Uber Technologies, Inc [UBER] Filings

10-Q 1 uber-20240630.htm 10-Q uber-20240630

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 June 30, 2024

☐ 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.)

1725 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 August 2, 2024 was 2,100,937,229.

UBER TECHNOLOGIES, INC.

TABLE OF CONTENTS


		Pages
	Special Note Regarding Forward-Looking Statements	2

	PART I - FINANCIAL INFORMATION	4
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 2024	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2024	6
	Condensed Consolidated Statements of Redeemable Non-Controlling Interests and Equity for the Three and Six Months Ended June 30, 2023 and 2024	7
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2024	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51

	PART II - OTHER INFORMATION	53
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 5.	Other Information	91
Item 6.	Exhibits	91
	Signatures	93

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,” “goal,” “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 expectations regarding financial performance, including but not limited to revenue, achieving or maintaining profitability, ability to generate or maintain 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 Revenue Margin (defined as revenue as a percentage of Gross Bookings);

•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 ability to effectively manage our growth and maintain and improve our corporate culture;

•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;

•our ability to successfully respond to global economic conditions, 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 entities;

•our ability to meet the requirements of our existing debt and draw on our line of credit;

•our ability to prevent disturbances, including cybersecurity incidents, to our information technology systems;

•our ability to comply with existing, modified, or new laws and regulations applying to our business;

•the impact of contagious disease or outbreaks of viruses, disease or pandemics on our business, results of operations, financial position and cash flows; 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-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.

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, 2023		As of June 30, 2024
Assets
Cash and cash equivalents	$	4,680	$	4,497
Short-term investments	727		1,795
Restricted cash and cash equivalents	805		776
Accounts receivable, net of allowance of $91 and $82, respectively	3,404		3,783
Prepaid expenses and other current assets	1,681		1,632
Total current assets	11,297		12,483
Restricted cash and cash equivalents	1,519		2,608
Restricted investments	4,779		5,061
Investments	6,101		6,203
Equity method investments	353		342
Property and equipment, net	2,073		2,034
Operating lease right-of-use assets	1,241		1,181
Intangible assets, net	1,425		1,265
Goodwill	8,151		8,083
Other assets	1,760		2,254
Total assets	$	38,699	$	41,514
Liabilities, redeemable non-controlling interests and equity
Accounts payable	$	790	$	752
Short-term insurance reserves	2,016		2,387
Operating lease liabilities, current	190		198
Accrued and other current liabilities	6,458		6,981
Total current liabilities	9,454		10,318
Long-term insurance reserves	4,722		5,733
Long-term debt, net of current portion	9,459		9,454
Operating lease liabilities, non-current	1,550		1,492
Other long-term liabilities	832		734
Total liabilities	26,017		27,731
Commitments and contingencies (Note 12)
Redeemable non-controlling interests	654		631
Equity
Common stock, $0.00001 par value, 5,000,000 shares authorized for both periods, 2,071,144 and 2,097,951 shares issued and outstanding, respectively	—		—
Additional paid-in capital	42,264		43,062
Accumulated other comprehensive loss	(421)		(479)
Accumulated deficit	(30,594)		(30,233)
Total Uber Technologies, Inc. stockholders' equity	11,249		12,350
Non-redeemable non-controlling interests	779		802
Total equity	12,028		13,152
Total liabilities, redeemable non-controlling interests and equity	$	38,699	$	41,514

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

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 June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Revenue	$	9,230	$	10,700	$	18,053	$	20,831
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown separately below	5,515		6,488		10,774		12,656
Operations and support	664		682		1,304		1,367
Sales and marketing	1,218		1,115		2,480		2,032
Research and development	808		760		1,583		1,550
General and administrative	491		686		1,433		1,895
Depreciation and amortization	208		173		415		363
Total costs and expenses	8,904		9,904		17,989		19,863
Income from operations	326		796		64		968
Interest expense	(144)		(139)		(312)		(263)
Other income (expense), net	273		420		565		(258)
Income before income taxes and income (loss) from equity method investments	455		1,077		317		447
Provision for income taxes	65		57		120		86
Income (loss) from equity method investments	4		(12)		40		(16)
Net income including non-controlling interests	394		1,008		237		345
Less: net loss attributable to non-controlling interests, net of tax	—		(7)		—		(16)
Net income attributable to Uber Technologies, Inc.	$	394	$	1,015	$	237	$	361
Net income per share attributable to Uber Technologies, Inc. common stockholders:
Basic	$	0.19	$	0.49	$	0.12	$	0.17
Diluted	$	0.18	$	0.47	$	0.10	$	0.15
Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic	2,026,813		2,092,180		2,018,233		2,085,324
Diluted	2,079,265		2,150,019		2,066,260		2,151,647

