XML 41 R24.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Non-Controlling Interests | 12 Months Ended
--- | ---
Dec. 31, 2024
Noncontrolling Interest [Abstract] |
Non-Controlling Interests | Note 16 – Non-Controlling Interests We have consolidated subsidiaries that have issued common stock and preferred stock or preferred units to third party investors, representing non-controlling interests. As of December 31, 2023 and 2024, the carrying value of non-controlling interests represented by subsidiaries’ preferred units and preferred stock were $1.6 billion and $820 million, respectively. Freight Holding As of December 31, 2023 and 2024, we owned 74% and 84%, respectively, of our subsidiary Freight Holding capital stock, or 72% and 80%, respectively, on a fully-diluted basis. The minority stockholders of Freight Holding include, among others: (i) holders of Freight Holding’s Series A and A-1 Preferred Stock; (ii) holders of common equity awards issued under the employee equity incentive plans; and (iii) current and former employees who hold fully vested shares. As of December 31, 2023, a total number of 356.7 million shares of Freight Holding were reserved, of which 273.8 million shares were available for grant and issuance. As of December 31, 2024, a total number of 356.7 million shares of Freight Holding were reserved, of which 225.4 million shares were available for grant and issuance. Certain Holders of Common Stock of Freight Holding Certain minority common stockholders of our subsidiary Freight Holding, including individuals who hold shares obtained from the exercise of vested stock options issued under Freight Holding’s 2018 employee equity incentive plan, have put rights to sell increasing percentages of their equity interests at fair value to Freight Holding at specified periods of time ending in August 2025 through August 2027 that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary; provided, however, that former employees who hold shares will only have a one-time opportunity to exercise their put right to sell 100% of their equity interests for a specified period of time ending in August 2025. Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon our election. As of December 31, 2023 and 2024, the minority common stockholders ownership in Freight Holding is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control. In the third quarter of 2024, the redeemable non-controlling interest related to these certain minority common stockholders of Freight Holding was deemed probable of becoming redeemable and re-measured to its estimated redemption value with an adjustment of $338 million. This redeemable non-controlling interest is re-measured to its estimated redemption value each reporting period. We attribute the pro rata share of Freight Holding’s net income or loss available to holders of common stock to the redeemable non-controlling interests generated from common shares of Freight Holding based on the outstanding ownership of the minority shareholders of common shares during the period. Freight Series A Preferred Stock In October 2020, Freight Holding entered into a 2020 Freight Series A Preferred Stock Purchase Agreement with a 2020 Freight Series A Investor. Pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement, the 2020 Freight Series A Investor agreed to invest an aggregate of $500 million in Freight Holding, which occurred over two closings, subject to customary closing conditions. In October 2020, the initial closing occurred pursuant to the 2020 Freight Series A Preferred Stock Purchase Agreement and 2020 Freight Series A Investor invested $250 million in exchange for 124.7 million shares of Freight Series A preferred stock. In August 2022, the second closing occurred pursuant to the Freight Series A Preferred Stock Purchase Agreement and the 2020 Freight Series A Investor invested an additional $250 million in exchange for 124.7 million shares of Freight Series A preferred stock. Prior to their redemption in October 2024, the 2020 Freight Series A Investor was considered a related party to Freight Holding. We do not attribute the pro rata share of the Freight Holding’s loss to the redeemable non-controlling interests in Series A Preferred shares of Freight Holding because these shares are entitled to a liquidation preference and therefore do not participate in losses that would cause their interest to be below the liquidation preference. Upon liquidation, these Freight Series A preferred stock are entitled to the greater of either (i) a 1.5x liquidation preference on their initial investment, as well as 6% continuously compounding cumulative dividends that will be paid before any distribution to common shareholders or (ii) the fair value of their investment (the “Freight Series A Liquidation Preference”). The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations. On October 6, 2023, the 2020 Freight Series A Investor exercised their right to require that either Freight Holding conduct an IPO or we redeem them at the Freight Series A Liquidation Preference, described above. As of December 31, 2023, the Freight Series A preferred stock held by the 2020 Freight Series A Investor is classified as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in our control. Given the 2020 Freight Series A Investor exercised their right during the fourth quarter of 2023, this redeemable non-controlling interest was deemed probable of redemption. Based on the Freight Series A Liquidation Preference, this redeemable non-controlling interest was re-measured to its full estimated redemption value with an adjustment of $286 million. Upon the redemption date in October 2024, we repurchased the 2020 Freight Series A Investor’s Freight Series A preferred stock in cash for $851 million. In July 2021, we entered into a Series A preferred stock purchase agreement and sold shares of Freight Holding's Series A Preferred Stock to The Public Investment Fund, which is an investor in Uber, representing 4% ownership interest on a fully diluted basis at the time of the sale. As of December 31, 2023 and 2024, the Freight Series A preferred stock held by the Public Investment Fund were classified as non-redeemable non-controlling interests as these shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control. Freight Series A-1 Preferred Stock In November 2021, Freight Holding entered into a 2021 Series A-1 Preferred Stock Purchase Agreement with Freight Series A-1 Investors. Pursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the Freight Series A-1 Investors agreed to invest an aggregate of $550 million in Freight Holding in exchange for Freight Series A-1 preferred stock. Freight Series A-1 Investors have basic rights and preferences which primarily include: one vote per share; conversion rights to common shares; 6% cumulative dividend preference and liquidation preference (a 1.0x liquidation preference of original issuance price plus cumulative unpaid dividends). The accruing dividends are compounding annually, and are only payable when dividends are declared by Freight Holding’s Board. The dividend, along with any attributed prorated share of Freight Holding’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in our consolidated statements of operations. As of December 31, 2023 and 2024, the Freight Series A-1 preferred stock held by the Freight Series A-1 Investors were classified as non-redeemable non-controlling interests as t hese shares of preferred stock are not subject to any mandatory redemption rights or redemption rights that are outside our control. Freight Holding Supplier Financing Program Freight Holding utilizes a third-party financial institution that allows our suppliers to be paid by the third-party financial institution earlier than the due date on the applicable invoice at a discounted price. In general, supplier invoices financed by the third-party financial institution are due for payment by Freight Holding within thirty days. As of December 31, 2023 and 2024, the liability related to Freight Holding’s supplier financing program are included within accounts payable on the consolidated balance sheets. A rollforward of Freight Holding obligations confirmed and paid during the year is presented below (in millions):
|  | Year Ended December 31, 2024
Confirmed obligations outstanding balance at the beginning of the year |  | $ | 125 |
Invoices confirmed during the year |  | 1,838 |
Confirmed invoices paid during the year |  | (1,863) |
Confirmed obligations outstanding at the end of the year |  | $ | 100 |

X
- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent + Details
Name: | us-gaap_MinorityInterestDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_NoncontrollingInterestAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration