UBER TECHNOLOGIES, INC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our 2021 Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You should review the sections titled "Special Note Regarding Forward-Looking Statements" for a discussion of forward-looking statements and Part II, Item 1A, "Risk Factors" for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q. Overview We are a technology platform that uses a massive network, leading technology, operational excellence, and product expertise to power movement from point A to point B. We develop and operate proprietary technology applications supporting a variety of offerings on our platform. We connect consumers with providers of ride services, merchants as well as delivery service providers for meal preparation, grocery and other delivery services.Uber also connects consumers with public transportation networks. We use this same network, technology, operational excellence, and product expertise to connect shippers with carriers in the freight industry. We are also developing technologies that provide new solutions to everyday problems.
Driver Classification Developments
The classification of Drivers is currently being challenged in courts, by legislators and by government agencies inthe United States and abroad. We are involved in numerous legal proceedings globally, including putative class and collective class action lawsuits, demands for arbitration, charges and claims before administrative agencies, and investigations or audits by labor, social security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors. Of particular note are proceedings inCalifornia , where onMay 5, 2020 , theCalifornia Attorney General, in conjunction with the city attorneys forSan Francisco ,Los Angeles andSan Diego , filed a complaint inSan Francisco Superior Court (the "Court") againstUber and Lyft Inc., alleging that drivers are misclassified, and sought an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers. OnAugust 10, 2020 , the Court issued a preliminary injunction order prohibiting us from classifying Drivers as independent contractors and from violating various wage and hour laws. Following a stay of the injunction and our unsuccessful appeal of the injunction to aCourt of Appeal , we were ordered to comply with the preliminary injunction. InNovember 2020 ,California voters approved Proposition 22, a state ballot initiative that provides a framework for drivers that use platforms like ours for independent work. Proposition 22 went into effect inDecember 2020 . Although our stipulation to dissolve theCalifornia Attorney General's preliminary injunction was granted inApril 2021 , that litigation remains pending, and we also may face liability relating to periods before the effective date of Proposition 22. InJanuary 2021 , a petition was filed with theCalifornia Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied. The same drivers and labor union have since filed a similar challenge inCalifornia Superior Court , and inAugust 2021 , theAlameda County Superior Court ruled that Proposition 22 is unconstitutional. OnSeptember 21, 2021 , theState of California filed an appeal of that decision with theCalifornia Court of Appeal , and the Protect App-Based Drivers and Services organization,who intervened in the matter, has also filed an appeal. To comply with Proposition 22, we have incurred and expect to incur additional expenses, including expenses associated with a guaranteed minimum earnings floor for Drivers, insurance for injury protection and subsidies for health care. We do not expect these changes will have a material impact on our business, results of operations, financial position, or cash flows. Also of note, onOctober 28, 2015 , a claim by 25 Drivers, including Mr.Y. Aslam and Mr.J. Farrar , was brought in theUnited Kingdom ("UK")Employment Tribunal against us asserting that they should be classified as "workers" (a separate category between independent contractors and employees) in theUK rather than independent contractors. The tribunal ruled onOctober 28, 2016 that the Drivers were workers whenever our App is switched on and they are ready and able to take trips, based on an assessment of the App inJuly 2016 . The Court of Appeal rejected our appeal in a majority decision onDecember 19, 2018 . We appealed to theSupreme Court and a hearing at theSupreme Court took place inJuly 2020 . OnFebruary 19, 2021 , theSupreme Court of the UK upheld the tribunal ruling. Subsequently, we initiated a historical claims settlement process forUK drivers. Damages may include back pay including holiday pay and minimum wage. Additional claimants have also filed and each claimant will be required to bring their own separate action to an employment tribunal to determine whether they met the "worker" classification and if so, how much each claimant will be awarded. OnMarch 16, 2021 , we announced that more than 70,000 Mobility drivers in theUK will be treated as workers, earning at least the National Living Wage when driving withUber . They will also be paid for holiday time and all those eligible will be automatically enrolled into a pension plan. We have also completed a settlement process with drivers in theUK to proactively resolve historical 32
-------------------------------------------------------------------------------- claims relating to their classification underUK law. Our portal for drivers to register for a settlement of historical holiday pay and national minimum wage liabilities closed onJuly 22, 2021 and we have extended offers to all drivers eligible for settlementwho are not already represented by an attorney and have made payments to the driverswho accepted our offers. Compensation hearings will take place in 2022 for claimantswho have not settled their historic claims, where the tribunal will assess our position on the correct approach to working time, expenses, and holiday pay.
