What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-13 compared with 2025-02-14 · 158 added, 198 removed, 464 unchanged (43% of the section changed)

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We are involved in numerous legal proceedings globally, including putative class and collective class action lawsuits, demands for arbitration, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors.

Of particular note are proceedings in California, where on May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court (the “Court”) against Uber and Lyft, Inc., alleging that drivers are misclassified, and sought an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

To comply with Proposition 22, we have incurred and expect to incur additional expenses, including expenses associated with a guaranteed minimum earnings floor for Drivers, insurance for injury protection and subsidies for health care.

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(1) See the section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.

(2) See the section titled “Certain Key Metrics and Non-GAAP Financial Measures” below for more information.

(2) See the section titled “Certain Key Metrics” below for more information.

(3) MAPCs presented for annual periods are MAPCs for the fourth quarter of the year.

(4) Net cash provided by operating activities and free cash flow during the year ended December 31, 2023 reflected an approximately $789 million (£631 million) cash outflow related to payments of HMRC VAT assessments for the period of March 2022 to June 2023.

For additional information on these matters, refer to Note 14 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K as well as the section titled “Liquidity and Capital Resources”.

** Percentage not meaningful.

Highlights for 2025

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Delivery Gross Bookings grew 22% year-over-year, on a constant currency basis, primarily driven by an increase in Delivery Trip volumes.

Freight Gross Bookings declined 2% year-over-year, on a constant currency basis.

Freight Gross Bookings declined 1% year-over-year, on a constant currency basis, as a result of challenging freight market cycles.

Revenue was $52.0 billion, up 18% year-over-year, primarily attributable to an increase in Gross Bookings of 19%.

The increase in Gross Bookings was primarily driven by an increase in Mobility and Delivery Trip volumes.

The increase in revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $863 million and $713 million across Mobility and Delivery, respectively.

Net income attributable to Uber Technologies, Inc.

was $10.1 billion, which includes:

(i) a $6.4 billion benefit from the release of our valuation allowance of certain U.S.

federal and state deferred tax assets and (ii) the favorable impact of a pre-tax unrealized gain on debt and equity securities, net, of $1.8 billion primarily related to changes in the fair value of our equity securities, 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.

(i) a $5.0 billion benefit from the release of our Netherlands’ deferred tax assets valuation allowance and (ii) the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net, of $97 million primarily related to changes in the fair value of our equity securities, including:

a $802 million net unrealized loss on our Aurora investment, a $155 million net unrealized loss on our Lucid investment, partially offset by a $409 million net unrealized gain on our Didi investment, a $179 million net unrealized gain on our Waabi investment, and a $145 million net unrealized gain on our Grab investment.

Adjusted EBITDA was $8.7 billion, growing $2.2 billion year-over-year.

Mobility Adjusted EBITDA was $7.9 billion, up $1.4 billion year-over-year.

Delivery Adjusted EBITDA was $2.5 billion, up $965 million year-over-year.

Delivery Adjusted EBITDA was $3.6 billion, up $1.1 billion year-over-year.

These increases were partially offset by a $298 million increase in Corporate G&A and Platform R&D costs, year-over-year.

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During the fourth quarter of 2025, we redeemed $1.15 billion of our outstanding debt.

For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

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.

For additional information, see Note 10 – Stockholders' Equity to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional information, see Note 8 – Long-Term Debt and Credit Arrangements to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Components of Results of Operations

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We would expect revenue to fluctuate on an absolute dollar basis for the foreseeable future based upon factors such as Trip volume, Driver supply, macroeconomic conditions, global travel activities and management pricing and promotional activities.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition” as well as “Note 1 – Description of Business and Summary of Significant Accounting Policies - Revenue Recognition,” and “Note 2 – Revenue” to our consolidated

financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition” as well as “Note 1 – Description of Business and Summary of Significant Accounting Policies - Revenue Recognition” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Cost of Revenue, Exclusive of Depreciation and Amortization

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We would expect sales and marketing expenses to vary from period to period as a percentage of revenue due to timing of marketing campaigns.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

Research and Development

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Interest expense consists primarily of interest expense associated with our outstanding debt, including amortization of debt discount and issuance costs.

For additional detail related to our debt obligations, see “Note 8 – Long-Term Debt and Revolving Credit Arrangements” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional detail related to our debt obligations, see “Note 8 – Long-Term Debt and Credit Arrangements” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents, short-term investments, restricted cash and cash equivalents and restricted investments.

Other Income (Expense), Net

Other income (expense), net primarily includes the following items:

• Interest income, which consists primarily of interest earned on our cash and cash equivalents, short-term investments, restricted cash and cash equivalents and restricted investments.

• Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.

• Gain on business divestitures, net.

