uber.txt

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 0549

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

FORM 10-K

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Mark One)

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) F THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) F THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from\_\_\_\_\_ to \_\_\_\_\_

Commission File Number: 01-38902

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

UBER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

  ---------- ------------ ---------------------------------------------------------------- -------------------------------------- -- --

  Delaware   45-2647441   (State or other jurisdiction of inc

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orporation or organization)   (I.R.S. Employer Identification No.)
  ---------- ------------ ---------------------------------------------------------------- -------------------------------------- -- --

1515 3rd Street

San Francisco, California 94158

(Address of principal executive offices, including zip code)

(415) 12-8582

(Registrant' telephone number, including area code)

 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Securities registered pursuant to Section 12(b) of the Act:

  --------------------------------------------- -- ------------------- -- -------------------------------------- -- -- -- -- -- -- -- -- -- --

  Title f ach lass                                 Trading Symbol(s)      Name f ach xchange on hich egistered
  Common Stock, par value \$0.00001 per share      UBER                   New York Stock Exchange
  --------------------------------------------- -- ------------------- -- --------------------

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------------------ -- -- -- -- -- -- -- -- -- --

Securities registered pursuant to Section 12(g) of the Act: one

Indicate by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. es ☒No ☐

Indicate by check mark whether the registrant s not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant 1) as filed all reports
required to be filed by Section 3 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 onths (or for such shorter period
that the registrant was required to file such reports), and 2) as been
subject to such filing requirements for the past 90 ays. Yes  ☒No ☐

Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§32.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes  ☒No ☐

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller
reporti

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ng company, or an emerging growth company. See the definitions of
"arge accelerated filer,""ccelerated filer,""maller reporting
company,"and "merging growth company"in Rule 12b-2 of the Exchange Act.

  ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ----- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- -- -- ------------------------- --- -- -- -- -- -- --Large accelerated filer                                                                                ☒                                                                                Accelerated iler                                                                                ☐   Non-accelerated filer☐         Smaller eporting ompany   ☐
                                                                                Emerging growth ompany                                                                                ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐     Indicate by check mark whether the registrant has filed a report on and attestation to its management' assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☒    If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.   ☐   Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant' executive officers during the relevant recovery period pursuant to §40.10D-1(b).   ☐

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Indicate bycheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                Yes   ☐                                                                                No   ☒
  ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ----- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- --- -- -- ------------------------- --- -- -- -- -- -- --

The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of June 30, 2022, the last
business day of the registrant\'s most recently completed second fiscal
quarter, was pproximately \$38.9 billion based upon the closing price
reported for such date on the New York Stock Exchange.

The number of shares of the registrant\'s common stock outstanding as
of ebruary 5, 2023 as 2,009,907,175.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant' Definitive Proxy Statement relating to the
Annual Meeting of Stockholders are incorporated by reference into Part
III of this Annual Report on Form 10-K where indicated. Such Definitive
Proxy Statement will be filed with the Securities and Exchange
Commission within 120 days after the end of the registrant' fiscal year
ended December 31, 2022.

UBER TECHNOLOGIES, INC.

TABLE OF CONTENTS

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               Pages

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PART
  Item .               Item A.          Item B.         Item .          Item 3.         Item 4.

  PART II
  Item .               Item .           Item .          Item A.         Item .          Item .          Item A.         Item 9B.         Item 9C.PART II
  Item 0.              Item 1.          Item 2.         Item 3.         Item 4.

  PART V
  Item 5.              Item 16.

  --------- -- ------- ---------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- --------- -- -- ---------- -- -- ---------- -- --

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts contained
in this Annual Report on Form 10-K, including statements regarding our
future results of operations or financial condition, business strategy
and plans, and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements because they contain words such as
"nticipate,""elieve,""ontemplate,""ontinue,""ould,""stimate,""xpect,""ope,""ntend,""ay,""ight,""bjective,""ngoing,""lan,""otential,""redict,""roject,""hould,""arget,""ill,"or
"ould"or the negative of these words or other similar terms or
expressions. These forward-looking statements include, but are not
limited to, statements concerning the following:

•our ability to successfully defend litigation and government
proceedings brought against us, including with respect to our
relationship with drivers and couriers, and the potential impact on our
business operations and financial performance if we are not successful;

•our abil

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ity to successfully compete in highly competitive markets;

•our ability to effectively manage our growth and maintain and improve
our corporate culture;

•our expectations regarding financial performance, including but not
limited to revenue, potential profitability and the timing thereof,
ability to generate 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 ("APCs", Trips, Gross Bookings, and Take Rate;

•our expectations regarding our competitors'use of incentives and
promotions, our competitors'ability to raise capital, and the effects of
such incentives and promotions on our growth and results of operations;

•our anticipated investments in new products and offerings, and the
effect of these investments on our results of operations;

•our anticipated capital expenditures and our estimates regarding our
capital requirements;

•our ability to close and integrate acquisitions into our operations;

•anticipated technology trends and developments and our ability to
address those trends and developments with our products and offerings;

•the size of our addressable markets, market share, category positions,
and market trends, including our ability to grow our business in the
countries we have identified as expansion markets;

•the safety, affordability, and convenience of our platform and our
offerings;

•our ability to identify, recruit, and retain skilled personnel,
including key members of senior management;

•our expected growth in the number of platform users, and our ability to
promote our brand and attract and retain platform users;

•our ability to maintain, protect, and enhance our intellectual property
rights;

•our ability to introduce new products and offerings and enhance
existing products and offerings;

•our ability to successfully enter into new geographies, expand our
presence in countries in which we are limited by regulatory
restrictions, and manage our international expansion;

•our ability to successfully renew licenses to operate our business in
certain jurisdictions;

•the impacts of contagious disease, such as COVID-19, or outbreaks of
other viruses, disease or pandemics on our business, results of
operations, financial position and cash flows;

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

•the availability of capital to grow our business;

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

•our ability to meet the requirements of our existing debt and draw on
our line of credit;

•our ability to prevent disturbances to our information technology
systems;

•our ability to comply with existing, modified, or new laws and
regulations applying to our business; and

•our ability to implement, maintain, and improve our internal control
over financial reporting.

Actual events or results may differ from those expressed in
forward-looking statements. As such, you should not rely on forward-

2

looking statements as predictions of future events. We have based the
forward-looking statements contained in this Annual Report on Form 10-K
primarily on our current expectations and projections about future
events and trends that we believe may affect our business, financial
condition, operating results, prospects, strategy, and financial needs.
The outcome of the events described in these forward-looking statements
is subject to risks, uncertainties, assumptions, and other factors
described in the section titled "isk Factors"and elsewhere in this
Annual Report on Form 10-K. Moreover, we operate in a highly competitive
and rapidly changing environment. New risks and uncertainties emerge
from time to time, and it is not possible for us to predict all risks
and uncertainties that could have an impact on the forward-looking
statements contained in this Annual Report on Form 10-K. The results,
events and circumstances reflected in the forward-looking statements may
not be achieved or occur, and actual results, events or circumstances
could differ materially from those described in the forward-looking
statements.

In addition, statements that "e believe"and similar statements reflect
our beliefs and opinions on the relevant subject. These statements are
based on information available to us as of the date of this Annual
Report on Form 10-K. While we believe that such information provides a
reasonable basis for these statements, such information may be limited
or incomplete. Our statements should not be read to indicate that we
have conducted an exhaustive inquiry into, or review of, all relevant
information. These statements

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are inherently uncertain, and investors
are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report on Form 10-K
speak only as of the date on which the statements are made. We undertake
no obligation to update any forward-looking statements made in this
Annual Report on Form 10-K to reflect events or circumstances after the
date of this Annual Report on Form 10-K or to reflect new information,
actual results, revised expectations, or the occurrence of unanticipated
events, except as required by law. We may not actually achieve the
plans, intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our
forward-looking statements.

3

PART I

ITEM 1. BUSINESS

Overview

Uber Technologies, Inc. ("ber,""e,""ur,"or "s" is a technology platform
that uses a massive network, leading technology, operational excellence
and product expertise to power movement from point A to point B. We
develop and operate proprietary technology applications supporting a
variety of offerings on our platform ("latform(s)"or "latform(s)". We
connect consumers ("ider(s)" with independent providers of rideservices
("obility Driver(s)" for ridesharing services, and connect Riders and
other consumers ("ater(s)" with restaurants, grocers and other stores
(collectively, "erchants" with delivery service providers ("ouriers" for
meal preparation, grocery and other delivery services. Riders and Eaters
are collectively referred to as "nd-user(s)"or "onsumer(s)."Mobility
Drivers and Couriers are collectively referred to as "river(s)."We also
connect consumers with public transportation networks. We use this same
network, technology, operational excellence and product expertise to
connect shippers ("hipper(s)" with carriers ("arrier(s)" in the freight
industry by providing Carriers with the ability to book a shipment,
transportation management and other logistics services. Uber is also
developing technologies designed to provide new solutions to everyday
problems.

Our technology is available in approximately 70 countries around the
world, principally in the United States (".S." and Canada, Latin
America, Europe, the Middle East, Africa, and Asia (excluding China and
Southeast Asia).

Our Segments

As of December 1, 2022, we had three operating and reportable segments:
Mobility, Delivery and

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Freight. Mobility, Delivery and Freight platform
offerings each address large, fragmented markets.

*Mobility*

Our Mobility offering connects consumers with a wide range of
transportation modalities, such as ridesharing, carsharing,
micromobility, rentals, public transit, taxis, and more---elping
customers go almost anywhere they need. We believe our global leadership
position---nd the vast amount of marketplace data that comes along with
it---eans that we have the best technical and data platform to innovate
faster than other companies with similar products.

We believe our scale and global availability allows our Mobility segment
to offer better consumer experiences to riders in a variety of vehicle
types, providing consumers with higher reliability and Drivers with
better earnings opportunities. Mobility also includes activity related
to our financial partnerships products and advertising. We also
participate in certain regions through our minority-owned affiliates.

*Delivery*

Our Delivery offering allows consumers to search for and discover the
best of local commerce---rom restaurants to grocery, alcohol,
convenience and other retailers---rder a meal or other items, and either
pick-up at the restaurant or have it delivered. We launched our Delivery
app, Uber Eats, over seven years ago, and the business now includes the
applications Postmates, Drizly and Cornershop across different markets.
We believe our Delivery offering increases consumer engagement with the
Uber platform overall, which in turn results in broader reach for our
Merchants who can attract Uber Eats consumers from Uber without
increasing their own costs. For Drivers, we believe the Delivery
offering leverages, and has expanded our earner base by increasing
utilization and earnings across the network. We also believe it also
attracts new Drivers to the platform who do not have access to
Mobility-qualified vehicles. Over the last several years our Delivery
business has expanded to include Uber Direct, our white-label
Delivery-as-a-Service offering to retailers and restaurants around the
world, as well as advertising opportunities.

*Freight*

We believe that Freight is revolutionizing the logistics industry.
Freight powers a managed transportation and logistics network and
connects Shippers and Carriers in a digital marketplace to move
shipments while leveraging our proprietary technology

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, brand awareness,
and experience revolutionizing industries. Freight provides an on-demand
platform to automate and accelerate logistics transactions end-to-end
while providing visibility and control of logistics networks. Freight
connects Carriers with Shippers'shipments available on our platform, and
gives Carriers upfront, transparent pricing and the ability to book a
shipment with the touch of a button. Freight serves Shippers ranging
from small- and medium-sized businesses to global enterprises. By
leveraging logistics solutions expertise and value-add solutions,
Freight enables Shippers to create and tender shipments, secure capacity
on demand with real-time pricing, and track those shipments from pickup
to delivery. Freight operations are principally based in North America
and Europe. We believe that all of these factors represent significant
efficiency improvements over traditional transportation management and
freight brokerage providers.

4

Platform Synergies

*Our Platform*

The foundation of our platform is our massive network, leading
technology, operational excellence, and product expertise. Together,
these elements power movement from point A to point B.

  ----------------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- -------------------- -- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------------ -- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------- -- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Massive Network      Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, Merchants, Shippers and Carriers, as well as underlying data, technology, and shared infrastructure. Our network becomes smarter with every trip. In approximately 10,500 cities around the world (as of December 31, 2022), our network powers movement at the touch of a button for millions, and we hope eventually billions, of people.            Leading Technology      We have built proprietary marketplace, routing, and payments technologies. Marketplace technologies are the core of our deep technology advantage and include demand prediction, matching and dispatching, and pricing technologies. Our technologies make it extremely efficient to launch new businesses and operationalize existing ones.            Operational Excellence      Our regional on-the-ground operations teams use their extensive market-specific knowledge to rapidly launch and scale products in cities, support Drivers, consumers, Mercha

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nts, Shippers, and Carriers, and build and enhance relationships with cities and regulators.            Product Expertise      Our products are built with the expertise that allows us to set the standard for powering movement on-demand, provide platform users with a contextual, intuitive interface, continually evolve features and functionality, and deliver safety and trust.
  ----------------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- -------------------- -- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------------ -- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ------------------- -- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We intend to continue to invest in new platform offerings that we
believe will further strengthen our platform and existing offerings.