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Net income including non-controlling interests	$	394	$	1,008	$	237	$	345
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	157		(41)		2		(49)
Change in unrealized loss on investments in available-for-sale debt securities	(2)		(1)		(2)		(9)
Other comprehensive income (loss), net of tax	155		(42)		—		(58)
Comprehensive income including non-controlling interests	549		966		237		287
Less: comprehensive loss attributable to non-controlling interests	—		(7)		—		(16)
Comprehensive income attributable to Uber Technologies, Inc.	$	549	$	973	$	237	$	303

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

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, 2022	$	430	2,005,486	$	—	$	40,550	$	(443)	$	(32,767)	$	734	$	8,074
Exercise of stock options	—		1,208	—		5		—		—		—		5
Stock-based compensation	—		—	—		482		—		—		—		482
Issuance of common stock for settlement of RSUs	—		12,708	—		—		—		—		—		—
Shares withheld related to net share settlement	—		(208)	—		(7)		—		—		—		(7)

Foreign currency translation adjustment	—		—	—		—		(155)		—		—		(155)
Net income (loss)	(11)		—	—		—		—		(157)		11		(146)
Balance as of March 31, 2023	419		2,019,194	—		41,030		(598)		(32,924)		745		8,253
Exercise of stock options	—		1,859	—		10		—		—		—		10
Stock-based compensation	—		—	—		515		—		—		—		515
Issuance of common stock for settlement of RSUs	—		14,096	—		—		—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	—		4,078	—		85		—		—		—		85
Shares withheld related to net share settlement	—		(76)	—		(3)		—		—		—		(3)
Repurchase of restricted common stock awards	—		(259)	—		—		—		—		—		—
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—		—	—		—		(2)		—		—		(2)
Foreign currency translation adjustment	—		—	—		—		157		—		—		157
Net income (loss)	(11)		—	—		—		—		394		11		405
Balance as of June 30, 2023	$	408	2,038,892	$	—	$	41,637	$	(443)	$	(32,530)	$	756	$	9,420

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

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, 2023	$	654	2,071,144	$	—	$	42,264	$	(421)	$	(30,594)	$	779	$	12,028
Exercise of stock options	—		2,421	—		18		—		—		—		18
Stock-based compensation	—		—	—		493		—		—		—		493
Issuance of common stock for settlement of RSUs	—		13,160	—		—		—		—		—		—
Shares withheld related to net share settlement	—		(478)	—		(36)		—		—		—		(36)
Unrealized loss on investments in available-for-sale debt securities, net of tax	—		—	—		—		(8)		—		—		(8)
Foreign currency translation adjustment	(2)		—	—		—		(8)		—		—		(8)
Recognition of non-controlling interest upon capital investment	19		—	—		—		—		—		—		—
Net income (loss)	(20)		—	—		—		—		(654)		11		(643)
Other	—		—	—		4		—		—		—		4
Balance as of March 31, 2024	651		2,086,247	—		42,743		(437)		(31,248)		790		11,848
Exercise of stock options	—		2,760	—		73		—		—		—		73
Exercise of restricted stock units	—		469	—		—		—		—		—		—
Stock-based compensation	—		—	—		470		—		—		—		470
Issuance of common stock for settlement of RSUs	—		10,488	—		—		—		—		—		—
Issuance of common stock under the Employee Stock Purchase Plan	—		2,893	—		103		—		—		—		103
Shares withheld related to net share settlement	—		(68)	—		(5)		—		—		—		(5)
Repurchase of common stock	—		(4,838)	—		(326)		—		—		—		(326)
Unrealized gain (loss) on investments in available-for-sale debt securities, net of tax	—		—	—		—		(1)		—		—		(1)
Foreign currency translation adjustment	(1)		—	—		—		(41)		—		—		(41)
Net income (loss)	(19)		—	—		—		—		1,015		12		1,027
Other	—		—	—		4		—		—		—		4
Balance as of June 30, 2024	$	631	2,097,951	$	—	$	43,062	$	(479)	$	(30,233)	$	802	$	13,152

