Uber Technologies (UBER) 10-K risk factor changes: FY2021 vs FY2020

- The COVID-19 pandemic and the impact of actions to mitigate the pandemic [removed: has] [added: have] adversely affected and may continue to adversely affect parts of our business.

We expect our operating expenses to increase significantly in the foreseeable future, and we may not achieve [added: or maintain] profitability.

- Our [added: historical] workplace culture and forward-leaning approach created operational, compliance, and cultural challenges and our efforts to address these challenges may not be successful.

We have previously received significant media coverage and negative publicity regarding our brand and reputation, and [removed: a failure] [added: while we have taken significant steps] to rehabilitate our brand and [added: reputation, failure to maintain and enhance our brand and] reputation will cause our business to suffer.

- We may fail to offer autonomous vehicle technologies on our platform, fail to offer such technologies on our platform before our competitors, or such technologies may fail to perform as expected, may be inferior to those [removed: of] [added: offered by] our competitors, or may be perceived as less safe than those [removed: of our] [added: offered by] competitors or non-autonomous vehicles.

- Cyberattacks, [added: including] computer malware, [added: ransomware,] viruses, spamming, and phishing attacks could harm our reputation, business, and operating results.

The [removed: novel] coronavirus (“COVID-19”) pandemic and the impact of actions to mitigate the pandemic [removed: has] [added: have] adversely impacted and could continue to adversely impact our business, financial condition and results of operations.

[removed: In] [added: Since then, in] an attempt to limit the spread of the virus, various [removed: governmental restrictions, including] [added: governments around] the [removed: declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school] [added: world have implemented, lifted,] and [added: in some regions reinstated travel restrictions,] business [removed: closings, quarantines, “shelter at home” orders, restrictions on travel,] [added: restrictions, school closures,] limitations on social or public gatherings, and other [removed: social distancing] measures [added: that] have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the demand for our Mobility offerings globally, and affecting travel behavior and demand.

In addition, certain U.S. jurisdictions have issued emergency orders that require us to cap [removed: fees charged to merchants on Delivery.]

Furthermore, to support social distancing, we [removed: have] temporarily suspended [removed: UberPOOL,] our shared rides [removed: offering, globally.][added: offering globally for approximately one year, and our shared rides offering continues to be temporarily suspended in many regions.]

Furthermore, as a result of the COVID-19 pandemic, we asked that all employees who are able to do so work remotely, and while we have since re-opened certain [added: offices and announced a hybrid return-to-office plan for employees, plans to return to the office may be negatively impacted by ongoing spread of the COVID-19 virus, including positive tests for COVID-19 among some personnel who voluntarily returned to the office; these and any future instances of positive COVID-19 tests of personnel working in our] offices, [removed: it is possible that] [added: as well as] continued widespread remote work arrangements could have a negative impact on our operations, the execution of our business plans, and productivity and availability of key personnel and other employees necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions.

The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak and any future “waves” or resurgences of the outbreak or variants of the virus, both globally and within the United States, the [added: administration, adoption and efficacy of vaccines in the United States and internationally, the] impact on capital and financial markets, [added: the impact on global supply chains,] foreign currencies exchange, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-users’ behaviors, all of which are highly uncertain and cannot be predicted.

In addition, more than [removed: 100,000] [added: 150,000] Drivers in the United States who have entered into arbitration agreements with us have filed (or [removed: expressed an intention to file) arbitration demands against us that assert similar classification claims.]

We have resolved the classification claims of a majority of these Drivers under individual settlement agreements, pursuant to which we have paid approximately [removed: $155] [added: $372] million as of December 31, [removed: 2020.][added: 2021.]

For example, in May 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint [removed: in San Francisco Superior Court] against Uber and Lyft, alleging that drivers are misclassified, and sought an injunction and monetary damages related to the alleged competitive advantage caused by the alleged misclassification of drivers.

[removed: On] [added: In] August [removed: 10,] 2020, [removed: following a hearing on] the [removed: matter, the] San Francisco Superior Court issued a preliminary injunction enjoining Uber and Lyft from classifying drivers as independent contractors during the pendency of the [removed: lawsuit.][added: lawsuit, and while the California Court of Appeal subsequently affirmed the lower court’s ruling, on April 12, 2021, the parties filed a stipulation to dissolve the injunction, which was granted on April 16, 2021.]

[removed: We] [added: Although our stipulation to dissolve the California Attorney General’s preliminary injunction was granted in April 2021, that litigation remains pending, and we] also may face liability relating to periods before the effective date of Proposition 22.

In addition, reclassification of Drivers as employees, workers or quasi-employees where those statuses exist, [added: have and] could lead to groups of Drivers becoming represented by labor unions and similar organizations.

In addition, if we are required to classify Drivers as employees, workers or quasi-employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in our significant and critical accounting policies in the section titled “Critical Accounting [removed: Policies and] Estimates” included in Part [removed: I,] [added: II,] Item 7 of this Annual Report on Form 10-K and Note 1 in the section titled “Notes to the Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report [removed: on Form 10-K.]

[removed: decisions] [added: Another example of a recent judicial decision] relating to Driver classification [removed: include] [added: is] the Aslam, Farrar, Hoy and Mithu v.

[removed: ruling by the Employment Appeal Tribunal in the United Kingdom, subsequently upheld by the UK Supreme Court, that found that those Drivers were workers (rather than self-employed),] [added: Other examples of judicial decisions include] a decision by the French Supreme Court that a driver for a third-party meal delivery service was under a “subordinate relationship” of the service, indicating an employment relationship, a decision by the French Supreme Court that reclassified an UberX Driver as an [removed: employee, and] [added: employee (which has been followed by inconsistent appellate] decisions [added: regarding employee status), decisions] by several Swiss governmental bodies ruling that Drivers should be classified as employees for Swiss social security or regulatory [removed: purposes.][added: purposes, a recent Spanish regulation of food delivery platforms that presumes employment status and a ruling in September 2021 by a Netherlands court that Mobility Drivers are employees within the meaning of the taxi collective bargaining agreement.]

Consumers have a propensity to shift to the lowest-cost or highest-quality provider; Drivers have a propensity to shift to the platform with the highest earnings potential; restaurants [added: and other merchants] have a propensity to shift to the delivery platform that offers the lowest service fee for their meals and [added: other goods and] provides the highest volume of orders; and shippers and carriers have a propensity to shift to the platform with the best price and most convenient service for hauling shipments.

We also compete with other ridesharing companies, including certain of our minority-owned affiliates, for Drivers and riders, including Lyft, [removed: OLA,] [added: Ola,] Didi, [added: Grab,] Bolt, and our Yandex.Taxi joint venture.

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for Drivers, consumers, and merchants, including [removed: GrubHub,] DoorDash, Deliveroo, Glovo, [added: Instacart, Gopuff,] Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.

Our Delivery offering also competes with restaurants, including those that offer their own delivery and/or [removed: take-away (such as Domino’s),] [added: take-away,] meal kit delivery services, grocery delivery services, and traditional grocers.

[removed: In] [added: For example, in] January 2021, we completed the [removed: sale] [added: merger] of [removed: Apparate USA LLC,] our [removed: subsidiary focused on the development and commercialization of] autonomous [removed: vehicles technologies, to Aurora Innovation, Inc. (“Aurora”)] [added: technologies business with Aurora,] and [removed: made] [added: included] a $400 million [removed: cash] investment in [removed: Aurora] [added: the combined company] and [removed: entered into] a [removed: collaboration] [added: commercial] agreement [removed: with Aurora] pursuant to which [removed: the parties] [added: we and Aurora] will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing [removed: network (the “ATG Transactions”).]

[added: In addition, future competitors may] share in the effective benefit of any regulatory or governmental approvals and litigation victories we may achieve, without having to incur the costs we have incurred to obtain such benefits.

We are contractually restricted from competing with our minority-owned affiliates with respect to certain aspects of our business, including in China through August 2023, Russia/CIS through February 2025, Southeast Asia through the later of March 2023 or one year after we dispose of all interests in Grab, India with respect to meal delivery through January 2023, [added: and] the United States, Canada, Australia, New Zealand and certain parts of Europe with respect to e-bikes and e-scooters through May 2023, [removed: the European Economic Area (the “EEA”) with respect to digital freight forwarding through April 2023, and the United States with respect to electric vertical take-off and landing (“eVTOL”) aircraft through January 2023,] while none of our minority-owned affiliates are restricted from competing with us anywhere in the world.

[removed: In addition, we are contractually restricted from competing with some of our] majority-owned affiliates with respect to certain aspects of our business, including competing against Uber Freight with respect to freight [removed: brokerage, and competing against Cornershop with respect to online grocery delivery.][added: brokerage.]

Additionally, if we are unable to obtain regulatory approval of our acquisitions, we may not ultimately consummate [removed: the transaction in] such [added: acquisitions or may consummate them only in] jurisdictions where antitrust approval is [removed: not] obtained.

Any such [removed: divestiture] [added: remedies] could [removed: bring] [added: result in] additional competition [removed: to these] [added: in some or all] markets.

To remain competitive in certain markets, we have in the past lowered, [removed: are currently lowering,] and may continue to lower, fares or service fees, and we have in the past offered, and may continue to offer, significant Driver incentives and consumer discounts and promotions, which has adversely affected and may continue to adversely affect our financial performance.

To remain competitive in certain markets and generate network scale and liquidity, we have in the past lowered, and [removed: expect in the future to] [added: may] continue to lower, fares or service fees, and we have offered and [removed: expect to] [added: may] continue to offer significant Driver incentives and consumer discounts and promotions.

At times, in certain geographic markets, we have offered, and [removed: expect to] [added: may] continue to offer, Driver incentives that cause the total amount of the fare that a Driver retains, combined with the Driver incentives a Driver receives from us, to increase, at times meeting or exceeding the amount of Gross Bookings we generate for a given Trip.

For example, [removed: recent] changes we have made in California to the information that Drivers see in the application, as well as pricing and offer structure changes, [removed: have] adversely impacted usage of the application.

Moreover, certain of our stockholders, including SoftBank [removed: (our largest] [added: (a large] stockholder), have made substantial investments in certain of our competitors and may increase such investments, make new investments in other competitors, or enter into strategic transactions with competitors in the future.

Ridesharing and [added: certain] other categories in which we compete are [added: relatively] nascent, and we cannot guarantee that they will stabilize at a competitive equilibrium that will allow us to achieve profitability.

We expect our operating expenses to increase significantly in the foreseeable future, and we may not achieve [added: or maintain] profitability.

We incurred operating losses of [removed: $3.0 billion,] $8.6 [added: billion, $4.9] billion and [removed: $4.9] [added: $3.8] billion in the years ended December 31, [removed: 2018, 2019] [added: 2019, 2020] and [removed: 2020,] [added: 2021,] and as of December 31, [removed: 2020,] [added: 2021,] we had an accumulated deficit of [removed: $23.1] [added: $23.6] billion.

We [removed: anticipate that we will] [added: may] continue to incur losses in the near term as a result of [removed: expected] substantial increases in our operating expenses, as we continue to invest in order to: increase the number of Drivers, consumers, merchants, shippers, and [added: carriers using our platform through incentives, discounts, and promotions; expand within existing or into new markets; increase our research and development expenses; expand marketing channels and operations; hire additional employees; and add new products and offerings to our platform.]

- We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted.

- We have made climate related commitments that require us to invest significant effort, resources, and management time and circumstances may arise, including those beyond our control, that may require us to revise the contemplated timeframes for implementing these commitments.

Even as such restrictions are being lifted and many regions around the world are making progress in their recovery from the pandemic, end-user behavior and demand for our Mobility offering may not recover to pre-pandemic levels.

Furthermore, we are experiencing and expect to continue to experience Driver supply constraints, and such supply constraints have been and may continue to be impacted by concerns regarding the COVID-19 pandemic, and we cannot predict when Driver supply levels will return to pre-pandemic levels.

Additionally, the recent surge of COVID-19 primarily related to the rise of the Omicron variant in many markets in the United States and globally has affected and may continue to affect, among other things, travel and result in other COVID-19 related advisories and restrictions and may adversely affect both Driver supply and consumer demand for our Mobility offering.

fees charged to merchants on Delivery.

expressed an intention to file) arbitration demands against us that assert similar classification claims.

For example, California’s Assembly Bill 5 became effective as of January 1, 2020.

Legal challenges to Proposition 22 have been and may continue to be filed.

ruling by the Employment Appeal Tribunal in the United Kingdom, subsequently upheld by the UK Supreme Court, that found that the plaintiff Drivers were workers (rather than self-employed).

Subsequent to the UK Supreme Court’s ruling, we announced that we will treat all UK drivers as “workers” under UK labor law, going forward.

Pursuant to this change, Mobility drivers that use our platform will earn at least the National Living Wage for time spent actively working and be paid holiday pay, and eligible drivers will be enrolled into a pension plan.

For example, in May 2021, we formally recognized a UK driver union.

on Form 10-K.

In addition, we are contractually restricted from competing with some of our

Further, in order to obtain regulatory approval of acquisitions, we may be required to divest all or part of our or the target company’s operations or agree to other remedies.

the United States, Middle East, North Africa, and Pakistan in the future.

Furthermore, operating a motor vehicle is inherently dangerous.

In addition, the growth of our Delivery offering has led to an increase in Couriers on two wheel vehicles such as scooters and bicycles, who are more vulnerable road users and face a more severe level of injury in the event of a collision than that faced while driving in a vehicle.

For example, urban hazards such as unpaved or uneven roadways increase the risk and severity of potential injuries.

In addition, Couriers, in particular those on two wheel vehicles predominantly in metropolitan areas, need to share, navigate, and at times contend with narrow and heavily congested roads occupied by cars, buses and light rail, especially during “rush” hours, all of which heighten the potential risk of injuries or death.

Because such

Our growth strategy has also included the divestment of certain lines of businesses in its entirety, and not just in certain jurisdictions, and instead partnering and investing in our competitors in those lines of businesses.

To the extent these businesses are or become publicly traded companies, volatility or fluctuations in the stock price of such companies could adversely impact our financial results.

For example, in connection with Aurora’s November 2021 initial public offering, we are subject to a 4-year lock-up with respect to our shares in Aurora.

network.

Our employees have been working from home for almost two years in light of the COVID-19 pandemic, and although we announced our “return to office” plan, which includes shifting to a hybrid model where employees have flexibility to work from home, we have not yet set a return-to-office-date in light of the dynamic nature of the pandemic.

A hybrid model may create challenges, including challenges maintaining our corporate culture, increasing attrition or limiting our ability to attract employees if individuals prefer to continue working full time at home or in the office, or if there are instances of COVID-19 at the office.

Prolonged remote work, as well as COVID-19 more generally, introduced new dynamics into the households of many of our employees, including struggling with work-life balance and feelings of stress and social isolation, and we experienced higher levels of attrition.

Further, the equity incentives we currently use to attract,

Gross Bookings.

Because of our prominence, the

In addition, our release of new software in the past has inadvertently caused, and may in the future cause, interruptions in the availability or functionality of our platform.

We are subject to climate change risks, including physical and transitional risks, and if we are unable to manage such risks, our business may be adversely impacted.

We face climate change related physical and transition risks, which include the risk of market shifts toward electric vehicles (“EVs”) and lower carbon business models and risks related to extreme weather events or natural disasters.

Climate-related events, including the increasing frequency, severity and duration of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business, our third-party suppliers, and the business of merchants, shippers, carriers and Drivers using our platform, and may cause us to experience higher losses and additional costs to maintain or resume operations.

Additionally, we are subject to emerging climate policies such as a regulation adopted in California in May 2021 requiring 90% of vehicle miles traveled by rideshare fleets in California to have been in zero emission vehicles by 2030, with interim targets beginning in 2023.

In addition, Drivers may be subject to climate-related policies that indirectly impact our business, such as the Congestion Charge Zone and Ultra Low Emission Zone schemes adopted in London that impose fees on drivers in fossil-fueled vehicles, which may impact our ability to attract and maintain Drivers on our platform, and to the extent we experience Driver supply constraints in a given market, we may need to increase Driver incentives.

We have made climate related commitments that require us to invest significant effort, resources, and management time and circumstances may arise, including those beyond our control, that may require us to revise the contemplated timeframes for implementing these commitments.

We have made climate related commitments, including our commitment to 100% renewable electricity for our U.S. offices by 2025, our commitment to net zero climate emissions from corporate operations by 2030, and our commitment to be a net zero company by 2040.

In addition, we announced and implemented several COVID-related initiatives during the first quarter of 2020, including a financial assistance program for Drivers, as well as a commitment to provide 10 million free rides and food deliveries to healthcare

workers, seniors, and others in need.

In addition, in response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its impact on our business, in May 2020 we announced reductions in workforce of approximately 6,700 full-time employee roles.

Although the FDA approved the first two vaccines for COVID-19 in December 2020 and other countries have also approved vaccines, at this time, we cannot predict the timing of widespread adoption of vaccines against COVID-19 in the United States or internationally, nor their potential impact on our lines of business.

For example, in 2020, we paid $20 million (pursuant to a settlement agreement entered into in 2019) to settle

class actions in which Drivers who contracted with us in California and Massachusetts but with whom we had not entered into arbitration agreements, sought damages against us based on misclassification, among other claims.

For example, California’s Assembly Bill 5 codified application of what has been commonly referred to as the “ABC Test” to the entire California Labor Code, California Wage Orders, and the Unemployment Insurance Code and became effective as of January 1, 2020.

We appealed the decision and sought a stay of the preliminary injunction.

On August 20, 2020, the California Court of Appeal granted an emergency stay of the injunction while an expedited appeal of the preliminary injunction decision is considered.

On October 22, 2020, the California Court of Appeal affirmed the lower court’s ruling and held that we must comply with the preliminary injunction order no later than 30 days after the case is returned to the trial court.

We filed a Petition for Review to the California Supreme Court on December 1, 2020, which was denied.

Although we do not expect that the California Attorney General’s preliminary injunction will go into effect, that litigation remains pending, and we intend to move to dissolve the preliminary injunction.

In addition, in January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied.

The same drivers and labor union have since filed a similar challenge in California Superior Court, and it is possible that other legal challenges to Proposition 22 could be filed.

We cannot predict whether legislation similar to Assembly Bill 5 may be enacted elsewhere.

Other examples of recent judicial

In May 2020, we divested certain assets of our dockless e-bikes and scooters business to Lime and concurrently entered into a commercial partnership with Lime.

In December 2020, we announced that we entered into a definitive agreement in connection with the ATG Transactions.

In addition, future competitors may

Further, in all or such jurisdictions where antitrust approval has not been granted, we may be required to divest all or part of our or the target company’s operations.

carriers using our platform through incentives, discounts, and promotions; expand within existing or into new markets; increase our research and development expenses; expand marketing channels and operations; hire additional employees; and add new products and offerings to our platform.

we continue to experience dissatisfaction with our platform from a significant number of Drivers.

safety incidents claimed to have occurred on our platform in the United States.

If we are unable to expand our operations and hire additional qualified personnel in an efficient manner, or if our operational technology is insufficient to reliably

If

For example, in January 2020, we completed our acquisition of Careem in jurisdictions where we have received regulatory approval, and in October 2019, we announced a majority investment in Cornershop, a provider of online grocery delivery in Mexico and Chile, and closed such investment as to Chile in July 2020 and as to Mexico in January 2021.

Each of Didi, Grab and our Yandex.Taxi joint venture operates ridesharing, meal delivery, and related logistics businesses in their primary markets in China, Southeast Asia, and Russia/CIS, respectively, Lime operates an e-bikes and e-scooters in the United States, Canada and parts of Europe, Asia, Latin America, Australia and New Zealand, and Zomato operates a meal delivery business in India.

Further, in January 2021, we completed the ATG Transactions, which resulted in our ATG business merging with Aurora, an entity in which we are not represented on the management team and in which we do not have a controlling influence on the board.

While we are not prohibited from transferring our shares in Didi or Grab, the transferability of such shares are subject to both a right of first refusal and a co-sale right in favor of certain shareholders of each of Didi and Grab.

For example, if we were deemed an

In addition, circumstances that have accelerated the growth of our

In August 2019, New York City issued a regulation to limit how much time drivers providing ride-hailing services can spend cruising streets in busy areas of Manhattan without passengers.

In December 2019, a New York state judge struck down this regulation, which was to come into effect in February 2020.

New York City is appealing this ruling.

In January 2021, we completed the ATG Transactions, which resulted in the merger of our ATG business with Aurora, and included a $400 million investment in the combined company and a commercial agreement pursuant to which we will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing network.

For example, in 2018, we redesigned our Driver application with features that better anticipate Driver needs, such as improved real-time communication and updates on the availability of riders and consumers and the pricing of fares and deliveries, and we acquired orderTalk to better integrate Delivery with restaurant point-of-sale systems.

For example, as a result of an error with one of our routine maintenance releases in February 2018, we experienced an outage on our platform for 28 minutes, resulting in Drivers, consumers, merchants, shippers, and carriers being unable to log on to our platform in major cities, including Las Vegas, Atlanta, New York, and Washington D.C. In addition, our release of new software in the past has inadvertently caused, and may in the future cause, interruptions in the availability or functionality of our platform.

to liability, which could adversely affect our business, financial condition, and operating results.

Our systems do not provide

In addition, we have agreed to issue up to $423 million of Careem Convertible Notes to Careem stockholders.

We are a technology platform that uses a massive network, leading technology, operational [removed: excellence] [added: excellence,] and product expertise to power movement from point A to point B.

We connect consumers with providers of ride [removed: services, merchants and food delivery] services [added: and merchants] as well as [removed: public transportation networks.][added: delivery service providers for meal preparation, grocery and other delivery services.]

We use this same network, technology, operational [removed: excellence] [added: excellence,] and product expertise to connect shippers with carriers in the freight industry.

In March 2020, the World Health Organization declared the outbreak of [removed: the] coronavirus [removed: disease] (“COVID-19”) a pandemic.

The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting Drivers, [removed: Delivery People,] Merchants, consumers and business partners, as well as our business, results of operations, financial [removed: position] [added: position,] and cash flows.

Various governmental restrictions, including the declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, [removed: “shelter at home” orders,] restrictions on travel, limitations on social or public gatherings, and other [removed: social distancing] measures [removed: have had,] [added: have,] and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for Mobility rides.

For additional [removed: information on impairment charges, refer to] [added: information, see] Note 3 [removed: -] [added: –] Investments and Fair Value Measurement [removed: and Note 7 – Goodwill and Intangible Assets in the notes to the consolidated financial statements] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

We continue to prioritize the health and safety of our consumers, Drivers and [removed: Merchants] [added: Merchants, our employees] and the communities we [removed: serve.][added: serve and continue to believe we will play an important role in the economic recovery of cities around the globe.]

The pandemic has reduced the demand for our Mobility offering [removed: globally.][added: globally, while accelerating the growth of our Delivery offerings.]

To comply with social distancing guidelines of national, state and local governments, we have temporarily suspended [removed: UberPOOL,] our shared [added: rides] Mobility [removed: offering, globally] [added: offering in most markets,] and implemented “leave at door” delivery options for Delivery offerings.

Additionally, we have asked that all employees who are able to do [removed: so] [added: so, to] work remotely.

While we continue to assess the impact from the COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial [removed: position] [added: position,] and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, any future waves or resurgences of the virus, variants of the virus, the [removed: timing of widespread] [added: administration,] adoption [added: and efficacy] of vaccines [removed: against] [added: in] the [removed: virus,] [added: United States and internationally,] additional actions that may be taken by governmental authorities, the further impact on the business of Drivers, Merchants, consumers, and business partners, and other factors identified in Part I, Item 1A.

We are involved in numerous legal proceedings globally, including putative class and collective class action lawsuits, demands for arbitration, charges and claims before administrative agencies, and investigations or audits by labor, social [added: security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors.]

Although [removed: we do not expect that] [added: our stipulation to dissolve] the California Attorney General’s preliminary injunction [removed: will go into effect, litigation asserting that Assembly Bill 5 requires Drivers] [added: was granted] in [removed: California to be classified as employees, including the California Attorney General’s suit,] [added: April 2021, that litigation] remains pending, and we [added: also] may face liability relating to periods before the effective date of Proposition 22.

Also of note, on October 28, 2015, a claim by 25 Drivers, including Mr. Y. Aslam and Mr. J. Farrar, was brought in the UK Employment Tribunal against us asserting that they should be classified as “workers” (a separate category between independent [removed: contractors and employees) in the UK rather than independent contractors.]

