| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A ordinary shares, par value $0.000001 per share | GRAB | The Nasdaq Stock Market LLC | ||
Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 | GRABW | The Nasdaq Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | |||||
| Emerging growth company | ☒ | |||||||||
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
| U.S. GAAP ☐ | International Financial Reporting Standards as issued | Other ☐ | ||||||
| by the International Accounting Standards Board ☒ |
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| • | Developments related to the COVID-19 pandemic, including, among others, with respect tostay-at-home COVID-19 cases and the occurrence of newCOVID-19 strains; |
| • | The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate; |
| • | Our ability to successfully compete in highly competitive industries and markets; |
| • | Our ability to reduce incentives paid to driver-partners, merchant-partners and consumers; |
| • | Our ability to continue to adjust our offerings to meet market demand, attract users to our platform and grow our ecosystem; |
| • | Political instability in the jurisdictions in which we operate; |
| • | Breaches of laws or regulations in the operation and management of our current and future businesses and assets; |
| • | The overall economic environment and general market and economic conditions in the jurisdictions in which we operate; |
| • | Our ability to execute our strategies, manage growth and maintain our corporate culture as we grow; |
| • | Our anticipated investments in new products and offerings, and the effect of these investments on our results of operations; |
| • | Changes in the need for capital and the availability of financing and capital to fund these needs; |
| • | Anticipated technology trends and developments and our ability to address those trends and developments with our products and offerings; |
| • | The safety, affordability, convenience and breadth of our platform and offerings; |
| • | Man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that may directly or indirectly affect our business or assets; |
| • | The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; |
| • | Exchange rate fluctuations; |
| • | Changes in interest rates or rates of inflation; |
| • | Legal, regulatory and other proceedings; |
| • | Changes in applicable laws or regulations, or the application thereof on us; |
| • | Our ability to maintain the listing of our securities on NASDAQ; and |
| • | The results of any future financing efforts. |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. | KEY INFORMATION |
| • | Our business is still in a relatively early stage of growth, and if our business or superapp platform do not continue to grow, grow more slowly than we expect, fail to grow as large as we expect or fail to achieve profitability, our business, financial condition, results of operations and prospects could be materially and adversely affected. |
| • | We face intense competition across the segments and markets we serve. |
| • | We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability. |
| • | Our ability to decrease net losses and achieve profitability is dependent on our ability to reduce the amount of partner and consumer incentives we pay relative to the commissions and fees we receive for our services. |
| • | Our business is subject to numerous legal and regulatory risks that could have an adverse impact on our business and prospects. |
| • | Our brand and reputation are among our most important assets and are critical to the success of our business. |
| • | The COVID-19 pandemic has materially impacted our business, is still ongoing, and it or other pandemics or public health threats could adversely affect our business, financial condition, results of operations and prospects. |
| • | If we fail to manage our growth effectively, our business, financial condition, results of operations and prospects could be materially and adversely affected. |
| • | We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. Our audit and risk committee led an investigation into potential violations of certain anti-corruption laws related to our operations in one of the countries in which we operate and have voluntarily self-reported the potential violations to the U.S. Department of Justice. There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us. |
| • | If we are required to reclassify drivers as employees or otherwise, or if driver-partners and/or employees unionize, there may be adverse business, financial, tax, legal and other consequences. |
| • | If we are unable to continue to grow our base of platform users, including driver- or merchant-partners and consumers accessing our offerings, our value proposition for each such constituent group could diminish, |
| • | In certain jurisdictions, we are subject to restrictions on foreign ownership. |
| • | We are subject to risks associated with operating in the rapidly evolving Southeast Asia, and we are therefore exposed to various risks inherent in operating and investing in the region. |
| • | Our revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in any regions of Southeast Asia as well as globally. |
| • | Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us. |
| • | We could face uncertain tax liabilities in various jurisdictions where we operate, and suffer adverse financial consequences as a result. |
| • | The prices of our Class A Ordinary Shares and Warrants may be volatile. |
| • | Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of our Class A Ordinary Shares and Warrants to fall. |
| • | Unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes (direct or indirect), levies or other liabilities may be incurred or required subsequent to, or in connection with, the Business Combination consummated in December 2021, which could have a significant negative effect on our financial condition and results of operations and the price of Class A Ordinary Shares and Warrants, which in turn could cause you to lose some or all of your investment. |
| • | Becoming a public company through a merger rather than an underwritten offering presents risks to unaffiliated investors. We may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our Securities, which could cause our shareholders to lose some or all of their investment. |
| • | We may issue additional securities without shareholder approval in certain circumstances, which would dilute existing ownership interests and may depress the market price of our shares. |
| • | expand and diversify our deliveries, mobility, financial services and other offerings, which include innovating in new areas such as financial services and often requires us to make long-term investments and absorb losses while we build scale; |
| • | maintain and/or increase the scale of the driver- and merchant-partner base and increase consumer usage of our platform and the synergies within our ecosystem; |
| • | optimize our cost efficiency; |
| • | reduce incentives paid to driver-partners, merchant-partners and consumers; |
| • | enhance and develop our superapp, the tools we provide the driver- and merchant-partners and payments network along with our other technology and infrastructure; |
| • | recruit and retain high quality industry talent; |
| • | expand our business in the countries in which we operate, which requires managing varying infrastructure, regulations, systems and user expectations and implementing our hyperlocal approach to operations; |
| • | expand into business activities where we have limited experience, such as offline businesses, or no experience at all; |
| • | manage price sensitivity and driver- and merchant-partner and consumer preferences by segment and geographic location, particularly as we aim to increase market penetration within our markets; |
| • | maintain and enhance our reputation and brand; |
| • | ensure adequate safety and hygiene standards are established and maintained across our offerings; |
| • | continue to form strategic partnerships, including with leading multinationals and global brands; |
| • | manage our relationships with stakeholders and regulators in each of our markets, as well as the impact of existing and evolving regulations; |
| • | obtain and maintain licenses and regulatory approvals that may be required for our financial services or other offerings; |
| • | compete effectively with our competitors; and |
| • | manage the challenges associated with the COVID-19 pandemic. |
| • | complaints or negative publicity, including those related to personal injury or sexual assault cases involving consumers using our mobility offerings or other third parties; |
| • | issues with the choices and quality of our products and offerings or trust in our offerings; |
| • | illegal or inappropriate behavior by employees, consumers or driver-partners or merchant-partners or other third parties we work with, including relating to the safety of consumers and driver- and merchant-partners; |
| • | improper, unauthorized, or illegal actions by third parties who conduct fraudulent or other activities, such as phishing-attacks; |
| • | the convenience and reliability of our superapp and technology platform, as well as any cybersecurity incidents affecting, disruptions to the availability of or defects in our platform or superapp; |
| • | issues with the pricing of our offerings or the terms on which we do business with platform users including consumers and driver- and merchant-partners; |
| • | service delays or failures, such as missing, incorrect or canceled fulfillment of orders or rides, or issues with cleanliness, food tampering or inappropriate or unsanitary food preparation, handling or delivery; |
| • | lack of community support, interest or involvement, including protests or other negative publicity that may stem from a variety of factors beyond our control, such as the general political environment or a rise in nationalism in any of the markets where we operate; |
| • | failing to meet public or market expectations and act responsibly or in compliance with regulatory requirements, some of which may be evolving or ambiguous, in areas including labor, anti-corruption, anti-money laundering, safety and security, data security, privacy, provision of information about consumers and activities on our platform, or environmental requirements in areas including emissions, sustainability, human rights, diversity, non-discrimination and support for employees, driver- and merchant-partners and local communities; and |
| • | media or legislative scrutiny or litigation or investigations by regulators or other third parties. |
| • | Deliveries year-on-year stay-at-home COVID-19 pandemic. In light of growing demand, we invested in scaling up offerings, such as GrabMart, GrabSupermarket and GrabExpress. However, as the pandemic subsides and governments easeCOVID-19 measures, demand for deliveries offerings may decline or may not continue to grow at similar levels. Furthermore, although our deliveries segment experienced significant overall growth, the pandemic led to closures of many restaurants and merchant-partners, and many of our partners are still struggling due to substantial declines indine-in eating and demand in general. To the extent this impacts the breadth of options available to consumers through our platform, usage of our platform could be impacted, which could in turn impact the attractiveness of and level of activity across our ecosystem of consumers, and driver- and merchant-partners using our platform. |
| • | Mobility year-on-year stay-at-home COVID-19 pandemic also disrupted and generally reduced the supply of driver-partners for our mobility business. In 2021, our mobility business continued to be impacted by increases inCOVID-19 cases in our markets, including due to the emergence of newCOVID-19 variants and related reinstatement of movement control orders and other social distancing measures. In markets wherestay-at-home pre-pandemic levels and the supply of driver-partners continues to be adversely impacted. In addition, in order to comply with social distancing requirements and improve safety, we from time to time modify or suspend certain offerings, such as our GrabShare and GrabHitch offerings, particularly as governments modify rules or guidelines in order to combat the pandemic. There can be no assurance that demand and supply for our mobility offerings will return topre-pandemic levels or that we will resume all of our mobility offerings in the near future or at all in all of our markets. |
| • | Financial Services off-platform spending and otherCOVID-19 measures, which partially offset growth in deliveries-related payments, impacting growth in payment volume. However, from 2020 to 2021, our financial services business experienced significantyear-on-year pre-Interco TPV growth and revenue growth driven by strong performance in deliveries transactions, although this growth was partially offset by the drop in demand for mobility offerings. In addition, our lending business was impacted byCOVID-19, driven by closures of businesses, a decline in general consumer spending, and compulsory repayment holidays implemented by governments in certain of our markets. While new lending opportunities emerged as a result of theCOVID-19 pandemic, for example Quick Cash for MSMEs in Thailand, we also took a more conservative approach to loan origination as we were mindful of the potential effect ofCOVID-19’s economic impact on creditworthiness of consumers and merchant-partners, and we delayed the marketing plans of certain insurance products such as travel insurance due to reduced travel. |
| • | the occurrence of new COVID-19 strains and other new developments that may emerge concerning the severity of the disease; |
| • | the efficacy of current and future vaccines and treatments and the speed of vaccine or treatment roll-outs; |
| • | the duration and nature of stay-at-home |
| • | the economic impact of the pandemic in the markets in which we operate, which could impact demand for offerings or opportunities on our platform by consumers and driver- and merchant-partners; |
| • | the continued provision of support and relief to small businesses, residents and economic activity by governments in the countries in which we operate, such as in Singapore and Malaysia where the government has implemented substantial and comprehensive support measures that have benefited the population, including consumers and driver- and merchant-partners; |
| • | government measures, intervention or subsidies, or increased government scrutiny with respect to our business or industry, which could impact, among other things, the competitive landscape in our markets and cause us to incur unforeseen expenses; |
| • | other business disruptions that affect our workforce; |
| • | the impact on capital and financial markets; |
| • | impairment charges associated with goodwill, long-lived assets, investments and other acquired intangible assets; and |
| • | other unforeseen operating difficulties and expenditures. |
| • | If consumers are not attracted to our platform or choose deliveries, mobility or financial services providers outside of our platform, we may be unable to attract driver- and merchant-partners to our platform, which in turn means consumers using our platform may have fewer choices and may not be able to obtain better value options thereby making our platform less attractive to consumers. Consumers choose our platform based on many factors, including the convenience of our superapp, trust in the services offered through our platform as well as our technology platform and the choices and quality of our products and offerings. A deterioration in any of these factors could result in a decline in the number of consumers using the offerings on our platform, or the frequency with which they use such offerings. |
| • | If driver-partners are not attracted to our platform or choose not to offer their services through our platform, or elect to offer them through a competitor’s platform, we may lack a sufficient supply of driver-partners to attract and retain consumers and merchant-partners to our platform. Driver-partners choose us based on many factors, including the opportunity to earn money, the flexibility and autonomy to choose where, when and how often to work, the tools and opportunities we provide to seek to maximize productivity and other benefits that we provide to them. Lockdowns relating to COVID-19 have also negatively impacted driver-partner supply in certain jurisdictions. It is also important that we maintain a balance between demand and supply for mobility services in any given area at any given time. We have experienced and expect to continue to experience driver-partner supply constraints or oversupply from time to time in certain areas (including certain areas or locations within cities). To the extent that we experience driver-partner supply constraints in a given market, we may need to increase, or may not be able to reduce, the driver-partner incentives that we offer. |
| • | If merchant-partners, such as restaurants, convenience and grocery stores, multinational franchises and lifestyle service providers, are not attracted to our platform or choose to partner with our competitors, we may lack a sufficient variety and supply of options, or lack access to the most popular merchant-partners, such that the offerings on our platform will become less appealing to consumers and the driver-partners will have fewer opportunities to provide services. The merchant-partners choose us based on many factors, including access to the consumer base and delivery and payment network available through our platform, the tools and opportunities we provide to enhance their profitability and the opportunity to leverage our data insights. We seek to leverage off the strong consumer base using our platform in our deliveries and mobility segments to grow our financial services and other businesses. |
| • | intense competition for suitable targets and partners, which could increase prices and adversely affect our ability to consummate deals on favorable or acceptable terms; |
| • | complex technologies, terms and arrangements, which may be difficult to implement and manage; |
| • | failures or delays in closing transactions; |
| • | difficulties integrating brand identity, technologies, operations, existing contracts, and personnel; |
| • | failure to realize the anticipated return on investment, benefits or synergies; |
| • | exclusivity provisions which prevent us from providing a particular service outside of the strategic alliance or partnership in a particular jurisdiction which could serve to limit access to business opportunities; |
| • | failure to identify the problems, liabilities, or other shortcomings or challenges of an acquired company, partner or technology, including but not limited to issues related to intellectual property, cybersecurity risks, regulatory compliance practices, litigation, security interests over assets, contractual issues, revenue recognition or other accounting practices, or employee or user issues; |
| • | expanding into business activities where we have limited experience, such as offline businesses, or no experience at all; |
| • | failure to retain key employees, to ensure that we can preserve value in the existing platform and avoid loss of institutional knowledge; |
| • | risks that regulatory bodies do not approve our acquisitions or business combinations or delay such approvals or other adverse reactions from regulators; |
| • | regulatory changes that require adjustments to our business or shareholding or rights in relation to subsidiaries or joint ventures; and |
| • | adverse reactions to acquisitions by investors and other stakeholders. Each acquisition will require management bandwidth to integrate, commensurate to the size and scale of the acquisition, which may distract our management from executing our existing roadmap. If we fail to address the risks or other problems encountered in connection with past or future transactions such as the foregoing, or if we fail to successfully integrate or manage such transactions, our business, financial condition, results of operations and prospects could be materially and adversely affected. |
| • | staying true to our values and withstanding competitive pressures to move in a direction that may divert us from doing so; |
| • | maintaining appropriate alignment between our values and the fiduciary duties that our directors have under Cayman Islands law to act in the best interests of the company; |
| • | failure to identify, attract, reward, and retain people in leadership positions in our organization who share our values; |
| • | negative perception of our treatment of employees, consumers or driver- and merchant-partners; and |
| • | maintaining our culture while integrating new personnel and businesses as we grow. |
| • | inconsistent and evolving regulations, licensing and legal requirements may increase our operational risks and cost of operations among the countries in Southeast Asia in which we operate; |
| • | currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; |
| • | the effects of inflation within Southeast Asia generally and/or within any specific country in which we operate may increase our cost of operations; |