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

UBER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Six Months Ended June 30,
	2023		2024
Cash flows from operating activities
Net income including non-controlling interests	$	237	$	345
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	415		375
Bad debt expense	44		35
Stock-based compensation	974		939

Deferred income taxes	16		(23)
Loss (income) from equity method investments, net	(40)		16
Unrealized (gain) loss on debt and equity securities, net	(706)		388
Loss from sale of investment	74		—
Impairments of goodwill, long-lived assets and other assets	78		—


Unrealized foreign currency transactions	85		209
Other	10		(138)
Change in assets and liabilities, net of impact of business acquisitions and disposals:
Accounts receivable	155		(584)
Prepaid expenses and other assets	(233)		(430)
Operating lease right-of-use assets	94		93
Accounts payable	(26)		(24)
Accrued insurance reserves	938		1,385
Accrued expenses and other liabilities	(229)		731
Operating lease liabilities	(90)		(81)
Net cash provided by operating activities	1,796		3,236
Cash flows from investing activities
Purchases of property and equipment	(107)		(156)
Purchases of non-marketable equity securities	—		(232)
Purchases of marketable securities	(2,207)		(5,317)
Proceeds from maturities and sales of marketable securities	1,627		3,851
Proceeds from sale of equity method investment	703		17


Other investing activities	(7)		(81)
Net cash provided by (used in) investing activities	9		(1,918)
Cash flows from financing activities
Issuance of term loans and notes, net of issuance costs	1,121		—
Principal repayment on term loan and notes	(1,144)		(13)

Principal payments on finance leases	(82)		(77)
Proceeds from the issuance of common stock under the Employee Stock Purchase Plan	85		103
Repurchases of common stock	—		(325)

Other financing activities	(45)		21
Net cash used in financing activities	(65)		(291)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents	43		(150)
Net increase in cash and cash equivalents, and restricted cash and cash equivalents	1,783		877
Cash and cash equivalents, and restricted cash and cash equivalents


Beginning of period	6,677		7,004
End of period	$	8,460	$	7,881

Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents to the condensed consolidated balance sheets
Cash and cash equivalents	$	4,995	$	4,497
Restricted cash and cash equivalents-current	909		776
Restricted cash and cash equivalents-non-current	2,556		2,608
Total cash and cash equivalents, and restricted cash and cash equivalents	$	8,460	$	7,881

Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amount capitalized	$	312	$	260
Income taxes, net of refunds	70		157
Non-cash investing and financing activities:
Finance lease obligations	163		2
Right-of-use assets obtained in exchange for lease obligations	30		42

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

UBER TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

Pending Acquisition of Foodpanda Taiwan

In May 2024, we entered into a definitive agreement with Delivery Hero SE (“Delivery Hero”) to acquire 100% ownership interest in Delivery Hero’s Foodpanda delivery business in Taiwan (“Foodpanda Taiwan”) for approximately $950 million in cash, on a cash and debt free basis, subject to certain adjustments. The transaction is subject to regulatory approval and other customary closing conditions, and is expected to close in the first half of 2025. In connection with the pending acquisition, we purchased ordinary shares of Delivery Hero. Refer to Note 3 – Investments and Fair Value Measurement for further details on the Delivery Hero investment.

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, 2023 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, 2023, 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 income (loss), cash flows and the change in equity for the periods presented.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024 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. 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.

Recently Adopted Accounting Pronouncements

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. We adopted the ASU on January 1, 2024. The additional required disclosures did not have a material impact on our condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statement disclosures.

