Uber Technologies (UBER) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: -] Outbreaks of contagious [removed: disease, such as the COVID-19 pandemic,] [added: disease] and the impact of actions to mitigate such [added: disease or] pandemic, have adversely [removed: affected,] [added: impacted] and [added: could in the] future [removed: outbreaks of disease may] adversely [removed: affect, parts of] [added: impact] our [removed: business.][added: business, financial condition and results of operations.]

We have resolved the classification claims of a majority of these Drivers under individual settlement [removed: agreements, pursuant to which we have paid approximately $521 million as of December 31, 2022.][added: agreements.]

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

[added: 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.

[removed: As we and our competitors introduce new products and] offerings, and as existing products evolve, we expect to become subject to additional competition.

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

Our Delivery offering competes with numerous companies in the meal, grocery and other delivery space in [added: 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 and managed transportation providers such as C.H. Robinson, Total Quality Logistics, XPO Logistics, [removed: Convoy,] Echo Global Logistics, Coyote, Transfix, DHL, and NEXT Trucking.

As a result of certain divestitures, we are contractually restricted from competing with our [added: current or former] minority-owned [removed: affiliates] [added: entities] with respect to certain aspects of our business, including in [removed: China through August 2023,] Russia/CIS through February 2025, Southeast Asia through [removed: the later of March 2023 or] one year after we dispose of all interests in Grab, and the [removed: United States, Canada, Australia, New Zealand and certain parts of Europe with respect to e-bikes] [added: Middle East, North Africa] and [removed: e-scooters] [added: Pakistan] through [removed: May 2023, while none] [added: two years after we dispose] of [added: all interests in Careem Technologies, while] our minority-owned [removed: affiliates] [added: entities] are [added: not necessarily] restricted from competing with us anywhere in the world.

As [removed: Didi and] our [removed: other] [added: current and former] minority-owned [removed: affiliates] [added: entities] continue to expand their businesses, they may in the future compete with us in additional geographic markets.

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, Shippers, and [added: Carriers to their platform and away from ours.]

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

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

We incurred operating losses of [removed: $4.9 billion,] $3.8 billion and $1.8 billion in the years ended December 31, [removed: 2020,] 2021 and 2022, [added: respectively,] and as of December 31, [removed: 2022,] [added: 2023,] we had an accumulated deficit of [removed: $32.8] [added: $30.6] billion.

In addition, we sometimes introduce new products that we expect to add value to our overall platform and network but which we expect will generate lower Gross Bookings per Trip or a lower [removed: Take Rate.][added: Revenue Margin.]

Further, we charge a lower service fee to certain of our largest chain restaurant partners on our Delivery offering to grow the number of Delivery consumers, which may at times result in a negative [removed: take rate] [added: Revenue Margin] with respect to those transactions after considering amounts collected from consumers and paid to Drivers.

[removed: 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 supply liquidity that we experience in that market.

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, or fear of such an event, treatment of Drivers, perception that our culture has not fundamentally changed, [added: dissatisfaction with changes we make to our products and offerings, or dissatisfaction with our products and offerings in general.]

[removed: Required changes in the qualification, screening, and background check process (including any changes to such processes of Careem, Postmates] or other acquired companies) could also reduce the number of Drivers in those markets or extend the time required to recruit new Drivers to our platform, which would adversely impact our business and growth.

Public responses to our safety 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, as well as public responses to any third party [added: 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.]

For example, we have licensed our brand in connection with certain divestitures and joint ventures, including to Didi in China and to [removed: our Yandex.Taxi joint venture] [added: Yandex] in Russia/CIS, 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.

As our operations have expanded, we have grown from 159 employees as of December 31, 2012 to approximately [removed: 32,800] [added: 30,400] global employees as of December 31, [removed: 2022,] [added: 2023,] of whom approximately [removed: 19,200] [added: 17,500] were located outside the United States.

[removed: We expect the] [added: The] total number of our employees located outside the United States [added: has increased and may continue] to increase as we expand globally.

Moreover, in order to optimize our organizational structure, we have implemented several reductions in workforce and restructurings, [removed: including in response to the COVID-19 pandemic] and [removed: its impact on our business, and] may in the future implement other reductions in workforce.

[removed: If Drivers or Carriers, or individuals impersonating Drivers or Carriers, engage in criminal activity, misconduct, or inappropriate] conduct or use our platform as a conduit for criminal activity, consumers and Shippers may not consider our products and offerings safe, and we may receive negative press coverage as a result of our business relationship with such Driver or Carrier, which would adversely impact our brand, reputation, and business.

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

We also plan to invest [removed: significant] resources to develop [removed: and expand new] offerings and technologies in the markets in which [removed: Careem and] Postmates operate.

As of December 31, [removed: 2022,] [added: 2023,] we operated in approximately 70 countries, and markets outside the United States accounted for approximately [removed: 76%] [added: 77%] of all Trips.

[removed: We have limited experience operating in many jurisdictions outside of the United States and have] made, and expect to continue to make, significant investments to expand our international operations and compete with local and other global competitors.

We have limited influence over our minority-owned [removed: affiliates,] [added: entities,] which subjects us to substantial risks, including potential loss of value.

Our growth strategy has included the restructuring of our business and assets by divesting our business and assets in certain jurisdictions and partnering with and investing in local ridesharing, and delivery companies to participate in those markets rather than [removed: operate in those markets independently.]

As a result, a significant portion of our assets includes minority ownership positions, including in Didi, Grab, [removed: our Yandex.Taxi joint venture,] Lime, and Aurora.

We are not represented on the management teams of Grab, [removed: our Yandex.Taxi joint venture,] Lime or Aurora, and therefore do not participate in the day-to-day management of Grab, [removed: our Yandex.Taxi joint venture,] Lime or Aurora.

Although we are represented on each of the boards of directors of Grab, [removed: our Yandex.Taxi joint venture,] Lime and Aurora, we do not have a controlling influence on those boards.

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 [added: domiciled and operate in countries with particular economic, tax, political, legal, safety, regulatory and public health risks, including the extent of the impact of the pandemic on their business; are domiciled or operate in countries that may become subject to economic sanctions or foreign investment restrictions; depend on the management talents and efforts of a small group of individuals, and, as a result, the death, disability, resignation, or termination of one or more of these individuals could have an adverse effect on the relevant company’s operations; and will likely require substantial additional capital to support their operations and expansion and to maintain their competitive positions.]

[removed: The] [added: In addition, the] broader consequences of [removed: this conflict,] [added: the conflict between Russia and Ukraine,] 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.

For Mobility, we typically generate higher revenue in our fourth quarter compared to other quarters due in part to fourth quarter holiday and business demand, and typically generate lower revenue in our [removed: third] [added: first] quarter compared to other quarters due in part to less usage of our platform [removed: during peak vacation season in certain cities, such] as [removed: Paris.][added: holiday demand slows down.]

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

For Delivery, we expect to experience seasonal increases in our revenue in the [removed: first and] fourth [removed: quarters] [added: quarter] compared to [removed: the second and third] [added: other] quarters, although the historical growth of Delivery has masked these seasonal fluctuations.

- Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the data sets used, and/or a complex, developing regulatory environment.

- Increased attention to, and evolving expectations regarding, environment, social and governance and sustainability matters may impact our business, reputation and liabilities, including in the context of certain commitments we have made.

effective as of January 1, 2020.

As we and our competitors introduce new products and

To

Required changes in the qualification, screening, and background check process (including any changes to such processes of Careem, Postmates

If Drivers or Carriers, or individuals impersonating Drivers or Carriers, engage in criminal activity, misconduct, or inappropriate

We have limited experience operating in many jurisdictions outside of the United States and have

operate in those markets independently.

As a

Future

We rely on third-party service providers to host or otherwise process some of our data and that of platform users, and they have experienced, and may again experience, security and privacy incidents.

For

impacts on the operation of our platform.

Under certain circumstances specified in the

Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the data sets used, and/or a complex, developing regulatory environment.

This technology presents a number of risks inherent in its use.

AI algorithms may use third-party AI with unclear intellectual property rights or interests.

Intellectual property ownership and license rights, including copyright, of generative and other AI output, have not been fully interpreted by courts or regulations.

The United States and other countries may consider comprehensive legal compliance frameworks specifically for AI, which is a trend that may increase now that the European Commission has proposed the first such framework.

Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.

AI use or management by us or others, including decisions based on automated processing or profiling, inappropriate or controversial data practices, or insufficient disclosures regarding machine learning and algorithms, have and could impair the acceptance of AI solutions or subject us to lawsuits, regulatory investigations or other harm, such as negative impacts to the value of our intellectual property or our brand.

The rapid evolution of AI may require us to allocate additional resources to help implement AI ethically in order to minimize unintended or harmful impacts, and may also require us to make additional investments in the development of proprietary datasets, machine learning models or other systems, which may be costly.

We face climate change related physical and transition risks, which include risks associated with market shifts toward more sustainable or renewable forms of energy and energy conservation.

In the context of our business, this includes market shifts toward electric vehicles (“EVs”) and lower carbon business models, and potential increased energy costs.

Physical climate change risks include risks related to extreme weather events or natural disasters, and include extreme storms and temperatures, flooding, droughts, freezes, wildfires, earthquakes and tsunamis, as well as chronic changes such as sea-level rise.

While we and third parties may take various actions to mitigate business risks associated with climate change, this may require incurring substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks.

Moreover, environmental and social laws and regulations, including climate regulations, are also increasing with a variety of stakeholders, including regulators seeking more information on related risks and impacts.

For example, we are subject to regulation adopted in the European Union in December 2022, the Corporate Sustainability Reporting Directive, with targets beginning in 2024.

In the United States, we are subject to regulation and legislation at the state level, for example California recently adopted climate-related disclosure legislation and other states are expected to do so, and at the federal level by the US Securities and Exchange Commission.

Additional regulation may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls processes and procedures regarding matters that have not been subject to such levels of controls in the past, and impose increased oversight obligations on our management and board of directors, as well as require us to hire third party experts.