On
If, as a result of legislation or judicial decisions, we are required to classify Drivers as employees, workers or quasi-employees where those statuses exist, we would incur significant additional expenses for compensating Drivers, including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties. Additionally, we may not have adequate Driver supply as Drivers may opt out of our platform given the loss of flexibility under an employment model, and we may not be able to hire a majority of the Drivers currently using our platform. Any of these events could negatively impact our business, result of operations, financial position, and cash flows. For a discussion of risk factors related to how misclassification challenges may impact our business, result of operations, financial position and operating condition and cash flows, see the risk factor titled "-Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees" included in Part II, Item 1A, "Risk Factors", and Note 12 - Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q. In addition, if we are required to classify Drivers as employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled "Critical Accounting Policies and Estimates" and Note 1 in the section titled "Notes to the Consolidated Financial Statements" included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Financial and Operational Highlights
Three Months Ended March 31,
% Change
(Constant Currency
(In millions, except percentages) 2021 2022 % Change (1))
Monthly Active Platform Consumers ("MAPCs")
(2) 98 115 17 %
Trips (2) 1,447 1,713 18 %
Gross Bookings (2) $ 19,536 $ 26,449 35 % 39 %
Revenue $ 2,903 $ 6,854 136 % 141 %
Net loss attributable to Uber Technologies,
Inc. (3) $ (108) $ (5,930) **
Mobility Adjusted EBITDA $ 298 $ 618 107 %
Delivery Adjusted EBITDA $ (200) $ 30 **
Adjusted EBITDA (1), (2) $ (359) $ 168 **
Net cash provided by (used in) operating
activities $ (611) $ 15 **
Free cash flow (1) $ (682) $ (47) 93 %
(1) See the section titled "Reconciliations of Non-GAAP Financial Measures" for more information and reconciliations to the most directly comparable GAAP financial measure.
(2) See the section titled "Certain Key Metrics and Non-GAAP Financial Measures" for more information.
(3) Net loss attributable to
** Percentage not meaningful.
Highlights for the First Quarter 2022
In the first quarter of 2022, our MAPCs were 115 million, declining 3 million, or 3%, quarter-over-quarter, but growing 17% compared to the same period in 2021. The quarter-over-quarter decline in MAPCs was related to a slower start to the first quarter of 2022 due to impacts from the Omicron variant of COVID-19, followed by consumer activity increases through the remainder of the first quarter of 2022 with the number of unique consumerswho completed a Mobility ride or received a Delivery order on our platform increasing from 111 million inJanuary 2022 to 121 million inMarch 2022 . 33 -------------------------------------------------------------------------------- Overall Gross Bookings increased to$26.4 billion in the first quarter of 2022, or 39% on a constant currency basis, compared to the same period in 2021. Mobility Gross Bookings grew 62% year-over-year, on a constant currency basis, primarily due to increases in Trip volumes as the business recovers from the impacts of COVID-19. Delivery Gross Bookings grew 15% year-over-year, on a constant currency basis, outpacing Delivery Trip growth, as we saw a 3% increase in basket sizes globally driven by stay-at-home order demand related to COVID-19. Revenue was$6.9 billion , up 136% year-over-year, with a Take Rate of 25.9%. Revenue growth outpaced Gross Bookings growth primarily due to a$1.5 billion increase in our Freight business due to the acquisition ofTupelo Parent, Inc. ("Transplace") during the fourth quarter of 2021, the favorable impact to revenue of$200 million due to a change in the accounting model for ourUK Mobility business, as well as a favorable comparative impact to the same period in 2021 where, during the first quarter of 2021, revenue was reduced by a$600 million accrual made for the resolution of historical claims in theUK relating to the classification of drivers. Net loss attributable toUber Technologies, Inc. was$5.9 billion , which includes the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net of$5.6 billion primarily related to changes in the fair value of our marketable equity securities, including: a$1.9 billion unrealized loss on our Grab investment; a$1.7 billion unrealized loss on our Aurora investments; a$1.4 billion unrealized loss on ourDidi investment; and a$462 million unrealized loss on our Zomato investment. Net loss attributable toUber Technologies, Inc. also includes$359 million of stock-based compensation expense. Adjusted EBITDA was$168 million , up$527 million compared to the same period in 2021. Mobility Adjusted EBITDA profit improved by 107%, year-over-year, to$618 million . Delivery Adjusted EBITDA profit was$30 million , up$230 million from an Adjusted EBITDA loss of$200 million in the same period in 2021.
We ended the quarter with
Other Developments COVID-19 InMarch 2020 , theWorld Health Organization declared the outbreak of the coronavirus disease ("COVID-19") a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting Drivers, Merchants, consumers and business partners, as well as our business, results of operations, financial position, and cash flows. Various governmental restrictions, including the declaration of a federal National Emergency, multiple cities' and states' declarations of states of emergency, school and business closings, quarantines, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for Mobility rides. Furthermore, we are experiencing and expect to continue to experience Driver supply constraints, and such supply constraints have been and may continue to be impacted by concerns regarding the COVID-19 pandemic.