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 June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Mobility revenue (1)	$	4,894	$	6,134	$	9,224	$	11,767
Delivery revenue (1)	3,057		3,293		6,150		6,507
Freight revenue	1,279		1,273		2,679		2,557
Total revenue	$	9,230	$	10,700	$	18,053	$	20,831

(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 June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
United States and Canada ("US&CAN")	$	5,129	$	5,825	$	10,261	$	11,298
Latin America ("LatAm")	627		679		1,192		1,389
Europe, Middle East and Africa ("EMEA")	2,412		2,987		4,506		5,743
Asia Pacific ("APAC")	1,062		1,209		2,094		2,401
Total revenue	$	9,230	$	10,700	$	18,053	$	20,831

Revenue

Mobility Revenue

We derive revenue from fees paid by Mobility Drivers for the use of our platform(s) and related services to facilitate and complete Mobility services and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform. Mobility revenue also includes immaterial revenue streams such as our financial partnerships products.

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

Delivery Revenue

We derive revenue for Delivery from Merchants’ and Couriers’ use of the Delivery platform and related service to facilitate and complete Delivery transactions and, in certain markets, revenue from fees paid by end-users for connection services obtained via the platform.

Additionally, in certain markets where we are responsible for Delivery services, delivery fees charged to end-users are also included in revenue, while payments to Couriers in exchange for Delivery services are recognized in cost of revenue, exclusive of depreciation and amortization. Delivery also includes advertising revenue from sponsored listing fees paid by Merchants and brands in exchange for advertising services.

Freight Revenue

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

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, 2023		June 30, 2024
Classified as short-term investments:
Marketable debt securities (1):
U.S. government and agency securities	$	253	$	437
Commercial paper	288		581
Corporate bonds	181		770
Certificates of deposit	5		7
Short-term investments	$	727	$	1,795

Classified as restricted investments:
Marketable debt securities (1):
U.S. government and agency securities	$	4,426	$	4,783
Commercial paper	17		15
Corporate bonds	77		165
Certificates of deposit	259		98
Restricted investments	$	4,779	$	5,061

Classified as investments:
Non-marketable equity securities:
Didi	$	2,245	$	2,354
Other (2)	329		575
Marketable equity securities:
Grab	1,806		1,902
Aurora (3)	1,425		903
Other	170		342
Note receivable from a related party (2)	126		127
Investments	$	6,101	$	6,203

(1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents.

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

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

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, 2023								As of June 30, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	1,153	$	—	$	—	$	1,153	$	1,059	$	—	$	—	$	1,059
U.S. government and agency securities	—		4,840		—		4,840		—		5,381		—		5,381
Commercial paper	—		351		—		351		—		789		—		789
Corporate bonds	—		263		—		263		—		940		—		940
Certificates of deposit	—		266		—		266		—		104		—		104

Non-marketable equity securities	—		—		—		—		—		—		3		3
Marketable equity securities	3,401		—		—		3,401		3,147		—		—		3,147
Note receivable from a related party	—		—		126		126		—		—		127		127
Total financial assets	$	4,554	$	5,720	$	126	$	10,400	$	4,206	$	7,214	$	130	$	11,550

During the six months ended June 30, 2024, we did not make any transfers into or out of Level 3 of the fair value hierarchy.

Debt Securities

As of December 31, 2023 and June 30, 2024, the amortized cost of our debt securities measured at fair value on a recurring basis approximates fair value. We did not record any material unrealized gains or losses, or credit losses as of December 31, 2023 and June 30, 2024. The weighted-average remaining maturity of our debt securities was less than one year as of June 30, 2024.

Derivatives Not Designated as Hedging Instruments

In the second quarter of 2024, we entered into financial derivative instruments, consisting of foreign currency contracts to mitigate the foreign currency exchange risk of our assets and liabilities denominated in currencies other than the functional currency. We do not use derivatives for trading or speculative purposes. These instruments are recorded on the condensed consolidated balance sheets at fair value and classified within Level 2 of the fair value hierarchy. Gains and losses on the derivative instruments that are not designated as hedging instruments are recognized in other income (expense), net in the condensed consolidated statements of operations. The cash flows associated with our non-designated derivatives are classified in cash flows from investing activities on our condensed consolidated statements of cash flows.

As of June 30, 2024, the fair value of our outstanding derivative assets and liabilities were not material. Derivative assets are recorded in prepaid expenses and other current assets and derivative liabilities are recorded in accrued and other current liabilities on our condensed consolidated balance sheets.