Additional regulatory requirements may also end up exposing us to increased activism, litigation and enforcement.

All of these risks may also impact our suppliers, business partners or customers, which may impact our business, financial condition, or results of operations.

Increased attention to, and evolving expectations regarding, environment, social and governance and sustainability matters may impact our business, reputation and liabilities, including in the context of certain commitments we have made.

We have taken, and may continue to take, certain environmental and social actions, including the establishment of environmental and social goals or targets, including those that relate to climate change matters.

All our climate change-related goals are intentionally challenging, and are therefore subject to risks, uncertainties, third party information or action, and conditions, many of which are outside of our control.

In addition, all our environmental, social and governance disclosures, including our climate goals, are also subject to certain assumptions, estimations, methodologies, and third-party information that we believed to be reasonable at the time, but which may subsequently be determined to be erroneous, insufficient, or otherwise misaligned with stakeholder expectations.

Any failure or perceived failure to satisfy evolving stakeholder expectations for environmental, social and governance practices and reporting may harm our reputation and impact relationships with certain investors and other stakeholders.

Furthermore, there are efforts by some stakeholders to reduce or limit companies’ efforts on certain environmental, social and governance related matters.

Both advocates and opponents are increasingly resorting to a range of activism forms, including media

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

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,

various regions for Drivers, consumers, and merchants, including DoorDash, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery Hero, Just Eat Takeaway, and Amazon.

Didi currently competes with us in certain countries in Latin America and in Australia.

In addition, our Yandex.Taxi joint venture currently competes with us in certain countries in Europe and Africa.

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

domiciled and operate in countries with particular economic, tax, political, legal, safety, regulatory and public health risks, including the extent of the impact of the COVID-19 pandemic on their business; are domiciled or operate in countries that may become subject to economic sanctions or foreign investment restrictions; depend on the management talents and efforts of a small group of individuals, and, as a result, the death, disability, resignation, or termination of one or more of these individuals could have an adverse effect on the relevant company’s operations; and will likely require substantial additional capital to support their operations and expansion and to maintain their competitive positions.

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.

In 2022, we experienced altered seasonality as a result of the COVID-19 pandemic and related restrictions.

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.

expand our platform;

industry experience.

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

Inappropriate or controversial data practices by us or others could impair the acceptance of AI solutions or subject us to lawsuits and regulatory investigations.

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

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

Outbreaks of contagious disease and the impact of actions to mitigate the such disease or pandemic, have adversely impacted and could in the future adversely impact our business, financial condition and results of operations.

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.

We are subject to potential changes in relevant tax, accounting, and other laws, regulations, and interpretations, including changes to tax laws applicable to corporate multinationals.

As of December 31, 2022, we had foreign net operating loss carryforwards of $633 million that begin to expire in 2023 and $17.7 billion that have an unlimited carryover period.

We have not to date, but

For example, with respect to the integration of Careem and Drizly, each company’s brand, product app(s) and payments apps continue to operate in parallel with Uber’s apps and each company’s engineering, human resources, and operations teams will continue to operate independently and report to such company’s own Chief Executive Officer.

corrupt practices by such parties, may not prove effective, and such parties may engage in conduct for which we could be held responsible.

We are considering further legal challenges and possible policy solutions.

that have favored and may continue to favor local or incumbent competitors, including obstacles for potential Drivers seeking to obtain required licenses or vehicle certifications.

and the District of Columbia relating to the 2016 Breach, which involved payment of $148 million and assurances that we would enhance our data security and privacy practices.

operations and financial results.

actions against us by governmental entities or others.

industry in particular, including our competitors;

During the evaluation and

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: 2021,] [added: 2022,] filed on February [removed: 24, 2022,] [added: 21, 2023,] for reference to discussion of the fiscal year ended December 31, [removed: 2020,] [added: 2021,] the earliest of the three fiscal years presented.*

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

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: Constant Currency (1)] | | |

| *(In millions, except percentages)* | | | | | | [removed: 2021 | | | | | |] 2022 | | | | | | [removed: 2021 to 2022 % Change] [added: 2023] | | | | | | [removed: 2021 to 2022 %] [added: %] Change | | |

| Monthly Active Platform Consumers (“MAPCs”) (2), (3) | | | | | | [removed: 118] [added: 131] | | | | | | [removed: 131] [added: 150] | | | | | | [removed: 11] [added: 15] | | % | | | | | | |

| Trips (2) | | | | | | [removed: 6,368] [added: 7,642] | | | | | | [removed: 7,642] [added: 9,448] | | | | | | [removed: 20] [added: 24] | | % | | | | | | |

| Gross Bookings (2) | | | | | | $ | [removed: 90,415] [added: 115,395] | | | | | $ | [removed: 115,395] [added: 137,865] | | | | | [removed: 28] [added: 19] | | % | | | | [removed: 33] [added: 20] | | % |

| Revenue | | | | | | $ | [removed: 17,455] [added: 31,877] | | | | | $ | [removed: 31,877] [added: 37,281] | | | | | [removed: 83] [added: 17] | | % | | | | [removed: 90] [added: 18] | | % |

| Net [removed: loss] [added: income (loss)] attributable to Uber Technologies, Inc. [removed: (4)] | | | | | | $ | [removed: (496)] [added: (9,141)] | | | | | $ | [removed: (9,141)] [added: 1,887] | | | | | | | | | | | | | |

| Adjusted EBITDA [removed: (1), (2)] | | | | | | [removed: $] | [removed: (774)] | | | | | $ | 1,713 | | | | | [removed: | | | | | |] [added: $] | [added: 4,052] | |

| Net cash provided by [removed: (used in)] operating activities [removed: (5)] [added: (4)] | | | | | | $ | [removed: (445)] [added: 642] | | | | | $ | [removed: 642] [added: 3,585] | | | | | | | | | | | | | |

| Free cash flow (1), [removed: (5)] [added: (4)] | | | | | | $ | [removed: (743)] [added: 390] | | | | | $ | [removed: 390] [added: 3,362] | | | | | | | | | | | | | |

For additional information on [removed: the legacy auto insurance transfer,] [added: these matters,] refer to Note [removed: 1] [added: 14] – [removed: Description of Business] [added: Commitments] and [removed: Summary of Significant Accounting Policies] [added: Contingencies] to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K as well as the section titled “Liquidity and Capital [removed: Resources” for more information.][added: Resources”.]

[added: (4)] Net cash provided by operating activities and free cash flow during the year ended December 31, 2022 reflected an approximately $733 million [removed: (GBP 613] [added: (£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 [removed: information on this matter, refer to] [added: information, see] Note [removed: 14] [added: 8] – [removed: Commitments] [added: Long-Term Debt] and [removed: Contingencies] [added: Revolving Credit Arrangements] to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form [removed: 10-K as well as the section titled “Liquidity and Capital Resources”.][added: 10-K.]

Highlights for [removed: 2022][added: 2023]

In the fourth quarter of [removed: 2022,] [added: 2023,] our MAPCs were [removed: 131] [added: 150] million, growing [removed: 7] [added: 8] million, or 6%, quarter-over-quarter, and growing [removed: 11%] [added: 15%] compared to the same period in [removed: 2021.][added: 2022.]

Overall Gross Bookings increased by [removed: $25.0] [added: $22.5] billion in [removed: 2022,] [added: 2023,] up [removed: 28%,] [added: 19%,] or [removed: 33%] [added: 20%] on a constant currency basis, compared to [removed: 2021.][added: 2022.]

Mobility Gross Bookings grew [removed: 48%] [added: 32%] year-over-year, on a constant currency basis, primarily due to increases in Trip [removed: volumes as the business recovers from the impacts of the coronavirus pandemic (“COVID-19”).][added: volumes.]

Delivery Gross Bookings grew [removed: 14%] [added: 15%] year-over-year, on a constant currency basis, primarily driven by [removed: growth] [added: an increase] in [removed: the US & Canada.][added: delivery orders and higher basket sizes.]

Revenue was [removed: $31.9] [added: $37.3] billion, [removed: or] up [removed: 83%] [added: 17%] year-over-year.

Net [removed: loss] [added: income] attributable to Uber Technologies, Inc. was [removed: $9.1] [added: $1.9] billion, which includes the [removed: unfavorable] [added: favorable] impact of a pre-tax unrealized [removed: loss] [added: gain] on debt and equity securities, net, of [removed: $7.0] [added: $1.6] billion primarily related to changes in the fair value of our [removed: marketable] equity securities, including: a [removed: $3.0 billion] [added: $985 million] net unrealized [removed: loss] [added: gain] on our Aurora [removed: investments,] [added: investment,] a [removed: $2.1 billion] [added: $443 million] net unrealized [removed: loss] [added: gain] on our [removed: Grab] [added: Didi] investment, a [removed: $1.0 billion] [added: $84 million] net unrealized [removed: loss] [added: gain] on our [removed: Didi] [added: Joby] investment, [added: and] a [removed: $747] [added: $80] million [removed: change of fair value] [added: net unrealized gain] on our [removed: Zomato investment, as well as a][added: Grab investment.]

[removed: Net loss] [added: | Net income (loss)] attributable to Uber Technologies, [removed: Inc. also included $1.8 billion of stock-based compensation expense.][added: Inc. | | | | | | | | | | | | | | | | | | (29) | | % | | | | 5 | | % |]

Mobility Adjusted EBITDA profit was [removed: $3.3] [added: $5.0] billion, up $1.7 billion [removed: compared to 2021.][added: year-over-year.]

We ended the year with [removed: $4.3] [added: $5.4] billion in unrestricted cash, cash equivalents and short-term investments.

We act as an agent in these transactions by connecting consumers to Drivers and Merchants to facilitate a Trip, [removed: meal or] [added: meal,] grocery [added: or other] delivery service.

