Uber Technologies (UBER) 10-K risk factor changes: FY2022 vs FY2021

- [removed: The] [added: Outbreaks of contagious disease, such as the] COVID-19 [removed: pandemic] [added: pandemic,] and the impact of actions to mitigate [removed: the pandemic] [added: such pandemic,] have adversely [removed: affected] [added: affected,] and [added: future outbreaks of disease] may [removed: continue to] adversely [removed: affect] [added: affect,] parts of our business.

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

- We generate a significant percentage of our Gross Bookings from trips in large metropolitan areas, and these operations may be negatively affected by economic, social, weather, and regulatory [removed: conditions] [added: conditions, public health concerns] or other [removed: circumstances, including COVID-19.][added: circumstances.]

- We [added: have experienced and] may experience security or data privacy breaches or other unauthorized or improper access to, use of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data.

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

- We face risks related to our collection, use, transfer, disclosure, and other processing of data, which [removed: could] [added: have resulted and may] result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices.

[removed: Risks] [added: Operational and Economic Risks] Related to Our Business

[removed: The coronavirus (“COVID-19”) pandemic] [added: Outbreaks of contagious disease] and the impact of actions to mitigate the [removed: pandemic] [added: such disease or pandemic,] have adversely impacted and could [removed: continue to] [added: in the future] adversely impact our business, financial condition and results of operations.

The extent of the impact of [removed: the] [added: any future] pandemic [added: or outbreak of disease,] 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 administration, adoption and efficacy of vaccines in the United States and internationally, the impact on capital and financial markets, 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, we cannot predict the impact [removed: the COVID-19] [added: any future] pandemic [added: or outbreak of a disease, or a catastrophic event] will have on our business partners and third-party vendors, and we may be adversely impacted as a result of the adverse impact our business partners and third-party vendors suffer.

[removed: Additionally,] [added: For example,] concerns over the economic impact of the COVID-19 pandemic [removed: have] caused extreme volatility in financial markets, which [removed: has and may continue to] adversely [removed: impact] [added: impacted] our stock price and our ability to access capital [removed: markets.][added: markets, and any future pandemics or other catastrophic events may have a similar impact.]

To the extent [removed: the COVID-19] [added: a] pandemic [added: or other catastrophic event] adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

In addition, more than 150,000 Drivers in the United States who have entered into arbitration agreements with us have filed (or [added: 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: $372] [added: $521] million as of December 31, [removed: 2021.][added: 2022.]

Legal [removed: challenges] [added: challenges, including constitutional challenges,] to Proposition 22 have been and may continue to be filed.

[removed: If, as a result of legislation or judicial decisions, we are required to classify Drivers as employees, we would incur significant additional expenses for compensating Drivers,] including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and potential penalties.

In this case, we anticipate significant price increases for Riders to offset these additional costs; however, we believe that the financial impact to Uber would be moderated by the likelihood of [removed: all competitors raising prices.][added: other industry participants being similarly affected.]

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 Estimates” included in Part 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 [added: on Form 10-K.]

[removed: 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, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.

- *Freight.* Our Freight offering competes with global and North American freight brokers [added: and managed transportation providers] such as C.H. Robinson, Total Quality Logistics, XPO Logistics, Convoy, Echo Global Logistics, Coyote, Transfix, DHL, and NEXT Trucking.

[removed: We] [added: As a result of certain divestitures, 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, [removed: India with respect to meal delivery through January 2023,] and the United States, Canada, Australia, New Zealand and certain parts of Europe with respect to e-bikes and e-scooters through May 2023, while none of our minority-owned affiliates are restricted from competing with us anywhere in the world.

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

Moreover, certain of our [removed: stockholders, including SoftBank (a large stockholder),] [added: stockholders] 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.

These investments or strategic transactions, along with other competitive advantages discussed above, may allow our competitors to compete more effectively against us and continue to lower their prices, offer Driver incentives or consumer discounts and promotions, or otherwise attract Drivers, consumers, merchants, [removed: shippers, and carriers to their platform] [added: Shippers,] and [removed: away from ours.]

We incurred operating losses of [removed: $8.6 billion,] $4.9 [added: billion, $3.8] billion and [removed: $3.8] [added: $1.8] billion in the years ended December 31, [removed: 2019, 2020] [added: 2020, 2021] and [removed: 2021,] [added: 2022,] and as of December 31, [removed: 2021,] [added: 2022,] we had an accumulated deficit of [removed: $23.6] [added: $32.8] billion.

Additionally, we may not realize the operating efficiencies we expect to achieve as a result of our acquisition of [removed: Careem and Postmates,] [added: Careem, Postmates or other acquired companies,] and may continue to incur significant operating losses in [added: the United States, Middle East, North Africa, and Pakistan in the future.]

If we are unable to attract or maintain a [removed: critical mass] [added: sufficient number] of Drivers, consumers, merchants, [removed: shippers,] [added: Shippers,] and [removed: carriers,] [added: Carriers,] whether as a result of competition or other factors, our platform will become less appealing to platform users, and our financial results would be adversely impacted.

Our success in a given geographic market significantly depends on our ability to [removed: maintain or increase] [added: develop] our network scale and liquidity in that geographic market by attracting Drivers, consumers, merchants, [removed: shippers,] [added: Shippers,] and [removed: carriers] [added: Carriers] to our platform.

If Drivers choose not to offer their services through our platform, [removed: or elect to offer them through a competitor’s platform,] we may lack a sufficient supply of Drivers to attract consumers and merchants to our platform.

We have experienced and expect to continue to experience Driver supply constraints in most geographic markets in which we [removed: operate, and such supply constraints have been and may continue to be impacted by concerns regarding the continuing COVID-19 pandemic.][added: operate.]

To the extent that we experience Driver supply constraints in a given market, we may need to increase or may not be able to reduce the Driver incentives that we offer without adversely affecting the [added: supply] liquidity [removed: network effect] that we experience in that market.

Although we may benefit from having larger [removed: network] scale and liquidity than some competitors, those network effects may not result in competitive advantages or may be overcome by smaller competitors.

Our number of platform users may decline materially or fluctuate as a result of many factors, including, among other things, dissatisfaction with the operation of our platform, the price of fares, meals, and shipments (including a reduction in incentives), dissatisfaction with the quality of service provided by the Drivers and merchants on our platform, quality of platform user support, dissatisfaction with the merchant selection on Delivery, negative publicity related to our brand, including as a result of safety incidents and corporate reporting related to safety, perceived political or geopolitical affiliations, a pandemic or an outbreak of disease or similar public health concern, [removed: such as the current COVID-19 pandemic,] or fear of such an event, treatment of Drivers, perception that our culture has not fundamentally changed, [removed: dissatisfaction with changes we make to our products and offerings, or dissatisfaction with our products and offerings in general.]

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

We [removed: have previously received] [added: receive] a high degree of negative media coverage around the world, which [removed: has] adversely [removed: affected] [added: affects] our brand and reputation and [removed: fueled] [added: fuels] distrust of our company.

[removed: Previous negative] [added: Negative] publicity, particularly [removed: as a result of cultural issues in] [added: related to the period prior to and through] 2017, adversely [removed: affected] [added: affects] our brand and reputation, [removed: which made] [added: makes] it difficult for us to attract and retain platform users, reduces confidence in and use of our products and offerings, invites continued legislative and regulatory scrutiny, and results in additional litigation and governmental investigations.

[removed: Concurrently with and after these events,] [added: As a result,] our competitors raised additional capital, increased their investments in certain markets, and improved their category positions and market shares, and may continue to do so.

[removed: In 2019, we] [added: We recently] released a [added: second] safety report, which provides the public with data related to reports of sexual assaults and other critical safety incidents claimed to have occurred on our platform in the United States.

[removed: The continuing public] [added: Public] responses to [removed: this] [added: our] safety [removed: report] [added: reports] or any future safety reports or similar public reporting of safety incidents claimed to have occurred on our platform, which may include disclosure of reports provided to regulators and other government authorities, [removed: may continue] [added: as well as public responses] to [removed: result in positive and negative media coverage and increased regulatory scrutiny and could adversely affect our reputation with platform users.][added: any third party]

For example, we have licensed our brand in connection with certain divestitures and joint ventures, including to Didi in [removed: China,] [added: China and] to our Yandex.Taxi joint venture in Russia/CIS, and [removed: to Zomato in India, and] while we have certain contractual protections in place governing the use of our brand by these companies, we do not control these businesses, we are not able to anticipate their actions, and consumers may not be aware that these service providers are not controlled by us.

We face similar challenges in other jurisdictions within the United States and abroad.

If, as a result of legislation or judicial decisions, we are required to classify Drivers as employees, we would incur significant additional expenses for compensating Drivers,

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in

Carriers to their platform and away from ours.

dissatisfaction with changes we make to our products and offerings, or dissatisfaction with our products and offerings in general.

assessments of our civil rights impact, may continue to result in positive and negative media coverage and increased regulatory scrutiny and could adversely affect our reputation with platform users.

Additionally, in light of the conflict between Russia and Ukraine, we announced that we are actively looking for opportunities to accelerate the sale of our remaining holdings in our Yandex.Taxi joint venture.

In addition, Couriers, in particular those on two wheel vehicles

In November 2021, our subsidiary Uber Freight acquired Transplace, expanding Uber Freight’s business through Transplace’s expertise in transportation management.

These positions could expose us to risks, litigation, and unknown liabilities because, among other things, these companies have limited operating histories in evolving industries and may have less predictable operating results; to the extent these companies are privately owned, limited public information is available and we may not learn all the material information regarding these businesses; are

For example, in light of the conflict between Russia and Ukraine, members of our management team resigned from the board of our Yandex.Taxi joint venture, and we announced that we are actively looking for opportunities to accelerate the sale of our remaining holdings in the joint venture.

The broader consequences of this conflict, which may include additional international sanctions, embargoes, regional instability, and geopolitical shifts, increased tensions between the United States and countries in which we operate, and the extent of the conflict’s effect on the global economy, cannot be predicted.

These primarily relate to COVID-19 variant outbreaks that drove lower Mobility volume and higher Delivery volume.

We expect that seasonality will return to its historic patterns as recovery from the pandemic continues.

We base our expense levels and investment plans on estimates.

expand our platform;

industry experience.

In addition, we rely heavily on equity as a component of compensation, which may not always align with the Company's business and financial interests.

For example, in September 2022, we experienced a cybersecurity incident where an attacker accessed several internal systems.

In addition, in July 2020, Drizly publicly disclosed that it had been subject to a data security incident that allowed access to certain personal information of customers on its platform, and in November 2021 Drizly obtained final court approval of a settlement in a resulting class action litigation.

Moreover, in January 2023, the U.S. Federal Trade Commission (the “FTC”) announced a final order relating to the data security incident.

If Drizly becomes subject to additional liability or regulatory or court orders as a result of this or other data security incidents or if we fail to remediate this or any other data security incident that Drizly or we experience, we may face harm to our brand, business disruption, and significant liabilities.

Security and privacy incidents have led to, and may continue to lead to, additional regulatory scrutiny.

In addition, our increase in hybrid and remote working arrangements may heighten the foregoing risks.

third parties due to differences in sources, methodologies, or the assumptions on which we rely.

Occurrence of a catastrophic event, including but not limited to disease, a weather event, war, or terrorist attack, could adversely impact our business, financial condition and results of operation.

We also face risks related to health epidemics, outbreaks of contagious disease, and other adverse health developments.

For example, the COVID-19 pandemic and responses to had 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, as well as impacting Driver supply constraints.

As another example, during the COVID-19 pandemic, to support social distancing, we temporarily suspended our shared rides offering globally.

A deterioration of general macroeconomic conditions, including slower growth or recession, inflation and higher interest rates, or decreases in consumer spending power may harm our results of operations.

For example, inflation has increased and is expected to increase our insurance costs.

and could cause them to instead use our competitors’ platforms.

in new products, offerings, and markets.

as foreign tax authorities, and currently face numerous audits in the United States and abroad.

Beginning on January 1, 2022, the Tax Cuts and Jobs Act (“the Act”), enacted in December 2017, eliminated the option to deduct research and development expenditures in the current period and requires taxpayers to capitalize and amortize U.S.-based and non-U.S. based research and development expenditures over five and fifteen years, respectively.

This legislation has accelerated the utilization of our net operating losses in the U.S., but it has not impacted our current tax obligations.

In August 2022, the Inflation Reduction Act (“the IRA”) was enacted to take into effect for tax years after December 31, 2022.

It introduced a corporate alternative minimum tax (“CAMT”) equal to 15% of the adjusted financial statement income for large corporations with profits in excess of $1 billion and a 1% excise tax on certain share buybacks by public corporations that would be imposed on such corporations.

While pending further guidance, it is possible that the IRA could increase our future tax liability, which could in turn adversely impact our business and future profitability.

As of December 31, 2022, we had U.S. federal net operating loss carryforwards of $1.9 billion that begin to expire in 2031 and $12.1 billion that have an unlimited carryover period.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic.

Since then, in an attempt to limit the spread of the virus, various governments around the world have implemented, lifted, and in some regions reinstated travel restrictions, business restrictions, school closures, limitations on social or public gatherings, and other measures 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.

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.

In addition, certain U.S. jurisdictions have issued emergency orders that require us to cap

fees charged to merchants on Delivery.

Furthermore, to support social distancing, we temporarily suspended our shared rides 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 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, 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.

If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time.

The increase in remote working may also result in privacy, cybersecurity and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

We have responded to the COVID-19 pandemic by launching new, or expanding existing, services, features, or health and safety requirements on an expedited basis, particularly those relating to delivery of food and other goods.

Our understanding of applicable privacy, consumer protection and other legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

In addition, our launch of new, or expanding existing, services, features, or health and safety requirements in response to COVID-19 may heighten other risks described in this “Risk Factors” section, including our classification of Drivers.

These challenges could result in fines or other enforcement measures that could adversely impact our financial results or operations.

The COVID-19 pandemic has adversely affected our near-term financial results and may adversely impact our long-term financial results, which has required and may continue to require significant actions in response, including but not limited to, additional reductions in workforce and certain changes to pricing models of our offerings, all in an effort to mitigate such impacts.

In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, we do not believe it is possible to predict with precision the pandemic’s cumulative and ultimate impact on our future business operations, liquidity, financial condition, and results of operations.

Moreover, even after shelter at home orders and travel advisories are lifted, demand for our Mobility offering may remain weak for a significant length of time and we cannot predict when and if our Mobility offering will return to pre-COVID-19 demand levels.

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

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 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.

In August 2020, the San Francisco Superior Court issued a preliminary injunction enjoining Uber and Lyft from classifying drivers as independent contractors during the pendency of the 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.

We face similar challenges in other jurisdictions.

Another example of a recent judicial decision relating to Driver classification is the Aslam, Farrar, Hoy and Mithu v.

Uber B.V., et al.

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.

on Form 10-K.

majority-owned affiliates with respect to certain aspects of our business, including competing against Uber Freight with respect to freight brokerage.

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

Furthermore, many of our regional operations are not centrally managed, such that key policies may not be adequately communicated or managed to achieve consistent business objectives across functions and regions.

Although we have reorganized some of our teams to address such issues, such reorganizations may not be successful in aligning operational or strategic objectives across our company.

Because such

Other than Aurora, Grab, Didi and Zomato, there is currently no public market for any of these securities, and there may be no market in the future if and when we decide to sell such assets.

We base our expense levels and investment plans on estimates, which has become more challenging in light of the COVID-19 pandemic.

Our Gross Bookings and revenue growth rates (in particular with respect to our ridesharing products) have slowed in recent periods, and we expect that they will continue to slow in the future.

In addition, in August 2018, New York City approved regulations for the local for-hire market (which includes our ridesharing products), including a cap on the number of new vehicle licenses issued to drivers who offer for-hire services.

In December 2018, New York City implemented a per-mile and per-minute minimum trip payment formula, designed to establish a minimum pay standard, for drivers providing for-hire services in New York City, such as those provided by Drivers on our platform.

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 in the future.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with [removed: the] [added: our] consolidated financial statements and [added: the] related notes included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K*.

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, [removed: 2020,] [added: 2021,] filed on [removed: March 1, 2021,] [added: February 24, 2022,] for reference to discussion of the fiscal year ended December 31, [removed: 2019,] [added: 2020,] the earliest of the three fiscal years presented.*

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

We use this same network, technology, operational excellence, and product expertise to connect [removed: shippers] [added: Shippers] with [removed: carriers] [added: Carriers] in the freight [removed: industry.][added: industry by providing Carriers with the ability to book a shipment, transportation management and other logistics services.]

We are also developing technologies [removed: that] [added: designed to] provide new solutions to [removed: solve] everyday problems.

[removed: COVID-19][added: *COVID-19*]

[removed: The] COVID-19 [removed: pandemic has] rapidly changed market and economic conditions globally, impacting Drivers, Merchants, consumers and business partners, as well as our business, results of operations, financial 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, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and [removed: operations, including, for example, by reducing the global demand for Mobility rides.][added: operations.]

[removed: *COVID-19 Response Initiatives*][added: | COVID-19 response initiatives | | | | | | | | | | | | 54 | | | | | | 1 | | |]

We [removed: have] [added: also] responded to [removed: the] COVID-19 [removed: pandemic] by launching new, or expanding existing, services or features on an expedited basis, particularly those related to delivery of food and other goods.

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

Of particular note are proceedings in California, where on May 5, 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court (the “Court”) against Uber and Lyft, [added: Inc.,] 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.

The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the [removed: court] [added: Alameda County Superior 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 [added: organization, who intervened in the matter,] has also filed an appeal.

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

The tribunal ruled on October 28, 2016 that the Drivers were workers whenever our [removed: app was] [added: App is] switched on and they [removed: were] [added: are] ready and able to take trips, based on an assessment of the [removed: app] [added: App] in July 2016.

Compensation hearings will take place [removed: in 2022] for claimants who have not settled their historic claims, where the tribunal will assess our position on the correct approach to working [removed: time.][added: time, expenses, and holiday pay.]

