets Measured at Fair Value on a Non-Recurring Basis Non-Financial Assets Our non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs. 98 Non-Marketable Equity Securities Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the 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. 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, 2021, 2022 and 2023 based on the observable price in an orderly transaction for the same or similar security of the same issuers (in millions): Year Ended December 31, 2021 2022 2023 Upward adjustments $ 71 $ 1,046 $ 908 Downward adjustments (including impairment) — ( 641 ) ( 472 ) Total unrealized gain (loss) for non-marketable equity securities $ 71 $ 405 $ 436 Didi Investment 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 and 2023, 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, 2023 as an observable transaction for similar securities. We recognized an unrealized loss of $ 1.0 billion and an unrealized gain of $ 443 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022 and 2023, respectively. 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, 2022 and 2023. 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, 2022 2023 Initial cost basis $ 1,700 $ 1,727 Upward adjustments 1,052 1,960 Downward adjustments (including impairment) ( 641 ) ( 1,113 ) Total carrying value at the end of the period $ 2,111 $ 2,574 Note 4 - Equity Method Investments The carrying value of our equity method investments were as follows (in millions): As of December 31, 2022 2023 Careem Technologies $ — $ 300 MLU B.V. 816 — Other 54 53 Equity method investments $ 870 $ 353 99 Careem Technologies Investment In April 2023, we entered into a series of agreements with Emirates Telecommunication Group Company (“e&”) whereby e& will contribute $ 400 million into the Careem non-ridesharing business (“Careem Technologies”) in exchange for a majority equity interest. Upon closing of the transaction in December 2023, e& acquired a majority stake in Careem Technologies and we retained a minority ownership interest. Careem Technologies is considered a related party to us upon the closing of the transaction. We continue to fully own the ridesharing business of Careem. Upon closing of the transaction, we recognized a gain of approximately $ 204 million during the fourth quarter of 2023, in other income (expense), net on our consolidated statement of operations. Additionally, we received two seats on Careem Technologies’ board and retained an approximately 42 % equity ownership interest consisting of common stock in Careem Technologies. The initial fair value of our equity method investment in Careem Technologies is $ 300 million. The investment was determined to be an equity method investment due to our ability to exercise significant influence over Careem Technologies. Included in the initial carrying value of $ 300 million was a preliminary estimated basis difference related to the difference between the cost of the investment and our proportionate share of the net assets of Careem Technologies. As of December 31, 2023, this basis difference was not material. The carrying value of the equity method investment will be primarily adjusted for our share in the income or losses of Careem Technologies on a one-quarter lag basis and amortization of basis differences. We amortize the basis difference related to the intangible assets over the estimated useful lives of the assets that gave rise to the difference using the straight-line method. Equity method goodwill is not amortized. MLU B.V. Investment 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. The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V. As of December 31, 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. 2021 On August 30, 2021, we entered into an agreement with Yandex (the “Framework Agreement”) to restructure our joint ventures, 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”). Subsequent to the Initial Closing, Yandex spun-off, by way of demerger from MLU B.V., its delivery businesses: Yandex.Eats, Yandex.Lavka and Yandex.Delivery (collectively, “Demerged Businesses”). Immediately following the demerger, Yandex acquired all of our equity interest in the Demerged Businesses (“Demerger Share Closing”). In connection with the Framework Agreement, we granted Yandex an option (“MLU B.V. Call Option”) to acquire our remaining equity interest in MLU B.V. during the two-year period following the Initial Closing. The total consideration paid by Yandex to us for the transaction was $ 1.0 billion in cash allocated as follows: (i) $ 276 million for our 4.5 % of equity interest in MLU B.V.; (ii) $ 412 million for our equity interest in the Demerged Businesses; (iii) $ 230 million for the MLU B.V. Call Option; and (iv) the remaining immaterial amounts to our interest in SDG. Initial Closing During the third quarter of 2021 and pursuant to the Framework Agreement, we completed the sale of our entire equity interest in SDG and 4.5 % of equity interest in MLU B.V. to Yandex. At the initial closing, we derecognized 4.5 % of equity interest in MLU B.V. 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. Demerger Share Closing During the fourth quarter of 2021 and pursuant to the Framework Agreement, MLU B.V. completed the spin-off of the Demerger Businesses and Yandex acquired all of our equity interest in the Demerged Businesses. 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. 100 2023 Sale of Our Remaining Interest in MLU B.V. On April 21, 2023, we entered into and closed on a definitive agreement to sell our remaining 29 % equity interest in MLU B.V. to Yandex for $ 703 million in cash and recognized an immaterial loss from this transaction recorded in other income (expense), net in our consolidated statements of operations during the year ended December 31, 2023. After this transaction, we no longer have an equity interest in MLU B.V. MLU B.V. Call Option The MLU B.V. Call Option was 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 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). As part of our sale of our remaining interest in MLU B.V. to Yandex during the second quarter of 2023, the MLU B.V. Call Option was extinguished and we recognized a gain that was not material in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2023. Note 5 – Property and Equipment, Net The components of property and equipment, net were as follows (in millions): As of December 31, 2022 2023 Land $ 65 $ 65 Building and site improvements 739 739 Leasehold improvements 609 658 Computer equipment 529 542 Leased computer equipment 712 683 Leased vehicles 11 2 Internal-use software 389 488 Furniture and fixtures 94 94 Construction in progress 219 203 Total 3,367 3,474 Less: Accumulated depreciation and amortization ( 1,285 ) ( 1,401 ) Property and equipment, net $ 2,082 $ 2,073 Amounts in construction in progress represent buildings, leasehold improvements, assets under construction, and other assets not placed in service. Depreciation expense relating to property and equipment was $ 393 million, $ 346 million, and $ 355 million for the years ended December 31, 2021, 2022 and 2023, respectively. Included in these amounts were depreciation expense for leased computer equipment in the amount of $ 217 million, $ 186 million, and $ 187 million for the years ended December 31, 2021, 2022 and 2023, respectively. Accumulated depreciation and amortization included $ 305 million and $ 250 million of leased computer equipment depreciation as of December 31, 2022 and 2023, respectively. Amortization of capitalized software development costs was not material for the years ended December 31, 2021, 2022 and 2023. 101 Note 6 - Leases Our leases primarily include corporate offices, data centers, and servers. The lease term of operating and finance leases vary from less than a year to 76 years. We have leases that include one or more options to extend the lease term for up to 14 years as well as options to terminate the lease within one year . Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. The components of our lease expense were as follows (in millions): Year Ended December 31, 2021 2022 2023 Lease cost Finance lease cost: Amortization of assets $ 217 $ 186 $ 188 Interest of lease liabilities 12 13 31 Operating lease cost 299 304 321 Short-term lease cost 7 7 10 Variable lease cost 96 142 129 Sublease income ( 5 ) ( 17 ) ( 22 ) Total lease cost $ 626 $ 635 $ 657 Supplemental cash flow information related to leases was as follows (in millions): Year Ended December 31, 2021 2022 2023 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 11 $ 13 $ 32 Operating cash flows from operating leases 297 339 335 Financing cash flows from financing leases 226 184 171 Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 273 $ 329 $ 84 Finance lease liabilities 184 349 216 Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate): As of December 31, 2022 2023 Operating Leases Operating lease right-of-use assets $ 1,449 $ 1,241 Operating lease liability, current $ 201 $ 190 Operating lease liabilities, non-current 1,673 1,550 Total operating lease liabilities $ 1,874 $ 1,740 102 As of December 31, 2022 2023 Finance Leases Property and equipment, at cost $ 712 $ 683 Accumulated depreciation ( 305 ) ( 250 ) Property and equipment, net $ 407 $ 433 Other current liabilities $ 115 $ 156 Other long-term liabilities 284 322 Total finance leases liabilities $ 399 $ 478 As of December 31, 2022 2023 Weighted-average remaining lease term Operating leases 15 years 15 years Finance leases 3 years 3 years Weighted-average discount rate Operating leases 6.6 % 6.6 % Finance leases 5.7 % 6.3 % Maturities of lease liabilities were as follows (in millions): As of December 31, 2023 Operating Leases Finance Leases 2024 $ 294 $ 199 2025 272 171 2026 236 131 2027 218 22 2028 196 — Thereafter 1,899 1 Total undiscounted lease payments 3,115 524 Less: imputed interest ( 1,375 ) ( 46 ) Total lease liabilities $ 1,740 $ 478 As of December 31, 2023, additional operating leases and finance leases that have not yet commenced are immaterial. Mission Bay 1 & 2 In 2015, we entered into a joint venture (“JV”) agreement with a real estate developer (“JV Partner”) to develop land (“the Land”) in San Francisco to construct our new headquarters (the “Headquarters”). The Headquarters consists of two adjacent office buildings totaling approximately 423,000 rentable square feet. In connection with the JV arrangement, we acquired a 49 % interest in the JV, the principal asset of which was the Land. In 2016, we and the JV Partner agreed to dissolve the JV and terminate our commitment to the lease of the Headquarters (together “the real estate transaction”) and we retained a 49 % indirect interest in the Land (“Indirect Interest”). Under the terms of the real estate transaction, we obtained the rights and title to the partially constructed building, completed the development of the two office buildings and retained a 100 % ownership in the buildings. In connection with the real estate transaction, we also executed two 75 -year land lease agreements (“Land Leases”). As of December 31, 2023, commitments under the Land Leases total $ 116 million until February 2032. After 2032, the annual rent amount will adjust annually based on the prevailing consumer price index. The real estate transaction is accounted for as a financing transaction of our 49 % Indirect Interest due to our continuing involvement through a purchase option on the Indirect Interest. 