We did not record any material realized or unrealized gains or losses for our financial derivative instruments during the three and six months ended June 30, 2024.

We have master netting arrangements with certain counterparties to our foreign currency exchange contracts, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. We have elected to present the derivative assets and derivative liabilities on a gross basis on our condensed consolidated balance sheets. As of June 30, 2024, there were no rights of set-off associated with our foreign currency exchange contracts.

The total notional amount of outstanding derivatives not designated as hedging instruments was $810 million as of June 30, 2024.

Delivery Hero Investment

In May 2024, we paid $300 million to purchase approximately 8.4 million newly issued ordinary shares of Delivery Hero. In connection with the Delivery Hero investment, we entered into a definitive agreement to acquire Foodpanda Taiwan. Refer to Note 1 – Description of Business and Summary of Significant Accounting Policies for further details on the pending acquisition.

As of June 30, 2024, our investment in Delivery Hero was classified as a marketable equity security with a readily determinable fair value (Level 1) measured at fair value on a recurring basis. We recognized an immaterial unrealized loss on this investment in other income (expense), net in our condensed consolidated statements of operations during the three and six months ended June 30, 2024, respectively.

Fair Value Hierarchy

We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market

prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are 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, 2023 and June 30, 2024, our Level 3 non-marketable equity securities and note receivable from a related party primarily consist of common stock investments and convertible secured notes that may be converted into common or preferred stock in privately held companies without readily determinable fair values.

Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors. The price in these transactions generally provides the best indication of the enterprise value of the investee. Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach. The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections.

Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility.

An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the investee’s financing transactions. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value.

We determine realized gains or losses on the sale of equity and debt securities on a specific identification method.

Financial Assets Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of our financial assets measured and recorded at fair value on a recurring basis as of June 30, 2024, using significant unobservable inputs (Level 3) (in millions):


	Non-marketable Equity Securities		Note Receivable
Balance as of December 31, 2023	$	—	$	126
Change in fair value
Included in earnings	3		1






Balance as of June 30, 2024	$	3	$	127

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 statements 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 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

As of December 31, 2023 and June 30, 2024, we measured the fair value of our Didi investment based on the closing share price of the Didi American Depositary Shares on the over-the-counter market as an observable transaction for similar securities. During the three and six months ended June 30, 2023, we recognized an unrealized loss of $461 million and $104 million, respectively, in other income (expense), net in our condensed consolidated statements of operations. During the three and six months ended June 30, 2024, we recognized an unrealized gain of $178 million and $109 million, respectively, in other income (expense), net in our condensed consolidated statements 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 six months ended June 30, 2023 and 2024.

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, 2023		June 30, 2024
Initial cost basis	$	1,727	$	1,973
Upward adjustments	1,960		2,136
Downward adjustments (including impairment)	(1,113)		(1,183)
Total carrying value at the end of the period	$	2,574	$	2,926

Note 4 – Equity Method Investments

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


	As of
	December 31, 2023		June 30, 2024
Careem Technologies	$	300	$	274
Other	53		68
Total equity method investments	$	353	$	342

MLU B.V. Investment

During 2018, we closed a transaction that contributed the net assets of our Uber/CIS operations into a newly formed private limited liability company (“MLU B.V.”), with Yandex N.V. (“Yandex”) and us holding ownership interests in MLU B.V.

Sale of Our Remaining Interest in MLU B.V.

On April 21, 2023, we entered into and closed on a definitive agreement to sell our remaining 29% equity interest in MLU B.V. to Yandex for $703 million in cash and recognized an immaterial loss from this transaction recorded in other income (expense), net in our condensed consolidated statements of operations during the three and six months ended June 30, 2023. After this transaction, we no longer had an equity interest in MLU B.V.

As part of our sale of our remaining interest in MLU B.V. to Yandex during the second quarter of 2023, we recognized an immaterial gain in other income (expense), net in our condensed consolidated statements of operations during the three and six months ended June 30, 2023 related to an extinguished option we had granted to Yandex to acquire our remaining equity interest in MLU B.V.