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 [removed: 15] [added: 14] – 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 millions, except percentages)* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] to [removed: 2021] [added: 2022] % Change | | | | | | [removed: 2020] [added: 2021] to [removed: 2021] [added: 2022] % Change | | |

| Monthly Active Platform Consumers (“MAPCs”) (2), (3) | | | | | | [removed: 93] [added: 118] | | | | | | [removed: 118] [added: 131] | | | | | | [removed: 27] [added: 11] | | % | | | | | | |

| Trips (2) | | | | | | [removed: 5,025] [added: 6,368] | | | | | | [removed: 6,368] [added: 7,642] | | | | | | [removed: 27] [added: 20] | | % | | | | | | |

| Gross Bookings (2) | | | | | | $ | [removed: 57,897] [added: 90,415] | | | | | $ | [removed: 90,415] [added: 115,395] | | | | | [removed: 56] [added: 28] | | % | | | | [removed: 53] [added: 33] | | % |

| Revenue | | | | | | $ | [removed: 11,139] [added: 17,455] | | | | | $ | [removed: 17,455] [added: 31,877] | | | | | [removed: 57] [added: 83] | | % | | | | [removed: 54] [added: 90] | | % |

| Net loss attributable to Uber Technologies, Inc. (4) | | | | | | $ | [removed: (6,768)] [added: (496)] | | | | | $ | [removed: (496)] [added: (9,141)] | | | | | [removed: 93] | | [removed: %] | | | | | | |

| Mobility Adjusted EBITDA | | | | | | $ | [removed: 1,169] [added: 1,596] | | | | | $ | [removed: 1,596] [added: 3,299] | | | | | [removed: 37] [added: 107] | | % | | | | | | |

| Delivery Adjusted EBITDA | | | | | | $ | [removed: (873)] [added: (348)] | | | | | $ | [removed: (348)] [added: 551] | | | | | [removed: 60] | | [removed: %] | | | | | | |

| Adjusted EBITDA (1), (2) | | | | | | $ | [removed: (2,528)] [added: (774)] | | | | | $ | [removed: (774)] [added: 1,713] | | | | | [removed: 69] | | [removed: %] | | | | | | |

(4) Net loss attributable to Uber Technologies, Inc. [removed: includes] [added: included] stock-based compensation expense of [removed: $827 million and] $1.2 billion [added: and $1.8 billion] during the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] respectively.

Highlights for [removed: 2021][added: 2022]

Overall Gross Bookings increased by [removed: $32.5] [added: $25.0] billion in [removed: 2021,] [added: 2022,] up [removed: 56%,] [added: 28%,] or [removed: 53%] [added: 33%] on a constant currency basis, compared to [removed: 2020.][added: 2021.]

Additionally, we saw an [added: $892 million] increase in Delivery revenue [added: and Take Rate] resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, [added: exclusive of depreciation and amortization, for certain markets] where we are primarily responsible for [removed: delivery] [added: Delivery] services and pay Couriers for services provided.

Mobility Gross Bookings grew [removed: 36%,] [added: 48% year-over-year,] on a constant currency basis, [removed: from 2020,] [added: primarily] due to increases in Trip volumes as the business recovers from the impacts of [removed: COVID-19.][added: the coronavirus pandemic (“COVID-19”).]

Net loss attributable to Uber Technologies, Inc. also included [removed: $1.2] [added: $1.8] billion of stock-based compensation expense.

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

For additional [removed: information on acquisitions,] [added: information,] see Note 18 – [removed: Business Combinations] [added: Divestitures] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

For additional information, see Note [removed: 19 – Divestitures] [added: 4 - Equity Method Investments] included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

[removed: *Legacy Auto Insurance Transfer*][added: | Legacy auto insurance transfer (1) | | | | | | | | | | | | 103 | | | | | | — | | |]

For additional information, see Note [removed: 1] [added: 13] – [removed: Description of Business] [added: Segment Information] and [removed: Summary of Significant Accounting Policies] [added: Geographic Information 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 additional discussion related to our revenue, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Revenue Recognition,” “Note 1 – Description of Business and Summary of Significant Accounting [removed: Policies,”] [added: Policies - Revenue Recognition,”] and “Note 2 – Revenue” to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Cost of revenue, exclusive of depreciation and amortization, primarily consists of certain insurance costs related to our Mobility and Delivery offerings, credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, costs incurred [removed: for certain Delivery transactions where we are primarily responsible for delivery services and pay Couriers for services provided, costs incurred] with [removed: carriers] [added: Carriers] for Uber Freight transportation services, amounts related to fare chargebacks and other credit card [removed: losses.][added: losses as well as costs incurred for certain Mobility and Delivery transactions where we are primarily responsible for Mobility or Delivery services and pay Drivers and Couriers for services.]

Oral argument was heard and we await a decision.

| Free cash flow (1), (5) | | | | | | $ | (743) | | | | | $ | 390 | | | | | | | | | | | | | |

(5) Net cash used in operating activities and free cash flow during the year ended December 31, 2021 reflected a $1.0 billion cash inflow related to a legacy auto insurance transfer.

For additional information on the legacy auto insurance transfer, 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 as well as the section titled “Liquidity and Capital Resources” for more information.

Net cash provided by operating activities and free cash flow during the year ended December 31, 2022 reflected an approximately $733 million (GBP 613 million) cash outflow related to the resolution of all outstanding HMRC VAT claims that were paid during the fourth quarter of 2022.

For additional information on this matter, refer to Note 14 – 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 as well as the section titled “Liquidity and Capital Resources”.

In the fourth quarter of 2022, our MAPCs were 131 million, growing 7 million, or 6%, quarter-over-quarter, and growing 11% compared to the same period in 2021.

Delivery Gross Bookings grew 14% year-over-year, on a constant currency basis, primarily driven by growth in the US & Canada.

Freight Gross Bookings grew 226% year-over-year, on a constant currency basis, primarily attributable to the acquisition of Tupelo Parent, Inc. (“Transplace”) in the fourth quarter of 2021.

Revenue was $31.9 billion, or up 83% year-over-year.

Revenue growth outpaced Gross Bookings growth primarily due to a $4.8 billion increase in our Freight business primarily due to the acquisition of Transplace during the fourth quarter of 2021, the net favorable impact to Mobility revenue of $3.9 billion as a result of business model changes in the UK and accruals made for the resolution of historical claims in the UK relating to the classification of drivers, and an $892 million increase in Delivery revenue resulting from an increase in certain Courier payments and incentives that are recorded in cost of revenue, exclusive of depreciation and amortization, for certain markets where we are primarily responsible for Delivery services and pay Couriers for services provided.

Net loss attributable to Uber Technologies, Inc. was $9.1 billion, which includes the unfavorable impact of a pre-tax unrealized loss on debt and equity securities, net, of $7.0 billion primarily related to changes in the fair value of our marketable equity securities, including: a $3.0 billion net unrealized loss on our Aurora investments, a $2.1 billion net unrealized loss on our Grab investment, a $1.0 billion net unrealized loss on our Didi investment, a $747 million change of fair value on our Zomato investment, as well as a

$142 million net unrealized loss on other investments.

Adjusted EBITDA was $1.7 billion, growing $2.5 billion compared to 2021.

Mobility Adjusted EBITDA profit was $3.3 billion, up $1.7 billion compared to 2021.

Delivery Adjusted EBITDA profit was $551 million, up $899 million from Delivery Adjusted EBITDA loss of $348 million in 2021.

Furthermore, we have experienced, and may continue to experience, Driver supply constraints.

For a discussion of the potential impacts of COVID-19 on our business, results of operations, financial position, and cash flows refer to Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

In 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of Mobility services to end-users in those markets.

We have determined that in these transactions, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user.

We recognize revenue when a trip is complete.

In these markets where we are responsible for Mobility services, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for Mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

- Impairment of equity method investment.

- Revaluation of MLU B.V. call option, which represents changes in fair value recorded on the call option granted to Yandex (“MLU B.V. Call Option”).

| | | | | | | 2021 | | | | | | 2022 | | |

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

| | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2022 | | |

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

Additionally, we saw a $3.9 billion net increase in Mobility revenue as a result of business model changes in the UK and accruals made for the resolution of historical claims in the UK relating to the classification of drivers.

Mobility business, and a $1.4 billion increase in Courier payments and incentives that are recorded in cost of revenue for certain markets where we are primarily responsible for Delivery services and pay Couriers for services provided.

2022 Compared to 2021

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | 2021 to 2022 % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2022 | | | | | | | | |

2022 Compared to 2021

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | 2021 to 2022 % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2022 | | | | | | | | |

2022 Compared to 2021

Research and development expenses increased $744 million, or 36%, primarily attributable to a $446 million increase in stock-based compensation and a $360 million increase in employee headcount costs.

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | 2021 to 2022 % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2022 | | | | | | | | |

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

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.

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

We are focused on navigating the challenges presented by COVID-19 through preserving our liquidity and managing our cash flow by taking preemptive action to enhance our ability to meet our short-term liquidity needs.

The pandemic has reduced the demand for our Mobility offering globally, while accelerating the growth of our Delivery offerings.

Additionally, we have asked that all employees who are able to do so, to work remotely.

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.

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 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 administration, adoption and efficacy of vaccines in the 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.

“Risk Factors” of this Annual Report on Form 10-K.

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

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

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

Delivery Gross Bookings grew 66% from 2020, on a constant currency basis, due to an increase in food delivery orders and higher basket sizes as a result of stay-at-home order demand related to COVID-19, as well as continued expansion across U.S. and international markets.

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.

Net loss attributable to Uber Technologies, Inc. was $496 million, a 93% improvement year-over-year, 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 structure and increased variable cost efficiencies.