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, 2023, 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 are allocated 49 % to the financing obligation of the Indirect Interest and 51 % to the operating lease of land. 103 Future minimum payments related to the financing obligations as of December 31, 2023 are summarized below (in millions) : Future Minimum Payments Fiscal Year Ending December 31, 2024 $ 6 2025 6 2026 7 2027 7 2028 7 Thereafter 798 Total $ 831 Note 7 – Goodwill and Intangible Assets Goodwill The following table presents the changes in the carrying value of goodwill by segment (in millions): Mobility Delivery Freight Total Goodwill Balance as of January 1, 2022 $ 2,581 $ 4,401 $ 1,438 $ 8,420 Acquisitions 64 — — 64 Measurement period adjustment 2 — ( 2 ) — 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 Loss on disposal ( 9 ) — — ( 9 ) Divestiture — ( 36 ) — ( 36 ) Foreign currency translation and other adjustments ( 75 ) — 8 ( 67 ) Balance as of December 31, 2023 $ 2,337 $ 4,369 $ 1,445 $ 8,151 Intangible Assets The components of intangible assets, net were as follows (in millions except years): Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years December 31, 2022 Consumer, Merchant and other relationships $ 1,825 $ ( 506 ) $ 1,319 9 Developed technology 921 ( 517 ) 404 5 Trade name, trademarks and other 247 ( 96 ) 151 6 Intangible assets $ 2,993 $ ( 1,119 ) $ 1,874 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years December 31, 2023 Consumer, Merchant and other relationships $ 1,800 $ ( 697 ) $ 1,103 8 Developed technology 890 ( 621 ) 269 5 Trade name, trademarks and other 154 ( 101 ) 53 4 Intangible assets $ 2,844 $ ( 1,419 ) $ 1,425 Amortization expense for intangible assets subject to amortization was $ 439 million, $ 523 million, and $ 362 million for the years ended December 31, 2021, 2022 and 2023, respectively. 104 The estimated aggregate future amortization expense for intangible assets subject to amortization as of December 31, 2023 is summarized below (in millions): Estimated Future Amortization Expense Year Ending December 31, 2024 $ 291 2025 248 2026 187 2027 171 2028 128 Thereafter 398 Total $ 1,423 Note 8 – Long-Term Debt and Revolving Credit Arrangements Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages): As of December 31, 2022 2023 Effective Interest Rates Maturities 2025 Refinanced Term Loan $ 1,433 $ — — % — 2027 Refinanced Term Loan 1,078 — — % — 2030 Refinanced Term Loans — 1,986 8.3 % March 3, 2030 2025 Senior Note 1,000 — — % — 2026 Senior Note 1,500 1,500 8.1 % November 1, 2026 2027 Senior Note 1,200 1,200 7.7 % September 15, 2027 2028 Senior Note 500 500 7.0 % January 15, 2028 2029 Senior Note 1,500 1,500 4.7 % August 15, 2029 2025 Convertible Notes 1,150 1,150 0.2 % December 15, 2025 2028 Convertible Notes — 1,725 0.9 % December 1, 2028 Total debt 9,361 9,561 Less: unamortized discount and issuance costs ( 69 ) ( 77 ) Less: current portion of long-term debt ( 27 ) ( 25 ) Total long-term debt $ 9,265 $ 9,459 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, 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 was 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 was 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. In March 2023, we entered into a refinancing transaction, the proceeds of which were used to repay in full, our previously outstanding 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan, as described in the section titled “2030 Refinanced Term Loans” below. 2030 Refinanced Term Loans In March 2023, we entered into two refinancing transactions pursuant to an amendment to the 2016 Senior Secured Term Loan Agreement. On March 3, 2023, we entered into a refinancing transaction under which we borrowed $ 1.75 billion (“First Closing”), the proceeds of which were used to repay in full the outstanding 2025 Refinanced Term Loan of $ 1.4 billion and $ 317 million of the outstanding 2027 Refinanced Term Loan. On March 14, 2023, we entered into the second refinancing transaction under which we borrowed $ 761 million (“Second Closing”), the proceeds of which were used to repay in full the outstanding 2027 Refinanced Term Loan. The Second Closing constituted an additional term loan in the same tranche as the First Closing (collectively, the “2030 105 Refinanced Term Loans”). The 2030 Refinanced Term Loans have a maturity date of March 3, 2030. The interest rate for the 2030 Refinanced Term Loans is Secured Overnight Financing Rate (“SOFR”) plus 2.75 % per annum, subject to a floor of 0.00 %. The refinancing transactions qualified as both a debt modification and debt extinguishment. As a result, we recognized an immaterial loss on debt extinguishment during the year ended December 31, 2023 in other income (expense), net in our consolidated statement of operations. The refinancing transactions resulted in: (i) $ 1.1 billion cash inflow from the issuance of the 2030 Refinanced Term Loans, net of issuance costs, from new lenders and additional principal from existing lenders; (ii) a $ 1.1 billion cash outflow of principal payments on the 2025 Refinanced Term Loan and 2027 Refinanced Term Loan to exiting lenders and lower principal from existing lenders. The cash inflow and cash outflow are recorded within cash flows from financing activities in our consolidated statement of cash flows for the year ended December 31, 2023. In November 2023, we used a portion of the net proceeds from our 2028 Convertible Notes offering, described below, to pay down $ 500 million of our 2030 Refinanced Term Loans. As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2023 in other income (expense), net in our consolidated statement of operations. The partial extinguishment did not result in any changes to the terms of our 2030 Refinanced Term Loans. The 2030 Refinanced Term Loans are guaranteed by certain of our material domestic restricted subsidiaries. The 2030 Refinanced Term Loans agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants as of December 31, 2023 . The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries. The fair value of our 2030 Refinanced Term Loans was $ 2.0 billion as of December 31, 2023 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. During the first quarter of 2023, we identified an immaterial error related to the 2021 statement of cash flows, which omitted a $ 282 million cash inflow from the issuance of the 2025 and 2027 Refinanced Term Loans and a $ 282 million cash outflow of principal repayment of the 2016 and 2018 Senior Secured Term Loans within cash flows from financing activities. Accordingly, the accompanying consolidated statement of cash flows for the year ended December 31, 2021 reflects the correction of this error to previously issued financial statements. The correction resulted in a net impact of $ 0 on net cash provided by financing activities for the year ended December 31, 2021. 2028 Convertible Notes and Capped Call Transactions 2028 Convertible Notes In November 2023, we issued $ 1.73 billion aggregate principal amount of 0.875 % convertible senior notes due in 2028 (the “2028 Convertible Notes”), including the exercise in full by the initial purchasers of the 2028 Convertible Notes of their option to purchase up to an additional $ 225 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, and the notes will mature on December 1, 2028, unless earlier converted, redeemed or repurchased. The net proceeds from this offering were approximately $ 1.70 billion, after deducting the debt issuance costs. We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions, described below. Additionally, we used the remainder of the net proceeds, along with cash on hand, to redeem all of our outstanding 2025 Senior Notes and partially pay down our 2030 Refinanced Term Loans. Holders of the 2028 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2028 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. As of December 31, 2023 , none of the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had been met. Therefore, the 2028 Convertible Notes are classified as long-term. The initial conversion rate is 13.7848 shares of the common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 72.54 per share of the common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. 106 Upon conversion of the 2028 Convertible Notes, we must pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted. We may not redeem the notes prior to December 5, 2026. We may redeem for cash all or any portion of the notes, at our option, on or after December 5, 2026, if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The indenture governing the 2028 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The fair value of our 2028 Convertible Notes was $ 1.9 billion as of December 31, 2023 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. Capped Calls In connection with the issuance of the 2028 Convertible Notes, we entered into privately negotiated capped call transactions (“the Capped Calls”) with certain of the initial purchasers of the 2028 Convertible Notes or their respective affiliates (the “option counterparties”) at a cost of approximately $ 141 million. The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of our common stock initially underlying the 2028 Convertible Notes. By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock (or, in the event a conversion of the 2028 Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2028 Convertible Notes the trading price of our common stock price exceeds the conversion price of the 2028 Convertible Notes. The initial cap price of the Capped Calls was approximately $ 95.81 per share, which represents a premium of 75 % over the last reported sale price of our common stock of $ 54.75 on the New York Stock Exchange on November 20, 2023, and is subject to certain adjustments under the terms of the Capped Calls. The Capped Calls were included in additional paid-in capital in the consolidated balance sheet as of December 31, 2023 , with no remeasurement in subsequent periods as it meets the conditions for equity classification. 2025 Convertible Notes 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. The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act. The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased. Holders of the 2025 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. As of December 31, 2023, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. Therefore, the 2025 Convertible Notes are classified as long-term. The initial conversion rate is 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $ 80.84 per share of common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest. Upon conversion of the 2025 Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the notes prior to December 20, 2023. We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2023 if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) 107 during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. The indenture governing the 2025 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Prior to the adoption of ASU 2020-06, the proceeds from the issuance of the 2025 Convertible Notes were allocated between the conversion feature recorded as equity and the liability for the notes themselves. The difference of $ 243 million between the principal amount of the 2025 Convertible Notes and the liability component (the “debt discount”) was amortized to interest expense using the effective interest method over the term of the 2025 Convertible Notes. The equity component of the 2025 Convertible Notes was included in additional paid-in capital in the consolidated balance sheet as of December 31, 2020 and was not remeasured as it continued to meet the conditions for equity classification. To determine the fair value of the liability component of the 2025 Convertible Notes as of the pricing date, we used the binomial model with inputs of time to maturity, conversion ratio, our stock price, risk free rate and volatility. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. The adoption of this standard resulted in a decrease to additional paid-in capital of $ 243 million and an increase to our 2025 Convertible Notes by the same amount. At adoption, there was no adjustment recorded to the opening accumulated deficit. 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 $ 1.2 billion as of December 31, 2023 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. Amendments to 2025 Convertible Notes On November 24, 2023, we entered into the First Supplemental Indenture (the “First Supplemental Indenture”), to an indenture, dated as of December 11, 2020 (the “Base Indenture”), by and between us and the U.S. Bank Trust Company, National Association, as trustee, governing our outstanding 2025 Convertible Notes. Pursuant to the First Supplemental Indenture, we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture) as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Convertible Notes will be no lower than $1,000. Senior Notes 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. We issued the 2023 and 2026 Senior Notes at par and paid approximately $ 9 million for debt issuance costs. The interest is payable semi-annually on May 1 and November 1 of each year at 7.5 % per annum and 8.0 % per annum, respectively, beginning on May 1, 2019, and the entire principal amount is due at the time of maturity. In September 2019, we issued eight-year notes with aggregate principal amount of $ 1.2 billion due on September 15, 2027 (the “2027 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act. 