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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________ 
FORM 10-Q
____________________________________________ 
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to _____            
Commission File Number: 001-38902
____________________________________________ 
UBER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
____________________________________________________________________________ 
Delaware 45-2647441
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1515 3rd Street
San Francisco, California 94158
(Address of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s telephone number, including area code)
____________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.00001 per share UBER New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
The number of shares of the registrant's common stock outstanding as of October 31, 2022 was 1,994,407,340.



UBER TECHNOLOGIES, INC.
TABLE OF CONTENTS
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1


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
our ability to successfully defend litigation and government proceedings brought against us, including with respect to our relationship with drivers and couriers, and the potential impact on our business operations and financial performance if we are not successful;
our ability to successfully compete in highly competitive markets;
our ability to effectively manage our growth and maintain and improve our corporate culture;
our expectations regarding financial performance, including but not limited to revenue, potential profitability and the timing thereof, ability to generate positive Adjusted EBITDA or Free Cash Flow, expenses, and other results of operations;
our expectations regarding future operating performance, including but not limited to our expectations regarding future Monthly Active Platform Consumers (“MAPCs”), Trips, Gross Bookings, and Take Rate;
our expectations regarding our competitors’ use of incentives and promotions, our competitors’ ability to raise capital, and the effects of such incentives and promotions on our growth and results of operations;
our anticipated investments in new products and offerings, and the effect of these investments on our results of operations;
our anticipated capital expenditures and our estimates regarding our capital requirements;
our ability to close and integrate acquisitions into our operations;
anticipated technology trends and developments and our ability to address those trends and developments with our products and offerings;
the size of our addressable markets, market share, category positions, and market trends, including our ability to grow our business in the countries we have identified as expansion markets;
the safety, affordability, and convenience of our platform and our offerings;
our ability to identify, recruit, and retain skilled personnel, including key members of senior management;
our expected growth in the number of platform users, and our ability to promote our brand and attract and retain platform users;
our ability to maintain, protect, and enhance our intellectual property rights;
our ability to introduce new products and offerings and enhance existing products and offerings;
our ability to successfully enter into new geographies, expand our presence in countries in which we are limited by regulatory restrictions, and manage our international expansion;
our ability to successfully renew licenses to operate our business in certain jurisdictions;
the impacts of contagious disease, such as COVID-19, or outbreaks of other viruses, disease or pandemics on our business, results of operations, financial position and cash flows;
the impact of the global economy, including rising inflation and interest rates;
the availability of capital to grow our business;
volatility in the business or stock price of our minority-owned affiliates;
our ability to meet the requirements of our existing debt and draw on our line of credit;
our ability to prevent disturbances to our information technology systems;
our ability to comply with existing, modified, or new laws and regulations applying to our business; and
our ability to implement, maintain, and improve our internal control over financial reporting.
Actual events or results may differ from those expressed in forward-looking statements. As such, you should not rely on forward-
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looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, prospects, strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q speak only as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts which are reflected in thousands, and per share amounts)
(Unaudited)
As of December 31, 2021 As of September 30, 2022
Assets
Cash and cash equivalents $ 4,295  $ 4,865 
Restricted cash and cash equivalents 631  593 
Accounts receivable, net of allowance of $51 and $80, respectively
2,439  2,468 
Prepaid expenses and other current assets 1,454  1,442 
Total current assets 8,819  9,368 
Restricted cash and cash equivalents 2,879  3,176 
Investments 11,806  3,643 
Equity method investments 800  902 
Property and equipment, net 1,853  1,942 
Operating lease right-of-use assets 1,388  1,405 
Intangible assets, net 2,412  1,992 
Goodwill 8,420  8,300 
Other assets 397  384 
Total assets $ 38,774  $ 31,112 
Liabilities, redeemable non-controlling interests and equity
Accounts payable $ 860  $ 774 
Short-term insurance reserves 1,442  1,433 
Operating lease liabilities, current 185  189 
Accrued and other current liabilities 6,537  6,624 
Total current liabilities 9,024  9,020 
Long-term insurance reserves 2,546  3,036 
Long-term debt, net of current portion 9,276  9,268 
Operating lease liabilities, non-current 1,644  1,626 
Other long-term liabilities 935  762 
Total liabilities 23,425  23,712 
Commitments and contingencies (Note 12)
Redeemable non-controlling interests 204  430 
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 1,949,316 and 1,990,396 shares issued and outstanding, respectively
—  — 
Additional paid-in capital 38,608  40,020 
Accumulated other comprehensive loss (524) (410)
Accumulated deficit (23,626) (33,363)
Total Uber Technologies, Inc. stockholders' equity 14,458  6,247 
Non-redeemable non-controlling interests 687  723 
Total equity 15,145  6,970 
Total liabilities, redeemable non-controlling interests and equity $ 38,774  $ 31,112 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share amounts which are reflected in thousands, and per share amounts)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Revenue $ 4,845  $ 8,343  $ 11,677  $ 23,270 
