Variable Interest Entities |
12 Months Ended |
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Dec. 31, 2023 | |
| Equity Method Investments and Joint Ventures [Abstract] | |
| Variable Interest Entities | Note 15 – 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 consolidated VIEs. Total assets included on the consolidated balance sheets for our consolidated VIEs as of December 31, 2022 and 2023 were $3.9 billion and $3.5 billion, respectively. Total liabilities included on the consolidated balance sheets for these VIEs as of December 31, 2022 and 2023 were $789 million and $755 million, respectively. Uber Freight Holding Corporation In July 2018, we created a new majority-owned subsidiary, Uber Freight Holding Corporation (“Freight Holding”). The purpose of Freight Holding is to perform the business activities of the Freight operating segment. The Freight Holding stock held by us was determined to be a variable interest. In October 2020, Freight Holding entered into a Series A preferred stock purchase agreement (“2020 Freight Series A Preferred Stock Purchase Agreement”) with an outside investor (“2020 Freight Series A Investor”) to sell shares of Series A Preferred Stock (“Freight Series A”). In July 2021, we entered into a Freight Series A preferred stock purchase agreement and sold shares of Freight Series A to The Public Investment Fund, which is an investor in Uber. In November 2021, Freight Holding entered into a series A-1 stock purchase agreement (“2021 Series A-1 Preferred Stock Purchase Agreement”) with outside investors (“Freight Series A-1 Investors”) to sell shares of Series A-1 convertible preferred stock of Freight Holding (“Freight Series A-1”). Neither the Freight Series A nor Freight Series A-1 investments changed the conclusion that Freight Holding is a consolidated VIE. As of December 31, 2022 and 2023, we continue to own the majority of the issued and outstanding capital stock of Freight Holding and report a non-controlling interest as further described in Note 16 – 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 December 31, 2023, there was no balance outstanding on Freight Holding’s revolving credit facility. Careem Qatar and Morocco On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem and certain of its subsidiaries pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) in countries where regulatory approval was obtained or which did not require regulatory approval. The assets and operations in Qatar and Morocco (collectively “Non-Transferred Countries”) had not yet been transferred to us as of the purchase date. The purpose of the Careem Qatar and Morocco’s operations is to provide primarily ridesharing services in each respective country. Although the assets and operations of the Non-Transferred Countries were not transferred as of the purchase date, we had rights to all residual interests in the entities comprising the Non-Transferred Countries which were considered variable interests. We were exposed to losses and residual returns of the entities comprising the Non-Transferred Countries through the right to all of the proceeds from either the divestiture or the eventual legal transfer, upon regulatory approval, of the entities comprising the Non-Transferred Countries. We controlled Intellectual Properties (“IP”) which are significant for the businesses of the Non-Transferred Countries and sub-license those IP to the Non-Transferred Countries. Each entity that comprised the Non-Transferred Countries met the definition of a VIE and we were the primary beneficiary of each of the entities comprising the Non-Transferred Countries. In September 2021, ownership of Careem’s operations in Morocco was fully transferred to us. In October 2022, Qatar’s Court of Cassation rejected our final appeal for the proposed acquisition of the assets and operations of Careem Qatar. However, we continue to be exposed to losses and residual returns of the Careem Qatar entity through the right to all of the proceeds from either the divestiture or the eventual legal transfer, upon regulatory approval, of the Careem Qatar entity. We continued to be the primary beneficiary of Careem Qatar and, as a result, consolidated Careem Qatar as of December 31, 2022. In February 2023, Careem Qatar’s ridesharing operations shut down and an immaterial loss on disposal was recognized. As of December 31, 2023, the entity remains consolidated, 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 amount of both assets and liabilities recognized on the consolidated balance sheets related to unconsolidated VIEs were approximately $548 million and $575 million as of December 31, 2022 and 2023, respectively. As of December 31, 2022, the carrying amount of assets and liabilities represent our maximum exposure to loss associated with the unconsolidated VIEs. As of December 31, 2023, our maximum exposure to loss was $686 million, which includes the carrying amounts of assets and liabilities recognized on the consolidated balance sheet related to the unconsolidated VIEs as well as an immaterial financial guarantee. Lime 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. We are exposed to Lime’s economic risks and rewards through the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests. Refer to Note 3 – Investments and Fair Value Measurement for further information on our 2020 Lime Investments. 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, including (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 h 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 December 31, 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 consolidated balance sheet as of December 31, 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 consolidated balance sheets. The term loan, of $253 million as of December 31, 2023, is accounted for as a loan receivable, carried at amortized cost, and included in other assets on our consolidated balance sheet. 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 the related carrying amount of assets and liabilities and any financial guarantees, which represent variable interests.
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