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. 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. We issued the 2025 Senior Notes at par and paid approximately $ 8 million for debt issuance costs. The interest is payable semi-annually in arrears on May 15 and November 15 of each year at 7.5 % per annum, beginning on November 15, 2020, and the entire principal amount is due at the time of maturity. In December, 2023, we used a portion of the net proceeds from our 2028 Convertible Notes offering, discussed above, along with cash on hand, to redeem, in full, the outstanding 2025 Senior Notes. As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2023 in other income (expense), net in our consolidated statement of operations. Following the redemption, the 2025 Senior Notes are no longer outstanding. In September 2020, we issued eight-year notes with an aggregate principal amount of $ 500 million due on January 15, 2028 (the “2028 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. We issued the 2028 Senior Notes at par and paid approximately $ 5 million for debt issuance costs. The interest is payable semi-annually in arrears on January 15 and July 15 of each year at 6.25 % per annum, beginning on July 15, 2021, and the entire principal amount is due at the time of maturity. In October 2020, we used the net proceeds from this offering, along with cash on hand, to redeem, in full, the 108 outstanding 2023 Senior Notes. The redemption of the 2023 Senior Notes was for substantially identical 2028 Senior Notes. Following the redemption, there were no 2023 Senior Notes outstanding. In August 2021, we issued eight-year notes with an aggregate principal amount of $ 1.5 billion due on August 15, 2029 (the “2029 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. We issued the 2029 Senior Notes at par and paid approximately $ 16 million for debt issuance costs. The interest is payable semi-annually in arrears on February 15 and August 15 of each year at 4.50 % per annum, beginning on February 15, 2022, and the entire principal amount is due at the time of maturity and therefore, the 2029 Senior Notes are classified as long-term. We used the net proceeds from this offering to finance a portion of the consideration payable in cash, and certain related fees and expenses incurred, in connection with the acquisition of Transplace, by our majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”). Refer to Note 17 – Business Combinations for additional information on the Transplace acquisition. The 2026, 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of December 31, 2023. The following table presents the fair values of our Senior Notes as of December 31, 2023, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions): As of December 31, 2023 2026 Senior Note 1,528 2027 Senior Note 1,238 2028 Senior Note 503 2029 Senior Note 1,431 Total $ 4,700 The future principal payments for our long-term debt as of December 31, 2023 is summarized as follows (in millions): Future Minimum Payments Year Ending December 31, 2024 $ 25 2025 1,175 2026 1,525 2027 1,225 2028 1,750 Thereafter 3,860 Total $ 9,560 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, 2021, 2022 and 2023 (in millions): Year Ended December 31, 2021 2022 2023 Contractual interest coupon $ 464 $ 510 $ 577 Amortization of debt discount and issuance costs 16 15 18 Total interest expense from long-term debt $ 480 $ 525 $ 595 Revolving Credit Arrangements We have a revolving credit agreement initially entered into during 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 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 109 well as maintain a certain level of liquidity specified in the contractual agreement. The credit agreement also contains customary events of default. The Revolving Credit Facility also contains restrictions on the payment of dividends. On July 28, 2023, we entered into a joinder agreement to our Revolving Credit Facility to add an incremental revolving loan lender and increase the available commitments under the Revolving Credit Facility by an aggregate principal amount of $ 250 million. The joinder agreement brings the total revolver capacity to approximately $ 2.5 billion. There were no changes to the pricing or maturity of the Revolving Credit Facility. As of December 31, 2023, 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. As of December 31, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility. Letters of Credit For purposes of securing obligations related to leases and other contractual obligations, we also maintain an agreement for letters of credit, which is collateralized by our Revolving Credit Facility and reduces the amount of credit available. As of December 31, 2022 and 2023, we had letters of credit outstanding of $ 839 million and $ 975 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $ 261 million and $ 287 million, respectively. Note 9 – Supplemental Financial Statement Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were as follows (in millions): As of December 31, 2022 2023 Prepaid expenses $ 310 $ 400 Other receivables 710 717 Other 459 564 Prepaid expenses and other current assets $ 1,479 $ 1,681 Accrued and Other Current Liabilities Accrued and other current liabilities were as follows (in millions): As of December 31, 2022 2023 Accrued legal, regulatory and non-income taxes $ 1,573 $ 1,044 Accrued Drivers and Merchants liability 1,593 1,996 Accrued compensation and employee benefits 587 710 Income and other tax liabilities 476 684 Commitment to issue unsecured convertible notes in connection with Careem acquisition 152 128 Other 1,851 1,896 Accrued and other current liabilities $ 6,232 $ 6,458 Other Long-Term Liabilities Other long-term liabilities were as follows (in millions): As of December 31, 2022 2023 Deferred tax liabilities $ 27 $ 56 Other 759 776 Other long-term liabilities $ 786 $ 832 110 Accumulated Other Comprehensive Income (Loss) The changes in composition of accumulated other comprehensive income (loss), net of tax, for the were as follows (in millions): Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total Balance as of December 31, 2020 $ ( 581 ) $ 46 $ ( 535 ) 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 Balance as of December 31, 2021 $ ( 524 ) $ — $ ( 524 ) Other comprehensive income before reclassifications 81 — 81 Amounts reclassified from accumulated other comprehensive income — — — Other comprehensive income (loss) 81 — 81 Balance as of December 31, 2022 $ ( 443 ) $ — $ ( 443 ) Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total Balance as of December 31, 2022 $ ( 443 ) $ — $ ( 443 ) Other comprehensive income before reclassifications ( 123 ) 5 ( 118 ) Amounts reclassified from accumulated other comprehensive income (1) 140 — 140 Other comprehensive income (loss) 17 5 22 Balance as of December 31, 2023 $ ( 426 ) $ 5 $ ( 421 ) (1) The amounts were reported as part of the loss from the sale of our remaining interest in MLU B.V., which was recorded in other income (expense), net in our consolidated statements of operations during the year ended December 31, 2023. Refer to Note 4 - Equity Method Investments for further information. 111 Other Income (Expense), Net The components of other income (expense), net were as follows (in millions): Year Ended December 31, 2021 2022 2023 Interest income $ 37 $ 139 $ 484 Foreign currency exchange gains (losses), net ( 67 ) ( 147 ) ( 182 ) Gain on business divestitures, net (1) 1,684 14 204 Gain (loss) from sale of investments (2) 413 — ( 74 ) Unrealized gain (loss) on debt and equity securities, net (3) 1,142 ( 7,045 ) 1,610 Impairment of equity method investment (4) — ( 182 ) — Revaluation of MLU B.V. call option (5) — 191 — Other, net 83 1 ( 198 ) Other income (expense), net $ 3,292 $ ( 7,029 ) $ 1,844 (1) During the year ended December 31, 2021, gain on business divestitures, net represented a $ 1.6 billion gain on the sale of our ATG Business to Aurora recognized in the first quarter of 2021. During the year ended December 31, 2023, gain on business divestitures, net represents a $ 204 million gain on the sale of interest in Careem Technologies. Refer to Note 18 – Divestitures for further information. (2) During the year ended December 31, 2021, gain from sale of investments primarily represented a $ 348 million gain recognized from sale of our equity interests in MLU B.V. Refer to Note 4 - Equity Method Investments for further information. (3) During the year ended December 31, 2021, unrealized gain (loss) on debt and equity securities, net primarily represented a $ 1.6 billion unrealized gain on our Grab investment, a $ 1.6 billion unrealized gain on our Aurora Investments and a $ 991 million net unrealized gain on our Zomato investment, partially offset by a $ 3.0 billion net unrealized loss on our Didi investment. 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. During the year ended December 31, 2023, unrealized gain (loss) on debt and equity securities, net primarily represents changes in the fair value of our equity securities including: a $ 985 million net unrealized gain on our Aurora investment, a $ 443 million net unrealized gain on our Didi investment, a $ 84 million net unrealized gain on our Joby investment, and a $ 80 million net unrealized gain on our Grab investment. Refer to Note 3 – Investments and Fair Value Measurement for further information. (4) 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. (5) 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 Common Stock As of December 31, 2023, we have the authority to issue 5.0 billion shares of common stock with a par value of $ 0.00001 per share. Holders of common stock are entitled to dividends when and if declared by the board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2023, no dividends have been declared and there were 2.1 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, 2022 and 2023, there was no preferred stock issued and outstanding. Equity Compensation Plans We maintain four equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: 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 112 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). 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. Pursuant to the automatic increase feature of the 2019 Plan, our board of directors approved an increase of 104 million shares reserved for issuance effective January 1, 2024, for a total of 460 million shares reserved. Stock Option and SAR Activity A summary of stock option and SAR activity for the year ended December 31, 2023 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years): SARs Outstanding Number of SARs Options Outstanding Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value As of December 31, 2022 153 20,039 $ 13.90 3.47 $ 279 Granted — 607 $ 36.63 Exercised ( 29 ) ( 7,753 ) $ 5.77 Canceled and forfeited ( 1 ) ( 252 ) $ 6.36 As of December 31, 2023 123 12,641 $ 20.03 2.79 $ 535 Vested and expected to vest as of December 31, 2023 118 8,319 $ 13.41 2.43 $ 406 Exercisable as of December 31, 2023 118 8,319 $ 13.41 2.43 $ 406 The total intrinsic value of stock options and SARs exercised for the years ended December 31, 2021, 2022 and 2023, was $ 382 million, $ 101 million and $ 319 million, respectively. RSU Activity The following table summarizes the activity related to our RSUs for the year ended December 31, 2023 (in thousands, except per share amounts): Number of Shares Weighted-Average Grant-Date Fair Value per Share Unvested and outstanding as of December 31, 2022 98,167 $ 34.70 Granted 61,119 $ 34.13 Vested ( 53,105 ) $ 34.43 Canceled and forfeited ( 15,354 ) $ 34.47 Unvested and outstanding as of December 31, 2023 90,827 $ 34.49 The total fair value of RSUs vested for the years ended December 31, 2021, 2022 and 2023 was $ 1.5 billion, $ 1.8 billion, and $ 1.7 billion, respectively. Restricted Common Stock We have granted restricted common stock to certain continuing employees, primarily in connection with acquisitions. Vesting of this stock may be dependent on a combination of service and performance conditions that become satisfied upon the occurrence of a qualifying event. We have the right to repurchase shares for which the vesting conditions are not satisfied. During 2023, activity related to Uber’s restricted common stock was not material. As of December 31, 2023, the amount of unvested restricted common stock was 801 thousand shares, with a weighted average grant date fair value of $ 43.50 per share. 