Equity Method Investments

9 Months Ended

Sep. 30, 2021

Equity Method Investments and Joint Ventures [Abstract]

Note 4 – Equity Method Investments

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


	As of
	December 31, 2020		September 30, 2021
MLU B.V.	$	1,001	$	927
Mission Bay 3 & 4	41		38
Other	37		6
Total equity method investments	$	1,079	$	971

MLU B.V. and Uber Russia/CIS Operations

On August 30, 2021, we entered into an agreement (the “Framework Agreement”) with Yandex N.V. (“Yandex”) to restructure our joint ventures, MLU B.V. and Yandex Self Driving Group B.V. (“SDG”). Pursuant to the Framework Agreement, we completed the sale of our entire equity interest in SDG and 4.5% of equity interest in MLU B.V. to Yandex during the third quarter of 2021 (collectively, the “Initial Closing”). In addition, Yandex is expected to spin-off by way of demerger from MLU B.V. the Yandex.Eats, Yandex.Lavka and Yandex.Delivery businesses (“Demerger”). Immediately following the Demerger, Yandex will acquire all of our equity interest in such demerged businesses (“Demerger Share Closing”). If the Demerger Share Closing does not occur by December

31, 2021 (with a certain 30-day extension), we will instead transfer an additional 6.7% stake of our MLU B.V. ownership to Yandex. The total consideration payable by Yandex to us in respect of the Framework Agreement is approximately $1.0 billion in cash, of which (i) $800 million was paid during the third quarter of 2021, and (ii) $200 million will be paid at the Demerger Share Closing, which is expected to occur in the fourth quarter of 2021.

At the Initial Closing during the third quarter of 2021, we allocated consideration of $276 million to the sale of 4.5% of equity interest in MLU B.V. and we recognized a gain of $106 million in other income (expense), net on our condensed consolidated statement of operations during the three months ended September 30, 2021. As of September 30, 2021, our equity ownership interest in MLU B.V. was reduced to 29%. The consideration allocated and gains recognized for the sale of our entire equity interest in SDG were not material. In addition, we recognized a liability of $212 million in accrued and other current liabilities on our condensed consolidated balance sheet as of September 30, 2021 for the consideration allocated to a prepayment received for the Demerger Share Closing.

In connection with the Framework Agreement, we granted Yandex an option (“MLU B.V. Call Option”) to acquire our remaining equity interest in MLU B.V. during the two-year period following the Initial Closing. The initial exercise price of the MLU B.V. Call Option is approximately $2.0 billion, subject to certain adjustments based on the successful closing of the Demerger Share Closing and the timing of the option exercise. As of September 30, 2021, we allocated consideration of $230 million to the MLU B.V. Call Option, which is recorded as a liability in accrued and other current liabilities on our condensed consolidated balance sheet. The MLU B.V. Call Option is measured at fair value on a recurring basis with changes in fair value recorded in other income (expense), net in the condensed consolidated statements of operations. To determine the fair value of the MLU B.V. Call Option as of September 30, 2021, we used a lattice model which simulated multiple scenarios of the exercise behaviors and the corresponding strike prices over the term of the call option. Key inputs to the lattice model were underlying business value, option term, volatility, risk-free interest rates, and dividend yield (Level 3).

Included in the carrying value of MLU B.V. is the basis difference, net of amortization, between the original cost of the investment and our proportionate share of the net assets of MLU B.V. The carrying value of the equity method investment is primarily adjusted for our share in the income or losses of MLU B.V. on a one-quarter lag basis and amortization of basis differences. Equity method goodwill and intangible assets, net of accumulated amortization are also adjusted for currency translation adjustments representing fluctuations between the functional currency of the investee, the Ruble and the U.S. Dollar.

The table below provides the composition of the basis difference (in millions):


	As of September 30, 2021
Equity method goodwill	$	698
Intangible assets, net of accumulated amortization	60
Deferred tax liabilities	(13)
Cumulative currency translation adjustments	(130)
Basis difference	$	615

We amortize the basis difference related to the intangible assets over the estimated useful lives of the assets that gave rise to the difference using the straight-line method. The weighted-average life of the intangible assets is approximately 3.4 years as of September 30, 2021. Equity method goodwill is not amortized. The investment balance is reviewed for impairment whenever factors indicate that the carrying value of the equity method investment may not be recoverable. As of September 30, 2021, we determined that there was no impairment of our investment of MLU B.V.