We believe that all of these synergies serve the customer experience,
enabling us to attract new platform users and to deepen engagement with
existing platform users. Both of these dynamics grow our network scale
and liquidity, which further increases the value of our
platform-to-platform users. For example, Delivery attracts new consumers
to our network---or the three months ended December 1, 2022, over 61% of
first-time Delivery consumers were new to our platform. Additionally,
for the three months ended December 1, 2022, consumers who used both
Mobility and Delivery generated 10.9 Trips per month on average,
compared to 4.6 Trips per month on average for consumers who used a
single offering in cities where both Mobility and Delivery were offered.
We believe that these trends will improve as we further leverage the
power of our platform.

With our platform, we are making it even easier for our consumers to
unlock convenience. In 2020, we rolled out our "uper App"view on iOS and
Android, which combines our multiple offerings into a single app and is
designed to remove friction for our consumers. During November 2021, we
launched Uber One in the United States as our single cross-platform
membership program that brings together the best of Uber. Uber One
members have access to discounts, special pricing, priority service, and
exclusive perks across our rides, delivery and grocery offerings. Our
Uber Pass and Eats Pass membership programs continue to remain available
in select cities as a subscription offering. Our membership programs are
designed to make utilizing our suite of products a seamless and
rewarding experience for our consumers. We exi

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ted 2022 with nearly 12
million members for our Uber One, Uber Pass, Eats Pass and Rides Pass
membership programs.

We are also utilizing our data and scale to offer marketplace-centric
advertising to connect merchants and brands with our platform network
and unlocking cross-platform advertising formats. During October 2022,
we officially launched Uber' advertising division and introduced Uber
Journey Ads, an engaging way for brands to connect with consumers
throughout the entire ride process. We now offer a model that enables
brands to partner with Uber on a variety of advertising options on the
Uber and Uber Eats apps, and beyond, while connecting with consumers in
brand-safe and captivating ways. We also provide comprehensive reporting
and analysis, which helps brands fine-tune their understanding of
consumers and create more impactful campaigns as they connect with
consumers at relevant points throughout their journeys and transactions.
During the fourth quarter of 2022, active advertising merchants exceeded
315,000. We believe that our advertising further strengthens the power
of our platform and will continue to do so as we onboard more
advertisers.

Competitive EnvironmentWe compete on a global basis in highly fragmented markets. We face
significant competition in each of the mobility and delivery industries
globally and in the logistics industry in the United States and Canada
from existing, well-established, and low-cost alternatives, and in the
future we expect to face competition from new market entrants given the
low barriers to entry that characterize these industries. As we and our
competitors introduce new products and offerings, and as existing
products evolve, we expect to become subject to additional competition.
While we work to expand globally and introduce new products and
offerings across a range of industries, many of our competitors remain
focused on a limited number of products or on a narrow geographic scope,
allowing them to develop specialized expertise and employ resources in a
more targeted manner than we do. The competition we face in each of our
offerings includes:

5

*•Mobility*. Our Mobility offering competes with personal vehicle
ownership and usage, which accounts for the majority of passenger miles
in the markets that we serve, and traditional transportation services,
including taxicab companies and taxi-hailing servic

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es, livery and other
car services. In addition, public transportation can be a superior
substitute to our Mobility offering and in many cases, offers a faster
and lower-cost travel option in many cities. We also compete with other
ridesharing companies, including certain of our minority-owned
affiliates, for Drivers and Riders, including Lyft, Ola, Didi, Bolt, and
our Yandex.Taxi joint venture.

*•Delivery*. 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, Gopuff, iFood, Instacart, Just Eat Takeaway, and Rappi.
Our Delivery offering also competes with restaurants, meal kit delivery
services, grocery delivery services, and traditional grocers.

•*Freight*. Our Freight offering competes with global and North American
freight brokers such as C.H. Robinson, Total Quality Logistics, XPO
Logistics, Convoy, Echo Global Logistics, Coyote, Transfix, DHL, and
NEXT Trucking.

Government Regulation

We operate in a particularly complex legal and regulatory environment.
Our business is subject to a variety of U.S. federal, state, local and
foreign laws, rules, and regulations, including those related to
Internet activities, privacy, cybersecurity, data protection,
intellectual property, competition, consumer protection, payments, labor
and employment, transportation services, transportation network
companies, licensing regulations and taxation. These laws and
regulations are constantly evolving and may be interpreted, applied,
created, or amended, in a manner that could harm our business. Examples
of certain laws and regulations we are subject to are described below.

*Mobility*

Our platform, and in particular our Mobility products, are subject to
differing, and sometimes conflicting, laws, rules, and regulations in
the numerous jurisdictions in which we operate. A large number of
proposals are before various national, regional, and local legislative
bodies and regulatory entities, both within the United States and in
foreign jurisdictions, regarding issues related to our business model.

In the United States, many state and local laws, rules, and regulations
impose legal restrictions and other requirements on operating our
Mobility products, including licensing, insurance, screening, and
background check req

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uirements. Outside of the United States, certain
jurisdictions have adopted similar laws, rules, and regulations while
other jurisdictions have not adopted any laws, rules, and regulations
which govern our Mobility business. Further, certain jurisdictions,
including Argentina, Germany, Italy, Japan, South Korea, and Spain, six
countries that we have identified as expansion markets, have adopted
laws, rules, and regulations banning certain ridesharing products or
imposing extensive operational restrictions. This uncertainty and
fragmented regulatory environment creates significant complexities for
our business and operating model.

Substantially all states in the United States and numerous
municipalities in the United States and around the world have adopted
Transportation Network Company ("NC" regulations. hese regulations
generally focus on companies that operate websites or mobile apps that
connect individual drivers with their own vehicles to passengers willing
to pay to be driven to their destinations. hese regulations often
require TNCs to comply with rules regarding, among other things,
background checks, vehicle inspections, accessible vehicles, driver and
consumer safety, insurance, driver training, driver conduct, and other
similar matters.

In addition, many jurisdictions have adopted regulations that apply to
how we classify the Drivers who use our platform. For example,
California' Assembly Bill 5 ("B5", which went into effect in January
2020, codified a test to determine whether a worker is an employee under
California law. The California Attorney General, in conjunction with the
city attorneys for San Francisco, Los Angeles and San Diego, filed a
complaint under AB5, alleging that drivers are misclassified, and sought
an injunction and monetary damages related to the alleged competitive
advantage caused by the alleged misclassification of drivers. Although
the Court issued a preliminary injunction enjoining Uber and Lyft from
classifying drivers as independent contractors during the pendency of
the lawsuit, the parties were granted a stipulation to dissolve the
injunction in April 2021. In November 2020, California voters approved
Proposition 22, a California 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 and as a result of the
pas

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sage of Proposition 22, Drivers are able to maintain their status as
independent contractors under California law, and we and our competitors
are required to comply with the provisions of Proposition 22. See the
section titled "isk Factors"included in Part I, Item 1A and "ote 14
--Commitments and Contingencies"to our consolidated financial statements
included in Part II, Item 8, "inancial Statements and Supplementary
Data,"of this Annual Report on Form 10-K.

In addition, many jurisdictions have municipal bodies that adopted and
will adopt regulations that govern our business. For example:

*•*In London, Transport for London ("fL" 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 "it and proper,"including with respect to confidence in our change
and release management processes. We successfully appealed and since
September 2020,

6

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' Secretarí de Movilidad passed several
amendments to existingridesharing 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 Seat

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tle 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 "isk Factors"included in Part I, Item 1A, "isk
Factors" This uncertainty and fragmented regulatory environment creates
significant complexities for our business and operating model.

As we continue to expand our offerings, we may be subject to additional
regulations separate from those that apply to our Mobility products.

*Data Privacy and Protection*

Our technology platform, and the user data we collect and process to run
our business, are an integral part of our business model and, as a
result, our compliance with laws dealing with the collection and
processing of personal data is core to our strategy to improve platform
user experience and build trust. Regulators around the worldhave
adopted or proposed requirements regarding the collection, use,
transfer, security, storage, destruction, and other processing of
personal data, and these laws are increasing in number, enforcement,
fines, and other penalties. Two examples of such regulations that have
significant implications for our business are the European Union'
General Data Protection Regulation (the "DPR", 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 "CPA", 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 personally
identifiable information and other data relating to individuals, such as
the California Privacy Rights Act ("PRA" passed in California (effective
in January 2023), and a draft data protection bill pending in India.

*Payments and Financial Services*

Most jurisdictions in which we operate have laws that govern

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payment and
financial services activities. For example, our subsidiary in the
Netherlands, Uber Payments B.V., is registered and authorized as an
electronic money institution in support of certain payment activities in
the European Economic Area (the "EA". Regulators in certain additional
jurisdictions may determine that certain aspects of our business are
subject to these laws and could require us to obtain licenses to
continue to operate in such jurisdictions. In addition, laws related to
money transmission and online payments are evolving, and changes in such
laws could affect our ability to provide payment processing on our
platform. We are continuing to evaluate our options for seeking further
licenses and approvals in several other jurisdictions to optimize
payment solutions and support future growth of our business.

*Antitrust*

Competition authorities closely scrutinize us under U.S. and foreign
antitrust and competition laws. An increasing number of governments are
enforcing competition laws and are doing so with increased scrutiny,
including governments in large markets such as the EU, the United
States, Brazil, and India, particularly surrounding issues of pricing
parity, price-fixing, and abuse of market power. In addition,
governmental agencies and regulators may, among other things, prohibit
future acquisitions, divestitures, or combinations we plan to make,
impose significant fines or penalties, require divestiture of certain of
our assets, or impose other restrictions that limit or require us to
modify our operations, including limitations on our contractual
relationships with platform users or restrictions on our pricing models.

Intellectual Property

We believe that our intellectual property is essential to our business
and affords us a competitive advantage in the markets in which we
operate. Our intellectual property includes the content of our website,
mobile applications, registered domain names,

7

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.

To protect our intellectual property, we rely on a combination of
copyright, trademark, patent, and trade secret laws, contractual
provisions, end-user policies, and disclosure restrictions. Upon
discovery of potential i

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nfringement of our intellectual property, we
assess and when necessary, take action to protect our rights as
appropriate. We also enter into confidentiality agreements and invention
assignment agreements with our employees and consultants and seek to
control access to, and distribution of, our proprietary information in a
commercially prudent manner.

Research and Development

Because the industries in which we compete are characterized by rapid
technological advances, our ability to compete successfully depends
heavily upon our ability to ensure a continual and timely flow of
competitive new offerings and technologies. We continue to develop new
technologies to enhance existing offerings and services, and to expand
the range of our offerings through research and development ("&D" and
acquisition of third-party businesses and technology.

Seasonality

*Mobility*

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
third quarter compared to other quarters due in partto less usage of
our platform during peak vacation season in North America and Europe. We
have typically experienced quarter-over-quarter declines in Mobility in
the first quarter. 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.

*Delivery*

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

Human Capital at Uber

*Employees*

We are a global company and as of December 1

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, 2022, we and our
subsidiaries had approximately 32,800 employees globally and operations
in approximately 70 countries and approximately 10,500 cities around the
world. 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.

Our success depends in large part on our ability to attract and retain
high-quality management, operations, engineering, and other personnel
who are in high demand, are often subject to competing employment
offers, and are attractive recruiting targets for our competitors.

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

*Adapting to a New Way of Working*. In 2022, more than two years after
we asked employees who were able to do so work remotely in light of the
COVID-19 pandemic, we reopened our offices and welcomed our employees
back to the office. The world of work has changed significantly in the
last two years, and in response we have evolved our work philosophy to
reflect all that we have learned and what we believe will produce the
best results for our employees and our business going forward. Our work
model has shifted to a hybrid model where employees have flexibility to
work from home.

*Employee Engagement*. To attract and retain the best talent, we strive
to establish a culture where people of all backgrounds can find a sense
of belonging and are able to achieve their highest capability. We
measure how successful we have been in establishing the culture we need
through employee engagement surveys and related tools. We historically
conducted a semi-annual workforce survey that measures employee
engagement, overall satisfaction, and well-being. But in 2021, we made a
shift toward continuous listening by collecting feedback from employees
throughout the year and through various channels. We use the results of
these regular checks to better understand employees'needs and support
their teams on topics such as well-being, inclusivity, fairness, rewards
and recognition, and growth opportunities. For example, our hybrid
return-to-office approach was shaped based on employee feedback. In
addition to the engagement survey results, we also monitor

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the health of
our workforce and the success of our people operations

8

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

*Employee Development and Retention*. We believe that employees who have
opportunities for development are more engaged, satisfied, and
productive. Employees are empowered to drive their own growth, whether
by learning on the job, finding stretch assignments, participating in
mentorship, or identifying their next opportunity within Uber through
internal mobility programs. Employees have access to an internal jobs
marketplace for full-time jobs as well as short-term stretch assignments
that enable them to have an impact on other areas of the business. Our
goal is to help all employees be their best selves by providing programs
and resources that promote wellness and productivity. This helps our
diverse employee base manage life' expected and unexpected events.
Globally, Uber offers competitive benefits packages to our employees and
their families. We provide competitive benefits as well as offerings
tailored to our unique populations.

For additional discussion, see the risk factor titled "---ur 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 2022 People and
Culture Report, which is available on our website. The information in
the 2022 People and Culture report is not a part of this Form 10-K.

*Diversity and Inclusion*

We believe that great minds don' think alike, and we work hard to ensure
that people of diverse backgrounds feel welcome and valued. We encourage
different opinions and approaches to be heard, and then we come together
and build. We believe that when employees feel empowered to succeed in a
work environment that celebrates, supports, and invests in diversity,
progress follows. To achieve our objective to increase diversity in who
we hire, we implement processes throughout Uber and measure progress.
For example, the Mansfield Rule was implemented by June 2021, to ensure
that we have considered women, LGBTQIA+ individuals, people with
disabilities, and racially underrepresented talent by requiring that a
certain percen

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tage of candidates considered for leadership roles come
from historically underrepresented groups.

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

We encourage employees who believe they, or any other employee, have
been subjected to discrimination to notify their manager, Uber' People
Team or the Integrity Helpline.

As a company that powers movement, it is our goal to ensure that
everyone can move freely and safely, whether physically, economically,
or socially. To do that, we strive to help fight the racism that
persists across society, be a champion for equity, and create
opportunities for all, both inside and outside our company. 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.

For more information regarding our Diversity andInclusion efforts,
please see our 2022 People and Culture Report and our 2022 ESG Report,
which are available on our website. The information in these reports is
not a part of this Form 10-K.

*Driver and Courier Well-Being*

In addition to employees discussed above, our business also depends on
our ability to attract and engage Drivers, consumers, Merchants,
Shippers, and Couriers, as well as contractors and consultants that
support our global operations.

In relation to those individuals who earn income on our platform, Uber
is one of the largest open platforms for work in the world, providing
accessible, flexible work in approximately 70 countries. Drivers are key
parts of the marketplaces that Uber has created through its apps. A
diverse set of people choose to use our platform to earn income without
having to apply for, or work the fixed schedules associated with,
traditional employment. We believe this flexibility is an improvement
over traditional work schedules and is something we believe can and
should remain available to anyone who chooses platform-based work. Uber
monitors regional and global driver attraction, retention and
satisfaction rates.

Accessible, flexible, ind

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ependent work has offered an option for many
workers historically marginalized from the labor market and has enabled
wide geographic coverage and reliable service offerings for consumers.
However, it is increasingly clear that more can be done to improve the
experience of using an app to connect with work opportunities. Although
the situation varies across countries and cities, the benefits and
protections for independent workers are generally patchy compared with
those that employees receive. The current binary system of employment
classification under some legal frameworks means that a worker is either
an employee who is provided significant social benefits or an
independent worker who has access to relatively few. This does not have
to be the case. At Uber, we believe that being your own boss should not
have to come at the expense of security and dignity in work. Around the
world, Uber has found innovative ways to address these issues.

•Advocacy: We have advocated for wider policy solutions to improve
access to protections and benefits for independent workers. We believe
all work should be treated equally. We also believe that legislative
reform is needed to modernize the

9

social safety net. This includes requiring Uber---nd other app based
companies---o provide benefits and protections to their users without
compromising the flexibility of their use of the app. Some recent
examples of our advocacy to preserve flexibility of work while expanding
access to benefits and protections are as follows:

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

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

•Protections and benefits: We partner with leading insurance companies
around the world to pioneer protections for independent workers.

•Earnings: We are continually developing new technology that Drivers can
use to acquire information that may help them save on costs and make
informed choices about where and when to drive (based on when and where

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their earnings potential is highest).

•Learning and Growth: We have partnered with learning and academic
institutions to provide opportunities to eligible Drivers and their
family members through undergraduate degree programs and courses on
entrepreneurship, skills development and language learning. For example,
since its launch in 2018, our partnership with Arizona State University
has enrolled nearly 5,000 Drivers and their family members in
undergraduate degree programs online.

•Engagement: We are focused on listening to and responding to the ideas
and concerns of Drivers and Merchants who use our platform. We believe
that the best ideas can come from anywhere, both inside and outside our
company. In locations around the world, we are piloting innovative ways
for Drivers to participate in meaningful dialogue with us. In markets
across the world, we hold regular meetings with Driver associations and
conduct regular surveys to gather feedback on our app, our support
services, and other matters.

For additional discussion, see the risk factor titled "---f we are
unable to attract or maintain a critical mass of Drivers, consumers,
merchants, shippers, and carriers, whether as a result of competition or
other factors, our platform will become less appealing to platform
users, and our financial results would be adversely impacted."included
in Part I, Item 1A of this Annual Report on Form 10-K as well our 2022
ESG Report and our 2022 People and Culture Report. The information in
these reports is not a part of this Form 10-K.

Additional Information

We were founded in 2009 and incorporated as Ubercab, Inc., a Delaware
corporation, in July 2010. In February 2011, we changed our name to Uber
Technologies, Inc. Our principal executive offices are located at 1515
3rd Street, San Francisco, California 94158, and our telephone number is
(415) 612-8582.

Our website address is www.uber.com and our investor relations website
is located at https://investor.uber.com. The information posted on our
website is not incorporated into this Annual Report on Form 10-K. The
U.S. Securities and Exchange Commission ("EC" maintains an Internet site
that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at
www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Fo

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rm 8-K and amendments to reports filed or
furnished pursuant to Sections 13(a) and 15(d) of the Securities
Exchange Act of 1934, as amended, (the "xchange Act" are also available
free of charge on our investor relations website as soon as reasonably
practicable after we electronically file such material with, or furnish
it to, the SEC.

We webcast our earnings calls and certain events we participate in or
host with members of the investment community on our investor relations
website. Additionally, we provide notifications of news or announcements
regarding our financial performance, including SEC filings, investor
events, press and earnings releases, as part of our investor relations
website. The contents of these websites are not intended to be
incorporated by reference into this report or in any other report or
document we file.

ITEM 1A. RISK FACTORS

*Certain factors may have a material adverse effect on our business,
financial condition, and results of operations. You should carefully
consider the following risks, together with all of the other information
contained in this Annual Report on Form 10-K, including the sections
titled "pecial Note Regarding Forward-Looking Statements"and "anagement'
Discussion and Analysis of Financial Condition and Results of
Operations"and our financial statements and the related notes included
elsewhere in this Annual Report on Form 10-K. Any of the following risks
could have an adverse effect on our business, financial condition,
operating results, or prospects and could cause the trading price of our
common stock to decline, which would cause you to lose all or part of
your investment. Our business, financial condition, operating results,
or prospects could also be harmed by risks and uncertainties not
currently known to us or that we currently do not believe are material.*

Risk Factor Summary

10

The following are some of these risks, any of which could have an
adverse effect on our business financial condition, operating results,
or prospects.

•Our business would be adversely affected if Drivers were classified as
employees, workers or quasi-employees instead of independent
contractors.

•The mobility, delivery, and logistics industries are highly
competitive, with well-established and low-cost alternatives that have
been available for decades, low barriers to entry, low switching costs,
and well-capitalized comp

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etitors in nearly every major geographic
region.

•To remain competitive in certain markets, we have in the past lowered,
and may continue to lower, fares or service fees, and we have in the
past offered, and may continue to offer, significant Driver incentives
and consumer discounts and promotions.

•We have incurred significant losses since inception, including in the
United States and other major markets. We expect our operating expenses
to increase significantly in the foreseeable future, and we may not
achieve or maintain profitability.

•If we are unable to attract or maintain a critical mass of Drivers,
consumers, merchants, Shippers, and Carriers, whether as a result of
competition or other factors, our platform will become less appealing to
platform users.

•Our business depends on retaining and attracting high-quality
personnel, and continued attrition, future attrition, or unsuccessful
succession planning could adversely affect our business.

•Maintaining and enhancing our brand and reputation is critical to our
business prospects. We receive significant media coverage, including
negative publicity regarding our brand and reputation, and while we have
taken significant steps to rehabilitate our brand and reputation,
failure to maintain and enhance our brand and reputation will cause our
business to suffer.

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

•If we are unable to optimize our organizational structure or
effectively manage our growth, our financial performance and future
prospects will be adversely affected.

•Platform users may engage in, or be subject to, criminal, violent,
inappropriate, or dangerous activity that results in major safety
incidents, which may harm our ability to attract and retain Drivers,
consumers, merchants, Shippers, and Carriers.

•We are making substantial investments in new offerings and
technologies, and may increase such investments in the future. These new
ventures are inherently risky, and we may never realize any expected
benefits from them.

•We generate a significant percentage of our Gross Bookings from trips
in large metropolitan areas, and these operations may be negatively
affected by economic, social, weather, and regulatory conditions, public
health concerns or

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other circumstances.

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

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

•Cyberattacks, including computer malware, ransomware, viruses, denial
of service attacks, spamming, and phishing attacks could harm our
reputation, business, and operating results.

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

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

•Outbreaks of contagious disease, such as the COVID-19 pandemic, and the
impact of actions to mitigate such pandemic, have adversely affected,
and future outbreaks of disease may adversely affect, parts of our
business.

•We rely on third parties maintaining open marketplaces to distribute
our platform and to provide the software we use in certain of our
products and offerings. If such third parties interfere with the
distribution of our products or offerings or with our use of such
software, our business would be adversely affected.

•We will require additional capital to support the growth of our
business, and this capital might not be available on reasonable terms or
at all.

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•If we are unable to successfully identify, acquire and integrate
suitable businesses, our operating results and prospects could be
harmed, and any businesses we acquire may not perform as expected or be
effectively integrated.

•We may continue to be blocked from or limited in providing or operating
our products and offerings in certain jurisdictions, and may be required
to modify our business model in those jurisdictions as a result.

•Our business is subject to nume

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rous legal and regulatory risks that
could have an adverse impact on our business and future prospects.

•Our business is subject to extensive government regulation and
oversight relating to the provision of payment and financial services.

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

•If we are unable to protect our intellectual property, or if third
parties are successful in claiming that we are misappropriating the
intellectual property of others, we may incur significant expense and
our business may be adversely affected.

•The market price of our common stock has been, and may continue to be,
volatile or may decline steeply or suddenly regardless of our operating
performance, and we may not be able to meet investor or analyst
expectations. You may not be able to resell your shares at or above the
price you paid and may lose all or part of your investment.

Operational and Economic Risks Related to Our Business

*Operational Risks*

*Our business would be adversely affected if Drivers were classified as
employees, workers or quasi-employees.*

The classification of Drivers is currently being challenged in courts,
by legislators and by government agencies in the United States and
abroad. We are involved in numerous legal proceedings globally,
including putative class and collective class action lawsuits, demands
for arbitration, charges and claims before administrative agencies, and
investigations or audits by labor, social security, and tax authorities
that claim that Drivers should be treated as our employees (or as
workers or quasi-employees where those statuses exist), rather than as
independent contractors. We believe that Drivers are independent
contractors because, among other things, they can choose whether, when,
and where to provide services on our platform, are free to provide
services on our competitors'platforms, and provide a vehicle to perform
services on our platform. Nevertheless, we may not be successful in
defending the classification of Drivers in some or all jurisdictions.
Furthermore, the costs associated with defending, settling, or resolving
pending and future lawsuits (including demands for ar

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bitration) relating
to the classification of Drivers have been and may continue to be
material to our business.