| • | governments or regulators may impose new or more burdensome regulations, taxes or tariffs; |
| • | political changes may lead to changes in the business, legal and regulatory environments in which we operate; |
| • | economic downturns, political instability, civil disturbances, war, military conflict, religious or ethnic strife, terrorism and general security concerns may negatively affect our operations; |
| • | enactment or any increase in the enforcement of regulations, including, but not limited to, those related to personal data protection and localization and cybersecurity, may incur compliance costs; |
| • | health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our offerings; and |
| • | natural disasters like volcanic eruptions, floods, typhoons and earthquakes may impact our operations severely. |
| • | changes in the industries and countries in which we operate; |
| • | developments involving our competitors; |
| • | changes in laws and regulations affecting our businesses; |
| • | variations in our operating performance and the performance of our competitors in general; |
| • | actual or anticipated fluctuations in our quarterly or annual operating results; |
| • | publication of research reports by securities analysts about us or our competitors or our industry; |
| • | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| • | actions by shareholders, including the sale by the PIPE Investors of any of their Class A Ordinary Shares; |
| • | short seller reports that make allegations against us or our affiliates, even if unfounded; |
| • | departures of key personnel; |
| • | commencement of, or involvement in, litigation; |
| • | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
| • | the volume of our Class A Ordinary Shares available for public sale; and |
| • | general economic and political conditions, such as the effects of the COVID-19 pandemic, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism. |
| • | Upon the earlier of (x) five days after our first earnings release after the consummation of the Business Combination if the closing price per share of Class A Ordinary Shares exceeds $12.50 for any five trading days within the 10 consecutive trading day period preceding such earnings release, or (y) after our first earnings release after the consummation of the Business Combination if the closing price per share of our Class A Ordinary Shares exceeds $12.50 for any five trading days within any 10 consecutive trading day period, five days after such fifth trading day, up to 1,299,096,360 Class A Ordinary Shares held by certain of our shareholders; |
| • | 180 days after the consummation of the Business Combination, up to 2,598,192,720 Class A Ordinary Shares held by certain of our shareholders to the extent that such shares have not previously become eligible pursuant to the above, provided that, pursuant to a new lock-up agreement dated March 14, 2022, suchlock-up restriction on the Class A Ordinary Shares held by our key executives, namely, Anthony Tan, Hooi Ling Tan, Ming Maa, Peter Oey, Chin Yin Ong and Alex Hungate, has been extended to May 30, 2023; |
| • | One year after the consummation of the Business Combination, up to 2,867,235 Class A Ordinary Shares received by certain of our executives upon settlement of certain RSU awards granted with respect to the Business Combination; |
| • | Three years after the consummation of the Business Combination, up to 32,451,891 Ordinary Shares received by the Key Executives upon settlement of certain restricted stock awards granted with respect to the Business Combination; and |
| • | Three years after the consummation of the Business Combination, up to 12,275,000 Class A Ordinary Shares, or other securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, held by Sponsor. |
ITEM 4. | INFORMATION ON THE COMPANY |
| • | Commenced operations in Singapore, the Philippines, Thailand, Indonesia, Vietnam, Cambodia and Myanmar |
| • | Completed the acquisition of Uber’s business in Southeast Asia through an all-share deal following which Uber became a major strategic shareholder in Grab |
| • | Launched GrabForGood, Grab’s social impact program |
| • | Announced GrabForGood Fund |
| • | Completed the Business Combination |
| • | Listed on NASDAQ |
| • | Completed acquisition of the majority economic interest in Jaya Grocer |
| • | Launched GrabTaxi (previously called MyTeksi), a taxi booking and dispatch service |
| • | Launched GrabCar, expanding from taxi to economy and premium ride-hailing booking services |
| • | Launched GrabBike |
| • | Launched GrabHitch |
| • | Launched GrabShare, a commercial carpooling booking service |
| • | Launched GrabExpress |
| • | Acquired Kudo, an Indonesian agent network company, later rebranded to GrabKios |
| • | Launched GrabFood |
| • | Launched GrabKitchen |
| • | Launched GrabMart |
| • | Launched GrabMerchant |
| • | Launched GrabSupermarket and GrabMart Daily |
| • | Launched GrabPay |
| • | Launched GrabRewards |
| • | Invested in OVO, a digital payments platform in Indonesia |
| • | Launched GrabFinance, lending and receivables factoring for driver- and merchant-partners, MSMEs and consumers |
| • | Launched GrabInsure, a joint venture with a subsidiary of ZhongAn Online P&C Insurance Co., Ltd. for sales, marketing and distribution of insurance for consumers and driver-partners, including health, ride and delivery and travel insurance |
| • | GrabPay Malaysia entered into a joint venture with Maybank, pursuant to which Maybank acquired a 30% interest in GPay Network (M) Sdn Bhd |
| • | Entered into strategic alliance with MUFG to create affordable financial services |
| • | Acquired Bento Invest Holding Company Pte. Ltd., now known as GrabInvest (S) Pte. Ltd., a robo-advisory start-up offering retail wealth management solutions |
| • | Launched AutoInvest, a micro-investment solution |
| • | Launched PayLater on selected e-commerce sites |
| • | Launched payment processing and merchant acquiring services |
| • | Selected for a digital full bank license in Singapore by the Monetary Authority of Singapore, in partnership with Singtel |
| • | Raised Series A financing for GFG |
| • | Signed the joint venture agreement for Digital Banking JV with Singtel |
| • | Digital Banking JV granted in-principle approval by the MAS for a digital full bank license |
| • | Increased equity interest in OVO |
| • | Acquired a minority equity interest in Bank Fama International |
| • | Launched GrabAds, our advertising business |
| • | Launched GrabDefence, a fraud detection and prevention solution |
| • | Launched GrabHealth – powered by Good Doctor Technology (GDT), a telemedicine offering in partnership with Ping An Good Doctor |
| • | Rapid urbanization driven by macroeconomic and demographic growth. |
| • | Mobile-first population with increasing digital engagement. |
| • | Increasing digitalization of services and consumption. |
| • | Regulatory landscape supportive of technology and digital advancement. |
| • | Large unbanked and underserved population. |
| • | GrabFood on-demand deliveries, scheduled deliveries andpick-up orders) through Grab’s merchant-partner application, and it also enables driver-partners to accept bookings for prepared meal delivery services through Grab’s driver-partner application. |
| • | GrabKitchen |
| • | GrabMart on-demand deliveries, scheduled deliveries andpick-up orders) through Grab’s merchant-partner application, and it also enables driver-partners to accept bookings for goods delivery services through Grab’s driver-partner application. Through GrabMart, consumers can order everyday items ranging from groceries and household goods, to gifts and electronics for delivery to their doorstepon-demand. In some countries such as Singapore, Malaysia and Indonesia, we also operateGrabSupermarket GrabMart Daily |
| • | GrabExpress same-day deliveries using different vehicle types to cater for different package sizes. Consumers can also arrangenon-instant, non-same day services through GrabExpress via our partners. |
| • | GrabExpress web booking portal e-commerce businesses to leverage our open application programming interfaces (“APIs”) to make bulk delivery bookings and offer last mile delivery services to their customers as part of their checkout experience. |
| • | Grab for Business platform |
| • | In Indonesia, our GrabKios e-commerce purchasing services. |
| • | GrabCar |
| • | GrabTaxi |
| • | JustGrab non-metered pricing. By enabling bookings of either vehicle type, we are able to pool the supply of both taxis and private cars and enable faster booking of rides and a more efficient mobility platform. |
| • | JustGrab Green |
| • | GrabBike pre-booking through our app. |
| • | Three-wheel vehicles |
| • | Our shared mobility COVID-19 restrictions, some shared mobility options are currently suspended and may resume in the future. |
| • | Similar to our enterprise deliveries offerings, through the Grab for Business platform |
| • | Specific to our driver-partners, we offer GrabRentals |
| • | GrabPay |
| • | In 2019, we launched the GrabPay card |
| • | GrabRewards |
| • | GrabFinance |
| • | PayLater |
| • | GrabInsure |
| • | GrabInvest |
| • | GrabLink in-house payment service gateway, aimed at reducing dependency on third-party providers, helps us reduce our cost of funds across Grab transactions. Today, almost all card transactions on our platform in Malaysia, Singapore and Thailand are processed using GrabLink. |
| • | Our joint venture with Singtel, Singapore’s leading telecommunications player, has been granted a digital full bank license in Singapore. Such license, subject to approval being obtained to commence business activities, will permit us to provide a wide range of financial services, including lending services and taking deposits from retail consumers and businesses. The joint venture has not yet obtained approval to commence business activities and has not commenced any business activities as of the date of this annual report. |
| • | GrabAds in-car product placements and mobile billboards to generate mass awareness. |
| • | The dollar value of goods ordered: $24.00; |
| • | Delivery fee: $3.40; and |
| • | Platform and other fees: $0.20. |
| • | The dollar value of the ride: $13.00; |
| • | Tolls and other fees: $0.80; and |
| • | Platform fee: $0.20. |
| (1) | Includes only mobility and deliveries (excluding non-consumer services such as GrabRentals and GrabKios) |
| (1) | Figures may not add up to 100% due to rounding |
| • | Reliability and resilience |
| • | Security |
| • | Trust & safety |
| • | Marketplace optimization on-demand rides from driver-partners and receive scheduled deliveries from our merchant-partners. In order to achieve this, our pricing, allocation and batching engines are designed to draw from a combination of artificial intelligence and machine learning to observe historical trends, match them with real-time environmental data and usage patterns and make intelligent decisions. For example, every order request factors in a large number of different attributes including the driver-partner profile, consumer ride history, location, time of day and more to help us make the best match possible. In addition, we forecast areas that we expect will see a spike in demand and make the data available to driver- and merchant-partners to improve the overall efficiency of our marketplace. |
| • | Artificial intelligence |
| • | Our platform has served over eight billion driver-partner trips and aggregated over 49 billion kilometers of GPS trace data. More importantly, many streets in the cities we operate in are actually alleys or shortcuts that are not mapped by mapping service providers. However, our two-wheel driver-partners are able to utilize these alleys and shortcuts in many situations. We integrate data from trips through these alleys and shortcuts into our maps, using the real-time mapping data we collect from our driver-partners. With our data and the investments we have made into AI and other technologies, we have developed proprietary mapping, routing, journey time prediction and point of interest (“POI”) capabilities. This has not only helped reduce our reliance on external mapping service providers, but has also enabled us to improve user experience with more accurate travel time prediction and better routing. |
| • | We have developed a proprietary technology stack to power GrabAds, our in-house advertising platform. This stack includes advertisement serving, personalization and reporting capabilities that leverage Grab’s unique assets, such asgeo-location, loyalty rewards and GrabPay. The combination of these tools is aimed at enabling us to deliver a competitive return on advertising spend for our advertising clients and merchant-partners while ensuring we continue to provide relevant, engaging content for consumers using our superapp. |
| • | GrabLink, our in-house PCI-compliant secure payment gateway, provides the ability for us to process card payments without third-party payment service providers. Today, GrabLink is directly connected to seven acquirers in five countries and processes more than a million payment transactions daily, saving us millions of dollars in payment processing costs every year. |
| • | Consumers one-stop access to everyday needs, differentiating us from many of our competitors. |
| • | Driver-Partners |
| • | Merchant-Partners |
| • | Refine our on-demand delivery algorithm and mapping capabilities to further optimize routing and reduce delivery times. |
| • | Focus investment on AI to better predict our users’ needs so as to enable more relevant, personalized and engaging experiences. |
| • | Leverage automation to increase the efficiency of operational processes such as the processing of support enquiries. |
| • | Increase engagement as well as addressable advertising opportunities by increasing the breadth and deepening the personalization of our diversified offerings. |
| • | Optimize our driver-partner network and maximize efficiencies as we enable more driver-partners to service multiple verticals to satisfy demand. |
| • | Offer more tools to assist our merchant-partners to innovate and increase their revenue and productivity. |
| • | Cross-sell financial services such as loan and insurance products to our driver- and merchant-partners. |
| • | Package and groceries delivery: These businesses are still relatively nascent and have much room for growth in tandem with the growth in e-commerce and the pandemic-induced shift to online grocery shopping. We plan to continue to explore and innovate new delivery models to offer the most affordable and convenient services to our consumers. |
| • | Financial services: The opportunity for financial services in Southeast Asia is significant, with roughly six in every ten adults in the region either unbanked or underbanked according to Euromonitor, and the vast majority of commerce (by transaction volume) conducted in cash. We intend to continue leveraging our user base and scale in digital e-wallets and the wealth of transactionale-commerce data from within our ecosystem to innovate and offer new financial services products to consumers and small andmedium-sized businesses. The digital banking license we obtained in Singapore with our consortium partner, Singtel, will allow us to further empower more people to gain control of their finances and achieve better economic outcomes. |
| • | Enterprise services: We see significant potential in targeted advertising for merchant-partners so they may better realize opportunities from our extensive ecosystem and its unique features to increase their sales. |
Region | Minimum Tariff | Maximum Tariff | ||
Sumatra, Java, Bali | IDR3,500/km | IDR6,000/km | ||
Kalimantan, Nusa Tenggara, Sulawesi, Maluku, Papua | IDR3,700/km | IDR6,500/km |
Type of Liabilities | Description | |
| Civil Liability (section 77-78) | Actual Damage and Punitive Damages | |
| Criminal Liability (section 79-81) | Maximum criminal penalties regarding non-compliance relating to personal data processing or disclosure (i.e., processing or disclosing personal data without the legal basis or consent) is a fine not exceeding THB 1,000,000 and/or imprisonment for a term not exceeding one year. | |
| Where the offender who commits the offense under the Thailand PDPA is a juristic person and the offense is conducted as a result of the instructions given by or the act of any director, manager or person, who is be responsible for such act of the juristic person, or in the case where such person has a duty to instruct or perform any act, but omits to instruct or perform such act until the juristic person commits such offense, such person shall also be punished with the punishment as prescribed for such offense. | ||
| Administrative Liability (section 82-90) | Maximum administrative penalties for non-compliance under the Thailand PDPA is a fine not exceeding THB 5,000,000Examples of non-compliance under the Thailand PDPA are set both below: | |
- Collect, use, or disclose sensitive personal data without legal basis or consent (section 26 and 27) | ||
- Collect, use or disclose personal data without legal basis or consent (section 24 and 27) | ||
- Fail to inform the purposes of data processing and/or use or process personal data for any other new purposes (section 21 and 25) | ||
- Transfer personal data to other countries without legal basis or consent, and/or without sufficient security safeguard (section 28) | ||
| Personal Data Protection Act 2010 | ||||
| S.6 | General Principle | A data user who breaches these Principles commits an offense and shall, on conviction, be liable to a fine not exceeding MYR300,000 or to imprisonment for a term not exceeding two (2) years or to both. | ||
S.7 | Notice and Choice Principle | |||
S.8 | Disclosure Principle | |||
S.9 | Security Principle | |||
S.10 | Retention Principle | |||
S.11 | Data Integrity Principle | |||
S.12 | Access Principle | |||
| S.16 | Failure to obtain Certificate of Registration | A person who belongs to the class of data users as specified in the order made under subsection 14(1) and who processes personal data without a certificate of registration issued in pursuance of paragraph 16(1)(a) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment for a term not exceeding three (3) years or to both. | ||
| S.18 | Processing of Personal Data after revocation of registration | A data user whose registration has been revoked under this section and who continues to process personal data thereafter commits an offense and shall, on conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment for a term not exceeding three (3) years or to both | ||
| S.19 | Where the certificate of registration is revoked and certification is not surrendered to the Commission | A person who fails to surrender the revoked certification commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. | ||
| S.29 | Non-compliance with code of practice | A data user who fails to comply with any provision of the code of practice that is applicable to the data user commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both | ||
| S.37 | Notification of refusal to comply with data correction request (1) Where a data user who pursuant to section 36 refuses to comply with a data correction request under section 34, the data user shall, not later than 21 days from the date of receipt of the data correction request, by notice in writing, inform the requestor— (a) of the refusal and the reasons for the refusal; and | A data user who contravenes subsection (2) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both | ||
(b) where paragraph 36(1)(e) is applicable, of the name and address of the other data user concerned. | ||||
(2) Without prejudice to the generality of subsection (1), where personal data to which the data correction request relates is an expression of opinion and the data user is not satisfied that the expression of opinion is inaccurate, incomplete, misleading or not up-to-date, (a) make a note, whether annexed to the personal data or elsewhere— | ||||
(i) of the matters in respect of which the expression of opinion is considered by the requestor to be inaccurate, incomplete, misleading or not up-to-date; | ||||
(ii) in such a way that the personal data cannot be used by any person without the note being drawn to the attention of and being available for inspection by that person; and | ||||
(b) attach a copy of the note to the notice referred to in subsection (1) which relates to the data correction request. | ||||
(3) In this section, “expression of opinion” includes an assertion of fact which is unverifiable or in all circumstances of the case is not practicable to verify | ||||
| S.38 | Withdrawal of consent to process personal data (1) A data subject may by notice in writing withdraw his consent to the processing of personal data in respect of which he is the data subject. | A data user who contravenes subsection (2) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR100,000 or to imprisonment for a term not exceeding one (1) year or to both. | ||
(2) The data user shall, upon receiving the notice under subsection (1), cease the processing of the personal data. | ||||
| S.40 | Processing of sensitive personal data not in accordance with the Personal Data Protection Act 2010 | A person who contravenes subsection (1) commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. | ||
