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Divestitures
12 Months Ended
Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
Note 9 – Assets and Liabilities Held for Sale
The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of December 31, 2020 (in millions):
As of December 31, 2020
ATG
Assets held for sale
Cash and cash equivalents$349 
Prepaid expenses and other current assets
Investments
Operating lease right-of-use assets26 
Property and equipment, net78 
Intangibles31 
Goodwill29 
Total assets held for sale517 
Liabilities held for sale
Accounts payable
Accrued and other current liabilities66 
Operating lease liabilities, current
Operating lease liabilities, non-current20 
Total liabilities held for sale100 
Net assets held for sale$417 
Sale of ATG Business
On December 7, 2020, we announced the sale of Apparate USA LLC (“ATG Business” or “Apparate”), our subsidiary focused on the development and commercialization of autonomous vehicle technologies, to Aurora. Apparate is included within our ATG and Other Technology Programs segment. The sale of Apparate did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial statement purposes. On January 19, 2021, we completed the sale of Apparate to Aurora. Refer to Note 21 - Subsequent Events for further information.
Note 19 - Divestitures
During the years ended December 31, 2018, 2019 and 2020, we completed the following divestitures:
In 2018, these divestitures consisted of the disposition, with a retained interest, of our Uber Russia/CIS operations and the sale of our Southeast Asia operations.
In 2019, these divestitures consisted of the disposition of our Lion City Rentals business operations.
In 2020, these divestitures consisted of the sale of the our Uber Eats India operations, the disposition of all assets of our JUMP business, and the sale of our European Freight business to Sennder.
The gains (losses) associated with these divestitures were included in other income (expense), net in the consolidated statements of operations.
MLU B.V. and Uber Russia/CIS Operations
During the first quarter of 2018, we closed a transaction that contributed the net assets of our Uber Russia/CIS operations into a newly formed private limited liability company, MLU B.V., with Yandex and our holding ownership interests in MLU B.V. We contributed $345 million of cash, contracts in the region including Rider, Mobility Driver, and Eater contracts, and certain employees in the region to MLU B.V. We concurrently issued approximately 2 million shares of Uber Class A common stock, with a fair value of $52 million to MLU B.V.’s parent, Yandex. These shares were subject to a put/call feature resulting in our contingent obligation to buy back these shares at $48 per share. The put/call feature became exercisable at any time by either party from when it became effective in February 2019 through February 2022, at which point, if unexercised, the put/call right would expire. In December 2019, Yandex exercised the put feature which caused us to repurchase all Yandex owned shares of Uber Technologies, Inc. Class A common stock. We subsequently retired the shares.
We performed an evaluation to determine if the sale constituted discontinued operations and concluded that the sale did not represent a major strategic shift, primarily because the Uber Russia/CIS operations did not materially affect our consolidated assets, revenue or loss from operations. In addition, we determined the sale constituted the sale of a business in accordance with ASC 805.
In exchange for consideration contributed, we received a seat on MLU B.V.’s board and an initial 38% equity ownership interest consisting of common stock in MLU B.V. The investment was determined to be an equity method investment due to our ability to exercise significant influence over MLU B.V. Refer to Note 4 - Equity Method Investments for further information.
As a result of the loss of control over Uber Russia/CIS resulting from the transaction, we derecognized the assets and liabilities of Uber Russia/CIS and recorded a $954 million gain during the year ended December 31, 2018 recognized in other income (expense), net in the consolidated statements of operations.
The following table presents the gain on disposition related to the divestiture of Uber Russia/CIS during the year ended December 31, 2018 (in millions):
Year Ended December 31, 2018
Fair value of consideration received$1,410 
Cash consideration contributed, net of working capital adjustments(334)
Share consideration in Class A common stock contributed(52)
Other(57)
Net consideration received for sale of Uber Russia/CIS967 
Carrying value of net assets transferred(13)
Gain on disposition$954 
Included in the initial carrying value of the investment in MLU B.V. of $1.4 billion, which represented the fair value of the investment (as consideration received) on the transaction date, was a basis difference of $908 million related to the difference between the cost of the investment and our proportionate share of the net assets of MLU B.V.
Southeast Asia
On March 25, 2018, two of our wholly-owned subsidiaries signed and completed an agreement with Grab pursuant to which Grab hired employees and acquired certain of our assets in the region, including Rider, Mobility Driver, and Eater contracts in Southeast Asia. The net assets contributed by us were not material. We determined the sale constituted the sale of business in accordance with ASC 805. The investment was determined to be an investment in a debt security which we classified as available-for-sale, initially recorded at fair value of $2.2 billion. Upon closing, our Chief Executive Officer joined Grab's board of directors and compensation committee. In exchange, we received 401 million shares of Grab Series G preferred stock on the closing date of the transaction and 8 million additional Grab Series G preferred stock during 2018 related to the resolution of certain post-close contingencies, for a total of 409 million shares representing 23.2% of the outstanding share capital of Grab as of December 31, 2018. In addition, based on the agreement, 3 million shares remained subject to the post-close contingency as of December 31, 2018, and the remaining number of shares were immaterial as of December 31, 2019. The shares received were recorded at fair value as additional sale consideration. As a result of the transaction, we recorded a $2.3 billion gain during the year ended December 31, 2018 in other income (expense), net in the consolidated statements of operations.
The Grab Series G preferred stock (“the Grab investment”) includes a redemption right, under which we, subject to certain conditions, including the absence of a Grab IPO, may put all or a portion of our investment back to Grab any time after the redemption date (defined as June 29, 2023) for cash. The redemption price is equal to the sum of the issue price of $5.54 with any declared but unpaid dividends, and compounded interest of 6% per annum on the issue price. The compounded interest represents contractual interest receivable on the Grab investment generally due at the redemption date. The Grab investment meets the definition of a debt security due to the redemption feature of the invested shares that are not in-substance common stock. As a result, the Grab investment is classified as an available-for-sale debt security initially recorded at fair value, with changes in the fair value of the investment recorded in other comprehensive income (loss), net of tax. Refer to Note 3 - Investments and Fair Value Measurement for further information.
There is significant uncertainty over the collectability of the contractual interest receivable on the Grab investment and as a result we have elected to apply a non-accrual policy to this investment. In determining whether a non-accrual policy is appropriate, we considered, among other factors, the reasonable possibility of a Grab IPO, the ability of Grab to pay the accumulated interest on all preferred securities on or after the redemption date, and the likelihood of a redemption occurring. If we had recorded accrued interest on the Series G preference shares, we would have recognized additional interest income of $102 million, $142 million and $151 million for the years ended December 31, 2018, 2019 and 2020, respectively.
Related Party Transactions with Grab and MLU B.V.
In August 2018, we entered into a purchase agreement (“Grab Vehicle Purchase Agreement”) to sell up to 1,900 vehicles to Grab from the pool of assets held for sale by LCR, our wholly-owned vehicle solutions subsidiary based in Singapore. The sales occurred over a six-month period beginning August 2018. During the year ended December 31, 2018, we transferred certain vehicles to Grab in exchange for SGD 31 million of cash consideration and recognized a loss on disposal of SGD 9 million. In January 2019, we transferred the remaining vehicles under the Grab Vehicle Purchase Agreement to Grab in exchange for SGD 39 million of cash consideration. We and Grab executed a Transition Service Agreement (“TSA”) which required us to provide transaction and integration services to Grab for a period of up to six months subsequent to the closing of the divestiture. In addition, we entered into a TSA with MLU B.V. to provide certain transition services subsequent to the closing of the transaction. Transactions related to the TSAs did not have material impacts on our financial position, results of operations, or liquidity.
Divestiture of LCR to Waydrive
During 2018, we started exploring strategic options for the sale of LCR and concluded that LCR met all of the held for sale criteria as of December 31, 2018. During the year ended December 31, 2018, we recognized an impairment loss in general and administrative expenses of $197 million in the consolidated statements of operations to adjust the fair value of the assets and liabilities, primarily as a result of the passage of time and the reduction in fair value of vehicles held for sale.
In January 2019, an agreement was executed with Waydrive Holdings Pte. Ltd. (“Waydrive”) to purchase the LCR business, specifically 100% of the equity interests of LCR and its subsidiary LCRF Pte. Ltd. (“LCRF”). Fair value of consideration received included $310 million of cash for the assets and liabilities of LCR and LCRF and up to $33 million of contingent consideration receivable for certain VAT receivables and receivables from certain commercial counterparties. As of December 31, 2020, we collected substantially all of the contingent consideration receivable. The resulting gain on disposal was not material to us. The transaction closed on January 25, 2019. The LCR business was included within our Mobility segment.
Divestiture of Uber Eats India to Zomato
On January 21, 2020, we entered into a definitive agreement and completed the divestiture of Uber Eats India to Zomato in exchange for (i) CCPS Preferred Shares of Zomato convertible into ordinary shares representing, when converted, 9.99% of the total voting capital of Zomato and (ii) a non-interest bearing note receivable to be repaid over the course of four years for reimbursement by Zomato of goods and services tax. The estimated fair value of the consideration received included the investment valued at $171 million and the $35 million of reimbursement of goods and services tax receivable from Zomato. As of December 31, 2020, we collected $17 million of the receivable. The fair value of the CCPS Preferred Shares was based primarily on the observed transaction price for a similar security issued to new investors in close proximity to the time of our transaction with Zomato. The transaction resulted in a gain on disposal of $154 million recognized in other income (expense), net in the consolidated statements of operations during the first quarter of 2020. The income tax effect of the sale was not material. The divestiture of Uber Eats India did not represent a strategic shift that would have had a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial statement purposes.
Divestiture of JUMP and Investment in Lime
On May 7, 2020, we entered into a series of transactions and agreements with Lime to divest our JUMP business (the “JUMP Divestiture”). 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. We previously held Lime Series C preferred stock and fully vested warrants to purchase Lime Series C-1 preferred stock.
Uber contributed hardware, equipment, intellectual property rights, technology, licensed technology, and permits of our JUMP business (collectively, “JUMP Assets”) in certain markets to Lime. JUMP Assets and previously held investments and warrants in Lime were exchanged for common stock (the “Lime Common Stock”), newly issued Lime Series 1-C preferred stock (“Lime 1-C Preferred Stock”) and fully vested warrants to purchase Lime Series 1-C Preferred Stock (“Lime 1-C Preferred Stock Warrants”). Lime Common Stock represents approximately 11% of fully-diluted (23% undiluted) ownership interest in Lime as of December 31, 2020.
Concurrently, we contributed $85 million of cash to Lime in exchange for a secured note convertible into Lime Series 3 Preferred Stock (the “Lime Convertible Note”), which may be converted at any time at our election representing 20% initial ownership in Lime as converted on a fully-diluted basis. In addition, we entered into a call option agreement which gives us for a two-year period beginning May 7, 2022 the right to acquire all of the outstanding equity interests of Lime held by its shareholders at fair value on the date of exercise, subject to regulatory approval. We have one seat on Lime’s five-person board of directors. We also amended our preexisting commercial agreement with Lime.
Our ownership in Lime is 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”) and represents approximately 32% on an as converted and fully-diluted basis as of December 31, 2020. The 2020 Lime Investments are accounted for under the fair value option. Refer to Note 3
- Investments and Fair Value Measurement for additional information. Lime was assessed under the VIE model and considered an unconsolidated VIE. Refer to Note 16 - Variable Interest Entities ("VIEs") for additional information.
The JUMP Divestiture did not represent a strategic shift that would cause a major effect on our operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial reporting purposes. The resulting loss on disposal was not material to us and was recorded in other income (expense), net, in the consolidated statements of operations during the second quarter of 2020.