For a discussion of risk factors related to how misclassification challenges may impact our business, result of operations, financial position and operating condition and cash flows, see the risk factor titled “-Our business would be adversely affected if Drivers were classified as employees, workers or quasi-employees” included in Part I, Item 1A, “Risk Factors”, and Note 15 [removed: -] [added: –] Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

In addition, if we are required to classify Drivers as employees, this may impact our current financial statement presentation including revenue, cost of revenue, incentives and promotions as further described in [removed: our significant and critical accounting policies in] Note 1 [removed: -] [added: –] Description of Business and Summary of Significant Accounting Policies in the notes to the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” and the section titled “Critical Accounting [removed: Policies and] Estimates” in Part II, Item 7, of this Annual Report on Form 10-K.

| | | | | | | Year Ended December 31, | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| *(In millions, except percentages)* | | | | | | [removed: 2018 | | | | | | 2019 | | | | | |] 2020 | | | | | | [removed: 2018 to 2019 % Change] [added: 2021] | | | | | | [removed: 2019] [added: 2020] to [removed: 2020] [added: 2021] % Change | | | | | | [removed: 2019] [added: 2020] to [removed: 2020] [added: 2021] % [removed: Change (Constant Currency (1))] [added: Change] | | |

| Monthly Active Platform Consumers (“MAPCs”) (2), (3) | | | | | | [removed: 91 | | | | | | 111 | | | | | |] 93 | | | | | | [removed: 22] [added: 118] | | [removed: %] | | | | [removed: (16)] [added: 27] | | % | | | | | | |

| Trips (2) | | | | | | [removed: 5,220 | | | | | | 6,904 | | | | | |] 5,025 | | | | | | [removed: 32] [added: 6,368] | | [removed: %] | | | | [removed: (27)] [added: 27] | | % | | | | | | |

| Gross Bookings (2) | | | | | | $ | [removed: 49,799 | | | | | $ | 65,001 | | | | | $ |] 57,897 | | | | | [removed: 31] [added: $] | [added: 90,415] | [removed: %] | | | | [removed: (11)] [added: 56] | | % | | | | [removed: (9)] [added: 53] | | % |

| Revenue [removed: (4)] | | | | | | $ | [removed: 10,433 | | | | | $ | 13,000 | | | | | $ |] 11,139 | | | | | [removed: 25] [added: $] | [added: 17,455] | [removed: %] | | | | [removed: (14)] [added: 57] | | % | | | | [removed: (13)] [added: 54] | | % |

| Net [removed: income (loss)] [added: loss] attributable to Uber Technologies, Inc. [removed: (5) | | | | | | $ | 997 | | | | | $] [added: (4)] | [removed: (8,506)] | | | | | $ | (6,768) | | | | | [added: $] | [added: (496)] | | | | | [removed: 20] [added: 93] | | % | | | | | | |

| Mobility Adjusted EBITDA | | | | | | $ | [removed: 1,541 | | | | | $ | 2,071 | | | | | $ |] 1,169 | | | | | [removed: 34] [added: $] | [added: 1,596] | [removed: %] | | | | [removed: (44)] [added: 37] | | % | | | | | | |

| Delivery Adjusted EBITDA | | | | | | $ | [removed: (601) | | | | | $ | (1,372) | | | | | $ |] (873) | | | | | [removed: (128)] [added: $] | [added: (348)] | [removed: %] | | | | [removed: 36] [added: 60] | | % | | | | | | |

| Adjusted EBITDA (1), (2) | | | | | | $ | [removed: (1,847) | | | | | $ | (2,725) | | | | | $ |] (2,528) | | | | | [removed: (48)] [added: $] | [added: (774)] | [removed: %] | | | | [removed: 7] [added: 69] | | % | | | | | | |

[removed: Refer] [added: (1) For further information, refer] to Note 1 [removed: -] [added: –] Description of Business and Summary of Significant Accounting Policies [added: in the notes] to [removed: our] [added: the] consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form [removed: 10-K for further information on the change in accounting policy.][added: 10-K.]

[removed: (5)] [added: (4)] Net [removed: income (loss)] [added: loss] attributable to Uber Technologies, Inc. includes stock-based compensation expense of [removed: $172 million, $4.6 billion and] $827 million [added: and $1.2 billion] during the years ended December 31, [removed: 2018, 2019] [added: 2020] and [removed: 2020,] [added: 2021,] respectively.

Highlights for [removed: 2020][added: 2021]

Overall Gross Bookings [removed: declined] [added: increased] by [removed: $7.1] [added: $32.5] billion in [removed: 2020, down 11%,] [added: 2021, up 56%,] or [removed: 9%] [added: 53%] on a constant currency basis, compared to [removed: 2019.][added: 2020.]

Delivery Gross Bookings grew [removed: 110%] [added: 66%] from [removed: 2019,] [added: 2020,] on a constant currency basis, [removed: outpacing Delivery Trip growth driven by a 32%] [added: due to an] increase in [added: food delivery orders and higher] basket sizes [removed: globally driven by] [added: as a result of] stay-at-home order demand related to [removed: COVID-19.][added: COVID-19, as well as continued expansion across U.S. and international markets.]

Net loss attributable to Uber Technologies, Inc. was [removed: $6.8 billion,] [added: $496 million,] a [removed: 20%] [added: 93%] improvement year-over-year, [removed: reflecting] [added: driven by a $1.6 billion pre-tax gain on the sale of our ATG Business to Aurora, a $1.6 billion pre-tax net benefit relating to Uber’s equity investments, as well as] reductions in our fixed cost [removed: structure, as well as] [added: structure and] increased variable cost [removed: efficiencies, and included $827 million of stock-based compensation expense.][added: efficiencies.]

Additionally, Delivery Adjusted EBITDA loss of [removed: $873] [added: $348] million, improved [removed: $499] [added: $525] million and Delivery Adjusted EBITDA margin as a percentage of Delivery [removed: Revenue] [added: Gross Bookings] improved to [removed: (22.4)%] [added: (0.7)%] from [removed: (97.9)%,] [added: (2.9)%,] compared to [removed: 2019.][added: 2020.]

We ended the year with [removed: $6.8] [added: $4.3] billion in [removed: cash,] cash [removed: equivalents] and [removed: short-term investments.][added: cash equivalents.]

For additional information, see Note 19 [removed: -] [added: –] Divestitures included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional [removed: information,] [added: detail related to our debt obligations,] see [removed: Note 8 -] [added: “Note 7 –] Long-Term Debt and Revolving Credit [removed: Arrangements] [added: Arrangements” to our consolidated financial statements] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form [removed: 10-K][added: 10-K.]

For additional information, see Note [removed: 17 - Non-Controlling Interests] [added: 19 – Divestitures] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

[removed: Sale of ATG Business][added: *ATG Business to Aurora*]

On [removed: December 7, 2020,] [added: January 19, 2021,] we [removed: announced] [added: completed] the [added: previously announced] sale of Apparate USA LLC [removed: (“ATG Business”] [added: (“Apparate”] or [removed: “Apparate”), our] [added: the “ATG Business”), a] subsidiary focused on the development and commercialization of autonomous vehicle [removed: technologies,] [added: technology,] to Aurora Innovation, Inc. (“Aurora”).

*We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented.

Refer to Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021, for reference to discussion of the fiscal year ended December 31, 2019, the earliest of the three fiscal years presented.*

Uber also connects consumers with public transportation networks.

Furthermore, we are experiencing and expect to continue to experience Driver supply constraints, and such supply constraints have been and may continue to be impacted by concerns regarding the COVID-19 pandemic.

As vaccination rates increase in the United States, we are observing that consumer demand for Mobility is recovering faster than driver availability, and consumer demand for Delivery continues to exceed Courier availability.

During the first half of 2021, we announced that we are increasing investments in driver incentives to improve driver availability in the near-term.

Proposition 22 went into effect in December 2020.

In January 2021, a petition was filed with the California Supreme Court by several drivers and a labor union alleging that Proposition 22 is unconstitutional, which was denied.

The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the court ruled that Proposition 22 is unconstitutional.

On September 21, 2021, the State of California filed an appeal of that decision with the California Court of Appeal, and the Protect App-Based Drivers and Services has also filed an appeal.

contractors and employees) in the UK rather than independent contractors.

Subsequently, we initiated a historical claims settlement process for UK drivers.

On March 16, 2021, we announced that more than 70,000 drivers in the UK will be treated as workers, earning at least the National Living Wage when driving with Uber.

They will also be paid for holiday time and all those eligible will be automatically enrolled into a pension plan.

We have also completed a settlement process with drivers in the UK to proactively resolve historical claims relating to their classification under UK law.

On June 23, 2021, we received a compliance notice from the UK pension regulator to facilitate our auto-enrollment implementation.

The pension regulator has confirmed that Uber will be required to pay historic company contributions, but that we are not required to pay the driver component of historic pension contributions unless we fail to comply in which case the amount equivalent to those contributions would be payable as a penalty.

We have completed the enrollment of eligible drivers in the UK into a pension plan.

Our portal for drivers to register for a settlement of historical holiday pay and national minimum wage liabilities closed on July 22, 2021 and we have extended offers to all drivers eligible for settlement who are not already represented by an attorney and have made payments to the drivers who accepted our offers.

We are currently in mediation with the drivers who are represented by one of three law firms who represent large cohorts of drivers.

Compensation hearings will take place in 2022 for claimants who have not settled their historic claims, where the tribunal will assess our position on the correct approach to working time.

In September 2021, a Netherlands court ruled that Mobility drivers are employees within the meaning of the taxi collective bargaining agreement.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Constant Currency (1) | | |

Additionally, we saw an increase in Delivery revenue resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, where we are primarily responsible for delivery services and pay Couriers for services provided.

Mobility Gross Bookings grew 36%, on a constant currency basis, from 2020, due to increases in Trip volumes as the business recovers from the impacts of COVID-19.

Revenue was $17.5 billion, or up 57% year-over-year, reflecting the overall growth in our Delivery business and an increase in Freight revenue attributable to the acquisition of Transplace in the fourth quarter of 2021 as well as growth in the number of shippers and carriers on the network combined with an increase in volumes with our top shippers.

Adjusted EBITDA loss was $774 million, improving $1.8 billion from 2020 with Mobility Adjusted EBITDA profit of $1.6 billion.

Other Developments for 2021

*Remaining Interests in Cornershop*

In August 2021, we completed the acquisition of the remaining 45% ownership interest in Cornershop Cayman (“Cornershop”), or 47%, on a fully-diluted basis, in an all-stock transaction.

*Drizly*

On October 12, 2021, we completed the acquisition of 100% ownership interest in The Drizly Group, Inc. (“Drizly”), an on-demand alcohol marketplace in North America, allowing us to expand alcohol offerings in our Delivery business.

*Transplace*

On November 12, 2021, we completed the acquisition of 100% ownership interest in Tupelo Parent, Inc. (“Transplace”), a leading transportation management and third-party logistics provider in North America.

The acquisition of Transplace is expected to allow us to expand our Uber Freight business through Transplace’s expertise in transportation management.

As a result, our controlling interest and the non-controlling interests in the ATG Business were settled, and ownership of the ATG Business transferred to Aurora.

Other Developments

The significant adverse changes in the economic and market conditions resulting from COVID-19 triggered the recognition of pre-tax impairment charges of $1.7 billion in the first quarter of 2020, principally relating to our investment in Didi.

As one of the world’s largest platforms for work, we continue to believe that we will play an important role in the economic recovery of cities around the globe.

In addition, to support those whose earning opportunities have been depressed as a result of the COVID-19 pandemic, as well as communities hit hard during this unprecedented period, we announced and implemented several initiatives during the first quarter of 2020, including a financial assistance program, for Drivers who are impacted by the pandemic, as well as personal protective equipment disbursement.

security, and tax authorities that claim that Drivers should be treated as our employees (or as workers or quasi-employees where those statuses exist), rather than as independent contractors.

Proposition 22 went into effect in December 2020 and we expect that Drivers will be able to maintain their status as independent contractors under California law and that we and our competitors will be required to comply with the provisions of Proposition 22.

In addition, we expect to be subject to related pension contributions, which will require separate engagement with the UK pension regulator, but the ultimate resolution of this matter, including the amount of any exposure is uncertain.

The 2018 MAPCs exclude the impact of our 2018 Divested Operations, defined as operations in (i) Southeast Asia prior to the sale of those operations to Grab and (ii) Russia/CIS prior to the formation of our Yandex.Taxi joint venture.

(4) Our previously reported revenue in 2018 and 2019 has been retrospectively adjusted to reflect the implementation of the new accounting presentation policy.

Percentage not meaningful.

Mobility Gross Bookings declined 44%, on a constant currency basis, year-over-year from 2019, and ended the fourth quarter down 47%, on a constant currency basis, showing continued recovery from the second quarter year-over-year decline of 73% year-over-year, on a constant currency basis.

Revenue was $11.1 billion, or down 14% year-over-year, reflecting the impact of COVID-19 on our Mobility business, partially offset by overall growth in our Delivery business.

Revenue improved every quarter from the second quarter of 2020, with a Take Rate of 19.2% in 2020.

Adjusted EBITDA loss was $2.5 billion, improving $197 million from 2019 with Mobility Adjusted EBITDA profit of $1.2 billion, despite Mobility Gross Bookings decline of 44%, on a constant currency basis.

2020 Significant Developments

*Careem*

On January 2, 2020, we completed the acquisition of substantially all of the assets of Careem Inc. (“Careem”).

Dubai-based Careem was founded in 2012, and provides primarily ridesharing and, to a lesser extent, meal delivery, and payments services to millions of users in cities across the Middle East, North Africa, and Pakistan.

*Cornershop*

On July 6, 2020, we completed our purchase of a controlling interest in Cornershop Cayman (“Cornershop”) in all jurisdictions where we received regulatory approval or did not require regulatory approval.

In January 2021, we obtained regulatory approval in Mexico.

Cornershop operates an online grocery delivery platform primarily in Chile and Mexico.

*Routematch*

On July 14, 2020, we acquired 100% of the equity of Routematch, a software company offering specialized software and solutions to transit agencies, serving customers in the United States and Australia.

The acquisition is expected to accelerate our development in the transit space.

*Postmates*

On December 1, 2020, we completed the acquisition of Postmates, Inc. (“Postmates”), an on-demand delivery platform in the United States.

The acquisition brings together our global Mobility and Delivery platform with Postmates’ distinctive delivery business in the United States.

*Uber Eats India to Zomato*

On January 21, 2020, we entered into a definitive agreement and completed the divestiture of Uber’s food delivery operations in India (“Uber Eats India”) to Zomato Media Private Limited (“Zomato”) in exchange for (i) compulsorily convertible cumulative preference shares of Zomato representing, when converted, 9.99% of the total voting capital of Zomato and (ii) a non-interest bearing note receivable to be repaid over the course of four years for reimbursement by Zomato of goods and services tax.

*JUMP and Investment in Lime*

On May 7, 2020, we entered into a series of transactions and agreements with Neutron Holdings, Inc. dba Lime (“Lime”) including the divestiture of certain assets of our dockless e-bikes and e-scooters business and operations operated as JUMP, which was included in our New Mobility offering.

Note Issuances and Redemption

*Issuance of 2025 Senior Notes*

In May 2020, we issued five-year notes with an aggregate principal amount of $1.0 billion due on May 15, 2025 (the “2025 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

*Issuance of 2028 Senior Notes*

In September 2020, we issued eight-year notes with an aggregate principal amount of $500 million due on January 15, 2028 (the “2028 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

*Redemption of 2023 Senior Notes*

On October 2020, the net proceeds from the 2028 Senior Notes, along with cash on hand, were used to redeem all of our outstanding 2023 Senior Notes.

*Issuance of 2025 Convertible Notes*

In December 2020, we issued $1.15 billion aggregate principal amount of 0% convertible senior notes due in 2025 (the “2025 Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.

Our exposures to market risk for changes in interest rates relate primarily to our [removed: 2016] [added: 2025 Refinanced] Term Loan [removed: Facility] and [removed: our 2018] [added: 2027 Refinanced] Term Loan [removed: Facility.][added: Facilities.]

The [removed: 2016 Term Loan Facility] [added: 2025] and [removed: 2018] [added: 2027 Refinanced] Term Loan [removed: Facility are] [added: Facilities represent] floating rate notes and are carried at amortized cost.

A rising interest rate environment will [added: increase the amount of interest paid on these loans.]

A hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on [removed: the results of] our [removed: operations.][added: financial results.]

The fair value of our fixed rate notes [removed: and 2025 Convertible Notes outstanding] will generally fluctuate with movements [removed: in] [added: of] interest [added: rates, increasing in periods of declining] rates [added: of interest] and [removed: the market price] [added: declining in periods] of [removed: our stock.][added: increasing rates of interest.]

A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by [removed: $271] [added: $317] million as of December 31, [removed: 2020.][added: 2021.]

We had cash and cash equivalents including restricted cash and cash equivalents totaling [removed: $12.1] [added: $7.4] billion and [removed: $7.4] [added: $7.8] billion as of December 31, [removed: 2019] [added: 2020] and [removed: 2020,] [added: December 31, 2021,] respectively.

[removed: Marketable] [added: We did not have any marketable] debt securities classified as short-term investments [removed: totaled $1.2 billion] as of December 31, [removed: 2020.][added: 2021.]

[removed: Our investments] [added: Investments] in fixed rate securities carry a degree of interest rate risk.

A hypothetical 100 basis point change in interest rates would not have a material [removed: impact] [added: effect] on [removed: the fair value of] our [removed: marketable debt securities portfolio.][added: financial results.]

We [removed: have significant risk related to the carrying amounts of investments in other companies, including our minority-owned affiliates, as all of our] [added: hold privately held] investments [removed: are currently] in illiquid private company stock which are inherently difficult to value given the lack of publicly available information.

As of December 31, [removed: 2020,] [added: 2021,] the carrying value of our investments was [removed: $10.1] [added: $12.6] billion, including equity method investments.

Our cash and cash equivalents consist of money market funds and cash deposits.

We are exposed to certain risk related to the carrying amounts of investments in other companies, including our minority-owned, privately-held affiliates and recently public companies, compared to their fair value.

We also hold equity securities with readily determinable fair values which are subject to equity price risk.

These investments in privately-held affiliates and recently public companies may increase the volatility in our net income/(loss) in future periods due to changes in the fair value of these investments.

In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public offering.

increase the amount of interest paid on these loans.

Our cash, cash equivalents, and marketable debt securities primarily consist of money market funds, cash deposits, U.S. government securities, U.S. government agency securities, and investment-grade corporate debt securities.

A hypothetical 100 basis point change in interest rates would have increased or decreased our interest income by $22 million and $97 million for the three and twelve months ended December 31, 2020, respectively.

[removed: We are] [added: Uber Technologies, Inc. (“Uber,” “we,” “our,” or “us”) is] a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B.

We [removed: also] connect [added: consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, and connect] Riders and other consumers (“Eater(s)”) with restaurants, grocers and other stores (collectively, “Merchants”) with delivery service providers [removed: (“Delivery People”)] [added: (“Couriers”)] for [removed: food,] [added: meal preparation,] grocery and other delivery services.

Riders and Eaters are collectively referred to as “end-user(s)” or “consumer(s).” Mobility Drivers and [removed: Delivery People] [added: Couriers] are collectively referred to as “Driver(s).” We also connect consumers with public transportation networks.

Our technology is available in approximately [removed: 71] [added: 72] countries around the world, principally in the United States (“U.S.”) and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

Mobility also includes activity related to our [removed: Uber for Business (“U4B”), Financial Partnerships, Transit and Vehicle Solutions] [added: financial partnerships] offerings.

At the time of entering into such transactions, we believed based on our internal estimates using the information then available to us that each of Didi, [removed: Grab,] [added: Grab] and Yandex.Taxi, on a pro forma basis, had the leading ridesharing category position in its respective market.

Our Delivery offering allows consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered and, in certain markets, [added: Delivery] also includes offerings for [removed: grocery] [added: grocery, alcohol] and convenience store delivery as well as select other goods.

We launched our Delivery app over [removed: five] [added: six] years ago.

Delivery also expands the pool of Drivers by enabling people who are not Mobility Drivers or who do not have access to Mobility-qualified vehicles to [removed: deliver meals] [added: provide delivery services] on our platform.

The freight industry [removed: today] is highly fragmented and deeply inefficient.

These inefficiencies adversely impact both shippers and carriers, and contribute to the number of non-revenue or “dead-head” miles, [removed: which are miles driven by carriers between shipments.]

[removed: For additional information, see Note 9] [added: See the section titled “Risk Factors” included in Part I, Item 1A and “Note 15] – [removed: Assets] [added: Commitments] and [removed: Liabilities Held for Sale] [added: Contingencies” to our consolidated financial statements] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

| Massive Network | | | | | | Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, shippers and carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In approximately [removed: 10,000] [added: 10,500] cities around the world (as of January 1, [removed: 2021),] [added: 2022),] our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. | | |

For example, Delivery attracts new consumers to our network—for the three months ended December 31, [removed: 2020,] [added: 2021,] over [removed: 56%] [added: 60%] of first-time Delivery consumers were new to our platform.

Additionally, for the three months ended December 31, [removed: 2020,] [added: 2021,] consumers who used both Mobility and Delivery generated [removed: 11.1] [added: 12.6] Trips per month on average, compared to [removed: 5.1][added: 5.0 Trips per month on average for consumers who used a single offering in cities where both Mobility and Delivery were offered.]

Our [removed: Uber Pass and Eats Pass] membership programs are designed to make utilizing our suite of products a seamless and rewarding experience for our consumers.

We exited [removed: 2020] [added: 2021] with over [removed: 5] [added: 6] million members for our Uber [added: One, Uber] Pass, Eats Pass and [removed: Postmates Unlimited] [added: Rides Pass] membership programs.

In 2020, we rolled out our “Super App” view on iOS and Android, which combines our multiple offerings into a single app and is designed to remove friction for our [removed: consumers, positioning Uber to become the operating system for your everyday life.][added: consumers.]

We face significant competition in each of the mobility and delivery industries globally and in the logistics industry in the United States and Canada from existing, well-established, and low-cost alternatives, and in the future we expect to face competition from new market entrants given the low barriers to entry that characterize [removed: these industries.]

We also compete with other ridesharing companies, including certain of our minority-owned affiliates, for [removed: drivers] [added: Drivers] and riders, including Lyft, [added: Ola,] Didi, [removed: OLA,] [added: Grab,] Bolt, and our Yandex.Taxi joint venture.

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in various regions for drivers, consumers, and merchants, including DoorDash, [removed: GrubHub,] Deliveroo, Glovo, [added: Instacart, Gopuff,] Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.

Further, certain jurisdictions, including Argentina, Germany, Italy, Japan, South Korea, and Spain, [removed: the] six countries that we have identified as expansion markets, have adopted laws, rules, and regulations banning certain ridesharing products or imposing extensive operational restrictions.

[removed: The] [added: Although the] Court issued a preliminary injunction enjoining Uber and Lyft from classifying drivers as independent contractors during the pendency of the [removed: lawsuit.][added: lawsuit, the parties were granted a stipulation to dissolve the injunction in April 2021.]

[removed: In addition,] [added: As another example,] in October 2020, the Seattle City Council passed a minimum pay standard for drivers providing services on our platform that went into effect on January 1, 2021, and other jurisdictions have in the past considered or may consider regulations which would implement minimum wage requirements or permit drivers to negotiate for minimum wages while providing services on our platform.

See the section titled “Risk Factors” included in Part I, Item 1A, “Risk [removed: Factors” for more information.][added: Factors”.]

An increasing number of governments are enforcing competition laws and are doing so with increased scrutiny, including governments in large markets such as [removed: the EU, the United States, Brazil, and India, particularly surrounding issues of predatory pricing, price-fixing, and abuse of market power.]

We typically generate higher revenue in our fourth quarter compared to other quarters due in part to fourth-quarter holiday and business demand, and typically generate lower revenue in our third quarter compared to other quarters due in part to less usage of our [added: platform during peak vacation season in North America and Europe.]

In [removed: 2020,] [added: 2021,] we experienced less seasonality as a result of the COVID-19 pandemic and related restrictions, which altered typical travel patterns.

In [removed: 2020,] [added: 2021,] we experienced less seasonality as a result of the COVID-19 pandemic and related restrictions, which accelerated the growth of Delivery in [removed: 2020] [added: 2021] as cities [removed: imposed] [added: impose various] dining [removed: restrictions and shelter in place orders.][added: restrictions.]

We are a global company and as of December 31, [removed: 2020,] [added: 2021,] we and our subsidiaries had approximately [removed: 22,800] [added: 29,300] employees globally and operations in approximately [removed: 71] [added: 72] countries and approximately [removed: 10,000] [added: 10,500] cities around the world.

We [removed: have] historically conducted a semi-annual workforce survey that measures employee engagement, overall satisfaction, and well-being.

In [removed: 2020,] [added: 2021,] the [added: ever-evolving] COVID-19 pandemic [removed: had] [added: continued to have] a significant impact on our employees and our workforce management [removed: strategy.][added: strategy and caused us to continually adapt how we work.]

[removed: These decisions,] [added: Prolonged remote work,] as well as COVID-19 more generally, introduced new dynamics into the households of many of our employees.

As a result, we found that some employees were struggling with work-life balance and feelings of stress and social [removed: isolation.][added: isolation, and we experienced higher levels of attrition.]

For additional discussion, see the risk factor titled “—Our business depends on retaining and attracting high-quality personnel, and continued attrition, future attrition, or unsuccessful succession planning could adversely affect our business.” included in Part I, Item 1A of this Annual Report on Form 10-K as well as our [removed: 2020] [added: 2021] People and Culture [removed: Report.][added: Report, which is available on our website.]

We [removed: celebrate differences,] [added: believe that great minds don’t think alike,] and we work hard to ensure that people of diverse backgrounds feel welcome and valued.

Our Board of Directors recognizes the strategic importance of these issues and incorporated [removed: workforce] [added: employee] diversity performance metrics into the compensation packages of our most senior [removed: executives in 2019 and 2020, in furtherance of our company-wide One Uber objective.][added: executives.]

For more information regarding our Diversity and Inclusion efforts, please see our [removed: 2020] [added: 2021] People and Culture Report and our [removed: 2020] [added: 2021] ESG Report, which are available on our [removed: investor relations] website.

In addition to employees discussed above, our business also depends on our ability to attract and engage Drivers, consumers, [removed: merchants,] [added: Merchants,] shippers, and [removed: carriers,] [added: Couriers,] as well as contractors and consultants that support our global operations.

In relation to those individuals who earn income on our platform, Uber is one of the largest open platforms for work in the world, providing accessible, flexible work in approximately [removed: 71] [added: 72] countries.

As of December 31, 2021, we had three operating and reportable segments: Mobility, Delivery and Freight.

During 2021, we completed the acquisition of the remaining 45% ownership interest in Cornershop Cayman (“Cornershop”) in an all-stock transaction.

The acquisition was accounted for as an equity transaction, as we previously controlled and consolidated Cornershop.