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below 2,438  5,173  6,247  14,352 
Operations and support 475  617  1,330  1,808 
Sales and marketing 1,168  1,153  3,527  3,634 
Research and development 493  760  1,496  2,051 
General and administrative 625  908  1,705  2,391 
Depreciation and amortization 218  227  656  724 
Total costs and expenses 5,417  8,838  14,961  24,960 
Loss from operations (572) (495) (3,284) (1,690)
Interest expense (123) (146) (353) (414)
Other income (expense), net (1,832) (535) 1,821  (7,796)
Loss before income taxes and income (loss) from equity method investments (2,527) (1,176) (1,816) (9,900)
Provision for (benefit from) income taxes (101) 58  (395) (97)
Income (loss) from equity method investments (13) 30  (28) 65 
Net loss including non-controlling interests (2,439) (1,204) (1,449) (9,738)
Less: net income (loss) attributable to non-controlling interests, net of tax (15) (61) (2)
Net loss attributable to Uber Technologies, Inc. $ (2,424) $ (1,206) $ (1,388) $ (9,736)
Net loss per share attributable to Uber Technologies, Inc. common stockholders:
Basic $ (1.28) $ (0.61) $ (0.74) $ (4.96)
Diluted $ (1.28) $ (0.61) $ (0.75) $ (4.97)
Weighted-average shares used to compute net loss per share attributable to common stockholders:
Basic 1,898,954  1,979,299  1,877,655  1,964,483 
Diluted 1,898,954  1,979,299  1,878,997  1,968,228 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Net loss including non-controlling interests $ (2,439) $ (1,204) $ (1,449) $ (9,738)
Other comprehensive income, net of tax:
Change in foreign currency translation adjustment 24  295  78  114 
Change in unrealized gain on investments in available-for-sale securities 463  —  1,625  — 
Other comprehensive income, net of tax 487  295  1,703  114 
Comprehensive income (loss) including non-controlling interests (1,952) (909) 254  (9,624)
Less: comprehensive income (loss) attributable to non-controlling interests (15) (61) (2)
Comprehensive income (loss) attributable to Uber Technologies, Inc. $ (1,937) $ (911) $ 315  $ (9,622)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
(In millions, except share amounts which are reflected in thousands)
(Unaudited)
Redeemable Non-Controlling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-Redeemable Non-Controlling Interests Total Equity
Shares Amount
Balance as of December 31, 2020 $ 787  1,849,794  $ —  $ 35,931  $ (535) $ (23,130) $ 701  $ 12,967 
Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06 —  —  —  (243) —  —  —  (243)
Exercise of stock options —  3,518  —  35  —  —  —  35 
Stock-based compensation —  —  —  287  —  —  —  287 
Issuance of common stock for settlement of Careem Convertible Notes —  2,872  —  158  —  —  —  158 
Issuance of common stock as consideration for acquisition —  505  —  28  —  —  —  28 
Issuance of common stock for settlement of RSUs —  10,924  —  —  —  —  —  — 
Shares withheld related to net share settlement —  (244) —  (14) —  —  —  (14)
Recognition of non-controlling interest upon acquisition 56  —  —  —  —  —  —  — 
Derecognition of non-controlling interests upon divestiture (356) —  —  —  —  —  (701) (701)
Unrealized gain on investments in available-for-sale securities, net of tax —  —  —  —  1,156  —  —  1,156 
Foreign currency translation adjustment —  —  —  —  33  —  —  33 
Net loss (14) —  —  —  —  (108) —  (108)
Balance as of March 31, 2021 473  1,867,369  —  36,182  654  (23,238) —  13,598 
Exercise of stock options —  2,454  —  40  —  —  —  40 
Stock-based compensation —  —  —  282  —  —  —  282 
Reclassification of share-based award liability to additional paid-in capital —  —  —  —  —  — 
Issuance of common stock under the Employee Stock Purchase Plan —  1,710  —  67  —  —  —  67 
Issuance of common stock for settlement of Careem Convertible Notes —  1,352  —  74  —  —  —  74 
Issuance of common stock for settlement of RSUs —  7,480  —  —  —  —  —  — 
Shares withheld related to net share settlement —  (55) —  (3) —  —  —  (3)
Recognition of non-controlling interest upon acquisition 76  —  —  —  —  —  —  — 
Re-measurement of non-controlling interest 1,052  —  —  (1,058) —  —  —  (1,058)
Unrealized gain on investments in available-for-sale securities, net of tax —  —  —  —  —  — 
Foreign currency translation adjustment —  —  —  —  21  —  —  21 
Net income (32) —  —  —  —  1,144  —  1,144 
Balance as of June 30, 2021 1,569  1,880,310  —  35,588  681  (22,094) —  14,175 
Exercise of stock options —  2,088  —  17  —  —  —  17 
Stock-based compensation —  —  —  292  —  —  —  292 
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Issuance of common stock for settlement of RSUs —  9,696  —  —  —  —  —  — 
Shares withheld related to net share settlement —  (149) —  (6) —  —  —  (6)
Issuance of common stock for settlement of contingent consideration liability —  1,364  —  63  —  —  —  63 
Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest —  4,641  —  —  —  —  —  — 
Acquisition of non-controlling interest (1,327) 20,641  —  1,327  —  —  —  1,327 
Recognition of non-controlling interest upon sale of Freight Holding preferred stock —  —  —  —  —  —  125  125 
Unrealized gain on investments in available-for-sale securities, net of tax —  —  —  —  463  —  —  463 
Foreign currency translation adjustment —  —  —  —  24  —  —  24 
Net loss (13) —  —  —  —  (2,424) —  (2,424)
Balance as of September 30, 2021 $ 229  1,918,591  $ —  $ 37,281  $ 1,168  $ (24,518) $ 125  $ 14,056 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
(In millions, except share amounts which are reflected in thousands)
(Unaudited)
Redeemable Non-Controlling Interests Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Non-Redeemable Non-Controlling Interests Total Equity
Shares Amount
Balance as of December 31, 2021 $ 204  1,949,316  $ —  $ 38,608  $ (524) $ (23,626) $ 687  $ 15,145 
 Exercise of stock options —  1,093  —  —  —  — 
 Stock-based compensation —  —  —  369  —  —  —  369 
 Issuance of common stock for settlement of RSUs —  9,569  —  —  —  —  —  — 
 Shares withheld related to net share settlement —  (316) —  (11) —  —  —  (11)
 Issuance of common stock for settlement of contingent consideration liability —  132  —  —  —  — 
 Foreign currency translation adjustment —  —  —  —  19  —  —  19 
 Net income (loss) —  —  —  —  (5,930) 10  (5,920)
Balance as of March 31, 2022 205  1,959,794  —  38,977  (505) (29,556) 697  9,613 
Exercise of stock options —  1,376  —  —  —  — 
Stock-based compensation —  —  —  484  —  —  —  484 
Issuance of common stock for settlement of RSUs —  12,146  —  —  —  —  —  — 
Issuance of common stock under the Employee Stock Purchase Plan —  2,988  —  59  —  —  —  59 
Shares withheld related to net share settlement —  (79) —  (2) —  —  —  (2)
Foreign currency translation adjustment (3) —  —  —  (200) —  —  (200)
Recognition of non-controlling interest upon capital investment 18  —  —  —  —  —  —  — 
Net income (loss) (26) —  —  —  —  (2,601) 11  (2,590)
Balance as of June 30, 2022 194  1,976,225  —  39,523  (705) (32,157) 708  7,369 
Exercise of stock options —  894  —  —  —  — 
Stock-based compensation —  —  —  494  —  —  —  494 
Issuance of common stock for settlement of RSUs —  13,355  —  —  —  —  —  — 
Issuance of Freight subsidiary preferred stock 250  —  —  —  —  —  —  — 
Recognition of non-controlling interest upon issuance of subsidiary stock —  —  —  —  —  — 
Shares withheld related to net share settlement —  (78) —  (2) —  —  —  (2)
Foreign currency translation adjustment (6) —  —  —  295  —  —  295 
Net income (loss) (8) —  —  —  —  (1,206) 10  (1,196)
Balance as of September 30, 2022 $ 430  1,990,396  $ —  $ 40,020  $ (410) $ (33,363) $ 723  $ 6,970 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended September 30,
2021 2022
Cash flows from operating activities
Net loss including non-controlling interests $ (1,449) $ (9,738)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 656  724 
Bad debt expense 75  76 
Stock-based compensation 834  1,311 
Gain on business divestitures (1,684) (14)
Gain from sale of investments (171) — 
Deferred income taxes (482) (251)
Loss (income) from equity method investments, net 28  (65)
Unrealized loss on debt and equity securities, net 56  7,797 
Impairments of goodwill, long-lived assets and other assets 16  15 
Impairment of equity method investment —  182 
Revaluation of MLU B.V. call option —  (180)
Unrealized foreign currency transactions 12  25 
Other 50 
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable (354) (219)
Prepaid expenses and other assets (229) (57)
Collateral held by insurer 860  — 
Operating lease right-of-use assets 116  142 
Accounts payable 71  (80)
Accrued insurance reserves 490  485 
Accrued expenses and other liabilities 891  897 
Operating lease liabilities (124) (169)
Net cash provided by (used in) operating activities (338) 886 
Cash flows from investing activities
Purchases of property and equipment (218) (193)
Purchases of marketable securities (1,113) — 
Purchases of non-marketable equity securities (857) (14)
Purchase of notes receivable (242) — 
Proceeds from maturities and sales of marketable securities 2,291  376 
Proceeds from sale of non-marketable equity securities 500  — 
Proceeds from sale of equity method investments and grant of related call option 800  — 
Proceeds from business divestiture —  26 
Acquisition of businesses, net of cash acquired (111) (59)
Other investing activities 17  (4)
Net cash provided by investing activities 1,067  132 
Cash flows from financing activities
Issuance of senior notes, net of issuance costs 1,485  — 
Principal repayment on Careem Notes (195) — 
Principal payments on finance leases (166) (147)
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Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 67  59 
Proceeds from issuance and sale of subsidiary stock units 125  255 
Other financing activities 50  (63)
Net cash provided by financing activities 1,366  104 
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents (45) (293)
Net increase in cash and cash equivalents, and restricted cash and cash equivalents 2,050  829 
Cash and cash equivalents, and restricted cash and cash equivalents
Beginning of period 7,391  7,805 
Reclassification from assets held for sale during the period 349  — 
End of period $ 9,790  $ 8,634 
Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents $ 6,482  $ 4,865 
Restricted cash and cash equivalents-current 414  593 
Restricted cash and cash equivalents-non-current 2,894  3,176 
Total cash and cash equivalents, and restricted cash and cash equivalents $ 9,790  $ 8,634 
Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized $ 319  $ 390 
Income taxes, net of refunds 71  149 
Non-cash investing and financing activities:
Finance lease obligations 115  176 
Right-of-use assets obtained in exchange for lease obligations 90  228 
Ownership interest received in exchange for divestiture 1,018  — 
Conversion of convertible notes to common stock 232  — 
Common stock issued in connection with acquisitions 967  — 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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UBER TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business and Summary of Significant Accounting Policies
Description of Business
Uber Technologies, Inc. (“Uber,” “we,” “our,” or “us”) was incorporated in Delaware in July 2010, and is headquartered in San Francisco, California. Uber is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). Uber connects consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connects Riders and other consumers (“Eaters”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers (“Couriers”) for meal preparation, grocery and other delivery services. Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and Couriers are collectively referred to as “Driver(s).” Uber also connects consumers with public transportation networks. Uber uses this same network, technology, operational excellence and product expertise to connect shippers (“Shipper(s)”) with carriers (“Carrier(s)”) in the freight industry by providing Carriers with the ability to book a shipment, transportation management and other logistics services. Uber is also developing technologies that will provide new solutions to everyday problems.
Our technology is used around the world, principally in the United States (“U.S.”) and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The results for the interim periods are not necessarily indicative of results for the full year.
In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive loss, cash flows and the change in equity for the periods presented.
There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022 that have had a material impact on our condensed consolidated financial statements and related notes.
Basis of Consolidation
Our condensed consolidated financial statements include the accounts of Uber Technologies, Inc. and entities consolidated under the variable interest and voting models. All intercompany balances and transactions have been eliminated. Refer to Note 13 – Variable Interest Entities for further information.