| S.42 | Failure to comply with Commissioner’s direction to comply with data subject notice to prevent processing likely to cause damage or distress | A person who contravenes the relevant subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR 200,000 or to imprisonment for a term not exceeding two (2) years or to both | ||
| S.108 | Failure to comply with an enforcement notice by the Commissioner | A person who fails to comply with an enforcement notice commits an offense and shall, on conviction, be liable to a fine not exceeding MYR200,000 or to imprisonment for a term not exceeding two (2) years or to both. | ||
| S.113 | Search and seizure with warrant | A person who, without lawful authority, breaks, tampers with or damages the seal by an authorized officer or removes any computer, book, account, computerized data or other document, signboard, card, letter, pamphlet, leaflet, notice, equipment, instrument or article under seal or attempts to do so commits an offense and shall, on conviction, be liable to a fine not exceeding MYR 50,000 or to imprisonment for a term not exceeding six (6) months or to both. | ||
| S.120 | Obstruction to search | Any person who— (a) refuses any authorized officer access to any premise which the authorized officer is entitled to have under this Act or in the execution of any duty imposed or power conferred by this Act; | ||
(b) assaults, obstructs, hinders or delays any authorized officer in effecting any entry which the authorized officer is entitled to effect under this Act, or in the execution of any duty imposed or power conferred by this Act; or | ||||
(c) refuses any authorized officer any information relating to an offense or suspected offense under this Act or any other information which may reasonably be required of him and which he has in his knowledge or power to give, commits an offense and shall, on conviction, be liable to imprisonment for a term not exceeding two (2) years or to a fine not exceeding MYR10,000 or to both | ||||
| S.129 | Transfer of personal data to places outside Malaysia in contravention of the Personal Data Protection Act | A data user who contravenes this subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR 300,000 or to imprisonment for a term not exceeding two (2) years or to both. | ||
| S.130 | Unlawful collecting, etc., of personal data | A person who commits an offense under this section shall, upon conviction, be liable to a fine not exceeding MYR500,000 or to imprisonment for a term not exceeding three (3) years or to both. | ||
| S.141 | Obligation of secrecy Except for any of the purposes of this Act or for the purposes of any civil or criminal proceedings under any written law or where otherwise authorized by the Minister— | A person who contravenes this subsection commits an offense and shall, on conviction, be liable to a fine not exceeding MYR 100,000 or to imprisonment for a term not exceeding one (1) year or to both. | ||
(a) the Commissioner, Deputy Commissioner, Assistant Commissioner, any officer or servant of the Commissioner, any member of the Advisory Committee, any member, officer or servant of the Appeal Tribunal, any authorized officer or any person attending any meeting or deliberation of the Advisory Committee, whether during or after his tenure of office or employment, shall not disclose any information obtained by him in the course of his duties; and (b) no other person who has by any means access to any information or documents relating to the affairs of the Commissioner shall disclose such information or document. | ||||
| PERSONAL DATA PROTECTION REGULATIONS 2013 | ||||
| S.3(1) | Consent of data subject to be obtained in any form that such consent can be recorded and maintained properly by the data user. | Any data user who contravenes sub-regulation 3(1), regulations 6, 7 and 8 commits an offense and shall, on conviction, be liable to a fine not exceeding MYR250,000 or imprisonment for a term not exceeding two (2) years or to both. | ||
S.6 | Security policy | |||
S.7 | Retention standard | |||
S.8 | Data integrity standard | |||
| 1. | A nominal interest rate ceiling equivalent to 6 percent per month (~0.2 percent per day). |
| 2. | An effective interest rate ceiling equivalent to 15 percent per month (~0.5 percent per day), which shall include the nominal interest rate along with all other applicable fees and charges (i.e., processing fees, service fees, notarial fees, handling fees and verification fees, among others) but excluding fees and penalties for late payment or nonpayment. |
| 3. | A cap on penalties for late payment or non-payment at 5 percent per month on outstanding scheduled amount due. |
| 4. | A total cost cap of 100 percent of total amount borrowed (applying to all interest, other fees and charges, and penalties) regardless of time the loan has been outstanding. |
| • | In Thailand, we exercise control over relevant Thai operating entities as a result of a dual-class share and two-tiered corporate structure. We own ordinary shares in the top level holding company, Thai Holding Entity 2, that gives us control of Thai Holding Entity 2 based on shareholder meeting quorum and voting requirements. Our Thai local partner, Mr. Vee Charununsiri (“Thai local partner”), holds preference shares in Thai Holding Entity 2 that have limited rights to liquidation proceeds upon liquidation of the company. Such arrangements are reflected in the Articles of Association of Thai Holding Entity 2. In addition to the Articles of Association, which provide us with our control over Thai Holding Entity 2, pursuant to a Call Option Agreement between us and our Thai local partner, we also have the right to acquire the Thai local partner’s shares in Thai Holding Entity 2 upon the occurrence of certain events. |
| • | In Indonesia, powers of attorney granted by PT Ekanusa Yadhikarya Indah and PT Ekanusa Yudhakarya Indah (both of which are controlled by our Indonesian local partner, Mr. Leo Mahamit) with respect to PT Solusi Pengiriman Indonesia provide us control over those two Indonesian operating entities. PT Ekanusa Yadhikarya Indah and PT Ekanusa Yudhakarya Indah agree thereunder to hold their shares in trust for our benefit and to exercise their voting rights as instructed by us. With respect to BCP, pursuant to a shareholders agreement entered into with PT Cakra Finansindo Investama (which is controlled by our Indonesian local partner, Mr. Arsjad Rasjid) and PT Abhimata Anugrah Abadi (which is controlled by our local partner, Mr. Alvin Sariaatmadja), we have certain contractual rights, which include rights to (a) control the appointment of the Chief Executive Officer and the Chief Financial Officer (including the right to nominate any such officers as directors or as president director), (b) approve the budget and business plan of BCP and its subsidiaries; and (c) approve future funding of BCP and its subsidiaries, whether through debt, equity or otherwise. In each case, in addition to the aforementioned contractual rights, we also have a call option that provides us the right to require the aforementioned local partners to transfer their shares in the aforementioned entities to another party and the local partners’ shares in such entities are also pledged, which means the local partners can transfer their shares only upon receiving our consent. |
| • | In Vietnam, we exercise control over relevant Vietnam operating entities based on voting thresholds set forth in Grab Company Limited, the Vietnam holding company’s charter, pursuant to which resolutions are passed by way of written resolutions agreed by members holding at least 75% of the company’s share capital or votes at a physical meeting where members holding at least 75% of the company’s share capital vote in favor of the resolution. Since we hold 49% of the share capital of the Vietnam holding company, our affirmative vote is required for passage of any resolution of the Vietnam holding company. In addition, pursuant to a Members’ Agreement entered into by us with our Vietnamese local partner, Ms. Ly Thuy Bich Huyen (“Vietnamese local partner”), to the extent permitted by local law, certain reserved matters, including important matters that relate to businesses and operations of Grab Vietnam are subject to our consent. In addition to the aforementioned charter and Members’ Agreement which provide us with control over our Vietnam operating entities, we also have a call option that provides us with the right to acquire the Vietnamese local partner’s shares in the Vietnam holding company, and this right is secured by a security arrangement over the Vietnamese local partner’s shares. The Vietnamese local partner’s shares in the Vietnam holding company are also pledged, which prevents the Vietnamese local partner from disposing of its shares without our consent. |
| • | In the Philippines, we exercise control over relevant Philippine operating entities pursuant to an Investment Agreement between us and our Philippine local partner, Mr. Jesse Stefan H. Maxwell, relating to Grab PH Holdings Inc. that gives us (A) the right to (i) appoint directors in proportion to our shareholding interest, (ii) exercise veto rights with respect to certain reserved matters that fundamentally affect the business of the company and (iii) receive the economic benefits and absorb losses of the Philippine entities in proportion to the amount and value of our investment, and (B) an exclusive call option to purchase all or part of the equity interests in certain circumstances. In addition, the above-mentioned control-related rights under the Investment Agreement have been included in the agreed form of Amended Articles of Incorporation and By-Laws of Grab PH Holdings Inc., which are currently pending approval from the Philippines Securities and Exchange Commission. If the Amended Articles of Incorporation andBy-Laws are approved by the Philippines Securities and Exchange Commission, the relevant terms of the Investment Agreement will be memorialized in the Amended Articles of Incorporation andBy-Laws and become public records that are binding not only on Grab PH Holdings Inc. and the shareholders but also on third-parties in relation to the matters covered thereby. A breach of the Investment Agreement (including in respect of the above-mentioned control rights) would give rise to the right to bring a claim for breach of contract thereunder. Additionally, any action that contravenes the Amended Articles of Incorporation andBy-Laws would be invalid and unenforceable and thereby be incrementally beneficial to the party seeking to enforce its terms. There can be no assurance that such approval will be obtained in a timely manner or at all, and pending such approval we will continue to rely solely on our contractual rights in the Investment Agreement. While we believe the approval of the Philippines Securities and Exchange Commission to the Amended Articles of Incorporation will strengthen our ability to control Grab PH Holdings Inc. going forward, we do not believe the failure to obtain such approval will materially adversely affect our ability to continue to control Grab PH Holdings Inc and consolidate Grab PH Holdings Inc. under IFRS as currently in effect, given that the Investment Agreement provides sufficient control rights to us, and that the Investment Agreement also provides that in the event of a conflict between the organizational documents of Grab PH Holdings Inc. (such as the Amended Articles of Incorporation andBy-Laws) and the Investment Agreement, the Investment Agreement will prevail and the shareholders of Grab PH Holdings Inc. agree to do all such acts and things and sign and execute all such documents and instruments as may be necessary, desirable or expedient to make the necessary changes in the organizational documents of Grab PH Holdings Inc. (such as the Amended Articles of Incorporation andBy-Laws) to remove such inconsistency or otherwise give effect to the Investment Agreement. |
| • | In Malaysia, we own 50% of the voting shares in Jaya Grocer outright. The balance of the voting shares are owned by our Malaysian local partner, Green Aurora Sdn Bhd (“Malaysian local partner”), an entity owned by our co-founder, Hooi Ling Tan. Pursuant to a management agreement entered into by us through our wholly owned subsidiary, Jaya Grocer and the Malaysian local partner, to the extent permitted by local law, we generally have the ability to right to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. We also have a call option that provides us with the right, to the extent permitted by local law, to acquire the Jaya Grocer shares held by the Malaysian local partner and also a power of attorney that provides us with the right to direct the transfer of the shares of the Malaysian local partner (and therefore, indirectly, its shares in Jaya Grocer), to the extent permitted by local law, in the event of a default under the subscription agreement of the preference shares with the Malaysian local partner. |
| Our direct and/or indirect equity ownership. | ||
- - - | Our contractual rights. See footnotes below for information on our contractual rights. |
| (1) | Indonesia: point-to-point The non-controlling interests of minority shareholders in BCP are accounted for in our consolidated financial statements. |
| (2) | Vietnam: |
| (3) | Thailand: The non-controlling interests of relevant Thai shareholders are accounted for in our consolidated financial statements. |
| (4) | Philippines: The non-controlling interest of the Philippine shareholder is accounted for in our consolidated financial statements. |
| (5) | Malaysia: co-founder, Hooi Ling Tan. Pursuant to a management agreement entered into by us through our wholly owned subsidiary, Jaya Grocer and the Malaysian local partner, to the extent permitted by local law, we generally have the ability to right to decide, among others, on business and financial strategies, including funding, and other strategy matters in relation to the business of Jaya Grocer, in the best interest of Jaya Grocer and in consultation with the Malaysian local partner. Through contractual rights with the Malaysian local partner together with certain other rights, we are able to consolidate the financial results of Jaya Grocer in our consolidated financial statements in accordance with IFRS. |
ITEM 4A. | UNRESOLVED STAFF COMMENTS |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
| • | Deliveries |
| • | Mobility |
| • | Financial Services non-payments related financial services, namely lending, insurance, wealth management, and other financial services. For lending and receivables factoring, we generate revenue primarily based on the interest income we receive from the loans we extend and from the factoring fee or discount when we purchase the receivables. For other financial services, we generate revenue through commissions received from the provision of the service. |
| • | Enterprise and New Initiatives |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||||||
2021 | 2020 | 2019 | ||||||||||
Revenue | 675 | 469 | (845 | ) | ||||||||
Cost of revenue | (1,070 | ) | (963 | ) | (1,320 | ) | ||||||
Other income | 12 | 33 | 14 | |||||||||
Sales and marketing expenses | (241 | ) | (151 | ) | (238 | ) | ||||||
General and administrative expense | (545 | ) | (326 | ) | (304 | ) | ||||||
Research and development expenses | (356 | ) | (257 | ) | (231 | ) | ||||||
Net impairment losses on financial assets | (19 | ) | (63 | ) | (56 | ) | ||||||
Other expenses | (11 | ) | (40 | ) | (30 | ) | ||||||
Operating loss | (1,555 | ) | (1,298 | ) | (3,010 | ) | ||||||
Net finance costs | (1,989 | ) | (1,437 | ) | (971 | ) | ||||||
Share of loss of equity-accounted investees (net of tax) | (8 | ) | (8 | ) | * | |||||||
Loss before income tax | (3,552 | ) | (2,743 | ) | (3,981 | ) | ||||||
Income tax (expense)/credit | (3 | ) | (2 | ) | (7 | ) | ||||||
Loss for the period | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||
| * | Amounts less than $1 million |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||
2021 | 2020 | |||||||
Revenue | 675 | 469 | ||||||
Deliveries | 148 | 5 | ||||||
Mobility | 456 | 438 | ||||||
Financial Services | 27 | (10 | ) | |||||
Enterprise and New Initiatives | 44 | 36 | ||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||
2021 | 2020 | |||||||
Revenue | 675 | 469 | ||||||
Singapore | 283 | 246 | ||||||
Malaysia | 108 | 91 | ||||||
Philippines | 81 | 51 | ||||||
Thailand | 76 | 57 | ||||||
Rest of Southeast Asia | 127 | 24 | ||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Cost of revenue | 1,070 | 963 | 11 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Other income | 12 | 33 | (64 | )% | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Sales and marketing expenses | 241 | 151 | 59 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
General and administrative expenses | 545 | 326 | 67 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Research and development expenses | 356 | 257 | 39 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Net impairment losses on financial assets | 19 | 63 | (71 | )% | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Other expenses | 11 | 40 | (73 | )% | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 | ||||||||||
2021 | 2020 | % Change | ||||||||||
Net finance costs | 1,989 | 1,437 | 38 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31 | |||||||
2020 | 2019 | |||||||
Revenue | 469 | (845 | ) | |||||
Deliveries | 5 | (638 | ) | |||||
Mobility | 438 | 9 | ||||||
Financial Services | (10 | ) | (229 | ) | ||||
Enterprise and New Initiatives | 36 | 13 | ||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||
2020 | 2019 | |||||||
Revenue | 469 | (845 | ) | |||||
Singapore | 246 | (30 | ) | |||||
Malaysia | 91 | 92 | ||||||
Philippines | 51 | 39 | ||||||
Thailand | 57 | (19 | ) | |||||
Rest of Southeast Asia | 24 | (927 | ) | |||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Cost of revenue | 963 | 1,320 | (27 | )% | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Other income | 33 | 14 | 136 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Sales and marketing expenses | 151 | 238 | (37 | )% | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
General and administrative expenses | 326 | 304 | 7 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Research and development expenses | 257 | 231 | 11 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Net impairment losses on financial assets | 63 | 56 | 13 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Other expenses | 40 | 30 | 33 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2019-2020 % Change | ||||||||||
2020 | 2019 | |||||||||||
Net finance costs | 1,437 | 971 | 48 | % | ||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall Total Segment Adjusted EBITDA | (125 | ) | (226 | ) | (1,554 | ) | 45 | % | 85 | % | ||||||||||
Deliveries | (130 | ) | (211 | ) | (809 | ) | 38 | % | 74 | % | ||||||||||
Mobility | 345 | 307 | (194 | ) | 13 | % | NM | |||||||||||||
Financial Services | (349 | ) | (331 | ) | (548 | ) | (5 | )% | 40 | % | ||||||||||
Enterprise & New Initiatives | 9 | 9 | (3 | ) | NM | NM | ||||||||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||||||
2021 | 2020 | 2019 | ||||||||||
Loss for the period | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||
Net interest expenses | 1,675 | 1,391 | 977 | |||||||||
Other income | (12 | ) | (10 | ) | (13 | ) | ||||||
Income tax expenses | 3 | 2 | 7 | |||||||||
Depreciation and amortization | 345 | 387 | 647 | |||||||||
Share-based compensation expenses | 357 | 54 | 34 | |||||||||
Unrealized foreign exchange loss | 1 | * | 4 | |||||||||
Impairment losses on goodwill and non-financial assets | 15 | 43 | 60 | |||||||||
Fair value changes on investments | (37 | ) | 57 | 3 | ||||||||
Restructuring costs | 1 | 2 | 1 | |||||||||
Legal, tax and regulatory settlement provisions | 12 | 39 | 31 | |||||||||
Share listing and associated expenses | 353 | — | — | |||||||||
Adjusted EBITDA | (842 | ) | (780 | ) | (2,237 | ) | ||||||
Regional corporate costs | 717 | 554 | 683 | |||||||||
Total Segment Adjusted EBITDA | (125 | ) | (226 | ) | (1,554 | ) | ||||||
Segment Adjusted EBITDA | ||||||||||||
Deliveries | (130 | ) | (211 | ) | (809 | ) | ||||||
Mobility | 345 | 307 | (194 | ) | ||||||||
Financial Services | (349 | ) | (331 | ) | (548 | ) | ||||||
Enterprise and New Initiatives | 9 | 9 | (3 | ) | ||||||||
Total Segment Adjusted EBITDA | (125 | ) | (226 | ) | (1,554 | ) | ||||||
| * | Amount less than $1 million |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 148 | 5 | (638 | ) | NM | NM | ||||||||||||||
Segment Adjusted EBITDA (1) | (130 | ) | (211 | ) | (809 | ) | 38 | % | 74 | % | ||||||||||
% of GMV | (2 | )% | (4 | )% | (27 | )% | ||||||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 456 | 438 | 9 | 4 | % | NM | ||||||||||||||
Segment Adjusted EBITDA (1) | 345 | 307 | (194 | ) | 13 | % | NM | |||||||||||||
% of GMV | 12 | % | 9 | % | (3 | )% | ||||||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| ($ in millions) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 27 | (10 | ) | (229 | ) | NM | 95 | % | ||||||||||||
Segment Adjusted EBITDA (1) | (349 | ) | (331 | ) | (548 | ) | (5 | )% | 40 | % | ||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 44 | 36 | 13 | 22 | % | 178 | % | |||||||||||||
Segment Adjusted EBITDA (1) | 9 | 9 | (3 | ) | NM | NM | ||||||||||||||
% of GMV | 6 | % | 21 | % | (34 | )% | ||||||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
GMV | 16,061 | 12,492 | 12,251 | 29 | % | 2 | % | |||||||||||||
MTUs (monthly average in millions) | 24.1 | 24.5 | 29.2 | (2 | )% | (16 | )% | |||||||||||||
Partner incentives | 717 | 621 | 1,234 | 15 | % | (50 | )% | |||||||||||||
Consumer incentives | 1,065 | 616 | 1,117 | 73 | % | (45 | )% | |||||||||||||
Partner and consumer incentives | 1,782 | 1,237 | 2,351 | 44 | % | (47 | )% | |||||||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall GMV | 16,061 | 12,492 | 12,251 | 29 | % | 2 | % | |||||||||||||
Deliveries GMV | 8,530 | 5,468 | 2,947 | 56 | % | 86 | % | |||||||||||||
Mobility GMV | 2,787 | 3,232 | 5,715 | (14 | )% | (43 | )% | |||||||||||||
Financial Services GMV | 4,591 | 3,748 | 3,579 | 22 | % | 5 | % | |||||||||||||
Enterprise & New Initiatives GMV | 153 | 44 | 9 | 248 | % | 416 | % | |||||||||||||
| (monthly average in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall MTUs | 24.1 | 24.5 | 29.2 | (2 | )% | (16 | )% | |||||||||||||
Deliveries MTUs | 17.3 | 14.8 | 10.7 | 17 | % | 38 | % | |||||||||||||
Mobility MTUs | 11.4 | 14.6 | 24.7 | (22 | )% | (41 | )% | |||||||||||||
Financial Services MTUs | 12.7 | 10.4 | 10.3 | 22 | % | 1 | % | |||||||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall GMV per MTU | 666 | 509 | 419 | 31 | % | 21 | % | |||||||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall partner incentives | 717 | 621 | 1,234 | 15 | % | (50 | )% | |||||||||||||
% of GMV | 4 | % | 5 | % | 10 | % | ||||||||||||||
Deliveries | 602 | 466 | 477 | 29 | % | (2 | )% | |||||||||||||
Mobility | 114 | 151 | 743 | (25 | )% | (80 | )% | |||||||||||||
Financial Services | * | 3 | 13 | NM | (80 | )% | ||||||||||||||
Enterprise & New Initiatives | * | 2 | 1 | NM | 139 | % | ||||||||||||||
| * | Amounts less than $1 million |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall consumer incentives | 1,065 | 616 | 1,117 | 73 | % | (45 | )% | |||||||||||||
% of GMV | 7 | % | 5 | % | 9 | % | ||||||||||||||
Deliveries | 800 | 437 | 483 | 83 | % | (10 | )% | |||||||||||||
Mobility | 82 | 100 | 394 | (17 | )% | (75 | )% | |||||||||||||
Financial Services | 80 | 80 | 244 | NM | (67 | )% | ||||||||||||||
Enterprise & New Initiatives | 103 | * | (5 | ) | NM | NM | ||||||||||||||
| * | Amounts less than $1 million |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Overall partner and consumer incentives | 1,782 | 1,237 | 2,351 | 44 | % | (47 | )% | |||||||||||||
% of GMV | 11 | % | 10 | % | 19 | % | ||||||||||||||
Deliveries | 1,402 | 903 | 960 | 55 | % | (6 | )% | |||||||||||||
Mobility | 196 | 251 | 1,137 | (22 | )% | (78 | )% | |||||||||||||
Financial Services | 80 | 82 | 258 | (2 | )% | (68 | )% | |||||||||||||
Enterprise & New Initiatives | 103 | 2 | (4 | ) | NM | NM | ||||||||||||||
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 148 | 5 | (638 | ) | NM | NM | ||||||||||||||
Segment Adjusted EBITDA (1) | (130 | ) | (211 | ) | (809 | ) | 38 | % | 74 | % | ||||||||||
GMV (2) | 8,530 | 5,468 | 2,947 | 56 | % | 86 | % | |||||||||||||
MTUs (3) (monthly average in millions) | 17.3 | 14.8 | 10.7 | 17 | % | 38 | % | |||||||||||||
Commission rate (4) | 18 | % | 17 | % | 11 | % | ||||||||||||||
Partner incentives (5) | (602 | ) | (466 | ) | (477 | ) | 29 | % | (2 | )% | ||||||||||
Consumer incentives (6) | (800 | ) | (437 | ) | (483 | ) | 83 | % | (10 | )% | ||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| (2) | GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
| (3) | MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. |
| (4) | Commission rate is an operating metric, representing the total dollar value paid to us in the form of commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
| (5) | Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners. Base incentives amounted to $89 million, $64 million and $53 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
| (6) | Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 456 | 438 | 9 | 4 | % | NM | ||||||||||||||
Segment Adjusted EBITDA (1) | 345 | 307 | (194 | ) | 13 | % | NM | |||||||||||||
GMV (2) | 2,787 | 3,232 | 5,715 | (14 | )% | (43 | )% | |||||||||||||
MTUs (3) (monthly average in millions) | 11.4 | 14.6 | 24.7 | (22 | )% | (41 | )% | |||||||||||||
Commission rate (4) | 23 | % | 21 | % | 20 | % | ||||||||||||||
Partner incentives (5) | (114 | ) | (151 | ) | (743 | ) | (25 | )% | (80 | )% | ||||||||||
Consumer incentives (6) | (82 | ) | (100 | ) | (394 | ) | (17 | )% | (75 | )% | ||||||||||
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| (2) | GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
| (3) | MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. |
| (4) | Commission rate is an operating metric, representing the total dollar value paid to us in the form of commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
| (5) | Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners. Base incentives amounted to $66 million, $114 million and $464 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
| (6) | Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 27 | (10 | ) | (229 | ) | NM | 95 | % | ||||||||||||
Segment Adjusted EBITDA (1) | (349 | ) | (331 | ) | (548 | ) | (5 | )% | 40 | % | ||||||||||
Pre-InterCo TPV (2) | 12,149 | 8,856 | 7,773 | 37 | % | 14 | % | |||||||||||||
GMV (3) | 4,591 | 3,748 | 3,579 | 22 | % | 5 | % | |||||||||||||
MTUs (4) (monthly average in millions) | 12.7 | 10.4 | 10.3 | 22 | % | 1 | % | |||||||||||||
Commission rate (5) | 2 | % | 2 | % | 1 | % | ||||||||||||||
Partner incentives (6) | (* | ) | (3 | ) | (13 | ) | NM | (80 | )% | |||||||||||
Consumer incentives (7) | (80 | ) | (80 | ) | (244 | ) | NM | (67 | )% | |||||||||||
| * | Amount less than $1 million. |
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| (2) | Pre-InterCo TPV for the financial services segment is equivalent to the total payments volume, or TPV, processed through our platform for the financial services segment. TPV is the value of payments received from consumers, net of payment reversals, successfully completed through our platform. |
| (3) | GMV for the financial services segment is equivalent to the total payments volume, or TPV, processed through our platform for the financial services segment, excluding amounts from transactions between entities within the Grab group that are eliminated upon consolidation. |
| (4) | MTUs means monthly transacting users, which is an operating metric defined as the monthly number of unique users who transact via our products, where transact means to have successfully paid for any of our products. MTUs over a quarterly or annual period are calculated based on the average of the MTUs for each month in the relevant period. |
| (5) | Commission rate is an operating metric, representing the total dollar value paid to us in the form of commissions and fees from each transaction, without any adjustments for incentives paid to driver- and merchant-partners or promotions to end-users, as a percentage of GMV, over the period of measurement. |
| (6) | Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners. Base incentives were less than $1 million, less than $1 million and $2 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
| (7) | Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | 2020-2021 % Change | 2019-2020 % Change | |||||||||||||||||
2021 | 2020 | 2019 | ||||||||||||||||||
Revenue | 44 | 36 | 13 | 22 | % | 178 | % | |||||||||||||
Segment Adjusted EBITDA (1) | 9 | 9 | (3 | ) | NM | NM | ||||||||||||||
GMV (2) | 153 | 44 | 9 | 248 | % | 416 | % | |||||||||||||
Partner incentives (3) | (* | ) | (2 | ) | (* | ) | NM | NM | ||||||||||||
Consumer incentives (4) | (103 | ) | (* | ) | 5 | NM | NM | |||||||||||||
| * | Amount less than $1 million |
| (1) | Segment Adjusted EBITDA is a non-IFRS financial measure, representing the Adjusted EBITDA of each of our four business segments, excluding, in each case, regional corporate costs. |
| (2) | GMV means gross merchandise value, an operating metric representing the sum of the total dollar value of transactions from our services, including any applicable taxes, tips, tolls and fees, over the period of measurement. |
| (3) | Partner incentives represent the dollar value of incentives granted to driver- and merchant-partners, the effect of which is to reduce revenue. The incentives granted to driver- and merchant-partners include base incentives and excess incentives, with base incentives being the amount of incentives paid to driver- and merchant-partners up to the amount of commissions and fees earned by us from those driver- and merchant-partners, and excess incentives being the amount of payments made to driver- and merchant-partners that exceed the amount of commissions and fees earned by us from those driver- and merchant-partners. Base incentives were less than $1 million for the years ended December 31, 2021, 2020 and 2019. |
| (4) | Consumer incentives represent the dollar value of discounts and promotions offered to consumers, the effect of which is to reduce revenue. |
| ($ in millions, unless otherwise stated) | Year Ended December 31, | |||||||||||
2021 | 2020 | 2019 | ||||||||||
Net cash flow | 2,871 | 617 | 232 | |||||||||
Net cash used in operating activities | (938 | ) | (643 | ) | (2,112 | ) | ||||||
Net cash provided by (used in) investing activities | (2,757 | ) | (318 | ) | 393 | |||||||
Net cash provided by financing activities | 6,566 | 1,578 | 1,951 | |||||||||
| ($ in millions, unless otherwise stated) | As of December 31, | |||||||||||
2021 | 2020 | 2019 | ||||||||||
Current maturities of long-term liabilities | ||||||||||||
Bank loans and term loans | 1,930 | 91 | 163 | |||||||||
Long-term liabilities—net of current maturities | ||||||||||||
Bank loans and term loans | 122 | 121 | 133 | |||||||||
Total | 2,052 | 212 | 296 | |||||||||
| ($ in millions, unless otherwise stated) | Payments Due by Period | |||||||||||||||
Total | Less than 1 year | 1-5 years | More than 5 years | |||||||||||||
Bank loans and term loans (1) | 2,572 | 205 | 2,367 | — | ||||||||||||
Lease liabilities commitments | 197 | 23 | 58 | 116 | ||||||||||||
Non-cancelable purchase obligations(2) | 544 | 299 | 245 | — | ||||||||||||
Total contractual obligations | 3,313 | 527 | 2,670 | 116 | ||||||||||||
| (1) | Each item includes expected interest payments. |
| (2) | Non-cancelable purchase obligations primarily pertain to the purchase of onboarding, data processing and technology platform infrastructure services. |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name | Age | Position/Title | ||
| Anthony Tan Ping Yeow | 40 | Founder, Chairman and Chief Executive Officer | ||
| Tan Hooi Ling | 38 | Founder and Director | ||
| Maa Ming-Hokng | 45 | President | ||
| Alex Hungate | 55 | Chief Operating Officer | ||
| Peter Oey | 51 | Chief Financial Officer | ||
| Ong Chin Yin | 47 | Chief People Officer | ||
| John Rogers | 53 | Independent Director | ||
| Dara Khosrowshahi | 52 | Independent Director | ||
| Ng Shin Ein | 47 | Independent Director | ||
| Oliver Jay | 38 | Independent Director |
Board Diversity Matrix (as of April 28, 2022) | ||
Country of Principal Executive Offices: | Singapore | |
Foreign Private Issuer | Yes | |
Disclosure Prohibited under Home Country Law | No | |
Total Number of Directors | 6 | |
Female | Male | Non- Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 2 | 4 | 0 | 0 | ||||
Part II: Demographic Background | ||||||||
Underrepresented Individual in Home Country Jurisdiction | 0 | |||||||
LGBTQ+ | 0 | |||||||
Did Not Disclose Demographic Background | 1 | |||||||
| • | Anthony Tan Ping Yeow had (x) outstanding options to purchase a total of 12,130,207 Class B Ordinary Shares, with per-share exercise price of $1.90, grant date of December 31, 2019, and expiration date of December 31, 2029, and (y) outstanding restricted shares with respect to a total of 16,942,754 of Class B Ordinary Shares with a grant date of April 11, 2021; |
| • | Tan Hooi Ling who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had (x) outstanding options to purchase Class B Ordinary Shares, with a per-share exercise price of $1.90, grant dates that range from December 24, 2019 to December 31, 2019, and expiration dates that range from December 24, 2029 to December 31, 2029, and (y) outstanding restricted shares with respect to Class B Ordinary Shares with a grant date of April 11, 2021; |
| • | Maa Ming-Hokng, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had (x) outstanding options to purchase Class B Ordinary Shares, with per-share exercise prices that range from $0.67 to $4.03, grant dates that range from November 24, 2017 to December 28, 2020, and expiration dates that range from November 23, 2027 to December 28, 2030, (y) outstanding RSUs with respect to Class B Ordinary Shares with grant dates that range from April 30, 2018 to May 28, 2019, and (z) outstanding restricted shares with respect to Class B Ordinary Shares with a grant date of April 11, 2021; |
| • | Peter Oey, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from April 30, 2020 to April 11, 2021; |
| • | Ong Chin Yin, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had (x) outstanding options to purchase Class A Ordinary Shares, with per-share exercise prices that range from $0.48 to $2.32, grant dates that range from August 26, 2016 to September 19, 2020, and expiration dates that range from August 25, 2026 to December 13, 2029, and (y) outstanding RSUs with respect to Class A Ordinary Shares with grant dates that range from October 23, 2018 to April 11, 2021; |
| • | Alex Hungate, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of February 15, 2022; |
| • | John Rogers did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares; |
| • | Dara Khosrowshahi did not have any outstanding options, RSUs or restricted shares in respect of Ordinary Shares; |
| • | Ng Shin Ein, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of January 28, 2021; and |
| • | Oliver Jay, who owned less than 1% of the outstanding Ordinary Shares on an as converted basis, had outstanding RSUs with respect to Class A Ordinary Shares with a grant date of March 10, 2021. |
| • | overseeing the relationship with our independent auditors, including: |
| • | appointing, retaining and determining the compensation of our independent auditors; |
| • | approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors; |
| • | discussing with the independent auditors the overall scope and plans for their audits and other financial reviews; |
| • | reviewing at least annually the qualifications, performance and independence of the independent auditors; |
| • | reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by us and all other material written communications between the independent auditors and management; and |
| • | reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting; |
| • | overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources; |
| • | reviewing and recommending all related party transactions to our board of directors for approval, and reviewing and approving all changes to our related party transactions policy; |
| • | reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of our internal controls; |
| • | overseeing risks and exposure associated with financial matters; and |
| • | establishing and overseeing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing and internal control matters. |
| • | reviewing at least annually the goals and objectives of our executive compensation plans, and amending, or recommending that our board of directors amend, these goals and objectives if the committee deems it appropriate; |
| • | reviewing at least annually our executive compensation plans in light of our goals and objectives with respect to such plans, and, if the committee deems it appropriate, adopting, or recommending to our board of directors the adoption of, new, or the amendment of existing, executive compensation plans; |
| • | evaluating at least annually the performance of our executive officers in light of the goals and objectives of our compensation plans, and determining and approving the compensation of such executive officers, provided that Mr. Tan shall not participate in such determination and approval relating to him personally; |
| • | evaluating annually the appropriate level of compensation for our board of directors and committee service by non-employee directors; |
| • | reviewing and approving any severance or termination arrangements to be made with any executive officer, provided that Mr. Tan shall not participate in such determination and approval relating to him personally; |
| • | reviewing perquisites or other personal benefits to executive officers and directors and recommend any changes to our board of directors; and |
| • | administering our equity plans. |
| • | reviewing annually with the board of directors the characteristics such as knowledge, skills, qualifications, experience and diversity of directors other than the Class B Directors; |
| • | overseeing director training and development programs; and |
| • | advising the board of directors periodically with regards to significant developments in the law and practice of corporate governance as well as compliance with applicable laws and regulations, and making recommendations to the board of directors on all matters of corporate governance and on any remedial action to be taken. |
| • | the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form8-K with the SEC; |
| • | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| • | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| • | the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers. |
| • | a majority-independent board of directors; |
| • | a compensation committee consisting of independent directors; |
| • | a nominating committee consisting of independent directors; or |
| • | regularly scheduled executive sessions with only independent directors each year. |
| • | Heart |
| • | Hunger |
| • | Honor |
| • | Humility |
Function | Number of Employees | |||
General and administrative | 1,084 | |||
Sales and marketing | 807 | |||
Operations and support | 4,086 | |||
Research and development | 2,857 | |||
Total | 8,834 | |||
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
| • | each person known by us to be the beneficial owner of more than 5% of Ordinary Shares; |
| • | each of our directors and executive officers; and |
| • | all our directors and executive officers as a group. |
Class A Ordinary Shares | Class B Ordinary Shares | % of Total Ordinary Shares | % of Voting Power (2) | |||||||||||||
Directors and Executive Officers (1) | ||||||||||||||||
Anthony Tan Ping Yeow | — | 136,775,320 | (3) | 3.6 | % (3) | 62.4 | % (3) | |||||||||
Tan Hooi Ling | — | 28,881,841 | (4) | — | (4) | — | (4) | |||||||||
Ming-Hokng Maa | — | 17,673,393 | (5) | — | (5) | — | (5) | |||||||||
Alex Hungate | — | — | — | — | ||||||||||||
Peter Oey | * | — | * | | * | | ||||||||||
Ong Chin Yin | * | — | * | | * | | ||||||||||
John Rogers | — | — | — | — | ||||||||||||
Dara Khosrowshahi | — | — | — | — | ||||||||||||
Ng Shin Ein | * | — | * | | * | | ||||||||||
Oliver Jay | * | — | * | | * | | ||||||||||
All executive officers and directors as a group (nine individuals) | 2,790,370 | 136,775,320 | 3.6 | % | 62.5 | % | ||||||||||
Principal Shareholders | ||||||||||||||||
SVF Investments (UK) Limited (6) | 699,175,218 | — | 18.3 | % | 7.3 | % | ||||||||||
Uber Technologies, Inc. | 535,902,982 | — | 14.0 | % | 5.6 | % | ||||||||||
Didi Chuxing (7) | 280,175,307 | — | 7.3 | % | 2.9 | % | ||||||||||
Toyota Motor Corp | 222,906,079 | — | 5.8 | % | 2.3 | % | ||||||||||
| * | Less than 1% of the total number of outstanding Ordinary Shares |
| (1) | The business address for the directors and executive officers of the Company is 3 Media Close, #01-03/06, Singapore 138498. |
| (2) | For each person and group included in this column, the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Ordinary Shares as a single class. In respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote and each Class B Ordinary Share will be entitled to 45 votes. Each Class B Ordinary Share will be convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances. |
| (3) | Consists of (i) 71,419,219 Class B Ordinary Shares held by Mr. Tan; (ii) 18,800,867 Class B Ordinary Shares held by Hibiscus Worldwide Ltd., a Cayman limited company (“Hibiscus”), and deemed beneficially owned by Mr. Tan pursuant to the shareholders’ deed dated April 12, 2021 (the “Shareholders’ Deed”), by and among GHL, Altimeter Growth Holdings, Grab Holdings Inc., the Key Executives and certain entities related to Mr. Tan, pursuant to which, among other things, the Key Executives other than Mr. Tan and certain entities related to such Key Executives or Mr. Tan (the “Covered Holders”) irrevocably appointed Mr. Tan as attorney-in-fact and as attorney-in-fact and |
| (4) | Pursuant to the Shareholders’ Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan. |
| (5) | Pursuant to the Shareholders’ Deed, these shares will be voted solely, and deemed beneficially owned, by Mr. Tan. |