In [removed: these] [added: certain] markets [removed: where] we are responsible for [added: the] Mobility [removed: services,] [added: or Delivery services (and in most markets] we [added: are responsible for the Freight services), and in these markets we] present revenue from end-users [added: and from Shippers] on a gross basis, [removed: as we control] [added: with] the [removed: service provided by Drivers to end-users, while] payments to Drivers [removed: in exchange for Mobility services are recognized in] [added: and Carriers classified within] cost of revenue, exclusive of depreciation and amortization.

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 [removed: Recognition,”] [added: Recognition” as well as] “Note 1 – Description of Business and Summary of Significant Accounting 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 [added: costs incurred for] certain [added: Mobility and Delivery transactions where we are primarily responsible for Mobility and Delivery services and pay Drivers and Couriers for services, certain] insurance costs related to our Mobility and Delivery offerings, [added: costs incurred with Carriers for Uber Freight transportation services,] credit card processing fees, bank fees, data center and networking expenses, mobile device and service costs, [removed: costs incurred with Carriers for Uber Freight transportation services,] [added: and] amounts related to fare chargebacks and other credit card [removed: 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.][added: losses.]

[removed: As our business recovers from the impacts of COVID-19 and Trip volume increases, we] [added: We] would expect operations and support expenses to increase on an absolute dollar basis for the foreseeable [removed: future,] [added: future as our business continues to grow and Trip volume increases,] but decrease as a percentage of revenue as we become more efficient in supporting platform users.

Sales and marketing expenses primarily consist of [removed: compensation costs, including stock-based compensation to sales and marketing employees,] advertising costs, product marketing [removed: costs and] [added: costs,] discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers, [added: compensation costs, including stock-based compensation to sales] and [added: marketing employees, and] the allocation of certain corporate costs.

[removed: As our business recovers from the impacts of COVID-19, we] [added: We] would [removed: anticipate] [added: expect] sales and marketing expenses to [removed: increase on an absolute dollar basis for the foreseeable future but] vary from period to period as a percentage of revenue due to timing of marketing campaigns.

Expenses [removed: includes ATG and Other Technology Programs development expenses prior to the divestiture of our ATG business in January 2021, as well as expenses associated with] [added: also include] ongoing improvements to, and maintenance of, existing products and services, and allocation of certain corporate costs.

We [added: would] expect research and development expenses to increase and vary from period to period as a percentage of revenue as we continue to invest in research and development activities relating to ongoing improvements to and maintenance of our platform offerings and other research and development [removed: programs, offset by a decrease in investments in our ATG and Other Technology Programs subsequent to the sale of our ATG Business in 2021.][added: programs.]

[removed: As our business recovers from the impacts of COVID-19 and Trip volume increases, we] [added: We would] expect [removed: that] general and administrative expenses [removed: will] [added: to] increase on an absolute dollar basis for the foreseeable [removed: future,] [added: future as our business continues to grow and Trip volume increases,] but decrease as a percentage of revenue as we achieve improved fixed cost leverage and efficiencies in our internal support functions.

Depreciation includes expenses associated with buildings, site improvements, computer and network equipment, [removed: leased vehicles,] and furniture, fixtures, as well as leasehold improvements.

- Interest income, which consists primarily of interest earned on our cash and cash [removed: equivalents and] [added: equivalents, short-term investments,] restricted cash and cash [removed: equivalents.][added: equivalents and restricted investments.]

[removed: Equity Method Investments][added: | Income from equity method investments | | | | | | | | | | | | | | | | | | — | | % | | | | — | | % |]

[removed: Equity] [added: Income (loss) from equity] method investments primarily includes the results of our share of income or loss from our [removed: Yandex.Taxi joint venture.][added: equity method investments.]

| Revenue | | | | | | $ | [removed: 17,455] [added: 31,877] | | | | | $ | [removed: 31,877] [added: 37,281] | |

| *(In millions, except percentages)* | | | | | | 2022 | | | | | | 2023 | | | | | | % Change | | | | | | % Change (Constant Currency (1)) | | |

Net cash provided by operating activities and free cash flow during the year ended December 31, 2023 reflected an approximately $789 million (£631 million) cash outflow related to payments of HMRC VAT assessments for the period of March 2022 to June 2023.

Freight Gross Bookings declined 25% year-over-year, on a constant currency basis, primarily attributable to lower revenue per load and volume both a consequence of the challenging freight market cycle.

Mobility revenue increased $5.8 billion primarily attributable to an increase in Mobility Gross Bookings of 31% year-over-year.

Delivery revenue increased $1.3 billion primarily attributable to an increase in Delivery Gross Bookings of 14% year-over-year.

Revenue growth was partially offset by a $1.7 billion decrease in our Freight business, with Freight Gross Bookings declining 25% year-over-year.

Additionally, the increase in Mobility and Delivery revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $368 million and $796 million across Mobility and Delivery, respectively.

Adjusted EBITDA was $4.1 billion, growing $2.3 billion year-over-year.

Delivery Adjusted EBITDA profit was $1.5 billion, up $955 million year-over-year.

These increases were partially offset by a $216 million increase in Corporate G&A and Platform R&D costs, year-over-year, as well as a $64 million decrease in Freight Adjusted EBITDA year-over-year.

We would expect revenue to fluctuate on an absolute dollar basis for the foreseeable future based upon factors such as Trip volume, Driver supply, macroeconomic conditions, global travel activities and management pricing and promotional activities.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

During the year ended December 31, 2023, we implemented a business model change in certain major markets resulting in end-users becoming our customers.

Promotions to end-users considered customers are recognized as contra-revenue while promotions to end-users not considered customers are recognized as sales and marketing expenses.

- Gain (loss) from sale of investments.

| | | | | | | 2022 | | | | | | 2023 | | |

| Income (loss) from operations | | | | | | (1,832) | | | | | | 1,110 | | |

| | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2023 | | |

Revenue increased $5.4 billion, or 17% year-over-year.

Mobility revenue increased $5.8 billion primarily attributable to an increase in Mobility Gross Bookings of 31% year-over-year.

Delivery revenue increased $1.3 billion primarily attributable to an increase in Delivery Gross Bookings of 14% year-over-year.

Revenue growth was partially offset by a $1.7 billion decrease in our Freight business, with Freight Gross Bookings declining 25% year-over-year.

Additionally, the increase in Mobility and Delivery revenue was partially offset by business model changes in some countries that classified certain sales and marketing costs as contra revenue, which negatively impacted revenue by $368 million and $796 million across Mobility and Delivery, respectively.

2023 Compared to 2022

Operations and support expenses increased $276 million, or 11%, primarily attributable to a $132 million increase in employee headcount costs, a $58 million increase in Driver background checks, and a $47 million increase in external contractor expenses.

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | % Change | | | | | | | | |

2023 Compared to 2022

Sales and marketing expenses decreased $400 million, or 8%, primarily attributable to a $448 million decrease in consumer discounts, promotions, credits and refunds to $1.7 billion compared to $2.2 billion in 2022.

The decrease in consumer discounts, promotions, credits and refunds is primarily attributed to business model changes in some countries that classified certain sales and marketing costs as contra revenue totaling $1.2 billion, partially offset by a $716 million increase in consumer discounts, promotions, credits and refunds spend globally.

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2023 | | | | | | | | |

2023 Compared to 2022

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2023 | | | | | | | | |

2023 Compared to 2022

General and administrative expenses decreased $454 million, or 14%, primarily attributable to a $327 million decrease in other corporate expenses and a $208 million decrease in legal settlements and legal expenses, partially offset by a $73 million increase in employee headcount costs.

| | | | | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | % Change | | | | | | | | |

| *(In millions, except percentages)* | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2023 | | | | | | | | |

2023 Compared to 2022

On August 10, 2020, the Court issued a preliminary injunction order prohibiting us from classifying Drivers as independent contractors and from violating various wage and hour laws.

Following a stay of the injunction and our unsuccessful appeal of the injunction to a Court of Appeal, we were ordered to comply with the preliminary injunction.

In November 2020, California voters approved Proposition 22, a state ballot initiative that provides a framework for drivers that use platforms like ours for independent work.

Proposition 22 went into effect in December 2020.

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

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

The same drivers and labor union have since filed a similar challenge in California Superior Court, and in August 2021, the 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 organization, who intervened in the matter, has also filed an appeal.

Oral argument was heard and we await a decision.

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

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

The Court of Appeal rejected our appeal in a majority decision on December 19, 2018.

We appealed to the Supreme Court and a hearing at the Supreme Court took place in July 2020.

On February 19, 2021, the Supreme Court of the UK upheld the tribunal ruling.

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

Damages may include back pay including holiday pay and minimum wage.

Additional claimants have also filed and each claimant will be required to bring their own separate action to an employment tribunal to determine whether they met the “worker” classification and if so, how much each claimant will be awarded.

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

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

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

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

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

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

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

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

| Mobility Adjusted EBITDA | | | | | | $ | 1,596 | | | | | $ | 3,299 | | | | | 107 | | % | | | | | | |

| Delivery Adjusted EBITDA | | | | | | $ | (348) | | | | | $ | 551 | | | | | | | | | | | | | |

(4) Net loss attributable to Uber Technologies, Inc. included stock-based compensation expense of $1.2 billion and $1.8 billion during the years ended December 31, 2021 and 2022, respectively.

(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.

Percentage not meaningful.

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 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.

$142 million net unrealized loss on other investments.

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

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

Other Developments

*COVID-19*

COVID-19 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 operations.

For example, we temporarily suspended our shared rides offering globally, and continue to offer “leave at door” delivery options for Delivery offerings.

Our exposures to market risk for changes in interest rates relate primarily to our [removed: 2025 Refinanced Term Loan and 2027] [added: 2030] Refinanced Term [removed: Loan Facilities.][added: Loans.]

The [removed: 2025 and 2027] [added: 2030] Refinanced Term [removed: Loan Facilities] [added: Loans] represent floating rate notes and are carried at amortized cost.

A rising interest rate environment will increase the amount of interest paid on [removed: these loans.][added: the 2030 Refinanced Term Loans.]