Use of Estimates
The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. Additionally, we considered the impacts of the coronavirus pandemic (“COVID-19”) on the assumptions and inputs (including market data) supporting certain of these estimates, assumptions and judgments. On an ongoing basis, management evaluates estimates, including, but not limited to: fair values of investments and other financial instruments (including the measurement of credit or impairment losses); useful lives of amortizable long-lived assets; fair value of acquired intangible assets and related impairment assessments; impairment of goodwill; stock-based compensation; income taxes and non-income tax reserves; certain deferred tax assets and tax liabilities; insurance reserves; and other contingent liabilities. These estimates are inherently subject to judgment and actual results could differ from those estimates.
Certain Significant Risks and Uncertainties - COVID-19
COVID-19 restrictions have had an adverse impact on our business and operations by reducing, in particular, the global demand for Mobility offerings. It is not possible to predict COVID-19’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of COVID-19 on our business and financial results will depend largely on future developments, including: outbreaks or variants of the virus, both globally and within the United
12


States; the administration, adoption and efficacy of vaccines globally; the impact on capital, foreign currencies exchange and financial markets; governmental or regulatory orders that impact our business; and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.
Recently Adopted Accounting Pronouncements
In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which requires disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The standard is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted. We adopted the ASU prospectively on January 1, 2022. The additional required annual disclosures are not expected to have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
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 the acquiring entity 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. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.
In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.
Note 2 – Revenue
The following tables present our revenues disaggregated by offering and geographical region. Revenue by geographical region is based on where the transaction occurred. This level of disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Mobility revenue (1)
$ 2,205  $ 3,822  $ 4,676  $ 9,893 
Delivery revenue (1)
2,238  2,770  5,942  7,970 
Freight revenue 402  1,751  1,051  5,407 
All Other revenue —  —  — 
Total revenue $ 4,845  $ 8,343  $ 11,677  $ 23,270 
(1) We offer subscription memberships to end-users including Uber One, Uber Pass, Rides Pass, and Eats Pass (“Subscription”). We recognize Subscription fees ratably over the life of the pass. We allocate Subscription fees earned to Mobility and Delivery revenue on a proportional basis, based on usage for each offering during the respective period.
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
United States and Canada ("US&CAN") $ 2,648  $ 5,000  $ 6,481  $ 14,498 
Latin America ("LatAm") 390  518  999  1,431 
Europe, Middle East and Africa ("EMEA") 1,064  1,878  2,218  4,851 
Asia Pacific ("APAC") 743  947  1,979  2,490 
Total revenue $ 4,845  $ 8,343  $ 11,677  $ 23,270 
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Revenue
Mobility Revenue
We derive revenue primarily from fees paid by Mobility Drivers for the use of our platform(s) and related services to facilitate and complete mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform. Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.
During the first quarter of 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of mobility services to end-users in those markets. We have determined that in these transactions, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user. We recognize revenue when a trip is complete. In these markets where we are responsible for mobility services, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.
Delivery Revenue
We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions.
Additionally, in certain markets where we are responsible for delivery services, delivery fees charged to end-users are also included in revenue, while payments to Couriers in exchange for delivery services are recognized in cost of revenue. In these markets, we recognized revenue from end-users of $228 million and $490 million for the three and nine months ended September 30, 2021, respectively, and revenue from end-users of $349 million and $934 million for the three and nine months ended September 30, 2022, respectively. We also recognized cost of revenue for these delivery transactions, exclusive of depreciation and amortization of $642 million and $1.5 billion for the three and nine months ended September 30, 2021, respectively, and cost of revenue of $1.0 billion and $2.7 billion for the three and nine months ended September 30, 2022, respectively.
Delivery also includes advertising revenue from sponsored listing fees paid by merchants and brands in exchange for advertising services.
Freight Revenue
Freight revenue consists of revenue from freight transportation services provided to Shippers. During the fourth quarter of 2021, we completed the acquisition of Tupelo Parent, Inc. (“Transplace”), and as a result, our Freight revenue now also includes revenue from transportation management.
All Other Revenue
Prior to 2022, All Other revenue primarily includes collaboration revenue related to our Advanced Technologies Group (“ATG”) business and revenue from our New Mobility offerings and products.
Contract Balances and Remaining Performance Obligation
Contract liabilities represent consideration collected prior to satisfying our performance obligations. As of September 30, 2022, we had $141 million of contract liabilities included in accrued and other current liabilities as well as other long-term liabilities on the condensed consolidated balance sheet. Revenue recognized from these contracts during the three and nine months ended September 30, 2021 and 2022 was not material.
Our remaining performance obligation for contracts with an original expected length of greater than one year is expected to be recognized as follows (in millions):
Less Than or Equal To 12 Months Greater Than 12 Months Total
As of September 30, 2022
$ 29  $ 111  $ 140 
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Note 3 – Investments and Fair Value Measurement
Investments
Our investments on the condensed consolidated balance sheets consisted of the following (in millions):
As of
December 31, 2021 September 30, 2022
Non-marketable equity securities:
Didi $ —  $ 1,029 
Other (1)
315  308 
Marketable equity securities:
Didi 2,838  — 
Grab 3,821  1,409 
Aurora 3,388  665 
Other 1,312  116 
Note receivable from a related party (1)
132  116 
Investments $ 11,806  $ 3,643 
(1) 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.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents our financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):
As of December 31, 2021 (1)
As of September 30, 2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Financial Assets
Money market funds $ 3,214  $ —  $ —  $ 3,214  $ 730  $ —  $ —  $ 730 
Non-marketable equity securities —  —  32  32  —  — 
Marketable equity securities 11,359  —  —  11,359  2,190  —  —  2,190 
Note receivable from a related party —  —  132  132  —  —  116  116 
Total financial assets $ 14,573  $ —  $ 164  $ 14,737  $ 2,920  $ —  $ 121  $ 3,041 
Financial Liabilities
MLU B.V. Call Option (2)
$ —  $ —  $ 193  $ 193  $ —  $ —  $ 13  $ 13 
Total financial liabilities $ —  $ —  $ 193  $ 193  $ —  $ —  $ 13  $ 13 
(1) During the third quarter of 2022, we determined that the balance of money market funds as of December 31, 2021, disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 24, 2022, was incorrectly disclosed as zero in the fair value level hierarchy table. There were no impacts to our: balance of cash and cash equivalents; restricted cash and cash equivalents; restricted cash and cash equivalents, non-current; financial position; liquidity; results of operations; comprehensive loss; cash flows; or the change in equity. We determined this to be an immaterial error. The December 31, 2021 balance of money market funds in the table above has been revised to $3.2 billion. As of both March 31, 2022 and June 30, 2022, the money market funds balance in the fair value level hierarchy table should have been $3.1 billion. As of September 30, 2022, the decrease in money market funds was primarily driven by reinvesting funds into cash deposits.