In addition, more than 150,000 Drivers in the United States who have
entered into arbitration agreements with us have filed (or expressed an
intention to file) arbitration demands against us that assert similar
classification claims. We have resolved the classification claims of a
majority of these Drivers under individual settlement agreements,
pursuant to which we have paid approximately \$521 million as of
December 1, 2022. Furthermore, we are involved in numerous legal
proceedings regarding the enforceability of arbitration agreements
entered into with Drivers. If we are not successful in such proceedings,
this could negatively impact the enforceability of arbitration
agreements in other legal proceedings, which could have an adverse
consequence on our business and financial condition.

Changes to foreign, state, and local laws governing the definition or
classification of independent contractors, or judicial decisions
regarding independent contractor classification, could require
classification of Drivers as employees (or workers or quasi-employees
where those statuses exist) and/or representation of Drivers by labor
unions. For example, California' Assembly Bill 5 became effective as of
January 1, 2020. Government authorities and private plaintiffs have
brought litigation asserting that Assembly Bill 5 requires Drivers in
California to be classified as employees.

In November 2020, California voters approved Proposition 22, a
California 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 and we expect that Drivers will be able to
maintain their status as independent contractors under California law
and that we and our competitors will be required to comply with the
provisions of Proposition 22. Although our stipulation to dissolve the
California Attorney General' 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. Legal
challenges, including constitutional challenges, to Proposition 22 have
been and may continue to be filed.

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

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d. For example, in July 2020, the Massachusetts Attorney
General filed a complaint against Uber and Lyft, alleging that drivers
are misclassified, and seeking an injunction. If we do not prevail in
current litigation or similar actions that may be brought in the future,
we may be required to treat Drivers as employees and/or make other
changes to our business model in certain jurisdictions. 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,

12

including expenses associated with the application of wage and hour laws
(including minimum wage, overtime, and meal and rest period
requirements), employee benefits, social security contributions, taxes
(direct and indirect), and potential penalties. In this case, we
anticipate significant price increases for Riders to offset these
additional costs; however, we believe that the financial impact to Uber
would be moderated by the likelihood of other industry participants
being similarly affected. Additionally, we may not have adequate Driver
supply as Drivers may opt out of our platform given the loss of
flexibility under an employment model, and we may not be able to hire a
majority of the Drivers currently using our platform. Further, any such
reclassification would require us to fundamentally change our business
model, and consequently have an adverse effect on our business, results
of operations, financial position and cash flows.

Other examples of judicial decisions include a decision by the French
Supreme Court that a driver for a third-party meal delivery service was
under a "ubordinate relationship"of the service, indicating an
employment relationship, a decision by the French Supreme Court that
reclassified an UberX Driver as an employee (which has been followed by
inconsistent appellate decisions regarding employee status), decisions
by several Swiss governmental bodies ruling that Drivers should be
classified as employees for Swiss social security or regulatory
purposes, a recent Spanish regulation of food delivery platforms that
presumes employment status and a ruling in September 2021 by a
Netherlands court that Mobility Drivers are employees within the meaning
of the taxi collective bargaining agreement.

In addition, reclassification of Drivers as employees, workers or
quasi-emp

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loyees where those statuses exist, have and could lead to
groups of Drivers becoming represented by labor unions and similar
organizations. For example, in May 2021, we formally recognized a UK
driver union. If a significant number of Drivers were to become
unionized and collective bargaining agreement terms were to deviate
significantly from our business model, our business, financial
condition, operating results and cash flows could be materially
adversely affected. In addition, a labor dispute involving Drivers may
harm our reputation, disrupt our operations and reduce our net revenues,
and the resolution of labor disputes may increase our costs.

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

*The mobility, delivery, and logistics industries are highly
competitive, with well-established and low-cost alternatives that have
been available for decades, low barriers to entry, low switching costs,
and well-capitalized competitors in nearly every major geographic
region. If we are unable to compete effectively in these industries, our
business and financial prospects would be adversely impacted.*

Our platform provides offerings in the mobility, delivery, and logistics
industries. We compete on a global basis, and the markets in which we
compete are highly fragmented. We face significant competition in each
of the mobility and delivery industries globally and in the logistics
industry in the United States and Canada from existing,
well-established, and low-cost alternatives, and in the future we expect
to face competition from new market entrants given the low barriers to
entry that characterize these industries. In addition, within each of
these markets, the cost to switch between products is low. Consumers
have a propensity to shift to the lowest-cost or highest-quality
provider; Drivers have a propensity to shift to the platform with the
highest earnings potential

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; restaurants and other merchants have a
propensity to shift to the delivery platform that offers the lowest
service fee for their meals and other goods and provides the highest
volume of orders; and Shippers and Carriers have a propensity to shift
to the platform with the best price and most convenient service for
hauling shipments.

Further, while we work to expand globally and introduce new products and
offerings across a range of industries, many of our competitors remain
focused on a limited number of products or on a narrow geographic scope,
allowing them to develop specialized expertise and employ resources in a
more targeted manner than we do. As we and our competitors introduce new
products and offerings, and as existing products evolve, we expect to
become subject to additional competition. In addition, our competitors
may adopt certain of our product features, or may adopt innovations that
Drivers, consumers, merchants, Shippers, and Carriers value more highly
than ours, which would render our products less attractive or reduce our
ability to differentiate our products. Increased competition could
result in, among other things, a reduction of the revenue we generate
fromthe use of our platform, the number of platform users, the
frequency of use of our platform, and our margins.

We face competition in each of our offerings, including:

•*Mobility*. Our Mobility offering competes with personal vehicle
ownership and usage, which accounts for the majority of passenger miles
in the markets that we serve, and traditional transportation services,
including taxicab companies and taxi-hailing services, livery and other
car services. In addition, public transportation can be a superior
substitute to our Mobility offering and in many cases, offers a faster
and lower-cost travel option in many cities. We also compete with other
ridesharing companies, including certain of our minority-owned
affiliates, for Drivers and riders, including Lyft, Ola, Didi, Grab,
Bolt, and our Yandex.Taxi joint venture.

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

13

various regions for Drivers, consumers, and merchants, including
DoorDash, Deliveroo, Glovo, Instacart, Gopuff, Rappi, iFood, Delivery
Hero, Just Eat Takeaway, and Amazon. Our Delivery offering also competes
with restaurants, including those t

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hat offer their own delivery and/or
take-away, meal kit delivery services, grocery delivery services, and
traditional grocers.

•*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, Convoy, Echo Global
Logistics, Coyote, Transfix, DHL, and NEXT Trucking.

Many of our competitors are well-capitalized and offer discounted
services, Driver incentives, consumer discounts and promotions,
innovative products and offerings, and alternative pricing models, which
may be more attractive to consumers than those that we offer. Further,
some of our current or potential competitors have, and may in the future
continue to have, greater resources and access to larger Driver,
consumer, merchant, Shipper, or Carrier bases in a particular geographic
market. In addition, our competitors in certain geographic markets enjoy
substantial competitive advantages such as greater brand recognition,
longer operating histories, larger marketing budgets, better localized
knowledge, and more supportive regulatory regimes. As a result, such
competitors may be able to respond more quickly and effectively than us
in such markets to new or changing opportunities, technologies, consumer
preferences, regulations, or standards, which may render our products or
offerings less attractive. In addition, future competitors may share in
the effective benefit of any regulatory or governmental approvals and
litigation victories we may achieve, without having to incur the costs
we have incurred to obtain such benefits.

As a result of certain divestitures, we are contractually restricted
from competing with our minority-owned affiliates with respect to
certain aspects of our business, including in China through August 2023,
Russia/CIS through February 2025, Southeast Asia through the later of
March 2023 or one year after we dispose of all interests in Grab, and
the United States, Canada, Australia, New Zealand and certain parts of
Europe with respect to e-bikes and e-scooters through May 2023, while
none of our minority-owned affiliates are restricted from competing with
us anywhere in the world. 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

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in Europe and Africa. As Didi and our other minority-owned
affiliates continue to expand their businesses, they may in the future
compete with us in additional geographic markets. In addition, we are
contractually restricted from competing with some of our majority-owned
affiliates with respect to certain aspects of our business, including
competing against Uber Freight with respect to freight brokerage.

Additionally, if we are unable to obtain regulatory approval of our
acquisitions, we may not ultimately consummate such acquisitions or may
consummate them only in jurisdictions where antitrust approval is
obtained. Further, in order to obtain regulatory approval of
acquisitions, we may be required to divest all or part of our or the
target company' operations or agree to other remedies. Any such remedies
could result in additional competition in some or all markets.

For all of these reasons, we may not be able to compete successfully
against our current and future competitors. Our inability to compete
effectively would have an adverse effect on, or otherwise harm, our
business, financial condition, and operating results.

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

To remain competitive in certain markets and generate network scale and
liquidity, we have in the past lowered, and may continue to lower, fares
or service fees, and we have offered and may continue to offer
significant Driver incentives and consumer discounts and promotions. At
times, in certain geographic markets, we have offered, and may continue
to offer, Driver incentives that cause the total amount of the fare that
a Driver retains, combined with the Driver incentives a Driver receives
from us, to increase, at times meeting or exceeding the amount of Gross
Bookings we generate for a given Trip. In certain geographic markets and
regions, we do not have a leading category position, which may result in
us choosing to further increase the amount of Driver incentives and
consumer discounts and promotions that we offer in those geographic
markets and regions. We cannot assure you that offering such

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Driver
incentives and consumer discounts and promotions will be successful.
Driver incentives, consumer discounts, promotions, and reductions in
fares and our service fee have negatively affected, and will continue to
negatively affect, our financial performance. Additionally, we rely on
pricing models to calculate consumer fares and Driver earnings, which
have been modified over time and will likely in the future be modified,
and pricing models at times vary based upon jurisdiction. We cannot
assure you that our pricing models or strategies will be successful in
attracting consumers and Drivers. For example, changes we have made in
California to the information that Drivers see in the application, as
well as pricing and offer structure changes, adversely impacted usage of
the application. If we are unable to successfully manage these and
similar kinds of changes in the future, our business may be adversely
impacted.

The markets in which we compete have attracted significant investments
from a wide range of funding sources, and we anticipate that many of our
competitors will continue to be highly capitalized. Moreover, certain of
our stockholders have made substantial investmentsin certain of our
competitors and may increase such investments, make new investments in
other competitors, or enter into strategic transactions with competitors
in the future. These investments or strategic transactions, along with
other competitive advantages discussed above, may allow our competitors
to compete more effectively against us and continue to lower their
prices, offer Driver incentives or consumer discounts and promotions, or
otherwise attract Drivers, consumers, merchants, Shippers, and

14

Carriers to their platform and away from ours. Such competitive
pressures may lead us to maintain or lower fares or service fees or
maintain or increase our Driver incentives and consumer discounts and
promotions. 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
profitability.

*We have incurred significant losses since inception, including in the
United States and other major markets. We expect our operating expenses
to increase significantly in the foreseeable future, and we may not
achieve or maintain profitability.*

We have incurre

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d significant losses since inception. We incurred
operating losses of \$4.9 billion, \$3.8 billion and \$1.8 billion in
the years ended December 31, 2020, 2021 and 2022, and as of December 1,
2022, we had an accumulated deficit of \$32.8 billion. We will need to
generate and sustain increased revenue levels and decrease proportionate
expenses in future periods to achieve profitability in many of our
largest markets, including in the United States, and even if we do, we
may not be able to maintain or increase profitability. We may continue
to incur losses in the near term as a result of substantial increases in
our operating expenses, as we continue to invest in order to: increase
the number of Drivers, consumers, merchants, Shippers, and Carriers
using our platform through incentives, discounts, and promotions; expand
within existing or into new markets; increase our research and
development expenses; expand marketing channels and operations; hire
additional employees; and add new products and offerings to our
platform. These efforts may prove more expensive than we anticipate, and
we may not succeed in increasing our revenue sufficiently to offset
these expenses. Many of our efforts to generate revenue are new and
unproven, and any failure to adequately increase revenue or contain the
related costs could prevent us from attaining or increasing
profitability. 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 Take Rate.
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 take rate
with respect to those transactions after considering amounts collected
from consumers and paid to Drivers. As we expand our offerings to
additional cities, our offerings in these cities may be less profitable
than the markets in which we currently operate. As such, we may not be
able to achieve or maintain profitability in the near term, in
accordance with our expectations, or at all. Additionally, we may not
realize the operating efficiencies we expect to achieve as a result of
our acquisition of Careem, Postmates or other acquired companies, and
may continue to incur significant operating losses in the

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United States,
Middle East, North Africa, and Pakistan in the future. Even if we do
experience operating efficiencies, our operating results may not
improve, at least in the near term.