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

Additionally, Delivery Adjusted EBITDA loss of $348 million, improved $525 million and Delivery Adjusted EBITDA margin as a percentage of Delivery Gross Bookings improved to (0.7)% from (2.9)%, compared to 2020.

Other Developments for 2021

Acquisitions

*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.

Divestitures

*ATG Business to Aurora*

On January 19, 2021, we completed the previously announced sale of Apparate USA LLC (“Apparate” or the “ATG Business”), a subsidiary focused on the development and commercialization of autonomous vehicle technology, to Aurora Innovation, Inc. (“Aurora”).

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.

*MLU B.V.* *and Uber Russia/CIS Operations*

On August 30, 2021, we entered into an agreement (the “Framework Agreement”) with Yandex N.V. (“Yandex”) to restructure our joint ventures, MLU B.V. and Yandex Self Driving Group B.V. (“SDG”).

Pursuant to the Framework Agreement, we completed the sale of our entire equity interest in SDG and 4.5% of our equity interest in MLU B.V. to Yandex during the third quarter of 2021.

During the fourth quarter of 2021 and pursuant to the Framework Agreement, MLU B.V. completed the spin-off of its delivery businesses: Yandex.Eats, Yandex.Lavka and Yandex.Delivery (collectively, “Demerged Businesses”).

Immediately following the demerger, Yandex acquired all of our equity interest in the Demerged Businesses.

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 Group companies (“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.

As our business recovers from the impacts of COVID-19, we would anticipate depreciation and amortization expenses to increase as we continue to build out our network infrastructure and building locations.

A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by [removed: $317] [added: $232] million as of December 31, [removed: 2021.][added: 2022.]

We had cash and cash equivalents including restricted cash and cash equivalents totaling [removed: $7.4] [added: $7.8] billion and [removed: $7.8] [added: $6.7] billion as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2021,] [added: 2022,] respectively.

[removed: We did not have any marketable] [added: Marketable] debt securities classified as [added: restricted investments and] short-term investments [added: totaled $1.7 billion] as of December 31, [removed: 2021.][added: 2022.]

[removed: 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.

As of December 31, [removed: 2021,] [added: 2022,] the carrying value of our investments was [removed: $12.6] [added: $6.9] billion, including equity method [added: investments and restricted] investments.

As of December 31, 2022, 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.

These investments in privately-held affiliates and

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

We use this same network, technology, operational excellence and product expertise to connect shippers [added: (“Shipper(s)”)] with carriers [added: (“Carrier(s)”)] in the freight [removed: industry.][added: industry by providing Carriers with the ability to book a shipment, transportation management and other logistics services.]

Our technology is available in approximately [removed: 72] [added: 70] 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).

As of December 31, [removed: 2021,] [added: 2022,] we had three operating and reportable segments: Mobility, Delivery and Freight.

Mobility also includes activity related to our financial partnerships [removed: offerings.][added: products and advertising.]

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

[removed: For additional information, see Note 18] [added: See the section titled “Risk Factors” included in Part I, Item 1A and “Note 14] – [removed: Business Combinations] [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.

Freight [removed: leverages our proprietary technology, brand awareness, and experience revolutionizing industries to connect carriers] [added: connects Carriers] with [removed: shippers] [added: Shippers’ shipments available] on our platform, and gives [removed: carriers] [added: Carriers] upfront, transparent pricing and the ability to book a [removed: shipment.][added: shipment with the touch of a button.]

Freight [removed: greatly reduces friction in the logistics industry by providing] [added: provides] an on-demand platform to automate and accelerate logistics transactions [removed: end-to-end.][added: end-to-end while providing visibility and control of logistics networks.]

[removed: We serve shippers ranging from small-] [added: By leveraging logistics solutions expertise] and [removed: medium-sized businesses to global enterprises by enabling them] [added: value-add solutions, Freight enables Shippers] to create and tender [removed: shipments with a few clicks,] [added: shipments,] secure capacity on demand with [removed: upfront] [added: real-time] pricing, and track those shipments [removed: in real-time] from pickup to delivery.

We believe that all of these factors represent significant efficiency improvements over traditional [added: transportation management and] freight brokerage providers.

| Massive Network | | | | | | Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, [removed: shippers] [added: Shippers] and [removed: carriers,] [added: Carriers,] as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In approximately 10,500 cities around the world (as of [removed: January 1,] [added: December 31,] 2022), our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. | | |

Both of these dynamics grow our network scale and liquidity, which further increases the value of our [removed: platform to platform] [added: platform-to-platform] users.

For example, Delivery attracts new consumers to our network—for the three months ended December 31, [removed: 2021,] [added: 2022,] over [removed: 60%] [added: 61%] of first-time Delivery consumers were new to our platform.

Additionally, for the three months ended December 31, [removed: 2021,] [added: 2022,] consumers who used both Mobility and Delivery generated [removed: 12.6] [added: 10.9] Trips per month on average, compared to [removed: 5.0] [added: 4.6] Trips per month on average for consumers who used a single offering in cities where both Mobility and Delivery were offered.

We exited [removed: 2021] [added: 2022] with [removed: over 6] [added: nearly 12] million members for our Uber One, Uber Pass, Eats Pass and Rides Pass membership programs.

During the fourth quarter of [removed: 2021,] [added: 2022,] active advertising merchants [removed: grew to over 170,000.][added: exceeded 315,000.]

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 [added: these industries.]

We also compete with other ridesharing companies, including certain of our minority-owned affiliates, for Drivers and [removed: riders,] [added: Riders,] including Lyft, Ola, Didi, [removed: 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: DoorDash,] [added: Amazon,] Deliveroo, [removed: Glovo, Instacart, Gopuff, Rappi, iFood,] Delivery Hero, [added: DoorDash, Gopuff, iFood, Instacart,] Just Eat Takeaway, and [removed: Amazon.][added: Rappi.]

Proposition 22 went into effect in December 2020 and [removed: we expect that] [added: as a result of the passage of Proposition 22,] Drivers [removed: will be] [added: are] able to maintain their status as independent contractors under California [removed: law] [added: law,] and [removed: that] we and our competitors [removed: will be] [added: are] required to comply with the provisions of Proposition 22.

[removed: - In] [added: *•*In] London, Transport for London (“TfL”) scrutinizes our business on an on-going basis and we are subject to license reviews at renewal.

Regulators around the world have adopted or proposed requirements regarding the collection, use, transfer, security, storage, destruction, and other processing of [removed: personally identifiable information and other data relating to individuals,] [added: personal data,] and these laws are increasing in number, enforcement, fines, and other penalties.

U.S. state, city, [added: federal,] 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 [removed: in November 2020] (effective in January 2023), and a draft data protection bill pending in India.

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

[removed: Our intellectual property includes the content of our website, mobile applications, registered domain names,] software code, firmware, hardware and hardware designs, registered and unregistered trademarks, trademark applications, copyrights, trade secrets, inventions (whether or not patentable), patents, and patent applications.

We typically [added: expect to experience seasonal impacts to our operating results as we] generate higher [removed: revenue] [added: Gross Bookings] in our fourth quarter compared to other quarters due in part to fourth-quarter holiday and business demand, and typically generate lower [removed: revenue] [added: Gross Bookings] in our third quarter compared to other quarters due in part to less usage of our platform during peak vacation season in North America and Europe.

We have typically experienced [removed: lower] quarter-over-quarter [removed: growth] [added: declines] in Mobility in the first quarter.

In [removed: 2021,] [added: 2022,] we experienced [removed: less] [added: altered] seasonality as a result of the COVID-19 pandemic and related [removed: restrictions, which altered typical travel patterns.][added: restrictions.]

We expect that seasonality will [removed: eventually] return to its historic patterns as recovery from the pandemic continues.

We typically expect to experience seasonal [added: impacts to our operating results with] increases in our [removed: revenue] [added: Gross Bookings] in the first and fourth quarters compared to the second and third quarters, although the historical growth of Delivery has masked these seasonal fluctuations.

In [removed: 2021,] [added: 2022,] we experienced [removed: less] [added: altered] seasonality as a result of the COVID-19 pandemic and related [removed: restrictions, which accelerated the growth of Delivery in 2021 as cities impose various dining] restrictions.

We are a global company and as of December 31, [removed: 2021,] [added: 2022,] we and our subsidiaries had approximately [removed: 29,300] [added: 32,800] employees globally and operations in approximately [removed: 72] [added: 70] countries and approximately 10,500 cities around the world.

To attract and retain the best talent, we strive to establish a culture where people of all backgrounds can find a sense of belonging and are able to achieve [removed: to] their highest capability.

[removed: In addition to the engagement survey results, we also monitor the health of our workforce and the success of our people operations] through monitoring metrics such as attrition, retention, and offer acceptance rates, as well as sexual orientation, gender and ethnic diversity.

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

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: 2021] [added: 2022] People and Culture Report, which is available on our website.

The information in the [removed: 2021] [added: 2022] People and Culture report is not a part of this Form 10-K.

In July 2020, we announced [removed: 14] commitments to becoming a more anti-racist company and since then, we have [removed: taken action] [added: made progress on our commitment] to [removed: move these commitments forward.][added: build racial equity internally and externally.]

For more information regarding our Diversity and Inclusion efforts, please see our [removed: 2021] [added: 2022] People and Culture Report and our [removed: 2021] [added: 2022] ESG Report, which are available on our website.

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: 72] [added: 70] countries.

Uber is also developing technologies designed to provide new solutions to everyday problems.

Our Mobility offering connects consumers with a wide range of transportation modalities, such as ridesharing, carsharing, micromobility, rentals, public transit, taxis, and more—helping customers go almost anywhere they need.

We believe our global leadership position—and the vast amount of marketplace data that comes along with it—means that we have the best technical and data platform to innovate faster than other companies with similar products.

We believe our scale and global availability allows our Mobility segment to offer better consumer experiences to riders in a variety of vehicle types, providing consumers with higher reliability and Drivers with better earnings opportunities.

We launched our Delivery app, Uber Eats, over seven years ago, and the business now includes the applications Postmates, Drizly and Cornershop across different markets.

We believe our Delivery offering increases consumer engagement with the Uber platform overall, which in turn results in broader reach for our Merchants who can attract Uber Eats consumers from Uber without increasing their own costs.

For Drivers, we believe the Delivery offering leverages, and has expanded our earner base by increasing utilization and earnings across the network.

We also believe it also attracts new Drivers to the platform who do not have access to Mobility-qualified vehicles.

Over the last several years our Delivery business has expanded to include Uber Direct, our white-label Delivery-as-a-Service offering to retailers and restaurants around the world, as well as advertising opportunities.

Freight powers a managed transportation and logistics network and connects Shippers and Carriers in a digital marketplace to move shipments while leveraging our proprietary technology, brand awareness, and experience revolutionizing industries.

Freight serves Shippers ranging from small- and medium-sized businesses to global enterprises.

Freight operations are principally based in North America and Europe.

During October 2022, we officially launched Uber’s advertising division and introduced Uber Journey Ads, an engaging way for brands to connect with consumers throughout the entire ride process.

We now offer a model that enables brands to partner with Uber on a variety of advertising options on the Uber and Uber Eats apps, and beyond, while connecting with consumers in brand-safe and captivating ways.

We also provide comprehensive reporting and analysis, which helps brands fine-tune their understanding of consumers and create more impactful campaigns as they connect with consumers at relevant points throughout their journeys and transactions.

We believe that our advertising further strengthens the power of our platform and will continue to do so as we onboard more advertisers.

We successfully appealed and since September 2020,

we have been operating under a license in London.

Our current TfL license, a 30 month operating license, was granted to us in May 2022.

Our intellectual property includes the content of our website, mobile applications, registered domain names,

These primarily relate to COVID-19 variant outbreaks that drove lower Mobility volume and higher Delivery volume.

These primarily relate to COVID-19 variant outbreaks that drove lower Mobility volume and higher Delivery volume.

We expect that seasonality will return to its historic patterns as recovery from the pandemic continues.

Our Board of Directors recognizes the strategic importance of these issues and the Compensation Committee has incorporated employee retention metrics into the compensation packages of our most senior executives.

In 2022, more than two years after we asked employees who were able to do so work remotely in light of the COVID-19 pandemic, we reopened our offices and welcomed our employees back to the office.

The world of work has changed significantly in the last two years, and in response we have evolved our work philosophy to reflect all that we have learned and what we believe will produce the best results for our employees and our business going forward.

Our work model has shifted to a hybrid model where employees have flexibility to work from home.

But in 2021, we made a shift toward continuous listening by collecting feedback from employees throughout the year and through various channels.

For example, our hybrid return-to-office approach was shaped based on employee feedback.

In addition to the engagement survey results, we also monitor the health of our workforce and the success of our people operations

For example, with the goal of ridding racism from our platform, we rolled out anti-racism and unconscious bias training for riders and drivers in the United States and Brazil.

social safety net.

◦In Washington State, we welcomed a new law that preserves rideshare driver independence and confers new benefits such as minimum earnings guarantee, injury protection and paid sick leave.

◦In Chile, the legislature passed a law that incorporates platform workers into the government’s healthcare and pensions scheme and introduces new requirements for platform companies such as minimum earnings guarantee for time spent actively working, maintain on-app insurance coverage, and provide couriers with safety equipment.

Mobility refers to products that connect consumers with Mobility Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis.

We believe that our ridesharing category position is a key indicator of our progress towards our massive market opportunity.

We calculate our ridesharing category position based on the best available data within a given region.

For example, in most cases we divide our Mobility Gross Bookings by our estimates of total ridesharing Gross Bookings generated by us and other companies with similar ridesharing products.

We estimate our total ridesharing Gross Bookings in a given region by utilizing internal source data, including historical trip, bookings, product mix, and fare information, and external source data provided by publicly available information and marketing analytics firms.

Based on these estimates, we believe we have a leading ridesharing category position in every major region of the world where we operate.

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, Grab and Yandex.Taxi, on a pro forma basis, had the leading ridesharing category position in its respective market.

We launched our Delivery app over six years ago.

We believe that Delivery not only leverages, but also increases, the supply of Drivers on our network.

For example, Delivery enables Mobility Drivers to increase their utilization and earnings by accessing additional demand for trips during non-peak Mobility times.

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 provide delivery services on our platform.

In addition to benefiting Drivers and consumers, Delivery provides Merchants with an instant mobile presence and efficient delivery capability, which we believe generates incremental demand and improves margins for Merchants by enabling them to serve more consumers without increasing their existing front-of-house expenses.

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.

The freight industry is highly fragmented and deeply inefficient.

It can take several hours, sometimes days, for shippers to find a truck and driver for shipments, with most of the process conducted over the phone or by fax.

Procurement is highly fragmented, with traditional players relying on local or regional offices to book shipments.

It is equally difficult for carriers to find and book the shipments that work for their businesses, spending hours on the phone negotiating pricing and terms.

These inefficiencies adversely impact both shippers and carriers, and contribute to the number of non-revenue or “dead-head” miles,

which are miles driven by carriers between shipments.

Freight connects carriers with shippers available on our platform, and gives carriers upfront, transparent pricing and the ability to book a shipment with the touch of a button.

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.

these industries.

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.

We successfully appealed and in September 2020, Westminster Magistrates Court granted us an 18 month operating license on largely the same conditions as our previous license, finding us a fit and proper person.

- In January 2019, we suspended our Mobility products in Barcelona after the regional government enacted regulations mandating minimum wait times before riders could be picked up by ridesharing drivers.

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

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

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

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.

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 isolation, and we experienced higher levels of attrition.

The issues of stress and balance were particularly exacerbated among caregivers of young children.

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.

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.

Legal Proceedings Described in Note [removed: 15] [added: 14 – Commitments and Contingencies] to Our Consolidated Financial Statements

Note [removed: 15] [added: 14] – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, [removed: 2021] [added: 2022] 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.

This item should be read in conjunction with Note [removed: 15] [added: 14] for information regarding the following material legal proceedings, which information is incorporated into this item by reference:

- State Unemployment [removed: Tax Proceedings][added: Taxes]

Legal Proceedings That Are Not Described in Note [removed: 15] [added: 14 – Commitments and Contingencies] to Our Consolidated Financial Statements

In addition to the matters that are identified in Note [removed: 15] [added: 14 – Commitments and Contingencies] to our consolidated financial statements for the year ended December 31, [removed: 2021] [added: 2022] contained in this Annual Report on Form 10-K, and incorporated into this item by reference, the following matters also [removed: constitutes] [added: constitute] material pending legal proceedings, other than ordinary course litigation incidental to our business, to which we are or any of our subsidiaries is a party.

Australia Class [removed: Action][added: Actions]

We deny these allegations and intend to [added: continue to] vigorously defend against the [removed: lawsuit.][added: lawsuits.]

[removed: This risk is enhanced in certain jurisdictions outside] the United States where we may be less protected under local laws than we are in the United States.

A trial has been scheduled to commence in February 2024.

This risk is enhanced in certain jurisdictions outside

- Google v.

Levandowski; Google v.

Levandowski & Ron

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[added: |] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [added: | | | | | | Yes | | | ☐ | | | No | | | ☒ | | |]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant's most recently completed second fiscal quarter, was approximately [removed: $90.5] [added: $38.9] 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 [removed: 22, 2022] [added: 15, 2023] was [removed: 1,954,464,088.][added: 2,009,907,175.]