We also completed the acquisition of The Drizly Group, Inc. (“Drizly”), allowing us to expand alcohol offerings in our Delivery business with Drizly’s leading platform, technology, scale, and expertise.

The acquisition of Drizly has been accounted for as a business combination.

which are miles driven by carriers between shipments.

During 2021, we completed the acquisition of Tupelo Parent, Inc. (“Transplace”) in an all-cash transaction, allowing us to expand our Uber Freight business through Transplace’s expertise in transportation management.

The acquisition of Transplace has been accounted for as a business combination.

During November 2021, we launched Uber One in the United States as our single cross-platform membership program that brings together the best of Uber.

Uber One members have access to discounts, special pricing, priority service, and exclusive perks across our rides, delivery and grocery offerings.

Our Uber Pass and Eats Pass membership programs continue to remain available in select cities as a subscription offering.

We are also utilizing our data and scale to offer marketplace-centric advertising to connect merchants and brands with our platform network and unlocking cross-platform advertising formats.

During the fourth quarter of 2021, active advertising merchants grew to over 170,000.

these industries.

In March 2021, we returned to Barcelona via a taxi product.

U.S. state, city, and foreign regulators are expected to continue proposing and adopting significant laws impacting the processing of personally identifiable information and other data relating to individuals, such as the California Privacy Rights Act (“CPRA”) passed in California in November 2020 (effective in January 2023), and a draft data protection bill pending in India.

the EU, the United States, Brazil, and India, particularly surrounding issues of predatory pricing, price-fixing, and abuse of market power.

*Adapting to a New Way of Working*.

As a result of COVID-19, in 2020, we asked that all employees who were able to do so work remotely and while we subsequently announced return to office dates, the dynamic COVID situation disrupted our return to office plans—although many of our offices are open, we have not yet set an updated return to office date.

To address some of these concerns, we strengthened our work-from-home policies and looked for new ways to support our employees as they navigated this crisis in their personal and professional lives.

We provided

more attention and flexibility to caregivers by providing resources, tools, and support, and amplified our focus on mental health and well-being.

*Employee Engagement*.

But in 2021, we made a shift toward continuous listening by launching an employee survey, sent out to a rotating third of employees every month.

We use the results of these regular checks to better understand employees’ needs and support their teams on topics such as well-being, inclusivity, fairness, rewards and recognition, and growth opportunities.

For example, our return-to-office plan, which will provide employees with more flexibility to work from home post-pandemic, was created based on employee feedback.

*Employee Development and Retention*.

We believe that employees who have opportunities for development are more engaged, satisfied, and productive.

Employees are empowered to drive their own growth, whether by learning on the job, finding stretch assignments, or identifying their next opportunity within Uber through internal mobility programs.

Employees have access to an internal jobs marketplace for full-time jobs as well as short-term stretch assignments that enable them to have an impact on other areas of the business.

Our goal is to help all employees be their best selves by providing programs and resources that promote wellness and productivity.

This helps our diverse employee base manage life’s expected and unexpected events.

Globally, Uber offers competitive benefits packages to our employees and their families.

We provide competitive benefits as well as offerings tailored to our unique populations.

The information in the 2021 People and Culture report is not a part of this Form 10-K.

To achieve our objective to increase diversity in who we hire, we implement processes throughout Uber and measure progress.

For example, the Mansfield Rule was implemented by June 2021, to ensure that we have considered women, LGBTQIA+ individuals, people with disabilities, and racially underrepresented talent by requiring that a certain percentage of candidates considered for leadership roles come from historically underrepresented groups.

In July 2020, we announced 14 commitments to becoming a more anti-racist company and since then, we have taken action to move these commitments forward.

Driver and Courier Well-Being

through its apps.

We connect consumers (“Rider(s)”) with independent providers of ride services (“Mobility Driver(s)”) for ridesharing services, as well as with other forms of transportation including public transit.

As of December 31, 2020, we had four operating and reportable segments: Mobility, Delivery, Freight and Advanced Technologies Group (“ATG”) and Other Technology Programs.

ATG and Other Technology Programs is focused on the development and commercialization of autonomous vehicle and ridesharing technologies, as well as Uber Elevate.

On December 7, 2020, we announced the sale of Apparate USA LLC (“ATG Business” or “Apparate”), our subsidiary focused on the development and commercialization of autonomous vehicle technologies, to Aurora Innovation, Inc. (“Aurora”).

Our ATG Business is included within our ATG and Other Technology Programs segment.

On January 19, 2021, we completed the sale of our ATG Business to Aurora.

During 2020, we completed the acquisition of substantially all of the assets of Careem Inc. (“Careem”).

Dubai-based Careem was founded in 2012, and provides primarily ridesharing and payments services to millions of users in cities across the Middle East, North Africa, and Pakistan.

During 2020, we received regulatory approvals to purchase a controlling interest in Cornershop Cayman ("Cornershop”"), operating an online grocery delivery platform primarily in Chile and Mexico.

We also completed the acquisition of Postmates Inc. (“Postmates”) in an all-stock transaction and both companies began the process of integrating U.S. operations.

The acquisition of Postmates brings together our global Mobility and Delivery platform with Postmates’ business in the United States to strengthen the

delivery of food, groceries, essentials, and other goods.

ATG and Other Technology Programs

The ATG and Other Technology Programs segment is primarily responsible for the development and commercialization of autonomous vehicle and ridesharing technologies, as well as Uber Elevate.

On December 7, 2020, we announced the sale of our ATG Business to Aurora.

Also on January 19, 2021, we made a $400 million cash investment in Aurora and entered into a collaboration agreement with Aurora pursuant to which the parties will collaborate with respect to the launch and commercialization of self-driving vehicles on our ridesharing network.

We plan to continue to partner with Aurora to effectively leverage our network during the transition to autonomous vehicle technologies.

Trips per month on average for consumers who used a single offering in cities where both Mobility and Delivery were offered.

We unsuccessfully appealed this injunction to the California Court of Appeal, which affirmed the lower court’s ruling and held that we must comply with the preliminary injunction order.

See the section titled “Risk Factors” included in Part I, Item 1A and “Note 15 - Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

These minimum rates took effect in February 2019.

Since implementation, these regulations have had an adverse impact on our financial performance in New York City and may continue to do so the future.

In August 2019, New York City issued a regulation to limit how much time drivers providing ride-hailing services can spend cruising streets in busy areas of Manhattan without passengers.

In December 2019, a New York state judge struck down this regulation, which was to come into effect in February 2020.

New York City is appealing this ruling.

Additionally, in November 2019, a ballot measure to impose a surcharge on ridesharing trips in San Francisco was approved by voters in San Francisco.

This surcharge took effect on January 1, 2020.

- In December 2017, the Court of Justice of the European Union (“CJEU”) ruled in the Elite referral case that the peer-to-peer ridesharing service UberPOP was inherently linked to a transport service and, accordingly, must be classified as “a service in the field of transport” within the meaning of applicable European Union (“EU”) legislation rather than an information society service.

This ruling requires us to comply with national laws, rules, and regulations, if any, governing transport services in respect of the specific UberPOP product.

The majority of our ridesharing products in the EU currently operate under licensing regimes where one or more of Mobility Drivers, vehicles, or we are required to register or hold licenses to provide services.

As such, while Member States can decide how to interpret this CJEU ruling in their national laws, rules, and regulations in accordance with applicable EU law, we believe the ruling will have a limited impact on our business and operations.

- In 2015, German authorities banned our peer-to-peer ridesharing product, UberPOP, after a court ruled that it violated local applicable laws, including transport laws, by intermediating riders with drivers operating without professional licenses.

- In Italy, while we currently have limited ridesharing operations through our licensed ridesharing product, UberBLACK, in Rome and Milan and a taxi product in Turin, we continue to face limitations due to extensive operational requirements faced by licensed drivers.

platform during peak vacation season in North America and Europe.

We see the results as feedback on our company culture and use them to measure our progress in improving our employees’ experiences at work, identifying new goals and actions, and making adjustments as needed.

In response to the economic challenges and uncertainty resulting from the COVID-19 pandemic and its impact on our business, in May 2020, we announced reductions in workforce of approximately 6,700 full-time employee roles.

In addition, we asked that all employees who were able to do so work remotely.

To address some of these concerns, we instituted the Global Caregiver Enhanced Flexibility Policy for COVID.

While we had been encouraging flexibility, this written policy provides clarity around the flexible work options available to parents and caregivers.

We also amplified our focus on mental health.

Note 15 [removed: -] [added: –] Commitments and Contingencies to our consolidated financial statements for the year ended December 31, [removed: 2020] [added: 2021] contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.

In addition to the matters that are identified in Note 15 to our consolidated financial statements for the year ended December 31, [removed: 2020] [added: 2021] contained in this Annual Report on Form 10-K, and incorporated into this item by reference, the following [removed: matter] [added: matters] also constitutes [removed: a] material pending legal [removed: proceeding,] [added: proceedings,] other than ordinary course litigation incidental to our business, to which we are or any of our subsidiaries is a party.

- Driver Classification

- California Attorney General Lawsuit and Governmental Inquiries

- Aslam, Farrar, Hoy and Mithu v.

Uber B.V., Uber Britannia Ltd. and Uber London Ltd.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant's most recently completed second fiscal quarter, was approximately [removed: $52.0] [added: $90.5] billion based upon the closing price reported for such date on the New York Stock Exchange.

The number of shares of the registrant's common stock outstanding as of February 22, [removed: 2021] [added: 2022] was [removed: 1,858,167,579.][added: 1,954,464,088.]

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2020.][added: 2021.]

| | | | [Special Note Regarding Forward-Looking [removed: Statements](#idf696d1c1f2d4ccb82230a3b241ab897_10)] [added: Statements](#i41f3a487140149eaa115f268f79d2e06_10)] | | | [removed: [2](#idf696d1c1f2d4ccb82230a3b241ab897_10)] [added: [2](#i41f3a487140149eaa115f268f79d2e06_10)] | | |

| Item 1. | | | [removed: [Business](#idf696d1c1f2d4ccb82230a3b241ab897_16)] [added: [Business](#i41f3a487140149eaa115f268f79d2e06_16)] | | | [removed: [4](#idf696d1c1f2d4ccb82230a3b241ab897_16)] [added: [4](#i41f3a487140149eaa115f268f79d2e06_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idf696d1c1f2d4ccb82230a3b241ab897_19)] [added: Factors](#i41f3a487140149eaa115f268f79d2e06_19)] | | | [removed: [11](#idf696d1c1f2d4ccb82230a3b241ab897_19)] [added: [11](#i41f3a487140149eaa115f268f79d2e06_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idf696d1c1f2d4ccb82230a3b241ab897_22)] [added: Comments](#i41f3a487140149eaa115f268f79d2e06_22)] | | | [removed: [46](#idf696d1c1f2d4ccb82230a3b241ab897_22)] [added: [46](#i41f3a487140149eaa115f268f79d2e06_22)] | | |

| Item 2. | | | [removed: [Properties](#idf696d1c1f2d4ccb82230a3b241ab897_25)] [added: [Properties](#i41f3a487140149eaa115f268f79d2e06_25)] | | | [removed: [46](#idf696d1c1f2d4ccb82230a3b241ab897_25)] [added: [46](#i41f3a487140149eaa115f268f79d2e06_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idf696d1c1f2d4ccb82230a3b241ab897_28)] [added: Proceedings](#i41f3a487140149eaa115f268f79d2e06_28)] | | | [removed: [46](#idf696d1c1f2d4ccb82230a3b241ab897_28)] [added: [46](#i41f3a487140149eaa115f268f79d2e06_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idf696d1c1f2d4ccb82230a3b241ab897_31)] [added: Disclosures](#i41f3a487140149eaa115f268f79d2e06_31)] | | | [removed: [47](#idf696d1c1f2d4ccb82230a3b241ab897_31)] [added: [47](#i41f3a487140149eaa115f268f79d2e06_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idf696d1c1f2d4ccb82230a3b241ab897_37)] [added: Securities](#i41f3a487140149eaa115f268f79d2e06_37)] | | | [removed: [47](#idf696d1c1f2d4ccb82230a3b241ab897_37)] [added: [47](#i41f3a487140149eaa115f268f79d2e06_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idf696d1c1f2d4ccb82230a3b241ab897_43)] [added: Operations](#i41f3a487140149eaa115f268f79d2e06_43)] | | | [removed: [52](#idf696d1c1f2d4ccb82230a3b241ab897_43)] [added: [48](#i41f3a487140149eaa115f268f79d2e06_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idf696d1c1f2d4ccb82230a3b241ab897_82)] [added: Risk](#i41f3a487140149eaa115f268f79d2e06_85)] | | | [removed: [80](#idf696d1c1f2d4ccb82230a3b241ab897_82)] [added: [69](#i41f3a487140149eaa115f268f79d2e06_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idf696d1c1f2d4ccb82230a3b241ab897_85)] [added: Data](#i41f3a487140149eaa115f268f79d2e06_88)] | | | [removed: [82](#idf696d1c1f2d4ccb82230a3b241ab897_85)] [added: [70](#i41f3a487140149eaa115f268f79d2e06_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idf696d1c1f2d4ccb82230a3b241ab897_226)] [added: Disclosure](#i41f3a487140149eaa115f268f79d2e06_211)] | | | [removed: [156](#idf696d1c1f2d4ccb82230a3b241ab897_226)] [added: [146](#i41f3a487140149eaa115f268f79d2e06_211)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idf696d1c1f2d4ccb82230a3b241ab897_229)] [added: Procedures](#i41f3a487140149eaa115f268f79d2e06_214)] | | | [removed: [156](#idf696d1c1f2d4ccb82230a3b241ab897_229)] [added: [147](#i41f3a487140149eaa115f268f79d2e06_214)] | | |