*If we are unable to attract or maintain a sufficient number of Drivers,
consumers, merchants, Shippers, and Carriers, whether as a result of
competition or other factors, our platform will become less appealing to
platform users, and our financial results would be adversely impacted.*

Our success in a given geographic market significantly depends on our
ability to develop our network scale and liquidity in that geographic
market by attracting Drivers, consumers, merchants, Shippers, and
Carriers to our platform. If Drivers choose not to offer their services
through our platform, we may lack a sufficient supply of Drivers to
attract consumers and merchants to our platform. We have experienced and
expect to continue to experience Driver supply constraints in most
geographic markets in which we operate. To the extent that we experience
Driver supply constraints in a given market, we may need to increase or
may not be able to reduce the Driver incentives that we offer without
adversely affecting thesupply liquidity that we experience in that
market. Similarly, if Carriers choose not to offer their services
through our platform or elect to use other freight brokers, we may lack
a sufficient supply of Carriers in specific geographic markets to
attract Shippers to our platform. Furthermore, if merchants choose to
partner with other delivery services in a specific geographic market, or
if merchants choose to engage exclusively with our competitors, other
merchant marketing websites, or other delivery services, we may lack a
sufficient variety and supply of restaurant and other merchant options,
or lack access to the most popular restaurants, such that our Delivery
offering will become less appealing to consumers and merchants. A
significant amount of our Delivery Gross Bookings come from a limited
number of large restaurant groups and other merchants, and this
concentration increases the risk of fluctuations in our operating
results and our sensitivity to any material adverse developments
experienced by our significant restaurant partners. If platform users
choose to use other ridesharing, meal delivery, or logistics services,
we may lack sufficient opportunities for Drivers to e

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arn a fare,
Carriers to book a shipment, or restaurants to provide a meal, which may
reduce the perceived utility of our platform. An insufficient supply of
platform users would decrease our network liquidity and adversely affect
our revenue and financial results. Although we may benefit from having
larger scale and liquidity than some competitors, those network effects
may not result in competitive advantages or may be overcome by smaller
competitors. Maintaining a balance between supply and demand in any
given area at any given time and our ability to execute operationally
may be more important to service quality than the absolute size of the
network. If our service quality diminishes or our competitors'products
achieve greater market adoption, our competitors may be able to grow at
a quicker rate than we do and may diminish our network effect.

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,

15

dissatisfaction with changes we make to our products and offerings, or
dissatisfaction with our products and offerings in general. In addition,
if we are unable to provide high-quality support to platform users or
respond to reported incidents, including safety incidents, in a timely
and acceptable manner, our ability to attract and retain platform users
could be adversely affected. If Drivers, consumers, merchants, Shippers,
and Carriers do not establish or maintain active accounts with us, if a
social media or other campaign encouraging users to cease use of our
platform takes hold, if we fail to provide high-quality support, or if
we cannot otherwise attract and retain a large number of Drivers,
consumers, merchants, Ship

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pers, and Carriers, our revenue would decline,
and our business would suffer.

The number of Drivers and merchants on our platform could decline or
fluctuate as a result of a number of factors, including Drivers ceasing
to provide their services through our platform, passage or enforcement
of local laws limiting our products and offerings, the low switching
costs between competitor platforms or services, and dissatisfaction with
our brand or reputation, pricing models (including potential reductions
in incentives), ability to prevent safety incidents, or other aspects of
our business. While we aim to provide an earnings opportunity comparable
to that available in retail, wholesale, or merchant services or other
similar work, we continue to experience dissatisfaction with our
platform from a significant number of Drivers. In particular, as we aim
to reduce Driver incentives to improve our financial performance, we
expect Driver dissatisfaction will generally increase.

Often, we are forced to make tradeoffs between the satisfaction of
various platform users, as a change that one category of users views as
positive will likely be viewed as negative to another category of users.
We also take certain measures to protect against fraud, help increase
safety, and prevent privacy and security breaches, including terminating
access to our platform for users with low ratings or reported incidents,
and imposing certain qualifications for Drivers and merchants, which may
damage our relationships with platform users or discourage or diminish
their use of our platform. Further, we are investing in our autonomous
vehicle strategy, which may add to Driver dissatisfaction over time, as
it may reduce the need for Drivers. Driver dissatisfaction has in the
past resulted in protests by Drivers in various regions, including
India, the United Kingdom, and the United States. Such protests have
resulted, and any future protests may result, in interruptions to our
business. Continued Driver dissatisfaction may also result in a decline
in our number of platform users, which would reduce our network
liquidity, and which in turn may cause a further decline in platform
usage. Any decline in the number of Drivers, consumers, merchants,
Shippers, or Carriers using our platform would reduce the value of our
network and would harm our future operating results.

In addition, changes in Drive

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r qualification and background-check
requirements may increase our costs and reduce our ability to onboard
additional Drivers to our platform. Our Driver qualification and
background check process varies by jurisdiction, and there have been
allegations, including from regulators, legislators, prosecutors,
taxicab owners, and consumers, that our background check process is
insufficient or inadequate. With respect to Drivers who are only
eligible to make deliveries through Delivery, our qualification and
background check standards are generally less extensive than the
standards for Drivers who are eligible to provide rides through our
Mobility products. Legislators and regulators may pass laws or adopt
regulations in the future requiring Drivers to undergo a materially
different type of qualification, screening, or background check process,
or that limit our ability to access information used in the background
check process in an efficient manner, which could be costly and
time-consuming. 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
numberof Drivers in those markets or extend the time required to
recruit new Drivers to our platform, which would adversely impact our
business and growth. Furthermore, we rely on a single background-check
provider in certain jurisdictions, and we may not be able to arrange for
adequate background checks from a different provider on commercially
reasonable terms or at all. The failure of this provider to provide
background checks on a timely basis would result in our inability to
onboard new Drivers or retain existing Drivers undergoing periodic
background checks that are required to continue using our platform.

*Maintaining and enhancing our brand and reputation is critical to our
business prospects. We receive significant media coverage, including
negative publicity regarding our brand and reputation, and while we have
taken significant steps to rehabilitate our brand and reputation,
failure to maintain or enhance our brand and reputation will cause our
business to suffer.*

Maintaining and enhancing our brand and reputation is critical to our
ability to attract new employees and platform users, to preserve and
deepen the engagement of our existing employees and platform users, and
t

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o mitigate legislative or regulatory scrutiny, litigation, government
investigations, and adverse platform user sentiment.

We receive a high degree of negative media coverage around the world,
which adversely affects our brand and reputation and fuels distrust of
our company. Negative publicity, particularly related to the period
prior to and through 2017, adversely affects our brand and reputation,
makes it difficult for us to attract and retain platform users, reduces
confidence in and use of our products and offerings, invites continued
legislative and regulatory scrutiny, and results in additional
litigation and governmental investigations. As a result, our competitors
raised additional capital, increased their investments in certain
markets, and improved their category positions and market shares, and
may continue to do so.

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

16

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. Further
unfavorable media coverage and negative publicity could adversely impact
our financial results and future prospects. As our platform continues to
scale and becomes increasingly interconnected, resulting in increased
media coverage and public awareness of our brand, future damage to our
brand and reputation could have an amplified effect on our various
platform offerings. Additionally, some of our acquired and
majority-owned companies, including Careem, Postmates and Cornershop,
have or will continue to use their own brands and/or operate their own
apps in parallel with our brand and apps, and any damage or reputational
harm to their brands could adversely impact our brand and reputation.

Our brand and reputation might also be harmed by events outside of our
control. For example, we have licensed our brand in con

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nection with
certain divestitures and joint ventures, including to Didi in China and
to our Yandex.Taxi joint venture 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. 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. Furthermore, if
Drivers, merchants, or Carriers provide diminished quality of service,
are involved in incidents regarding safety or privacy, engage in
malfeasance, or otherwise violate the law, we may receive unfavorable
press coverage and our reputation and business may be harmed. As a
result, any of these third parties could take actions that result in
harm to our brand, reputation, and consequently, our business.

While we have taken significant steps to rehabilitate our brand and
reputation, the successful rehabilitation of our brand will depend
largely on maintaininga good reputation, minimizing the number of
safety incidents, continuing an improved culture and workplace
practices, improving our compliance programs, maintaining a high quality
of service and ethical behavior, and continuing our marketing and public
relations efforts. Our brand promotion, reputation building, and media
strategies have involved significant costs and may not be successful. We
anticipate that other competitors and potential competitors will expand
their offerings, which will make maintaining and enhancing our
reputation and brand increasingly more difficult and expensive. If we
fail to successfully maintain our brand in the current or future
competitive environment or if events occur in the future which
negatively affect public perception of our company, our brand and
reputation would be further damaged and our business may suffer.

*Our historical workplace culture and forward-leaning approach created
operational, compliance, and cultural challenges, and a failure to
address these challenges would adversely impact our business, financial
condition, operating results, and prospects.*

Our historical workplace culture and forward-leaning approach created
significant

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operational and cultural challenges that have in the past
harmed, and may in the future continue to harm, our business results and
financial condition. Our prior failure to prioritize compliance has led
to increased regulatory scrutiny globally. Although we have since made
changes in our company' cultural values and composition of our
leadership team and have an ongoing commitment to promote transparency
and collaboration, regulators may continue to perceive us negatively,
which would adversely impact our business, financial condition,
operating results, and prospects.

Our historical workplace culture also created a lack of transparency
internally, which resulted in siloed teams that lacked coordination and
knowledge sharing, causing misalignment and inefficiencies in
operational and strategic objectives. Although we have since embraced a
culture of enhanced transparency, these efforts may not be successful.

*Our workforce and operations have grown substantially since our
inception and we have in the past implemented several reductions in
workforce. If we are unable to optimize our organizational structure or
effectively manage our growth or any future reductions in workforce, our
financial performance and future prospects will be adversely affected.*

Since our inception, we have experienced rapid growth in the United
States and internationally. This expansion increases the complexity of
our business and has placed, and will continue to place, significant
strain on our management, personnel, operations, systems, technical
performance, financial resources, and internal financial control and
reporting functions. We may not be able to manage our growth
effectively, which could damage our reputation and negatively affect our
operating results.

As our operations have expanded, we have grown from 159 employees as of
December 31, 2012 to approximately 32,800 global employees as of
December 1, 2022, of whom approximately 19,200 were located outside the
United States. We expect the total number of our employees located
outside the United States to increase as we expand globally. Properly
managing our growth will require us to continue to hire, train, and
manage qualified employees and staff, including engineers, operations
personnel, financial and accounting staff, and sales and marketing
staff, and to improve and maintain our technology. If our new hires
perfor

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m poorly, if we are unsuccessful in hiring, training, managing,
and integrating new employees and staff, or if we are not successful in
retaining our existing employees and staff, our business may be harmed.
Moreover, in order to optimize our organizational structure, we have
implemented several reductions in workforce and restructurings,
including in response to the COVID-19 pandemic and its impact on our
business, and may in the future implement other reductions in workforce.
Any reduction in workforce or restructuring may yield unintended
consequences and costs, such as attrition beyond the intended reduction
in workforce, the distraction of employees, or reduced employee morale
and could adversely affect our reputation as an employer, which could
make it more difficult for us to hire new employees in the future and
increase the risk that we may not achieve the anticipated benefits from
the reduction in workforce. Properly managing our growth or any
reductions in workforce will require us to establish consistent policies
across regions and functions, and a failure to do so could likewise harm
our business.

17

Our failure to upgrade our technology or network infrastructure
effectively to support our growth could result in unanticipated system
disruptions, slow response times, or poor experiences for Drivers,
consumers, merchants, Shippers, and Carriers. To manage the growth of
our operations and personnel and improve the technology that supports
our business operations, as well as our financial and management
systems, disclosure controls and procedures, and internal controls over
financial reporting, we will be required to commit substantial
financial, operational, and technical resources. In particular, we will
need to improve our transaction processing and reporting, operational,
and financial systems, procedures, and controls. For example, due to our
significant growth, especially with respect to our high-growth emerging
offerings like Delivery and Freight, we face challenges in timely and
appropriately designing controls in response to evolving risks of
material misstatement. These improvements are and will be particularly
challenging when we acquire new businesses with different systems. Our
current and planned personnel, systems, procedures, and controls may not
be adequate to support our future operations. If we are unable to expand
our operations

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and hire additional qualified personnel in an efficient
manner, or if our operational technology is insufficient to reliably
service Drivers, consumers, merchants, Shippers, or Carriers, platform
user satisfaction will be adversely affected and may cause platform
users to switch to our competitors'platforms, which would adversely
affect our business, financial condition, and operating results.