(2) For further information, see Note 4 – Equity Method Investments.
Didi
As of September 30, 2022, our Didi investment, which was previously 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, 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.
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Zomato
During the third quarter of 2022, we completed the sale of $418 million of our entire stake in Zomato Media Private Limited (“Zomato”) ordinary shares for net proceeds of $376 million and recognized an immaterial loss from this transaction in other income (expense), net in our condensed consolidated statement of operations.
Fair Value Hierarchy
During the nine months ended September 30, 2022, we did not make any other transfers between the levels of the fair value hierarchy.
We measure certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments.
As of December 31, 2021 and September 30, 2022, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments, preferred stock investments and convertible secured notes that may be converted into common or preferred stock in privately held companies without readily determinable fair values.
Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors. The price in these transactions generally provides the best indication of the enterprise value of the investee. Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach. The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections.
Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility.
An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting 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 on a specific identification method.
Financial Assets and Liabilities Measured at Fair Value Using Level 3 Inputs
The following table presents a reconciliation of our financial assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2022, using significant unobservable inputs (Level 3) (in millions):
Non-marketable Equity Securities Note Receivables MLU B.V. Call Option
Balance as of December 31, 2021 $ 32  $ 132  $ 193 
Change in fair value
Included in earnings (27) (16) (180)
Balance as of September 30, 2022 $ $ 116  $ 13 
Assets Measured at Fair Value on a Non-Recurring Basis
Non-Financial Assets
Our non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Non-Marketable Equity Securities
Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statement of operations. Certain non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the fair value of these securities based on
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valuation methods, including the CSE and OPM methods, using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold.
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 September 30, 2022, Didi American Depositary Shares (“ADS”) continue to be traded in the over-the-counter (“OTC”) market. We determined that the Didi ADS were similar to the ordinary shares held prior to the NYSE Delisting. We then measured the investment to fair value based on the closing share price of the ADS on the OTC market on September 30, 2022 as an observable transaction for similar securities. As a result, we recognized an unrealized loss of $641 million and $1.8 billion during the three and nine months ended September 30, 2022, respectively, in other income (expense), net in our condensed consolidated statement of operations.
We did not record any other material unrealized or realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the three and nine months ended September 30, 2021 and 2022.
The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions):
As of
December 31, 2021 September 30, 2022
Initial cost basis $ 279  $ 1,694 
Upward adjustments 279 
Downward adjustments (including impairment) —  (641)
Total carrying value at the end of the period $ 283  $ 1,332 
Note 4 – Equity Method Investments
The carrying value of our equity method investments were as follows (in millions):
As of
December 31, 2021 September 30, 2022
MLU B.V. $ 751  $ 849 
Mission Bay 3 & 4 38  34 
Other 11  19 
Total equity method investments $ 800  $ 902 
MLU B.V. Investment
During 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company (“MLU B.V.”), with Yandex and us holding ownership interests in MLU B.V.
We review for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable. During the first quarter of 2022, we determined that our investment in MLU B.V. was other-than-temporarily impaired, and recorded an impairment charge of $182 million in other income (expense), net in the condensed consolidated statement of operations. The impairment was primarily due to consensus projections of a protracted recession of the Russian economy as a result of Russia's invasion of Ukraine. To determine the fair value of our investment in MLU B.V., we utilized a market approach referencing revenue multiples from publicly traded peer companies.
MLU B.V. Basis Difference
Included in the carrying value of MLU B.V. is the basis difference, net of amortization, between the original cost of the investment and our proportionate share of the net assets of MLU B.V. The carrying value of the equity method investment is primarily adjusted for our share in the income or losses of MLU B.V. on a one-quarter lag basis and amortization of basis differences. Equity method goodwill and intangible assets, net of accumulated amortization are also adjusted for currency translation adjustments representing fluctuations between the functional currency of the investee and the U.S. Dollar.
The functional currency of the investee appreciated against the U.S. dollar by approximately 64% between March 31, 2022 and June 30, 2022. Given we account for the MLU B.V. investment on a one-quarter lag basis, we recognized a $352 million currency translation adjustment in other comprehensive income (loss) in our condensed consolidated statement of comprehensive income (loss) during the three months ended September 30, 2022.
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The functional currency of the investee depreciated against the U.S. dollar by approximately 8% between June 30, 2022 and September 30, 2022. The movement in exchange rates will be reflected in the carrying value of the investment with a corresponding adjustment to other comprehensive income (loss) in our consolidated financial statements at December 31, 2022.
The table below provides the composition of the basis difference (in millions):
As of September 30, 2022
Equity method goodwill $ 320 
Intangible assets, net of accumulated amortization 37 
Deferred tax liabilities (10)
Cumulative currency translation adjustments 40 
Basis difference $ 387 
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. The weighted-average life of the intangible assets is approximately 3.0 years as of September 30, 2022. Equity method goodwill is not amortized.