| Item 9B. | | | [Other [removed: Information](#idf696d1c1f2d4ccb82230a3b241ab897_232)] [added: Information](#i41f3a487140149eaa115f268f79d2e06_217)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_232)] [added: [147](#i41f3a487140149eaa115f268f79d2e06_217)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idf696d1c1f2d4ccb82230a3b241ab897_238)] [added: Governance](#i41f3a487140149eaa115f268f79d2e06_223)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_238)] [added: [147](#i41f3a487140149eaa115f268f79d2e06_223)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idf696d1c1f2d4ccb82230a3b241ab897_241)] [added: Compensation](#i41f3a487140149eaa115f268f79d2e06_226)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_241)] [added: [147](#i41f3a487140149eaa115f268f79d2e06_226)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idf696d1c1f2d4ccb82230a3b241ab897_244)] [added: Matters](#i41f3a487140149eaa115f268f79d2e06_229)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_244)] [added: [148](#i41f3a487140149eaa115f268f79d2e06_229)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idf696d1c1f2d4ccb82230a3b241ab897_247)] [added: Independence](#i41f3a487140149eaa115f268f79d2e06_232)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_247)] [added: [148](#i41f3a487140149eaa115f268f79d2e06_232)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#idf696d1c1f2d4ccb82230a3b241ab897_250)] [added: Services](#i41f3a487140149eaa115f268f79d2e06_235)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_250)] [added: [148](#i41f3a487140149eaa115f268f79d2e06_235)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#idf696d1c1f2d4ccb82230a3b241ab897_256)] [added: Schedules](#i41f3a487140149eaa115f268f79d2e06_241)] | | | [removed: [157](#idf696d1c1f2d4ccb82230a3b241ab897_256)] [added: [148](#i41f3a487140149eaa115f268f79d2e06_241)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idf696d1c1f2d4ccb82230a3b241ab897_259)] [added: Summary](#i41f3a487140149eaa115f268f79d2e06_244)] | | | [removed: [158](#idf696d1c1f2d4ccb82230a3b241ab897_259)] [added: [148](#i41f3a487140149eaa115f268f79d2e06_244)] | | |

- our ability to successfully defend litigation and government proceedings brought against us, including with respect to our relationship with drivers and [removed: delivery persons,] [added: couriers,] and the potential impact on our business operations and financial performance if we are not successful;

- our ability to prevent [removed: disturbance] [added: and respond] to [added: disturbances to] our information technology systems;

- our ability to comply with existing, modified, or new laws and regulations applying to our business; [removed: and]

- our ability to implement, maintain, and improve our internal control over financial [removed: reporting.][added: reporting; and]

As such, you should not rely on [removed: forward-looking statements as predictions of future events.][added: forward-]

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section titled “Risk [added: Factors” and elsewhere in this Annual Report on Form 10-K.]

| Item 6. | | | [\[Reserved\]](#i41f3a487140149eaa115f268f79d2e06_2127) | | | [48](#i41f3a487140149eaa115f268f79d2e06_2127) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i41f3a487140149eaa115f268f79d2e06_2183) | | | [147](#i41f3a487140149eaa115f268f79d2e06_2183) | | |

| | | | [Exhibit Index](#i41f3a487140149eaa115f268f79d2e06_247) | | | [149](#i41f3a487140149eaa115f268f79d2e06_247) | | |

| | | | [Signatures](#i41f3a487140149eaa115f268f79d2e06_250) | | | [152](#i41f3a487140149eaa115f268f79d2e06_250) | | |

- volatility in the business or stock price of our minority-owned affiliates;

- our ability to realize our climate change, net zero climate emissions and net zero company commitments and in their contemplated timeframes

looking statements as predictions of future events.

| Item 6. | | | [Selected Financial Data](#idf696d1c1f2d4ccb82230a3b241ab897_40) | | | [50](#idf696d1c1f2d4ccb82230a3b241ab897_40) | | |

| | | | [Exhibit Index](#idf696d1c1f2d4ccb82230a3b241ab897_262) | | | [159](#idf696d1c1f2d4ccb82230a3b241ab897_262) | | |

| | | | [Signatures](#idf696d1c1f2d4ccb82230a3b241ab897_265) | | | [161](#idf696d1c1f2d4ccb82230a3b241ab897_265) | | |

Factors” and elsewhere in this Annual Report on Form 10-K.

As of December 31, [removed: 2020,] [added: 2021,] we leased [added: and owned] office facilities around the world totaling [removed: 8.3] [added: 10.6] million square feet, including [removed: 2.5] [added: 2.6] million square feet for our corporate headquarters in the San Francisco Bay Area, California.

During 2020, we completed the construction of our new Bay Area offices, including our 1.1 million square foot San Francisco headquarters.

During 2019, we purchased 593 acres of land in Pennsylvania to build a test track for the purpose of testing the performance of autonomous vehicles, as well as an office building.

As of December 31, 2020, this land, which was part of our ATG and Other Technology Programs segment, was classified as assets held for sale.

Refer to Note 9 – Assets and Liabilities Held for Sale in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information.

On January 19, 2021, we completed the sale of our ATG Business our subsidiary focused on the development and commercialization of autonomous vehicles technologies, to Aurora Innovation, Inc. Our ATG Business is included within our ATG and Other Technology Programs segment.

As of February 22, [removed: 2021,] [added: 2022,] there were [removed: 1,132] [added: 1,418] holders of record of our common stock.

We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the [added: foreseeable future.]

[removed: On March 26, 2020,] [added: In October 2021,] we issued [removed: 94] [added: 398] shares of our common stock to [removed: a holder of $5,195] [added: holders] of Careem Convertible Notes who elected to convert the balance of such notes to common stock at a conversion price of $55 per share.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on May 10, 2019, the date our common stock began trading on the NYSE, and its relative performance is tracked through December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

In October 2021, we issued 18,871,636 shares of our common stock in connection with our acquisition of The Drizly Group, Inc., a Delaware corporation (“Drizly”).

These shares were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

foreseeable future.

On December 11, 2020, we completed a private offering of $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $150 million principal amount of the 2025 Convertible Notes.

We offered and sold the 2025 Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

We relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement by and among us and the initial purchasers.

The shares of Common Stock issuable upon conversion of the 2025 Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Use of Proceeds

On December 11, 2020, we completed the issuance of the 2025 Convertible Notes.

We raised approximately $1.14 billion in net proceeds after deducting the initial purchasers’ discount and offering expenses.

We intend to use the net proceeds from the offering for working capital and other general corporate purposes, which may include acquisitions or strategic transactions.

The following selected consolidated statement of operations data for the years ended December 31, 2018, 2019, and 2020 and the selected consolidated balance sheet data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The following selected consolidated statement of operations data for the years ended December 31, 2016 and 2017 and the selected consolidated balance sheet data as of December 31, 2016, 2017 and 2018 have been derived from our accounting records and have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results that may be expected in the future.

The following selected consolidated financial data should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2016 (1) | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | |

| | | | | | | (Unaudited) | | | | | | (Unaudited) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | (In millions, except share amounts which are reflected in thousands, and per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue (2) | | | | | | $ | 3,338 | | | | | $ | 7,402 | | | | | $ | 10,433 | | | | | $ | 13,000 | | | | | $ | 11,139 | |

| Total costs and expenses (2), (3) | | | | | | 6,361 | | | | | | 11,482 | | | | | | 13,466 | | | | | | 21,596 | | | | | | 16,002 | | |

| Loss from operations | | | | | | (3,023) | | | | | | (4,080) | | | | | | (3,033) | | | | | | (8,596) | | | | | | (4,863) | | |

| Income (loss) from continuing operations before income taxes and loss from equity method investments (4) | | | | | | (3,218) | | | | | | (4,575) | | | | | | 1,312 | | | | | | (8,433) | | | | | | (6,946) | | |

| Income from discontinued operations, net of income taxes (5) | | | | | | 2,876 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income (loss) attributable to Uber Technologies, Inc. | | | | | | (370) | | | | | | (4,033) | | | | | | 997 | | | | | | (8,506) | | | | | | (6,768) | | |

| Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic and diluted net income (loss) per common share: (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | | | | $ | (7.89) | | | | | $ | (9.46) | | | | | $ | — | | | | | $ | (6.81) | | | | | $ | (3.86) | |

| Discontinued operations | | | | | | 6.99 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Basic and diluted net income (loss) per common share | | | | | | $ | (0.90) | | | | | $ | (9.46) | | | | | $ | — | | | | | $ | (6.81) | | | | | $ | (3.86) | |

| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 411,501 | | | | | | 426,360 | | | | | | 443,368 | | | | | | 1,248,353 | | | | | | 1,752,960 | | |

| Diluted | | | | | | 411,501 | | | | | | 426,360 | | | | | | 478,999 | | | | | | 1,248,353 | | | | | | 1,752,960 | | |

(1)On January 1, 2017, we adopted ASC 606 on a full retrospective basis.

Accordingly, our audited consolidated financial statements for 2016 were recast to conform to ASC 606.

(2)The presentation of our revenue and cost of revenue, exclusive of depreciation and amortization for 2016, 2017, 2018, and 2019 has been retrospectively adjusted to reflect the implementation of our new accounting policy adopted in the fourth quarter of 2020.

There was no net impact to loss from operations, net income (loss) attributable to Uber Technologies, Inc., or net income (loss) per share for any periods presented.

Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information on the change in accounting policy and related effect of the change for 2018, 2019 and 2020.

The change had the effect of reducing revenue by $507 million and $530 million for 2016 and 2017, and increasing cost of revenue, exclusive of depreciation and amortization, by the same amounts.

(3)Total costs and expenses include $128 million, $137 million, $172 million, $4.6 billion and $827 million of stock-based compensation for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively.

For the year ended December 31, 2019, total costs and expenses included $3.6 billion of stock-based compensation expense for awards with a performance-based vesting condition satisfied upon our IPO.

For the year ended December 31, 2020, stock-based compensation expense includes a $111 million reversal, included in and offsetting stock-based compensation expense, related to forfeitures of awards for employees that were part of the second quarter 2020 restructuring.

For additional information, see Note 11 - Stockholders' Equity to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(4)Income (loss) from continuing operations before income taxes and loss from equity method investments in 2018 includes a $2.3 billion gain on the sale of our Southeast Asia operations, a $2.0 billion unrealized gain on our non-marketable equity securities related to Didi and a $954 million gain on the disposal of our Uber Russia and the Commonwealth of Independent States (“Russia/CIS”) operations.

Income (loss) from continuing operations before income taxes and loss from equity method investments in 2020 includes (i) $362 million in restructuring and related charges and (ii) an impairment charge of $1.7 billion primarily related to our investment in Didi.

For additional information, see Note 10 - Supplemental Financial Statement Information and Note 20 – Restructuring and Related Charges to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(5)In 2016, income from discontinued operations, net of income taxes reflects a gain on disposition of discontinued operations related to the divestiture of Uber China, partially offset by the loss from operations from Uber China.