• Gain (loss) from sale of investments.

• Unrealized gain (loss) on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our marketable and non-marketable securities.

• Impairment of equity method investment.

• Revaluation of MLU B.V.

call option, which represents changes in fair value recorded on the call option granted to Yandex (“MLU B.V.

Call Option”).

• Acquisition termination fee.

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Additionally, certain of our foreign earnings may also be taxable in the United States.

Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, changes in the valuation allowance on our U.S.

and Netherlands' deferred tax assets, and changes in tax laws.

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.

Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, and changes in tax laws.

The income tax benefit was $4.3 billion for the year ended December 31, 2025, which includes a $5.0 billion benefit related to the release of our valuation allowance on the Netherlands' deferred tax assets, partially offset by tax expense on our earnings.

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.

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 Netherlands within the next 12 months.

However, our judgment regarding future earnings and the exact timing and amount of any valuation allowance release is 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.

The Inflation Reduction Act Corporate Alternative Minimum Tax (“CAMT”), which is a minimum tax calculated by reference to financial statement income, does not apply to the Company for the year ended December 31, 2024.

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

In evaluating the recoverability of these deferred tax assets, we considered all available evidence, both positive and negative.

As of December 31, 2025, we were in a 12-quarter cumulative income position based on the Netherlands’ pre-tax book income adjusted for permanent book-to-tax differences.

The 12-quarter cumulative income position is considered significant positive evidence that is both objective and verifiable.

The historical income position provides us evidence to place greater reliance on projections of future profit as a source of income.

Furthermore, current-year profitability and corresponding positive taxable income in the Netherlands, along with projections of future profit, provides strong positive evidence for the realization of our deferred tax assets in the Netherlands.

Based on all available evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that our Netherlands’ deferred tax assets will be realizable.

Accordingly, we released $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

The Inflation Reduction Act Corporate Alternative Minimum Tax ("CAMT"), which is a minimum tax calculated by reference to financial statement income, does not apply to the Company in 2025.

We could be subject to the CAMT in future years, which would require us to make minimum cash tax payments.

In addition, the Organisation for Economic Co-operation and Development has led international efforts among approximately 140 countries and taxing jurisdictions to propose and implement changes to numerous long-standing tax principles, including a framework that imposes a minimum tax rate of 15% in each taxing jurisdiction.

In addition, the Organisation for Economic Co-operation and Development (“OECD”) has led international efforts among approximately 140 countries and taxing jurisdictions to propose and implement changes to numerous long-standing tax principles, including a framework that imposes a minimum tax rate of 15% in each taxing jurisdiction.

Under this guidance, we will be required to determine a combined effective tax rate for all entities located in a jurisdiction.

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We are continuing to monitor the pending implementation of these rules by individual countries and the potential impact on our business.

The provision effective in 2024 had an insignificant impact on our tax obligations for 2024.

Income (Loss) from Equity Method Investments

Income (loss) from equity method investments primarily includes the results of our share of income or loss from our equity method investments.

The provisions effective in 2025 have an insignificant impact on our tax obligations for 2025.

Loss from Equity Method Investments

Loss from equity method investments primarily includes the results of our share of income or loss from our equity method investments.

For additional information, see “Note 4 – Equity Method Investments” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

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Interest expense (523) (440)

Interest income

Other income (expense), net 1,128 (68)

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

Income before income taxes and loss from equity method investments 4,125 5,800

Provision for (benefit from) income taxes (5,758) (4,346)

Income (loss) from equity method investments 48 (38)

Loss from equity method investments (38) (53)

Net income including non-controlling interests 9,845 10,093

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Interest expense (1) % (1) %

Interest income

Other income (expense), net 3 % — %

Income before income taxes and income (loss) from equity method investments 6 % 9 %

Income before income taxes and loss from equity method investments 9 % 11 %

Provision for (benefit from) income taxes (13) % (8) %

Income (loss) from equity method investments — % — %

Loss from equity method investments — % — %

Net income including non-controlling interests 22 % 19 %

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The increase in Gross Bookings was primarily driven by an increase in Mobility and Delivery Trip volumes.

Cost of Revenue, Exclusive of Depreciation and Amortization

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2025 Compared to 2024

Cost of revenue, exclusive of depreciation and amortization, increased $4.2 billion, or 19%, mainly due to a $1.3 billion increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven in our Mobility business, a $1.3 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings in certain markets, a $718 million increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings in certain markets, and a $303 million increase in credit card processing costs, as a result of increased Gross Bookings.

Cost of revenue, exclusive of depreciation and amortization, increased $4.7 billion, or 18%, mainly due to a $1.6 billion increase in Driver payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Mobility Gross Bookings in certain markets, a $1.6 billion increase in Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, as a result of increased Delivery Gross Bookings in certain markets, and a $851 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven in our Mobility business.