113 Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function for the years ended December 31, 2021, 2022 and 2023 (in millions): Year Ended December 31, 2021 2022 2023 Operations and support $ 139 $ 154 $ 184 Sales and marketing 83 102 96 Research and development 614 1,060 1,215 General and administrative 332 477 440 Total $ 1,168 $ 1,793 $ 1,935 During the years ended December 31, 2021, 2022 and 2023, we modified the terms of stock-based awards for certain employees upon their termination or change in employment status. Incremental stock-based compensation cost in relation to the modification of stock-based awards was not material for the years ended December 31, 2021, 2022 and 2023. As of December 31, 2023, there was $ 3.0 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.45 years. Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2021, 2022 and 2023. The tax benefits recognized in the consolidated statements of operations for stock-based compensation arrangements were not material during the years ended December 31, 2021, 2022 and 2023. During 2021, 2022 and 2023, 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, 2021, 2022 and 2023 were $ 39.43 , $ 13.58 and $ 16.63 per share, respectively. During 2022 and 2023, 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, 2021 Expected term (in years) 5.1 Risk-free interest rate 0.9 % Expected volatility 40.3 % Expected dividend yield — % Performance awards with market-based targets granted in the years ended December 31, 2021, 2022 and 2023 were not material. 2019 Employee Stock Purchase Plan 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. Pursuant to the automatic increase feature of the ESPP, effective January 1, 2024, a total of 101 million shares of common stock are reserved for issuance under the ESPP. The stock-based compensation expense recognized for the ESPP was not material during the years ended December 31, 2021, 2022 and 2023. During the year ended December 31, 2023, we purchased 6 million shares of common stock under the ESPP at a weighted-average price of $ 23.38 per share. As of December 31, 2023, total unrecognized compensation cost related to the ESPP was $ 27 million, which will be amortized over a period of 0.29 years. Share Repurchase Authorization In February 2024, our board of directors authorized the repurchase of up to $ 7.0 billion in shares of our outstanding common stock. The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases and accelerated share repurchases. The exact number of shares to be repurchased by us, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. 114 Note 11 – Income Taxes The U.S. and foreign components of income (loss) before provision for (benefit from) income taxes for the years ended December 31, 2021, 2022 and 2023 are as follows (in millions): Year Ended December 31, 2021 2022 2023 U.S. $ ( 340 ) $ ( 8,523 ) $ 1,525 Foreign ( 685 ) ( 903 ) 796 Income (loss) before income taxes and income from equity method investments $ ( 1,025 ) $ ( 9,426 ) $ 2,321 The components of the provision for (benefit from) income taxes for the years ended December 31, 2021, 2022 and 2023 are as follows (in millions): Year Ended December 31, 2021 2022 2023 Current Federal $ — $ 8 $ 1 State 4 15 16 Foreign 196 237 170 Total current tax expense 200 260 187 Deferred Federal ( 76 ) ( 251 ) 11 State 19 ( 92 ) 12 Foreign ( 635 ) ( 98 ) 3 Total deferred tax expense (benefit) ( 692 ) ( 441 ) 26 Total provision for (benefit from) income taxes $ ( 492 ) $ ( 181 ) $ 213 The following is a reconciliation of the statutory federal income tax rate to our effective tax rate for the years ended December 31, 2021, 2022 and 2023: Year Ended December 31, 2021 2022 2023 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income tax expense ( 2.3 ) 0.8 1.2 Foreign rate differential 10.3 2.0 ( 0.4 ) Non-deductible expenses ( 5.2 ) ( 0.7 ) ( 0.2 ) Stock-based compensation 4.5 ( 1.4 ) ( 1.9 ) Federal research and development credits 7.8 0.6 ( 7.2 ) Deferred tax on investments (1) 48.7 ( 1.1 ) ( 3.5 ) Entity restructuring (2) ( 2.0 ) ( 12.7 ) 0.6 Change in unrecognized tax benefits ( 27.8 ) ( 8.9 ) ( 6.8 ) Valuation allowance ( 33.7 ) 1.1 ( 2.8 ) US tax on foreign income ( 10.8 ) 0.6 4.1 Withholding taxes (3) ( 0.6 ) ( 0.3 ) 9.5 Tax rate change 22.4 — — Other interest 16.8 1.7 ( 4.1 ) Other, net (3) ( 1.1 ) ( 0.8 ) ( 0.3 ) Effective income tax rate 48.0 % 1.9 % 9.2 % (1) The 2021 rate impact for “Deferred tax on investments” was primarily driven by the deferred China and U.S. tax impact related to our investment in Didi and the deferred U.S. tax impact related to our investments in Aurora, Grab, and Zomato. 115 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. The 2023 rate impact for “Deferred tax on investments” was primarily driven by the deferred U.S. tax impact related to our investments in Aurora and Didi. (2) To align our structure to our evolving operations, in the second and fourth quarters of 2021, we completed intercompany transfers of certain intangible assets. 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. (3) 2021 and 2022 amounts have been conformed to the 2023 presentation. The components of deferred tax assets and liabilities as of December 31, 2022 and 2023 are as follows (in millions): As of December 31, 2022 2023 Deferred tax assets Net operating loss carryforwards $ 6,325 $ 6,164 Research and development credits 1,200 1,275 Stock-based compensation 45 66 Accruals and reserves 402 440 Accrued legal 184 120 Fixed assets and intangible assets 4,425 4,135 Lease liability 478 436 Interest limitation carryforwards 858 876 Capitalized research expenses 304 771 Other 320 211 Total deferred tax assets 14,541 14,494 Less: Valuation allowance ( 13,971 ) ( 13,945 ) Total deferred tax assets, net of valuation allowance 570 549 Deferred tax liabilities Indefinite lived deferred tax liability (1) — 114 ROU assets 354 301 Other 77 18 Total deferred tax liabilities 431 433 Net deferred tax assets (liabilities) $ 139 $ 116 (1) 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. As of December 31, 2023, the $ 114 million 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 Aurora and Didi. Based on available evidence, management believes it is not more-likely-than-not that the net U.S., Netherlands, and other non-material jurisdictions’ deferred tax assets will be fully realizable. In these jurisdictions, we have recorded a valuation allowance against net deferred tax assets. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, excess tax benefits related to stock-based compensation, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. We had a valuation allowance against net deferred tax assets of $ 14.0 billion and $ 13.9 billion as of December 31, 2022 and 2023, respectively. In 2023, the decrease in the valuation allowance was primarily attributable to a decrease in deferred tax assets due to the utilization of net operating losses in the U.S., offset with an increase in deferred tax assets due to the generation of tax attributes in the Netherlands. Based on our assessment of current income and anticipated future earnings, there is a reasonable possibility that we will have sufficient evidence to release a significant portion of the valuation allowance in the U.S. within the next 12 months. However, our 116 judgment regarding future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many factors, including future market conditions, the ability to successfully execute our business plans, and the amount of stock-based compensation tax deductions available in the future. Release of the valuation allowance would result in the recognition of net deferred tax assets on our consolidated balance sheet and would decrease income tax expense in the period the release is recorded. 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, 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, 2023, we realized approximately $ 95 million 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, 2023, we had U.S. federal NOL carryforwards of $ 296 million that begin to expire in 2031 and $ 12.2 billion that have an unlimited carryover period. As of December 31, 2023, we had U.S. state NOL carryforwards of $ 8.8 billion that started expiring in 2023 and $ 1.9 billion that have an unlimited carryover period. As of December 31, 2023, we had foreign NOL carryforwards of $ 872 million that begin to expire in 2024 and $ 18.6 billion that have an unlimited carryover period. As of December 31, 2023, we had U.S. federal research tax credit carryforwards of $ 1.0 billion that begin to expire in 2028. We had U.S. state research tax credit carryforwards of $ 4 million that begin to expire in 2033 and $ 696 million that have an unlimited carryover period. In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through December 31, 2023. Based on the analysis, we do not anticipate a current limitation on the tax attributes. The following table reflects changes in gross unrecognized tax benefits (in millions): Year Ended December 31, 2021 2022 2023 Unrecognized tax benefits at beginning of year $ 2,293 $ 2,657 $ 3,513 Gross increases - current year tax positions 239 814 177 Gross increases - prior year tax positions 134 93 42 Gross decreases - prior year tax positions ( 9 ) ( 51 ) ( 315 ) Gross decreases - lapse of statute of limitations — — ( 72 ) Unrecognized tax benefits at end of year $ 2,657 $ 3,513 $ 3,345 As of December 31, 2023, approximately $ 94 million of unrecognized tax benefits, if recognized, would impact the effective tax rate. The remaining $ 3.3 billion of the unrecognized tax benefits would not impact the effective tax rate due to the valuation allowance against certain deferred tax assets. We recognize accrued interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statements of operations. The amount of interest and penalties accrued as of December 31, 2022 and 2023 was $ 21 million and $ 17 million, respectively. Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. Any changes to unrecognized tax benefits recorded as of December 31, 2023 that are reasonably possible to occur within the next 12 months are not expected to be material. We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under various state and other foreign income tax examinations. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state or foreign tax authorities to the extent utilized in a future period. 117 As of December 31, 2023, the open tax years for our major tax jurisdictions are as follows: Jurisdiction Tax Years U.S. Federal 2011 - 2023 U.S. States 2005 - 2023 Brazil 2017 - 2023 Netherlands 2019 - 2023 United Kingdom 2013 - 2023 As of December 31, 2023, 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. For diluted net income (loss) per share, the dilutive effect of outstanding awards is reflected by application of the treasury stock method and convertible securities by application of the if-converted method, as applicable. We take into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method. 