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: 2021.][added: 2022.]

| | | | [Special Note Regarding Forward-Looking [removed: Statements](#i41f3a487140149eaa115f268f79d2e06_10)] [added: Statements](#i17fd6ae3a7f44248adfce31d5bb1ba63_10)] | | | [removed: [2](#i41f3a487140149eaa115f268f79d2e06_10)] [added: [2](#i17fd6ae3a7f44248adfce31d5bb1ba63_10)] | | |

| Item 1. | | | [removed: [Business](#i41f3a487140149eaa115f268f79d2e06_16)] [added: [Business](#i17fd6ae3a7f44248adfce31d5bb1ba63_16)] | | | [removed: [4](#i41f3a487140149eaa115f268f79d2e06_16)] [added: [4](#i17fd6ae3a7f44248adfce31d5bb1ba63_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i41f3a487140149eaa115f268f79d2e06_19)] [added: Factors](#i17fd6ae3a7f44248adfce31d5bb1ba63_19)] | | | [removed: [11](#i41f3a487140149eaa115f268f79d2e06_19)] [added: [10](#i17fd6ae3a7f44248adfce31d5bb1ba63_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i41f3a487140149eaa115f268f79d2e06_22)] [added: Comments](#i17fd6ae3a7f44248adfce31d5bb1ba63_22)] | | | [removed: [46](#i41f3a487140149eaa115f268f79d2e06_22)] [added: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_22)] | | |

| Item 2. | | | [removed: [Properties](#i41f3a487140149eaa115f268f79d2e06_25)] [added: [Properties](#i17fd6ae3a7f44248adfce31d5bb1ba63_25)] | | | [removed: [46](#i41f3a487140149eaa115f268f79d2e06_25)] [added: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i41f3a487140149eaa115f268f79d2e06_28)] [added: Proceedings](#i17fd6ae3a7f44248adfce31d5bb1ba63_28)] | | | [removed: [46](#i41f3a487140149eaa115f268f79d2e06_28)] [added: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i41f3a487140149eaa115f268f79d2e06_31)] [added: Disclosures](#i17fd6ae3a7f44248adfce31d5bb1ba63_31)] | | | [removed: [47](#i41f3a487140149eaa115f268f79d2e06_31)] [added: [46](#i17fd6ae3a7f44248adfce31d5bb1ba63_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i41f3a487140149eaa115f268f79d2e06_37)] [added: Securities](#i17fd6ae3a7f44248adfce31d5bb1ba63_37)] | | | [removed: [47](#i41f3a487140149eaa115f268f79d2e06_37)] [added: [46](#i17fd6ae3a7f44248adfce31d5bb1ba63_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i41f3a487140149eaa115f268f79d2e06_2127)] [added: [\[Reserved\]](#i17fd6ae3a7f44248adfce31d5bb1ba63_40)] | | | [removed: [48](#i41f3a487140149eaa115f268f79d2e06_2127)] [added: [47](#i17fd6ae3a7f44248adfce31d5bb1ba63_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i41f3a487140149eaa115f268f79d2e06_43)] [added: Operations](#i17fd6ae3a7f44248adfce31d5bb1ba63_43)] | | | [removed: [48](#i41f3a487140149eaa115f268f79d2e06_43)] [added: [47](#i17fd6ae3a7f44248adfce31d5bb1ba63_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i41f3a487140149eaa115f268f79d2e06_85)] [added: Risk](#i17fd6ae3a7f44248adfce31d5bb1ba63_76)] | | | [removed: [69](#i41f3a487140149eaa115f268f79d2e06_85)] [added: [67](#i17fd6ae3a7f44248adfce31d5bb1ba63_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i41f3a487140149eaa115f268f79d2e06_88)] [added: Data](#i17fd6ae3a7f44248adfce31d5bb1ba63_79)] | | | [removed: [70](#i41f3a487140149eaa115f268f79d2e06_88)] [added: [69](#i17fd6ae3a7f44248adfce31d5bb1ba63_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i41f3a487140149eaa115f268f79d2e06_211)] [added: Disclosure](#i17fd6ae3a7f44248adfce31d5bb1ba63_202)] | | | [removed: [146](#i41f3a487140149eaa115f268f79d2e06_211)] [added: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_202)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i41f3a487140149eaa115f268f79d2e06_214)] [added: Procedures](#i17fd6ae3a7f44248adfce31d5bb1ba63_205)] | | | [removed: [147](#i41f3a487140149eaa115f268f79d2e06_214)] [added: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_205)] | | |

| Item 9B. | | | [Other [removed: Information](#i41f3a487140149eaa115f268f79d2e06_217)] [added: Information](#i17fd6ae3a7f44248adfce31d5bb1ba63_208)] | | | [removed: [147](#i41f3a487140149eaa115f268f79d2e06_217)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_208)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i41f3a487140149eaa115f268f79d2e06_2183)] [added: Inspections](#i17fd6ae3a7f44248adfce31d5bb1ba63_211)] | | | [removed: [147](#i41f3a487140149eaa115f268f79d2e06_2183)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_211)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i41f3a487140149eaa115f268f79d2e06_223)] [added: Governance](#i17fd6ae3a7f44248adfce31d5bb1ba63_217)] | | | [removed: [147](#i41f3a487140149eaa115f268f79d2e06_223)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_217)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i41f3a487140149eaa115f268f79d2e06_226)] [added: Compensation](#i17fd6ae3a7f44248adfce31d5bb1ba63_220)] | | | [removed: [147](#i41f3a487140149eaa115f268f79d2e06_226)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_220)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i41f3a487140149eaa115f268f79d2e06_229)] [added: Matters](#i17fd6ae3a7f44248adfce31d5bb1ba63_223)] | | | [removed: [148](#i41f3a487140149eaa115f268f79d2e06_229)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_223)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i41f3a487140149eaa115f268f79d2e06_232)] [added: Independence](#i17fd6ae3a7f44248adfce31d5bb1ba63_226)] | | | [removed: [148](#i41f3a487140149eaa115f268f79d2e06_232)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_226)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i41f3a487140149eaa115f268f79d2e06_235)] [added: Services](#i17fd6ae3a7f44248adfce31d5bb1ba63_229)] | | | [removed: [148](#i41f3a487140149eaa115f268f79d2e06_235)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_229)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i41f3a487140149eaa115f268f79d2e06_241)] [added: Schedules](#i17fd6ae3a7f44248adfce31d5bb1ba63_235)] | | | [removed: [148](#i41f3a487140149eaa115f268f79d2e06_241)] [added: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_235)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i41f3a487140149eaa115f268f79d2e06_244)] [added: Summary](#i17fd6ae3a7f44248adfce31d5bb1ba63_238)] | | | [removed: [148](#i41f3a487140149eaa115f268f79d2e06_244)] [added: [142](#i17fd6ae3a7f44248adfce31d5bb1ba63_238)] | | |

- the impacts of [removed: COVID-19] [added: contagious disease, such as COVID-19,] or [added: outbreaks of] other [removed: future] [added: viruses, disease or] pandemics on our business, results of operations, financial position and cash flows;

- our expectations regarding financial performance, including but not limited to revenue, potential profitability and the timing thereof, ability to generate positive Adjusted [removed: EBITDA,] [added: EBITDA or Free Cash Flow,] expenses, and other results of operations;

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

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

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

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | ☐ | | |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | ☐ | | |

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

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

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

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

| | | | [Exhibit Index](#i17fd6ae3a7f44248adfce31d5bb1ba63_241) | | | [143](#i17fd6ae3a7f44248adfce31d5bb1ba63_241) | | |

| | | | [Signatures](#i17fd6ae3a7f44248adfce31d5bb1ba63_244) | | | [146](#i17fd6ae3a7f44248adfce31d5bb1ba63_244) | | |

- our ability to successfully respond to global economic conditions, including rising inflation and interest rates;

Yes ☐ No ☒

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

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

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

As of December 31, [removed: 2021,] [added: 2022,] we leased and owned office facilities around the world totaling [removed: 10.6] [added: 9.2] million square feet, including [removed: 2.6] [added: 2.3] million square feet for our corporate headquarters in the San Francisco Bay Area, California.

As of February [removed: 22, 2022,] [added: 15, 2023,] there were [removed: 1,418] [added: 1,457] holders of record of our common stock.

In [removed: October 2021,] [added: November 2022,] we issued [removed: 398] [added: 72] shares of our common stock to 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: 2021.][added: 2022.]

[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.

| [Report of Independent Registered Public Accounting [removed: Firm](#i41f3a487140149eaa115f268f79d2e06_94)] [added: Firm](#i17fd6ae3a7f44248adfce31d5bb1ba63_85)] (PCAOB ID 238) | | | [removed: [71](#i41f3a487140149eaa115f268f79d2e06_94)] [added: [70](#i17fd6ae3a7f44248adfce31d5bb1ba63_85)] | | |

| [Consolidated Balance [removed: Sheets](#i41f3a487140149eaa115f268f79d2e06_97)] [added: Sheets](#i17fd6ae3a7f44248adfce31d5bb1ba63_88)] | | | [removed: [74](#i41f3a487140149eaa115f268f79d2e06_97)] [added: [73](#i17fd6ae3a7f44248adfce31d5bb1ba63_88)] | | |

| [Consolidated Statements of [removed: Operations](#i41f3a487140149eaa115f268f79d2e06_100)] [added: Operations](#i17fd6ae3a7f44248adfce31d5bb1ba63_91)] | | | [removed: [75](#i41f3a487140149eaa115f268f79d2e06_100)] [added: [74](#i17fd6ae3a7f44248adfce31d5bb1ba63_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Loss](#i41f3a487140149eaa115f268f79d2e06_103)] [added: Loss](#i17fd6ae3a7f44248adfce31d5bb1ba63_94)] | | | [removed: [76](#i41f3a487140149eaa115f268f79d2e06_103)] [added: [75](#i17fd6ae3a7f44248adfce31d5bb1ba63_94)] | | |

| [Consolidated Statements [removed: of](#i41f3a487140149eaa115f268f79d2e06_106) [Redeemable] [added: of Redeemable] Non-Controlling Interests [removed: and](#i41f3a487140149eaa115f268f79d2e06_106) [Equity](#i41f3a487140149eaa115f268f79d2e06_106)] [added: and Equity](#i17fd6ae3a7f44248adfce31d5bb1ba63_97)] | | | [removed: [77](#i41f3a487140149eaa115f268f79d2e06_106)] [added: [76](#i17fd6ae3a7f44248adfce31d5bb1ba63_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i41f3a487140149eaa115f268f79d2e06_109)] [added: Flows](#i17fd6ae3a7f44248adfce31d5bb1ba63_100)] | | | [removed: [80](#i41f3a487140149eaa115f268f79d2e06_109)] [added: [79](#i17fd6ae3a7f44248adfce31d5bb1ba63_100)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i41f3a487140149eaa115f268f79d2e06_112)] [added: Statements](#i17fd6ae3a7f44248adfce31d5bb1ba63_103)] | | | [removed: [82](#i41f3a487140149eaa115f268f79d2e06_112)] [added: [81](#i17fd6ae3a7f44248adfce31d5bb1ba63_103)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the Years Ended December [removed: 31,](#i41f3a487140149eaa115f268f79d2e06_208) [2019, 2020](#i41f3a487140149eaa115f268f79d2e06_208) [and](#i41f3a487140149eaa115f268f79d2e06_208) [2021](#i41f3a487140149eaa115f268f79d2e06_208)] [added: 31, 20](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[2](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[0](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[, 202](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[1](#i17fd6ae3a7f44248adfce31d5bb1ba63_199) [and 202](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[2](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)] | | | [removed: [146](#i41f3a487140149eaa115f268f79d2e06_208)] [added: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)] | | |