| (6) | SB Investment Advisers (UK) Limited has been appointed as the alternative investment fund manager of SVF Investments (UK) Limited. Investment and divestment decisions for securities held by SVF Investments (UK) Limited are made by the investment committee of SB Investment Advisers (UK) Limited which, as the Company has been informed by SVF Investments (UK) Limited, has three voting members, comprised of Masayoshi Son, Rajeev Misra and Saleh Romeih. |
| (7) | Represents shares held through Xiaoju Kuaizhi Inc. and Marvelous Yarra Limited. |
| • | each AGC Unit issued and outstanding immediately prior to the Initial Merger Effective Time was automatically separated and the holder thereof was deemed to hold one AGC Class A Ordinary Share and one-fifth of an AGC Warrant; |
| • | immediately following the separation of each AGC Unit, each (a) AGC Class A Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time was canceled in exchange for the right to receive one Class A Ordinary Share, and (b) AGC Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time was canceled in exchange for the right to receive one Class A Ordinary Share; |
| • | each AGC Warrant outstanding immediately prior to the Initial Merger Effective Time ceased to be a warrant with respect to AGC Shares and was assumed by the Company and converted into a warrant to purchase one Class A Ordinary Share, subject to substantially the same terms and conditions prior to the Initial Merger Effective Time in accordance with the provisions of the Assignment, Assumption and Amendment Agreement; and |
| • | the single Ordinary Share outstanding immediately prior to the Initial Merger Effective Time was canceled for no consideration. |
| • | each GHI Ordinary Share and GHI Preferred Share (other than GHI Key Executive Shares, GHI Restricted Stock, GHI Key Executive Restricted Stock, GHI Dissenting Shares and GHI treasury shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class A Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; |
| • | each GHI Key Executive Share (other than GHI Key Executive Restricted Stock and GHI Dissenting Shares) issued and outstanding immediately prior to the Acquisition Effective Time was canceled in exchange for the right to receive such fraction of a newly issued Class B Ordinary Share that is equal to the Exchange Ratio, without interest, subject to rounding up to the nearest whole Class A Ordinary Share; |
| • | each GHI Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Option immediately prior to the Acquisition Effective Time; |
| • | each GHI Key Executive Option outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an option to purchase the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive Option immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive Option immediately prior to the Acquisition Effective Time; |
| • | each award of GHI Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class A Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Restricted Stock immediately prior to the Acquisition Effective Time; |
| • | each award of GHI Key Executive Restricted Stock outstanding immediately prior to the Acquisition Effective Time was automatically converted into an award of restricted Class B Ordinary Shares equal to (i) the number of GHI Shares subject to the GHI Key Executive Restricted Stock award immediately before the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such award of GHI Key Executive Restricted Stock immediately prior to the Acquisition Effective Time; |
| • | each GHI RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class A Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI RSU immediately prior to the Acquisition Effective Time; and |
| • | each GHI Key Executive RSU outstanding immediately prior to the Acquisition Effective Time, whether vested or unvested, was automatically assumed by GHL and converted into an award of restricted share units representing the right to receive the number of Class B Ordinary Shares equal to (i) the number of GHI Ordinary Shares subject to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole number), and otherwise, became subject to substantially the same terms and conditions as were applicable to such GHI Key Executive RSU immediately prior to the Acquisition Effective Time. |
ITEM 8. | FINANCIAL INFORMATION |
| • | On December 4, 2020, the Malaysian Association of Taxi, Rental Car, Limousine and Airport Taxi, or GTSM, filed a claim against Grabcar Sdn. Bhd. in the Kuala Lumpur High Court claiming that Grabcar Sdn. Bhd. illegally provided online transportation services prior to obtaining the relevant government approval, thereby creating unfair competition and denying its 10,000 members from their livelihood. The claim amount is approximately $24 million. Grabcar Sdn. Bhd. filed an application to strike out the action that was heard in the High Court on June 3, 2021 and was decided in favor of Grabcar Sdn. Bhd. on July 14, 2021. On August 11, 2021, GTSM filed a notice of appeal against the decision of the High Court. The hearing of the appeal is fixed for May 27, 2022. |
| • | In October 2018, a Thai taxi driver filed a claim against a Thai regulator alleging that the Thai regulator omitted and neglected to perform its duties by allowing Grabtaxi (Thailand) Co., Ltd. (“Grabtaxi Thailand”) to operate GrabCar (i.e. allowing Grabtaxi Thailand to assist its driver-partners to use private cars to provide public transport service). Grabtaxi Thailand is a co-defendant in this case. The case is still pending. We believe the potential impact in the case of any adverse outcome from this case should be limited to a fine that may be imposed by the regulator. |
| • | In December 2018, Grab was assessed approximately PHP1.4 billion (approximately $28.7 million) in the Philippines for an alleged deficiency in local business taxes. We are contesting this assessment and the case remains under review by the regional trial court. |
| • | On September 21, 2021, Grab Greco LLP was served with a claim in the Bangalore City Civil Court in India by a former employee and a company from which Grab Greco LLP had acquired intellectual property assets in 2018. The plaintiffs allege that Grab’s wallet platform breaches the plaintiffs’ intellectual property rights. The relief sought from the Bangalore City Civil Court includes an injunction to restrain Grab from using the claimants’ purported copyright and patents and an account of profits. Grab believes the case has no merit and is contesting it on the basis that, among other things, Grab completed the purchase of the relevant intellectual property in 2018. The case is still pending. |
| • | Beginning in March 2022, two putative shareholder class action lawsuits were filed against our Company and certain of its officers in the U.S. District Court for the Southern District of New York. The putative class action lawsuits are captioned Peccarino v. Grab Holdings Limited et al. Fan v. Grab Holdings Limited et al. |
ITEM 9. | THE OFFER AND LISTING |
ITEM 10. | ADDITIONAL INFORMATION |
| • | our officers or directors; |
| • | banks, financial institutions or financial services entities; |
| • | broker-dealers; |
| • | taxpayers that are subject to the mark-to-market |
| • | tax-exempt entities; |
| • | S-corporations; |
| • | governments or agencies or instrumentalities thereof; |
| • | insurance companies; |
| • | regulated investment companies; |
| • | real estate investment trusts; |
| • | expatriates or former long-term residents of the United States; |
| • | persons that actually or constructively own five percent or more of our shares by vote or value; |
| • | persons that acquired Securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services; |
| • | persons that hold Securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or |
| • | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. |
| • | an individual citizen or resident of the United States; |
| • | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
| • | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| • | a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person. |
| • | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares or Warrants; |
| • | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we were a PFIC, will be taxed as ordinary income; |
| • | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| • | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
| (a) | no law which is thereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to GHL or its operations; and |
| (b) | in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: |
| (i) | on or in respect of the shares, debentures or other obligations of GHL; or |
| (ii) | by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act. |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. | CONTROLS AND PROCEDURES |
ITEM 16. | [RESERVED] |
ITEM 16A. | AUDIT COMMITTEE AND FINANCIAL EXPERT |
ITEM 16B. | CODE OF ETHICS |
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
For the Year Ended December 31, | ||||||||
| (in millions) | 2021 | 2020 | ||||||
Audit fees | 6 | 10 | ||||||
Tax fees | * | * | ||||||
Audit related fees | * | * | ||||||
Other fees | — | 1 | ||||||
Total fees | 6 | 11 | ||||||
| * | Amounts less than $1 million |
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. | CORPORATE GOVERNANCE |
ITEM 16H. | MINE SAFETY DISCLOSURE |
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17. | FINANCIAL STATEMENTS |
ITEM 18. | FINANCIAL STATEMENTS |
ITEM 19. | EXHIBITS |
| 12.2* | Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 13.1** | Certification of our Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 13.2** | Certification of our Principal Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 15.1* | Consent of KPMG LLP. | |
| 15.2* | Consent of Baker & McKenzie Ltd. | |
| 15.3* | Consent of SyCip Salazar Hernandez & Gatmaitan. | |
| 15.4* | Consent of YKVN LLC. | |
| 15.5* | Consent of Soewito Suhardiman Eddymurthy Kardono. | |
| 15.6* | Consent of Rahmat Lim & Partners. | |
| 101.INS* | Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags embedded within the Inline XBRL document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
| # | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Company customarily and actually treats that information as private or confidential and the omitted information is not material. |
GRAB HOLDINGS LIMITED | ||
| By: | /s/ Anthony Tan Ping Yeow | |
| Name: | Anthony Tan Ping Yeow | |
| Title: | Chairman and Chief Executive Officer | |
Page | ||||
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| F-3 | ||||
| F-4 | ||||
| F-5 | ||||
| F-8 | ||||
| F-10 | ||||
Note | 2021 | 2020 | ||||||||||
$ | $ | |||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 5 | 441 | 384 | |||||||||
Intangible assets and goodwill | 6 | 675 | 913 | |||||||||
Associates and joint venture | 14 | 9 | ||||||||||
Deferred tax assets | 17 | (iii) | 5 | 0 | ||||||||
Other investments | 7 | 1,241 | 377 | |||||||||
| Prepayments and other assets | 9 | 127 | 4 | |||||||||
| 2,503 | 1,687 | |||||||||||
Current assets | ||||||||||||
Inventories | 4 | 3 | ||||||||||
Trade and other receivables | 8 | 255 | 172 | |||||||||
| Prepayments and other assets | 9 | 185 | 109 | |||||||||
Other investments | 7 | 3,240 | 1,298 | |||||||||
Cash and cash equivalents | 10 | 4,991 | 2,173 | |||||||||
| 8,675 | 3,755 | |||||||||||
Total assets | 11,178 | 5,442 | ||||||||||
Equity | ||||||||||||
Share capital and share premium | 11 | 21,529 | 140 | |||||||||
Reserves | 11 | (ii) | 606 | 3,951 | ||||||||
Accumulated losses | (14,402 | ) | (10,490 | ) | ||||||||
| Equity/(deficit) attributable to owners of the Company | 7,733 | (6,399 | ) | |||||||||
Non-controlling interests | 12 | 286 | 105 | |||||||||
Total equity/(deficit) | 8,019 | (6,294 | ) | |||||||||
Non-current liabilities | ||||||||||||
Convertible redeemable preference shares | 11 | (ii) | 0 | 10,767 | ||||||||
Warrant liabilities | 13 | 54 | 0 | |||||||||
Loans and borrowings | 14 | 2,031 | 111 | |||||||||
Provisions | 15 | 18 | 3 | |||||||||
| Trade and other payables | 16 | 27 | 18 | |||||||||
Deferred tax liabilities | 17 | (iii) | 3 | 1 | ||||||||
| 2,133 | 10,900 | |||||||||||
Current liabilities | ||||||||||||
Loans and borrowings | 14 | 144 | 140 | |||||||||
Provisions | 15 | 35 | 35 | |||||||||
Trade and other payables | 16 | 844 | 661 | |||||||||
Current tax liabilities | 3 | 0* | ||||||||||
| 1,026 | 836 | |||||||||||
Total liabilities | 3,159 | 11,736 | ||||||||||
Total equity/(deficit) and liabilities | 11,178 | 5,442 | ||||||||||
| * | Amount less than $1 million |
Note | 2021 | 2020 | 2019 | |||||||||||||
$ | $ | $ | ||||||||||||||
Revenue | 19 | 675 | 469 | (845 | ) | |||||||||||
Cost of revenue | 20 | (iii) | (1,070 | ) | (963 | ) | (1,320 | ) | ||||||||
Other income | 20 | (i) | 12 | 33 | 14 | |||||||||||
Sales and marketing expenses | 20 | (iii) | (241 | ) | (151 | ) | (238 | ) | ||||||||
General and administrative expenses | 20 | (iii) | (545 | ) | (326 | ) | (304 | ) | ||||||||
Research and development expenses | 20 | (iii) | (356 | ) | (257 | ) | (231 | ) | ||||||||
Net impairment losses on financial assets | 25 | (b) | (19 | ) | (63 | ) | (56 | ) | ||||||||
Other expenses | 20 | (ii) | (11 | ) | (40 | ) | (30 | ) | ||||||||
Operating loss | (1,555 | ) | (1,298 | ) | (3,010 | ) | ||||||||||
Finance income | 21 | 65 | 53 | 85 | ||||||||||||
Finance costs | 21 | (1,701 | ) | (1,490 | ) | (1,056 | ) | |||||||||
Share listing and associated expenses | 28 | (353 | ) | 0 | 0 | |||||||||||
Net finance costs | 21 | (1,989 | ) | (1,437 | ) | (971 | ) | |||||||||
Share of loss of equity-accounted investees (net of tax) | (8 | ) | (8 | ) | 0* | |||||||||||
Loss before income tax | (3,552 | ) | (2,743 | ) | (3,981 | ) | ||||||||||
Income tax expense | 17 | (3 | ) | (2 | ) | (7 | ) | |||||||||
Loss for the year | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||||||
Items that will not be reclassified to profit or loss: | ||||||||||||||||
Defined benefit plan remeasurements | 1 | (2 | ) | (2 | ) | |||||||||||
Items that are or may be reclassified subsequently to profit or loss: | ||||||||||||||||
Foreign currency translation differences – foreign operations | (42 | ) | 5 | 6 | ||||||||||||
Other comprehensive (loss)/ income for the year, net of tax | (41 | ) | 3 | 4 | ||||||||||||
Total comprehensive loss for the year | (3,596 | ) | (2,742 | ) | (3,984 | ) | ||||||||||
Loss attributable to: | ||||||||||||||||
Owners of the Company | (3,449 | ) | (2,608 | ) | (3,747 | ) | ||||||||||
Non-controlling interests | (106 | ) | (137 | ) | (241 | ) | ||||||||||
Loss for the year | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||||||
Total comprehensive loss attributable to: | ||||||||||||||||
Owners of the Company | (3,489 | ) | (2,599 | ) | (3,751 | ) | ||||||||||
Non-controlling interests | (107 | ) | (143 | ) | (233 | ) | ||||||||||
Total comprehensive loss for the year | (3,596 | ) | (2,742 | ) | (3,984 | ) | ||||||||||
Loss per share (restated # ) | ||||||||||||||||
Basic loss per share | 22 | (6.39 | ) | (14.39 | ) # | (24.31 | ) # | |||||||||
Diluted loss per share | 22 | (6.39 | ) | (14.39 | ) # | (24.31 | ) # | |||||||||
| * | Amount less than $1 million |
# | See Note 22 for details regarding the retrospective restatement of ‘Loss per share’ for years ended December 31, 2020 and 2019 as a result of the Reverse Recapitalization. |
Note | Share capital | Share premium | Accumulated losses | CRPS reserve | Other reserve (Note 7) | Share option reserve | Foreign currency translation reserve | Equity (deficit) attributable to��owners of the Company | Non- controlling interests | Total equity (deficit) | ||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| At January 1, 2021 | 0* | 140 | (10,490 | ) | 3,850 | 0 | 79 | 22 | (6,399 | ) | 105 | (6,294 | ) | |||||||||||||||||||||||||||||||
Total comprehensive l oss for the period | ||||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | 0 | 0 | (3,449 | ) | 0 | 0 | 0 | 0 | (3,449 | ) | (106 | ) | (3,555 | ) | ||||||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | 0 | 0 | 0 | 0 | 0 | 0 | (41 | ) | (41 | ) | (1 | ) | (42 | ) | ||||||||||||||||||||||||||||||
| Defined benefit plan remeasurement | 0 | 0 | 1 | 0 | 0 | 0 | 0 | 1 | 0 | 1 | ||||||||||||||||||||||||||||||||||
Total other comprehensive loss | 0 | 0 | 1 | 0 | 0 | 0 | (41 | ) | (40 | ) | (1 | ) | (41 | ) | ||||||||||||||||||||||||||||||
Total comprehensive loss for the period | 0 | 0 | (3,448 | ) | 0 | 0 | 0 | (41 | ) | (3,489 | ) | (107 | ) | (3,596 | ) | |||||||||||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||||||||||||||
| Equity component of convertible redeemable preference shares (“CRPS”) | 11 | 0 | 0 | 0 | 27 | 0 | 0 | 0 | 27 | 0 | 27 | |||||||||||||||||||||||||||||||||
Share options exercised/restricted stock units vested | 1 1 | 0* | 97 | 0 | 0 | 0 | (51 | ) | 0 | 46 | 0 | 46 | ||||||||||||||||||||||||||||||||
Share-based payment | 1 8 | 0 | 0 | 0 | 0 | 0 | 357 | 0 | 357 | 0 | 357 | |||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon Reverse Recapitalization (refer to Note 1 for definition), net of issuance costs | 0* | 4,642 | 0 | 0 | 0 | 0 | 0 | 4,642 | 0 | 4,642 | ||||||||||||||||||||||||||||||||||
Conversion of CPRS into GHL ordinary shares as part of the Reverse Recapitalization | 11 | 0* | 16,650 | 0 | (3,877 | ) | 0 | 0 | 0 | 12,773 | 0 | 12,773 | ||||||||||||||||||||||||||||||||
Total contributions by owners | 0* | 21,389 | 0 | (3,850 | ) | 0 | 306 | 0 | 17,845 | 0 | 17,845 | |||||||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||||||||||||||
Changes in non-controlling interests without a loss of control | 0 | 0 | (464 | ) | 0 | 243 | (3 | ) | 0 | (224 | ) | 288 | 64 | |||||||||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | 0* | 0 | (464 | ) | 0 | 243 | (3 | ) | 0 | (224 | ) | 288 | 64 | |||||||||||||||||||||||||||||||
Total transactions with owners | 0* | 21,389 | (464 | ) | (3,850 | ) | 243 | 303 | 0 | 17,621 | 288 | 17,909 | ||||||||||||||||||||||||||||||||
At December 31, 2021 | 0* | 21,529 | (14,402 | ) | — | 243 | 382 | (19 | ) | 7,733 | 286 | 8,019 | ||||||||||||||||||||||||||||||||
| * | Amount less than $1 million |
Note | Share capital | Share premium | Accumulated losses | CRPS reserve | Share option reserve | Foreign currency translation reserve | Equity (deficit) attributable to owners of the Company | Non- controlling interests | Total equity (deficit) | |||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
At January 1, 2020 | 0* | 79 | (7,982 | ) | 3,552 | 49 | 11 | (4,291 | ) | 67 | (4,224 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss for the period | ||||||||||||||||||||||||||||||||||||||||
Loss for the period | 0 | 0 | (2,608 | ) | 0 | 0 | 0 | (2,608 | ) | (137 | ) | (2,745 | ) | |||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||
Exchange differences on translation of foreign operations | 0 | 0 | 0 | 0 | 0 | 11 | 11 | (6 | ) | 5 | ||||||||||||||||||||||||||||||
Defined benefit plan remeasurement | 0 | 0 | (2 | ) | 0 | 0 | 0 | (2 | ) | 0 | (2 | ) | ||||||||||||||||||||||||||||
Total other comprehensive loss | 0 | 0 | (2 | ) | 0 | 0 | 11 | 9 | (6 | ) | 3 | |||||||||||||||||||||||||||||
Total comprehensive loss for the period | 0 | 0 | (2,610 | ) | 0 | 0 | 11 | (2,599 | ) | (143 | ) | (2,742 | ) | |||||||||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||||||||||
Shares issued for acquisition of a subsidiary | 0* | 1 | 0 | 0 | 0 | 0 | 1 | 0 | 1 | |||||||||||||||||||||||||||||||
Share options exercised/restricted stock units vested | 0* | 27 | 0 | 0 | (24 | ) | 0 | 3 | 0 | 3 | ||||||||||||||||||||||||||||||
Share-based payment | 18 | 0 | 0 | 0 | 0 | 54 | 0 | 54 | 0 | 54 | ||||||||||||||||||||||||||||||
Equity component of convertible redeemable preference shares | 0 | 0 | 0 | 298 | 0 | 0 | 298 | 0 | 298 | |||||||||||||||||||||||||||||||
Total contributions by owners | 0* | 28 | 0 | 298 | 30 | 0 | 356 | 0 | 356 | |||||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||||||||||
Changes in non-controlling interests without a loss of control | 0 | 33 | 102 | 0 | 0 | 0 | 135 | 181 | 316 | |||||||||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | 0 | 33 | 102 | 0 | 0 | 0 | 135 | 181 | 316 | |||||||||||||||||||||||||||||||
Total transactions with owners | 0* | 61 | 102 | 298 | 30 | 0 | 491 | 181 | 672 | |||||||||||||||||||||||||||||||
At December 31, 2020 | 0* | 140 | (10,490 | ) | 3,850 | 79 | 22 | (6,399 | ) | 105 | (6,294 | ) | ||||||||||||||||||||||||||||
| * | Amount less than $1 million |
Note | Share capital | Share premium | Accumulated losses | CRPS reserve | Share option reserve | Foreign currency translation reserve | Equity (deficit) attributable to owners of the Company | Non- controlling interests | Total equity (deficit) | |||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
At January 1, 2019 | 0* | 53 | (4,281 | ) | 2,987 | 31 | 13 | (1,197 | ) | 132 | (1,065 | ) | ||||||||||||||||||||||||||||
Total comprehensive loss for the period | ||||||||||||||||||||||||||||||||||||||||
Loss for the period | 0 | 0 | (3,747 | ) | 0 | 0 | 0 | (3,747 | ) | (241 | ) | (3,988 | ) | |||||||||||||||||||||||||||
Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||
Exchange differences on translation of foreign operations | 0 | 0 | 0 | 0 | 0 | (2 | ) | (2 | ) | 8 | 6 | |||||||||||||||||||||||||||||
Defined benefit plan remeasurement | 0 | 0 | (2 | ) | 0 | 0 | 0 | (2 | ) | 0 | (2 | ) | ||||||||||||||||||||||||||||
Total other comprehensive loss | 0 | 0 | (2 | ) | 0 | 0 | (2 | ) | (4 | ) | 8 | 4 | ||||||||||||||||||||||||||||
Total comprehensive loss for the period | 0 | 0 | (3,749 | ) | 0 | 0 | (2 | ) | (3,751 | ) | (233 | ) | (3,984 | ) | ||||||||||||||||||||||||||
Transactions with owners, recorded directly in equity | ||||||||||||||||||||||||||||||||||||||||
Contributions by owners | ||||||||||||||||||||||||||||||||||||||||
Issue of ordinary shares | 0* | 2 | 0 | 0 | 0 | 0 | 2 | 0 | 2 | |||||||||||||||||||||||||||||||
Issue of ordinary shares related to business combination | 0* | 5 | 0 | 0 | 0 | 0 | 5 | 0 | 5 | |||||||||||||||||||||||||||||||
Share options exercised/restricted stock units vested | 0* | 19 | 0 | 0 | (16 | ) | 0 | 3 | 0 | 3 | ||||||||||||||||||||||||||||||
Share-based payment | 18 | 0 | 0 | 0 | 0 | 34 | 0 | 34 | 0 | 34 | ||||||||||||||||||||||||||||||
Equity component of convertible redeemable preference shares | 0 | 0 | 0 | 565 | 0 | 0 | 565 | 0 | 565 | |||||||||||||||||||||||||||||||
Total contributions by owners | 0* | 26 | 0 | 565 | 18 | 0 | 609 | 0 | 609 | |||||||||||||||||||||||||||||||
Changes in ownership interests in subsidiaries | ||||||||||||||||||||||||||||||||||||||||
Changes in non-controlling interests without a loss of control | 0 | 0 | 48 | 0 | 0 | 0 | 48 | 168 | 216 | |||||||||||||||||||||||||||||||
Total changes in ownership interests in subsidiaries | 0 | 0 | 48 | 0 | 0 | 0 | 48 | 168 | 216 | |||||||||||||||||||||||||||||||
Total transactions with owners | 0* | 26 | 48 | 565 | 18 | 0 | 657 | 168 | 825 | |||||||||||||||||||||||||||||||
At December 31, 2019 | 0* | 79 | (7,982 | ) | 3,552 | 49 | 11 | (4,291 | ) | 67 | (4,224 | ) | ||||||||||||||||||||||||||||
| * | Amount less than $1 million |
Note | 2021 | 2020 | 2019 | |||||||||||||
$ | $ | $ | ||||||||||||||
Cash flows from operating activities | ||||||||||||||||
Loss before income tax | (3,552 | ) | (2,743 | ) | (3,981 | ) | ||||||||||
Adjustments for: | ||||||||||||||||
Amortization of intangible assets | 6 | 236 | 261 | 538 | ||||||||||||
Depreciation of property, plant and equipment | 5 | 109 | 126 | 109 | ||||||||||||
Impairment of intangible assets and goodwill | 6 | 8 | 28 | 28 | ||||||||||||
Impairment of property, plant and equipment | 5 | 7 | 15 | 32 | ||||||||||||
Equity-settled share-based payment | 18 | 357 | 54 | 34 | ||||||||||||
Finance costs | 21 | 1,701 | 1,490 | 1,056 | ||||||||||||
Net impairment loss on financial assets | 25 | 19 | 63 | 56 | ||||||||||||
Finance income | 21 | (65 | ) | (53 | ) | (85 | ) | |||||||||
(Gain)/Loss on disposal of property, plant and equipment | (1 | ) | 9 | 1 | ||||||||||||
Loss on disposal of intangible assets | 0 | 0* | 1 | |||||||||||||
Gain on disposal of associate | (2 | ) | 0 | 0 | ||||||||||||
Share listing and associated expenses | 28 | 353 | 0 | 0 | ||||||||||||
Share of loss of equity-accounted investees (net of tax) | 8 | 8 | 0* | |||||||||||||
Change in provisions | 15 | 15 | 31 | (1 | ) | |||||||||||
| (807 | ) | (711 | ) | (2,212 | ) | |||||||||||
Changes in: | ||||||||||||||||
- Inventories | (1 | ) | 2 | 2 | ||||||||||||
| - Deposits pledged | (83 | ) | 0 | 0 | ||||||||||||
- Trade and other receivables | (181 | ) | 31 | (75 | ) | |||||||||||
- Trade and other payables | 137 | 42 | 181 | |||||||||||||
Cash used in operations | (935 | ) | (636 | ) | (2,104 | ) | ||||||||||
Income tax paid | (3 | ) | (7 | ) | (8 | ) | ||||||||||
Net cash used in operating activities | (938 | ) | (643 | ) | (2,112 | ) | ||||||||||
Cash flows from investing activities | ||||||||||||||||
| Acquisition of property, plant and equipment | (73 | ) | (22 | ) | (98 | ) | ||||||||||
| Purchase of intangible assets | (12 | ) | (18 | ) | (42 | ) | ||||||||||
| Proceeds from disposal of property, plant and equipment | 25 | 63 | 6 | |||||||||||||
Acquisition of businesses, net of cash acquired | 0 | (3 | ) | (22 | ) | |||||||||||
| Acquisition of additional interests in associate | (16 | ) | 0 | (10 | ) | |||||||||||
Proceeds from disposal of associate | 8 | 0 | 0 | |||||||||||||
Net (acquisitions of)/proceeds from other investments | (2,717 | ) | (359 | ) | 579 | |||||||||||
Restricted cash | 10 | 0— | (30 | ) | (99 | ) | ||||||||||
Interest received | 28 | 51 | 79 | |||||||||||||
Net cash (used in)/from investing activities | (2,757 | ) | (318 | ) | 393 | |||||||||||
| * | Amount less than $1 million |
Note | 2021 | 2020 | 2019 | |||||||||||||
$ | $ | $ | ||||||||||||||
Cash flows from financing activities | ||||||||||||||||
Proceeds from exercise of share options | 46 | 5 | 6 | |||||||||||||
Proceeds from the reverse recapitalization | 4,425 | 0 | 0 | |||||||||||||
Proceeds from bank loans | 1,980 | 8 | 0 | |||||||||||||
Repayment of bank loans | (176 | ) | (106 | ) | (69 | ) | ||||||||||
Payment of lease liabilities | (24 | ) | (30 | ) | (28 | ) | ||||||||||
Proceeds from issuance of convertible redeemable preference shares | 463 | 1,389 | 1,938 | |||||||||||||
Acquisition of non-controlling interests without change in control | (460 | ) | 0* | (203 | ) | |||||||||||
Proceeds from subscription of shares in subsidiaries by non-controlling interests without change in control | 443 | 329 | 327 | |||||||||||||
| Deposits pledged | (23 | ) | 0 | 0 | ||||||||||||
Interest paid | (108 | ) | (17 | ) | (20 | ) | ||||||||||
Net cash from financing activities | 6,566 | 1,578 | 1,951 | |||||||||||||
Net increase in cash and cash equivalents | 2,871 | 617 | 232 | |||||||||||||
Cash and cash equivalents at January 1 | 2,004 | 1,372 | 1,128 | |||||||||||||
Effect of exchange rate fluctuations on cash held | (37 | ) | 15 | 12 | ||||||||||||
Cash and cash equivalents at December 31 | 10 | 4,838 | 2,004 | 1,372 | ||||||||||||
| * | Amount less than $1 million |
1 | Domicile and activities |
| • | a special purpose acquisition company (“SPAC”) Altimeter Growth Corp (“AGC”), incorporated in the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”); and merging on December 1, 2021 with J2 Holdings Inc., incorporated in the Cayman Islands and a direct wholly owned subsidiary of GHL; with J2 Holdings Inc. surviving and remaining as a wholly owned subsidiary of GHL; |
| • | GHI merging on December 1, 2021 with J3 Holdings Inc., incorporated in the Cayman Islands and a direct wholly owned subsidiary of GHL; with GHI surviving and becoming a wholly owned subsidiary of GHL; |
| • | additional capitalisation by way of the issuance of GHL shares and warrants to third party investors on December 1, 2021 pursuant to investment commitments in previously agreed subscription agreements; and |
| • | the Company becoming a publicly traded company on NASDAQ on December 2, 2021. |
2 | Going concern |
3 | Basis of preparation |
3.1 | Statement of compliance |
3.2 | Basis of measurement |
3.3 | Functional and presentation currency |
3.4 | Use of estimates and judgments |
| • | Note s 4.11 and 19 – Revenue recognition: principal vs. agent considerations and customer identification; and |
| • | Note s 4.3 (vii) and 11 – Debt and equity classification of compound financial instruments. |
| • | Note 5 – Impairment test of property, plant and equipment: key assumptions underlying recoverable amounts. |
| • | Note 6 – Impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts. |
| • | Note s 4.4 (i) and 25 – Measurement of expected credit losses (“ECL”) for financial assets. |
| • | Note s 15 and 29 – Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources. |
| • | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| • | Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
| • | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
| • | Note 6 – Intangible assets and goodwill, |
| • | Note 18 – Share-based payment arrangements, |
| • | Note 25 – Financial instruments, and |
| • | Note 28 – Reverse Recapitalization |
3.5 | Change in accounting policies and comparative information |
i) | Change in accounting policies |
ii) | Change in comparative information |
4 | Significant accounting policies |
4.1 | Basis of consolidation |
i) | Business combinations |
| • | the fair value of the consideration transferred; plus |
| • | the recognized amount of any non-controlling interests (“NCI”) in the acquiree; plus |
| • | if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree, over the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. Any goodwill that arises is tested annually for impairment. |
ii) | Reverse acquisitions |
iii) | Subsidiaries |
iv) | Acquisitions from entities under common control |
v) | Loss of control |
vi) | Investments in associates and joint ventures (equity-accounted investees) |
vii) | Investments in associates (measured at fair value through profit or loss) |
viii) | Transactions eliminated on consolidation |
4.2 | Foreign currency |
i) | Foreign currency transactions |
ii) | Foreign operations |
4.3 | Financial instruments |
i) | Recognition and initial measurement |
ii) | Classification and subsequent measurement |
a) | Financial assets |
| • | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
| • | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
| • | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
| • | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
| • | the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; |
| • | how the performance of the portfolio is evaluated and reported to the Group’s management; |
| • | the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; |
| • | how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and |
| • | the frequency, volume and timing of sales of financial assets in prior years, the reasons for such sales and expectations about future sales activity. |
| • | contingent events that would change the amount or timing of cash flows; |
| • | terms that may adjust the contractual coupon rate, including variable-rate features; |
| • | prepayment and extension features; and |
| • | terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features). |
b) | Financial liabilities – Classification, subsequent measurement and gains and losses |
iii) | Derecognition |
a) | Financial assets |
b) | Financial liabilities |
iv) | Offsetting |
v) | Cash and cash equivalents |
vi) | Share capital |
vii) | Warrants |
viii) | Compound financial instruments |
4.4 | Impairment |
i) | Non-derivative financial assets |
| • | 12-month ECLs: these are ECLs that result from default events that are possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or |
| • | Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument or contract asset. |
| • | the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held); or |
| • | the financial asset is more than 90 days past due (more than 120 days past due for trade receivables). |
| • | significant financial difficulty of the borrower or issuer; |
| • | a breach of contract such as a default or being more than 90 days past due (more than 120 days past due for trade receivables ) ; |
| • | the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; |
| • | it is probable that the borrower will enter bankruptcy or another financial reorganization; or |
| • | the disappearance of an active market for a security because of financial difficulties. |
ii) | Non-financial assets |
4.5 | Property, plant and equipment |
i) | Recognition and measurement |
| • | any other costs directly attributable to bringing the assets to a working condition for their intended use; and |
| • | when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located. |
ii) | Subsequent costs |
iii) | Depreciation |
| • | Computers | 2 - 3 years | ||
| • | Building and renovation | 3 - 4 years | ||
| • | Motor vehicles | 5 - 7 years | ||
| • | Office and other equipment | 4 - 5 years |
4.6 | Intangible assets and goodwill |
i) | Recognition and measurement |
a) | Goodwill |
b) | Research and development |
c) | Other intangible assets |
ii) | Subsequent expenditure |
iii) | Amortization |
| • | Software | 3 years | ||
| • | Non-compete agreement | 4 years | ||
| • | Other intangible assets | 3 years |
4.7 | Leases |
i) | As a lessee |
| • | fixed payments, including in-substance fixed payments; |
| • | variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; |
| • | amounts expected to be payable under a residual value guarantee; and |
| • | the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. |
ii) | As a lessor |
4.8 | Inventories |
4.9 | Employee benefits |
i) | Defined contribution plans |
ii) | Defined benefits plans |
iii) | Short-term employee benefits |
iv) | Employee leave entitlement |
v) | Share-based payment transactions |
4.10 | Provisions |
4.11 | Revenue |
i) | Revenue by segment |
a) | Deliveries |
b) | Mobility |
| • | the driver-partners (to connect the drive-partners with consumers to facilitate and successfully complete transportation and delivery services), |
| • | the merchant-partners (to connect the merchant-partners with consumers to facilitate and successfully complete ordering services); and |
| • | the consumer (to connect the consumer with driver-partners and merchant-partners). |
c) | Financial services |
d) | Enterprise and new initiatives |
ii) | Incentives to customers |
4.12 | Expenses |
| i) | Cost of revenue comprises expenses directly or indirectly attributable to the Group’s Deliveries, Mobility, Financial Services and Enterprise offerings (see Note 4.11) and primarily consists of data management and platform related technology costs including amortization of technology and market activity related intangible assets, compensation costs (including share-based compensation) for operations and support personnel, payment processing fees, costs incurred in relation to its motor vehicle fleet used for rental services including depreciation and impairment; and an allocation of associated corporate costs such as depreciation of right-of-use |
| ii) | Sales and marketing primarily consist of advertising costs, compensation costs (including share-based compensation) to sales and marketing employees and an allocation of associated corporate costs such as depreciation of right-of-use assets. |
| iii) | Research and development expenses primarily consist of compensation cost (including share-based compensation) to engineering, design and product development employees, and allocation of associated corporate costs such as depreciation of right-of-use assets. |
| iv) | General and administrative expenses primarily consist of compensation costs (including share-based compensation) for executive management and administrative personnel (including finance and accounting, human resources, policy and communications, legal, facility and general administration employees), occupancy and facility costs, administrative fees, professional service fees, depreciation on certain administration assets, legal settlement accrual and allocation of associated corporate costs such as depreciation of right-of-use assets. |
4.13 | Finance income and finance costs |
| • | interest income; |
| • | interest expense; |
| • | the net gain or loss on financial assets at FVTPL; |
| • | the foreign currency gain or loss on financial assets and financial liabilities; |
| • | the gain or loss on modification of financial liabilities; and |
| • | the unwinding of the discount on provisions. |
| • | the gross carrying amount of the financial asset; or |
| • | the amortized cost of the financial liability. |
4.14 | Related parties |
4.15 | Income tax |
| • | temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; |
| • | temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and |
| • | taxable temporary differences arising on the initial recognition of goodwill. |
4.16 | Loss per share |
4.17 | Segment reporting |
4.18 | Government grants |
4.19 | Standards issued but not yet effective |
| • | Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) |
| • | Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) |
| • | COVID-19-Related June 2021 (Amendment to IFRS 16) |
| • | Annual Improvements to IFRS Standards 2018–2020 |
| • | Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) |
| • | Reference to Conceptual Framework (Amendments to IFRS 3) |
| • | Classification of Liabilities as Current or Non-current (Amendments to IAS 1) |
| • | IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts |
| • | Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) |
| • | Definition of Accounting Estimates (Amendments to IAS 8) |
5 | Property, plant and equipment |
i) | Reconciliation of carrying amount |
Computers | Buildings and renovation | Motor vehicles held for leasing | Office and other equipment | Total | ||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | |||||||||||||||
Cost | ||||||||||||||||||||
At January 1, 2020 | 45 | 117 | 564 | 33 | 759 | |||||||||||||||
Additions | 6 | 30 | 23 | 4 | 63 | |||||||||||||||
Write-offs/disposal | (2 | ) | (20 | ) | (104 | ) | (1 | ) | (127 | ) | ||||||||||
Effects of movements in exchange rates | 1 | 2 | 3 | 0* | 6 | |||||||||||||||
At December 31, 2020 | 50 | 129 | 486 | 36 | 701 | |||||||||||||||
Additions | 16 | 136 | 41 | 6 | 199 | |||||||||||||||
Write-offs/disposal | (3 | ) | (39 | ) | (48 | ) | (2 | ) | (92 | ) | ||||||||||
Effects of movements in exchange rates | (1 | ) | 2 | (9 | ) | (1 | ) | (9 | ) | |||||||||||
At December 31, 2021 | 62 | 228 | 470 | 39 | 799 | |||||||||||||||
Computers | Buildings and renovation | Motor vehicles held for leasing | Office and other equipment | Total | ||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | |||||||||||||||
Accumulated depreciation and impairment losses | ||||||||||||||||||||
At January 1, 2020 | 20 | 46 | 148 | 11 | 225 | |||||||||||||||
Depreciation for the year | 15 | 39 | 65 | 7 | 126 | |||||||||||||||
Write-offs/disposal | (1 | ) | (15 | ) | (39 | ) | 0* | (55 | ) | |||||||||||
Impairment loss | 0 | 0* | 15 | 0 | 15 | |||||||||||||||
Effects of movements in exchange rates | 1 | 2 | 3 | 0* | 6 | |||||||||||||||
At December 31, 2020 | 35 | 72 | 192 | 18 | 317 | |||||||||||||||
Depreciation for the year | 16 | 34 | 53 | 6 | 109 | |||||||||||||||
Write-offs/disposal | (3 | ) | (39 | ) | (24 | ) | (2 | ) | (68 | ) | ||||||||||
Impairment loss | 0 | 1 | 6 | 0 | 7 | |||||||||||||||
Effects of movements in exchange rates | (1 | ) | (1 | ) | (4 | ) | (1 | ) | (7 | ) | ||||||||||
At December 31, 2021 | 47 | 67 | 223 | 21 | 358 | |||||||||||||||
Carrying amounts | ||||||||||||||||||||
At January 1, 2020 | 25 | 71 | 416 | 22 | 534 | |||||||||||||||
At December 31, 2020 | 15 | 57 | 294 | 18 | 384 | |||||||||||||||
At December 31, 2021 | 15 | 161 | 247 | 18 | 441 | |||||||||||||||
| * | Amount less than $1 million |
ii) | Depreciation of property, plant and equipment |
iii) | Impairment of motor vehicles held for leasing |
2021 | 2020 | 2019 | ||||||||||
% | % | % | ||||||||||
Discount rate | 6.6 to 12 | 6.9 to 12 | 6.7 to 12 | |||||||||
Budgeted rental rate growth/(decline) | 0 to 1.8 | 0 to 4 | (1) to 0 | |||||||||
Utilization rates | 46 to 94 | 45 to 95 | 93 to 97 | |||||||||
6 | Intangible assets and goodwill |
i) | Reconciliation of carrying amount |
Software | Goodwill | Non-compete agreement | Other intangible assets | Total | ||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | |||||||||||||||
Cost | ||||||||||||||||||||
At January 1, 2020 | 66 | 709 | 1,644 | 17 | 2,436 | |||||||||||||||
Additions | 6 | 0 | 0 | 0* | 6 | |||||||||||||||
Acquisitions – internally developed | 12 | 0 | 0 | 0 | 12 | |||||||||||||||
Acquisition through business combination | 2 | 3 | 0 | 0 | 5 | |||||||||||||||
Disposals/Write-off | (2 | ) | 0 | 0 | 0 | (2 | ) | |||||||||||||
Effects of movements in exchange rates | 0* | 0 | 0 | 0* | 0* | |||||||||||||||
At December 31, 2020 | 84 | 712 | 1,644 | 17 | 2,457 | |||||||||||||||
Additions | 2 | 0 | 0 | 1 | 3 | |||||||||||||||
Acquisitions – internally developed | 9 | 0 | 0 | 0 | 9 | |||||||||||||||
Disposals/Write-off/Derecognition | (1 | ) | 0 | 0 | 0 | (1 | ) | |||||||||||||
Effects of movements in exchange rates | (5 | ) | 0 | 0 | 0* | (5 | ) | |||||||||||||
At December 31, 2021 | 89 | 712 | 1,644 | 18 | 2,463 | |||||||||||||||
| * | Amount less than $1 million |
Software | Goodwill | Non-compete agreement | Other intangible assets | Total | ||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | |||||||||||||||
Accumulated amortization and impairment losses | ||||||||||||||||||||
At January 1, 2020 | 27 | 28 | 1,188 | 13 | 1,256 | |||||||||||||||
Amortization for the year | 18 | 0 | 242 | 1 | 261 | |||||||||||||||
Disposal | (2 | ) | 0 | 0 | 0 | (2 | ) | |||||||||||||
Impairment loss | 0 | 28 | 0 | 0 | 28 | |||||||||||||||
Effects of movements in exchange rates | 0* | 0 | 0 | 1 | 1 | |||||||||||||||
At December 31, 2020 | 43 | 56 | 1,430 | 15 | 1,544 | |||||||||||||||
Amortization for the year | 21 | 0 | 214 | 1 | 236 | |||||||||||||||
| Disposal/Derecognition | (1 | ) | 0 | 0 | 0 | (1 | ) | |||||||||||||
Impairment loss | 0 | 8 | 0 | 0 | 8 | |||||||||||||||
Effects of movements in exchange rates | 0* | 1 | 0 | 0* | 1 | |||||||||||||||
At December 31, 2021 | 63 | 65 | 1,644 | 16 | 1,788 | |||||||||||||||
Carrying amounts | ||||||||||||||||||||
At January 1, 2020 | 39 | 681 | 456 | 4 | 1,180 | |||||||||||||||
At December 31, 2020 | 41 | 656 | 214 | 2 | 913 | |||||||||||||||
At December 31, 2021 | 26 | 647 | 0 | 2 | 675 | |||||||||||||||
| * | Amount less than $1 million |
ii) | Development costs |
iii) | Amortization |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Amortization of intangible assets | 236 | 261 | 538 | |||||||||