Our organizational structure is complex and will continue to grow as we
add additional Drivers, consumers, merchants, Carriers, Shippers,
employees, products and offerings, and technologies, and as we continue
to expand globally. We will need to improve our operational, financial,
and management controls as well as our reporting systems and procedures
to support the growth of our organizational structure. We will require
capital and management resources to grow and mature in these areas. If
we are unable to effectively manage the growth of our business, the
quality of our platform may suffer, and we may be unable to address
competitive challenges, which would adversely affect our overall
business, operations, and financial condition.

*If platform users engage in, or are subject to, criminal, violent,
inappropriate, or dangerous activity that results in major safety
incidents, our ability to attract and retain Drivers, consumers,
merchants, Shippers, and Carriers may be harmed, which could have an
adverse impact on our reputation, business, financial condition, and
operating results.*

We are not able to control or predict the actions of platform users and
third parties, either during their use of our platform or otherwise, and
we may be unable to protect or provide a safe environment for Drivers
and consumers as a result of certain actions by Drivers, consumers,
merchants, Carriers, and third parties. Such actions may result in
injuries, property damage, or loss of life for consumers and third
parties, or business interruption, brand and reputational damage, or
significant liabilities for us. Although we administer certain
qualification processes for users of our platform, including background
checks on Drivers through third-party service providers, these
qualification processes and background checks may not expose all
potentially relevant information and are limited in certain
jurisdictions according to national and local laws, and our third-party
service providers

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may fail to conduct such background checks adequately
or disclose information that could be relevant to a determination of
eligibility. Further, the qualification and background check standards
for Couriers are generally less extensive than those conducted for
Mobility Drivers. In addition, we do not independently test
Drivers'driving skills. Consequently, we expect to continue to receive
complaints from riders and other consumers, as well as actual or
threatened legal action against us related to Driver conduct. We have
also faced civil litigation alleging, among other things, inadequate
Driver qualification processes and background checks, and general
misrepresentations regarding the safety of our platform.

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. There have been numerous incidents
and allegations worldwide of Drivers, or individuals impersonating
Drivers, sexually assaulting, abusing, kidnapping and/or fatally
injuring consumers, or otherwise engaging in criminal activity while
using our platform or claiming to use our platform. Furthermore, if
consumers engage in criminal activity or misconduct while using our
platform, Drivers and merchants may be unwilling to continue using our
platform. In addition, certain regions where we operate have high rates
of violent crime, which has impacted Drivers and consumers in those
regions. For example, in Latin America, there have been numerous and
increasing reports of Drivers and consumers being victimized by violent
crime, such as armed robbery, violent assault, and rape, while taking or
providing a trip on our platform. If other criminal, inappropriate, or
other negative incidents occur due to the conduct of platform users or
third parties, our ability to attract platform users may be harmed, and
our business and financial results could be adversely affected.

Public reporting or disclosure of reported safety information, including
information about safety incidents reportedly occurring on or related to
our platf

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orm, whether generated by us or third parties such as media or
regulators, may adversely impact our business and financial results.

Further, we may be subject to claims of significant liability based on
traffic accidents, deaths, injuries, or other incidents that are caused
by Drivers, consumers, or third parties while using our platform, or
even when Drivers, consumers, or third parties are not actively using
our platform. On a smaller scale, we may face litigation related to
claims by Drivers for the actions of consumers or third parties.
Furthermore, operating a motor vehicle is inherently dangerous. In
addition, the growth of our Delivery offering has led to an increase in
Couriers on two wheel vehicles such as scooters and bicycles, who are
more vulnerable road users and face a more severe level of injury in the
event of a collision than that faced while driving in a vehicle. For
example, urban hazards such as unpaved or uneven roadways increase the
risk and severity of potential injuries. In addition, Couriers, in
particular those on two wheel vehicles

18

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 "ush"hours, all of which
heighten the potential risk of injuries or death. Our auto liability and
general liability insurance policies may not cover all potential claims
to which we are exposed, and may not be adequate to indemnify us for all
liability. These incidents may subject us to liability and negative
publicity, which would increase our operating costs and adversely affect
our business, operating results, and future prospects. Even if these
claims do not result in liability, we will incur significant costs in
investigating and defending against them. As we expand our products and
offerings, such as Freight, this insurance risk will grow.

*We are making substantial investments in new offerings and
technologies, and may increase such investments in the future. These new
ventures are inherently risky, and we may never realize any expected
benefits from them.*

We have made substantial investments to develop new offerings and
technologies, and we intend to continue investing significant resources
in developing new technologies, tools, features, services, products and
offerings. For example, through our acquisition o

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f Cornershop, a
provider of online grocery delivery in several countries including
Mexico and Chile, we expanded our Delivery offering to grocery delivery.
Additionally, in October 2021, we acquired The Drizly Group, Inc., which
operates an on-demand alcohol marketplace in North America, in order to
further expand our Delivery offering to alcohol. In November 2021, our
subsidiary Uber Freight acquired Transplace, expanding Uber Freight'
business through Transplace' expertise in transportation management. We
also plan to invest significant resources to develop and expand new
offerings and technologies in the markets in which Careem and Postmates
operate. If we do not spend our development budget efficiently or
effectively on commercially successful and innovative technologies, we
may not realize the expected benefits of our strategy. Our new
initiatives also have a high degree of risk, as each involves nascent
industries and unproven business strategies and technologies with which
we have limited or no prior development or operating experience. Because
such offerings and technologies are new, they will likely involve claims
and liabilities (including, but not limited to, personal injury claims),
expenses, regulatory challenges, and other risks, some of which we do
not currently anticipate.

There can be no assurance that consumer demand for such initiatives will
exist or be sustained at the levels that we anticipate, or that any of
these initiatives will gain sufficient traction or market acceptance to
generate sufficient revenue to offset any new expenses or liabilities
associated with these new investments. It is also possible that products
and offerings developed by others will render our products and offerings
noncompetitive or obsolete. Further, our development efforts with
respect to new products, offerings and technologies could distract
management from current operations, and will divert capital and other
resources from our more established products, offerings and
technologies. Even if we are successful in developing new products,
offerings or technologies, regulatory authorities may subject us to new
rules or restrictions in response to our innovations that could increase
our expenses or prevent us from successfully commercializing new
products, offerings or technologies. If we do not realize the expected
benefits of our investments, our business, fi

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nancial condition,
operating results, and prospects may be harmed.

*Our business is substantially dependent on operations outside the
United States, including those in markets in which we have limited
experience, and if we are unable to manage the risks presented by our
business model internationally, our financial results and future
prospects will be adversely impacted.*

As of December 1, 2022, we operated in approximately 70 countries, and
markets outside the United States accounted for approximately 76% of all
Trips. 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. For example, our
acquisitions of Careem and Cornershop may not be successful and may
negatively affect our operating results.

Conducting our business internationally, particularly in countries in
which we have limited experience, subjects us to risks that we do not
face to the same degree in the United States. These risks include, among
others:

•operational and compliance challenges caused by distance, language, andcultural differences;

•the resources required to localize our business, which requires the
translation of our mobile app and website into foreign languages and the
adaptation of our operations to local practices, laws, and regulations
and any changes in such practices, laws, and regulations;

•laws and regulations more restrictive than those in the United States,
including laws governing competition, pricing, payment methods, Internet
activities, transportation services (such as taxis and vehicles for
hire), transportation network companies (such as ridesharing), logistics
services, payment processing and payment gateways, real estate tenancy
laws, tax and social security laws, employment and labor laws, driver
screening and background checks, licensing regulations, email messaging,
privacy, location services, collection, use, processing, or sharing of
personal information, ownership of intellectual property, and other
activities important to our business;

•competition with companies or other services (such as taxis or vehicles
for hire) that understand local markets better than we do, that have
pre-existing relationships with potential platform users in those
markets, or that a

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re favored by government or regulatory authorities in
those markets;

•differing levels of social acceptance of our brand, products, and
offerings;

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•differing levels of technological compatibility with our platform;

•exposure to business cultures in which improper business practices may
be prevalent;

•legal uncertainty regarding our liability for the actions of platform
users and third parties, including uncertainty resulting from unique
local laws or a lack of clear legal precedent;

•difficulties in managing, growing, and staffing international
operations, including in countries in which foreign employees may become
part of labor unions, employee representative bodies, or collective
bargaining agreements, and challenges relating to work stoppages or
slowdowns;

•fluctuations in currency exchange rates;

•managing operations in markets in which cash transactions are favored
over credit or debit cards;

•regulations governing the control of local currencies that impact our
ability to collect fares on behalf of Drivers and remit those funds to
Drivers in the same currencies, as well as higher levels of credit risk
and payment fraud;

•adverse tax consequences, including the complexities of foreign value
added and digital services tax systems, and restrictions on the
repatriation of earnings;

•increased financial accounting and reporting burdens, and complexities
associated with implementing and maintaining adequate internal controls;

•difficulties in implementing and maintaining the financial systems and
processes needed to enable compliance across multiple offerings and
jurisdictions;

•import and export restrictions and changes in trade regulation;

•political, social, and economic instability abroad, war, including the
conflict between Russia and Ukraine, terrorist attacks and security
concerns in general, and societal crime conditions that harm or disrupt
the global economy and/or can directly impact platform users;

•public health concerns or emergencies, including pandemics and other
highly communicable diseases or viruses, outbreaks of which have from
time to time occurred in various parts of the world in which we operate;
and

•reduced or varied protection for intellectual property rights in some
markets.

These risks could adversely affect our international operations, which
could in turn adversely affect our business, financial condition, a

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nd
operating results.

*We have limited influence over our minority-owned affiliates, 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 operate in those
markets independently. Our growth strategy has also included the
divestment of certain lines of businesses in its entirety, and not just
in certain jurisdictions, and instead partnering and investing in our
competitors in those lines of businesses. As a result, a significant
portion of our assets includes minority ownership positions, including
in Didi, Grab, our Yandex.Taxi joint venture, Lime, and Aurora.

Our ownership in these entities involves significant risks that are
outside our control. We are not represented on the management team or
board of directors of Didi, and therefore we do not participate in its
day-to-day management or the actions taken by the board of directors of
Didi. We are not represented on the management teams of Grab, our
Yandex.Taxi joint venture, Lime or Aurora, and therefore do not
participate in the day-to-day management of Grab, our Yandex.Taxi joint
venture, Lime or Aurora. Although we are represented on each of the
boards of directors of Grab, our Yandex.Taxi joint venture, Lime and
Aurora, we do not have a controlling influence on those boards. As a
result, the boards of directors or management teams of these companies
may make decisions or take actions with which we disagree or that may be
harmful to the value of our ownership in these companies. Additionally,
these companies have expanded their offerings, and we expect them to
continue to expand their offerings in the future, to compete with us in
various markets throughout the world. While this could enhance the value
of our ownership interest in these companies, our business, financial
condition, operating results, and prospects would be adversely affected
by such expansion into markets in which we operate.

Any material decline in the business of these entities would adversely
affect the value of our assets and our financial results. Furthermore,
the value of these assets is based in part on the market valuations of
these entities, an

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d weakened financial markets have adversely affected,
and may in the future adversely affect such valuations. To the extent
these businesses are or become publicly traded companies, volatility or
fluctuations in the stock price of such companies could adversely impact
our financial results. 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

20

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'
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. The broader consequences of this conflict, which may
include additional international sanctions, embargoes, regional
instability, and geopolitical shifts, increased tensions between the
United States and countries in which we operate, and the extent of the
conflict' effect on the global economy, cannot be predicted. Any of
these risks could materially affect the value of our assets, which could
have an adverse effect on our business, financial condition, operating
results, or the trading price of our common stock.

Further, we are contractually limited in our ability to sell or transfer
these assets. For example, in connection with Aurora' November 2021
initial public offering, we are

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subject to a 4-year lock-up with respect
to our shares in Aurora. Furthermore, we may be required to sell these
assets at a time at which we would not be able to realize what we
believe to be the long-term value of these assets. For example, if we
were deemed an investment company under the Investment Company Act of
1940, as amended (the "nvestment Company Act", we may be required to
sell some or all of such assets so that we would not be subject to the
requirements of the Investment Company Act. Additionally, we may have to
pay significant taxes upon the sale or transfer of these assets.
Accordingly, we may never realize the value of these assets relative to
the contributions we made to these businesses.

*We may experience significant fluctuations in our operating results. If
we are unable to achieve or sustain profitability, our prospects would
be adversely affected and investors may lose some or all of the value of
their investment.*

Our operating results may vary significantly and are not necessarily an
indication of future performance. These fluctuations may be a result of
a variety of factors, some of which are beyond our control. In addition,
we experience seasonal fluctuations in our financial results. 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 third
quarter compared to other quarters due in part to less usage of our
platform during peak vacation season in certain cities, such as Paris.
We have typically experienced lower quarter-over-quarter growth in
Mobility in the first quarter. For Delivery, we expect to experience
seasonal increases in our revenue in the first and fourth quarters
compared to the second and third quarters, although the historical
growth of Delivery has masked these seasonal fluctuations. In 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. Our growth has made, and may in
the future make, seasonal fluctuations difficult to detect. We expect
these seasonal trends to become more pronounced over time as ou

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r growth
slows. Other seasonal trends may develop or these existing seasonal
trends may become more extreme, which would contribute to fluctuations
in our operating results. In addition to seasonality, our operating
results may fluctuate as a result of factors including our ability to
attract and retain new platform users, increased competition in the
markets in which we operate, our ability to expand our operations in new
and existing markets, our ability to maintain an adequate growth rate
and effectively manage that growth, our ability to keep pace with
technological changes in the industries in which we operate, changes in
governmental or other regulations affecting our business, harm to our
brand or reputation, and other risks described elsewhere in this Annual
Report on Form 10-K. As such, we may not accurately forecast our
operating results. We base our expense levels and investment plans on
estimates. A significant portion of our expenses and investments are
fixed, and we may not be able to adjust our spending quickly enough if
our revenue is less than expected, resulting in losses that exceed our
expectations. If we are unable to achieve sustained profits, our
prospects would be adversely affected and investors may lose some or all
of the value of their investment.

*If our growth slows more significantly than we currently expect, we may
not be able to achieve profitability, which would adversely affect our
financial results and future prospects.*

We believe that our growth depends on a number of factors, including our
ability to:

•grow supply and demand on our platform;

•increase existing platform users'activity on our platform;

•continue to introduce our platform to new markets;

•provide high-quality support to Drivers, consumers, merchants,
Shippers, and Carriers;

•expand our business and increase our market share and category
position;

•compete with the products and offerings of, and pricing and incentives
offered by, our competitors;

•develop new products, offerings, and technologies;

•identify and acquire or invest in businesses, products, offerings, or
technologies that we believe could complement or

21

expand our platform;

•penetrate suburban and rural areas and increase the number of rides
taken on our platform outside metropolitan areas;

•reduce the costs of our Mobility offering to better compete with
personal vehicle ownersh

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ip and usage and other low-cost alternatives
like public transportation, which in many cases can be faster or cheaper
than any other form of transportation;

•maintain existing local regulations in key markets where we operate;

•enter or expand operations in some of the key countries in which we are
currently limited by local regulations, such as Argentina, Germany,
Italy, Japan, South Korea, and Spain; and

•increase positive perception of our brand.

We may not successfully accomplish any of these objectives. In addition,
circumstances that have accelerated the growth of our Delivery offering
stemming from stay-at-home order demand related to COVID-19 may not
continue in the future. A softening of Driver, consumer, merchant,
Shipper, or Carrier demand, whether caused by changes in the preferences
of such parties, failure to maintain our brand, changes in the U.S. or
global economies, pandemics, licensing fees in various jurisdictions,
competition, or other factors, may result in decreased revenue or growth
and our financial results and future prospects would be adversely
impacted. We expect to continue to incur significant expenses, and if we
cannot increase our revenue at a faster rate than the increase in our
expenses, we will not achieve profitability.

*We generate a significant percentage of our Gross Bookings from trips
in large metropolitan areas and trips to and from airports. If our
operations in large metropolitan areas or ability to provide trips to
and from airports are negatively affected, our financial results and
future prospects would be adversely impacted.*

In 2022, we derived 22% of our Mobility Gross Bookings from five
metropolitan areas---hicago, Los Angeles, and New York City in the
United States, Sao Paulo in Brazil, and London in the United Kingdom. We
experience strong competition in large metropolitan areas, which has led
us to offer significant Driver incentives and consumer discounts and
promotions in these large metropolitan areas. As a result of our
geographic concentration, our business and financial results are
susceptible to economic, social, weather, and regulatory conditions or
other circumstances in each of these large metropolitan areas. Outbreaks
of contagious diseases or other viruses could lead to a sustained
decline in the desirability of living, working and congregating in
metropolitan areas in which we operate. A

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ny short-term or long-term
shifts in the travel patterns of consumers away from metropolitan areas,
due to health concerns regarding epidemics or pandemics could have an
adverse impact on our Mobility Gross Bookings from these areas. An
economic downturn, increased competition, or regulatory obstacles in any
of these key metropolitan areas would adversely affect our business,
financial condition, and operating results to a much greater degree than
would the occurrence of such events in other areas. In addition, any
changes to local laws or regulations within these key metropolitan areas
that affect our ability to operate or increase our operating expenses in
these markets would have an adverse effect on our business. Furthermore,
if we are unable to renew existing licenses or do not receive new
licenses in key metropolitan areas where we operate or such licenses are
terminated, any inability to operate in such metropolitan area, as well
as the publicity concerning any such termination or non-renewal, could
adversely affect our business, financial condition, and operating
results.

Further, we expect that we will continue to face challenges in
penetrating lower-density suburban andrural areas, where our network is
smaller and less liquid, the cost of personal vehicle ownership is
lower, and personal vehicle ownership is more convenient. If we are not
successful in penetrating suburban and rural areas, or if we are unable
to operate in certain key metropolitan areas in the future, our ability
to serve what we consider to be our total addressable market would be
limited, and our business, financial condition, and operating results
would suffer.

In 2022, we generated 15% of our Mobility Gross Bookings from trips that
either started or were completed at an airport. As a result of this
concentration, our operating results are susceptible to existing
regulations and regulatory changes that impact the ability of drivers
using our platform to provide trips to and from airports. Sustained
declines in air travel have in the past, and may in the future, suppress
demand for airport-related Mobility and reduce our Mobility Gross
Bookings from airport trips. For example, during the height of the
COVID-19 pandemic, travel behavior changed and airline travel slowed,
reducing the demand for Mobility to and from airports. Certain airports
currently regulate ridesharing withi

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n airport boundaries, including by
mandating that ridesharing service providers obtain airport-specific
licenses, and some airports, particularly those outside the United
States, have banned ridesharing operations altogether. Despite such
bans, some Drivers continue to provide Mobility services, including
trips to and from airports, despite lacking the requisite permits. Such
actions may result in the imposition of fines or sanctions, including
further bans on our ability to operate within airport boundaries,
against us or Drivers. Additional bans on our airport operations, or any
permitting requirements or instances of non-compliance by Drivers, would
significantly disrupt our operations. In addition, if drop-offs or
pick-ups of riders become inconvenient because of airport rules or
regulations, or more expensive because of airport-imposed fees, the
number of Drivers or consumers could decrease, which would adversely
affect our business, financial condition, and operating results. While
we have entered into agreements with most major U.S. airports as well as
certain airports outside the United States to allow the use of our
platform within airport boundaries, we cannot guarantee that we will be
able to renew such agreements on favorable terms if at all, and we may
not be successful in negotiating similar agreements with airports in all
jurisdictions.

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*If we fail to offer autonomous vehicle technologies on our platform or
fail to offer such technologies on our platform before our competitors,
or if such technologies fail to perform as expected, are inferior to
those offered by our competitors, or are perceived as less safe than
those offered by competitors or non-autonomous vehicles, our financial
performance and prospects would be adversely impacted.*

We have invested, and we may continue to invest, substantial amounts in
companies with whom we partner to offer autonomous vehicle technologies
on our platform. For example, in January 2021, we completed the merger
of our autonomous technologies business with Aurora, and included a
\$400 million investment in the combined company and a commercial
agreement pursuant to which we and Aurora will collaborate with respect
to the launch and commercialization of self-driving vehicles on our
ridesharing network. We believe that autonomous vehicle technologies may
have the ability to meaningfully impact the indus

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tries in which we
compete and that autonomous vehicles present substantial opportunities.
Several companies other than Aurora, including Waymo, Cruise Automation,
Tesla, Apple, Zoox (which Amazon has acquired), Aptiv, and Nuro, are
developing autonomous vehicle technologies, either alone or through
collaborations with car manufacturers, and we expect that they will use
such technology to further compete with us in the mobility, delivery, or
logistics industries. Waymo has already introduced a commercialized
ridehailing fleet of autonomous vehicles, and it is possible that our
competitors could introduce autonomous vehicle offerings earlier than we
will be able to offer autonomous vehicles on our platform through our
commercial agreement with Aurora or other partners. In the event that
our competitors bring autonomous vehicles to market before we are able
to offer autonomous vehicles on our platform, or their technology is or
is perceived to be superior to the technology of parties with which we
partner to offer autonomous vehicles on our platform, they may be able
to leverage such technology to compete more effectively with us, which
would adversely impact our financial performanceand our prospects. For
example, use of autonomous vehicles could substantially reduce the cost
of providing ridesharing, delivery, or logistics services, which could
allow competitors to offer such services at a substantially lower price
as compared to the price available to consumers on our platform. If a
significant number of consumers choose to use our competitors'offerings
over ours, our financial performance and prospects would be adversely
impacted.

Autonomous vehicle technologies involve significant risks and
liabilities. Collisions, including fatal collisions, have happened.
Failures of autonomous vehicle technologies that we may offer on our
platform or crashes involving autonomous vehicles using the technology
of our partners, could generate substantial liability for us, create
negative publicity about us, or result in regulatory scrutiny, all of
which would have an adverse effect on our reputation, brand, business,
prospects, and operating results.

Federal and state government regulations specifically designed to govern
autonomous vehicle operation, testing and/or manufacture are developing.
These regulations could include requirements that delay or limit our
ability

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to offer autonomous vehicles on our platform. If regulations of
this nature are implemented, we may not be able to offer autonomous
vehicle technologies on our platform in the manner we expect, or at all.
Further, if we or parties with which we partner to offer autonomous
vehicle technologies are unable to comply with existing or new
regulations or laws applicable to autonomous vehicles, we and our
partners could become subject to substantial fines or penalties.

*Our business depends on retaining and attracting high-quality
personnel, and continued attrition, future attrition, or unsuccessful
succession planning could adversely affect our business.*

Our success depends in large part on our ability to attract and retain
high-quality management, operations, engineering, and other personnel
who are in high demand, are often subject to competing employment
offers, and are attractive recruiting targets for our competitors.
Challenges related to our historical culture and workplace practices and
negative publicity we experience have in the past led to significant
attrition and made it more difficult to attract high-quality employees.
Our employees worked from home for almost two yearsin light of the
COVID-19 pandemic, and although we have implemented our "eturn to
office"plan, which includes a shift to a hybrid model where employees
have flexibility to work from home, a hybrid model may create
challenges, including challenges maintaining our corporate culture,
productivity and availability of key personnel and other employees
necessary to conduct our business, increasing attrition or limiting our
ability to attract employees if individuals prefer to work full time at
home or in the office. Future challenges related to our culture and
workplace practices or additional negative publicity could lead to
further attrition and difficulty attracting high-quality employees.

Future leadership transitions and management changes may cause
uncertainty in, or a disruption to, our business, and may increase the
likelihood of senior management or other employee turnover. The loss of
qualified executives and employees, or an inability to attract, retain,
and motivate high-quality executives and employees required for the
planned expansion of our business, may harm our operating results and
impair our ability to grow.

In addition, we depend on the continued services and perfo

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rmance of our
key personnel, including our Chief Executive Officer Dara Khosrowshahi.
We have entered into an employment agreement with Mr. Khosrowshahi,
which is at-will and has no specific duration.

In addition, our failure to put in place adequate succession plans for
senior and key management roles or the failure of key employees to
successfully transition into new roles, for example, as a result of
reductions in workforce, organizational changes and attrition, could
have an adverse effect on our business and operating results. The
unexpected or abrupt departure of one or more of our key personnel and
the failure to effectively transfer knowledge and effect smooth key
personnel transitions has had and may in the future have an adverse
effect on our business resulting from the loss of such person' skills,
knowledge of our business, and years of

23

industry experience. If we cannot effectively manage leadership
transitions and management changes in the future, our reputation and
future business prospects could be adversely affected.

To attract and retain key personnel, we use equity incentives, among
other measures. These measures may not be sufficient to attract and
retain the personnel we require to operate our business effectively.
Further, the equity incentives we currently use to attract, retain, and
motivate employees may not be as effective as in the past, particularly
if the value of the underlying stock does not increase commensurate with
expectations or consistent with our historical stock price growth. If we
are unable to attract and retain high-quality management and operating
personnel, our business, financial condition, and operating results
could be adversely affected. In addition, we rely heavily on equity as a
component of compensation, which may not always align with the
Company\'s business and financial interests.