COVID-19 Response Initiatives
We continue to prioritize the health and safety of our consumers, Drivers and Merchants, our employees and the communities we serve. We are focused on navigating the challenges presented by COVID-19 through preserving our liquidity and managing our cash flow by taking preemptive action to enhance our ability to meet our short-term liquidity needs. We have responded to the COVID-19 pandemic by launching new, or expanding existing, services or features on an expedited basis, particularly those related to delivery of food and other goods. To comply with social distancing guidelines of national, state and local governments, we have temporarily suspended, our shared Mobility offering, in most markets, and implemented "leave at door" delivery options for Delivery offerings. As vaccination rates increase inthe United States , we are observing that consumer demand for Mobility is recovering faster than driver availability, and consumer demand for Delivery continues to exceed courier availability. We are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position, and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, any future waves or resurgences of the virus, variants of the virus, the administration, adoption and efficacy of vaccines inthe United States and internationally, additional actions that may be taken by governmental authorities, the further impact on the business of Drivers, Merchants, consumers, and business partners, and other factors identified in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. 34 --------------------------------------------------------------------------------
Components of Results of Operations
Revenue
We generate substantially all of our revenue from fees paid by Drivers and Merchants for use of our platform. We have concluded that we are an agent in these arrangements as we arrange for other parties to provide the service to the end-user. Under this model, revenue is net of Driver and Merchant earnings and Driver incentives. We act as an agent in these transactions by connecting consumers to Drivers and Merchants to facilitate a Trip, meal or grocery delivery service. 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. For additional discussion related to our revenue, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition," "Note 1 - Description of Business and Summary of Significant Accounting Policies - Revenue Recognition," and "Note 2 - Revenue" to our audited consolidated financial statements included in our Annual Report Form 10-K for the year endedDecember 31, 2021 and Note 2 - Revenue in this Quarterly Report on Form 10-Q.
Cost of Revenue, Exclusive of Depreciation and Amortization
Cost of revenue, exclusive of depreciation and amortization, primarily consists of certain insurance costs related to our Mobility and Delivery offerings, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, costs incurred with carriers forUber Freight transportation services, amounts related to fare chargebacks and other credit card losses as well as costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for mobility or delivery services and pay Drivers and Couriers for services. We expect that cost of revenue, exclusive of depreciation and amortization, will fluctuate on an absolute dollar basis for the foreseeable future in line with Trip volume changes on the platform. As Trips increase or decrease, we expect related changes for insurance costs, credit card processing fees, hosting and co-located data center expenses, maps license fees, and other cost of revenue, exclusive of depreciation and amortization.
Operations and Support
Operations and support expenses primarily consist of compensation expenses, including stock-based compensation, for employees that support operations in cities, including the general managers, Driver operations, platform user support representatives and community managers. Also included is the cost of customer support, Driver background checks and the allocation of certain corporate costs. As our business recovers from the impacts of COVID-19 and Trip volume increases, we would expect operations and support expenses to increase on an absolute dollar basis for the foreseeable future, but decrease as a percentage of revenue as we become more efficient in supporting platform users.
Sales and Marketing
Sales and marketing expenses primarily consist of compensation costs, including stock-based compensation to sales and marketing employees, advertising costs, product marketing costs and discounts, loyalty programs, promotions, refunds, and credits provided to end-userswho are not customers, and the allocation of certain corporate costs. We expense advertising and other promotional expenditures as incurred. As our business recovers from the impacts of COVID-19, we would anticipate sales and marketing expenses to increase on an absolute dollar basis for the foreseeable future but vary from period to period as a percentage of revenue due to timing of marketing campaigns.
Research and Development
Research and development expenses primarily consist of compensation costs,
including stock-based compensation, for employees in engineering, design and
product development. Expenses include ongoing improvements to, and maintenance
of, existing products and services, and allocation of certain corporate costs.
We expense substantially all research and development expenses as incurred.
We expect research and development expenses to increase and vary from period to
period as a percentage of revenue as we continue to invest in research and
development activities relating to ongoing improvements to and maintenance of
our platform offerings and other research and development programs, offset by a
decrease in investments in our ATG and Other Technology Programs subsequent to
the sale of our ATG Business.
35
--------------------------------------------------------------------------------General and Administrative
General and administrative expenses primarily consist of compensation costs, including stock-based compensation, for executive management and administrative employees, including finance and accounting, human resources, policy and communications, legal, and certain impairment charges, as well as allocation of certain corporate costs, occupancy, and general corporate insurance costs. General and administrative expenses also include certain legal settlements. As our business recovers from the impacts of COVID-19 and Trip volume increases, we expect that general and administrative expenses will increase on an absolute dollar basis for the foreseeable future, but decrease as a percentage of revenue as we achieve improved fixed cost leverage and efficiencies in our internal support functions.