iv) | Impairment testing for CGUs containing goodwill |
Note | 2021 | 2020 | ||||||||||
(in $ millions) | reference | $ | $ | |||||||||
Goodwill allocated | ||||||||||||
Southeast Asia Ride Hailing CGUs | 6(iv)(a) | 606 | 606 | |||||||||
Indonesia Payment CGU | 6(iv)(b) | 34 | 34 | |||||||||
Multiple units without significant goodwill | 7 | 16 | ||||||||||
| Impairment losses on goodwill are included in ‘Other expenses’ (see Note 20(ii)). |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Impairment loss on goodwill | 8 | 28 | 28 | |||||||||
a) | Southeast Asia ride hailing cash generating units (“Ride Hailing CGUs”) |
b) | Indonesian mobile payments and rewards cash generating unit (“Indonesia Payment CGU”) |
7 | Other investments |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Non-current investments | ||||||||
Time deposits | 2 | 0* | ||||||
Debt investments – at FVTPL | 621 | 234 | ||||||
Equity investments – at FVTPL | 618 | 143 | ||||||
| 1,241 | 377 | |||||||
Current investments | ||||||||
Time deposits | 3,176 | 1,282 | ||||||
Debt investments – at FVTPL | 64 | 16 | ||||||
| 3,240 | 1,298 | |||||||
| 4,481 | 1,675 | |||||||
| * | Amount less than $1 million |
i) | Equity investments |
ii) | Time deposits |
iii) | Financial risk management |
8 | Trade and other receivables |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Current | ||||||||
Trade receivables | 117 | 124 | ||||||
Less: Loss allowance (see Note 25) | (22 | ) | (40 | ) | ||||
| 95 | 84 | |||||||
Loans and advances | 118 | 40 | ||||||
Less: Loss allowance (see Note 25) | (11 | ) | (9 | ) | ||||
| 107 | 31 | |||||||
Payment cycle receivables | 71 | 69 | ||||||
| Less: Loss allowance | (18 | ) | (12 | ) | ||||
| 53 | 57 | |||||||
| 255 | 172 | |||||||
i) | Trade receivables |
ii) | Loans and advances |
iii) | Payment cycle receivables |
iv) | Financial risk management |
9 | Prepayments and other assets |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Non-current | ||||||||
| Deposits | 127 | 4 | ||||||
Current | ||||||||
Prepayments | 81 | 34 | ||||||
Tax recoverable | 48 | 25 | ||||||
Deposits | 48 | 35 | ||||||
Others | 23 | 28 | ||||||
Less: Loss allowance | (15 | ) | (13 | ) | ||||
| 185 | 109 | |||||||
Tax recoverable |
10 | Cash and cash equivalents |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Short-term deposits | 594 | 287 | ||||||
Cash at banks and on hand | 4,397 | 1,886 | ||||||
Cash and cash equivalents in the statement of financial position | 4,991 | 2,173 | ||||||
Restricted cash | (153 | ) | (169 | ) | ||||
| Cash and cash equivalents in the statement of cash flows | 4,838 | 2,004 | ||||||
i) | Classification as cash equivalents |
ii) | Restricted cash |
11 | Capital and reserves |
i) | Share capital and share premium |
(a) | Movements in GHI ordinary shares and GHI convertible redeemable preference shares (collectively “GHI Shares”) |
(in thousands of shares) Grab Holdings Inc. | Note | Ordinary shares # | CRPS # | |||||||||||||||||||||||||
2021 | 2020 | 2019 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
In issue on January 1 | 198,538 | 161,371 | 140,786 | 2,871,351 | 2,576,688 | 2,166,043 | ||||||||||||||||||||||
Issued for acquisition of NCI/ in business combination | 964 | 19,332 | 1,134 | 0 | 652 | 869 | ||||||||||||||||||||||
Issued for cash | 0 | 0 | 0 | 98,065 | 294,011 | 409,776 | ||||||||||||||||||||||
Restricted share units vested | 18 | 11,810 | 10,166 | 10,253 | 0 | 0 | 0 | |||||||||||||||||||||
| Exercise of share options | 18 | 61,845 | 7,669 | 9,198 | 0 | 0 | 0 | |||||||||||||||||||||
| Restricted ordinary shares | 18 | 32,452 | 0 | 0 | 0 | — | 0 | |||||||||||||||||||||
| Exchange for GHL Class A and Class B ordinary shares as part of Reverse Recapitalization | 11(i)(b), 28 | | (305,609 | ) | 0 | 0 | (2,969,416 | ) | 0 | 0 | ||||||||||||||||||
In issue at December 31 – fully paid | 0 | 198,538 | 161,371 | 0 | 2,871,351 | 2,576,688 | ||||||||||||||||||||||
# | the number of shares have been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share |
(b) | Movements in GHL Class A ordinary shares and Class B ordinary shares (collectively “GHL Ordinary Shares”): |
(in thousands of shares) Grab Holdings Limited | Note | Class A ordinary shares | Class B ordinary shares | |||||||
| Issuance of GHL shares as part of Reverse Recapitalization | ||||||||||
Exchange of GHI ordinary shares and CRPS | 11(i)(a) | 3,152,143 | 122,882 | |||||||
Merger with AGC | 28 | 62,491 | 0 | |||||||
Issued for cash to external investors | 28 | 404,009 | 0 | |||||||
Restricted share units vested | 276 | 0 | ||||||||
Exercise of share options | 179 | 0 | ||||||||
In issue at December 31 | 3,619,098 | 122,882 | ||||||||
| Restricted ordinary shares issued but not paid | 0 | (32,452) | ||||||||
In issue at December 31 – fully paid | 3,619,098 | 90,430 | ||||||||
ii) | Nature and purpose of reserves |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
CRPS reserve | 0 | 3,850 | ||||||
Share option reserve | 382 | 79 | ||||||
Foreign currency translation reserve | (19 | ) | 22 | |||||
Other reserve | 243 | 0 | ||||||
| 606 | 3,951 | |||||||
a) | CRPS reserve and liability component |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Balance at January 1 | 10,767 | 8,256 | ||||||
Issuance of CRPS | 436 | 1,095 | ||||||
Interest expense | 1,570 | 1,416 | ||||||
| Preference shares converted to GHL Ordinary Shares | (12,773 | ) | 0 | |||||
Balance at December 31 | 0 | 10,767 | ||||||
b) | Share option reserve |
c) | Foreign currency translation reserve |
d) | Other reserve |
iii) | Dividends |
12 | Subsidiaries and non-controlling interests |
Name of subsidiaries | Country of incorporation/ operation | Ownership interests held by the Group | ||||||||
2021 | 2020 | |||||||||
% | % | |||||||||
Grab Holdings Inc. | Cayman | 100 | 0* | |||||||
Grab Inc. | Cayman | 100 | 100 | |||||||
A2G Holdings Inc. | Cayman | 100 | 100 | |||||||
| * | Refer to Note 1 for details. |
(in $ millions) | $ | |||
| Carrying amount of BCP NCI acquired | (130 | ) | ||
| Consideration paid/payable to BCP NCI | 460 | |||
| Decrease in equity attributable to owners of the Company | (590 | ) | ||
13 | Warrant liabilities |
2021 | ||||||||||||
Registered for resale | In process of registration for resale | Total | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Initial recognition | 36 | 55 | 91 | |||||||||
Change in fair value | (15 | ) | (22 | ) | (37 | ) | ||||||
As at 31 December 2021 | 21 | 33 | 54 | |||||||||
14 | Loans and borrowings |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Non-current | ||||||||
Bank loans | 55 | 91 | ||||||
| Term loan | 1,875 | 0 | ||||||
Lease liabilities | 101 | 20 | ||||||
| 2,031 | 111 | |||||||
Current | ||||||||
Bank loans | 83 | 121 | ||||||
Term loan | 39 | 0 | ||||||
Lease liabilities | 22 | 19 | ||||||
| 144 | 140 | |||||||
i) | Terms and debt repayment schedule |
Currency | Nominal interest rate | Year of maturity | Carrying amount | |||||||||||||
% | $ | |||||||||||||||
2021 | ||||||||||||||||
Bank loans | SGD | 1.5% to 2.16% | 2022-2026 | 77 | ||||||||||||
Bank loans | SGD | COF* + 1% to 1.1% | 2022-2024 | 11 | ||||||||||||
Bank loans | MYR | 3.09% | 2022-2024 | 8 | ||||||||||||
Bank loans | IDR | 2.48% to 11.5% | 2022-2025 | 15 | ||||||||||||
Bank loans | IDR | COF* + 1.75% to 2.00% | 2022-2025 | 12 | ||||||||||||
Bank loans | THB | COF* + 7.0% | 2022 | 15 | ||||||||||||
Term loan | USD | 5.5% ( based on contractual terms) | | 2026 | 1,914 | |||||||||||
Lease liabilities | Multiple | 1.85% to 11% | 2022-2037 | 123 | ||||||||||||
| 2,175 | ||||||||||||||||
2020 | ||||||||||||||||
Bank loans | SGD | 1.82% to 2.16% | 2021-2026 | 110 | ||||||||||||
Bank loans | SGD | COF* + 0.85% to 1.1% | 2021-2025 | 29 | ||||||||||||
Bank loans | MYR | 3.09% | 2021-2024 | 12 | ||||||||||||
Bank loans | IDR | 2.48% to 11.5% | 2021-2025 | 36 | ||||||||||||
Bank loans | IDR | COF* + 1.75% to 2.00% | 2021-2025 | 21 | ||||||||||||
Bank loans | THB | COF* + 7.0% | 2021 | 4 | ||||||||||||
Lease liabilities | Multiple | 1.85% to 11% | 2021-2030 | 39 | ||||||||||||
| 251 | ||||||||||||||||
* | cost of funds |
ii) | Breach of loan covenant |
iii) | Financial risk management |
iv) | Reconciliation of movements of liabilities to cash flows arising from financing activities |
Liabilities | |||||||||||||||||||||||||
Convertible redeemable preference shares (Note 11) | Bank loans | Term loan | Lease liabilities | Equity component of convertible redeemable preference shares | Total | ||||||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||
Balance at January 1, 2021 | 10,767 | 212 | 0 | 39 | 3,850 | 14,868 | |||||||||||||||||||
Changes from financing cash flows | |||||||||||||||||||||||||
Proceeds from issuance of CRPS | 436 | 0 | 0 | 0 | 27 | 463 | |||||||||||||||||||
Proceeds from bank loans | 0 | 60 | 1,920 | 0 | 0 | 1,980 | |||||||||||||||||||
Payment of bank loans | 0 | (151 | ) | (25 | ) | 0 | 0 | (176 | ) | ||||||||||||||||
Payment of lease liabilities | 0 | 0 | 0 | (24 | ) | 0 | (24 | ) | |||||||||||||||||
Interest paid | 0 | (23 | ) | (83 | ) | (2 | ) | 0 | (108 | ) | |||||||||||||||
Total changes from financing cash flows | 436 | (114 | ) | 1,812 | (26 | ) | 27 | 2,135 | |||||||||||||||||
Effect of changes in foreign exchange rates | 0 | (3 | ) | (1 | ) | (1 | ) | 0 | (5 | ) | |||||||||||||||
Other changes | |||||||||||||||||||||||||
Liability-related | |||||||||||||||||||||||||
Recognition of lease liabilities | 0 | 0 | 0 | 106 | 0 | 106 | |||||||||||||||||||
| Derecognition of lease liabilities | 0 | 0 | 0 | 0* | 0 | 0* | |||||||||||||||||||
Secured bank loans for asset acquisition | 0 | 20 | 0 | 0 | 0 | 20 | |||||||||||||||||||
Interest expense | 1,570 | 23 | 103 | 5 | 0 | 1,701 | |||||||||||||||||||
CRPS converted to GHL ordinary shares | (12,773 | ) | 0 | 0 | 0 | (3,877 | ) | (16,650 | ) | ||||||||||||||||
Total liability-related other changes | (11,203 | ) | 43 | 103 | 111 | (3,877 | ) | (14,823 | ) | ||||||||||||||||
Balance at December 31, 2021 | 0 | 138 | 1,914 | 123 | 0 | 2,175 | |||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Convertible redeemable preference shares (Note 11) | Bank loans | Term loan | Lease liabilities | Equity component of convertible redeemable preference shares | Total | |||||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Balance at January 1, 2020 | 8,256 | 296 | 0 | 49 | 3,552 | 12,153 | ||||||||||||||||||
Changes from financing cash flows | ||||||||||||||||||||||||
Proceeds from issuance of CRPS | 1,091 | 0 | 0 | 0 | 298 | 1,389 | ||||||||||||||||||
Proceeds from bank loans | 0 | 8 | 0 | 0 | 0 | 8 | ||||||||||||||||||
Payment of bank loans | 0 | (106 | ) | 0 | 0 | 0 | (106 | ) | ||||||||||||||||
Payment of lease liabilities | 0 | 0 | 0 | (30 | ) | 0 | (30 | ) | ||||||||||||||||
Interest paid | 0 | (14 | ) | 0 | (3 | ) | 0 | (17 | ) | |||||||||||||||
Total changes from financing cash flows | 1,091 | (112 | ) | 0 | (33 | ) | 298 | 1,244 | ||||||||||||||||
The effect of changes in foreign exchange rates | 0 | (3 | ) | 0 | 1 | 0 | (2 | ) | ||||||||||||||||
Other changes | ||||||||||||||||||||||||
Liability-related | ||||||||||||||||||||||||
Issuance of CRPS | 4 | 0 | 0 | 0 | 0 | 4 | ||||||||||||||||||
Recognition of lease liabilities | 0 | 0 | 0 | 24 | 0 | 24 | ||||||||||||||||||
Derecognition of lease liabilities | 0 | 0 | 0 | (5 | ) | 0 | (5 | ) | ||||||||||||||||
Secured bank loans for asset acquisition | 0 | 17 | 0 | 0 | 0 | 17 | ||||||||||||||||||
Interest expense | 1,416 | 14 | 0 | 3 | 0 | 1,433 | ||||||||||||||||||
Total liability-related other changes | 1,420 | 31 | 0 | 22 | 0 | 1,473 | ||||||||||||||||||
Balance at December 31, 2020 | 10,767 | 212 | 0 | 39 | 3,850 | 14,868 | ||||||||||||||||||
15 | Provisions |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Site restoration | 21 | 6 | ||||||
Legal | 32 | 32 | ||||||
| 53 | 38 | |||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Non-current | 18 | 3 | ||||||
Current | 35 | 35 | ||||||
| 53 | 38 | |||||||
i) | Site restoration |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Balance at January 1 | 6 | 6 | ||||||
Provisions made during the year | 18 | 1 | ||||||
Provisions reversed during the year | (3 | ) | (1 | ) | ||||
Balance at December 31 | 21 | 6 | ||||||
ii) | Legal |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Balance at January 1 | 32 | 0* | ||||||
Provisions made during the year | 1 | 31 | ||||||
Effect of movements in exchange rates | (1 | ) | 1 | |||||
Balance at December 31 | 32 | 32 | ||||||
| * | Amounts less than $1 million |
16 | Trade and other payables |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Non-current liabilities | ||||||||
Other payables | 12 | 3 | ||||||
Employee defined benefit | 15 | 15 | ||||||
| 27 | 18 | |||||||
Current liabilities | ||||||||
Trade payables | 167 | 109 | ||||||
Accrued operating expenses | 345 | 278 | ||||||
Electronic wallets | 242 | 204 | ||||||
Tax payables | 29 | 20 | ||||||
Deposits | 20 | 17 | ||||||
Contract liabilities | 9 | 13 | ||||||
Others | 32 | 20 | ||||||
| 844 | 661 | |||||||
i) | Employee defined benefit |
ii) | Tax payables |
iii) | Financial risk management |
17 | Income taxes |
i) | Amounts recognized in profit or loss |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Current tax expense | ||||||||||||
Current year | 6 | 7 | 6 | |||||||||
Changes in estimates related to prior years | 0* | 0* | 2 | |||||||||
| 6 | 7 | 8 | ||||||||||
Deferred tax (credit)/expense | ||||||||||||
Origination and reversal of temporary difference | (3 | ) | (5 | ) | (1 | ) | ||||||
| Income tax expense | 3 | 2 | 7 | |||||||||
| * | Amount less than $1 million |
ii) | Reconciliation of effective tax rate |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Loss before tax | (3,552 | ) | (2,743 | ) | (3,981 | ) | ||||||
Tax at the domestic rates applicable to profits in the countries where the Group operates | (238 | ) | (241 | ) | (606 | ) | ||||||
Non-deductible expenses | 46 | 66 | 108 | |||||||||
Current year losses for which no deferred tax asset is recognized | 211 | 196 | 513 | |||||||||
Benefits from previously unrecognized tax losses | (16 | ) | (19 | ) | (10 | ) | ||||||
Changes in estimates related to prior years | 0* | 0* | 2 | |||||||||
| Income tax expense | 3 | 2 | 7 | |||||||||
| * | Amount less than $1 million |
iii) | Movement in deferred tax balances |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Deferred tax assets | ||||||||
| Deferred revenue and others | 5 | 0 | ||||||
Deferred tax liabilities | ||||||||
| Property, plant and equipment and others | 3 | 1 | ||||||
Deferred tax liability arising from Property, plant and equipment and others | Deferred tax asset arising from Deferred revenue and others | |||||||
(in $ millions) | $ | $ | ||||||
Balance at January 1, 2020 | 6 | 0 | ||||||
Recognized in profit or loss | (5 | ) | 0 | |||||
Balance at December 31, 2020 | 1 | 0 | ||||||
Balance at January 1, 2021 | 1 | 0 | ||||||
Recognized in profit or loss | 2 | 5 | ||||||
Balance at December 31, 2021 | 3 | 5 | ||||||
iv) | Unrecognized deferred tax assets |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Unutilized tax losses | 6,324 | 4,933 | ||||||
v) | Tax losses carried forward |
Expire by | $ | |||
(in $ millions) | ||||
2022 | 407 | |||
2023 | 922 | |||
2024 | 1,614 | |||
2025 | 600 | |||
2026 | 496 | |||
2027 | 0– | |||
2028 | 72 | |||
2029 | 27 | |||
2030 | 7 | |||
18 | Share-based payment arrangements |
i) | Description of the share-based payment arrangements |
| 1. | grant options to purchase its ordinary shares (‘Share Options’); or |
| 2. | issue restricted share units/awards (‘RSUs’); or |
| 3. | issued restricted ordinary shares |
a) | Reconciliation of outstanding Share Options |
Weighted average | Weighted-average | |||||||||||
Number of Share | exercise price per | remaining contractual | ||||||||||
Options # | GHI share # | life | ||||||||||
GHI 2018 Plan and GHI 2015 Plan | ’000 | $ | (in years) | |||||||||
As of January 1, 2019 | 89,944 | 0.61 | 8.23 | |||||||||
Granted | 41,220 | 1.87 | ||||||||||
Exercised | (8,612 | ) | 0.55 | |||||||||
Canceled and forfeited | (7,340 | ) | 0.68 | |||||||||
As of December 31, 2019 | 115,212 | 1.06 | 8.21 | |||||||||
Granted | 11,736 | 1.85 | ||||||||||
Exercised | (7,308 | ) | 0.59 | |||||||||
Canceled and forfeited | (5,397 | ) | 0.99 | |||||||||
As of December 31, 2020 | 114,243 | 1.17 | 7.54 | |||||||||
Granted | 2,848 | 1.29 | ||||||||||
Exercised | (62,220 | ) | 0.81 | |||||||||
Canceled and forfeited | (1,564 | ) | 1.04 | |||||||||
| Effect of replacement of GHI 2018 Plan and GHI 2015 Plan with 2021 GHL Plan as a part of Reverse Recapitalization | (53,307 | ) | 1.97 | |||||||||
As of December 31, 2021 | 0 | 0 | — | |||||||||
Exercisable | ||||||||||||
As of December 31, 2019 | 38,507 | 0.53 | ||||||||||
As of December 31, 2020 | 57,634 | 0.80 | ||||||||||
# | T he number and exercise price of share options have been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
Weighted average | Weighted-average | |||||||||||
Number of Share | exercise price per | remaining contractual | ||||||||||
Options | GHI share | life | ||||||||||
2021 GHL Plan | ’000 | $ | (in years) | |||||||||
| Reverse Recapitalization replacement issuance | 53,307 | 1.97 | 7.41 | |||||||||
Exercised | (188 | ) | 0.81 | |||||||||
| Canceled and forfeited | (23 | ) | 1.73 | |||||||||
As of December 31, 2021 | 53,096 | 1.98 | 7.81 | |||||||||
Exercisable | ||||||||||||
As of December 31, 2021 | 18,010 | 1.76 | ||||||||||
b) | Reconciliation of outstanding RSUs |
Number of unvested restricted share units # | ||||
GHI 2018 Plan and GHI 2015 Plan | ’000 | |||
As of January 1, 2019 | 25,804 | |||
Granted | 30,285 | |||
Vested | (10,293 | ) | ||
| Canceled and forfeited | (9,494 | ) | ||
As of December 31, 2019 | 36,302 | |||
Granted | 19,850 | |||
Vested | (10,114 | ) | ||
| Canceled and forfeited | (9,492 | ) | ||
As of December 31, 2020 | 36,546 | |||
Granted | 47,895 | |||
Vested | (11,783 | ) | ||
| Canceled and forfeited | (6,201 | ) | ||
| Effect of replacement of GHI 2018 Plan and GHI 2015 Plan with 2021 GHL Plan as a part of Reverse Recapitalization | (66,457 | ) | ||
As of December 31, 2021 | 0— | |||
# | T he number of RSUs have been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
Number of unvested restricted share units | ||||
2021 GHL Plan | ’000 | |||
| Reverse Recapitalization replacement issuance | 66,457 | |||
Vested | (330 | ) | ||
| Canceled and forfeited | (1,481 | ) | ||
As of December 31, 2021 | 64,646 | |||
c) | Restricted ordinary shares |
ii) | Share-based payment expenses |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Cost of revenue | 42 | 10 | 4 | |||||||||
Sales and marketing | 11 | 2 | 1 | |||||||||
Research and development | 89 | 14 | 12 | |||||||||
General and administrative | 215 | 28 | 17 | |||||||||
Total | 357 | 54 | 34 | |||||||||
iii) | Measurement of fair values |
a) | Share Options |
2021 | 2020 | 2019 | ||||||||||
Fair value at grant date (weighted average) # | $ | 8.95 | $ | 2.46 | $ | 1.13 | ||||||
Share price at grant date (weighted average) # | $ | 9.97 | $ | 3.59 | $ | 2.08 | ||||||
Exercise price at grant date (weighted average) # | $ | 1.29 | $ | 1.85 | $ | 1.87 | ||||||
Expected volatility (weighted average) | 61.57 | % | 56.46 | % | 52.70 | % | ||||||
Expected terms (years) (weighted average) | 6.2 | 6.0 | 6.2 | |||||||||
Expected dividend (weighted average) | 0 | % | 0 | % | 0 | % | ||||||
Risk-free interest rate (weighted average) | 1.24 | % | 0.40 | % | 1.80 | % | ||||||
| # | The fair value and exercise price of share options and the fair value of the share price at grant date have been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
b) | RSUs |
2020 | 2019 | |||||||||
Fair value at grant date (weighted average) # | $ | 1.96 | $ | 2.04 | ||||||
Expected volatility | 49.6% to 66.3 | % | 46.6% to 49.6 | % | ||||||
Risk-free interest rate | 0.13% to 1.6 | % | 1.6% to 2.49 | % | ||||||
Expected dividend (weighted average) | 0 | % | 0 | % | ||||||
Discount for lack of marketability | 20 | % | 20% to 27.5 | % | ||||||
# | The fair value at grant date has been retrospectively restated to reflect the exchange ratio to receive 1.3032888 GHL Ordinary Shares for each GHI Share. |
19 | Revenue |
i) | Revenue streams |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Deliveries | 148 | 5 | (638 | ) | ||||||||
Mobility | 456 | �� | 438 | 9 | ||||||||
Financial services | 27 | (10 | ) | (229 | ) | |||||||
Enterprise and new initiatives | 44 | 36 | 13 | |||||||||
| 675 | 469 | (845 | ) | |||||||||
ii) | Geographic information |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Singapore | 283 | 246 | (30 | ) | ||||||||
Malaysia | 108 | 91 | 92 | |||||||||
Philippines | 81 | 51 | 39 | |||||||||
Thailand | 76 | 57 | (19 | ) | ||||||||
Rest of Southeast Asia | 127 | 24 | (927 | ) | ||||||||
| 675 | 469 | (845 | ) | |||||||||
iii) | Major customers |
20 | Income and expenses |
i) | Other income |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Government grant income | 8 | 18 | 0 | |||||||||
Others | 4 | 15 | 14 | |||||||||
| 12 | 33 | 14 | ||||||||||
ii) | Other expenses |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Impairment of goodwill (Note 6) | 8 | 28 | 28 | |||||||||
Others | 3 | 12 | 2 | |||||||||
| 11 | 40 | 30 | ||||||||||
iii) | Expenses by nature |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Staff costs | 1,019 | 639 | 600 | |||||||||