Note 5 – Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying value of goodwill by segment for the six months ended June 30, 2024 (in millions):


	Mobility		Delivery		Freight		Total Goodwill
Balance as of December 31, 2023	$	2,337	$	4,369	$	1,445	$	8,151






Foreign currency translation adjustment	(65)		—		(3)		(68)
Balance as of June 30, 2024	$	2,272	$	4,369	$	1,442	$	8,083

Intangible Assets

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


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
December 31, 2023
Consumer, Merchant and other relationships	$	1,800	$	(697)	$	1,103	8
Developed technology	890		(621)		269		5
Trade name, trademarks and other	154		(101)		53		4
Intangible assets	$	2,844	$	(1,419)	$	1,425


	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Useful Life - Years
June 30, 2024
Consumer, Merchant and other relationships	$	1,790	$	(790)	$	1,000	8
Developed technology	890		(663)		227		4
Trade name, trademarks and other	146		(108)		38		4
Intangible assets	$	2,826	$	(1,561)	$	1,265

Amortization expense for intangible assets subject to amortization was $91 million and $70 million for the three months ended June 30, 2023 and 2024, respectively. Amortization expense for intangible assets subject to amortization was $184 million and $154 million for six months ended June 30, 2023 and 2024, respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of June 30, 2024 is summarized below (in millions):


	Estimated Future Amortization Expense
Year Ending December 31,
Remainder of 2024	$	136
2025	248
2026	186
2027	171
2028	127
Thereafter	395
Total	$	1,263

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, 2023		June 30, 2024		Effective Interest Rates		Maturities
2030 Refinanced Term Loans	$	1,986	$	1,973	8.2	%	March 3, 2030
2026 Senior Note	1,500		1,500		8.1	%	November 1, 2026
2027 Senior Note	1,200		1,200		7.7	%	September 15, 2027
2028 Senior Note	500		500		7.0	%	January 15, 2028
2029 Senior Note	1,500		1,500		4.7	%	August 15, 2029
2025 Convertible Notes	1,150		1,150		0.2	%	December 15, 2025
2028 Convertible Note	1,725		1,725		1.1	%	December 1, 2028
Total debt	9,561		9,548
Less: unamortized discount and issuance costs	(77)		(69)
Less: current portion of long-term debt	(25)		(25)
Total long-term debt	$	9,459	$	9,454

2030 Refinanced Term Loans

In March 2023, we entered into two refinancing transactions pursuant to an amendment to the 2016 Senior Secured Term Loan Agreement. On March 3, 2023, we entered into a refinancing transaction under which we borrowed $1.75 billion (“First Closing”), the proceeds of which were used to repay in full the outstanding 2025 Refinanced Term Loan of $1.4 billion and $317 million of the outstanding 2027 Refinanced Term Loan. On March 14, 2023, we entered into the second refinancing transaction under which we borrowed $761 million (“Second Closing”), the proceeds of which were used to repay in full the outstanding 2027 Refinanced Term Loan. The Second Closing constituted an additional term loan in the same tranche as the First Closing (collectively, the “2030 Refinanced Term Loans”). In November 2023, we used a portion of the net proceeds from our 2028 Convertible Notes offering, described below, to pay down $500 million of our 2030 Refinanced Term Loans. The partial extinguishment did not result in any changes to the terms of our 2030 Refinanced Term Loans.

The 2030 Refinanced Term Loans have a maturity date of March 3, 2030. The interest rate for the 2030 Refinanced Term Loans is Secured Overnight Financing Rate (“SOFR”) subject to a floor of 0.00%, plus 2.75% per annum. The refinancing transactions qualified as both a debt modification and debt extinguishment. As a result, we recognized an immaterial loss on debt extinguishment during the six months ended June 30, 2023 in other income (expense), net, in our condensed consolidated statement of operations. The refinancing transactions resulted in: (i) $1.1 billion cash inflow from the issuance of the 2030 Refinanced Term Loans, net of issuance costs, from new lenders and additional principal from existing lenders; (ii) a $1.1 billion cash outflow of principal payments on the 2025 Refinanced Term Loan and 2027 Refinanced Term Loan to exiting lenders and lower principal from existing lenders. The cash inflow and cash outflow are recorded within cash flows from financing activities in our condensed statement of cash flows during the six months ended June 30, 2023.

The 2030 Refinanced Term Loans are guaranteed by certain of our material domestic restricted subsidiaries. The 2030 Refinanced Term Loans agreements contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens and undergo certain fundamental changes. We were in compliance with all covenants as of June 30, 2024. The 2030 Refinanced Term Loans are secured by certain of our intellectual property and equity of certain material foreign subsidiaries.

The fair value of our 2030 Refinanced Term Loans was $2.0 billion as of June 30, 2024 and was 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 in the indenture governing the 2025 Convertible Notes) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of June 30, 2024, none of the conditions permitting the holders of the 2025 Convertible Notes to convert their notes early had been met. Therefore, the 2025 Convertible Notes are classified as long-term.

The 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 redeem for cash all or any portion of the notes, at our option 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.

The fair value of our 2025 Convertible Notes was $1.2 billion as of June 30, 2024 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Amendments to 2025 Convertible Notes

On November 24, 2023, we entered into the First Supplemental Indenture (the “First Supplemental Indenture”), to an indenture, dated as of December 11, 2020 (the “Base Indenture”), by and between us and the U.S. Bank Trust Company, National Association, as trustee, governing our outstanding 2025 Convertible Notes. Pursuant to the First Supplemental Indenture, we irrevocably elected (i) to eliminate our option to choose Physical Settlement (as defined in the Base Indenture) on any conversion of the 2025 Convertible Notes that occurs on or after the date of the First Supplemental Indenture, (ii) Cash Settlement or Combination Settlement (each as defined in the Base Indenture) as the Settlement Method of any conversion of the 2025 Convertible Notes and (iii) that, with respect to any Combination Settlement for a conversion of the 2025 Convertible Notes, the Specified Dollar Amount (as defined in the Base Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Convertible Notes will be no lower than $1,000.

2028 Convertible Notes and Capped Call Transactions

2028 Convertible Notes

In November 2023, we issued $1.73 billion aggregate principal amount of 0.875% convertible senior notes due in 2028 (the “2028 Convertible Notes”), including the exercise in full by the initial purchasers of the 2028 Convertible Notes of their option to purchase up to an additional $225 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024, and the notes will mature on December 1, 2028, unless earlier converted, redeemed or repurchased. The net proceeds from this offering were approximately $1.70 billion, after deducting the debt issuance costs. We used a portion of the net proceeds from this offering to fund the cost of entering into the capped call transactions, described below. Additionally, we used the remainder of the net proceeds, along with cash on hand, to redeem all of our outstanding 2025 Senior Notes and partially pay down our 2030 Refinanced Term Loans.

Holders of the 2028 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2028 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time

prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

As of June 30, 2024, none of the conditions permitting the holders of the 2028 Convertible Notes to convert their notes early had been met. Therefore, the 2028 Convertible Notes are classified as long-term.

The initial conversion rate is 13.7848 shares of the common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $72.54 per share of the common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

Upon conversion of the 2028 Convertible Notes, we must pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.

We may not redeem the notes prior to December 5, 2026. We may redeem for cash all or any portion of the notes, at our option, on or after December 5, 2026, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The indenture governing the 2028 Convertible Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.

The fair value of our 2028 Convertible Notes was $2.1 billion as of June 30, 2024 and was determined based on quoted prices in markets that are not active, which is considered a Level 2 valuation input.

Capped Calls

In connection with the issuance of the 2028 Convertible Notes, we entered into privately negotiated capped call transactions (“the Capped Calls”) with certain of the initial purchasers of the 2028 Convertible Notes or their respective affiliates (the “option counterparties”) at a cost of approximately $141 million. The Capped Calls cover, subject to anti-dilution adjustments, the number of shares of our common stock initially underlying the 2028 Convertible Notes. By entering into the Capped Calls, we expect to reduce the potential dilution to our common stock (or, in the event a conversion of the 2028 Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion of the 2028 Convertible Notes the trading price of our common stock price exceeds the conversion price of the 2028 Convertible Notes.

The initial cap price of the Capped Calls was approximately $95.81 per share, which represents a premium of 75% over the last reported sale price of our common stock of $54.75 on the New York Stock Exchange on November 20, 2023, and is subject to certain adjustments under the terms of the Capped Calls. The Capped Calls were included in additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2023, with no remeasurement in subsequent periods as it meets the conditions for equity classification.