A hypothetical 100 basis point increase in interest rates would have decreased the fair value of our notes by [removed: $232] [added: $231] million as of December 31, [removed: 2022.][added: 2023.]

We had cash and cash equivalents including restricted cash and cash equivalents totaling [removed: $7.8] [added: $6.7] billion and [removed: $6.7] [added: $7.0] billion as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2022,] [added: 2023,] respectively.

Marketable debt securities classified as restricted investments and short-term investments totaled [removed: $1.7] [added: $5.5] billion as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] 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.

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

[removed: recently] [added: These investments in privately-held entities and] 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: 2022,] [added: 2023,] the carrying value of [removed: our] [added: these] investments was [removed: $6.9] [added: $6.5] billion, including equity method [removed: investments and restricted] investments.

The interest rate for the 2030 Refinanced Term Loans is SOFR plus 2.75% per annum, subject to a floor of 0.00%.

There is no cap on the interest rate associated with the 2030 Refinanced Term Loans.

Our investment policy limits the amount of credit exposure with any one financial institution or commercial issuer.

Cash deposits typically exceed insured limits and are placed with financial institutions around the world that we believe are of high credit quality.

These deposits are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

There can be no assurance that our deposits in excess of the FDIC limits will be backstopped by the U.S., or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis.

These investments in privately-held affiliates and

Foreign currency rates may also impact the value of our equity method investment in our Yandex.Taxi joint venture.

Uber is also developing technologies designed to provide new solutions to [added: solve] everyday problems.

Our technology is available in approximately 70 countries around the world, principally in the United States (“U.S.”) and Canada, Latin America, [removed: Europe,] [added: Europe (excluding Russia),] the Middle East, Africa, and Asia (excluding China and Southeast Asia).

As of December 31, [removed: 2022,] [added: 2023,] we had three operating and reportable segments: Mobility, Delivery and Freight.

We also participate in certain regions through our minority-owned [removed: affiliates.][added: entities.]

[removed: We] [added: After launching our Delivery app, Uber Eats, over eight years ago, 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 [removed: expanded] [added: expanded,] our earner base by increasing utilization and earnings across the network.

Over the last several [removed: years] [added: 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.

| Massive Network | | | | | | Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In [removed: approximately 10,500] [added: more than 10,000] cities around the world (as of December 31, [removed: 2022),] [added: 2023),] our network powers movement at the touch of a button for millions, and we hope eventually billions, of people. | | |

For example, Delivery attracts new consumers to our network—for the three months ended December 31, [removed: 2022,] [added: 2023,] over [removed: 61%] [added: 60%] of first-time Delivery consumers were new to our platform.

Additionally, for the three months ended December 31, [removed: 2022,] [added: 2023,] consumers who used both Mobility and Delivery generated [removed: 10.9] [added: 10.5] Trips per month on average, compared to [removed: 4.6] [added: 5.0] Trips per month on average for consumers who used a single offering in cities where both Mobility and Delivery were offered.

Our [removed: Uber Pass and] Eats Pass membership [removed: programs continue] [added: program continues] to remain available in select cities as a subscription offering.

We exited [removed: 2022] [added: 2023] with [removed: nearly 12] [added: 19] million members for our Uber One, [removed: Uber Pass,] Eats Pass and Rides Pass membership programs.

During the fourth quarter of [removed: 2022,] [added: 2023,] active advertising merchants exceeded [removed: 315,000.][added: 550,000.]

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

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

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

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, [removed: Convoy,] Echo Global Logistics, Coyote, Transfix, DHL, and NEXT Trucking.

As we continue to expand our offerings, we may be subject to additional regulations separate from those that apply to our [removed: Mobility] [added: existing] products.

[removed: Two examples of such regulations that have significant implications for our business are the] European Union’s General Data Protection Regulation (the “GDPR”), a law which went into effect in May 2018 and implemented more stringent requirements for processing personal data relating to individuals in the EU, and the California Consumer Privacy Act (the “CCPA”), which went into effect in January 2020 and established new consumer rights and data privacy and protection requirements for covered businesses.

U.S. state, city, federal, and foreign regulators are expected to continue proposing and adopting significant laws impacting the processing of [removed: personally identifiable information] [added: personal data] and other data relating to individuals, such as the California Privacy Rights Act (“CPRA”) passed in California (effective in January 2023), and [removed: a draft data protection bill pending in India.][added: India’s Digital Personal Data Protection Act 2023.]

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

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

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

We are a global company and as of December 31, [removed: 2022,] [added: 2023,] we and our subsidiaries had approximately [removed: 32,800] [added: 30,400] employees globally and operations in approximately 70 countries and [removed: approximately 10,500] [added: more than 10,000] cities around the world.

[removed: Our human capital strategies are] developed and managed by our Chief People Officer, who reports to the CEO, and are overseen by the Compensation Committee and the Board of Directors.

The world of work has changed significantly in the last [removed: two] [added: few] 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.

[removed: But in 2021, we made a shift toward] [added: We conduct] continuous listening by collecting feedback from employees throughout the year and through various channels.

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

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: 2022 People] [added: 2023 Environmental, Social,] and [removed: Culture] [added: Governance] Report, which is available on our website.

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

For example, the Mansfield Rule was implemented by June 2021, to ensure that we [removed: have considered women,] [added: are considering female,] LGBTQIA+ individuals, people with disabilities, and racially underrepresented talent by [removed: requiring that a certain percentage of candidates considered] [added: expanding the applicant pool] for [removed: leadership roles come from historically underrepresented groups.][added: open roles.]

Our Board of Directors recognizes the strategic importance of these issues and incorporated [removed: employee] diversity performance metrics into the compensation packages of our most senior executives.

To do that, we strive to help fight [removed: the] racism that persists across society, be a champion for equity, and create opportunities for all, both inside and outside our company.

For more information regarding our Diversity and Inclusion efforts, please see our [removed: 2022 People and Culture Report] [added: 2023 Environmental, Social,] and [removed: our 2022 ESG] [added: Governance] Report, which [removed: are] [added: is] available on our website.

The information in [removed: these reports] [added: this report] is not a part of this Form 10-K.

A diverse set of people choose to use our platform to earn income without having to apply for, or work the fixed [removed: schedules associated with, traditional employment.]

We also believe that legislative reform is needed to modernize the [added: social safety net.]

Some [removed: recent] examples of our advocacy to preserve flexibility of work while expanding access to benefits and protections are as follows:

For example, since its launch in 2018, our partnership with Arizona State University has enrolled nearly [removed: 5,000] [added: 13,000] Drivers and their family members in undergraduate degree programs online.

We refer to the grocery, alcohol, convenience, and retail categories collectively as Grocery & Retail.

Since then, we have expanded Uber One to approximately 25 countries.

We also compete with other

For further discussion of risks relating to government regulation, see our risk factors, including the risk factors in the section titled “Legal and Regulatory Risks Related to Our Business” in Part I, Item 1A of this Annual Report on Form 10-K.

In addition, our Delivery and Freight products are also subject to laws, regulations and standards that govern the transportation of food, alcohol and other goods.

Two examples of such regulations that have significant implications for our business are the

Our human capital strategies are

The information in the 2023 Environmental, Social, and Governance Report is not a part of this Form 10-K.

schedules associated with, traditional employment.

Additionally, we provide notifications of news or announcements regarding our financial performance,

Mobility

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.

For example:

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

In November 2019, TfL declined to issue us a license, finding that we were not “fit and proper,” including with respect to confidence in our change and release management processes.

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.

- Since April 2019, Mexico City’s Secretaría de Movilidad passed several amendments to existing ridesharing regulations implementing certain operational requirements, including a prohibition on the use of cash to pay for ridesharing services and, effective as of November 2019, a comprehensive TNC data sharing requirement and a requirement that Drivers in Mexico City obtain additional licenses and annual vehicle inspections to provide ridesharing services.

Except for the vehicle inspection, we obtained an injunction against such operational requirements which, if implemented without modification, could have a negative impact on our business and our failure to comply with such regulations may result in a potential revocation of our license to operate in Mexico City.

- 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 also established a standard for time and distance 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.

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

Similar legislative or regulatory initiatives are being considered or have been enacted in countries outside the United States.

See the section titled “Risk Factors” included in Part I, Item 1A, “Risk Factors”.

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

In 2022, we experienced altered seasonality as a result of the COVID-19 pandemic and related restrictions.

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.

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.

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

through monitoring metrics such as attrition, retention, and offer acceptance rates, as well as sexual orientation, gender and ethnic diversity.

In July 2020, we announced commitments to becoming a more anti-racist company and since then, we have made progress on our commitment to build racial equity internally and externally.

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.

Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, [removed: 2022] [added: 2023] contained in this Annual Report on Form 10-K includes information on legal proceedings that constitute material contingencies for financial reporting purposes that could have a material adverse effect on our consolidated financial position, liquidity or results of operations if they were resolved in a manner that is adverse to us.

In addition to the matters that are identified in Note 14 – Commitments and Contingencies to our consolidated financial statements for the year ended December 31, [removed: 2022] [added: 2023] contained in this Annual Report on Form 10-K, and incorporated into this item by reference, the following matters also 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.

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

A trial has been scheduled to commence in [removed: February] [added: March] 2024.

[added: 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.

This risk is enhanced in certain jurisdictions outside

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: 1515] [added: 1725] 3rd Street

| 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. | | | | | | | | | | | | | | | [removed: ☐] [added: ☒] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant's most recently completed second fiscal quarter, was approximately [removed: $38.9] [added: $87.9] 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: 15, 2023] [added: 12, 2024] was [removed: 2,009,907,175.][added: 2,076,497,400.]