Depreciation and Amortization
Depreciation and amortization expenses primarily consist of depreciation on buildings, site improvements, computer and network equipment, software, leasehold improvements, furniture and fixtures, and amortization of intangible assets. Depreciation includes expenses associated with buildings, site improvements, computer and network equipment, leased vehicles, and furniture, fixtures, as well as leasehold improvements. Amortization includes expenses associated with our capitalized internal-use software and acquired intangible assets.
As our business recovers from the impacts of COVID-19, we would anticipate depreciation and amortization expenses to increase as we continue to build out our network infrastructure and building locations.
Interest Expense
Interest expense consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount.
Other Income (Expense), Net
Other income (expense), net primarily includes the following items:
•Interest income, which consists primarily of interest earned on our cash and cash equivalents and restricted cash and cash equivalents.
•Foreign currency exchange gains (losses), net, which consist primarily of remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.
•Gain on business divestiture.
•Unrealized gain (loss) on debt and equity securities, net, which consists primarily of gains (losses) from fair value adjustments relating to our marketable and non-marketable securities.
•Impairment of equity method investment.
•Revaluation of
•Other, net.
Provision for (Benefit from) Income Taxes
We are subject to income taxes inthe United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those inthe United States . Additionally, certain of our foreign earnings may also be taxable inthe United States . Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, changes in the valuation allowance on ourU.S. andNetherlands' deferred tax assets, and changes in tax laws.
Equity Method Investments
Equity method investments primarily includes the results of our share of income or loss from our Yandex.Taxi joint venture.
36
--------------------------------------------------------------------------------Results of Operations
The following table summarizes our condensed consolidated statements of operations for each of the periods presented (in millions):
Three Months Ended
2021 2022
Revenue $ 2,903 $ 6,854
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown
separately below 1,710 4,026
Operations and support 423 574
Sales and marketing 1,103 1,263
Research and development 515 587
General and administrative 464 632
Depreciation and amortization 212 254
Total costs and expenses 4,427 7,336
Loss from operations (1,524) (482)
Interest expense (115) (129)
Other income (expense), net 1,710 (5,557)
Income (loss) before income taxes and income (loss) from equity method investments
71 (6,168)
Provision for (benefit from) income taxes 185 (232)
Income (loss) from equity method investments (8) 18
Net loss including non-controlling interests (122) (5,918)
Less: net income (loss) attributable to non-controlling interests, net of tax
(14) 12
Net loss attributable to Uber Technologies, Inc. $
(108)
The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue (1):
Three Months Ended
2021 2022
Revenue 100 % 100 %
Costs and expenses
Cost of revenue, exclusive of depreciation and amortization shown
separately below 59 % 59 %
Operations and support 15 % 8 %
Sales and marketing 38 % 18 %
Research and development 18 % 9 %
General and administrative 16 % 9 %
Depreciation and amortization 7 % 4 %
Total costs and expenses 152 % 107 %
Loss from operations (52) % (7) %
Interest expense (4) % (2) %
Other income (expense), net 59 % (81) %
Income (loss) before income taxes and income (loss) from equity method investments
2 % (90) %
Provision for (benefit from) income taxes 6 % (3) %
Income (loss) from equity method investments - % - %
Net loss including non-controlling interests (4) % (86) %
Less: net income (loss) attributable to non-controlling interests, net of tax
- % - %
Net loss attributable to Uber Technologies , Inc. (4) % (87) %
(1) Totals of percentage of revenues may not foot due to rounding.
37
--------------------------------------------------------------------------------
The following discussion and analysis is for the three months ended
Revenue
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change Revenue$ 2,903 $ 6,854 136 % Revenue increased$4.0 billion , or 136%, primarily attributable to an increase in Gross Bookings of 35%, or 39% on a constant currency basis, primarily driven by increases in Mobility Trip volumes as the business recovers from the impacts of COVID-19, and a$1.5 billion increase in Freight revenue resulting primarily from the acquisition of Transplace in the fourth quarter of 2021. Revenue in the first quarter of 2021 was unfavorably impacted by a$600 million accrual made for the resolution of historical claims in theUK relating to the classification of drivers. We also saw a$304 million increase in Delivery revenue resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, for certain markets where we are primarily responsible for Delivery services and pay Couriers for services provided. Additionally, during the first quarter of 2022, we saw a$200 million increase in Mobility revenue as a result of business model changes in theUK .
Cost of Revenue, Exclusive of Depreciation and Amortization
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Cost of revenue, exclusive of depreciation and
amortization $ 1,710 $ 4,026 135 %
Percentage of revenue 59 % 59 %
Cost of revenue, exclusive of depreciation and amortization, increased $2.3
billion , or 135%, mainly due to a $1.4 billion increase in Freight carrier
payments and incentives resulting from the acquisition of Transplace in the
fourth quarter of 2021, a $355 million increase in Courier payments and
incentives in certain markets, a $313 million increase in insurance expense
primarily due to an increase in miles driven in our Mobility business, and a
$160 million increase in Driver payments and incentives that are recorded in
cost of revenue, exclusive of depreciation and amortization, as a result of
business model changes in the UK .
Operations and Support
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change Operations and support $ 423$ 574 36 % Percentage of revenue 15 % 8 %
Operations and support expenses increased
Sales and Marketing
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Sales and marketing $ 1,103 $ 1,263 15 %
Percentage of revenue 38 % 18 %
Sales and marketing expenses increased $160 million , or 15%, primarily
attributable to a $72 million increase in consumer advertising expenses as well
as an increase in consumer discounts, rider facing loyalty expense, promotions,
credits and refunds of $64 million to $649 million compared to $585 million in
the same period in 2021.
38
--------------------------------------------------------------------------------
Research and Development
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change Research and development $ 515$ 587 14 % Percentage of revenue 18 % 9 %
Research and development expenses increased
General and Administrative
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change General and administrative $ 464$ 632 36 % Percentage of revenue 16 % 9 % General and administrative expenses increased$168 million , or 36%, primarily attributable to a$54 million increase in employee headcount costs, a net$49 million increase in legal, tax, and regulatory reserve changes and settlements, a$12 million increase in external contractor expenses, in addition to a$10 million increase in stock-based compensation expense.
Depreciation and Amortization
Three Months Ended March 31,
(In millions, except percentages) 2021
2022 % Change
Depreciation and amortization $ 212$ 254 20 % Percentage of revenue 7 % 4 % Depreciation and amortization expenses increased$42 million , or 20%, primarily attributable to additional amortization expenses related to Transplace,Drizly andPostmates intangible assets, partially offset by a decrease in depreciation for fixed assets that fully depreciated in 2021.
Interest Expense
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Interest expense $ (115) $ (129) 12 %
Percentage of revenue (4) % (2) %
Interest expense increased by an immaterial amount.
Other Income (Expense), Net
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Interest income $ 5 $ 11 120 %
Foreign currency exchange gains (losses), net (25) 10 **
Gain on business divestiture 1,684 - **
Unrealized gain (loss) on debt and equity securities, net
63 (5,570) **
Impairment of equity method investment - (182) **
Revaluation of MLU B.V. call option - 181 **
Other, net (17) (7) 59 %
Other income (expense), net $ 1,710 $ (5,557) **
Percentage of revenue 59 % (81) %
** Percentage not meaningful.
39
-------------------------------------------------------------------------------- Gain on business divestiture decreased primarily due a$1.6 billion gain on the sale of our ATG Business to Aurora recognized in the first quarter of 2021. For additional information, refer to Note 15 - Divestiture in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q. Unrealized gain (loss) on debt and equity securities, net decreased by$5.6 billion primarily due to changes in the fair value of our marketable equity securities, including: a$1.9 billion unrealized loss on our Grab investment; a$1.7 billion unrealized loss on our Aurora investments; a$1.4 billion unrealized loss on ourDidi investment; and a$462 million unrealized loss on our Zomato investment. Impairment of equity method investment represents a$182 million impairment loss recorded on ourMLU B.V . equity method investment. For additional information, refer to Note 4 - Equity Method Investments in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.
Revaluation of
Provision for (Benefit from) Income Taxes
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Provision for (benefit from) income taxes $ 185 $ (232) **
Effective tax rate 261 % 4 %
** Percentage not meaningful.
Income tax benefit increased by $417 million , primarily driven by the deferred
U.S. tax impact related to our investments in Grab and Aurora and to a lesser
extent, by the benefit of U.S. losses, offset by current tax on our foreign
earnings.
Income (loss) from Equity Method Investments
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Income (loss) from equity method investments $ (8) $ 18 **
Percentage of revenue - % - %
** Percentage not meaningful.
Income (loss) from equity method investments increased by an immaterial amount.
40
--------------------------------------------------------------------------------Segment Results of Operations
We operate our business as three operating and reportable segments: Mobility, Delivery, and Freight. For additional information about our segments, see Note 11 - Segment Information and Geographic Information in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Revenue
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Mobility $ 853 $ 2,518 195 %
Delivery 1,741 2,512 44 %
Freight 301 1,824 **
All Other (1) 8 - **
Total revenue $ 2,903 $ 6,854 136 %
(1) Includes historical results of ATG and Other Technology Programs and New Mobility. Refer to Note 15 - Divestiture for further information.