Operation costs | 462 | 425 | 545 | |||||||||
| Depreciation and amortization | 345 | 387 | 647 | |||||||||
Marketing expenses | 177 | 65 | 111 | |||||||||
Professional fees | 82 | 56 | 60 | |||||||||
21 | Net finance costs |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Interest income under the effective interest method on: | ||||||||||||
- Time deposits | 11 | 28 | 43 | |||||||||
- Cash and cash equivalents | 15 | 14 | 33 | |||||||||
Net change in fair value of financial assets and liabilities | 37 | 0 | 0 | |||||||||
Net foreign exchange gain | 2 | 11 | 9 | |||||||||
Finance income | 65 | 53 | 85 | |||||||||
Financial liabilities measured at amortized cost – interest expense | (1,701 | ) | (1,433 | ) | (1,053 | ) | ||||||
Impairment loss and change in fair value on investment in associates | 0 | (15 | ) | 0 | ||||||||
Net change in fair value of financial assets and liabilities | 0 | (42 | ) | (3 | ) | |||||||
Finance costs | (1,701 | ) | (1,490 | ) | (1,056 | ) | ||||||
Share listing and associated expenses (Note 28) | (353 | ) | 0 | 0 | ||||||||
Net finance costs recognized in profit or loss | (1,989 | ) | (1,437 | ) | (971 | ) | ||||||
22 | Loss per share |
2021 | 2020 (Restated) | 2019 (Restated) | ||||||||||
$ | $ | $ | ||||||||||
Loss for the year | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||
Add: Loss attributable to non-controlling interests | (106 | ) | (137 | ) | (241 | ) | ||||||
Loss for the year attributable to ordinary shareholders | (3,449 | ) | (2,608 | ) | (3,747 | ) | ||||||
Basic weighted-average ordinary shares outstanding | 539,947 | 181,190 | 154,126 | |||||||||
Basic loss per share attributable to ordinary shareholders | (6.39 | ) | (14.39 | ) | (24.31 | ) | ||||||
Diluted loss per share attributable to ordinary shareholders | (6.39 | ) | (14.39 | ) | (24.31 | ) | ||||||
2021 | 2020 (Restated) | 2019 (Restated) | ||||||||||
Convertible redeemable preference shares | 0 | 2,871,351 | 2,576,688 | |||||||||
Warrants (Note 13) | 26,000 | 0 | 0 | |||||||||
Restricted ordinary shares (Note 18) | 32,452 | 0 | 0 | |||||||||
Share options (Note 18) | 53,096 | 114,244 | 115,212 | |||||||||
RSUs (Note 18) | 64,752 | 36,546 | 36,301 | |||||||||
Options to swap the shares in GHL subsidiaries for GHL Class A Ordinary Shares | 47,755 | 0 | 0 | |||||||||
Total | 224,055 | 3,022,141 | 2,728,201 | |||||||||
23 | Related parties |
i) | Transactions with key management personnel compensation |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Short-term employee benefits | 4 | 2 | 2 | |||||||||
Post-employment benefits | 0* | 0* | 0* | |||||||||
Share-based payment | 172 | 24 | 6 | |||||||||
| * | Amount less than $1 million |
ii) | Other related party transactions |
24 | Leases |
i) | As a lessee |
a) | Right-of-use |
Property | Motor vehicles | Total | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Balance at January 1, 2020 | 48 | 1 | 49 | |||||||||
| Depreciation | (29 | ) | (1 | ) | (30 | ) | ||||||
| Additions | 24 | 0* | 24 | |||||||||
| Derecognition | (5 | ) | 0* | (5 | ) | |||||||
Effects of movement in exchange rates | 1 | 0* | 1 | |||||||||
Balance at December 31, 2020 | 39 | 0* | 39 | |||||||||
| * | Amounts less than $1 million |
Property | Motor vehicles | Total | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Balance at January 1, 2021 | 39 | 0* | 39 | |||||||||
| Depreciation | (27 | ) | 0* | (27 | ) | |||||||
| Additions | 100 | 6 | 106 | |||||||||
| Derecognition | 0* | 0* | 0* | |||||||||
| Effects of movement in exchange rates | 0* | 0* | 0* | |||||||||
Balance at December 31, 2021 | 112 | 6 | 118 | |||||||||
| * | Amounts less than $1 million |
b) | Amounts recognized in profit or loss |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Interest on lease liabilities | 5 | 3 | ||||||
Income from sub-leasing right-of-use | (1 | ) | (2 | ) | ||||
Expenses relating to short-term leases | 1 | 1 | ||||||
Expenses relating to leases of low-value assets, excluding short-term leases oflow-value assets | 0* | 0* | ||||||
Expenses relating to variable lease payments not included in the measurement of lease liabilities | 1 | 1 | ||||||
| * | Amount less than $1 million |
c) | Amounts recognized in statement of cash flows |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Total cash outflow for leases | 24 | 30 | ||||||
ii) | As a lessor |
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Not later than one year | 42 | 52 | ||||||
Later than one year and not later than five years | 3 | 33 | ||||||
25 | Financial instruments |
i) | Financial risk management |
| • | credit risk; |
| • | liquidity risk; and |
| • | market risk |
a) | Risk management framework |
b) | Credit risk |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Trade receivables | 8 | 33 | 35 | |||||||||
Loans and advances at amortized cost | 11 | 10 | 15 | |||||||||
Payment cycle receivables | 5 | 3 | 12 | |||||||||
Other receivables | 3 | 11 | (5 | ) | ||||||||
Time deposits | (8 | ) | 8 | 0* | ||||||||
Cash and cash equivalents | 0 | (2 | ) | (1 | ) | |||||||
| 19 | 63 | 56 | ||||||||||
| * | Amount less than $1 million |
Net carrying amount | ||||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Indonesia | 36 | 39 | ||||||
Singapore | 25 | 20 | ||||||
Philippines | 5 | 7 | ||||||
Malaysia | 13 | 6 | ||||||
Vietnam | 7 | 7 | ||||||
Other countries | 9 | 5 | ||||||
| 95 | 84 | |||||||
Weighted average loss rate | Gross carrying amount | Loss allowance | Credit impaired | |||||||||||||
(in $ millions) | % | $ | $ | |||||||||||||
2021 | ||||||||||||||||
Current (not past due) | 2.94 | 70 | (2 | ) | No | |||||||||||
1 – 30 days past due | 10.08 | 17 | (2 | ) | No | |||||||||||
31 – 60 days past due | 20.46 | 10 | (2 | ) | No | |||||||||||
61 – 90 days past due | 50.14 | 5 | (2 | ) | No | |||||||||||
91 – 120 days past due | 55.76 | 4 | (3 | ) | No | |||||||||||
More than 121 days | 98.54 | 11 | (11 | ) | Yes | |||||||||||
| 117 | (22 | ) | ||||||||||||||
Weighted average loss rate | Gross carrying amount | Loss allowance | Credit impaired | |||||||||||||
(in $ millions) | % | $ | $ | |||||||||||||
2020 | ||||||||||||||||
Current (not past due) | 7.48 | 68 | (5 | ) | No | |||||||||||
1 – 30 days past due | 16.65 | 17 | (3 | ) | No | |||||||||||
31 – 60 days past due | 45.85 | 4 | (2 | ) | No | |||||||||||
61 – 90 days past due | 49.32 | 4 | (2 | ) | No | |||||||||||
91 – 120 days past due | 76.74 | 3 | (2 | ) | No | |||||||||||
More than 121 days | 94.57 | 28 | (26 | ) | Yes | |||||||||||
| 124 | (40 | ) | ||||||||||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
At January 1 | 40 | 26 | ||||||
Impairment loss recognized | 8 | 33 | ||||||
Amounts written off | (24 | ) | (20 | ) | ||||
Exchange translation differences | (2 | ) | 1 | |||||
At December 31 | 22 | 40 | ||||||
Carrying amount | ||||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Malaysia | 14 | 2 | ||||||
Singapore | 40 | 9 | ||||||
Thailand | 33 | 11 | ||||||
Philippines | 13 | 7 | ||||||
Indonesia | 2 | 0* | ||||||
Vietnam | 5 | 2 | ||||||
| 107 | 31 | |||||||
| * | Amount less than $1 million |
Weighted average loss rate | Gross carrying amount | Loss allowance | Credit- impaired | |||||||||||||
(in $ millions) | % | $ | $ | |||||||||||||
2021 | ||||||||||||||||
Current (not past due) | 5.37 | 97 | (5 | ) | No | |||||||||||
1 – 30 days past due | 12.84 | 16 | (2 | ) | No | |||||||||||
31 – 60 days past due | 46.53 | 2 | (1 | ) | No | |||||||||||
61 – 90 days past due | 56.23 | 1 | (1 | ) | No | |||||||||||
91 – 120 days past due | 87.43 | 1 | (1 | ) | Yes | |||||||||||
More than 121 days | 91.12 | 1 | (1 | ) | Yes | |||||||||||
| 118 | (11 | ) | ||||||||||||||
Weighted average loss rate | Gross carrying amount | Loss allowance | Credit- impaired | |||||||||||||
(in $ millions) | % | $ | $ | |||||||||||||
2020 | ||||||||||||||||
Current (not past due) | 7.19 | 29 | (2 | ) | No | |||||||||||
1 – 30 days past due | 42.85 | 5 | (2 | ) | No | |||||||||||
31 – 60 days past due | 79.55 | 3 | (2 | ) | No | |||||||||||
61 – 90 days past due | 80.80 | 1 | (1 | ) | No | |||||||||||
91 – 120 days past due | 100.00 | 1 | (1 | ) | Yes | |||||||||||
More than 121 days | 100.00 | 1 | (1 | ) | Yes | |||||||||||
| 40 | (9 | ) | ||||||||||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
At January 1 | 9 | 13 | ||||||
Impairment loss recognized | 11 | 10 | ||||||
Amounts written off | (9 | ) | (14 | ) | ||||
Exchange translation differences | 0* | 0* | ||||||
At December 31 | 11 | 9 | ||||||
| * | Amount less than $1 million |
c) | Liquidity risks |
Contractual cash flows | ||||||||||||||||||||
Carrying amount | Total | Less than 1 year | 1 to 5 years | More than 5 years | ||||||||||||||||
(in $ millions) | $ | $ | $ | $ | $ | |||||||||||||||
2021 | ||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||
Bank loans | 138 | (150 | ) | (74 | ) | (76 | ) | 0 | ||||||||||||
| Term loan | 1,914 | (2,422 | ) | (131 | ) | (2,291 | ) | 0 | ||||||||||||
Trade and other payables | 780 | (780 | ) | (770 | ) | (10 | ) | 0 | ||||||||||||
Lease liabilities | 123 | (197 | ) | (23 | ) | (58 | ) | (116 | ) | |||||||||||
| 2,955 | (3,549 | ) | (998 | ) | (2,435 | ) | (116 | ) | ||||||||||||
2020 | ||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||
Bank loans | 212 | (233 | ) | (136 | ) | (97 | ) | 0 | ||||||||||||
Trade and other payables | 586 | (586 | ) | (585 | ) | (1 | ) | 0 | ||||||||||||
Lease liabilities | 39 | (40 | ) | (19 | ) | (21 | ) | 0* | ||||||||||||
Convertible redeemable preference shares | 10,767 | (15,535 | ) | 0 | (15,535 | ) | 0 | |||||||||||||
| 11,604 | (16,394 | ) | (740 | ) | (15,654 | ) | 0* | |||||||||||||
| * | Amount less than $1 million |
d) | Market risks |
Carrying amount | ||||||||
2021 | 2020 | |||||||
(in $ millions) | $ | $ | ||||||
Fixed-rate instruments | ||||||||
Other investments | 3,178 | 1,282 | ||||||
Cash and cash equivalents | 4,991 | 2,173 | ||||||
CRPS (liability component) | 0 | (10,767 | ) | |||||
Bank loans | (100 | ) | (162 | ) | ||||
Variable-rate instruments | ||||||||
Bank loans | (38 | ) | (50 | ) | ||||
| Term loan | (1,914 | ) | 0 | |||||
ii) | Capital management |
iii) | Accounting classification and fair values |
Carrying amount | Fair value | |||||||||||||||||||||||||||||||
Note | Fair value | Amortized cost | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
(in $ millions) | ||||||||||||||||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Debt investments | 685 | 0 | 685 | 594 | 91 | 0 | 685 | |||||||||||||||||||||||||
Equity investments | 7 | 618 | 0 | 618 | 457 | 0 | 161 | 618 | ||||||||||||||||||||||||
Time deposits | 7 | 0 | 3,178 | 3,178 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trade and other receivables | 8 | 0 | 255 | 255 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Other assets | 9 | 0 | 172 | 172 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Cash and cash equivalents | 10 | 0 | 4,991 | 4,991 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Total | 1,303 | 8,596 | 9,899 | 1,051 | 91 | 161 | 1,303 | |||||||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||||||||||
Term loan | 0 | (1,914 | ) | (1,914 | ) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Warrant liabilities | 13 | (54 | ) | 0 | (54 | ) | (21 | ) | 0 | (33 | ) | (54 | ) | |||||||||||||||||||
Bank loans | 14 | 0 | (138 | ) | (138 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Trade and other payables | 16 | (9 | ) | (771 | ) | (780 | ) | 0 | 0 | (9 | ) | (9 | ) | |||||||||||||||||||
Total | (63 | ) | (2,823 | ) | (2,886 | ) | (21 | ) | 0 | (42 | ) | (63 | ) | |||||||||||||||||||
Carrying amount | Fair value | |||||||||||||||||||||||||||||||
Note | Fair value | Amortized cost | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
(in $ millions) | ||||||||||||||||||||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||||||||||
Financial assets | ||||||||||||||||||||||||||||||||
Debt investments | 250 | 0 | 250 | 228 | 22 | 0 | 250 | |||||||||||||||||||||||||
Equity investments | 7 | 143 | 0 | 143 | 0 | 0 | 143 | 143 | ||||||||||||||||||||||||
Time deposits | 7 | 0 | 1,282 | 1,282 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Trade and other receivables | 8 | 0 | 172 | 172 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Other assets | 9 | 0 | 42 | 42 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Cash and cash equivalents | 10 | 0 | 2,173 | 2,173 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Total | 393 | 3,669 | 4,062 | 228 | 22 | 143 | 393 | |||||||||||||||||||||||||
Financial liabilities | ||||||||||||||||||||||||||||||||
Convertible redeemable preference shares – liability component | 0 | (10,767 | ) | (10,767 | ) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Bank loans | 14 | 0 | (212 | ) | (212 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Trade and other payables | 16 | 0 | (586 | ) | (586 | ) | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Total | 0 | (11,565 | ) | (11,565 | ) | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
iv) | Measurement of fair values |
a) | Valuation techniques and significant unobservable inputs |
Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable inputs | ||||
Assets | ||||||
| Debt investments | Quoted broker prices | Not applicable | Not applicable | |||
| Equity investment | Market comparison technique | Adjusted market multiple | The estimated fair value would increase (decrease) if the adjusted market multiple were higher (lower). | |||
| Warrants | Quoted market prices | Discount for lack of marketability | The estimated fair value would decrease (increase) if the discount for a lack of marketability were higher (lower). | |||
b) | Level 3 fair values |
$ | ||||
(in $ millions) | ||||
At January 1, 2020 | 132 | |||
Net change in fair value (unrealized) | (42 | ) | ||
| Net purchases/ (issuances) | 53 | |||
At December 31, 2020 | 143 | |||
At January 1, 2021 | 143 | |||
Net change in fair value (unrealized) | 35 | |||
| Net purchases/ (issuances) | (59 | ) | ||
At December 31, 2021 | 119 | |||
26 | Operating segments |
i) | Basis for segmentation |
Reportable segments | Operations | |
| Deliveries | Connecting driver-partner and merchant-partner with consumers to create a localized logistics platform, facilitating and performing on-demand and scheduled delivery of a wide variety of daily necessities, includingready-to-eat point-to-point | |
| Mobility | Connecting consumers with rides provided by driver-partners across a wide variety of multi-modal mobility options including private cars, taxis, motorcycles (in certain countries), and shared mobility options, such as carpooling. It also includes vehicle rental to enable driver-partners to be able to offer services through the platform. | |
| Financial services | Digital solutions offered by and with business partners to address the financial needs of driver and merchant partners and consumers, including digital payments, lending, receivables factoring, insurance distribution and wealth management in selected markets. | |
| Enterprise and new initiatives | A growing suite of enterprise offerings including advertising and marketing offerings, and anti-fraud offerings. It also includes other lifestyle services offered by our business partners to consumers including domestic and home services, flights, hotel bookings and subscriptions in certain markets. | |
ii) | Information about reportable segments |
2021 | 2020 | 2019 | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Segment Adjusted EBITDA | ||||||||||||
Deliveries | (130 | ) | (211 | ) | (809 | ) | ||||||
Mobility | 345 | 307 | (194 | ) | ||||||||
Financial services | (349 | ) | (331 | ) | (548 | ) | ||||||
Enterprise and new initiatives | 9 | 9 | (3 | ) | ||||||||
Total reportable Segment Adjusted EBITDA | (125 | ) | (226 | ) | (1,554 | ) | ||||||
Regional corporate costs | (717 | ) | (554 | ) | (683 | ) | ||||||
Net interest income (expenses) | (1,675 | ) | (1,391 | ) | (977 | ) | ||||||
Other income (expenses) | 12 | 10 | 13 | |||||||||
Income tax expenses | (3 | ) | (2 | ) | (7 | ) | ||||||
Depreciation and amortization | (345 | ) | (387 | ) | (647 | ) | ||||||
Stock-based compensation expenses | (357 | ) | (54 | ) | (34 | ) | ||||||
Unrealized foreign exchange loss | (1 | ) | 0* | (4 | ) | |||||||
Impairment losses on goodwill and non-financial assets | (15 | ) | (43 | ) | (60 | ) | ||||||
Fair value changes on investments | 37 | (57 | ) | (3 | ) | |||||||
Restructuring costs | (1 | ) | (2 | ) | (1 | ) | ||||||
Legal, tax and regulatory settlement provisions | (12 | ) | (39 | ) | (31 | ) | ||||||
| Share listing and associated expenses | (353 | ) | 0 | 0 | ||||||||
Consolidated profit or loss after tax | (3,555 | ) | (2,745 | ) | (3,988 | ) | ||||||
| * | Amount less than $1 million |
27 | Business combinations |
28 | Reverse Recapitalization |
| • | the assets and liabilities of GHI recognized and measured in the GHL consolidated financial statements at their carrying amounts immediately prior to the Reverse Recapitalization; |
| • | the retained earnings and other equity balances of GHI recognised in the GHL consolidated financial statements at amounts immediately prior to the Reverse Recapitalization; |
| • | the comparative information presented in the GHL consolidated financial statements are that of GHI Group. |
| • | GHI’s previous shareholders have the largest voting interest in GHL with approximately 90% of the voting interest (refer to Note 11 for a description of the terms of exchange of the GHI shares for GHL shares); |
| • | GHI’s previous shareholders have the right to nominate, appoint and remove the majority of the members on the GHL board of directors; |
| • | GHI’s previous key management personnel are the current key management personnel of GHL; |
| • | The business of GHL is a continuation of the ongoing operations of GHI; and |
| • | GHI is the larger entity, in terms of substantive operations and employee base. |
(in $ millions) | $ | |||||||
Fair value of net assets of AGC comprising | 398 | |||||||
Cash and cash equivalents | 482 | |||||||
Payables | (7 | ) | ||||||
Warrant liabilities | (77 | ) | ||||||
Less: Fair value of consideration comprising: | ||||||||
62.5 million GHL Class A ordinary shares (see Note 11) | (688 | ) | ||||||
| Share listing expenses recognised in profit or loss | (290 | ) | ||||||
| • | the former AGC warrant holders receiving one warrant to purchase a Class A ordinary share in GHL, for each issued and outstanding warrant to acquire ordinary shares in AGC, which has resulted in the issuance of 22million warrants (see Note 13); |
| • | additional capitalization by way of the issuance of GHL shares and warrants to third party investors on December 1, 2021, pursuant to investment commitments in previously agreed subscription agreements in which the investors committed to subscribe for and purchase 404million GHL Class A Ordinary Shares (see Note 11) and 4million GHL warrants (see Note 13) for an aggregate purchase price of $4,040 million; and |
| • | professional services expenditure of $63million incurred to facilitate listing on NASDAQ which, in addition to the $290million described in the table above, has resulted in a total of $353million share listing and associated expenses being recognised in the profit or loss. |
29 | Contingencies and commitments |
i) | Contingencies |
| a) | an internal investigation into potential violations of certain anti-corruption laws relating to the Group’s operations in one of the countries in which it operates. The Group has voluntarily self-reported the potential violations to the U.S. Department of Justice. As at December 31, 2021, in view of the uncertainty of the outcome of this matter, the Group does not consider it to result in a present obligation that will give rise to probable outflow of resources that can be reliably estimated; and |
| b) | a tax audit on matters of withholding tax by the local tax office in one of the countries in which the Group operates. As at December 31, 2021, in view of the uncertainty of the outcome of this matter, the Group does not consider it to result in a present obligation that will give rise to probable outflow of resources that can be reliably estimated. |
ii) | Commitments |
Payments due by period | ||||||||||||
Total | Less than 1 year | 1 to 5 years | ||||||||||
(in $ millions) | $ | $ | $ | |||||||||
Non-cancellable purchase obligations | 544 | 299 | 245 | |||||||||
30 | Subsequent events |
| i) | In January 2022, the Group acquired a ownership interest in Jaya Grocer Holdings Sdn. Bhd. (“Jaya Grocer”), an operator in the premium grocery segment in Malaysia predominantly in the Klang Valley near Kuala Lumpur. Subject to certain terms, the Group will have the option to buy, and the current shareholders will have the option to sell to the Group, the remainingof the ownership interest of Jaya Grocer after the closing of the transaction. The consideration for the acquisition of 75% ownership interest includes $191 million in cash and 8.2 million shares of GHL common stock. The determination of consideration is subject to finalization, as is the resultant accounting. |
| ii) | In February 2022, the entire NCI in AA Holdings Inc. (“AAHI Inc.”), the investment holding company of the subsidiaries offering financial services, was acquired by the Company by way of an exchange of shares through the issuance of GHL Class A ordinary shares. |