118 The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts): Year Ended December 31, 2021 2022 2023 Basic net income (loss) per share: Numerator Net income (loss) including non-controlling interests $ ( 570 ) $ ( 9,138 ) $ 2,156 Net income (loss) attributable to non-controlling interests, net of tax ( 74 ) 3 269 Net income (loss) attributable to common stockholders $ ( 496 ) $ ( 9,141 ) $ 1,887 Denominator Basic weighted-average common stock outstanding 1,892,546 1,972,131 2,035,651 Basic net income (loss) per share attributable to common stockholders (1) $ ( 0.26 ) $ ( 4.64 ) $ 0.93 Diluted net income (loss) per share: Numerator Net income (loss) attributable to common stockholders $ ( 496 ) $ ( 9,141 ) $ 1,887 Assumed net loss attributable to Uber Technologies, Inc. upon redemption of Freight Holding convertible common shares, non-controlling interest ( 44 ) ( 41 ) ( 62 ) Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes and Careem Notes — — 2 Diluted net income (loss) attributable to common stockholders $ ( 540 ) $ ( 9,182 ) $ 1,827 Denominator Number of shares used in basic net income (loss) per share computation 1,892,546 1,972,131 2,035,651 Weighted-average effect of potentially dilutive securities: Stock options — — 9,989 RSUs — — 25,671 Assumed common shares issued from outstanding RSAs — — 139 Warrants — — 73 Common shares issued for ESPP — — 627 Assumed redemption of Freight Holding convertible common shares, non-controlling interest 2,973 2,797 4,301 2025 Convertible Notes — — 12,784 Careem Notes — — 2,547 Diluted weighted-average common stock outstanding 1,895,519 1,974,928 2,091,782 Diluted net income (loss) per share attributable to common stockholders (1) $ ( 0.29 ) $ ( 4.65 ) $ 0.87 (1) Per share amounts are calculated using unrounded numbers and therefore may not recalculate. The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands): Year Ended December 31, 2021 2022 2023 Freight Holding contingently redeemable preferred stock 10,070 30,458 13,430 Convertible notes 21,740 18,250 — RSUs 71,461 98,167 4,534 Stock options 24,253 20,039 207 Common stock subject to repurchase 4,153 2,606 — Shares committed under ESPP 3,226 3,878 867 Warrants to purchase common stock 73 73 — Total 134,976 173,471 19,038 119 Note 13 – Segment Information and Geographic Information We determine our operating segments based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. In January 2021, we sold our ATG Business to Aurora. Our ATG Business was included in the ATG and Other Technology Programs segment prior to this transaction. As a result of the sale, ATG and Other Technology Programs segment was no longer a reportable segment. Beginning in the first quarter of 2021, results of ATG and Other Technology Programs are included within All Other. Refer to Note 18 – Divestitures for further information regarding the sale of our ATG Business. As of December 31, 2023, our three operating and reportable segments are as follows: Segment Description Mobility Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising. Delivery Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery provides offerings for grocery, alcohol, and convenience store delivery as well as select other goods. We refer to the grocery, alcohol, convenience and retail categories collectively as Grocery & Retail. Delivery also includes advertising. Freight Freight connects Carriers with Shippers on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings. 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. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. Segment Adjusted EBITDA is defined as revenue less the following expenses: cost of revenue, operations and support, sales and marketing, and general and administrative and research and development expenses associated with our segments. 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). 120 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, 2021 2022 2023 Segment Adjusted EBITDA: Mobility $ 1,596 $ 3,299 $ 4,963 Delivery ( 348 ) 551 1,506 Freight ( 130 ) — ( 64 ) All Other (1) ( 11 ) — — Total Segment Adjusted EBITDA 1,107 3,850 6,405 Reconciling items: Corporate G&A and Platform R&D (2) ( 1,881 ) ( 2,137 ) ( 2,353 ) Depreciation and amortization ( 902 ) ( 947 ) ( 823 ) Stock-based compensation expense ( 1,168 ) ( 1,793 ) ( 1,935 ) Legal, tax, and regulatory reserve changes and settlements (3) ( 526 ) ( 732 ) ( 9 ) Goodwill and asset impairments/loss on sale of assets ( 157 ) ( 25 ) ( 84 ) Acquisition, financing and divestitures related expenses ( 102 ) ( 46 ) ( 36 ) Accelerated lease costs related to cease-use of ROU assets ( 5 ) ( 6 ) — COVID-19 response initiatives (4) ( 54 ) ( 1 ) — Loss on lease arrangement, net — ( 7 ) ( 4 ) Restructuring and related charges — ( 2 ) ( 51 ) Legacy auto insurance transfer (5) ( 103 ) — — Mass arbitration fees, net ( 43 ) 14 — Income (loss) from operations $ ( 3,834 ) $ ( 1,832 ) $ 1,110 (1) Includes historical results of ATG and Other Technology Programs and New Mobility. (2) Includes costs that are not directly attributable to our reportable segments. Corporate G&A also includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs. Platform R&D also includes mapping and payment technologies and support and development of the internal technology infrastructure. Our allocation methodology is periodically evaluated and may change. (3) Legal, tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions. These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, tax and regulatory matters and related expenses incurred in our ongoing operating performance. (4) COVID-19 response initiatives relate to payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations. (5) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information. Geographic Information Revenue by geography is based on where the trip or shipment was completed or meal delivered. Long-lived assets, net includes property and equipment, net and operating lease right-of-use assets as well as the same asset class included within assets held for sale on the consolidated balance sheets. The following tables set forth revenue and long-lived assets, net by geographic area as of and for the years ended December 31, 2021, 2022 and 2023 (in millions): 121 Year Ended December 31, 2021 2022 2023 United States $ 9,058 $ 17,953 $ 18,620 United Kingdom (1) 551 4,215 6,522 All other countries 7,846 9,709 12,139 Total Revenue $ 17,455 $ 31,877 $ 37,281 (1) In 2022, we modified our arrangements in certain markets and, as a result, present the respective Mobility and Delivery revenue on a gross basis. Payments to Drivers and Couriers are recognized in cost of revenue, exclusive of depreciation and amortization. As of December 31, 2022 2023 United States $ 3,210 $ 2,980 All other countries 321 334 Total long-lived assets, net $ 3,531 $ 3,314 Revenue grouped by offerings and geographical region is included in Note 2 – Revenue. Note 14 – Commitments and Contingencies Contingencies From time to time, we are a party to various claims, non-income tax audits and litigation in the normal course of business. As of December 31, 2022 and 2023, we had recorded aggregate liabilities of $ 1.6 billion and $ 1.0 billion, respectively, of which $ 614 million and $ 336 million, respectively, 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. We have existing litigation, including class actions, Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors. In connection with the enactment of California State Assembly Bill 5 (“AB5”), we have received and expect to continue to receive - in California and in other jurisdictions - an increased number of misclassification claims. With respect to our outstanding legal and regulatory matters, based on our current knowledge, we believe that the ultimate amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, or cash flows. The outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. If one or more of these matters were resolved against us for amounts in excess of management's expectations, our results of operations, financial condition or cash flows could be materially adversely affected. Driver Classification California Attorney General Lawsuit In January 2020, AB5 went into effect. AB5 codifies a test to determine whether a worker is an employee under California law. The test is referred to as the “ABC” test, and was originally handed down by the California Supreme Court in Dynamex Operations v. Superior Court in 2018. Under the ABC test, workers performing services for a hiring entity are considered employees unless the hiring entity can demonstrate three things: the worker (A) is free from the hiring entity’s control, (B) performs work that is outside the usual course of the hiring entity’s business, and (C) customarily engages in the independent trade, work or type of business performed for the hiring entity. On May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and Lyft, Inc. (“Lyft”). The complaint alleges drivers are misclassified, and seeks an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers. On August 10, 2020, the Court issued a preliminary injunction order, prohibiting us from classifying drivers as independent contractors and from violating various wage and hour laws. The injunction was stayed pending appeal. On October 22, 2020, the Court of Appeal affirmed the lower court’s ruling, and we filed a petition for review of the decision with the California Supreme Court. The petition was based upon the passage of Proposition 22 by California voters in November 2020, and requested that the Court of Appeal opinion be vacated because AB5’s application to Uber was superseded by Proposition 22. 122 Proposition 22 was a state ballot initiative that provides a framework for drivers that use platforms like ours to qualify as independent workers. As a result of the passage of Proposition 22, Drivers are able to maintain their status as independent contractors under California law, and we and our competitors are required to comply with the provisions of Proposition 22. Proposition 22 went into effect on December 16, 2020. The California Supreme Court declined the petition for review on February 10, 2021. The lawsuit was returned to the trial court following the appellate proceedings on February 22, 2021. On April 12, 2021, the California Attorney General, Uber and Lyft filed a stipulation to dissolve the preliminary injunction with the trial court. On April 16, 2021, the trial court signed an order granting the stipulation. Although the preliminary injunction has been dissolved, the lawsuit remains ongoing relating to claims by the California Attorney General for periods prior to enactment of Proposition 22. The parties petitioned to stay this matter pending coordination with other California employment related matters, which was granted and a coordination judge was assigned. The case had been stayed pending appeal of the denial of a motion to compel arbitration, however the California Supreme Court denied review on January 17, 2024, and the case was remitted back to the Superior Court on January 29, 2024 for further proceedings. We intend to continue to vigorously defend ourselves. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated. Castellanos v. State (Constitutional Challenge to Proposition 22) In addition, in January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied. 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, who intervened in the matter, has also filed an appeal. Oral argument was heard on December 13, 2022. On March 13, 2023, the California Court of Appeal overturned the lower court’s ruling that Proposition 22 is unconstitutional, which means that Proposition 22 remains in effect. Service Employees International Union has petitioned the California Supreme Court for review. The California Supreme Court granted review on June 28, 2023, and has set a briefing schedule. We expect a decision in 2024. Massachusetts Attorney General Lawsuit On July 9, 2020, the Massachusetts Attorney General filed a complaint in Suffolk County Superior Court against Uber and Lyft. The complaint alleges Drivers are employees, and are entitled to protections under the wage and labor laws. Trial has been set for May 13, 2024, and the AG is currently only seeking an order regarding driver classification without any claims for monetary damages. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated. 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. In November 2023, we reached an agreement to resolve this matter. In December 2023, we paid into a settlement fund which will be distributed to current and former drivers. Swiss Social Security Ruling 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 labor purposes. We are challenging each of them before the Social Security and Administrative Tribunals. In April 2021, a ruling was made that Uber Switzerland could not be held liable for social security contributions. The litigations with regards to Uber 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 B.V. and Rasier Operations B.V. from a social security standpoint, and this ruling had been appealed before the Federal Tribunal and had no impact on our current operations. On March 21, 2023, the Federal Tribunal ruled that Drivers who have used the Uber App in 2014 qualify as employees for social security purposes. Further discussions with the social security authorities are in progress. On June 3, 2022, the Federal Tribunal issued two rulings by which both Drivers and Couriers in the Canton of Geneva are classified as employees of Uber B.V., Uber Portier B.V. and Uber Switzerland GmbH. Following the ruling of the Federal Tribunal on Eats, we received an injunction of payment from the Social Security authorities that stated that couriers shall be considered employees for social security purposes since the launch of Uber Eats. We reached a settlement with the Canton of Geneva on Mobility with regards to social security implications. On October 2, 2023, the Swiss Federal Tax authorities ruled that Drivers are independent contractors for VAT purposes, based on the changes implemented in the App since 2020. This decision will be used to support the Company’s position in the Social Security proceedings. 123 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 sheet as of December 31, 2023. Other Driver Classification Matters Additionally, we have received other lawsuits and governmental inquiries in other jurisdictions, and anticipate future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits challenging our classification of Drivers as independent contractors and not employees. We believe that our current and historical approach to classification is supported by the law and intend to continue to defend ourselves vigorously in these matters. However, the results of litigation and arbitration are inherently unpredictable and legal proceedings related to these claims, individually or in the aggregate, could have a material impact on our business, financial condition, results of operations and cash flows. Regardless of the outcome, litigation and arbitration of these matters can have an adverse impact on us because of defense and settlement costs individually and in the aggregate, diversion of management resources and other factors. State Unemployment Taxes New Jersey Department of Labor In 2018, the New Jersey Department of Labor (“NJDOL”) opened an audit reviewing whether Drivers were independent contractors or employees for purposes of determining whether unemployment insurance regulations apply from 2014 through 2018. The NJDOL made an assessment on November 12, 2019, against both Rasier and Uber. Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interest owed from 2014 through 2018. The NJDOL has provided several assessments from February through October 2021. We have submitted payment for the principal revised amount of the assessment and have since reached agreement on and paid the remaining amounts allegedly owed from 2014 through 2018. The NJ DOL has initiated an audit for the period of 2019 through the second quarter of 2023. The ultimate resolution of the matter is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2023. California Employment Development Department In 2014, the California employment development department (“CA EDD”) opened an audit to review whether drivers should be treated as employees or independent contractors. The department issued an assessment in 2016 for the periods of 2013 - 2015 and we have since reached an agreement with the CA EDD for this period. In 2022, we received requests for information related to an audit of a subsequent period, which covers the fourth quarter of 2017 through the fourth quarter of 2020. We have also received an audit for the years 2018 - 2020 covering couriers who used the Postmates platform and received an assessment in June 2023. We are in the process of appealing the assessment. The ultimate resolution of the matter is uncertain and the amount accrued for those matters is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2023. 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. In November 2023, the parties reached an agreement to resolve backwards looking liability associated with unemployment contributions and will be paying unemployment insurance contributions going forward. In December 2023, we paid the assessment to resolve the backwards looking liability associated with unemployment contributions. Non-Income Tax Matters We recorded an estimated liability for contingencies related to non-income tax matters and are under audit by various domestic and foreign tax authorities with regard to such matters. The subject matter of these contingent liabilities and non-income tax audits primarily arise from the characterization for tax purposes of the transactions on the platform, as well as the application of certain employee benefits and employment and income taxes to our Drivers and Couriers. In jurisdictions with disputes connected to transactions on the platform, disputes involve the applicability of transactional taxes (such as sales tax, VAT, GST and similar taxes) or gross receipts taxes. In jurisdictions with disputes connected to employment or income taxes, disputes involve the applicability of withholding taxes related to employment taxes or back-up income tax withholding on payments made to Drivers, Couriers, and Merchants. Our estimated liability is inherently subjective due to the complexity and uncertainty of these matters and the judicial processes in certain jurisdictions; therefore, the final outcome could be materially different from the estimated liability recorded. United Kingdom 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 approximately $ 733 million (£ 613 million) in the fourth quarter of 2022 for this resolution. 124 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. Throughout 2023, we received multiple assessments from the HMRC disputing our application of VAT Order 1987 application for the period of March 2022 to June 2023, totaling approximately $ 789 million (£ 631 million) for unpaid VAT. Uber paid, and is required to pay, these assessments in order to proceed with the appeal process. The payments do not represent our acceptance of the assessments. The payments made in 2023 are recorded as a receivable in other assets on our consolidated balance sheet because we believe that we will be successful in our appeal, upon which, the full amount of our payments will be returned to us with interest upon completion of the appeals process. We expect to receive additional assessments related to this matter and will be required to pay the assessments in order to continue with the appeals process. Any payments are expected to decrease operating cash flow and have no impact on our results of operations. We plan to vigorously defend our application of the VAT Order 1987 and are waiting to obtain hearing dates from the Tax Tribunal. Brazil In May 2023, we received an assessment for 2019 and 2020 Driver social security contributions from the Brazilian Federal Revenue Bureau (“FRB”). We are contesting the assessment and we filed our administrative appeal with the FRB in June 2023. A negative decision can be appealed at multiple levels. Our chances of success on the merits are still uncertain and any reasonably possible loss or range of loss cannot be estimated. Other Legal and Regulatory Matters 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 the Foreign Corrupt Practices Act) and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, consumer protection laws, environmental laws, and the infringement of certain intellectual property rights. We 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. Furthermore, the outcome of these inquiries and investigations could negatively impact our business, reputation, financial condition and operating results, including possible fines and penalties and requiring changes to operational activities and procedures. We have been and expect to continue to be subject to personal injury claims for compensation based on traffic accidents, deaths, injuries, or other incidents that are caused by Drivers, consumers, or third parties while using our platform, or even when Drivers, consumers, or third parties are not actively using our platform. Various plaintiffs have also coordinated and may in the future attempt to coordinate individual injury claims in various jurisdictions. We use a combination of third-party insurance and self-insurance mechanisms to provide for personal injury risks. Our insurance reserves include unpaid losses and loss adjustment expenses for risks retained by us related to these claims. Indemnifications In the ordinary course of business, we often include standard indemnification provisions in our arrangements with third parties. Pursuant to these provisions, we may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with their activities or non-compliance with certain representations and warranties made by us. In addition, we have entered into indemnification agreements with our officers, directors, and certain current and former employees, and our certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions / obligations because of the unique facts and circumstances involved in each particular situation. Note 15 – Variable Interest Entities VIEs are legal entities that lack sufficient equity to finance their activities without future subordinated financial support. Consolidated VIEs We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs. As a result, we consolidate the assets and liabilities of these consolidated VIEs. Total assets included on the consolidated balance sheets for our consolidated VIEs as of December 31, 2022 and 2023 were $ 3.9 billion and $ 3.5 billion, respectively. Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2022 and 2023 were $ 789 million and $ 755 million, respectively. 125 Uber Freight Holding Corporation In July 2018, we created a new majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”). The purpose of Freight Holding is to perform the business activities of the Freight operating segment. The Freight Holding stock held by us was determined to be a variable interest. In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“2020 Freight Series A Preferred Stock Purchase Agreement”) with an outside investor (“2020 Freight Series A Investor”) to sell shares of Series A Preferred Stock (“Freight Series A”). In July 2021, we entered into a Freight Series A preferred stock purchase agreement and sold shares of Freight Series A to The Public Investment Fund, which is an investor in Uber. In November 2021, Freight Holding entered into a series A-1 stock purchase agreement (“2021 Series A-1 Preferred Stock Purchase Agreement”) with outside investors (“Freight Series A-1 Investors”) to sell shares of Series A-1 convertible preferred stock of Freight Holding (“Freight Series A-1”). Neither the Freight Series A nor Freight Series A-1 investments changed the conclusion that Freight Holding is a consolidated VIE. As of December 31, 2022 and 2023, we continue to own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 16 – Non-Controlling Interests. In February 2023, Freight Holding entered into a $ 300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding and is considered non-recourse to us. As of December 31, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility. Careem Qatar and Morocco On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem and certain of its subsidiaries pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) in countries where regulatory approval was obtained or which did not require regulatory approval. 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 the purchase date, we had rights to all residual interests in the entities comprising the Non-Transferred Countries which were considered variable interests. 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. We controlled Intellectual Properties (“IP”) which are significant for the businesses of the Non-Transferred Countries and sub-license those IP to the Non-Transferred Countries. 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. In September 2021, ownership of Careem’s operations in Morocco was fully transferred to us. 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 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. We continued to be the primary beneficiary of Careem Qatar and, as a result, consolidated Careem Qatar as of December 31, 2022. In February 2023, Careem Qatar’s ridesharing operations shut down and an immaterial loss on disposal was recognized. As of December 31, 2023, the entity remains consolidated, as we continue to be the primary beneficiary of the remaining business operations. Unconsolidated VIEs We do not consolidate VIEs in which we hold a variable interest but are not the primary beneficiary because we lack the power to direct the activities that most significantly impact the entities’ economic performance. Our carrying amount of both assets and liabilities recognized on the consolidated balance sheets related to unconsolidated VIEs were approximately $ 548 million and $ 575 million as of December 31, 2022 and 2023, respectively. As of December 31, 2022, the carrying amount of assets and liabilities represent our maximum exposure to loss associated with the unconsolidated VIEs. As of December 31, 2023, our maximum exposure to loss was $ 686 million, which includes the carrying amounts of assets and liabilities recognized on the consolidated balance sheet related to the unconsolidated VIEs as well as an immaterial financial guarantee. Lime 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. We are exposed to Lime’s economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests. Refer to Note 3 – Investments and Fair Value Measurement for further information on our 2020 Lime Investments. 126 Moove On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L. dba Moove (“Moove”), a vehicle fleet operator in Spain, including (i) an equity investment, through preferred shares, in which Uber acquired a 30 % minority interest in Moove from its current shareholders at closing and up to approximately $ 185 million contingent on future performance of Moove and certain other conditions through the eight h anniversary of the agreement, (ii) a term loan of $ 213 million to Moove, due February 2026, and (iii) a commercial partnership agreement. Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Closing Date. As of December 31, 2023, we have not exercised this option. After this series of agreements, Moove is considered a related party. In February 2023, we entered into a settlement and amendment agreement (“Moove Settlement”) with Moove, a related party, to settle certain contingent considerations agreements. As a result of the Moove Settlement, we made an immaterial payment to Moove. The remaining contingent liability is recorded within accrued and other current liabilities on our consolidated balance sheet as of December 31, 2023 and is not material. Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on our consolidated balance sheets. The term loan, of $ 253 million as of December 31, 2023, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on our consolidated balance sheet. Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities. Moove is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support. We are exposed to Moove’s economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests. Note 16 – Non-Controlling Interests We have consolidated subsidiaries that have issued common stock and preferred stock or preferred units to third party investors, representing non-controlling interests. As of December 31, 2022 and 2023, the carrying value of non-controlling interests represented by subsidiaries’ preferred units and preferred stock were $ 1.3 billion and $ 1.6 billion, respectively. ATG Investment: Preferred Unit Purchase Agreement During 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. (“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). 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. Prior to the sale of ATG Business to Aurora in January 2021, we consolidated the ATG Business’ assets and liabilities and reported non-controlling interests described below. Refer to Note 18 – Divestitures for further information on the sale of the ATG Business. SoftBank’s 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”)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. Toyota and DENSO’s Preferred Units 127 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 . Divestiture of ATG Business to Aurora In January 2021, we completed the sale of our ATG Business to Aurora. As a result, our controlling interest and the non-controlling interests in the ATG Business were settled and ownership of the ATG Business transferred to Aurora. We derecognized the carrying value of non-controlling interests in the ATG Business of $ 1.1 billion, which included Toyota and DENSO non-redeemable non-controlling interests of $ 701 million and Softbank’s redeemable non-controlling interests of $ 356 million. Refer to Note 18 – Divestitures for further information. Freight Holding As of December 31, 2022 and 2023, we owned 74 % and 74 %, respectively, of the issued and outstanding capital stock of our subsidiary Freight Holding, or 73 % and 72 %, respectively, on a fully-diluted basis if all common shares reserved for issuance under our Freight Holding employee incentive plan were issued and outstanding. The minority stockholders of Freight Holding include: (i) holders of Freight Holding’s Series A and A-1 Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) employees who hold fully vested shares. 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, 2022, 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. As of December 31, 2023, a total number of 356.7 million shares of Freight Holding were reserved, of which 273.8 million shares were available for grant and issuance. Holders of Common Stock of Freight Holding The minority common stockholders of our subsidiary Freight Holding, including any holders of common equity awards issued under the employee equity incentive plans and employees who hold fully vested shares, have put rights to sell increasing percentages of their equity interests at fair value to us at specified periods of time beginning in August 2025 through 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary. Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon our election. As of December 31, 2022 and 2023, the minority common stockholders ownership in Freight Holding is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control. As of December 31, 2022 and 2023, the redeemable non-controlling interest related to holders of common stock of Freight Holding has not been re-measured to redemption value because it is not probable of redemption. We attribute the pro rata share of Freight Holding’s net income or loss available to holders of common stock to the redeemable non-controlling interests generated from common shares of Freight Holding based on the outstanding ownership of the minority shareholders of common shares during the period. Freight Series A Preferred Stock 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 occurred over two closings, subject to customary closing conditions. The 2020 Freight Series A Investor holds two seats on the Freight Holding board of directors as of December 31, 2023. 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. 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. 128 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. Upon liquidation, these Freight Series A preferred stock are entitled to the greater of either (i) a 1.5 x liquidation preference on their initial investment, as well as 6 % continuously compounding cumulative dividends that will be paid before any distribution to common shareholders or (ii) the fair value of their investment (the “Freight Series A Liquidation Preference”). The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations. The 2020 Freight Series A Investor’s Freight Series A preferred stock may be called by us at our option after October 2025 at the Freight Series A Liquidation Preference. Beginning after October 2023, if certain events have not occurred including Freight Holding consummating an IPO, 2020 Freight Series A Investor’s Freight Series A preferred stock could become redeemable by us at the Freight Series A Liquidation Preference. Upon redemption, the 2020 Freight Series A Investor’s Freight Series A preferred stock would be settled in either cash or Uber common shares at our option. On October 6, 2023, the 2020 Freight Series A Investor exercised their right to require that either Freight Holding conduct an IPO or we redeem them as described above, which will be determined by October 2024. As of December 31, 2022 and 2023, the Freight Series A preferred stock held by the 2020 Freight Series A Investor is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control. Prior to the fourth quarter of 2023, this redeemable non-controlling interest of Freight Holding was not re-measured to redemption value because it was not probable that the non-controlling interest would become redeemable. Given the 2020 Freight Series A Investor exercised their right during the fourth quarter of 2023, this redeemable non-controlling interest was deemed probable of redemption. Based on the Freight Series A Liquidation Preference, this redeemable non-controlling interest was re-measured to its full estimated redemption value with an adjustment of $ 286 million. 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, 2022 and 2023, 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 In November 2021, Freight Holding entered into a 2021 Series A-1 Preferred Stock Purchase Agreement with Freight Series A-1 Investors. Pursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the Freight Series A-1 Investors agreed to invest an aggregate of $ 550 million in Freight Holding in exchange for Freight Series A-1 preferred stock. The purchase and sale of the Freight Series A-1 preferred stock took place concurrently with the closing of the Transplace acquisition. Refer to Note 17 – Business Combinations for additional information on the Transplace acquisition. Freight Series A-1 Investors have basic rights and preferences which primarily include: one vote per share; conversion rights to common shares; 6 % cumulative dividend preference and liquidation preference (a 1.0 x liquidation preference of original issuance price plus cumulative unpaid dividends). 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 statements of operations. As of December 31, 2022 and 2023, 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 . Freight Holding Supplier Financing Program Freight Holding utilizes a third-party financial institution that allows our suppliers to be paid by the third-party financial institution earlier than the due date on the applicable invoice at a discounted price. In general, supplier invoices financed by the third-party financial institution are due for payment by Freight Holding within thirty days. As of December 31, 2022 and 2023, the liability related to the supplier financing program was immaterial and the amounts are included within accounts payable on the consolidated balance sheets. Cornershop On July 6, 2020, we closed the acquisition of a 55 % controlling ownership interest in CS-Global. Refer to Note 17 – Business Combinations for further information. The non-controlling interest in CS-Global was classified as redeemable non-controlling interest because it was subject to a put/call agreement which was not solely in our control to exercise. At each balance sheet date, the redeemable non-controlling interest was measured using a discounted cash flow methodology and the carrying value was adjusted if the fair value was higher than the carrying value. 129 On January 11, 2021, CS-Global exercised a call option and acquired 100 % of the outstanding equity interest in CS-Mexico, which increased the redeemable non-controlling interest. In August 2021, we acquired the minority shareholders' interests in CS-Global in an all-stock transaction and CS-Global became a wholly-owned subsidiary of ours. We derecognized the carrying value of redeemable non-controlling interests in CS-Global of $ 1.3 billion. Refer to Note 17 – Business Combinations for further information. Note 17 – Business Combinations Cornershop In 2020, we acquired a 55 % controlling interest in Cornershop Global (“CS-Global”), an entity which held all of Cornershop Cayman’s (“Cornershop”) business operations, except for those in Mexico (“CS-Mexico”). As a result, we obtained the controlling financial interest in CS-Global and accounted for the acquisition as a business combination. Cornershop operates as an online grocery delivery platform primarily in Chile and Mexico. Uber and CS-Global also entered into a put/call arrangement over the non-controlling interest in CS-Global, providing Uber the right and obligation to acquire the remaining interest from non-controlling interest holders, exercisable in 5 years if there is no IPO or liquidation event, at a future negotiated price. Concurrent with the CS-Global acquisition transaction, Uber, Cornershop and CS-Global entered into a put/call arrangement over the non-controlling interest in CS-Global, providing CS-Global with the right through the call option (and obligation through the put option held by Cornershop) to purchase all of the interests in CS-Mexico, contingent upon the receipt of regulatory approval in Mexico (“CS-Mexico Put/Call”). Upon either the exercise of the call option (by CS-Global) or the put option (by Cornershop), CS-Global would acquire 100 % of the outstanding equity interests in CS-Mexico. In December 2020, we received approval from Mexico’s antitrust regulator to complete the CS-Mexico transaction. On January 11, 2021, CS-Global exercised the call option through the CS-Mexico Put/Call agreement and acquired 100 % of the outstanding equity interest in CS-Mexico, and we owned 55 % of CS-Mexico through our ownership in CS-Global. The acquisition of CS-Mexico was accounted for as a business combination. The acquisition date fair value of the consideration transferred for CS-Mexico was immaterial, and consisted of a combination of cash payment and equity payment in Uber common stock and the fair value of the CS-Mexico Put/Call remeasured at the acquisition date. As a result of remeasuring our prior CS-Mexico Put/Call held immediately prior to the business combination, we recognized an immaterial loss during the year ended December 31, 2021. 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 (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 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. Accordingly, we did not recognize a gain or loss in our consolidated statement of operations during the year ended December 31, 2021. In connection with this acquisition, the previously recognized non-controlling interest was derecognized. Following this transaction, Cornershop became our wholly-owned subsidiary. The total purchase price was determined to be $ 967 million, based on the number of shares issued and Uber’s share price on the closing date. The fair value of the 4.6 million restricted shares issued to certain Cornershop employees was determined to be $ 202 million. These shares were restricted and contingent on the employees’ continuing employment at the combined company for three years , beginning in August 2021. These restricted shares were considered compensation for post-combination services and were recognized as stock-based compensation expense ratably over three years , beginning in August 2021. Drizly 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 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): Fair Value Common stock issued $ 881 Cash 42 Stock-based compensation awards attributable to pre-combination services 20 Total consideration $ 943 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. 130 The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions): Fair Value Current assets $ 50 Goodwill 619 Intangible assets 395 Other long-term assets 7 Total assets acquired 1,071 Current liabilities ( 44 ) Deferred tax liability ( 79 ) Non-current liabilities ( 5 ) Total liabilities assumed ( 128 ) Net assets acquired $ 943 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of Drizly and anticipated operational synergies. Goodwill was assigned to 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. Tangible net assets were valued at their respective carrying amounts as of the acquisition date, as these amounts approximate their fair values. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions, except years): Fair Value Weighted Average Remaining Useful Life - Years Consumer relationship $ 60 5 Retailer relationship 90 10 Advertiser relationship 140 12 Developed technology 75 3 Trade names 30 6 Total $ 395 Consumer, retailer, and advertiser relationships represent the fair value of the underlying relationships with Drizly end-users, retailers (such as liquor stores), and advertisers. Developed technology represents the fair value of Drizly’s advertising management platform. Trade names relate to the “Drizly” trade name, trademarks, and domain names. The overall weighted average useful life of the identified amortizable intangible assets acquired is eight years . The results of Drizly were included in our consolidated financial statements from the date of acquisition, October 12, 2021. For the period from October 12, 2021 through December 31, 2021, Drizly contributed an immaterial amount of revenue and loss before taxes. Transplace On July 21, 2021, we entered into a Stock Purchase Agreement to acquire 100 % ownership interest in Transplace, a leading transportation management and third-party logistics provider in North America. 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 was accounted for as a business combination. The acquisition date fair value of the consideration transferred for Transplace was $ 2.3 billion. 131 The followin g table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions) : Fair Value Cash and cash equivalents $ 29 Accounts receivable, net 899 Prepaid expenses and other current assets 23 Property and equipment, net 44 Operating lease right-of-use assets 57 Intangible assets, net 902 Goodwill 1,438 Other assets 3 Total assets acquired 3,395 Accounts payable ( 516 ) Operating lease liabilities, current ( 7 ) Accrued and other current liabilities ( 363 ) Operating lease liabilities, non-current ( 66 ) Deferred tax liability ( 163 ) Other long-term liabilities ( 1 ) Total liabilities assumed ( 1,116 ) Net assets acquired $ 2,279 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is primarily attributed to the assembled workforce of Transplace and anticipated operational synergies. Goodwill was assigned to our Freight 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. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition ( in millions , except years): Fair Value Weighted Average Remaining Useful Life - Years Consumer relationships $ 530 12 Developed technology 363 7 Trade names 9 2 Total $ 902 Customer relationships represent the fair value of the underlying relationships with Transplace customers who utilize their logistics services. Developed technology represents the fair value of Transplace’s customer facing technology platforms. Trade names relate to the “Transplace” trade name, trademarks, and domain names. The overall weighted average useful life of the identified amortizable intangible assets acquired is ten years . The results of Transplace were included in our consolidated financial statements from the date of acquisition, November 12, 2021. For the period from November 12, 2021 through December 31, 2021, Transplace contributed $ 684 million of revenue and an immaterial amount of loss before taxes. Certain Unaudited Pro Forma Information The following unaudited pro forma financial information presents what our results would have been had we acquired Transplace in the beginning of the applicable comparable prior annual reporting period. The 2021 pro forma includes full year results for Transplace. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the consolidated business had the acquisition actually occurred at the beginning of applicable comparable prior reporting period or of the results of our future operations of the consolidated business. (In millions) Year Ended December 31, 2021 (Unaudited) Revenue $ 21,764 Net loss including non-controlling interests ( 700 ) 132 The pro forma financial information primarily includes adjustments to net loss including non-controlling interests to reflect the additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied from the beginning of applicable comparable prior reporting period, with the related tax effects. Note 18 – Divestitures During the years ended December 31, 2021, 2022 and 2023, we completed the following divestitures: • In 2021, divestitures consisted of the sale of our ATG Business, a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora. • In 2023, we divested Careem’s non-ridesharing business. The gains associated with these divestitures were included in other income (expense), net in the consolidated statements of operations. Divestiture of Careem Technologies In December 2023, we completed the previously announced agreement with e& whereby e& contributed $ 400 million to Careem Technologies in exchange for a majority equity interest. Refer to Note 4 - Equity Method Investments for further information. The following table presents the preliminary gain on sale of the interest in Careem Technologies. Year Ended December 31, 2023 Fair value of common shares received $ 300 Cash consideration received 40 Net consideration received for sale of interest in Careem Technologies 340 Carrying value of net assets transferred ( 136 ) Gain on the sale of interest in Careem Technologies $ 204 Divestiture of ATG Business to Aurora On January 19, 2021, we completed the sale of our ATG Business, a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora. As a result, our controlling interest and the non-controlling interests in the ATG Business were settled, and ownership of the ATG Business transferred to Aurora. As consideration for the sale, Aurora issued Series U-1 preferred shares to the third-party investors of the ATG Business to settle their ATG Series A Stated Liquidation Preference of $ 1.1 billion, which had previously been recorded as redeemable and non-redeemable non-controlling interests on our consolidated balance sheet prior to this transaction. We received the residual consideration from the sale as the only common unit holder of the ATG Business in the form of Aurora common shares valued at $ 1.3 billion, representing 22 % of fully-diluted ( 25 % undiluted) ownership interest of Aurora. Concurrently, we invested $ 400 million in Aurora in exchange for Aurora Series U-2 convertible preferred shares, representing 4 % of fully-diluted ( 5 % undiluted) ownership interest of Aurora. Refer to Note 3 – Investments and Fair Value Measurement for additional information. 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. As a result, we recognized liabilities of $ 315 million as consideration for these future obligations to Aurora. The sale of the ATG Business did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation. The resulting gain on disposal was recorded in other income (expense), net in the consolidated statements of operations. The following table presents the gain on sale of the ATG Business (in millions): Year Ended December 31, 2021 Fair value of common shares received $ 1,277 Derecognition of ATG Business' non-controlling interests 1,057 Liability recognized for future obligations ( 315 ) Net consideration received for sale of the ATG Business 2,019 Carrying value of net assets transferred ( 375 ) Gain on the sale of the ATG Business $ 1,644 133 Schedule II - Valuation and Qualifying Accounts The table below details the activity of the allowance for doubtful accounts, deferred tax asset valuation allowance, and insurance reserves (in millions): Balance at Beginning of Period Additions (1), (2) Deductions (2) Balance at End of Period Year Ended December 31, 2021 Allowance for doubtful accounts $ 55 $ 246 $ ( 250 ) $ 51 Deferred tax asset valuation allowance $ 13,410 $ 571 $ ( 61 ) $ 13,920 Insurance reserves $ 3,466 $ 1,696 $ ( 1,174 ) $ 3,988 Year Ended December 31, 2022 Allowance for doubtful accounts $ 51 $ 286 $ ( 257 ) $ 80 Deferred tax assets valuation allowance $ 13,920 $ 2,204 $ ( 2,153 ) $ 13,971 Insurance reserves $ 3,988 $ 2,128 $ ( 1,396 ) $ 4,720 Year Ended December 31, 2023 Allowance for doubtful accounts $ 80 $ 245 $ ( 234 ) $ 91 Deferred tax assets valuation allowance $ 13,971 $ 81 $ ( 107 ) $ 13,945 Insurance reserves $ 4,720 $ 3,544 $ ( 1,526 ) $ 6,738 (1) Additions to insurance reserves include $ 69 million, $ 152 million and $ 158 million for the years ended December 31, 2021, 2022 and 2023 respectively, for changes in estimates resulting from new developments in prior period claims. Additions to insurance reserves also include $ 374 million for the year ended December 31, 2021 for reserves assumed in connection with a loss portfolio transfer reinsurance agreement. 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, 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. 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.