MLU B.V. Call Option
On August 30, 2021, we granted Yandex an option (“MLU B.V. Call Option”) to acquire our remaining equity interest in MLU B.V. during a two-year period as part of the agreement with Yandex to restructure our joint ventures in 2021. The MLU B.V. Call Option is recorded as a liability in accrued and other current liabilities on our condensed consolidated balance sheets and measured at fair value on a recurring basis with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations. As of September 30, 2022, the exercise price of the MLU B.V. Call Option is approximately $1.9 billion, subject to certain adjustments based on the timing of the option exercise.
As of December 31, 2021, the fair value of the MLU B.V. Call Option was $193 million. To determine the fair value of the MLU B.V. Call Option as of December 31, 2021, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option. Key inputs to the lattice model were: the underlying business value; option term of 1.7 years; volatility of 50%; risk-free interest rates; and strike price (Level 3).
As of September 30, 2022, the fair value of the MLU B.V. Call Option was $13 million. We recorded a $180 million net gain for the fair value change during the nine months ended September 30, 2022. To determine the fair value of the MLU B.V. Call Option as of September 30, 2022, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option. Key inputs to the lattice model were: the underlying business value; option term of 0.94 years; volatility of 65%; risk-free interest rates; and strike price (Level 3).
Note 5 – Goodwill and Intangible Assets
Goodwill
The following table presents the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2022 (in millions):
Mobility Delivery Freight Total Goodwill
Balance as of December 31, 2021 $ 2,581  $ 4,401  $ 1,438  $ 8,420 
Acquisitions 64  —  —  64 
Measurement period adjustment —  — 
Divestiture (16) —  —  (16)
Foreign currency translation adjustment (167) (2) —  (169)
Balance as of September 30, 2022 $ 2,462  $ 4,399  $ 1,439  $ 8,300 
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Intangible Assets
The components of intangible assets, net as of December 31, 2021 and September 30, 2022 were as follows (in millions, except years):
Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years
December 31, 2021
Consumer, Merchant and other relationships $ 1,868  $ (294) $ 1,574  9
Developed technology 922  (269) 653  5
Other 242  (57) 185  6
Intangible assets $ 3,032  $ (620) $ 2,412 
Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Remaining Useful Life - Years
September 30, 2022
Consumer, Merchant and other relationships $ 1,831  $ (457) $ 1,374  9
Developed technology 920  (462) 458  5
Other 246  (86) 160  6
Intangible assets $ 2,997  $ (1,005) $ 1,992 
Amortization expense for intangible assets subject to amortization was $105 million and $126 million for the three months ended September 30, 2021 and 2022, respectively. Amortization expense for intangible assets subject to amortization was $301 million and $409 million for the nine months ended September 30, 2021 and 2022, respectively.
The estimated aggregate future amortization expense for intangible assets subject to amortization as of September 30, 2022 is summarized below (in millions):
Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2022 $ 114 
2023 359 
2024 303 
2025 263 
2026 202 
Thereafter 744 
Total $ 1,985 
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Note 6 – Long-Term Debt and Revolving Credit Arrangements
Components of debt, including the associated effective interest rates and maturities were as follows (in millions, except for percentages):
As of
December 31, 2021 September 30, 2022 Effective Interest Rates Maturities
2025 Refinanced Term Loan $ 1,448  $ 1,436  3.8  % April 4, 2025
2027 Refinanced Term Loan 1,090  1,081  3.8  % February 25, 2027
2025 Senior Note 1,000  1,000  7.7  % May 15, 2025
2026 Senior Note 1,500  1,500  8.1  % November 1, 2026
2027 Senior Note 1,200  1,200  7.7  % September 15, 2027
2028 Senior Note 500  500  7.0  % January 15, 2028
2029 Senior Note 1,500  1,500  4.7  % August 15, 2029
2025 Convertible Notes 1,150  1,150  0.2  % December 15, 2025
Total debt 9,388  9,367 
Less: unamortized discount and issuance costs (85) (72)
Less: current portion of long-term debt (27) (27)
Total long-term debt $ 9,276  $ 9,268 
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 is comprised of (i) a $1.1 billion tranche with a maturity date of February 25, 2027, replacing the 2016 Senior Secured Term Loan as a Refinancing Term Loan (the “2027 Refinanced Term Loan”), and (ii) a $1.5 billion tranche with a maturity date of April 4, 2025, replacing the 2018 Senior Secured Term Loan as an Incremental Term Loan (the “2025 Refinanced Term Loan”). The interest rate for the 2027 Refinanced Term Loan and the 2025 Refinanced Term Loan is the London Interbank Offered Rate (“LIBOR”) plus 3.50% per annum, subject to a floor of 0.00%. The refinancing transaction qualified as a debt modification that did not result in an extinguishment.
The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan are guaranteed by certain of our material domestic restricted subsidiaries. The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants as of September 30, 2022. The loan is secured by certain of our intellectual property and equity of certain material foreign subsidiaries.
The fair values of our 2025 Refinanced Term Loan and 2027 Refinanced Term Loan were $1.4 billion and $1.1 billion, respectively, as of September 30, 2022 and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
2025 Convertible Notes
In December 2020, we issued $1.15 billion aggregate principal amount of 0% convertible senior notes due in 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $150 million principal amount of the 2025 Convertible Notes. The 2025 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act. The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed or repurchased.
Holders of the 2025 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 15, 2025 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after
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September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.
As of September 30, 2022, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. Therefore, the 2025 Convertible Notes are classified as long-term.
The initial conversion rate is 12.3701 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $80.84 per share of common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest.
Upon conversion of the 2025 Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the notes prior to December 20, 2023. We may redeem for cash all or any portion of the notes, at our option, on or after December 20, 2023 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) 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 $955 million as of September 30, 2022 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.