Operations and Support

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2025 Compared to 2024

Operations and support expenses increased $43 million, or 2%, primarily attributable to a $66 million increase in employee headcount costs and a $34 million increase in stock-based compensation, partially offset by a $63 million decrease in Driver background check costs.

Operations and support expenses increased $122 million, or 4%, primarily attributable to a $138 million increase in employee headcount costs, partially offset by a $30 million decrease in external contractor expenses.

Sales and Marketing

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2025 Compared to 2024

Sales and marketing expenses decreased $19 million, primarily attributable to a $299 million decrease in consumer discounts, promotions, credits and refunds to $1.4 billion compared to $1.7 billion in the same period in 2023, partially offset by a $238 million increase in indirect advertising and marketing and a $41 million increase in external contractor expenses.

The decrease in consumer discounts, promotions, credits and refunds includes:

a decrease of $1.6 billion, primarily attributed to business model changes in some countries that classified certain sales and marketing costs as contra revenue, partially offset by a $1.3 billion increase in consumer discounts, promotions, credits and refunds globally.

Sales and marketing expenses increased $561 million, or 13%, primarily attributable to a $221 million increase in indirect advertising and marketing, a $207 million increase in consumer discounts, promotions, credits and refunds to $1.6 billion compared to $1.4 billion in the same period in 2024, and a $129 million increase in employee headcount costs.

Research and Development

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2025 Compared to 2024

Research and development expenses decreased $55 million, or 2%, primarily attributable to a $112 million decrease in stock-based compensation, partially offset by a $48 million increase in employee headcount costs.

Research and development expenses increased $293 million, or 9%, primarily attributable to $313 million increase in employee headcount costs.

General and Administrative

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2025 Compared to 2024

General and administrative expenses increased $957 million, or 36%, primarily attributable to a $753 million increase in legal-related accruals and expenses and a $185 million increase in other corporate expenses.

General and administrative expenses decreased $398 million, or 11%, primarily attributable to a $549 million decrease in legal-related accruals and expenses, partially offset by a $65 million increase in employee headcount costs and a $47 million increase in other corporate expenses.

Depreciation and Amortization

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2025 Compared to 2024

Depreciation and amortization expenses decreased $112 million, or 14%, primarily attributable to a $103 million decrease in amortization and depreciation expenses due to various acquired intangible and fixed assets becoming fully amortized and depreciated during the period.

The change in depreciation and amortization expenses was not material.

Interest Expense

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2025 Compared to 2024

Interest expense decreased by $110 million, or 17%, primarily attributable to the extinguishment of the 2025 Senior Note in the fourth quarter of 2023, extinguishment of our 2030 Refinanced Term Loans and the 2026 Senior Note in the third quarter and fourth quarter of 2024, respectively.

Other Income (Expense), Net

Interest expense decreased by $83 million, or 16%, primarily attributable to debt refinancing activities in the second half of 2024 and 2025.

Interest Income

Year Ended December 31, % Change

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Interest income

$ 721 $ 743 3 %

Percentage of revenue 2 % 1 %

2025 Compared to 2024

The change in interest income was not material.

Other Income (Expense), Net

Year Ended December 31, % Change

(In millions, except percentages) 2024 2025

Foreign currency exchange gains (losses), net (391) 89 **

Gain on business divestitures, net 204 — (100) %

Loss from sale of investment

Unrealized gain (loss) on debt and equity securities, net 1,832 (97) **

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(1) Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information on Foodpanda Taiwan.

** Percentage not meaningful.

2025 Compared to 2024

Interest income increased by $237 million primarily attributable to a larger investment portfolio compared to the same period in 2023.

Gain on business divestitures, net decreased by $204 million primarily due to a $204 million gain on the sale of interest in Careem Technologies in the fourth quarter of 2023.

For additional information, see Note 17 – Divestitures included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Unrealized gain (loss) on debt and equity securities, net increased by $222 million primarily represents changes in the fair value of our equity investments.

Unrealized gain (loss) on debt and equity securities, net decreased by $1.9 billion primarily represents changes in the fair value of our equity investments.

In 2025, net unrealized loss on debt and equity securities, net, includes:

In 2024, unrealized gain on debt and equity securities, net, includes:

a $985 million net unrealized gain on our Aurora investments, a $443 million net unrealized gain on our Didi investment, a $84 million net unrealized gain on our Joby investment, and an $80 million net unrealized gain on our Grab investment,

In 2024, net unrealized gain on debt and equity securities, net, includes:

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

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.