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: 2022.][added: 2023.]

| | | | [Special Note Regarding Forward-Looking [removed: Statements](#i17fd6ae3a7f44248adfce31d5bb1ba63_10)] [added: Statements](#i11d3f9c49b8d40d5a22dbaa48088842b_13)] | | | [removed: [2](#i17fd6ae3a7f44248adfce31d5bb1ba63_10)] [added: [2](#i11d3f9c49b8d40d5a22dbaa48088842b_13)] | | |

| Item 1. | | | [removed: [Business](#i17fd6ae3a7f44248adfce31d5bb1ba63_16)] [added: [Business](#i11d3f9c49b8d40d5a22dbaa48088842b_19)] | | | [removed: [4](#i17fd6ae3a7f44248adfce31d5bb1ba63_16)] [added: [4](#i11d3f9c49b8d40d5a22dbaa48088842b_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i17fd6ae3a7f44248adfce31d5bb1ba63_19)] [added: Factors](#i11d3f9c49b8d40d5a22dbaa48088842b_22)] | | | [removed: [10](#i17fd6ae3a7f44248adfce31d5bb1ba63_19)] [added: [10](#i11d3f9c49b8d40d5a22dbaa48088842b_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i17fd6ae3a7f44248adfce31d5bb1ba63_22)] [added: Comments](#i11d3f9c49b8d40d5a22dbaa48088842b_25)] | | | [removed: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_22)] [added: [45](#i11d3f9c49b8d40d5a22dbaa48088842b_25)] | | |

| Item 2. | | | [removed: [Properties](#i17fd6ae3a7f44248adfce31d5bb1ba63_25)] [added: [Properties](#i11d3f9c49b8d40d5a22dbaa48088842b_28)] | | | [removed: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_25)] [added: [46](#i11d3f9c49b8d40d5a22dbaa48088842b_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i17fd6ae3a7f44248adfce31d5bb1ba63_28)] [added: Proceedings](#i11d3f9c49b8d40d5a22dbaa48088842b_31)] | | | [removed: [45](#i17fd6ae3a7f44248adfce31d5bb1ba63_28)] [added: [47](#i11d3f9c49b8d40d5a22dbaa48088842b_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i17fd6ae3a7f44248adfce31d5bb1ba63_31)] [added: Disclosures](#i11d3f9c49b8d40d5a22dbaa48088842b_34)] | | | [removed: [46](#i17fd6ae3a7f44248adfce31d5bb1ba63_31)] [added: [47](#i11d3f9c49b8d40d5a22dbaa48088842b_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i17fd6ae3a7f44248adfce31d5bb1ba63_37)] [added: Securities](#i11d3f9c49b8d40d5a22dbaa48088842b_40)] | | | [removed: [46](#i17fd6ae3a7f44248adfce31d5bb1ba63_37)] [added: [47](#i11d3f9c49b8d40d5a22dbaa48088842b_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i17fd6ae3a7f44248adfce31d5bb1ba63_40)] [added: [\[Reserved\]](#i11d3f9c49b8d40d5a22dbaa48088842b_43)] | | | [removed: [47](#i17fd6ae3a7f44248adfce31d5bb1ba63_40)] [added: [48](#i11d3f9c49b8d40d5a22dbaa48088842b_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i17fd6ae3a7f44248adfce31d5bb1ba63_43)] [added: Operations](#i11d3f9c49b8d40d5a22dbaa48088842b_46)] | | | [removed: [47](#i17fd6ae3a7f44248adfce31d5bb1ba63_43)] [added: [48](#i11d3f9c49b8d40d5a22dbaa48088842b_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i17fd6ae3a7f44248adfce31d5bb1ba63_76)] [added: Risk](#i11d3f9c49b8d40d5a22dbaa48088842b_88)] | | | [removed: [67](#i17fd6ae3a7f44248adfce31d5bb1ba63_76)] [added: [68](#i11d3f9c49b8d40d5a22dbaa48088842b_88)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i17fd6ae3a7f44248adfce31d5bb1ba63_79)] [added: Data](#i11d3f9c49b8d40d5a22dbaa48088842b_91)] | | | [removed: [69](#i17fd6ae3a7f44248adfce31d5bb1ba63_79)] [added: [70](#i11d3f9c49b8d40d5a22dbaa48088842b_91)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i17fd6ae3a7f44248adfce31d5bb1ba63_202)] [added: Disclosure](#i11d3f9c49b8d40d5a22dbaa48088842b_229)] | | | [removed: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_202)] [added: [134](#i11d3f9c49b8d40d5a22dbaa48088842b_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i17fd6ae3a7f44248adfce31d5bb1ba63_205)] [added: Procedures](#i11d3f9c49b8d40d5a22dbaa48088842b_232)] | | | [removed: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_205)] [added: [134](#i11d3f9c49b8d40d5a22dbaa48088842b_232)] | | |

| Item 9B. | | | [Other [removed: Information](#i17fd6ae3a7f44248adfce31d5bb1ba63_208)] [added: Information](#i11d3f9c49b8d40d5a22dbaa48088842b_235)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_208)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_235)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i17fd6ae3a7f44248adfce31d5bb1ba63_211)] [added: Inspections](#i11d3f9c49b8d40d5a22dbaa48088842b_238)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_211)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_238)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i17fd6ae3a7f44248adfce31d5bb1ba63_217)] [added: Governance](#i11d3f9c49b8d40d5a22dbaa48088842b_244)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_217)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_244)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i17fd6ae3a7f44248adfce31d5bb1ba63_220)] [added: Compensation](#i11d3f9c49b8d40d5a22dbaa48088842b_247)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_220)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_247)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i17fd6ae3a7f44248adfce31d5bb1ba63_223)] [added: Matters](#i11d3f9c49b8d40d5a22dbaa48088842b_250)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_223)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_250)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i17fd6ae3a7f44248adfce31d5bb1ba63_226)] [added: Independence](#i11d3f9c49b8d40d5a22dbaa48088842b_253)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_226)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_253)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i17fd6ae3a7f44248adfce31d5bb1ba63_229)] [added: Services](#i11d3f9c49b8d40d5a22dbaa48088842b_256)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_229)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_256)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i17fd6ae3a7f44248adfce31d5bb1ba63_235)] [added: Schedules](#i11d3f9c49b8d40d5a22dbaa48088842b_262)] | | | [removed: [141](#i17fd6ae3a7f44248adfce31d5bb1ba63_235)] [added: [135](#i11d3f9c49b8d40d5a22dbaa48088842b_262)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i17fd6ae3a7f44248adfce31d5bb1ba63_238)] [added: Summary](#i11d3f9c49b8d40d5a22dbaa48088842b_265)] | | | [removed: [142](#i17fd6ae3a7f44248adfce31d5bb1ba63_238)] [added: [136](#i11d3f9c49b8d40d5a22dbaa48088842b_265)] | | |

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

- our expectations regarding future operating performance, including but not limited to our expectations regarding future Monthly Active Platform Consumers (“MAPCs”), Trips, Gross Bookings, and [removed: Take Rate;][added: Revenue Margin (defined as revenue as a percentage of Gross Bookings);]

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

- volatility in the business or stock price of our minority-owned [removed: affiliates;][added: entities;]

- our ability to prevent [removed: disturbances] [added: disturbances, including cybersecurity incidents,] to our information technology systems;

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

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

| Item 1C. | | | [Cybersecurity](#i11d3f9c49b8d40d5a22dbaa48088842b_2122) | | | [45](#i11d3f9c49b8d40d5a22dbaa48088842b_2122) | | |

| | | | [Exhibit Index](#i11d3f9c49b8d40d5a22dbaa48088842b_268) | | | [137](#i11d3f9c49b8d40d5a22dbaa48088842b_268) | | |

| | | | [Signatures](#i11d3f9c49b8d40d5a22dbaa48088842b_271) | | | [141](#i11d3f9c49b8d40d5a22dbaa48088842b_271) | | |

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

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

looking statements as predictions of future events.

Safeguarding our critical networks and the information that platform users share with us is vital to our business.

One key way that Uber addresses this need is through its cybersecurity risk management program (“Cybersecurity Program”).

Uber’s Chief Information Security Officer (“CISO”) is responsible for the Cybersecurity Program, which is coordinated and primarily executed by the global organization of engineers focused on risk management using the NIST Framework (Identify, Protect, Detect, Respond, and Recover) and activities such as automation, secure development, and advanced analytics and monitoring.

The CISO has served in such role since February 2021 and has more than 20+ years of engineering and/or cybersecurity experience, including previously as CISO and Deputy Chief Technology Officer at a Fortune 500 company.

The Cybersecurity Program is also supported by Uber’s Chief Privacy Officer and Associate General Counsel, Privacy & Cybersecurity (“CPO”), who has served in that role since August 2018.

The CPO has three decades of experience as a legal advisor to

multinational corporations, including serving as Chief Privacy & Security Counsel for a Fortune 100 technology company prior to her role at Uber.

The Cybersecurity Program is supported by other members of Uber’s senior management team as well, including the Chief Legal Officer, Head of Platform Engineering, and EU Data Protection Officer.

Uber’s Board of Directors oversees the Cybersecurity Program through regular updates.

This Cybersecurity Program is a critical component of Uber’s enterprise risk management program, through which Uber reviews business, cybersecurity, information technology, privacy, legal, and geopolitical risks, among others.

The Cybersecurity Program is designed to assess, identify, and manage risks from cybersecurity threats.

Key elements of this program include:

- Oversight and Governance.

Uber’s Board oversees the Cybersecurity Program, and Uber’s risk profile with respect to cybersecurity matters, through regular reports and reviews.

These include presentations by the CISO to the Board and Audit Committee on an alternating quarterly basis, quarterly reports of certain cybersecurity incidents to the Board, and annual reports by the CPO to the Board.

The CISO also provides quarterly updates to Uber’s senior management regarding cybersecurity risks, as well as interim updates during regular meetings with Uber’s engineering, product and internal audit leadership.

The CISO and CPO also jointly chair Uber’s Privacy and Cybersecurity Council, which provides a venue for cross-functional insight and input into the Cybersecurity Program and our privacy program as they relate to Uber’s business operations.

- Internally conducted environment and vulnerability assessments. These include semi-annual assessments performed by Uber’s security engineering teams.

The findings from these assessments are reported to Uber’s senior management, including the CISO, and the Board or Audit Committee.

In addition, our internal audit function periodically conducts additional reviews and assessments, which are reported to the Audit Committee.

- Independent third-party audits and assessments by industry-leading firms.

These include regular assessments of Uber’s information systems, business systems and cybersecurity infrastructure; reviews to identify opportunities to strengthen Uber’s cybersecurity posture; and cybersecurity audits for purposes of maintaining Uber’s Payment Cards Industry (PCI), ISO 27001 and 27002, and SOC1 and SOC2 certifications.

- Cyber incident management.

This includes efforts by Uber’s security engineering team, at the direction of the CISO, to review potential incidents identified by Uber’s internal teams, Uber’s third-party service providers or external researchers through Uber’s Bug Bounty program; identify those which represent potential or actual threats to Uber’s systems, data or users; investigate and mitigate the cause and impact of such incidents; and implement safeguards to help prevent recurrence.

Uber’s CPO and legal team support such efforts, including in connection with legal or disclosure obligations triggered in connection with any such incidents.

- Third Party Risk Management.

Uber performs due diligence regarding its third-party suppliers, service providers and business partners.

This includes requiring submission of evidence demonstrating third parties’ ability to meet Uber’s cybersecurity and data handling requirements.

In addition, Uber’s third-party suppliers and service providers who process Uber personal data are contractually obligated to notify Uber if they experience certain incidents impacting Uber personal data.

For a discussion regarding risks from cybersecurity threats, see our risk factors, including the risk factors titled “—We have experienced, and may experience security or privacy breaches or other unauthorized or improper access to, use of, disclosure of, alteration of or destruction of our proprietary or confidential data, employee data, or platform user data, which could cause loss of revenue, harm to our brand, business disruption, and significant liabilities”, “—Cyberattacks, including computer malware, ransomware, viruses, denial of service attacks, spamming, phishing and social engineering attacks could harm our reputation, business, and operating results”, “—We currently are subject to a number of inquiries, investigations, and requests for information from the DOJ, other federal, state and local government agencies and other foreign government agencies, the adverse outcomes of which could harm our business” and “—We face risks related to our collection, use, transfer, disclosure, and other processing of data, which could result in investigations, inquiries, litigation, fines, legislative and regulatory action, and negative press about our privacy and data protection practices” in Part I, Item 1A of this Annual Report on Form 10-K.

As of December 31, [removed: 2022,] [added: 2023,] we leased and owned office facilities around the world totaling [removed: 9.2] [added: 8.8] million square feet, including [removed: 2.3] [added: 2.0] million square feet for our corporate headquarters in the San Francisco Bay Area, California.

As of February [removed: 15, 2023,] [added: 12, 2024,] there were [removed: 1,457] [added: 1,366] holders of record of our common stock.

The following graph compares the cumulative total return to stockholders on our common stock relative to the cumulative total returns of the Standard & Poor’s 500 [removed: Index,] [added: Index] (“S&P 500”), [removed: and the] S&P 500 Information Technology Sector Index (“S&P 500 [removed: IT”).][added: IT”) and the Nasdaq Composite Index (“NASDAQ”).]

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: 2022.][added: 2023.]

[removed: ][added: ]

Not applicable.

In November 2022, we issued 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.

The shares were exempt from registration pursuant to Regulation S of the Securities Act.

| [Report of Independent Registered Public Accounting [removed: Firm](#i17fd6ae3a7f44248adfce31d5bb1ba63_85)] [added: Firm](#i11d3f9c49b8d40d5a22dbaa48088842b_97)] (PCAOB ID 238) | | | [removed: [70](#i17fd6ae3a7f44248adfce31d5bb1ba63_85)] [added: [71](#i11d3f9c49b8d40d5a22dbaa48088842b_97)] | | |

| [Consolidated Balance [removed: Sheets](#i17fd6ae3a7f44248adfce31d5bb1ba63_88)] [added: Sheets](#i11d3f9c49b8d40d5a22dbaa48088842b_100)] | | | [removed: [73](#i17fd6ae3a7f44248adfce31d5bb1ba63_88)] [added: [74](#i11d3f9c49b8d40d5a22dbaa48088842b_100)] | | |

| [Consolidated Statements of [removed: Operations](#i17fd6ae3a7f44248adfce31d5bb1ba63_91)] [added: Operations](#i11d3f9c49b8d40d5a22dbaa48088842b_103)] | | | [removed: [74](#i17fd6ae3a7f44248adfce31d5bb1ba63_91)] [added: [75](#i11d3f9c49b8d40d5a22dbaa48088842b_103)] | | |

[removed: | [Consolidated Statements of Comprehensive Loss](#i17fd6ae3a7f44248adfce31d5bb1ba63_94) | | | [75](#i17fd6ae3a7f44248adfce31d5bb1ba63_94) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Statements of Redeemable Non-Controlling Interests and [removed: Equity](#i17fd6ae3a7f44248adfce31d5bb1ba63_97)] [added: Equity](#i11d3f9c49b8d40d5a22dbaa48088842b_109)] | | | [removed: [76](#i17fd6ae3a7f44248adfce31d5bb1ba63_97)] [added: [77](#i11d3f9c49b8d40d5a22dbaa48088842b_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i17fd6ae3a7f44248adfce31d5bb1ba63_100)] [added: Flows](#i11d3f9c49b8d40d5a22dbaa48088842b_112)] | | | [removed: [79](#i17fd6ae3a7f44248adfce31d5bb1ba63_100)] [added: [80](#i11d3f9c49b8d40d5a22dbaa48088842b_112)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i17fd6ae3a7f44248adfce31d5bb1ba63_103)] [added: Statements](#i11d3f9c49b8d40d5a22dbaa48088842b_115)] | | | [removed: [81](#i17fd6ae3a7f44248adfce31d5bb1ba63_103)] [added: [82](#i11d3f9c49b8d40d5a22dbaa48088842b_115)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, [removed: 20](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[2](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[0](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[, 202](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[1](#i17fd6ae3a7f44248adfce31d5bb1ba63_199) [and 202](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)[2](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)] [added: 2021, 2022 and 2023](#i11d3f9c49b8d40d5a22dbaa48088842b_226)] | | | [removed: [140](#i17fd6ae3a7f44248adfce31d5bb1ba63_199)] [added: [134](#i11d3f9c49b8d40d5a22dbaa48088842b_226)] | | |

We have audited the accompanying consolidated balance sheets of Uber Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of operations, of comprehensive [removed: loss,] [added: income (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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1 and 2 to the consolidated financial statements, the Company derives its revenues [removed: 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 [removed: and] [added: or] in exchange for Mobility [removed: and] [added: or] Delivery services.

For the year ended December 31, [removed: 2022,] [added: 2023,] the Company’s Mobility and Delivery revenue, net of incentives, was [removed: $24.9] [added: $32.0] billion and discounts, loyalty programs, promotions, refunds, and credits provided to end-users who are not customers totaled [removed: $2.2] [added: $1.7] billion, of which a significant portion relates to discounts and promotions.

[removed: As described in Note 1 to the consolidated financial statements, insurance] [added: Insurance] reserves is the liability for unpaid losses and loss adjustment expenses, which represents the estimate of the ultimate unpaid obligation for risks retained by [removed: the Company] [added: us] and includes an amount for case reserves related to reported claims and an amount for losses incurred but not reported as of the balance sheet date.

The Company’s short-term and long-term insurance reserves as of December 31, [removed: 2022] [added: 2023] totaled [removed: $4.7] [added: $6.7] billion.

Testing management’s process for estimating the insurance reserves involved evaluating the [removed: appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by]

[added: appropriateness of management’s actuarial methods, evaluating the reasonableness of the significant assumptions used by] management related to loss development patterns and expected loss costs used in those methods, and testing the completeness and accuracy of data used by management.

| | | | | | | As of December 31, [removed: 2021] [added: 2022] | | | | | | As of December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | 4,295 | | | | | $ | 4,208 | | [added: | | | $ | 4,680 | |]

| Short-term investments | | | | | | [removed: —] [added: 103] | | | | | | [removed: 103] [added: 727] | | |

| Restricted cash and cash equivalents [added: - current] | | | | | | 631 | | | | | | 680 | | | [added: | | | 805 | | |]

| Accounts receivable, net of allowance of [removed: $51] [added: $80] and [removed: $80,] [added: $91,] respectively | | | | | | [removed: 2,439] [added: 2,779] | | | | | | [removed: 2,779] [added: 3,404] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 1,454] [added: 1,479] | | | | | | [removed: 1,479] [added: 1,681] | | |

| Total current assets | | | | | | [removed: 8,819] [added: 9,249] | | | | | | [removed: 9,249] [added: 11,297] | | |

| Restricted cash and cash equivalents | | | | | | [removed: 2,879] [added: 1,789] | | | | | | [removed: 1,789] [added: 1,519] | | |

| Restricted investments | | | | | | [removed: —] [added: 1,614] | | | | | | [removed: 1,614] [added: 4,779] | | |

| Investments | | | | | | [removed: 11,806] [added: 4,401] | | | | | | [removed: 4,401] [added: 6,101] | | |

| Equity method investments | | | | | | [removed: 800] [added: 870] | | | | | | [removed: 870] [added: 353] | | |

| Property and equipment, net | | | | | | [removed: 1,853] [added: 2,082] | | | | | | [removed: 2,082] [added: 2,073] | | |

| Operating lease right-of-use assets | | | | | | [removed: 1,388] [added: 1,449] | | | | | | [removed: 1,449] [added: 1,241] | | |

| Intangible assets, net | | | | | | [removed: 2,412] [added: 1,874] | | | | | | [removed: 1,874] [added: 1,425] | | |

| Goodwill | | | | | | [removed: 8,420] [added: 8,263] | | | | | | [removed: 8,263] [added: 8,151] | | |

| Other assets | | | | | | [removed: 397] [added: 518] | | | | | | [removed: 518] [added: 1,760] | | |

| Total assets | | | | | | $ | [removed: 38,774] [added: 32,109] | | | | | $ | [removed: 32,109] [added: 38,699] | |

| Accounts payable | | | | | | $ | [removed: 860] [added: 728] | | | | | $ | [removed: 728] [added: 790] | |

| Short-term insurance reserves | | | | | | [removed: 1,442] [added: 1,692] | | | | | | [removed: 1,692] [added: 2,016] | | |

| Operating lease liabilities, current | | | | | | [removed: 185] [added: 201] | | | | | | [removed: 201] [added: 190] | | |

| Accrued and other current liabilities | | | | | | [removed: 6,537] [added: 6,232] | | | | | | [removed: 6,232] [added: 6,458] | | |

| Total current liabilities | | | | | | [removed: 9,024] [added: 8,853] | | | | | | [removed: 8,853] [added: 9,454] | | |

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

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

| | | | | | | Redeemable Non-Controlling Interests | | | | | | | | | Common Stock | | | | | | | | | | | | Additional Paid-In Capital | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Accumulated Deficit | | | | | | Non-redeemable Non-Controlling Interests | | | | | | Total Equity | | |

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

| Repurchase of restricted common stock awards | | | | | | — | | | | | | | | | (259) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Re-measurement of non-controlling interest | | | | | | 286 | | | | | | | | | — | | | | | | — | | | | | | (286) | | | | | | — | | | | | | — | | | | | | — | | | | | | (286) | | |

| Purchase of capped calls | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (141) | | | | | | — | | | | | | — | | | | | | — | | | | | | (141) | | |

| Net income (loss) | | | | | | (62) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,173 | | | | | | 45 | | | | | | 2,218 | | |

| Balance as of December 31, 2023 | | | | | | $ | 654 | | | | | | | | 2,071,144 | | | | | | $ | — | | | | | $ | 42,264 | | | | | $ | (421) | | | | | $ | (30,594) | | | | | $ | 779 | | | | | $ | 12,028 | |

| Net income (loss) including non-controlling interests | | | | | | $ | (570) | | | | | $ | (9,138) | | | | | $ | 2,156 | |

| Purchase of Capped Calls | | | | | | — | | | | | | — | | | | | | (141) | | |

| | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

subsequent adjustments are recorded in the consolidated statements of operations.

In circumstances

In addition to our performance obligation to Merchants, our performance obligation to end-users is to provide delivery services.

In these transactions, Mobility and Delivery revenue is recorded on a net basis.

Payments to Drivers and Couriers in exchange for their services are recorded as cost of revenue, exclusive of depreciation and amortization.

In certain arrangements, we do not control the service provided to customers as

We determine volatility over

the current year results of operations.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the chief operating decision maker (“CODM”) evaluates segment expenses and operating results.

The new standard will also allow disclosure of multiple measures of segment profitability, if those measures are used to allocate resources and assess performance.

The amendments will be effective for public companies for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

We are currently evaluating the impact of this accounting standard update on our consolidated financial statements.

| | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| As of December 31, 2023 | | | | | | $ | 22 | | | | | $ | 100 | | | | | $ | 122 | |

| Certificates of deposit | | | | | | — | | | | | | 5 | | |

| Certificates of deposit | | | | | | — | | | | | | 259 | | |

| Commercial paper | | | | | | — | | | | | | 76 | | | | | | — | | | | | | 76 | | | | | | — | | | | | | 351 | | | | | | — | | | | | | 351 | | |

| Corporate bonds | | | | | | — | | | | | | 15 | | | | | | — | | | | | | 15 | | | | | | — | | | | | | 263 | | | | | | — | | | | | | 263 | | |

| Certificates of deposit | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 266 | | | | | | — | | | | | | 266 | | |

periods, as a result of the primary weighting on the investee’s financing transactions.

Upon the

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

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

February 21, 2023

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

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

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

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

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

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

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

| Equity component of convertible notes, net | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 243 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 243 | | |

| Issuance of common stock as consideration for acquisitions | | | | | | — | | | | | | | | | 73,396 | | | | | | — | | | | | | 3,898 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,898 | | |

| Release of shares previously held in escrow related to prior business combination | | | | | | — | | | | | | | | | 41 | | | | | | — | | | | | | 2 | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |

| Recognition of non-controlling interest upon acquisition | | | | | | 290 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of Freight subsidiary preferred stock, net of costs to issue | | | | | | 247 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Distributions to non-controlling interests | | | | | | (9) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (13) | | | | | | (13) | | |

| Net loss | | | | | | (52) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (6,768) | | | | | | 32 | | | | | | (6,736) | | |

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

| Impairment of debt and equity securities | | | | | | 1,690 | | | | | | — | | | | | | — | | |

| Return of capital from equity method investee | | | | | | 91 | | | | | | — | | | | | | — | | |

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

We considered the impacts of the COVID-19 pandemic on the assumptions and inputs (including market data) supporting certain of these estimates, assumptions and judgments.

The level of uncertainties and volatility related to the impacts of the COVID-19 pandemic means that these estimates may change in future periods, as new events occur and additional information is obtained.

Certain Significant Risks and Uncertainties

We have incurred significant net losses since inception and had an accumulated deficit of $32.8 billion as of December 31, 2022.

Our operations have historically been funded through equity and debt financings.

While management currently anticipates that our available cash and cash equivalents, and revolving credit facility will be sufficient to meet our operational cash needs for at least the next twelve months from the date of issuance of these financial statements, additional capital may need to be raised or additional indebtedness incurred to continue to fund the operations and other strategic initiatives.

We may not be able to obtain additional financing on favorable terms, if at all, or our ability to incur additional indebtedness may be restricted by the terms of our existing debt instruments.

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

COVID-19 has rapidly impacted market and economic conditions globally.

In an attempt to limit the spread of the virus, various governmental restrictions have been implemented, including business activities and travel restrictions, and “shelter-at-home” orders, that have had an adverse impact on our business and operations by reducing, in particular, the global demand for Mobility offerings, while accelerating the growth of our Delivery offerings.

In light of the evolving nature of COVID-19 and the uncertainty it continues to produce around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows.

The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including: the duration of the spread of the outbreak (both globally and within the United States), including whether there will be further resurgences of the outbreak or variants of the virus; the distribution of vaccines in various regions; the impact on capital, foreign currencies exchange and financial markets; governmental or regulatory orders that impact our business; and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.

| | | | | | | | | |

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

collateralized basis.

As of December 31, 2021 and 2022, less than 14% of our operating lease ROU assets related to leased assets outside of the U.S.

We evaluate our non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators.

We include investments in equity

We have determined that in these transactions, Merchants and end-users are our customers and revenue from these contracts shall be recognized separately for each under ASC 606.

We recognize Delivery service revenue associated with our performance obligation over the contract term, which represents its performance over the period of time the delivery is occurring.

We recognized revenue from end-users of $91 million, $710 million, and $1.3 billion for the years ended December 31, 2020, 2021 and 2022, respectively, associated with these Delivery transactions.

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: However, our management does not expect that our disclosure controls and procedures] or our internal control over financial reporting will prevent or detect all error and fraud.

Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

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: 2022.][added: 2023.]

However, our management does not expect that our disclosure controls and procedures

Amendments to Bylaws

On February 15, 2024, as part of its periodic review of the governing documents of the Company, our Board of Directors adopted Amended and Restated Bylaws (the “Bylaws”) to permit stockholders who own at least 25% of the aggregate voting power of our voting securities, and who satisfy other requirements as set forth in the Bylaws, to call a special meeting of stockholders.

The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, which are attached hereto as Exhibit 3.2.

Not applicable.

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: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022 (“2023] [added: 2023 (“2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| 3.2 | | | | | | [Amended and Restated Bylaws of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000038/uber06302021exhibit32.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit32.htm)] | | | | | | [added: X] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-38902] | | | | | | [removed: 3.2] | | | | | | [removed: August 5, 2021] | | |

| [removed: 4.5] [added: 4.7] | | | | | | [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: 4.6] [added: 4.8] | | | | | | [Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000119312519246900/d806221dex41.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | September 17, 2019 | | |

| [removed: 4.7] [added: 4.10] | | | | | | [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: 4.8] [added: 4.11] | | | | | | [Indenture, dated as of May 15, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | May 15, 2020 | | |

| [removed: 4.9] [added: 4.16] | | | | | | [Form of Global Note, representing the Registrant’s [removed: 7.500%] [added: 0% Convertible] Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000356/e20332_ex4-1.htm)] [added: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: May 15,] [added: December 11,] 2020 | | |

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

| [removed: 4.11] [added: 4.13] | | | | | | [Form of Global Note, representing the Registrant’s 6.250% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 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: 4.12] [added: 4.15] | | | | | | [Indenture, dated as of December 11, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | December 11, 2020 | | |

| [removed: 4.13] [added: 4.18] | | | | | | [Form of Global Note, representing the Registrant’s [removed: 0% Convertible] [added: 4.50%] Senior Notes due [removed: 2025] [added: 2029] (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278120000606/e20624_ex4-1.htm)] [added: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: December 11, 2020] [added: August 12, 2021] | | |

| [removed: 4.14] [added: 4.17] | | | | | | [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: 4.15] [added: 4.21] | | | | | | [Form of Global Note, representing [removed: the Registrant’s 4.50%] [added: Uber Technologies, Inc.’s 0.875% Convertible] Senior Notes due [removed: 2029] [added: 2028] (included as Exhibit A to the Indenture filed as Exhibit [removed: 4.1).](http://www.sec.gov/Archives/edgar/data/1543151/000155278121000648/e21517_ex4-1.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm)] | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.2 | | | | | | [removed: August 12, 2021] [added: November 24, 2023] | | |

| [removed: 10.6] [added: 10.7] | | | | | | [2019 Executive Severance Plan.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex106.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.6 | | | | | | April 11, 2019 | | |

| [removed: 10.7] [added: 10.9] | | | | | | [Executive Bonus Plan.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex107.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.7 | | | | | | April 11, 2019 | | |

| [removed: 10.8] [added: 10.10] | | | | | | [Director Compensation Policy and Stock Ownership Guidelines](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000024/uber06302022exhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.2 | | | | | | August 4, 2022 | | |

| [removed: 10.9] [added: 10.11] | | | | | | [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 | | |

| [removed: 10.10] [added: 10.12] | | | | | | [Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, the Issuing Banks party thereto, and Morgan Stanley Senior Funding, Inc., dated June 26, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1014.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.14 | | | | | | April 11, 2019 | | |

| [removed: 10.11] [added: 10.13] | | | | | | [Amendment No. 1 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated November 17, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1015.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.15 | | | | | | April 11, 2019 | | |

| [removed: 10.12] [added: 10.14] | | | | | | [Amendment No. 2 to Revolving Credit Agreement, by and between the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 21, 2015.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1016.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.16 | | | | | | April 11, 2019 | | |

| [removed: 10.13] [added: 10.15] | | | | | | [Joinder Agreement to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated March 21, 2016.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1017.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.17 | | | | | | April 11, 2019 | | |

| [removed: 10.14] [added: 10.16] | | | | | | [Amendment No. 4 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1018.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.18 | | | | | | April 11, 2019 | | |

| [removed: 10.15] [added: 10.17] | | | | | | [Amendment No. 5 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated June 13, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1019.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.19 | | | | | | April 11, 2019 | | |

| [removed: 10.16] [added: 10.18] | | | | | | [Amendment No. 6 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated October 25, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1020.htm) | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | 10.20 | | | | | | April 11, 2019 | | |

| [removed: 10.17] [added: 10.19] | | | | | | [Amendment No. 7 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated June 5, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000029/uber06302020exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | August 7, 2020 | | |

| [removed: 10.18] [added: 10.20] | | | | | | [Amendment No. 8 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 24, 2021.](http://www.sec.gov/Archives/edgar/data/1543151/000154315122000008/uber12312021exhibit1017.htm) | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | 10.17 | | | | | | February 24, 2022 | | |

| [removed: 10.19] [added: 10.21] | | | | | | [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 | | |

| [removed: 10.20] [added: 10.23] | | | | | | [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: 10.21] [added: 10.24] | | | | | | [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: 10.22] [added: 10.25] | | | | | | [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: 10.23] [added: 10.33] | | | | | | [removed: [Term Loan] [added: [Employment] Agreement, by and [removed: among the Registrant,] [added: between] the [removed: Lenders party thereto,] [added: Registrant] and [removed: Cortland Capital Market Services LLC,] [added: Nelson Chai,] dated April [removed: 4, 2018.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1023.htm)] [added: 9, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1030.htm)] | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | [removed: 10.23] [added: 10.30] | | | | | | April 11, 2019 | | |

| [removed: 10.24+] [added: 10.29+] | | | | | | [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: 10.25+] [added: 10.30+] | | | | | | [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 | | |

| [removed: 10.26] [added: 10.36] | | | | | | [Employment Agreement, by and between the Registrant and [removed: Dara Khosrowshahi,] [added: Nikki Krishnamurthy,] dated April 9, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1028.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1032.htm)] | | | | | | | | | | | | S-1 | | | | | | 333-230812 | | | | | | [removed: 10.28] [added: 10.32] | | | | | | April 11, 2019 | | |

| [removed: 10.27] [added: 10.34] | | | | | | [removed: [Employment] [added: [Addendum to Employment] Agreement, by and between the Registrant and Nelson Chai, dated [removed: April 9, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000119312519103850/d647752dex1030.htm)] [added: September 1, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1029.htm)] | | | | | | | | | | | | [removed: S-1] [added: 10-K] | | | | | | [removed: 333-230812] [added: 001-38902] | | | | | | [removed: 10.30] [added: 10.29] | | | | | | [removed: April 11, 2019] [added: March 2, 2020] | | |

| [removed: 10.28] [added: 10.35] | | | | | | [Addendum to Employment Agreement, by and between the Registrant and Nelson Chai, dated [removed: September 1, 2019.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1029.htm)] [added: February 28, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1030.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | [removed: 10.29] [added: 10.30] | | | | | | March 2, 2020 | | |

| [removed: 10.29] [added: 10.37] | | | | | | [Addendum to Employment Agreement, by and between the Registrant and [removed: Nelson Chai,] [added: Nikki Krishnamurthy,] dated [removed: February 28, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315120000010/uber12312019exhibit1030.htm)] [added: December 18, 2020.](http://www.sec.gov/Archives/edgar/data/1543151/000154315121000014/uber12312020exhibit1029.htm)] | | | | | | | | | | | | 10-K | | | | | | 001-38902 | | | | | | [removed: 10.30] [added: 10.29] | | | | | | March [removed: 2, 2020] [added: 1, 2021] | | |

| [removed: 10.32[‡](https://www.sec.gov/Archives/edgar/data/1543151/000162828020015936/uber09302020exhibit102.htm)] [added: 10.38‡] | | | | | | [Form of employment agreement between the Registrant and its executive 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/1543151/000154315123000010/uber12312022exhibit211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000010/uber12312022exhibit231.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 24.1 | | | | | | [Power of Attorney (contained on signature page [removed: hereto).](#i17fd6ae3a7f44248adfce31d5bb1ba63_247)] [added: hereto).](#i11d3f9c49b8d40d5a22dbaa48088842b_274)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.5 | | | | | | [Supplemental Indenture, dated September 6, 2019, among the Registrant, Rasier, LLC and U.S. Bank National Association, as trustee, relating to the Registrant’s 8.00% Senior Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit41.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.1 | | | | | | August 2, 2023 | | |

| 4.6 | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 8.00% Senior Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit43.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.3 | | | | | | August 2, 2023 | | |

| 4.9 | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 7.50% Senior Notes due 2027.](http://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit44.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.4 | | | | | | August 2, 2023 | | |

| 4.14 | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 6.25% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit45.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.5 | | | | | | August 2, 2023 | | |

| 4.19 | | | | | | [Supplemental Indenture, dated June 2, 2023, among the Registrant, Uber International Holding Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to the Registrant’s 4.50% Senior Notes due 2029.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit46.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 4.6 | | | | | | August 2, 2023 | | |

| 4.20 | | | | | | [Indenture, dated as of November 24, 2023, by and between Uber Technologies, Inc. and U.S. Bank Trust Company National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.1 | | | | | | November 24, 2023 | | |

| 4.22 | | | | | | [First Supplemental Indenture, dated as of November 24, 2023, by and between Uber Technologies, Inc. and U.S. Bank Trust Company National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex4-3.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 4.3 | | | | | | November 24, 2023 | | |

| 10.6 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[orm of](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [I](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[ndemnification](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [A](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[greement](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [between the](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [Registrant and each of its directors and executive officers,](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [effective as of](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[November](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) [2024](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm)[.](https://www.sec.gov/Archives/edgar/data/1543151/000154315124000012/uber12312023exhibit106.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.8 | | | | | | [Amended and Restated 2019 Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000316/e23297_ex10-2.htm)[.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000316/e23297_ex10-2.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.2 | | | | | | June 30, 2023 | | |

| 10.22 | | | | | | [Joinder Agreement, dated July 28, 2023, among the Registrant, Mizuho Bank Ltd., as an incremental revolving lender, Morgan Stanley Senior Funding, Inc., as administrative agent, and other parties thereto.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000021/uberq2238kexhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | August 1, 2023 | | |

| 10.26 | | | | | | [Amendment No. 3 to Term Loan Agreement, dated March 3, 2023, by and among Uber Technologies, Inc. as borrower, Rasier, LLC as subsidiary guarantor, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent for the lenders.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000080/e23085_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | March 3, 2023 | | |

| 10.27 | | | | | | [Amendment No. 4 to Term Loan Agreement, dated March 14, 2023, by and among Uber Technologies, Inc. as borrower, Rasier, LLC as subsidiary guarantor, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent for the lenders.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000109/e23109_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | March 14, 2023 | | |

| 10.28 | | | | | | [Form of Capped Call Confirmation between Uber Technologies, Inc. and each option counterparty.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000469/e23472_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | November 24, 2023 | | |

| 10.31+ | | | | | | [Second Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, dated June 15, 2023, among Google LLC and the Registrant.](https://www.sec.gov/Archives/edgar/data/1543151/000154315123000025/uber06302023exhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | 001-38902 | | | | | | 10.1 | | | | | | August 2, 2023 | | |

| 10.32 | | | | | | [Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated June 28, 2023.](https://www.sec.gov/Archives/edgar/data/1543151/000155278123000316/e23297_ex10-3.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.3 | | | | | | June 30, 2023 | | |

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

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| 97.1 | | | | | | [Clawback Policy](http://www.sec.gov/Archives/edgar/data/1543151/000155278123000316/e23297_ex10-1.htm) | | | | | | | | | | | | 8-K | | | | | | 001-38902 | | | | | | 10.1 | | | | | | June 30, 2023 | | |

| /s/ Prashanth Mahendra-Rajah | | | | | | Chief Financial Officer | | | | | | February 15, 2024 | | |

| Prashanth Mahendra-Rajah | | | | | | *(Principal Financial Officer)* | | | | | | | | |

| /s/ Turqi Alnowaiser | | | | | | Director | | | | | | February 15, 2024 | | |

| Turqi Alnowaiser | | | | | | | | | | | | | | |

| 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 | | |

| 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 | | |

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

| /s/ Nelson Chai | | | | | | Chief Financial Officer | | | | | | February 21, 2023 | | |

| Nelson Chai | | | | | | *(Principal Financial Officer)* | | | | | | | | |

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

| H.E. Yasir Al-Rumayyan | | | | | | | | | | | | | | |