Senior Notes

The 2026, 2027, 2028 and 2029 Senior Notes (collectively “Senior Notes”) are guaranteed by certain of our material domestic restricted subsidiaries. The indentures governing the Senior Notes contain customary covenants restricting our and certain of our subsidiaries’ ability to incur debt and incur liens, as well as certain financial covenants specified in the indentures. We were in compliance with all covenants as of June 30, 2024.

The following table presents the fair values of our Senior Notes as of June 30, 2024, 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 June 30, 2024
2026 Senior Note	$	1,512
2027 Senior Note	1,224
2028 Senior Note	500
2029 Senior Note	1,427
Total	$	4,663

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 six months ended June 30, 2023 and 2024 (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2024		2023		2024
Contractual interest coupon	$	145	$	124	$	292	$	247
Amortization of debt discount and issuance costs	3		4		10		8
Total interest expense from long-term debt	$	148	$	128	$	302	$	255

Revolving Credit Arrangements

We have a revolving credit agreement initially entered into during 2015 with certain lenders, which provides for $2.3 billion in credit maturing on June 13, 2023 (“Revolving Credit Facility”). On April 4, 2022, we entered into an amendment to our Revolving Credit Facility to, among other things, (i) provide for approximately $2.2 billion of revolving credit commitments, (ii) extend the maturity date for the commitments and loans from June 13, 2023 to April 4, 2027, (iii) reduce the minimum liquidity covenant from $1.5 billion to $1.0 billion, (iv) replace the London Interbank Offered Rate (“LIBOR”) based interest rate with a SOFR based interest rate, and (v) make certain other changes to the negative covenants under the amended revolving credit agreement. The Revolving Credit Facility may be guaranteed by certain of our material domestic restricted subsidiaries based on certain conditions. The credit agreement contains customary covenants restricting our and certain of our subsidiaries’ ability to incur debt, incur liens, and undergo certain fundamental changes, as well as maintain a certain level of liquidity specified in the contractual agreement. We were in compliance with all covenants in the Revolving Credit Facility as of June 30, 2024. The credit agreement also contains customary events of default. The Revolving Credit Facility also contains restrictions on the payment of dividends.

On July 28, 2023, we entered into a joinder agreement to our Revolving Credit Facility to add an incremental revolving loan lender and increase the available commitments under the Revolving Credit Facility by an aggregate principal amount of $250 million. The joinder agreement brings the total revolver capacity to approximately $2.5 billion. There were no changes to the pricing or maturity of the Revolving Credit Facility.

As of June 30, 2024, there was no balance outstanding on the Revolving Credit Facility.

In February 2023, Uber Freight Holding Corporation (“Freight Holding”) entered into a $300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding. As of June 30, 2024, there was no balance outstanding on Freight Holding’s revolving credit facility.

Letters of Credit

For purposes of securing obligations related to leases and other contractual obligations, we also maintain an agreement for letters of credit, which is collateralized by our Revolving Credit Facility and reduces the amount of credit available. As of December 31, 2023 and June 30, 2024, we had letters of credit outstanding of $975 million and $1.2 billion, respectively, of which the letters of credit that reduced the available credit under the Revolving Credit Facility were $287 million and $384 million, respectively.

Uber Technologies, Inc [UBER] Filings
10-Q	[2024-08-06]
10-Q	[2024-05-08]
10-K	[2024-02-15]
10-Q	[2023-11-07]
10-Q	[2023-08-02]
10-Q	[2023-05-03]
10-K	[2023-02-21]
10-Q	[2022-11-02]
10-Q	[2022-08-04]
10-Q	[2022-05-05]
10-K	[2022-02-24]
10-Q	[2021-11-09]
10-Q	[2021-08-05]
10-Q	[2021-05-06]
10-K	[2021-03-01]
10-Q	[2020-11-06]
10-Q	[2020-08-07]
10-Q	[2020-05-08]
10-K	[2020-03-02]
10-Q	[2019-11-05]
10-Q	[2019-08-09]
10-Q	[2019-06-04]
S-1	[2019-04-11]