For additional information, see Note 2 – Investments and Fair Value Measurement included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

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Effective tax rate (139.6) % (74.9) %

** Percentage not meaningful.

2025 Compared to 2024

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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.

federal and state deferred tax assets will be realizable.

Provision for income taxes decreased by $6.0 billion primarily attributable to the release of $6.4 billion of our valuation allowance of certain U.S.

federal and state deferred tax assets in the fourth quarter of 2024.

Income from Equity Method Investments

In evaluating the recoverability of these deferred tax assets, we considered all available evidence, both positive and negative.

As of December 31, 2025, we were in a 12-quarter cumulative income position based on the Netherlands’ pre-tax book income adjusted for permanent book-to-tax differences.

The 12-quarter cumulative income position is considered significant positive evidence that is both objective and verifiable.

The historical income position provides us evidence to place greater reliance on projections of future profit as a source of income.

Accordingly, we released $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

Provision for income taxes increased by $1.4 billion primarily attributable to the release of $6.4 billion of our valuation allowance of certain U.S.

federal and state deferred tax assets in the fourth quarter of 2024 compared to the release of $5.0 billion of our Netherlands valuation allowance during the year ended December 31, 2025.

Loss from Equity Method Investments

Year Ended December 31, % Change

(In millions, except percentages) 2024 2025

Income (loss) from equity method investments $ 48 $ (38) **

Loss from equity method investments $ (38) $ (53) (39) %

Percentage of revenue — % — %

** Percentage not meaningful.

2025 Compared to 2024

The change in income (loss) from equity method investments primarily due to our portion of the net income (loss) of our equity method investment in Careem Technologies in 2024.

The change in loss from equity method investments was not material.

Segment Results of Operations

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Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings of 17%, driven by an increase in Trip volumes.

Mobility Adjusted EBITDA increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $1.3 billion increase in Driver payments and incentives recorded in Mobility Platform Participant direct transaction costs, and a $1.3 billion increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven, a $188 million increase in credit card processing costs as a result of increased Gross Bookings, a $182 million increase in network costs, and a $125 million increase in headcount costs, recorded in Mobility other expense.

Mobility Adjusted EBITDA increased primarily attributable to an increase in Mobility Gross Bookings, partially offset by a $1.6 billion increase in Driver payments and incentives recorded in Mobility Platform Participant direct transaction costs, a $851 million increase in insurance expense primarily due to an increase in insurance rate per mile and miles driven, a $224 million increase in network costs, a $164 million increase in credit card processing costs as a result of increased Gross Bookings, and a $105 million increase in indirect advertising and marketing, recorded in Mobility other expense.

Delivery Segment

For the year ended December 31, 2024 compared to the same period in 2023, Delivery revenue increased $1.5 billion, or 13%, and Delivery Adjusted EBITDA increased $965 million, or 64%.

For the year ended December 31, 2025 compared to the same period in 2024, Delivery revenue increased $3.5 billion, or 25%, and Delivery Adjusted EBITDA increased $1.1 billion, or 45%.

Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 22%, driven by an increase in Trip volumes, and a $568 million increase in advertising revenue.

Delivery Adjusted EBITDA increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $718 million increase in Courier payments and incentives recorded in Delivery Platform Participant direct transaction costs, and a $168 million increase in indirect advertising and marketing, a $160 million increase in insurance expense primarily due to an increase in miles driven, and a $127 million increase in credit card processing costs as a result of increased Gross Bookings, recorded in Delivery other expense.

Delivery Adjusted EBITDA increased primarily attributable to an increase in Delivery revenue including advertising, partially offset by a $1.6 billion increase in Courier payments and incentives recorded in Delivery Platform Participant direct transaction costs, a $337 million increase in employee headcount costs, a $124 million increase in credit card processing costs as a result of increased Gross Bookings, a $118 million increase in indirect advertising and marketing, and a $105 million increase in other fees, recorded in Delivery other expense.

Freight Segment

For the year ended December 31, 2024 compared to the same period in 2023, Freight revenue decreased $104 million, or 2%, and Freight Adjusted EBITDA declined $10 million, or 16% .

Freight revenue decreased primarily attributable to a 2% decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle, partially offset by an increase in volume.

Freight Adjusted EBITDA declined primarily attributable to a $104 million decrease in revenue, partially offset by a $62 million decrease in Freight Carrier payments recorded in Freight Platform Participant direct transaction costs, and a $32 million decrease in Freight other expenses.

Certain Key Metrics and Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measure.

For more information about how we use this and other non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled “Reconciliations of Non-GAAP Financial Measures.”

For the year ended December 31, 2025 compared to the same period in 2024, Freight revenue decreased $42 million, or 1%, and Freight Adjusted EBITDA improved $41 million, or 55%.

Freight revenue decreased primarily attributable to a 1% decrease in Freight Gross Bookings due to lower revenue per load as a result of the challenging freight market cycle.

Freight Adjusted EBITDA improved primarily attributable to a $66 million decrease in Freight Carrier payments recorded in Freight Platform Participant direct transaction costs, and a $14 million decrease in Freight other expense, partially offset by $42 million decrease in Freight revenue.

Certain Key Metrics

Monthly Active Platform Consumers.

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Freight 1,282 1,272 1,308 1,273 1,259 1,260 1,307 1,267

Adjusted EBITDA.

See the section titled “Reconciliations of Non-GAAP Financial Measures” for our definition and a reconciliation of net income attributable to Uber Technologies, Inc.

to Adjusted EBITDA.

Year Ended December 31,

(In millions, except percentages) 2023 2024 % Change

Adjusted EBITDA $ 4,052 $ 6,484 60 %

2024 Compared to 2023

Adjusted EBITDA improved $2.4 billion, to $6.5 billion, primarily attributable to a $1.5 billion increase in Mobility Adjusted EBITDA, a $965 million improvement in Delivery Adjusted EBITDA, partially offset by a $57 million increase in Corporate G&A and Platform R&D costs.

Reconciliations of Non-GAAP Financial Measures

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Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and regulatory reserve changes and settlements, (x) goodwill and asset impairments/loss on sale of assets, (xi) acquisition, financing and divestitures related expenses, (xii) restructuring and related charges and (xiii) other items not indicative of our ongoing operating performance.

We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) interest income, (vii) other income (expense), net, (viii) depreciation and amortization, (ix) stock-based compensation expense, (x) certain legal, non-income tax, and regulatory reserve changes and settlements, (xi) goodwill and asset impairments/loss on sale of assets, (xii) acquisition, financing and divestitures related expenses, (xiii) restructuring and related charges and (xiv) other items not indicative of our ongoing operating performance.

We have included Adjusted EBITDA in this Annual Report on Form 10-K because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses.

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In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges.

Legal, tax, and regulatory reserve changes and settlements

Legal, tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income tax positions.

These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, tax and regulatory matters and related expenses incurred in our ongoing operating performance.

Legal, non-income tax, and regulatory reserve changes and settlements

Legal, non-income tax, and regulatory reserve changes and settlements are primarily related to certain significant legal proceedings or governmental investigations related to worker classification definitions, or tax agencies challenging our non-income

tax positions.

These matters have limited precedent, cover extended historical periods and are unpredictable in both magnitude and timing, therefore are distinct from normal, recurring legal, non-income tax and regulatory matters and related expenses incurred in our ongoing operating performance.

Limitations of Non-GAAP Financial Measures and Adjusted EBITDA Reconciliation

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• Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes:

interest income;

foreign currency exchange gains (losses), net;

gain (loss) on business divestitures, net;

unrealized gain (loss) on debt and equity securities, net;

and impairment of debt and equity securities;

• Adjusted EBITDA excludes certain legal, tax, and regulatory reserve changes and settlements that may reduce cash available to us.

and unrealized gain (loss) on debt and equity securities, net;

• Adjusted EBITDA excludes certain legal, non-income tax, and regulatory reserve changes and settlements that may reduce cash available to us.

The following table presents a reconciliation of net income attributable to Uber Technologies, Inc., the most directly comparable GAAP financial measure, to Adjusted EBITDA for each of the periods indicated:

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

(Income) loss from equity method investments

Loss from equity method investments

Provision for (benefit from) income taxes

(5,758) (4,346)

Other (income) expense, net (1,128) 68

Interest expense 523 440

Interest income (721) (743)

Income from operations

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Stock-based compensation expense 1,796 1,826

Legal, tax, and regulatory reserve changes and settlements 9 1,123

Goodwill and asset impairments/loss on sale of assets 84 3

Legal, non-income tax, and regulatory reserve changes and settlements 1,123 564

Goodwill and asset impairments/loss on sale of assets, net 3 2

Acquisition, financing and divestitures related expenses 25 43

Loss on lease arrangements, net 4 2

Restructuring and related charges, net 51 25

Loss on lease arrangement, net 2 2

Restructuring and related charges 25 9

Adjusted EBITDA $ 6,484 $ 8,730

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Net cash provided by operating activities $ 7,137 $ 10,099

$ 3,585 $ 7,137

Net cash used in investing activities (3,177) (3,564)

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Operating Activities

Net cash provided by operating activities was $10.1 billion for the year ended December 31, 2025, primarily consisting of $10.1 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $4.8 billion of deferred income taxes, $1.8 billion of stock-based compensation expense, $747 million of depreciation and amortization expense, as well as a $2.2 billion increase in cash from working capital.

The increase in cash from working capital was primarily driven by an increase in our accrued insurance reserves primarily due to liabilities recorded during the period exceeding claims paid out, and accrued expenses and other liabilities, partially offset by the settlement of the Foodpanda Taiwan termination fee as described in Note 1 – Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K, as well as an increase in accounts receivable and prepaid expenses and other assets primarily due to tax matters recorded as a receivable in other assets described in the Non-Income Tax Matters section below.

Net cash provided by operating activities was $7.1 billion for the year ended December 31, 2024, primarily consisting of $9.8 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $6.0 billion of deferred income taxes, $1.8 billion of stock-based compensation expense, $1.8 billion of unrealized gains from equity securities, $737 million of depreciation and amortization expense, as well as a $2.4 billion increase in cash from working capital.

Net cash provided by operating activities was $3.6 billion for the year ended December 31, 2023, primarily consisting of $2.2 billion of net income including non-controlling interests, adjusted for certain non-cash items, which primarily included $1.9 billion of stock-based compensation expense, $1.6 billion of unrealized gains from equity securities, $823 million of depreciation and amortization expense, $204 million gain from business divestiture, as well as a $165 million increase in cash from working capital.

The increase in cash from working capital was primarily driven by an increase in our insurance reserves, partially offset by an increase in prepaid expenses and other assets as well as accounts receivable.

Net cash provided by operating activities reflects a cash outflow of approximately $789 million (£631 million) cash outflow related to payments of HMRC VAT for assessments for the period of March 2022 to June 2023.

For additional information on this matter, refer to Note 14 – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Investing Activities

Net cash used in investing activities was $3.6 billion for the year ended December 31, 2025, primarily consisting of $21.4 billion in purchases of marketable securities, $815 million in acquisition of businesses, net of cash acquired, $676 million in purchases of non-marketable equity securities, $336 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $20.0 billion.

Net cash used in investing activities was $3.2 billion for the year ended December 31, 2024, primarily consisting of $12.8 billion in purchases of marketable securities, $289 million in purchases of non-marketable equity securities, $242 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $10.2 billion.

Net cash used in investing activities was $3.2 billion for the year ended December 31, 2023, primarily consisting of $8.8 billion in purchases of marketable securities, $223 million in purchases of property and equipment, partially offset by proceeds from maturities and sales of marketable securities of $5.1 billion and proceeds from the sale of an equity method investment of $721 million.

Financing Activities

Net cash used in financing activities was $5.7 billion for the year ended December 31, 2025, primarily consisting of $6.5 billion in repurchases of common stock, $2.4 billion in principal repayment on term loan and notes, $157 million of principal payments on finance leases, and $109 million in redemption of non-controlling interests, partially offset by $3.4 billion of proceeds from issuance of term loan and notes, net of issuance costs.

Net cash used in financing activities was $2.1 billion for the year ended December 31, 2024, primarily consisting of $4.0 billion in principal repayment on term loan and notes, $1.3 billion in repurchases of common stock, $851 million in redemption of non-controlling interests, and $172 million of principal payments on finance leases, partially offset by $4.0 billion of proceeds from issuance of term loan and notes, net of issuance costs.

Net cash used in financing activities was $95 million for the year ended December 31, 2023, primarily consisting of $2.7 billion in principal repayment on term loan and notes, $171 million of principal payments on finance leases and $141 million to fund the cost of entering into the capped call transactions related to our 2028 Convertible Notes, partially offset by $2.8 billion of proceeds from issuance of term loan and notes, net of issuance costs.

Other Information

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We are in compliance with our debt and line of credit covenants as of December 31, 2025, including by meeting our reporting obligations.

acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months.

We also believe that our sources of funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, collateral requirements, potential acquisitions, potential prepayments of contested indirect tax assessments (“pay-to-play”), and other liquidity requirements through at least the next 12 months.

We intend to continue to evaluate and may, in certain circumstances, take preemptive action to preserve liquidity.

Commercial Paper

In June 2025, we established a commercial paper program (the “Program”) under which we may issue unsecured commercial paper notes, not to exceed $2.0 billion outstanding at any time, with maturities of up to 397 days.

The commercial paper notes will rank at least pari passu in right of payment with all of our other unsecured and unsubordinated indebtedness except any indebtedness owing to creditors whose claims are mandatorily preferred by laws of general application.

We intend to use the net proceeds of the Program for general corporate purposes.

As of December 31, 2025, we had no commercial paper notes outstanding.

Debt Redemptions

On September 12, 2024, we exercised the call option for a partial redemption of $500 million for the 2027 Senior Note.

The partial redemption was completed on October 3, 2024.

In addition, on October 2, 2024, we exercised the call option to redeem the $1.5 billion 2026 Senior Note, we completed the redemption on November 1, 2024.

For additional information, see Note 8 – Long-Term Debt and Revolving Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

In September 2025, we exercised the call option and fully redeemed $700 million of the 2027 Senior Notes and $500 million of the 2028 Senior Notes, using a portion of the net proceeds from the sale of the 2031 and 2035 Senior Notes.

In addition, during the fourth quarter of 2025, we redeemed $1.15 billion in aggregate principal amount of the 2025 Convertible Notes for $1.15 billion in cash, and an immaterial amount of our common stock was issued to settle the conversion premium.

For additional information, see Note 8 – Long-Term Debt and Credit Arrangements in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Share Repurchase Program

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

In February 2024, our board of directors authorized the repurchase of up to $7.0 billion in shares of our outstanding common stock.

In July 2025, our board of directors authorized an additional $20.0 billion for the repurchase of common stock.

These authorizations (collectively, the “Share Repurchase Program”) total $27.0 billion.

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

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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.

As of December 31, 2024, we had $5.8 billion available to repurchase shares pursuant to the Share Repurchase Program For additional information, see Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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

Freight Series A Preferred Stock

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.

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.

For additional information, see Note 16 – Non-Controlling Interests in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Repurchases for the year ended December 31, 2025 included a $1.5 billion accelerated share repurchase (“ASR”) completed during the first quarter of 2025.

As of December 31, 2025, we had $19.2 billion available to repurchase shares pursuant to the Share Repurchase Program.

For additional information, see Note 10 – Stockholders' Equity in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Non-Income Tax Matters

United Kingdom

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

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

As of 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.

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

Uber UK began 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.

Due to a legislative change effective from January 2, 2026, UK Private Hire Operators are no longer permitted to apply the VAT Order 1987 in respect of supplies made on or after that date.

Accordingly, Uber UK ceased applying the VAT Order 1987 after January 2, 2026.

As of December 31, 2025, we have received multiple assessments from His Majesty's Revenue & Customs (“HMRC”) disputing our application of VAT Order 1987 for the period of March 2022 to September 2024, totaling approximately $1.8 billion (£1.4 billion) for unpaid VAT.

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

The payments do not represent our acceptance of the assessments.

The payments made in 2023 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.

The payments made in 2023 through 2025 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 the period 2023 through 2025.

HMRC has expressed their intention to not enforce assessments pending the determination of the appeal of a competitor on a related matter.

If payment of future assessments is required, the payments would decrease operating cash flow and have no impact on our results of operations.

We plan to vigorously defend our application of the VAT Order 1987 and are waiting to obtain hearing dates from the Tax Tribunal.

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We have long-term debt with varying maturities dates through 2054.

Purchase Commitments

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For the year ended December 31, 2025, Uber satisfied its commitment for the 2022 Cloud Computing Service Agreements.

As of December 31, 2024, we had $2.7 billion in non-cancelable commitments, this includes the $2.5 billion in 2022 Cloud Computing Service Agreements discussed above.

As of December 31, 2025, we had $2.4 billion in non-cancelable commitments which includes the $2.1 billion in 2022 Cloud Computing Service Agreements discussed above.

The non-cancellable commitments have varying expiration terms through November 2029.

In July 2025, we agreed to purchase, or have our designated fleet operators purchase, a minimum of 20,000 Lucid vehicles equipped with Nuro’s Level 4 autonomous driving systems over a six-year period following the start of production, which is targeted for 2026.

This agreement is subject to risks and uncertainties, which could cause actual outcomes to differ materially.

These include, but are not limited to:

production timelines;

vehicles meeting certain quality thresholds and complying with other requirements;

and fleet operator participation.

As of December 31, 2025, our cash requirement has not been determined and there can be no assurance that such purchases will be completed as contemplated.

Critical Accounting Estimates

We believe that the following accounting policies involve a high degree of judgment and complexity and are critical to understanding and evaluating our consolidated financial condition and results of our operations.

An accounting policy is considered to be critical if it requires judgment on a significant accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the reported amounts of assets, liabilities, revenue and expenses, and related disclosures in our audited consolidated financial statements.

An accounting policy is considered to be critical if it requires judgment on a significant accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in our audited consolidated financial statements.

We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

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We derive our revenue from service fees paid by Drivers and Merchants for the use of our platform in connection with our Mobility products and Delivery offering provided by Drivers and Merchants to end-users.

Our sole performance obligation in the transaction is to connect Drivers and Merchants with end-users to facilitate the completion of a successful ridesharing trip or delivery.

Our sole performance obligation in the

transaction is to connect Drivers and Merchants with end-users to facilitate the completion of a successful ridesharing trip or delivery.

In many of our markets, we also generate revenue from end-users and charge a direct fee for use of the platform or in exchange for Mobility or Delivery services.

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Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite lived intangible assets, including goodwill, are not amortized.

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, any subsequent adjustments are recorded to earnings.

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, any subsequent adjustments are recorded in earnings.

Investments—Non-Marketable Equity and Debt Securities

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Investments in material available-for-sale debt securities are recorded initially at fair value and subsequently remeasured to fair value at each reporting date with the changes in fair value recognized in other comprehensive income (loss), net of tax.

We may elect the fair value option for financial instruments and account for investments in debt and equity securities at fair value with changes reported in net income (loss) from continuing operations.

We may elect the fair value option for financial instruments and account for investments in debt and equity securities at fair value with changes reported in net income.

Investments in privately-held equity and debt securities are valued using significant unobservable inputs or data in inactive markets.

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The impairment analysis for investments in equity securities includes a qualitative analysis of factors including the investee’s financial performance, industry and market conditions, and other relevant factors.

If an equity investment is considered to be impaired we will establish a new carrying value for the investment and recognize an impairment loss through our consolidated statement of operations.

Investments in debt securities are evaluated for impairment quarterly based on whether its fair value has declined below its amortized cost.

If an equity investment is considered to be impaired, we will establish a new carrying value for the investment and recognize an impairment loss in our consolidated statement of operations.

Investments in debt securities are evaluated for impairment quarterly based on whether the investment’s fair value has declined below its 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 the fair value and amortized cost is recognized as a loss in the consolidated financial statement 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.

In circumstances where neither condition exists, we 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 obligor’s, credit ratings actions, as well as other factors.

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Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax.

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

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

Equity Method Investments

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Investments accounted for under the equity method are initially recorded at cost.

Subsequently, we recognize through the consolidated statements of operations, and as an adjustment to the investment balance, our proportionate share of the investee entities’ net income or loss, and the amortization of basis differences.

Subsequently, we recognize through the consolidated statements of operations, and as an adjustment to the investment balance, our proportionate share of the investee’s net income or loss, and the amortization of basis differences.

In accounting for these investments, we record our share of the entities’ net income or loss one quarter in arrears.

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Qualitative and quantitative factors considered as indicators of a potential impairment include financial results and operating trends of the investees, implied values in transactions of the investee’s securities, severity and length of decline in value, and our intention for holding the investment, among other factors.

If an impairment is determined to be other-than-temporary, the fair value of the impaired investment would have to be determined and an impairment charge recorded for the difference between the fair value and the carrying value of the investment.

If an impairment is determined to be other-than-temporary, the fair value of the impaired investment is determined and an impairment charge is recorded for the difference between the fair value and the carrying value of the investment.

The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions.

Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of the impairment charges.

Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and the determination of any impairment charges.

Goodwill Impairment Assessment

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We make certain judgments and assumptions to determine our reporting units and in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.

Determination of reporting units is based

on a judgmental evaluation of the level at which our segment managers review financial results, evaluate performance, and allocate resources.

Determination of reporting units is based on a judgmental evaluation of the level at which our segment managers review financial results, evaluate performance, and allocate resources.

Judgment in the assessment of qualitative factors of impairment include, among other factors:

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Loss Contingencies

We are involved in legal proceedings, claims, and regulatory, indirect tax examinations, or government inquiries and investigations that may arise in the ordinary course of business.

We are involved in legal proceedings, claims, regulatory actions, indirect tax examinations, or government inquiries and investigations that may arise in the ordinary course of business.

Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.

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These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based on new information and future events.

The outcomes of litigation, regulatory, indirect tax examinations and investigations are inherently uncertain.

Therefore, if one or more of these matters were resolved against us for amounts in excess of management’s expectations, our results of operations, financial condition, or cash flows, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.

We are subject to income taxes in the United States and foreign jurisdictions.

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The establishment of deferred tax assets from intra-entity transfers of intangible assets requires management to make significant estimates and assumptions to determine the fair value of such intangible assets.

Significant estimates in valuing intangible assets may include, but are not necessarily limited to, internal revenue and expense forecasts, the estimated life of the intangible assets, comparable transaction values, and/or discount rates.

The discount rates used to discount expected future cash flows to present value are derived from a weighted-average cost of capital analysis and are adjusted to reflect the inherent risks related to the cash flow.

Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based, in part, on historical experience, internal and external comparable data and are inherently uncertain.

Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based, in part, on historical

experience, internal and external comparable data and are inherently uncertain.

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

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We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income taxes.

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.

The income tax benefit was $4.3 billion for the year ended December 31, 2025, which includes a $5.0 billion benefit related to the release of our valuation allowance on our Netherlands’ deferred tax assets, partially offset by tax expense on our earnings.

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.