We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive loss, of redeemable non-controlling interests and equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As discussed in Note [removed: 1] [added: 8] to the consolidated financial statements, the Company changed the manner in which it accounts for convertible instruments and contracts in an entity’s own equity in [removed: 2021 and the manner in which it accounts for leases in 2019.][added: 2021.]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding [added: prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

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 services, as well as from direct fees charged to end-users for use of the platform and in exchange for [added: Mobility and] Delivery services.

For the year ended December 31, [removed: 2021,] [added: 2022,] the Company’s Mobility and Delivery revenue, net of incentives, was [removed: $15.3] [added: $24.9] billion and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled [removed: $2.4] [added: $2.2] billion, of which a significant portion relates to discounts and promotions.

The Company’s short-term and long-term insurance reserves as of December 31, [removed: 2021] [added: 2022] totaled [removed: $4.0] [added: $4.7] billion.

[added: 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.

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

| | | | | | | As of December 31, [removed: 2020] [added: 2021] | | | | | | As of December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | | | | $ | 5,647 | | | | | $ | 4,295 | | [added: | | | $ | 4,208 | |]

| Short-term investments | | | | | | [removed: 1,180] [added: —] | | | | | | [removed: —] [added: 103] | | |

| Restricted cash and cash equivalents [added: - current] | | | | | | 250 | | | | | | 631 | | | [added: | | | 680 | | |]

| Accounts receivable, net of allowance of [removed: $55] [added: $51] and [removed: $51,] [added: $80,] respectively | | | | | | [removed: 1,073] [added: 2,439] | | | | | | [removed: 2,439] [added: 2,779] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 1,215] [added: 1,454] | | | | | | [removed: 1,454] [added: 1,479] | | |

| Total current assets | | | | | | [removed: 9,882] [added: 8,819] | | | | | | [removed: 8,819] [added: 9,249] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 1,494] [added: 2,879] | | | | | | [removed: 2,879] [added: 1,789] | | |

| Collateral held by insurer | | | | | | [added: 339 | | | | | |] 860 | | | | | | — | | |

| Equity method investments | | | | | | [removed: 1,079] [added: 800] | | | | | | [removed: 800] [added: 870] | | |

| Property and equipment, net | | | | | | [removed: 1,814] [added: 1,853] | | | | | | [removed: 1,853] [added: 2,082] | | |

| Operating lease right-of-use assets | | | | | | [removed: 1,274] [added: 1,388] | | | | | | [removed: 1,388] [added: 1,449] | | |

| Intangible assets, net | | | | | | [removed: 1,564] [added: 2,412] | | | | | | [removed: 2,412] [added: 1,874] | | |

| Goodwill | | | | | | [removed: 6,109] [added: 8,420] | | | | | | [removed: 8,420] [added: 8,263] | | |

| Other assets | | | | | | [removed: 124] [added: 397] | | | | | | [removed: 397] [added: 518] | | |

| Total assets | | | | | | $ | [removed: 33,252] [added: 38,774] | | | | | $ | [removed: 38,774] [added: 32,109] | |

| Accounts payable | | | | | | $ | [removed: 235] [added: 860] | | | | | $ | [removed: 860] [added: 728] | |

| Short-term insurance reserves | | | | | | [removed: 1,243] [added: 1,442] | | | | | | [removed: 1,442] [added: 1,692] | | |

| Operating lease liabilities, current | | | | | | [removed: 175] [added: 185] | | | | | | [removed: 185] [added: 201] | | |

| Accrued and other current liabilities | | | | | | [removed: 5,112] [added: 6,537] | | | | | | [removed: 6,537] [added: 6,232] | | |

| Total current liabilities | | | | | | [removed: 6,865] [added: 9,024] | | | | | | [removed: 9,024] [added: 8,853] | | |

*Change in Accounting Principle*

management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.

| Restricted investments | | | | | | — | | | | | | 1,614 | | |

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

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

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

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

| Issuance of common stock for settlement of contingent consideration liability | | | | | | — | | | | | | | | | 132 | | | | | | — | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | |

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

| Recognition of non-controlling interest upon capital investment | | | | | | 18 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Recognition of non-controlling interest upon issuance of subsidiary stock | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5 | | | | | | 5 | | |

| Issuance of Freight subsidiary preferred stock | | | | | | 250 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net income (loss) | | | | | | (39) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,141) | | | | | | 42 | | | | | | (9,099) | | |

| Balance as of December 31, 2022 | | | | | | $ | 430 | | | | | | | | 2,005,486 | | | | | | $ | — | | | | | $ | 40,550 | | | | | $ | (443) | | | | | $ | (32,767) | | | | | $ | 734 | | | | | $ | 8,074 | |

| Net loss including non-controlling interests | | | | | | $ | (6,788) | | | | | $ | (570) | | | | | $ | (9,138) | |

| Impairment of equity method investment | | | | | | — | | | | | | — | | | | | | 182 | | |

| Revaluation of MLU B.V. call option | | | | | | — | | | | | | — | | | | | | (191) | | |

| | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

| Right-of-use assets obtained in exchange for lease obligations | | | | | | 202 | | | | | | 273 | | | | | | 329 | | |

| | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

We account for leases in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”).

collateralized basis.

We include investments in equity

As of December 31, 2022, restricted investments on the consolidated balance sheet are comprised of marketable debt securities that may include U.S. government and agency securities, commercial paper, corporate bonds, and time deposits, which are held in trust accounts at third-party financial institutions pursuant to certain contracts with insurance providers.

Restricted investments are classified as non-current assets as these investments are unavailable for use in short-term operations due to legal and/or contractual restrictions.

In 2022, we modified our arrangements in certain markets and, as a result, concluded we are responsible for the provision of Mobility services to end-users in those markets.

We have determined that in these transactions, end-users are our customers and our sole performance obligation in the transaction is to provide transportation services to the end-user.

In these markets where we are responsible for Mobility services, we present revenue from end-users on a gross basis, as we control the service provided by Drivers to end-users, while payments to Drivers in exchange for Mobility services are recognized in cost of revenue, exclusive of depreciation and amortization.

We recognize revenue when a trip is complete.

Revenue is recognized on a net basis for these transactions.

*Refunds and Credits*

The service-based condition for these awards generally is satisfied over three or four years.

We adopted the ASU prospectively on January 1, 2022.

We will adopt this accounting standard update on January 1, 2023 and will apply the guidance prospectively for future acquisitions.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies that contractual sale restrictions are not considered in measuring fair value of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions.

The standard is effective for public companies for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

This accounting standard update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.

In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program.

The amendments do not affect the recognition, measurement

*Changes in Accounting Principles*

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded The Drizly Group, Inc. (“Drizly”) and Tupelo Parent, Inc. (“Transplace”) from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired by the Company in purchase business combinations during 2021.

We have also excluded Drizly and Transplace from our audit of internal control over financial reporting.

