What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-15 · 473 added, 719 removed, 1516 unchanged (44% of the section changed)

19 unchanged sentences

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, 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

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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.

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

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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.

For the year ended December 31, 2024, the Company’s Mobility and Delivery revenue was $38.8 billion and consumer discounts, promotions, credits and refunds provided to end-users who are not customers totaled $1.4 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.

These procedures included testing the effectiveness of controls related 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 of the agreement terms, trip receipts, and other support, 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.

As described in Note 1 to the consolidated financial statements, insurance reserves is an estimate of the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for certain insurance related risks, 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.

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Developing the independent estimate involved independently developing the loss development patterns and expected loss costs and testing the completeness and accuracy of data provided by management.

Testing management’s process for estimating the insurance reserves involved evaluating the

appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.

Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.

/s/ PricewaterhouseCoopers LLP

20 unchanged sentences

Goodwill 8,151 8,066

Deferred tax assets 170 6,171

Other assets 1,590 2,574

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Other income (expense), net ( 7,029 ) 1,844 1,849

Income (loss) before income taxes and income from equity method investments ( 1,025 ) ( 9,426 ) 2,321

Income (loss) before income taxes and income (loss) from equity method investments ( 9,426 ) 2,321 4,125

Provision for (benefit from) income taxes ( 181 ) 213 ( 5,758 )

18 unchanged sentences

Net income (loss) including non-controlling interests $ ( 9,138 ) $ 2,156 $ 9,845

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Change in foreign currency translation adjustment 81 17 ( 95 )

Change in unrealized gain (loss) on investments in available-for-sale debt securities — 5 ( 1 )

Other comprehensive income, net of tax 11 81 22

Other comprehensive income (loss), net of tax 81 22 ( 96 )

Comprehensive income (loss) including non-controlling interests ( 9,057 ) 2,178 9,749

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

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 — 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 )

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

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 )

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Shares withheld related to net share settlement — ( 435 ) — ( 18 ) — — — ( 18 )

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

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

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) ( 62 ) — — — — 2,173 45 2,218

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Exercise of stock options — 7,930 — 132 — — — 132

Exercise of restricted stock units — 469 — — — — — —

Stock-based compensation — — — 1,847 — — — 1,847

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Shares withheld related to net share settlement — ( 655 ) — ( 49 ) — — — ( 49 )

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

Repurchase of common stock — ( 17,792 ) — ( 1,252 ) — — — ( 1,252 )

Redemption of non-controlling interest ( 851 ) — — — — — — —

Re-measurement of non-controlling interests 345 — — ( 345 ) — — — ( 345 )

Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax — — — — ( 1 ) — — ( 1 )

Foreign currency translation adjustment ( 5 ) — — — ( 95 ) — — ( 95 )

Recognition of non-controlling interest upon capital investment 19 — — — — — — —

Net income (loss) ( 69 ) — — — — 9,868 46 9,914

Other — — — 48 — — — 48

Balance as of December 31, 2024 $ 93 2,107,953 $ — $ 42,801 $ ( 517 ) $ ( 20,726 ) $ 825 $ 22,383

8 unchanged sentences

$ ( 9,138 ) $ 2,156 $ 9,845

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

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

Depreciation and amortization 947 823 737

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Deferred income taxes ( 441 ) 26 ( 6,027 )

Accretion of discounts on marketable debt securities, net ( 9 ) ( 154 ) ( 251 )

Impairments of goodwill, long-lived assets and other assets 28 86 —

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Prepaid expenses and other assets ( 196 ) ( 1,462 ) ( 694 )

Collateral held by insurer 860 — —

Operating lease right-of-use assets 193 191 196

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Operating lease liabilities ( 215 ) ( 180 ) ( 221 )

Net cash provided by (used in) operating activities ( 445 ) 642 3,585

Net cash provided by operating activities 642 3,585 7,137

Cash flows from investing activities

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Purchases of marketable securities ( 1,708 ) ( 8,774 ) ( 12,765 )

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

Proceeds from maturities and sales of marketable securities 376 5,069 10,204

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Acquisition of businesses, net of cash acquired ( 59 ) — —

Purchase of notes receivables ( 297 ) — —

Other investing activities ( 6 ) 33 ( 102 )

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Purchase of Capped Calls — ( 141 ) —

Principal repayment on term loan and notes — ( 2,675 ) ( 3,986 )

Principal repayment on Careem Notes ( 80 ) ( 25 ) —

UBER TECHNOLOGIES, INC.

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2022 2023 2024

Principal repayment on term loan and notes ( 309 ) — ( 2,675 )

Principal repayment on Careem Notes ( 307 ) ( 80 ) ( 25 )

Principal payments on finance leases ( 184 ) ( 171 ) ( 172 )

Repurchases of common stock — — ( 1,252 )

Redemption of non-controlling interests — — ( 851 )

Other financing activities ( 68 ) ( 37 ) 46

4 unchanged sentences

Beginning of period 7,805 6,677 7,004

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

End of period $ 6,677 $ 7,004 $ 8,610

Supplemental disclosures of cash flow information

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Right-of-use assets obtained in exchange for lease obligations 329 84 132

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

Ownership interest received in exchange for divestitures — 300 —

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

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

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Uber Technologies, Inc.

(“Uber,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California.

(“Uber,” the “Company,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California.

Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B.

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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 uses this same network, technology, operational excellence and product expertise to connect shippers (“Shippers”) with carriers (“Carriers”) in the freight industry.

The foundation of our platform is this network of Drivers, Couriers, Merchants, Carriers as well as Riders, Eaters and Shippers (collectively “Platform Participant(s)”).

We define Platform Earner(s) as Drivers, Couriers and Merchants as well as Carriers.

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

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

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

Foodpanda Taiwan

In May 2024, we entered into a definitive agreement with Delivery Hero SE (“Delivery Hero”) to acquire 100 % ownership interest in Delivery Hero’s Foodpanda delivery business in Taiwan (“Foodpanda Taiwan”) for approximately $ 950 million in cash, on a cash and debt free basis, subject to certain adjustments.

In January 2025, the Taiwan Fair Trade Commission issued a decision prohibiting the transaction.

If we do not appeal the Taiwan Fair Trade Commission’s decision, we expect to pay a termination fee during the first half of 2025.

We expect the termination fee to be settled in either (i) cash or (ii) by returning our initial investment in ordinary shares of Delivery Hero (which Delivery Hero has the option to accept, or alternatively request equivalent cash), and, as of December 31, 2024, we recorded an expense of $ 236 million in other income (expense), net in our consolidated statement of operations.

Refer to Note 3 – Investments and Fair Value Measurement for further details on the Delivery Hero investment.

Basis of Presentation

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All intercompany balances and transactions have been eliminated.

Prior period amounts on the consolidated balance sheet, and notes thereto, have been reclassified to conform to the current period presentation.

Certain insurance reserves in accrued and other current liabilities and other long-term liabilities were reclassified to short-term and long-term insurance reserves, respectively.

Deferred tax assets, previously presented within other assets, were reclassified to be presented separately on our consolidated balance sheet.

These reclassifications had no impact on our previously reported total assets, total liabilities, results of operations, comprehensive income or net cash flows from operating, financing or investing activities.

Use of Estimates

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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.

We rely on 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.

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Restricted cash and cash equivalents are classified as current and non-current assets based on the contractual or estimated term of the remaining restriction.

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents

to amounts presented in the consolidated statements of cash flows are as follows (in millions):

The reconciliation of cash and cash equivalents and restricted cash and cash equivalents to amounts presented in the consolidated statements of cash flows are as follows (in millions):

As of December 31,

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Total cash and cash equivalents, and restricted cash and cash equivalents $ 6,677 $ 7,004 $ 8,610

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

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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.

The portion of the receivable to be remitted to Drivers and Merchants is included in accrued and other current liabilities on the consolidated balance sheets.

Refer to Note 9 – Supplemental Financial Statement Information for amounts payable to Drivers and Merchants.

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Internal-use software 2 years

Motor vehicles and other equipment 3 - 10 years

Leased computer equipment Shorter of estimated useful life or lease term

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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.

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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

subsequent adjustments are recorded in the consolidated statements of operations.

Refer to Note 17 – Business Combinations for further information.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

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.

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Intangible Assets, Net

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

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

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

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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.

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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.

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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

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 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.

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.

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

Derivative Instruments

We enter into financial derivative instruments, consisting of foreign currency contracts to mitigate the foreign currency exchange risk of our assets and liabilities denominated in currencies other than the functional currency.

We do not use derivatives for trading or speculative purposes.

These instruments are recorded on the consolidated balance sheets at fair value and classified within Level 2 of the fair value hierarchy.

Gains and losses on the derivative instruments that are not designated as hedging instruments are recognized in other income (expense), net in the consolidated statements of operations.

The cash flows associated with our non-designated derivatives are classified in cash flows from investing activities on our consolidated statement of cash flows.

We have master netting arrangements with certain counterparties to our foreign currency exchange contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty.

We have elected to present the derivative assets and derivative liabilities on a gross basis.

Derivative assets are recorded in prepaid expenses and other current assets and derivative liabilities are recorded in accrued and other current liabilities on our consolidated balance sheets.

Restricted Investments

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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.

These evaluations are complex and involve judgment, 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.

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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 many of our 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.

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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.

In markets where we charge Mobility and Delivery end-users a fee to use the platform, we have a performance obligation to end-users to connect them to Drivers and Merchants in the marketplace.

Principal vs.

Agent Considerations

Agent Accounting Considerations

Judgment is required in determining whether we are the principal or agent in transactions with Drivers, Merchants and end-users.

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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.

In markets where we agree to provide Mobility or Delivery services to end-users for a fee, 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.

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We typically receive the service fee within a short period of time following the completion of a delivery.

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

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.

We derive our Freight revenue from freight brokerage, transportation management and related services provided to Shippers.

Brokerage revenue represents the gross amount of fees charged to Shippers for brokerage services provided to Shippers.

Costs incurred with independent freight 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 contracts with Shippers that define the price for each shipment and payment terms and our acceptance of the shipment request from Shippers establishes enforceable rights and obligations for each contract.

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 invoice the Shipper upon satisfaction of our sole performance obligation to facilitate the transportation of the Shipper’s freight through 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.

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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.

Our Transportation Management services can include shipment planning, freight optimization, carrier assignment, load management, freight audit and payment processing and other Transportation Management related services.

Our sole performance obligation in these contracts is the integration of these services that allow for the transport of the Shipper’s freight by independent freight carriers.

Transportation Management revenue is recognized on a gross basis in the amount of gross fees charged to Shippers upon satisfaction of our performance obligation.

Costs incurred with independent freight carriers for these transactions are recorded in cost of revenue.

Revenue is recognized as our performance obligation is satisfied, which generally represents the transit period from origin to destination by an independent freight 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.

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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.

Agent Accounting Considerations

Judgment is required in determining whether we recognize the fees charged to Shippers on a gross or net basis.

We record the majority of our revenue from Brokerage and Transportation Management on a gross basis at the amounts charged to Shippers as we are primarily responsible for facilitating the transportation of Shippers’ goods with independent freight carriers that meet 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

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

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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.

The fair value of common stock was determined on the grant date using the closing price of our common stock.

Service-Based Awards

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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.

We have granted restricted common stock awards (“RSA(s)”), RSUs, stock appreciation rights (“SAR(s)”), and stock options 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”).

The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics.

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.

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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 performance-based conditions generally are satisfied upon achieving specified performance targets.

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.

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

We determine volatility over

an expected term of six months and twelve months based on our historical volatility.

We determine volatility over an expected term of six months and twelve months based on our historical volatility.

We estimate the expected term based on the contractual term.

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Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

Costs and Expenses

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

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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.

Advertising expenses totaled $ 1.7 billion for each of the years ended December 31, 2022 and 2023 and $ 1.9 billion for the year ended December 31, 2024.

Discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled $ 2.2 billion, $ 1.7 billion, and $ 1.4 billion for the years ended December 31, 2022, 2023 and 2024, respectively.

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Expenses also include ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs.

• General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and general corporate insurance costs.

General and administrative expenses also include certain legal settlements.

general corporate insurance costs.

General and administrative expenses also include certain legal related accruals and expenses.

• 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.

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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.

Insurance reserves is the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for such insurance related risks 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.

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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

the current year results of operations.

Adjustments to reserves for risks retained by us, if any, relating to accidents that occurred in prior years are reflected in 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.

Insurance recoverables are recognized when we enter into contracts that transfer the risk recorded

in our insurance reserves to third-party insurance companies.

Recoverable amounts estimated to be recovered within one year are recorded in prepaid expenses and other current assets, with longer term recoverables recorded in other assets 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.

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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):

In June 2022, the Financial Accounting Standards Board (“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.

We adopted the ASU on January 1, 2024.

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

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

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.

Improvements to Reportable Segment Disclosures,” which adds 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 also allows disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance.

The standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted the new standard on January 1, 2024 on a retrospective basis.

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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Early adoption is permitted.

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

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

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures," which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items.

The standard will be effective for public companies for fiscal years beginning after December

15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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

Note 2 – Revenue

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Freight revenue 6,947 5,245 5,141

All Other revenue 8 — —

Total revenue $ 31,877 $ 37,281 $ 43,978

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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.