(6)For a description of our computation of basic and diluted net income (loss) per common share see Note 1 - Description of Business and Summary of Significant Accounting Policies and Note 13 - Net Income (Loss) Per Share to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

| [Report of Independent Registered Public Accounting [removed: Firm](#idf696d1c1f2d4ccb82230a3b241ab897_91)] [added: Firm](#i41f3a487140149eaa115f268f79d2e06_94) (PCAOB ID 238)] | | | [removed: [83](#idf696d1c1f2d4ccb82230a3b241ab897_91)] [added: [71](#i41f3a487140149eaa115f268f79d2e06_94)] | | |

| [Consolidated Balance [removed: Sheets](#idf696d1c1f2d4ccb82230a3b241ab897_94)] [added: Sheets](#i41f3a487140149eaa115f268f79d2e06_97)] | | | [removed: [86](#idf696d1c1f2d4ccb82230a3b241ab897_94)] [added: [74](#i41f3a487140149eaa115f268f79d2e06_97)] | | |

| [Consolidated Statements of [removed: Operations](#idf696d1c1f2d4ccb82230a3b241ab897_100)] [added: Operations](#i41f3a487140149eaa115f268f79d2e06_100)] | | | [removed: [87](#idf696d1c1f2d4ccb82230a3b241ab897_100)] [added: [75](#i41f3a487140149eaa115f268f79d2e06_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss)](#idf696d1c1f2d4ccb82230a3b241ab897_103)] [added: Loss](#i41f3a487140149eaa115f268f79d2e06_103)] | | | [removed: [88](#idf696d1c1f2d4ccb82230a3b241ab897_103)] [added: [76](#i41f3a487140149eaa115f268f79d2e06_103)] | | |

| [Consolidated Statements of Cash [removed: Flows](#idf696d1c1f2d4ccb82230a3b241ab897_109)] [added: Flows](#i41f3a487140149eaa115f268f79d2e06_109)] | | | [removed: [92](#idf696d1c1f2d4ccb82230a3b241ab897_109)] [added: [80](#i41f3a487140149eaa115f268f79d2e06_109)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#idf696d1c1f2d4ccb82230a3b241ab897_112)] [added: Statements](#i41f3a487140149eaa115f268f79d2e06_112)] | | | [removed: [94](#idf696d1c1f2d4ccb82230a3b241ab897_112)] [added: [82](#i41f3a487140149eaa115f268f79d2e06_112)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the Years Ended December [removed: 31, 201](#idf696d1c1f2d4ccb82230a3b241ab897_223)[8](#idf696d1c1f2d4ccb82230a3b241ab897_223)[, 201](#idf696d1c1f2d4ccb82230a3b241ab897_223)[9](#idf696d1c1f2d4ccb82230a3b241ab897_223) [and](#idf696d1c1f2d4ccb82230a3b241ab897_223) [20](#idf696d1c1f2d4ccb82230a3b241ab897_223)[20](#idf696d1c1f2d4ccb82230a3b241ab897_223)] [added: 31,](#i41f3a487140149eaa115f268f79d2e06_208) [2019, 2020](#i41f3a487140149eaa115f268f79d2e06_208) [and](#i41f3a487140149eaa115f268f79d2e06_208) [2021](#i41f3a487140149eaa115f268f79d2e06_208)] | | | [removed: [156](#idf696d1c1f2d4ccb82230a3b241ab897_223)] [added: [146](#i41f3a487140149eaa115f268f79d2e06_208)] | | |

We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive [removed: income (loss),] [added: loss,] of [removed: mezzanine equity] [added: redeemable non-controlling interests] and equity [removed: (deficit)] and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: cumulative payments to Drivers] [added: convertible instruments and contracts] in [removed: excess of cumulative revenue from Drivers] [added: an entity’s own equity] in [removed: 2020] [added: 2021] and the manner in which it accounts for leases in 2019.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: Careem Inc., Cornershop Global LLC, Routematch Holdings,] [added: The Drizly Group,] Inc. [added: (“Drizly”)] and [removed: Postmates] [added: Tupelo Parent,] Inc. [removed: (the “acquired entities”)] [added: (“Transplace”)] from its assessment of internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] because they were acquired by the Company in purchase business combinations during [removed: 2020.][added: 2021.]

We have also excluded [removed: the acquired entities] [added: Drizly and Transplace] from our audit of internal control over financial reporting.

[removed: The acquired entities] [added: Drizly and Transplace] are wholly-owned [removed: or majority-owned] subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately [removed: 1%] [added: 3%] and [removed: 2%,] [added: 4%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2020.][added: 2021.]

*Presentation of Mobility and Delivery Revenue [removed: and Related] [added: Agreements, Including Incentives,] Discounts and [removed: Promotions*][added: Promotions to Drivers, Merchants and End-Users*]

As described in Notes 1 and 2 to the consolidated financial statements, the Company derives its revenues principally from Drivers’ and Merchants’ use of the Company’s platform, on-demand lead generation, and related services in connection with Mobility and Delivery [added: services, as well as from direct fees charged to end-users for use of the platform and in exchange for Delivery] services.

This determination impacts the presentation of revenue on a gross or net basis as well as the presentation of incentives provided to Drivers and Merchants and discounts and promotions offered to [removed: end-users] [added: end-users,] to the extent they are not customers.

[removed: The] [added: For the year ended December 31, 2021, the] Company’s Mobility and Delivery [removed: revenue] [added: revenue, net of incentives,] was [removed: $9,993 million] [added: $15.3 billion] and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled [removed: $2.0 billion for the year ended December 31, 2020.][added: $2.4 billion, of which a significant portion relates to discounts and promotions.]

The principal considerations for our determination that performing procedures relating to the presentation of Mobility and Delivery revenue [removed: and related] [added: agreements, including incentives,] discounts and promotions [added: to Drivers, Merchants, and end-users] is a critical audit matter are the significant judgment by management in assessing the presentation of revenue on a gross [removed: versus] [added: or] net basis, [removed: analyzing the role of the Company in the transactions and the related transaction attributes, including] [added: as well as] the [removed: type] [added: presentation] of [added: incentives,] discounts and promotions [removed: applied, utilized or earned by the end-user in the transaction] [added: offered to Drivers, Merchants,] and [removed: assessing their presentation,] [added: end-users,] which in turn led to a high degree of auditor judgment, subjectivity and effort in performing [removed: our audit] procedures [added: and evaluating audit evidence relating] to [removed: evaluate] whether transaction attributes were appropriately analyzed and presented by management.

These procedures included testing the effectiveness of controls relating to the Company’s revenue recognition process, including controls over the presentation of Mobility and Delivery [removed: revenue and] [added: revenue, incentives,] discounts and promotions.

These procedures also included, among others, testing, on [added: a] sample basis, trip transaction attributes and assessing management’s classification [added: of new or changed agreements] by [removed: evaluating the Company’s role in the transaction,] examining documentation related to [removed: arrangement] [added: the agreement] terms, driver [removed: statements and] [added: statements,] rider receipts, [removed: discounts] and [removed: promotions] [added: discount, promotion] and [added: incentive terms, and] assessing the impact of those terms and attributes on [removed: revenue] [added: the] presentation [added: of revenue] and income statement classification.

The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are the significant judgment by management when developing [removed: their] [added: the] estimate of the insurance reserves, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the [removed: various] actuarial methods and [removed: the] [added: management’s] significant assumptions related to loss development patterns and expected loss costs.

[removed: Also, the] [added: The] audit effort [added: also] involved the use of professionals with specialized skill and knowledge.

[removed: These procedures also included, among others, the involvement of professionals with specialized skill] and knowledge to assist in (i) developing, for selected reserve components, an independent actuarial estimate of the insurance reserves, and comparison of this independent estimate to management’s actuarially determined reserves, and (ii) testing, for other selected reserve components, management’s process for estimating the insurance reserves.

[removed: involved testing] [added: Developing] the [removed: completeness and accuracy of data provided by management and] [added: independent estimate involved] independently developing the loss development patterns and expected loss [removed: costs.][added: costs and testing the completeness and accuracy of data provided by management.]

Testing management’s process for estimating the insurance reserves involved evaluating the appropriateness of management’s actuarial methods, evaluating the reasonableness of the [added: significant assumptions used by management related to] loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data [removed: provided] [added: used] by management.

| | | | | | | As of December 31, [removed: 2019] [added: 2020] | | | | | | [removed: As of December 31, 2020] | | | [added: | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | | | | $ | 10,873 | | | | | $ | 5,647 | | [added: | | | $ | 4,295 | |]

| Short-term investments | | | | | | [removed: 440] [added: 1,180] | | | | | | [removed: 1,180] [added: —] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 99] [added: 250] | | | | | | [removed: 250] [added: 631] | | |

| Accounts receivable, net of allowance of [removed: $34] [added: $55] and [removed: $55,] [added: $51,] respectively | | | | | | [removed: 1,214] [added: 1,073] | | | | | | [removed: 1,073] [added: 2,439] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 1,299] [added: 1,215] | | | | | | [removed: 1,215] [added: 1,454] | | |

| Assets held for sale | | | | | | [removed: —] [added: 517] | | | | | | [removed: 517] [added: —] | | |

| Total current assets | | | | | | [removed: 13,925] [added: 9,882] | | | | | | [removed: 9,882] [added: 8,819] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 1,095] [added: 1,494] | | | | | | [removed: 1,494] [added: 2,879] | | |

| Collateral held by insurer | | | | | | [removed: 1,199] [added: (1,199)] | | | | | | [added: 339 | | | | | |] 860 | | |

| Investments (including amortized cost of debt securities of [removed: $2,279] [added: $2,281] and [removed: $2,281)] [added: $—)] | | | | | | [removed: 10,527] [added: 9,052] | | | | | | [removed: 9,052] [added: 11,806] | | |

| Equity method investments | | | | | | [removed: 1,364] [added: 1,079] | | | | | | [removed: 1,079] [added: 800] | | |

| Property and equipment, net | | | | | | [removed: 1,731] [added: 1,814] | | | | | | [removed: 1,814] [added: 1,853] | | |

| [Consolidated Statements of](#i41f3a487140149eaa115f268f79d2e06_106) [Redeemable Non-Controlling Interests and](#i41f3a487140149eaa115f268f79d2e06_106) [Equity](#i41f3a487140149eaa115f268f79d2e06_106) | | | [77](#i41f3a487140149eaa115f268f79d2e06_106) | | |

The Company’s short-term and long-term insurance reserves as of December 31, 2021 totaled $4.0 billion.

These procedures also included, among others, the involvement of professionals with specialized skill

| Liabilities, redeemable non-controlling interests and equity | | | | | | | | | | | | | | |

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2020 | | | | | | $ | 787 | | | | | | | | 1,849,794 | | | | | | $ | — | | | | | $ | 35,931 | | | | | $ | (535) | | | | | $ | (23,130) | | | | | $ | 701 | | | | | $ | 12,967 | |

| Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06 | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (243) | | | | | | — | | | | | | — | | | | | | — | | | | | | (243) | | |

| Reclassification of share-based award liability to additional paid-in capital | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | |

| Issuance of common stock under the Employee Stock Purchase Plan | | | | | | — | | | | | | | | | 2,770 | | | | | | — | | | | | | 107 | | | | | | — | | | | | | — | | | | | | — | | | | | | 107 | | |

| Issuance of common stock as consideration for acquisitions | | | | | | — | | | | | | | | | 19,377 | | | | | | — | | | | | | 929 | | | | | | — | | | | | | — | | | | | | — | | | | | | 929 | | |

| Issuance of common stock for settlement of Careem Convertible Notes | | | | | | — | | | | | | | | | 4,225 | | | | | | — | | | | | | 232 | | | | | | — | | | | | | — | | | | | | — | | | | | | 232 | | |

| Issuance of common stock for settlement of contingent consideration liability | | | | | | — | | | | | | | | | 2,252 | | | | | | — | | | | | | 102 | | | | | | — | | | | | | — | | | | | | — | | | | | | 102 | | |

| Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest | | | | | | — | | | | | | | | | 4,641 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Acquisition of non-controlling interests | | | | | | (1,194) | | | | | | | | | 20,641 | | | | | | — | | | | | | 1,327 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,327 | | |

| Recognition of non-controlling interest upon sale of Freight Holding preferred stock | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 675 | | | | | | 675 | | |

| Derecognition of non-controlling interests upon divestiture | | | | | | (356) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (701) | | | | | | (701) | | |

| Issuance of common stock for settlement of RSUs | | | | | | — | | | | | | | | | 36,703 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Shares withheld related to net share settlement | | | | | | — | | | | | | | | | (527) | | | | | | — | | | | | | (28) | | | | | | — | | | | | | — | | | | | | — | | | | | | (28) | | |

| Balance as of December 31, 2021 | | | | | | $ | 204 | | | | | | | | 1,949,316 | | | | | | $ | — | | | | | $ | 38,608 | | | | | $ | (524) | | | | | $ | (23,626) | | | | | $ | 687 | | | | | $ | 15,145 | |

| Net loss including non-controlling interests | | | | | | $ | (8,512) | | | | | $ | (6,788) | | | | | $ | (570) | |

| Gain from sale of investments | | | | | | — | | | | | | — | | | | | | (413) | | |

| Proceeds from sale of non-marketable equity securities | | | | | | — | | | | | | — | | | | | | 500 | | |

| Proceeds from sale of equity method investments | | | | | | — | | | | | | — | | | | | | 1,000 | | |

| Conversion of convertible notes to common stock related to Careem | | | | | | — | | | | | | — | | | | | | 232 | | |

| Issuance of Careem Notes including the holdback amount | | | | | | — | | | | | | 1,634 | | | | | | — | | |

We may not be able to obtain additional

| | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | |

During the third quarter of 2021, in connection with the legacy auto insurance transfer as described below, James River returned funds, previously presented as collateral held by insurer, to the trust account where the funds were previously held.

Accordingly, the funds were reclassified from collateral held by insurer to non-current restricted cash and cash equivalents on our consolidated balance sheet as of December 31, 2021.

Legacy Auto Insurance Transfer

On September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive insurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance Agreement (the “LPTA”) with James River effective July 1, 2021.

Pursuant to the LPTA, our captive insurance subsidiary reinsured certain automobile liability insurance risks relating to activity on our platform between 2013 and 2019 in exchange for payment by James River to our captive insurance subsidiary of a premium in the amount of $345 million (“Premium”).

Subsequent to the LPTA, we retain substantially all of the liabilities on these policies when taken together with previous risk transfer arrangements.