Senior Notes
The 2025, 2026, 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of September 30, 2022.
The following table presents the fair values of our Senior Notes as of September 30, 2022, and were determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input (in millions):
As of September 30, 2022
2025 Senior Note $ 1,001 
2026 Senior Note 1,504 
2027 Senior Note 1,176 
2028 Senior Note 464 
2029 Senior Note 1,262 
Total $ 5,407 
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The following table presents the amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt discount and issuance costs with respect to our long-term debt, for the three and nine months ended September 30, 2021 and 2022 (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Contractual interest coupon $ 118  $ 139  $ 338  $ 396 
Amortization of debt discount and issuance costs 13  11 
Total interest expense from long-term debt $ 121  $ 142  $ 351  $ 407 
Revolving Credit Arrangements
We have a revolving credit agreement initially entered in 2015 with certain lenders, which provides for $2.3 billion in credit maturing on June 13, 2023 (“Revolving Credit Facility”). On April 4, 2022, we entered into an amendment to our Revolving Credit Facility to, among other things, (i) provide for approximately $2.2 billion of revolving credit commitments, (ii) extend the maturity date for the commitments and loans from June 13, 2023 to April 4, 2027, (iii) reduce the minimum liquidity covenant from $1.5 billion to $1.0 billion, (iv) replace the LIBOR based interest rate with a Secured Overnight Financing Rate (“SOFR”) based interest rate, and (v) make certain other changes to the negative covenants under the amended revolving credit agreement. The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions. The credit agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement. The credit agreement also contains customary events of default. The Revolving Credit Facility also contains restrictions on the payment of dividends. As of September 30, 2022, there was no balance outstanding on the Revolving Credit Facility.
Letters of Credit
As of December 31, 2021 and September 30, 2022, we had letters of credit outstanding of $749 million and $819 million, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $247 million and $206 million, respectively.
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Note 7 – Supplemental Financial Statement Information
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets were as follows (in millions):
As of
December 31, 2021 September 30, 2022
Prepaid expenses $ 459  $ 328 
Other receivables 553  624 
Other 442  490 
Prepaid expenses and other current assets $ 1,454  $ 1,442 
Accrued and Other Current Liabilities
Accrued and other current liabilities were as follows (in millions):
As of
December 31, 2021 September 30, 2022
Accrued legal, regulatory and non-income taxes $ 2,187  $ 2,222 
Accrued Drivers and Merchants liability 1,187  1,306 
Accrued compensation and employee benefits 442  462 
Income and other tax liabilities 376  421 
Commitment to issue unsecured convertible notes in connection with Careem acquisition 238  155 
Other 2,107  2,058 
Accrued and other current liabilities $ 6,537  $ 6,624 
Other Long-Term Liabilities
Other long-term liabilities were as follows (in millions):
As of
December 31, 2021 September 30, 2022
Deferred tax liabilities $ 365  $ 121 
Other 570  641 
Other long-term liabilities $ 935  $ 762 
Accumulated Other Comprehensive Income (Loss)
The changes in composition of accumulated other comprehensive income (loss), net of tax, were as follows (in millions):
Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total
Balance as of December 31, 2020 $ (581) $ 46  $ (535)
Other comprehensive income (loss) before reclassifications (1)
78  1,625  1,703 
Amounts reclassified from accumulated other comprehensive income (loss) —  —  — 
Other comprehensive income (loss) 78  1,625  1,703 
Balance as of September 30, 2021 $ (503) $ 1,671  $ 1,168 
(1) During the nine months ended September 30, 2021, unrealized gains on available-for-sale securities, net of tax relates to pre-tax unrealized gains of $1.7 billion for the change in fair value of our investment in Grab. To determine the fair value of our investment in Grab as of September 30, 2021, we utilized a hybrid approach, incorporating a CSE method along with an OPM. The CSE method assumes an if-converted scenario (for example an initial public offering (“IPO”) or a special purpose acquisition company transaction), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences.
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Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax Total
Balance as of December 31, 2021 $ (524) $ —  $ (524)
Other comprehensive income (loss) before reclassifications 114  —  114 
Amounts reclassified from accumulated other comprehensive income (loss) —  —  — 
Other comprehensive income (loss) 114  —  114 
Balance as of September 30, 2022 $ (410) $ —  $ (410)
Other Income (Expense), Net
The components of other income (expense), net were as follows (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Interest income $ 10  $ 38  $ 28  $ 66 
Foreign currency exchange gains (losses), net (13) (48) (38) (76)
Gain on business divestitures (1)
—  14  1,684  14 
Unrealized loss on debt and equity securities, net (2)
(2,031) (550) (56) (7,797)
Impairment of equity method investment (3)
—  —  —  (182)
Revaluation of MLU B.V. call option (4)
—  10  —  180 
Other, net 202  203  (1)
Other income (expense), net $ (1,832) $ (535) $ 1,821  $ (7,796)
(1) During the nine months ended September 30, 2021, gain on business divestitures primarily represents a $1.6 billion gain on the sale of Apparate USA LLC (“Apparate” or the “ATG Business”) to Aurora Innovation, Inc. (“Aurora”) in January 2021. Refer to Note 16 – Divestiture for further information.
(2) During the three and nine months ended September 30, 2021, unrealized loss on debt and equity securities, net primarily represents a $3.2 billion loss and $1.7 billion net loss, respectively, on our Didi investment, partially offset by a $994 million gain on our Zomato investment recognized during the third quarter of 2021, a $102 million and $573 million gain, respectively, on our Aurora Investments, as well as a $73 million and $56 million net gain, respectively, on our other investments in securities accounted for under the fair value option.
During the three months ended September 30, 2022, unrealized loss on debt and equity securities, net primarily represents a $641 million loss on our Didi investment, partially offset by a $90 million gain on our Aurora Investments recognized during the third quarter of 2022.
During the nine months ended September 30, 2022, unrealized loss on debt and equity securities, net primarily represents a $2.7 billion net loss on our Aurora Investments, a $2.4 billion net loss on our Grab investment, a $1.8 billion net loss on our Didi investment, a $747 million change of fair value on our Zomato investment, as well as a $106 million net loss on our other investments in securities accounted for under the fair value option.
(3) During the nine months ended September 30, 2022, impairment of equity method investment represents a $182 million impairment loss recorded on our MLU B.V. equity method investment. Refer to Note 4 – Equity Method Investments for further information.
(4) During the nine months ended September 30, 2022, revaluation of MLU B.V. call option represents a $180 million net gain for the change in fair value of the call option granted to Yandex (“MLU B.V. Call Option”). Refer to Note 4 – Equity Method Investments for further information.
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Note 8 – Stockholders' Equity
Equity Compensation Plans
We maintain four equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors, and consultants: the 2010 Stock Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”), which have all been approved by stockholders. Following our IPO in 2019, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and 2013 Plans. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock awards, restricted stock units (“RSUs”), performance-based awards, and other awards (that are based in whole or in part by reference to our common stock).
Stock Option and SAR Activity
A summary of stock option and SAR activity for the nine months ended September 30, 2022 is as follows (in millions, except share amounts which are reflected in thousands, per share amounts, and years):
SARs Outstanding Number of SARs Options Outstanding Number of Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value
As of December 31, 2021 157  24,253  $ 11.84  4.35 $ 735 
Granted 421  $ 33.82 
Exercised (3) (3,285) $ 4.40 
Canceled and forfeited (3) (263) $ 11.90 
As of September 30, 2022 157  21,126  $ 13.43  3.68 $ 328 
Vested and expected to vest as of September 30, 2022 150  15,645  $ 9.24  3.12 $ 290 
Exercisable as of September 30, 2022 150  15,645  $ 9.24  3.12 $ 290 
RSU Activity
The following table summarizes the activity related to our RSUs for the nine months ended September 30, 2022 (in thousands, except per share amounts):
Number of Shares Weighted-Average
 Grant-Date Fair
 Value per Share
Unvested and outstanding as of December 31, 2021 71,461  $ 41.91 
Granted 84,533  $ 31.31 
Vested (35,343) $ 37.79 
Canceled and forfeited (13,460) $ 38.37 
Unvested and outstanding as of September 30, 2022 107,191  $ 35.33 
Stock-Based Compensation Expense
Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2022 2021 2022
Operations and support $ 42  $ 41  $ 107  $ 114 
Sales and marketing 18  26  60  76 
Research and development 152  292  434  765 
General and administrative 69  123  233  356 
Total $ 281  $ 482  $ 834  $ 1,311 
As of September 30, 2022, there was $3.8 billion of unamortized compensation costs related to all unvested awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.69 years.
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The tax benefits recognized in the condensed consolidated statements of operations for stock-based compensation arrangements were not material during the three and nine months ended September 30, 2021 and 2022, respectively.
Note 9 – Income Taxes
We compute our quarterly income tax expense/(benefit) by using a forecasted annual effective tax rate and adjust for any discrete items arising during the quarter. We recorded an income tax expense/(benefit) of $(101) million and $(395) million for the three and nine months ended September 30, 2021, respectively, and $58 million and $(97) million for the three and nine months ended September 30, 2022, respectively. During the three months ended September 30, 2021, the income tax benefit was primarily driven by the deferred U.S. tax impact related to our investments in Didi and Zomato, and to a lesser extent, by the benefit of U.S. losses and current tax on our foreign earnings. During the nine months ended September 30, 2021, the income tax benefit was primarily driven by the deferred China and U.S. tax impact related to our investment in Didi, the deferred U.S. tax impact related to our investments in Aurora and Zomato, and to a lesser extent, the benefit from our U.S. losses and current tax on our foreign earnings. During the three months ended September 30, 2022, the income tax expense was primarily driven by the current tax on our foreign earnings. During the nine months ended September 30, 2022, the income tax benefit was primarily driven by the deferred U.S. tax impact related to our investments in Aurora, Grab, and Didi, offset by current tax on our foreign earnings. The primary differences between the effective tax rate and the federal statutory tax rate are due to the deferred U.S. taxes related to our investments in Aurora, Grab, and Didi, the valuation allowance on our U.S. and Netherlands' deferred tax assets, and foreign tax rate differences.
During the nine months ended September 30, 2022, the amount of gross unrecognized tax benefits increased by $247 million, none of which would impact the effective tax rate due to the valuation allowance against certain deferred tax assets.
We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are also under routine examination by federal, various states, and foreign tax authorities. We believe that adequate amounts have been reserved in these jurisdictions. To the extent we have tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities to the extent utilized in a future period. For our major tax jurisdictions, the tax years 2004 through 2022 remain open; the major tax jurisdictions are the U.S., Brazil, Netherlands, the United Kingdom (“UK”), and Australia.
Although the timing of the resolution and/or closure of audits is highly uncertain, we do not expect any material changes to our unrecognized tax benefits within the next 12 months. Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.
In the event we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), our ability to utilize net operating losses, tax credits, and other tax attributes may be limited. The most recent analysis of our historical ownership changes was completed through September 30, 2022. Based on the analysis, we do not anticipate a current limitation on the tax attributes.
Note 10 – Net Income (Loss) Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the periods presented. Diluted net loss per share is computed by giving effect to all potential weighted average dilutive common stock. The dilutive effect of outstanding awards and convertible securities is reflected in diluted net loss per share by application of the treasury stock method or if-converted method, as applicable.
We take into account the effect on consolidated net loss per share of dilutive securities of entities in which we hold equity interests that are accounted for using the equity method.
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The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in millions, except share amounts which are reflected in thousands, and per share amounts):
Three Months Ended September 30, Nine Months