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.

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

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

Note 3 – Investments and Fair Value Measurement

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Grab 1,806 2,529

Aurora 364 1,425

Other 170 523

Notes receivable from a related party (2), (4)

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

(3) In connection with Aurora Innovation, Inc.’s (“Aurora”) November 2021 initial public offering, we are subject to a lock-up agreement in which our ability to sell or transfer our shares in Aurora is partially restricted until November 2025.

(4) Consists of the Lime Convertible Note.

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(“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):

Assets Measured at Fair Value on a Recurring Basis

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

As of December 31, 2023 As of December 31, 2024

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Total financial assets $ 4,554 $ 5,720 $ 126 $ 10,400 $ 6,974 $ 8,562 $ 155 $ 15,691

Financial Liabilities

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, 2023 and 2024.

Debt Securities

As of December 31, 2023, the amortized cost of our debt securities approximates fair value.

We did not record any material unrealized gains or losses as of December 31, 2023.

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

As of December 31, 2024

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

government and agency securities $ 5,843 $ 7 $ ( 2 ) $ 5,848

Commercial paper 702 — — 702

Corporate bonds 1,975 1 ( 2 ) 1,974

Certificates of deposit 38 — — 38

Total $ 8,558 $ 8 $ ( 4 ) $ 8,562

For the years ended December 31, 2022, 2023 and 2024, we did not record any material realized gains or losses for our debt securities.

As of December 31, 2023 and 2024, there were no allowance for credit losses related to our debt securities.

The weighted-average remaining maturity of our debt securities was less than one year as of December 31, 2024.

Derivatives Not Designated as Hedging Instruments

As of December 31, 2024, the fair value of our outstanding derivative assets and liabilities were not material.

We did not record any material realized or unrealized gains or losses for our financial derivative instruments during the year ended December 31, 2024.

As of December 31, 2024, there were no rights of set-off associated with our foreign currency exchange contracts.

The total notional amount of outstanding derivatives not designated as hedging instruments was $ 1.1 billion as of December 31, 2024.

Fair Value Hierarchy

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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

periods, as a result of the primary weighting on the investee’s financing transactions.

Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting 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

Total operating expenses 813

Loss from operations ( 731 )

Net loss ( 755 )

As of December 31, 2023 and 2024, our Class A common stock in Aurora (“Aurora Investment”) have been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets measured at fair value on a recurring basis.

We recognized a net unrealized loss of $ 3.0 billion, a net unrealized gain of $ 985 million, and a net unrealized gain of $ 629 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively, for the fair value change of the equity security.

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.

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.

As of December 31, 2023 and 2024, our Class A ordinary shares in Grab have been classified as a marketable equity security with a readily determinable fair value (Level 1) in the table presenting our financial assets measured at fair value on a recurring basis.

We recognized a net unrealized loss of $ 2.1 billion, a net unrealized gain of $ 80 million, and a net unrealized gain of $ 723 million on the investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively, for the fair value change of the equity security.

Delivery Hero Investment

In May 2024, we paid $ 300 million to purchase approximately 8.4 million newly issued ordinary shares of Delivery Hero.

In connection with the Delivery Hero investment, we entered into a definitive agreement to acquire Foodpanda Taiwan.

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

As of December 31, 2024, our investment in Delivery Hero was classified as a marketable equity security with a readily determinable fair value (Level 1) measured at fair value on a recurring basis.

We recognized an immaterial net unrealized gain on this investment in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2024.

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

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Total unrealized gain (loss) for non-marketable equity securities $ 405 $ 436 $ 329

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):

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Total carrying value at the end of the period $ 2,574 $ 3,199

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, 2023 and 2024.

Didi Investment

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, 2023 and 2024, 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 and 2024 as an observable transaction for similar securities.

As of December 31, 2023 and 2024, 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).

We recognized a net unrealized loss of $ 1.0 billion, a net unrealized gain of $ 443 million and a net unrealized gain of $ 357 million on this investment in other income (expense), net in our consolidated statements of operations for the years ended December 31, 2022, 2023 and 2024, respectively.

Note 4 - Equity Method Investments

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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 initial fair value of our equity method investment in Careem Technologies was $ 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.

Included in the initial carrying value of $ 300 million was a 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, 2024, 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.

The carrying value of the equity method investment is 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.

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.

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

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

and 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.

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.

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.

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.

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.

to Yandex for $ 703 million in cash and recognized an immaterial loss from this transaction recorded in other income (expense), net in our consolidated statement of operations during the year ended December 31, 2023.

After this transaction, we no longer had an equity interest in MLU B.V.

In 2021, we granted Yandex an option (“MLU B.V.

Call Option”) to acquire our remaining equity interest in 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.

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Leased computer equipment 683 641

Leased vehicles 11 2

Motor vehicles and other equipment 2 51

Internal-use software 488 650

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Depreciation expense relating to property and equipment was $ 346 million, $ 355 million, and $ 332 million for the years ended December 31, 2022, 2023 and 2024, 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.

Note 6 - Leases

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Total lease liabilities $ 1,629 $ 310

As of December 31, 2023, additional operating leases and finance leases that have not yet commenced are immaterial.

As of December 31, 2024, additional operating leases and finance leases that have not yet commenced were 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.

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,

Thereafter 798

We own two adjacent office buildings, Mission Bay 1 & 2, which are located on land for which we have two 76 -year land lease agreements (“Land Leases”) ending in 2092.

We have a 49 % indirect interest in the land (“Indirect Interest”) which are accounted for as a financing arrangement due to our 49 % previous ownership in the land and continuing involvement through a purchase option on the land in the Land Leases.

As of December 31, 2024, our Indirect Interest is included in property and equipment, net, with the corresponding financing obligation included in other long-term liabilities.

The remaining 51 % of the Land Leases are accounted for as operating leases.

The annual rent amounts under the Land Leases are fixed through 2032, after which, the annual rent amounts will adjust annually based on the prevailing consumer price index.

Future lease payments on the Land Leases as of December 31, 2024, is $ 1.7 billion;

51 % is included in our operating lease commitments, and 49 % or $ 826 million, is allocated to the financing obligation of the Indirect Interest through 2092.