Drizly and Transplace are wholly-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 3% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

February 24, 2022

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

| Assets held for sale | | | | | | 517 | | | | | | — | | |

| Investments (including amortized cost of debt securities of $2,281 and $—) | | | | | | 9,052 | | | | | | 11,806 | | |

| Liabilities held for sale | | | | | | 100 | | | | | | — | | |

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

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

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

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

| Cumulative effect of adoption of new accounting standard (ASC 842) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 9 | | | | | | — | | | | | | 9 | | |

| Vesting and exercise of warrants | | | | | | — | | | | | | 923 | | | | | | 45 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Lapsing of repurchase option related to Series E redeemable convertible preferred stock issued to a non-employee service provider | | | | | | — | | | | | | — | | | | | | 2 | | | | | | | | | — | | | | | | — | | | | | | 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | |

| Conversion of warrant to common stock in connection with initial public offering | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 150 | | | | | | — | | | | | | 7 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | |

| Conversion of convertible notes to common stock in connection with initial public offering | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 93,978 | | | | | | — | | | | | | 4,229 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,229 | | |

| Repurchase of outstanding shares | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (1) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Exercise of put option on common stock held by Yandex | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (1,528) | | | | | | — | | | | | | (47) | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (47) | | |

| Repurchase of unvested early-exercised stock options | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (32) | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of common stock in connection with initial public offering, net of offering costs | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 180,000 | | | | | | — | | | | | | 7,973 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,973 | | |

| Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | | | | | | — | | | | | | (904,530) | | | | | | (14,224) | | | | | | | | | 904,530 | | | | | | — | | | | | | 14,224 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,224 | | |

| Issuance of common stock in private placement | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 11,111 | | | | | | — | | | | | | 500 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 500 | | |

| Reclassification of share-based award liability to additional paid-in capital | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 21 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 21 | | |

| Repayment of employee loans collateralized by outstanding common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 14 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | |

| Issuance of common stock as consideration for investment and acquisition | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 205 | | | | | | — | | | | | | 9 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | |

| Balance as of December 31, 2019 | | | | | | $ | 311 | | | | | — | | | | | | $ | — | | | | | | | | 1,716,681 | | | | | | $ | — | | | | | $ | 30,739 | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (187) | | | | | $ | (16,362) | | | | | $ | 682 | | | | | $ | 14,872 | |

| Unrealized loss on investments in available-for-sale securities, net of tax | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (46) | | | | | | — | | | | | | — | | | | | | (46) | | |

| Gain on extinguishment of convertible notes and settlement of derivatives | | | | | | (444) | | | | | | — | | | | | | — | | |

| Collateral held by insurer | | | | | | (1,199) | | | | | | 339 | | | | | | 860 | | |

| Proceeds from issuance of common stock upon initial public offering, net of offering costs | | | | | | 7,973 | | | | | | — | | | | | | — | | |

| Taxes paid related to net share settlement of equity awards | | | | | | (1,573) | | | | | | (17) | | | | | | (27) | | |

| Proceeds from issuance of common stock related to private placement | | | | | | 500 | | | | | | — | | | | | | — | | |

| Conversion of redeemable convertible preferred stock to common stock upon initial public offering | | | | | | 14,224 | | | | | | — | | | | | | — | | |

| Conversion of convertible notes to common stock upon initial public offering | | | | | | 4,229 | | | | | | — | | | | | | — | | |

We may not be able to obtain additional

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.

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

In accordance with guidance from the 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 The Drizly Group, Inc. (“Drizly”), which we acquired in October 2021 and Tupelo Parent, Inc. (“Transplace”), which we acquired in November 2021, as discussed in Note 18 – Business Combinations, of the notes to the consolidated financial statements.

We have included the financial results of these in the consolidated financial statements from the date of acquisition.

Total assets (excluding goodwill and intangible assets) and total revenues related to Drizly and Transplace that were excluded from our assessment of internal control over financial reporting collectively represented approximately 3% and 4% of our consolidated total assets and total revenues as of and for the fiscal year ended December 31, 2021, respectively.

The information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” “Corporate Governance” and “Other Governance Matters” in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021 (“2022] [added: 2022 (“2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the headers “Corporate Governance-Certain Relationships and Related Person Transactions” and “Corporate Governance-Director Independence Determination” in the [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated herein by reference.

| 4.1 | | | | | | [Description of Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit41.htm)] [added: Stock.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit41.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | March 2, 2020 | | |

| [removed: 4.5] [added: 4.3] | | | | | | [Indenture, relating to the Registrant’s 8.00% Senior Notes due 2026, by and between the Registrant and U.S. Bank National Association, dated November 7, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex45.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 4.5 | | | | | | April 11, 2019 | | |

| [removed: 4.6] [added: 4.4] | | | | | | [Form of 8.00% Senior Note due 2026.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex46.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 4.6 | | | | | | April 11, 2019 | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Indenture, dated as of September 17, 2019, by and between the Registrant, Rasier, LLC and U.S. Bank National Association as Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | September 17, 2019 | | |

| [removed: 4.8] [added: 4.6] | | | | | | [Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | September 17, 2019 | | |

| [removed: 4.9] [added: 4.7] | | | | | | [Form of Unsecured Convertible Note.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000022/uber3312020exhibit41.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.1 | | | | | | May 8, 2020 | | |

| [removed: 4.10] [added: 4.8] | | | | | | [Indenture, dated as of May 15, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | May 15, 2020 | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] [added: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | May 15, 2020 | | |

| [removed: 4.12] [added: 4.10] | | | | | | [Indenture, dated as of September 16, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | September 16, 2020 | | |

| [removed: 4.13] [added: 4.11] | | | | | | [Form of Global Note, representing the Registrant’s 6.250% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] [added: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000487/e20513_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | September 16, 2020 | | |

| [removed: 4.14] [added: 4.12] | | | | | | [Indenture, dated as of December 11, 2020, by and between the Registrant and U.S. Bank National Association, as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | December 11, 2020 | | |

| [removed: 4.15] [added: 4.13] | | | | | | [Form of Global Note, representing the Registrant’s 0% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | December 11, 2020 | | |

| [removed: 4.16] [added: 4.14] | | | | | | [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 | | |

| [removed: 4.17] [added: 4.15] | | | | | | [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 | | |

| 10.8 | | | | | | [Director Compensation Policy and Stock Ownership [removed: Guidelines](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit108.htm)] [added: Guidelines](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000024/uber06302022exhibit102.htm)] | | | | | | [removed: X] | | | | | | [added: 10-Q] | | | | | | [added: 001-38902] | | | | | | [added: 10.2] | | | | | | [added: August 4, 2022] | | |

| [removed: 10.9] [added: 10.10] | | | | | | [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: 10.10] [added: 10.11] | | | | | | [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: 10.11] [added: 10.12] | | | | | | [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: 10.12] [added: 10.13] | | | | | | [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: 10.13] [added: 10.14] | | | | | | [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: 10.14] [added: 10.15] | | | | | | [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: 10.15] [added: 10.16] | | | | | | [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: 10.16] [added: 10.17] | | | | | | [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, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit101.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | August 7, 2020 | | |

| [removed: 10.17] [added: 10.18] | | | | | | [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, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit1017.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit1017.htm)] | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 001-38902] | | | | | | [added: 10.17] | | | | | | [added: February 24, 2022] | | |

| [removed: 10.18] [added: 10.20] | | | | | | [Term Loan 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/d647752dex1021.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.21 | | | | | | April 11, 2019 | | |

| [removed: 10.19] [added: 10.21] | | | | | | [Amendment No. 1 to Term Loan 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/d647752dex1022.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.22 | | | | | | April 11, 2019 | | |

| [removed: 10.20] [added: 10.22] | | | | | | [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 | | |

| [removed: 10.21] [added: 10.23] | | | | | | [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: 10.22+] [added: 10.24+] | | | | | | [Google Maps Master Agreement, by and between the Registrant and Google LLC, dated July 13, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | November 6, 2020 | | |

| [removed: 10.23] [added: 10.26] | | | | | | [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 | | |

| [removed: 10.24] [added: 10.27] | | | | | | [Employment Agreement, by and between the Registrant and Nelson Chai, dated April 9, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1030.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.30 | | | | | | April 11, 2019 | | |

| [removed: 10.25] [added: 10.28] | | | | | | [Addendum to Employment Agreement, by and between the Registrant and Nelson Chai, dated September 1, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1029.htm) | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 10.29 | | | | | | March 2, 2020 | | |

| [removed: 10.26] [added: 10.29] | | | | | | [Addendum to Employment Agreement, by and between the Registrant and Nelson Chai, dated February 28, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1030.htm) | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 10.30 | | | | | | March 2, 2020 | | |

| [removed: 10.27] [added: 10.30] | | | | | | [Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated April 9, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1032.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.32 | | | | | | April 11, 2019 | | |

| [removed: 10.28] [added: 10.31] | | | | | | [Addendum to Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated December 18, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm) | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 10.29 | | | | | | March 1, 2021 | | |

| [removed: 10.29[‡](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] [added: 10.32[‡](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] | | | | | | [Form of employment agreement between the Registrant and its executive [removed: officers.](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] [added: officers.](http://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.2 | | | | | | November 6, 2020 | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000010/uber12312022exhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000010/uber12312022exhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24.1 | | | | | | [Power of Attorney (contained on signature page [removed: hereto).](#i41f3a487140149eaa115f268f79d2e06_253)] [added: hereto).](#i17fd6ae3a7f44248adfce31d5bb1ba63_247)] | | | | | | 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/1543151/000154315122000008/uber12312021exhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000010/uber12312022exhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.9 | | | | | | [RSU Conversion and Deferral Program for Directors.](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000015/uber3312022exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | May 5, 2022 | | |

| 10.19 | | | | | | [Amendment No. 9 to Revolving Credit Agreement, dated April 4, 2022, by and among the Registrant, as borrower, Rasier, LLC, as guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent.](http://www.sec.gov/Archives/edgar/data/1543151/000155278122000307/e22228_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | April 5, 2022 | | |

| 10.25+ | | | | | | [Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, by and between the Registrant and Google LLC, dated February 9, 2022](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000015/uber3312022exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.2 | | | | | | May 5, 2022 | | |

| /s/ H.E. Yasir Al-Rumayyan | | | | | | Director | | | | | | February 21, 2023 | | |

| | | | | | | Director | | | | | | February 24, 2022 | | |