In connection with the LPTA, claims currently administered by James River will be transferred to a third-party claims administrator for ongoing handling (the “Transferred Claims”) at our expense.

The liabilities associated with the Transferred Claims were re-evaluated as of September 30, 2021, and adverse development was recognized on certain of those liabilities.

During the third quarter of 2021, we recognized a $103 million charge in our consolidated statement of operations consisting of the difference between

the Premium and the assumed liabilities (including the cost of future claims administration), expenses associated with the LPTA, and the adverse development on the Transferred Claims.

Our marketable equity securities in publicly traded companies are measured at fair value with unrealized gains and losses recognized in the consolidated statements of operations.

| [Consolidated Statements of Mezzanine Equity and Equity (Deficit)](#idf696d1c1f2d4ccb82230a3b241ab897_106) | | | [89](#idf696d1c1f2d4ccb82230a3b241ab897_106) | | |

The supplementary financial information required by this Item 8 is included in Item 7 under the caption “Selected Quarterly Financial Data.”

As disclosed by management, the Company’s insurance reserves as of December 31, 2020 were $3,466 million.

Developing the independent estimate

March 1, 2021

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Liabilities, mezzanine equity and equity | | | | | | | | | | | | | | |

| Mezzanine equity | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

(1) Our revenue and cost of revenue, exclusive of depreciation and amortization, have been retrospectively adjusted to reflect the implementation of our new accounting policy adopted in the fourth quarter of 2020.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Balance as of December 31, 2017 | | | | | | $ | — | | | | | 863,305 | | | | | | $ | 12,210 | | | | | | | | 443,394 | | | | | | $ | — | | | | | $ | 320 | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (3) | | | | | $ | (8,874) | | | | | $ | (8,557) | |

| Issuance of Series G redeemable convertible preferred stock, net of issuance costs | | | | | | — | | | | | | 41,007 | | | | | | 2,000 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |

| Exercise of warrants | | | | | | — | | | | | | 54 | | | | | | 3 | | | | | | | | | 34 | | | | | | — | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1 | | |

| Lapsing of repurchase option related to Series E redeemable convertible preferred stock issued to a non-employee service provider | | | | | | — | | | | | | — | | | | | | 1 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchase of outstanding shares | | | | | | — | | | | | | (5) | | | | | | — | | | | | | | | | (2,553) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 13 | | | | | | 13 | | |

| Issuance of restricted common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 514 | | | | | | — | | | | | | 21 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 21 | | |

| Repurchase of unvested early-exercised stock options | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (142) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |

| Reclassification of early-exercised stock options from liability, net | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 1 | | |

| Issuance and repayment of employee loans collateralized by outstanding common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 4 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (1) | | | | | | 3 | | |

| Issuance of common stock as consideration for investment and acquisition | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 4,133 | | | | | | — | | | | | | 144 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 144 | | |

| Deferred tax benefit arising from acquisition of previously consolidated entity | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 31 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 31 | | |

| Balance as of December 31, 2018 | | | | | | $ | — | | | | | 903,607 | | | | | | $ | 14,177 | | | | | | | | 457,189 | | | | | | $ | — | | | | | $ | 668 | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (188) | | | | | $ | (7,865) | | | | | $ | (7,385) | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revaluation of derivative liabilities | | | | | | 501 | | | | | | (58) | | | | | | — | | |

| Accretion of discount on long-term debt | | | | | | 318 | | | | | | 82 | | | | | | 45 | | |

| Payment-in-kind interest | | | | | | 71 | | | | | | 10 | | | | | | — | | |

| Gain on forfeiture of unvested warrants and related share repurchases | | | | | | (152) | | | | | | — | | | | | | — | | |

| Proceeds from sale and disposal of property and equipment | | | | | | 369 | | | | | | 51 | | | | | | 3 | | |

| Principal repayment on revolving lines of credit | | | | | | (491) | | | | | | — | | | | | | — | | |

| Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | | | | | | 1,750 | | | | | | — | | | | | | — | | |

| Repurchase of stock subject to put options related to Yandex | | | | | | — | | | | | | (74) | | | | | | — | | |

| Financed construction projects | | | | | | 177 | | | | | | — | | | | | | — | | |

| Settlement of litigation through issuance of redeemable convertible preferred stock | | | | | | 250 | | | | | | — | | | | | | — | | |

| Ownership interest in MLU B.V. received in connection with the disposition of Uber Russia/CIS operations | | | | | | 1,410 | | | | | | — | | | | | | — | | |

| Grab debt security received in exchange for the sale of Southeast Asia operations | | | | | | 2,275 | | | | | | — | | | | | | — | | |

Change in Accounting Policy

During the fourth quarter of 2020, we changed our accounting policy related to the presentation of cumulative payments to Drivers in excess of cumulative revenue from Drivers.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in [removed: our] [added: reports that we file or submit under the] Securities Exchange Act of 1934, as amended (the “Exchange Act”) [removed: reports] is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

In addition, PricewaterhouseCoopers LLP, our independent registered public accounting firm, provided an attestation report on our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

In accordance with guidance [removed: issued by] [added: from] the [added: staff of the] SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred.

Our management’s evaluation of internal control over financial reporting excluded the internal control activities of [removed: Careem Inc. (“Careem”), which we acquired in January 2020, Cornershop Cayman (“Cornershop”) and Routematch Holdings,] [added: The Drizly Group,] Inc. [removed: (“Routematch”), both of] [added: (“Drizly”),] which we acquired in [removed: July 2020,] [added: October 2021] and [removed: Postmates,] [added: Tupelo Parent,] Inc. [removed: (“Postmates”),] [added: (“Transplace”),] which we acquired in [removed: December 2020,] [added: November 2021,] as discussed in Note 18 – Business Combinations, of the notes to the consolidated financial statements.

Total assets (excluding goodwill and intangible assets) and total revenues [removed: subject] [added: related] to [removed: Careem’s, Cornershop’s, Routematch’s] [added: Drizly] and [removed: Postmates’s] [added: Transplace that were excluded from our assessment of] internal control over financial reporting [added: collectively] represented approximately [removed: 1%] [added: 3%] and [removed: 2%] [added: 4%] of our consolidated total assets and total revenues as of and for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] respectively.

PART III

Not applicable.

PART III

The information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” [removed: “Board Operations”] [added: “Corporate Governance”] and “Other Governance Matters” in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020 (“2021] [added: 2021 (“2022] Proxy Statement”) and is incorporated herein by reference.

The information required by this item is included under the headers “Director Compensation,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the headers “Executive Officers-Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the headers [removed: “Board Operations-Certain] [added: “Corporate Governance-Certain] Relationships and Related Person Transactions” and [removed: “Board Operations-Director] [added: “Corporate Governance-Director] Independence Determination” in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the header “Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm” in the [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

| 3.1 | | | | | | [Amended and Restated Certificate of Incorporation of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519146716/d713757dex31.htm)] [added: Registrant.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000038/uber06302021exhibit31.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-38902 | | | | | | 3.1 | | | | | | [removed: May 14, 2019] [added: August 5, 2021] | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519146716/d713757dex32.htm)] [added: Registrant.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000038/uber06302021exhibit32.htm)] | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-38902 | | | | | | 3.2 | | | | | | [removed: May 14, 2019] [added: August 5, 2021] | | |

| 4.8 | | | | | | [Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as [removed: Exhibit](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm) [4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm)] [added: Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | September 17, 2019 | | |

| 4.9 | | | | | | [Form of Unsecured [removed: Convertible](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000022/uber3312020exhibit41.htm) [Note.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000022/uber3312020exhibit41.htm)] [added: Convertible Note.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000022/uber3312020exhibit41.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.1 | | | | | | May 8, 2020 | | |

| 10.8 | | | | | | [Director Compensation Policy and Stock Ownership [removed: Guidelines.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex108.htm)] [added: Guidelines](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit108.htm)] | | | | | | [added: X] | | | | | | [removed: S-1] | | | | | | [removed: 333-230812] | | | | | | [removed: 10.8] | | | | | | [removed: April 11, 2019] | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, the Issuing Banks party thereto, and Morgan Stanley Senior Funding, Inc., dated June 26, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1014.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.14 | | | | | | April 11, 2019 | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Amendment No. 1 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated November 17, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1015.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.15 | | | | | | April 11, 2019 | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Amendment No. 2 to Revolving Credit Agreement, by and between the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 21, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1016.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.16 | | | | | | April 11, 2019 | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Joinder Agreement to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated March 21, 2016.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1017.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.17 | | | | | | April 11, 2019 | | |

| [removed: 10.14] [added: 10.13] | | | | | | [Amendment No. 4 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1018.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.18 | | | | | | April 11, 2019 | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Amendment No. 5 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated June 13, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1019.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.19 | | | | | | April 11, 2019 | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Amendment No. 6 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated October 25, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1020.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.20 | | | | | | April 11, 2019 | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Amendment No. 7 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated June 5, 2020.](https://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | August 7, 2020 | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Cortland Capital Market Services LLC, dated April 4, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1023.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.23 | | | | | | April 11, 2019 | | |

| [removed: 10.21+] [added: 10.22+] | | | | | | [Google Maps Master Agreement, by and between the Registrant and Google LLC, dated July [removed: 13,](http://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit101.htm) [2020.](http://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit101.htm)] [added: 13, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | November 6, 2020 | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated April 9, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1028.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.28 | | | | | | April 11, 2019 | | |

| 10.27 | | | | | | [Employment Agreement, by and between the Registrant and [removed: Thuan Pham,] [added: Nikki Krishnamurthy,] dated April 9, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1031.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1032.htm)] | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | [removed: 10.31] [added: 10.32] | | | | | | April 11, 2019 | | |

| 10.28 | | | | | | [removed: [Employment] [added: [Addendum to Employment] Agreement, by and between the Registrant and Nikki Krishnamurthy, dated [removed: April 9,](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1032.htm) [2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1032.htm)] [added: December 18, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)] | | | | | | | | | | | | [removed: S-1] [added: 10-K] | | | | | | [removed: 333-230812] [added: 001-38902] | | | | | | [removed: 10.32] [added: 10.29] | | | | | | [removed: April 11, 2019] [added: March 1, 2021] | | |

| [removed: 10.29] [added: 10.29[‡](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] | | | | | | [removed: [Addendum to Employment Agreement, by and] [added: [Form of employment agreement] between the Registrant and [removed: Nikki Krishnamurthy, dated](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm) [](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)[De](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)[cember 18,](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm) [](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)[2020.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)] [added: its executive officers.](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] | | | | | | [removed: X] | | | | | | [added: 10-Q] | | | | | | [added: 001-38902] | | | | | | [added: 10.2] | | | | | | [added: November 6, 2020] | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24.1 | | | | | | [Power of Attorney (contained on signature page [removed: hereto).](#idf696d1c1f2d4ccb82230a3b241ab897_268)] [added: hereto).](#i41f3a487140149eaa115f268f79d2e06_253)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1* | | | | | | [Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: February [removed: 26, 2021] [added: 24, 2022] | | | By: /s/ Dara Khosrowshahi | | |

| /s/ Dara Khosrowshahi | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Nelson Chai | | | | | | Chief Financial Officer | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Glen Ceremony | | | | | | Chief Accounting Officer and Global Corporate Controller | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Ronald Sugar | | | | | | Chairperson of the Board of Directors | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Revathi Advaithi | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Ursula Burns | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Robert Eckert | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Amanda Ginsberg | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ Wan Ling Martello | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ John Thain | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| /s/ David Trujillo | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 24, 2022] | | |

| 4.16 | | | | | | [Indenture, dated as of August 12, 2021, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | August 12, 2021 | | |

| 4.17 | | | | | | [Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | August 12, 2021 | | |

| 10.17 | | | | | | [Amendment No. 8 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 24, 2021.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit1017.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.20 | | | | | | [Amendment No. 2 to Term Loan Agreement, dated February 25, 2021, by and among the Registrant as Borrower, Rasier LLC as subsidiary guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders.](http://www.sec.gov/Archives/edgar/data/1543151/000155278121000058/e21071_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | March 1, 2021 | | |

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| /s/ Alexander Wynaendts | | | | | | Director | | | | | | February 24, 2022 | | |

| Alexander Wynaendts | | | | | | | | | | | | | | |

| 10.9 | | | | | | [Temporary Modification to Director Compensation Policy.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit103.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.3 | | | | | | August 7, 2020 | | |

| 10.23 | | | | | | [Letter Agreement Regarding Temporary Base Salary Change Due to COVID-19, by and between the Registrant and Dara Khosrowshahi, dated May 2, 2020.](https://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.2 | | | | | | August 7, 2020 | | |

| 10.30[‡](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm) | | | | | | [Form of employment agreement between the Registrant and its executive officers.](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.2 | | | | | | November 6, 2020 | | |

| 18.1 | | | | | | [Preferability letter, dated March 1, 2021, from PricewaterhouseCoopers LLP, independent registered public accounting firm, regarding a change in the Registrant's accounting policy.](https://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit181.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |