v3.23.2
Variable Interest Entities
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities
Note 13 – Variable Interest Entities
Variable interest entities (“VIEs”) are legal entities that lack sufficient equity to finance their activities without future subordinated financial support.
Consolidated VIEs
We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the economic performance of these VIEs. As a result, we consolidate the assets and liabilities of these VIEs.
Total assets included on the condensed consolidated balance sheets for our consolidated VIEs as of December 31, 2022 and June 30, 2023 were $3.9 billion and $3.6 billion, respectively. Total liabilities included on the condensed consolidated balance sheets for these VIEs as of December 31, 2022 and June 30, 2023 were $789 million and $705 million, respectively.
Uber Freight Holding Corporation
As of June 30, 2023, we own the majority of the issued and outstanding capital stock of Uber Freight Holding Corporation (“Freight Holding”) and report a non-controlling interest as further described in Note 14 – Non-Controlling Interests.
In February 2023, Freight Holding entered into a $300 million senior secured asset-based revolving credit facility guaranteed by the assets of Freight Holding and is considered non-recourse to us. As of June 30, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility.
Careem Qatar
In October 2022, Qatar’s Court of Cassation rejected our final appeal for the proposed acquisition of the assets and operations in Qatar (“Careem Qatar”). The purpose of the Careem Qatar operations is to provide primarily ridesharing services in Qatar. Although the assets and operations of Careem Qatar have not transferred to us, we have rights to all residual interests in the entity which was considered a variable interest. We were exposed to losses and residual returns of the entity through the right to all of the proceeds from either the divestiture or the eventual legal transfer upon regulatory approval of the entity. We controlled Intellectual Properties (“IP”) which are significant for the business of Careem Qatar and sub-license those IP to Careem Qatar. Careem Qatar met the definition of a VIE and we were the primary beneficiary and therefore consolidate Careem Qatar as of December 31, 2022.
In February 2023, Careem Qatar’s ridesharing operations had shut down and an immaterial loss on disposal was recognized. The entity remains consolidated as of June 30, 2023 as we continue to be the primary beneficiary of the remaining business operations.
Unconsolidated VIEs
We do not consolidate VIEs in which we hold a variable interest but are not the primary beneficiary because we lack the power to direct the activities that most significantly impact the entities’ economic performance. Our carrying amounts of both assets and liabilities recognized on the condensed consolidated balance sheets related to unconsolidated VIEs were $548 million and $541 million as of December 31, 2022 and June 30, 2023, respectively, and represent our maximum exposure to loss associated with the unconsolidated VIEs.
Lime
Neutron Holdings, Inc. (“Lime”) is incorporated in Delaware for the purpose of owning and operating a fleet of dockless e-bikes and e-scooters for short-term access use by consumers for personal transportation. In 2020, we entered into a series of transactions and agreements with Lime to divest our JUMP business and acquired ownership in Lime comprised of Lime Common Stock, Lime 1-C Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime Convertible Note (collectively, the “2020 Lime Investments”). We are exposed to Lime’s economic risks and rewards through our ownership of the 2020 Lime Investments, which represent variable interests.
Moove
On February 12, 2021 (the “Moove Closing Date”), we entered into and completed a series of agreements with Garment Investments S.L. dba Moove (“Moove”), a vehicle fleet operator in Spain. The series of agreements included (i) an equity investment, through preferred shares, in which Uber acquired a 30% minority interest in Moove from its current shareholders at closing and up to approximately $185 million contingent on future performance of Moove and certain other conditions through the eighth anniversary of the agreement, (ii) a term loan of $213 million to Moove, due February 2026, and (iii) a commercial partnership agreement. Also included in the agreements is an option for us to purchase common stock of Moove at fair value, beginning two years after the Moove Closing Date. As of June 30, 2023, we have not exercised this option. After this series of agreements, Moove is considered a related party.
In February 2023, we entered into a settlement and amendment agreement (“Moove Settlement”) with Moove, a related party, to settle certain contingent considerations agreements. As a result of the Moove Settlement, we made an immaterial payment to Moove. The remaining contingent liability is recorded within accrued and other current liabilities on our condensed consolidated balance sheet as of June 30, 2023 and is not material.
Our equity investment in Moove, through preferred shares, is accounted for as an investment in non-marketable equity securities included in investments on our condensed consolidated balance sheets. The term loan, of $249 million as of June 30, 2023, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on our condensed consolidated balance sheets. Refer to Note 3 – Investments and Fair Value Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for additional information regarding our non-marketable equity securities.
Moove is a VIE as it lacks sufficient equity to finance its activities without future subordinated financial support. We are exposed to Moove’s economic risks and rewards through our equity investment, the term loan and commercial partnership agreement, which represent variable interests.