Note 7 – Goodwill and Intangible Assets

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Balance as of January 1, 2023 $ 2,421 $ 4,405 $ 1,437 $ 8,263

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 )

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Balance as of December 31, 2023 2,337 4,369 1,445 8,151

Foreign currency translation and other adjustments ( 76 ) ( 2 ) ( 7 ) ( 85 )

Balance as of December 31, 2024 $ 2,261 $ 4,367 $ 1,438 $ 8,066

Intangible Assets

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2023 2024 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

2030 Senior Note $ — $ 1,250 4.5 % January 15, 2030

2034 Senior Note — 1,500 4.9 % September 15, 2034

2054 Senior Note — 1,250 5.4 % September 15, 2054

2030 Refinanced Term Loans 1,986 — — % —

2026 Senior Note

1,500 — — % —

2027 Senior Note

1,200 700 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

2025 Convertible Notes (1)

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

2028 Convertible Notes 1,725 1,725 1.1 % December 1, 2028

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Total long-term debt $ 9,459 $ 8,347

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.

(1) The 2025 Convertible Notes will mature on December 15, 2025, and is classified within accrued and other current liabilities on our consolidated balance sheet as of December 31, 2024.

2030, 2034, and 2054 Senior Notes

On September 9, 2024, we completed a registered public offering of $ 1.25 billion aggregate principal amount of our 4.30 % Senior Note due on January 15, 2030 (the “2030 Senior Note”), $ 1.50 billion aggregate principal amount of our 4.80 % Senior Note due on September 15, 2034 (the “2034 Senior Note”), and $ 1.25 billion aggregate principal amount of our 5.35 % Senior Note due on September 15, 2054 (the “2054 Senior Note” and, together with the 2030 Senior Note and the 2034 Senior Note, the “Notes”).

Notes are our senior unsecured debt obligations and the entire principal amounts of the Notes are due at the respective maturity dates and therefore, the Notes are classified as long-term.

In November 2024, we used a portion of the net proceeds from our Notes offering, along with cash on hand, to redeem, in full, the outstanding 2026 Senior Note.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 in other income (expense), net in our consolidated statement of operations.

Following the redemption, the 2026 Senior Note is no longer outstanding.

Interest on the 2030 Senior Note is payable semi-annually in arrears on January 15 and July 15 of each year at 4.30 % per annum, beginning January 15, 2025.

Interest on the 2034 Senior Note and 2054 Senior Note is payable semi-annually in arrears on March 15 and September 15 of each year at 4.80 % and 5.35 % per annum, respectively, beginning March 15, 2025.

The indentures governing the 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, 2024.

As of December 31, 2024, the fair value of the 2030 Senior Note, 2034 Senior Note, and 2054 Senior Note was $ 1.2 billion, $ 1.4 billion, and $ 1.2 billion, respectively, and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

2030 Refinanced Term Loans

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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

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 Second Closing constituted an additional term loan in the same tranche as the First Closing (collectively, the “2030 Refinanced Term Loans”).

The 2030 Refinanced Term Loans had a maturity date of March 3, 2030.

The interest rate for the 2030 Refinanced Term Loans was Secured Overnight Financing Rate (“SOFR”) subject to a floor of 0.00 %, plus 2.75 % per annum.

The refinancing transactions qualified as both a debt modification and debt extinguishment.

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(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.

The cash inflow and cash outflow were recorded within cash flows from financing activities in our consolidated statement of cash flows for the year ended December 31, 2023.

In September 2024, we used a portion of the net proceeds from our Notes offering, discussed above, to repay, in full, all loans outstanding under our term loan agreement, of which approximately $ 1.97 billion aggregate principal amount was outstanding as of June 30, 2024.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 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

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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.

Additionally, we used a portion of the net proceeds from this offering, along with cash on hand, to partially pay down $ 500 million of our 2030 Refinanced Term Loans in November 2023 and redeem all of our outstanding 2025 Senior Note in December 2023.

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 Note was no longer outstanding.

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;

ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “2028 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2028 Convertible Notes measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

(iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date;

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(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 “2025 Convertible Notes measurement period”) in which the trading price (as defined in the indenture governing 2025

Convertible Notes) per $1,000 principal amount of notes for each trading day of the 2025 Convertible Notes measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

(iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date;

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As of December 31, 2024, 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 2025 Convertible Notes will mature on December 15, 2025, and therefore is classified as accrued and other current liabilities on our consolidated balance sheet as of December 31, 2024.

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.

2 unchanged sentences

We may not redeem the notes prior to December 20, 2023.

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.

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) 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, 2024 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

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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.

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.

2027 Senior Note

In September 2019, we issued eight-year notes with aggregate principal amount of $ 1.2 billion due on September 15, 2027 (the “2027 Senior Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2027 Senior Note 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.

In October 2024, we partially redeemed $ 500 million of the 2027 Senior Note.

As a result, we recognized an immaterial loss on debt extinguishment for the year ended December 31, 2024 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.

2028 Senior Note

In September 2020, we issued eight-year notes with an aggregate principal amount of $ 500 million due on January 15, 2028 (the “2028 Senior Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2028 Senior Note 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

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.

In October 2020, we used the net proceeds from this offering, along with cash on hand, to redeem, in full, the outstanding 2023 Senior Note.

2029 Senior Note

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 Note”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

We issued the 2029 Senior Note 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 Note is classified as long-term.

(“Transplace”) by our majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”) in 2021.

The 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries.

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2029 Senior Note 1,450

2029 Senior Note 1,431

Total $ 2,668

The future principal payments for our long-term debt as of December 31, 2023 is summarized as follows (in millions):

The future principal payments for our long-term debt as of December 31, 2024 are summarized as follows (in millions):

Future Minimum Payments

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Total interest expense from long-term debt $ 525 $ 595 $ 489

Credit Agreement

On September 26, 2024, we entered into a Credit Agreement (the “Credit Agreement”) which replaced the existing Revolving Credit Facility initially entered into in 2015.

The Credit Agreement provides for $ 5.0 billion in aggregate amount of commitments for senior unsecured revolving loans, which will mature on September 26, 2029, unless otherwise extended in accordance with the terms of the Credit Agreement.

The Credit Agreement provides that we may obtain, subject to the satisfaction of customary conditions, loans in U.S.

Dollars or certain alternate currencies.

Proceeds from any borrowings under the Credit Agreement may be used for general corporate purposes.

The Credit Agreement is unsecured and is not guaranteed by any of our subsidiaries.

The Credit Agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes.

The Credit Agreement also contains customary events of default.

We were in compliance with all covenants in the Credit Agreement as of December 31, 2024.

Loans under the Credit Agreement will bear interest, at our option, at either the term SOFR rate (determined in accordance with the Credit Agreement) plus an initial margin of 1.00 % per annum or the base rate (determined in accordance with the Credit Agreement) plus an initial margin of 0.00 % per annum.

The Credit Agreement has a commitment fee, which will initially accrue at a

rate of 0.125 % per annum, on the actual daily undrawn amount of the aggregate commitments of the lenders in respect to the Credit Agreement.

The applicable margin over the term SOFR rate and the base rate, as well as the commitment fee, will fluctuate based upon the ratings of our non-credit enhanced senior unsecured long-term debt.

At closing, approximately $ 413 million of letters of credit were issued under the Credit Agreement, transitioned from outstanding letters of credit under the existing Revolving Credit Facility.

As of December 31, 2024, there was no balance outstanding on the Credit Agreement.

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.

We had a revolving credit agreement initially entered into during 2015 with certain lenders, which provided 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 London Interbank Offered Rate (“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

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.

The credit agreement also contained customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement.

The credit agreement also contained customary events of default.

The Revolving Credit Facility also contained 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.

The joinder agreement brought 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.

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.

In November 2024, Freight Holding terminated the 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.

For purposes of securing obligations related to leases, insurance contracts, and other contractual obligations, we also maintain an agreement for letters of credit.

As of December 31, 2023, we had letters of credit outstanding of $ 975 million.

The letters of credit that reduced the available credit under the previous Revolving Credit Facility were $ 287 million.

As of December 31, 2024, we had letters of credit outstanding of $ 1.4 billion.

The letters of credit that reduced the available credit under the new Credit Agreement were $ 354 million.

Note 9 – Supplemental Financial Statement Information

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Income and other tax liabilities 684 751

Commitment to issue unsecured convertible notes in connection with Careem acquisition 152 128

Current portion of long-term debt 25 1,150

Other 1,938 2,185

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Other comprehensive income before reclassifications

57 2,562 2,619

Amounts reclassified from accumulated other comprehensive income

— ( 2,608 ) ( 2,608 )

Other comprehensive income (loss) 81 — 81

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

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

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

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

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

(2) The amounts reclassified from accumulated other comprehensive income are recorded in other income (expense), net and the related tax impact of $ 176 million is recorded in provision for (benefit from) income taxes on the consolidated statement of operations.

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

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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 statement of operations during the year ended December 31, 2023.

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

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

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Balance as of December 31, 2024 $ ( 521 ) $ 4 $ ( 517 )

(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.

Other Income (Expense), Net

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Gain on business divestitures, net (1)

Gain (loss) from sale of investments (2)

Loss from sale of investments (2)

Unrealized gain (loss) on debt and equity securities, net (3)

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call option (5)

Acquisition termination fee (6)

Other, net 1 ( 198 ) ( 77 )

Other income (expense), net $ ( 7,029 ) $ 1,844 $ 1,849

(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.

(1) During the year ended December 31, 2023, gain on business divestitures, net represented a $ 204 million gain on the sale of interest in Careem Technologies.

Refer to Note 17 – 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.

(2) 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:

(3) During the year ended December 31, 2022, unrealized gain (loss) on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

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 represents changes in the fair value of our equity securities, primarily 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.

During the year ended December 31, 2024, unrealized gain (loss) on debt and equity securities, net represents changes in the fair value of our equity securities, primarily including:

a $ 723 million net unrealized gain on our Grab investment, a $ 629 million net unrealized gain on our Aurora investment, and a $ 357 million net unrealized gain on our Didi investment.

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

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(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”).

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

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

(6) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further information on Foodpanda Taiwan.

Note 10 – Stockholders' Equity

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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

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.

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As of December 31, 2024 33 7,198 $ 40.16 4.90 $ 153

Vested and expected to vest as of December 31, 2023 118 8,319 $ 13.41 2.43 $ 406

Exercisable as of December 31, 2024 33 3,484 $ 22.03 3.16 $ 135

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During 2024, 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.

Stock-Based Compensation Expense

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Stock-based compensation expense capitalized as internally developed software costs were not material for the years ended December 31, 2022, 2023 and 2024.

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.

Our income tax benefits recognized in the consolidated statements of operations from stock-based compensation arrangements were not material while we were under full valuation allowance on our U.S.

deferred tax assets during the years ended December 31, 2022 and 2023.

With the release of the valuation allowance associated with our U.S.

federal and certain state deferred tax assets in 2024, income tax benefits recognized in the consolidated statement of operations from stock-based compensation expense were $ 381 million during the year ended December 31, 2024.

During 2022, 2023 and 2024, warrants vested to non-employee service providers and others were not material and no warrants were granted.

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During 2022, 2023 and 2024, 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, 2022, 2023 and 2024 were not material.

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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.

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, 2025, a total of 118 million shares of common stock are reserved for issuance under the ESPP.

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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.

In February 2024, our board of directors authorized the repurchase of up to $ 7.0 billion in shares of our outstanding common stock (the “Share Repurchase Program”).

The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors.

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Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

During the year ended December 31, 2024, we repurchased and subsequently retired 17.8 million shares of common stock for $ 1.2 billion, excluding broker commissions and fees.

As of December 31, 2024, we had $ 5.8 billion available to repurchase shares pursuant to the Share Repurchase Program.

In January 2025, we announced that we entered into an accelerated share repurchase (“ASR”) agreement with a large financial institution to repurchase $ 1.5 billion of our outstanding common stock as part of our previously announced Share Repurchase Program.

The transactions under the ASR agreement were completed during the first quarter of 2025.

The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of certain stock repurchases.

During the year ended December 31, 2024, the excise tax on net share repurchases was not material.

Note 11 – Income Taxes

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Foreign ( 903 ) 796 670

Income (loss) before income taxes and income from equity method investments $ ( 1,025 ) $ ( 9,426 ) $ 2,321

Income (loss) before income taxes and income (loss) from equity method investments $ ( 9,426 ) $ 2,321 $ 4,125

The components of the provision for (benefit from) income taxes for the years ended December 31, 2022, 2023 and 2024 are as follows (in millions):

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State income tax expense (1)

0.8 1.2 ( 19.8 )

Foreign rate differential 2.0 ( 0.4 ) ( 0.4 )

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Change in unrecognized tax benefits

( 8.9 ) ( 6.8 ) 37.8

Valuation allowance (3)

US tax on foreign income ( 10.8 ) 0.6 4.1

Withholding taxes (3)

1.1 ( 2.8 ) ( 164.3 )

Tax rate change 22.4 — —

US effects on foreign operations 0.6 4.1 ( 2.5 )

Withholding taxes ( 0.3 ) 9.5 ( 0.1 )

Other interest 1.7 ( 4.1 ) ( 2.8 )

Other, net ( 0.8 ) ( 0.3 ) 0.1

( 1.1 ) ( 0.8 ) ( 0.3 )

Effective income tax rate 1.9 % 9.2 % ( 139.6 ) %

(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.

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.

(1) We consistently report the effects of the state valuation allowance on the state income tax expense line-item within our effective tax rate.

In 2024, we released $ 1.2 billion of our valuation allowance on our U.S.

state deferred tax assets, with the exception of our California R&D credits.

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

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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.

(3) In 2024, we released $ 5.2 billion of our valuation allowance on our U.S.

federal deferred tax assets.

This is included on the change in valuation allowance line-item.

The components of deferred tax assets and liabilities as of December 31, 2023 and 2024 are as follows (in millions):

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Deferred tax liabilities

Indefinite lived deferred tax liability (1)

Investments 114 515

ROU assets 301 270

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Net deferred tax assets (liabilities) $ 116 $ 6,163

(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.

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.

The income tax benefit was $ 5.8 billion for the year ended December 31, 2024, which includes a $ 6.4 billion benefit related to the release of our valuation allowance on the U.S.

federal and state deferred tax assets, with the exception of our California R&D credits and other non-material deferred tax assets.

We regularly assess the need for a valuation allowance against our deferred tax assets.

In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized.

As of December 31, 2024, we demonstrated sustained profitability in the U.S.

based on U.S.

pre-tax book income adjusted for permanent book-to-tax differences.

Further, given our taxable income position for the annual period ended on December 31, 2024, we utilized more attributes than we generated, which reduces our U.S.

federal and state net deferred tax assets.

This information is both objective and verifiable;

thereby, representing strong positive evidence that carries significant weight.

Based on all available positive and negative evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that a majority of our U.S.

federal and state deferred tax assets will be realizable.

We continue to maintain a valuation allowance against the California R&D credits, as we believe it is not more-likely-than-not to be realized, as we expect R&D tax credit generation to exceed our ability to use these credits in future periods.

Furthermore, based on available evidence, we believe it is more-likely-than-not that the Netherlands’ net deferred tax assets will not be fully realizable.

We will continue to maintain a valuation allowance against these net deferred tax assets.

We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences and tax planning strategies by jurisdiction.

However, our 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 and the ability to successfully execute our business plans and/or tax planning strategies.

Release of the valuation allowance would result in the recognition of net deferred tax assets on our consolidated balance sheet and would result in an income tax benefit in the period the release is recorded.

As of December 31, 2024, we had U.S.

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As of December 31, 2024, 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.

state NOL carryforwards of $ 7.5 billion that started

expiring in 2024 and $ 1.6 billion that have an unlimited carryover period.

As of December 31, 2024, we had foreign NOL carryforwards of $ 759 million that begin to expire in 2024 and $ 19.2 billion that have an unlimited carryover period.

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federal research tax credit carryforwards of $ 1.2 billion that begin to expire in 2028.

state research tax credit carryforwards of $ 4 million that begin to expire in 2033 and $ 696 million that have an unlimited carryover period.

state research tax credit carryforwards of $ 798 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.

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Gross decreases - prior year tax positions ( 51 ) ( 315 ) ( 37 )

Gross decreases - settlements with tax authorities — — ( 6 )

Gross decreases - lapse of statute of limitations — ( 72 ) ( 3 )

Unrecognized tax benefits at end of year $ 3,513 $ 3,345 $ 4,937

(1) In 2024, new information became available that required a remeasurement of a prior year transfer pricing tax position resulting in an overall reduction in our net deferred tax assets of $ 1.2 billion, which is fully offset by a change in the valuation allowance.

This is reflected in the increases to prior year uncertain tax positions above.

As of December 31, 2024, approximately $ 421 million of unrecognized tax benefits, if recognized, would impact the effective tax rate.

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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.

As of December 31, 2023 and 2024, the amount of interest and penalties accrued was $ 17 million and $ 17 million, respectively.

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.

An estimate of changes to unrecognized tax benefits recorded as of December 31, 2024, that are reasonably possible to occur within the next 12 months cannot be made.

We are subject to taxation in the U.S.

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States 2008 - 2024

Brazil 2017 - 2023

Australia 2019 - 2024

Netherlands 2019 - 2024

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upon redemption of Freight Holding convertible common shares, non-controlling interest ( 41 ) ( 62 ) ( 49 )

Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes and Careem Notes — — 2

Interest expense, amortization of debt discount and issuance costs of 2025 Convertible Notes — 2 —

Diluted net income (loss) attributable to common stockholders $ ( 9,182 ) $ 1,827 $ 9,807

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Assumed redemption of Freight Holding convertible common shares, non-controlling interest 2,797 4,301 1,701

Assumed redemption of Freight Series A contingently redeemable preferred stock, non-controlling interest — — 10,339

2025 Convertible Notes — 12,784 —

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(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):

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

Year Ended December 31,

2022 2023 2024

Freight Holding contingently redeemable preferred stock 10,070 30,458 13,430

Freight Series A contingently redeemable preferred stock 30,458 13,430 —

Convertible notes 18,250 — —

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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.

We determine our operating segments based on how the CODM, our Chief Executive Officer, manages the business, allocates resources, makes operating decisions and evaluates operating performance.

As of December 31, 2024, our three operating and reportable segments are as follows:

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Our segment operating performance measure is segment Adjusted EBITDA.

The CODM uses segment Adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and make strategic decisions.

The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment.

Segment Adjusted EBITDA 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).

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

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

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

Year Ended December 31, 2022

Mobility Delivery Freight Total

Revenue $ 14,029 $ 10,901 $ 6,947 $ 31,877

Platform Participant direct transaction costs (1)

( 3,090 ) ( 4,788 ) ( 6,300 ) ( 14,178 )

( 7,640 ) ( 5,562 ) ( 647 ) ( 13,849 )

Segment Adjusted EBITDA $ 3,299 $ 551 $ — 3,850

Mobility $ 1,596 $ 3,299 $ 4,963

Delivery ( 348 ) 551 1,506

Freight ( 130 ) — ( 64 )

All Other (1)

Total Segment Adjusted EBITDA 1,107 3,850 6,405

Reconciling items:

Corporate G&A and Platform R&D (3)

( 1,881 ) ( 2,137 ) ( 2,353 )

Depreciation and amortization ( 947 )

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Legal, tax, and regulatory reserve changes and settlements (4)

( 526 ) ( 732 ) ( 9 )

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

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COVID-19 response initiatives ( 1 )

( 54 ) ( 1 ) —

Loss on lease arrangement, net ( 7 )

Restructuring and related charges ( 2 )

Legacy auto insurance transfer (5)

Mass arbitration fees, net 14

Income (loss) from operations $ ( 3,834 ) $ ( 1,832 ) $ 1,110

(1) Includes historical results of ATG and Other Technology Programs and New Mobility.

Income from operations ( 1,832 )

Interest expense ( 565 )

Other income (expense), net ( 7,029 )

Income (loss) before income taxes and income (loss) from equity method investments $ ( 9,426 )

Year Ended December 31, 2023

Mobility Delivery Freight Total

Revenue $ 19,832 $ 12,204 $ 5,245 $ 37,281

Platform Participant direct transaction costs (1)

( 5,130 ) ( 5,329 ) ( 4,714 ) ( 15,173 )

( 9,739 ) ( 5,369 ) ( 595 ) ( 15,703 )

Segment Adjusted EBITDA $ 4,963 $ 1,506 $ ( 64 ) 6,405

Reconciling items:

Corporate G&A and Platform R&D (3)

Depreciation and amortization ( 823 )

Stock-based compensation expense ( 1,935 )

Legal, tax, and regulatory reserve changes and settlements (4)

Goodwill and asset impairments/loss on sale of assets ( 84 )

Acquisition, financing and divestitures related expenses ( 36 )

Loss on lease arrangement, net ( 4 )

Restructuring and related charges ( 51 )

Income from operations 1,110

Interest expense ( 633 )

Other income (expense), net 1,844

Income (loss) before income taxes and income (loss) from equity method investments $ 2,321

Year Ended December 31, 2024

Mobility Delivery Freight Total

Revenue $ 25,087 $ 13,750 $ 5,141 $ 43,978

Platform Participant direct transaction costs (1)

( 6,884 ) ( 5,591 ) ( 4,652 ) ( 17,127 )

( 11,706 ) ( 5,688 ) ( 563 ) ( 17,957 )

Segment Adjusted EBITDA $ 6,497 $ 2,471 $ ( 74 ) 8,894

Reconciling items:

Corporate G&A and Platform R&D (3)

Depreciation and amortization ( 711 )

Stock-based compensation expense ( 1,796 )

Legal, tax, and regulatory reserve changes and settlements (4)

Goodwill and asset impairments/loss on sale of assets ( 3 )

Acquisition, financing and divestitures related expenses ( 25 )

Loss on lease arrangement, net ( 2 )

Restructuring and related charges ( 25 )

Income from operations 2,799

Interest expense ( 523 )

Other income (expense), net 1,849

Income (loss) before income taxes and income (loss) from equity method investments $ 4,125

(1) Platform Participant direct transaction costs primarily consist of (i) costs paid directly to Platform Earners on our platform recorded in cost of revenue, excluding depreciation and amortization;

and (ii) incentives to end-users recorded in sales and marketing.

(2) Other primarily consists of non-Platform Participant costs, including:

(i) trip insurance, payment card fees and bank fees, customer support and technology costs;

and (ii) other operating costs, primarily related to employee headcount costs (excluding stock-based compensation), external contractor expenses and brand marketing as well as (iii) costs related to bringing new Platform Earners and new Platform end-users to the Platform recorded in costs and expenses.

(3) Includes costs that are not directly attributable to our reportable segments.

Corporate G&A also includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs.

Platform R&D also includes mapping and payment technologies and support and development of the internal technology infrastructure.

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.

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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

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As of December 31, 2023 and 2024, we had recorded aggregate liabilities of $ 1.0 billion and $ 1.5 billion, respectively, of which $ 336 million and $ 221 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 are currently party to various legal and regulatory matters that have arisen in the normal course of business and include, among others, alleged independent contractor misclassification claims, Fair Credit Reporting Act (“FCRA”) claims, alleged background check violations, pricing and advertising claims, unfair competition claims, intellectual property claims, employment discrimination and other employment-related claims, Americans with Disabilities Act (“ADA”) claims, data and privacy claims, securities claims, antitrust claims, challenges to regulations, and other matters.

We have existing litigation, including class actions, Private Attorney General Act lawsuits, arbitration claims, and governmental administrative and audit proceedings, asserting claims by or on behalf of Drivers that Drivers are misclassified as independent contractors.

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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:

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.

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The case had been stayed pending appeal of the denial of a motion to compel arbitration, however the California Supreme Court denied review on January 17, 2024, and the case was remitted back to the Superior Court on January 29, 2024 for further proceedings.

On July 2, 2024, the Superior Court lifted the stay.

We intend to continue to vigorously defend ourselves.

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.

The ultimate resolution of these matters is uncertain and the amount accrued is recorded within accrued and other current liabilities on the consolidated balance sheet as of December 31, 2024.

Massachusetts Attorney General Lawsuit

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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.

On June 27, 2024, the parties reached an agreement to resolve the matter, and the case was dismissed the same day.

In October 2024, we paid into a settlement fund and resolved the matter.

Swiss Social Security Rulings

Several Swiss administrative bodies have issued decisions in which they classify Drivers or Couriers as employees of Uber for social security or labor purposes.

We are challenging 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.

The litigations with regards to the social security contributions are still pending for years 2014 to 2021.

In October 2024, the Social Security authority decided that the changes to our 2023 model are not sufficient to classify drivers as independent contractors.

We have filed an appeal against this decision.

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.

Following the ruling of the Federal Tribunal on Eats, the Social Security authorities claimed the payment of social security contributions since the launch of Uber Eats.

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.

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, 2024.

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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.

Both assessments were calculated through November 15, 2019, but only calculated the alleged contributions, penalties, and interests owed from 2014 through 2018.

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

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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, 2024.

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.

Other Matters

IPO Securities Litigation

Beginning in September 2019, putative class actions were filed in California state and federal courts against us, our directors, certain of our officers, and the underwriters named in our IPO registration statement, alleging violations of securities laws in connection with our May 2019 IPO.

Following dismissal of certain matters, the remaining actions were consolidated in the Northern District of California, which granted Plaintiffs’ motion for class certification in July 2022.

On April 24, 2024, the parties informed the court that they were negotiating a settlement agreement, and the court stayed the litigation.

On July 19, 2024, the parties executed and publicly filed a settlement agreement.

On August 9, 2024, the court granted preliminary approval of the settlement.

On December 4, 2024, the court granted final approval and the matter was resolved.

The settlement has been fully paid.

Separately, a shareholder filed a follow-on derivative action on behalf of the Company, against the same officers and directors, and that matter has been stayed since February 2021, with a status conference scheduled for March 13, 2025.

Non-Income Tax Matters

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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.

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.

As of December 31, 2024, we have received multiple assessments from the HMRC disputing our application of VAT Order 1987 for the period of March 2022 to June 2024, totaling approximately $ 1.6 billion (£ 1.3 billion) for unpaid VAT.

Uber paid the assessments in order to proceed with the appeal process.

The payments do not represent our acceptance of the assessments.

The payments made in 2023 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.

The payments made in 2023 and 2024 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.

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.

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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.

In April 2024, we received a positive decision from the FRB.

This decision was appealed, and another positive decision to Uber was issued by the Court of Appeals in September 2024, maintaining the first instance decision.

If the tax authorities in Brazil appeal this second positive decision, Uber will continue to defend its position.

In December 2024, due to the absence of an appeal from the National Treasury, a formal document was issued confirming the closure of the case in the Company’s favor.

As a result, the case has been archived and closed.

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.

We have been or are currently subject to various government inquiries and investigations surrounding the legality of certain of our business practices, compliance with antitrust, anti-bribery and anti-corruption laws (including the Foreign Corrupt Practices Act) and other global regulatory requirements, labor laws, securities laws, data protection and privacy laws, consumer protection laws, environmental laws, and the infringement of certain intellectual property rights.

We are investigating many of these matters and are implementing a number of recommendations to our managerial, operational and compliance practices, as well as strengthening our overall governance structure.

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

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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.

Our insurance reserves include unpaid losses and loss adjustment expenses related to these claims.

Indemnifications

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Note 15 – Variable Interest Entities

VIEs are legal entities that lack sufficient equity to finance their activities without future subordinated financial support.

Consolidated VIEs

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As of December 31, 2023 and 2024, 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.

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.

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.

In November 2024, Freight Holding terminated the revolving credit facility.

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.

We are exposed to these unconsolidated VIEs’ economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests.

Our carrying amounts of both assets and liabilities recognized on the consolidated balance sheets related to unconsolidated VIEs noted below were $ 575 million and $ 577 million as of December 31, 2023 and 2024, respectively.

As of December 31, 2023 and 2024, our maximum exposure to loss was $ 686 million and $ 691 million, respectively.

Our maximum exposure to loss includes the carrying amounts of assets and liabilities recognized on our consolidated balance sheet related to the unconsolidated VIEs noted below as well as an immaterial financial guarantee.

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.

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”).

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.

On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L.

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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.

As of December 31, 2023, the remaining contingent liability was recorded within accrued and other current liabilities on our consolidated balance sheet and was not material.

The contingent liability was paid in January 2024.

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.

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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

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.

As of December 31, 2023 and 2024, the carrying value of non-controlling interests represented by subsidiaries’ preferred units and preferred stock were $ 1.6 billion and $ 820 million, respectively.

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:

As of December 31, 2023 and 2024, we owned 74 % and 84 %, respectively, of our subsidiary Freight Holding capital stock, or 72 % and 80 %, respectively, on a fully-diluted basis.

The minority stockholders of Freight Holding include, among others:

(i) holders of Freight Holding’s Series A and A-1 Preferred Stock;

(ii) holders of common equity awards issued under the employee equity incentive plans;

and (iii) 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.

and (iii) current and former employees who hold fully vested shares.

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.

As of December 31, 2024, a total number of 356.7 million shares of Freight Holding were reserved, of which 225.4 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.

Certain Holders of Common Stock of Freight Holding

Certain minority common stockholders of our subsidiary Freight Holding, including individuals who hold shares obtained from the exercise of vested stock options issued under Freight Holding’s 2018 employee equity incentive plan, have put rights to sell increasing percentages of their equity interests at fair value to Freight Holding at specified periods of time ending in August 2025 through August 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary;

provided, however, that former employees who hold shares will only have a one-time opportunity to exercise their put right to sell 100 % of their equity interests for a specified period of time ending in August 2025.

Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon our election.

As of December 31, 2023 and 2024, the minority common stockholders ownership in Freight Holding is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control.

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.

In the third quarter of 2024, the redeemable non-controlling interest related to these certain minority common stockholders of Freight Holding was deemed probable of becoming redeemable and re-measured to its estimated redemption value with an adjustment of $ 338 million.

This redeemable non-controlling interest is re-measured to its estimated redemption value each reporting period.

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.

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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.

Prior to their redemption in October 2024, the 2020 Freight Series A Investor was considered a related party to Freight Holding.

We do not attribute the pro rata share of the Freight Holding’s loss to the redeemable non-controlling interests in Series A Preferred shares of Freight Holding because these shares are entitled to a liquidation preference and therefore do not participate in losses that would cause their interest to be below the liquidation preference.

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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.

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 at the Freight Series A Liquidation Preference, described above.

As of December 31, 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.

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.

Upon the redemption date in October 2024, we repurchased the 2020 Freight Series A Investor’s Freight Series A preferred stock in cash for $ 851 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.

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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:

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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.

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.

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

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.

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):

Common stock issued $ 881

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.

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

Current assets $ 50

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

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.

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.

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

Cash and cash equivalents $ 29

Accounts receivable, net

Prepaid expenses and other current assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Goodwill 1,438

Total assets acquired 3,395

Accounts payable

Operating lease liabilities, current

Accrued and other current liabilities

Operating lease liabilities, non-current ( 66 )

Deferred tax liability ( 163 )

Other long-term liabilities

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

Trade names 9 2

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

Revenue $ 21,764

Net loss including non-controlling interests ( 700 )

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.

As of December 31, 2023 and 2024, the liability related to Freight Holding’s supplier financing program are included within accounts payable on the consolidated balance sheets.

A rollforward of Freight Holding obligations confirmed and paid during the year is presented below (in millions):

Year Ended December 31, 2024

Confirmed obligations outstanding balance at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

Note 17 – 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.

In December 2023, we divested Careem’s non-ridesharing business and completed the 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.

The following table presents the gain on sale of the interest in Careem Technologies.

The gain associated with the divestiture was included in other income (expense), net in the consolidated statement of operations (in millions):

Year Ended December 31, 2023

4 unchanged sentences

Gain on the sale of interest in Careem Technologies

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

Schedule II - Valuation and Qualifying Accounts

6 unchanged sentences

Insurance reserves (4)

$ 4,028 $ 2,128 $ ( 1,396 ) $ ( 6 ) $ 4,754

Year Ended December 31, 2023

2 unchanged sentences

Insurance reserves (3), (4)

$ 4,754 $ 3,544 $ ( 1,526 ) $ 214 $ 6,986

Year Ended December 31, 2024

2 unchanged sentences

Insurance reserves (3), (4)

$ 6,986 $ 4,489 $ ( 1,696 ) $ 17 $ 9,796

(1) Additions to insurance reserves include $ 152 million, $ 158 million and $( 78 ) million for the years ended December 31, 2022, 2023 and 2024 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.

(2) 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.

For the year ended December 31, 2024, the decrease in the valuation allowance was primarily attributable to the release of the valuation allowance of certain U.S.

federal and state deferred tax assets.

(3) $ 248 million and $ 264 million of the insurance reserve is covered by third-party insurance and is included as a component of prepaid expenses and other current assets and other assets as of December 31, 2023 and 2024, respectively.

(4) Other represents the change in the insurance reserve for which there is a corresponding insurance recoverable.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data