** Percentage not meaningful.
Segment Adjusted EBITDA
Segment Adjusted EBITDA is defined as revenue less the following expenses: cost
of revenue, exclusive of depreciation and amortization, operations and support,
sales and marketing, and general and administrative and research and development
expenses associated with our segments. Segment adjusted EBITDA also excludes
non-cash items, certain transactions that are not indicative of ongoing segment
operating performance and/or items that management does not believe are
reflective of our ongoing core operations. For additional information, see Note
11 - Segment Information and Geographic Information in the notes to the
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
Three Months Ended March 31,
(In millions, except percentages) 2021 2022 % Change
Mobility $ 298 $ 618 107 %
Delivery (200) 30 **
Freight (29) 2 **
All Other (1) (11) - **
Corporate G&A and Platform R&D (2), (3) (417) (482) (16) %
Adjusted EBITDA (4) $ (359) $ 168 **
(1) Includes historical results of ATG and Other Technology Programs and New
Mobility. Refer to Note 15 - Divestiture for further information regarding the
sale of our ATG Business.
(2) Excluding stock-based compensation expense.
(3) Includes costs that are not directly attributable to our reportable segments. Corporate G&A also includes certain shared costs such as finance, accounting, tax, human resources, information technology and legal costs. Platform R&D also includes mapping and payment technologies and support and development of the internal technology infrastructure. Our allocation methodology is periodically evaluated and may change.
(4) See the section titled "Reconciliations of Non-GAAP Financial Measures" for more information and reconciliations to the most directly comparable GAAP financial measure.
** Percentage not meaningful. Mobility Segment For the three months endedMarch 31, 2022 compared to the same period in 2021, Mobility revenue increased$1.7 billion , or 195%, and Mobility adjusted EBITDA profit increased$320 million , or 107%. Mobility revenue increased primarily attributable to an increase in Mobility Gross Bookings due to increases in Trip volumes as the business recovers from the impacts of COVID-19. Business model changes in theUK that classify certain payments and incentives as cost of revenue also benefited Mobility revenue by$200 million . Additionally, Mobility revenue in the first quarter of 2021 was impacted by a$600 million accrual made for the resolution of historical claims in theUK relating to the classification of drivers. 41 -------------------------------------------------------------------------------- Mobility adjusted EBITDA profit increased primarily attributable to an increase in Mobility revenue, partially offset by a$281 million increase in insurance expense as a result of an increase in miles driven and a$76 million increase in credit card processing costs. Delivery Segment For the three months endedMarch 31, 2022 compared to the same period in 2021, Delivery revenue increased$771 million , or 44%, and Delivery adjusted EBITDA grew$230 million , or 115%. Delivery revenue increased primarily attributable to an increase in Delivery Gross Bookings of 15%, on a constant currency basis, driven by an increase in food delivery orders and higher basket sizes. Take Rate improved to 18.1% from 14.0% compared to the same period in 2021 driven by an overall improvement in basket sizes. Additionally, we saw an increase in Delivery revenue and Take Rate resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, where we are primarily responsible for Delivery services and pay Couriers for services provided. Delivery adjusted EBITDA improvement is primarily attributable to an increase in Delivery revenue, partially offset by a$387 million increase in cost of revenue as well as a$94 million increase in consumer promotions and employee headcount costs. Freight Segment For the three months endedMarch 31, 2022 compared to the same period in 2021, Freight revenue increased$1.5 billion , or 506%, and Freight adjusted EBITDA grew$31 million , or 107%. Freight revenue increased primarily attributable to the acquisition of Transplace in the fourth quarter of 2021. Additionally, the increase in Freight revenue is also driven by the growth in the number of shippers and carriers on the network combined with an increase in volumes with our top shippers.
Freight adjusted EBITDA improvement is attributable to a
Certain Key Metrics and Non-GAAP Financial Measures
Adjusted EBITDA, revenue growth rates in constant currency and free cash flow are non-GAAP financial measures. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and reconciliations of these measures to the most directly comparable GAAP financial measures, see the section titled "Reconciliations of Non-GAAP Financial Measures." Monthly Active Platform Consumers. MAPCs is the number of unique consumerswho completed a Mobility or New Mobility ride or received a Delivery order on our platform at least once in a given month, averaged over each month in the quarter. While a unique consumer can use multiple product offerings on our platform in a given month, that unique consumer is counted as only one MAPC. We use MAPCs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the countries in which we operate. [[Image Removed:uber -20220331_g1.jpg]] Trips. We define Trips as the number of completed consumer Mobility or New Mobility rides and Delivery orders in a given period. For example, an UberX Share ride with three paying consumers represents three unique Trips, whereas an UberX ride with three passengers represents one Trip. We believe that Trips are a useful metric to measure the scale and usage of our platform. 42 -------------------------------------------------------------------------------- [[Image Removed:uber -20220331_g2.jpg]] Gross Bookings. We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility and New Mobility rides; Delivery orders (in each case without any adjustment for consumer discounts and refunds); Driver and Merchant earnings; Driver incentives; and Freight revenue. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue. [[Image Removed:uber -20220331_g3.jpg]]
(In millions) Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022
Mobility$ 3,046 $ 5,905 $ 6,789 $ 6,773 $ 8,640 $ 9,883 $ 11,340 $ 10,723 Delivery 6,961 8,550 10,050 12,461 12,912 12,828 13,444 13,903 Freight 212 290 313 302 348 402 1,082 1,823 All Other (1) 5 - - - - - - - (1) Includes historical results of ATG and Other Technology Programs and New Mobility. Refer to Note 15 - Divestiture for further information regarding the sale of our ATG Business.
Take Rate is an operating metric and defined as revenue as a percentage of Gross Bookings.
Adjusted EBITDA. See the section titled "Reconciliations of Non-GAAP Financial Measures" for our definition and a reconciliation of net loss attributable toUber Technologies, Inc. to Adjusted EBITDA. Three Months Ended March 31, (In millions, except percentages) 2021 2022 % Change Adjusted EBITDA$ (359) $ 168 ** ** Percentage not meaningful. Adjusted EBITDA was$168 million , improving$527 million from an Adjusted EBITDA loss of$359 million in the same period in 2021. The improvement was primarily attributable to a$320 million increase in Mobility Adjusted EBITDA, a$230 million improvement in Delivery Adjusted EBITDA, as well as a$31 million increase in Freight Adjusted EBITDA, partially offset by a$65 million increase in Corporate G&A and Platform R&D costs. 43 --------------------------------------------------------------------------------
Reconciliations of Non-GAAP Financial Measures
We collect and analyze operating and financial data to evaluate the health of our business and assess our performance. In addition to revenue, net income (loss), income (loss) from operations, and other results under GAAP, we use Adjusted EBITDA, revenue growth rates in constant currency and free cash flow, which are described below, to evaluate our business. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our calculation of these non-GAAP financial measures may differ from similarly-titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit from) income taxes, (iv) income (loss) from equity method investments, (v) interest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and regulatory reserve changes and settlements, (x) goodwill and asset impairments/loss on sale of assets, (xi) acquisition, financing and divestitures related expenses, (xii) restructuring and related charges and (xiii) other items not indicative of our ongoing operating performance, including COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations. We have included Adjusted EBITDA in this Quarterly Report on Form 10-Q because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges. To help our board, management and investors assess the impact of COVID-19 on our results of operations, we are excluding the impacts of COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations from Adjusted EBITDA. Our board and management find the exclusion of the impact of these COVID-19 response initiatives from Adjusted EBITDA to be useful because it allows us and our investors to assess the impact of these response initiatives on our results of operations.
COVID-19 Response Initiatives
To support those whose earning opportunities have been depressed as a result of COVID-19, as well as communities hit hard by the pandemic, we have announced and implemented several initiatives, including, in particular, payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations. The payments for financial assistance to Drivers personally impacted by COVID-19 and Driver reimbursement for their cost of purchasing personal protective equipment are recorded as a reduction to revenue. The cost of personal protective equipment distributed to Drivers, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations are recorded as an expense in our costs and expenses.
Limitations of Non-GAAP Financial Measures and Adjusted EBITDA Reconciliation
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
•Adjusted EBITDA excludes certain recurring, non-cash charges, such as
depreciation of property and equipment and amortization of intangible assets,
and although these are non-cash charges, the assets being depreciated and
amortized may have to be replaced in the future, and Adjusted EBITDA does not
reflect all cash capital expenditure requirements for such replacements or for
new capital expenditure requirements;
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--------------------------------------------------------------------------------•Adjusted EBITDA excludes certain restructuring and related charges, part of which may be settled in cash;
•Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy; •Adjusted EBITDA excludes other items not indicative of our ongoing operating performance, including COVID-19 response initiatives related payments for financial assistance to Drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to Drivers, Driver reimbursement for their cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations;
•Adjusted EBITDA does not reflect period-to-period changes in taxes, income tax expense or the cash necessary to pay income taxes;
•Adjusted EBITDA does not reflect the components of other income (expense), net, which primarily includes: interest income; foreign currency exchange gains (losses), net; gain (loss) on business divestitures, net; unrealized gain (loss) on debt and equity securities, net; and impairment of debt and equity securities; and
•Adjusted EBITDA excludes certain legal, tax, and regulatory reserve changes and settlements that may reduce cash available to us.
The following table presents a reconciliation of net loss attributable to
Three Months Ended March 31,
(In millions) 2021 2022
Adjusted EBITDA reconciliation:
Net loss attributable to Uber Technologies , Inc. $ (108) $ (5,930)
Add (deduct):
Net income (loss) attributable to non-controlling interests, net of
tax (14) 12
Provision for (benefit from) income taxes 185 (232)
Loss (income) from equity method investments 8 (18)
Interest expense 115 129
Other (income) expense, net (1,710) 5,557
Depreciation and amortization 212 254
Stock-based compensation expense 281 359
Legal, tax, and regulatory reserve changes and settlements 551 -
Goodwill and asset impairments/loss on sale of assets 57 13
Acquisition, financing and divestitures related expenses 36 14
Accelerated lease costs related to cease-use of ROU assets 2 -
COVID-19 response initiatives 26 1
Loss on lease arrangements, net - 7
Restructuring and related charges - 2
Adjusted EBITDA $ (359) $ 168
Constant Currency
We compare the percent change in our current period results from the
corresponding prior period using constant currency disclosure. We present
constant currency growth rate information to provide a framework for assessing
how our underlying revenue performed excluding the effect of foreign currency
rate fluctuations. We calculate constant currency by translating our current
period financial results using the corresponding prior period's monthly exchange
rates for our transacted currencies other than the U.S. dollar.
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--------------------------------------------------------------------------------Free Cash Flow
We define free cash flow as net cash flows from operating activities less capital expenditures. The following table presents reconciliation of free cash flow to the most directly comparable GAAP financial measure for each of the periods indicated:
Three Months Ended March 31,
(In millions) 2021 2022
Free cash flow reconciliation:
Net cash provided by (used in) operating activities $ (611) $ 15
Purchases of property and equipment (71) (62)
Free cash flow $ (682) $ (47)
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Liquidity and Capital Resources
Three Months Ended March 31,
(In millions) 2021 2022
Net cash provided by (used in) operating activities $ (611) $ 15
Net cash used in investing activities (250) (135)
Net cash used in financing activities (226) (113)
Operating Activities
Net cash provided by operating activities was $15 million for the three months
ended March 31, 2022 , primarily consisting of $5.9 billion of net loss, adjusted
for certain non-cash items, which primarily included $5.6 billion in unrealized
losses from equity securities, $359 million of stock-based compensation expense
and $254 million depreciation and amortization as well as a $27 million decrease
in cash consumed by working capital primarily driven by an increase in our
accrued insurance reserves.
Net cash used in operating activities was $611 million for the three months
ended March 31, 2021 , primarily consisting of $122 million of net loss, adjusted
for certain non-cash items, which primarily included $1.7 billion gain on
business divestiture and $281 million of stock-based compensation expense as
well as a $412 million decrease in cash consumed by working capital primarily
driven by an increase in our accrued expenses and other current liabilities.
Investing Activities
Net cash used in investing activities was
Net cash used in investing activities was$250 million for the three months endedMarch 31, 2021 , primarily consisting of$803 million in purchases of non-marketable equity securities,$336 million in purchases of marketable securities and$216 million in purchases of a note receivable, partially offset by proceeds from maturities and sales of marketable securities of$696 million and$500 million in proceeds from the sale of non-marketable equity securities.
Financing Activities
Net cash used in financing activities was
Net cash used in financing activities was
Other Information
As ofMarch 31, 2022 ,$2.2 billion of our$4.2 billion in cash and cash equivalents was held by our foreign subsidiaries. Cash held outsidethe United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. Repatriation of funds may result in immaterial tax liabilities. We believe that our existing cash balance inthe United States is sufficient to fund our working capital needs inthe United States . We are in compliance with our debt and line of credit covenants as ofMarch 31, 2022 , including by meeting our reporting obligations. We also believe that our sources of funding and our available line of credit will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, collateral requirements, potential acquisitions, potential prepayments of contested indirect tax assessments ("pay-to-play"), and other liquidity requirements through at least the next 12 months. We intend to continue to evaluate and may, in certain circumstances, take preemptive action to preserve liquidity during the COVID-19 pandemic. As the circumstances around the COVID-19 pandemic remain uncertain, we continue to actively monitor the pandemic's impact to us worldwide including our financial position, liquidity, results of operations and cash flows.
Purchase Commitments
As ofMarch 31, 2022 , there have been no material changes outside the ordinary course of business to the contractual obligations, as disclosed in our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Critical Accounting Estimates
Our condensed consolidated financial statements and accompanying notes have been
prepared in accordance with GAAP. The preparation of these condensed
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosures. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. We evaluate our estimates and assumptions on an ongoing basis.
Actual results may differ from these estimates. To the extent that there are
material differences between these estimates and our actual results, our future
financial statements will be affected.
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For additional information about our critical accounting policies and estimates,
see the disclosure included in our Annual Report on Form 10-K as well as Note 1
- Description of Business and Summary of Significant Accounting Policies in the
notes to the condensed consolidated financial statements included in Part I,
Item 1, of this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 1 - Description of Business and Summary of Significant Accounting Policies, in the notes to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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