*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.*

We collect, use, and process a variety of personal data, such as email
addresses, mobile phone numbers, profile photos, location information,
drivers'license numbers and Social

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Security numbers of Drivers, consumer
payment card information, and Driver and merchant bank account
information. As such, we are an attractive target of data security
attacks by third parties. Any failure to prevent or mitigate security
breaches or improper access to, or use, acquisition, disclosure,
alteration or destruction of, any such data could result in significant
liability and a material loss of revenue resulting from the adverse
impact on our reputation and brand, a diminished ability to retain or
attract new platform users, and disruption to our business. We rely on
third-party service providers to host or otherwise process some of our
data and that of platform users, and any failure by such third party to
prevent or mitigate security breaches or improper access to, or use,
acquisition, disclosure, alteration, or destruction of, such information
could have similar adverse consequences for us.

Because the techniques used to obtain unauthorized access, disable or
degrade services, or sabotage systems change frequently and are often
unrecognizable until launched against a target, we may be unable to
anticipate these techniques and implement adequate preventative
measures.Our servers and platform may be vulnerable to computer viruses
or physical or electronic break-ins that our security measures may not
detect. Individuals able to circumvent our security measures may
misappropriate confidential, proprietary, or personal information held
by or on behalf of us, disrupt our operations, damage our computers, or
otherwise damage our business. In addition, we may need to expend
significant resources to protect against security breaches or mitigate
the impact of any such breaches, including potential liability that may
not be limited to the amounts covered by our insurance.

Security breaches could also expose us to liability under various laws
and regulations across jurisdictions and increase the risk of litigation
and governmental investigation. We have been subject to security and
privacy incidents in the past and may be again in the future. For
example, in September 2022, we experienced a cybersecurity incident
where an attacker accessed several internal systems. As an earlier
example, in May 2014, we experienced a data security incident in which
an outside actor gained access to certain personal information belonging
to Drivers through an access key

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written into code that an employee had
unintentionally posted publicly on a code-sharing website used by
software developers (the "014 Breach". In October and November of 2016,
outside actors downloaded the personal data of approximately 57 illion
Drivers and consumers worldwide (the "016 Breach". The accessed data
included the names, email addresses, mobile phone numbers, and
drivers'license numbers of approximately 600,000 Drivers, among other
information. For further information on this incident, see the risk
factors titled "---e currently are subject to a number of inquiries,
investigations, and requests for information from the DOJ, state
Attorney General ("G" offices, and other U.S. and foreign government
agencies, the adverse outcomes of which could harm our business"and
"---e 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,"below.
As we expand our operations, we may also assume liabilities for breaches
experienced by the companies we acquire. For example, in April 2018,
Careem publicly disclosed and notified relevant regulatory authorities
that it had been subject to a data security incident that allowed access
to certain personal information of riders and drivers on its platform,
as of January 14, 2018. If Careem becomes subject to liability as a
result of this or other data security incidents, or if we fail to
remediate this or any other data security incident that Careem or we
experience, we may face harm to our brand, business disruption, and
significant liabilities. In addition, in July 2020, Drizly publicly
disclosed that it had been subject to a data security incident that
allowed access to certain personal information of customers on its
platform, and in November 2021 Drizly obtained final court approval of a
settlement in a resulting class action litigation. Moreover, in January
2023, the U.S. Federal Trade Commission (the "TC" announced a final
order relating to the data security incident. If Drizly becomes subject
to additional liability or regulatory or court orders as a result of
this or other data security incidents or if we fail to remediate this or
any other data security incident that Drizly or we experience, we may
fac

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e harm to our brand, business disruption, and significant
liabilities. Security and privacy incidents have led to, and may
continue to lead to, additional regulatory scrutiny.

24

*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 rely heavily on information technology systems across our operations.
Our information technology systems, including mobile and online
platforms and mobile payment systems, administrative functions such as
human resources, payroll, accounting, and internal and external
communications, and the information technology systems of our
third-party business partners and service providers, contain proprietary
or confidential information related to business and personal data,
including sensitive personal data, entrusted to us by platform users,
employees, and job candidates. Cyberattacks that leverage computer
malware, ransomware, viruses, denial of service attacks, spamming,
phishing, and social engineering have become more prevalent, have
occurred on our systems in the past, and may occur on our systems in thefuture. Cyberthreats are constantly evolving and employing more
sophisticated attack techniques. Our detection capabilities may not be
sufficient to prevent or detect a sophisticated cyberattacker, such as a
nation state using a zero day exploit or unknown malware. Breaches of
our facilities, network, applications, identity management solutions or
data security have in the past and could in the future disrupt the
security of our systems and platforms, impair our ability to protect
data, compromise confidential or technical business information harming
our reputation or competitive position, result in theft or misuse of our
intellectual property or other assets, subject us to regulatory scrutiny
or legal liability, require us to allocate more resources to improve
technologies, or otherwise adversely affect our reputation, business and
operating results. In addition, our increase in hybrid and remote
working arrangements may heighten the foregoing risks.

Various other factors may also cause system failures or security
breaches, including power outages, catastrophic events, inadequate or
ineffective redundancy, issues with upgrading or creating new systems or
platforms, flaws in thi

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rd-party software or services, errors by our
employees or third-party service providers, or breaches in the security
of these systems or platforms. For example, fraudsters may attempt to
induce employees, contractors, or platform users to disclose information
to gain access to our data or the data of platform users. If our
incident response, disaster recovery, and business continuity plans do
not resolve these issues in an effective manner, they could result in
adverse impacts to our business operations and our financial results.
Because of our prominence, the number of platform users, and the types
and volume of personal data on our systems, we may be a particularly
attractive target for such attacks. Although we have developed, and
continue to develop, systems and processes that are designed to protect
our data and that of platform users, and to prevent data loss,
undesirable activities on our platform, and security breaches, we cannot
guarantee that such measures will provide absolute security. Our efforts
on this front may be unsuccessful as a result of, for example, software
bugs or other technical malfunctions; employee, contractor, or vendor
error or malfeasance; governmentsurveillance; or other threats that
evolve, and we may incur significant costs in protecting against or
remediating cyber-attacks. Any actual or perceived failure to maintain
the performance, reliability, security, and availability of our
products, offerings, and technical infrastructure to the satisfaction of
platform users and certain regulators would likely harm our reputation
and result in loss of revenue from the adverse impact to our reputation
and brand, disruption to our business, and our decreased ability to
attract and retain Drivers, consumers, merchants, Shippers, and
Carriers.

*If we are unable to successfully introduce new or upgraded products,
offerings, or features for Drivers, consumers, merchants, Shippers, and
Carriers, we may fail to retain and attract such users to our platform
and our operating results would be adversely affected.*

To continue to retain and attract Drivers, consumers, merchants,
Shippers, and Carriers to our platform, we will need to continue to
invest in the development of new products, offerings, and features that
add value for Drivers, consumers, merchants, Shippers, and Carriers and
that differentiate us from our competitors. For example

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, in January
2020, we introduced a number of product changes in California intended
to, among other things, provide Drivers with more information about
rider destinations, trip distance, and expected fares, display prices
more clearly, and allow users to select preferred Drivers, all of which
are intended to further strengthen the independence of Drivers in
California and protect their ability to work flexibly when using the
Uber platform.

Developing and delivering these new or upgraded products, offerings, and
features is costly, and the success of such new products, offerings, and
features depends on several factors, including the timely completion,
introduction, and market acceptance of such products, offerings, and
features. Moreover, any such new or upgraded products, offerings, or
features may not work as intended or may not provide intended value to
platform users. For example, some product changes in California have
resulted in, and may continue to result in, reduced demand for rides and
reduced supply of Drivers on our platform, Driver dissatisfaction, and
adverse impacts on the operation of our platform. If we are unable to
continue to develop new or upgraded products, offerings, and features,
or if platform users do not perceive value in such new or upgraded
products, offerings, and features, platform users may choose not to use
our platform, which would adversely affect our operating results.

*We track certain operational metrics and our category position with
internal systems and tools, and our equity stakes in minority-owned
affiliates with information provided by such minority-owned affiliates,
and do not independently verify such metrics. Certain of our operational
metrics are subject to inherent challenges in measurement, and real or
perceived inaccuracies in such metrics may harm our reputation and
negatively affect our business.*

We track certain operational metrics, including key metrics such as
MAPCs, Trips, Gross Bookings, and our category position, with internal
systems and tools, and our equity stakes in minority-owned affiliates
with information provided by such minority-owned affiliates, that are
not independently verified by any third party and which may differ from
estimates or similar metrics published by

25

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

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and tools have a
number of limitations, and our methodologies for tracking these metrics
may change over time, which could result in unexpected changes to our
metrics, including the metrics we publicly disclose, or our estimates of
our category position. If the internal systems and tools we use to track
these metrics undercount or overcount performance or contain algorithmic
or other technical errors, the data we report may not be accurate. While
these numbers are based on what we believe to be reasonable estimates of
our metrics for the applicable period of measurement, there are inherent
challenges in measuring how our products are used across large
populations globally. For example, we believe that there are consumers
who have multiple accounts, even though we prohibit that in our Terms of
Service and implement measures to detect and prevent that behavior. In
addition, limitations or errors with respect to how we measure data or
with respect to the data that we measure may affect our understanding of
certain details of our business, which could affect our long-term
strategies. If our operating metrics or our estimates of our category
position or our equity stakes in our minority-owned affiliates are not
accurate representations of our business, or if investors do not
perceive our operating metrics or estimates of our category position or
equity stakes in our minority-owned affiliates to be accurate, or if we
discover material inaccuracies with respect to these figures, our
reputation may be significantly harmed, and our operating and financial
results could be adversely affected.

*In certain jurisdictions, we allow consumers to pay for rides and meal
or grocery deliveries using cash, which raises numerous regulatory,
operational, and safety concerns. If we do not successfully manage those
concerns, we could become subject to adverse regulatory actions and
suffer reputational harm or other adverse financial and accounting
consequences.*

In certain jurisdictions, including India, Brazil, and Mexico, as well
as certain other countries in Latin America, Europe, the Middle East,
and Africa, we allow consumers to use cash to pay Drivers the entire
fare of rides and cost of meal deliveries (including our service fee
from such rides and meal or grocery deliveries). In 2022, cash-paid
trips accounted for approximately 6% of our global Gross Bookings. This
percen

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tage may increase in the future, particularly in the markets in
which Careem operates. The use of cash in connection with our technology
raises numerous regulatory, operational, and safety concerns. For
example, many jurisdictions have specific regulations regarding the use
of cash for ridesharing and certain jurisdictions prohibit the use of
cash for ridesharing. Failure to comply with these regulations could
result in the imposition of significant fines and penalties and could
result in a regulator requiring that we suspend operations in those
jurisdictions. In addition to these regulatory concerns, the use of cash
with our Mobility products and Delivery offering can increase safety and
security risks for Drivers and riders, including potential robbery,
assault, violent or fatal attacks, and other criminal acts. In certain
jurisdictions such as Brazil, serious safety incidents resulting in
robberies and violent, fatal attacks on Drivers while using our platform
have been reported. If we are not able to adequately address any of
these concerns, we could suffer significant reputational harm, which
could adversely impact our business.

In addition, establishing the proper infrastructure to ensure that we
receive the correct service fee on cash trips is complex, and has in the
past meant and may continue to mean that we cannot collect the entire
service fee for certain of our cash-based trips. We have created systems
for Drivers to collect and deposit the cash received for cash-based
trips and deliveries, as well as systems for us to collect, deposit, and
properly account for the cash received, some of which are not always
effective, convenient, or widely-adopted by Drivers. Creating,
maintaining, and improving these systems requires significant effort and
resources, and we cannot guarantee these systems will be effective in
collecting amounts due to us. Further, operating a business that uses
cash raises compliance risks with respect to a variety of rules and
regulations, including anti-money laundering laws. If Drivers fail to
pay us under the terms of our agreements or if our collection systems
fail, we may be adversely affected by both the inability to collect
amounts due and the cost of enforcing the terms of our contracts,
including litigation. Such collection failure and enforcement costs,
along with any costs associated with a failure to comply with ap

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plicable
rules and regulations, could, in the aggregate, impact our financial
performance.

*Loss or material modification of our credit card acceptance privileges
could have an adverse effect on our business and operating results.*

In 2022, 72% of our Gross Bookings were paid by either credit card or
debit card. As such, the loss of our credit card acceptance privileges
would significantly limit our business model. We are required by our
payment processors to comply with payment card network operating rules,
including the Payment Card Industry ("CI" and Data Security Standard
(the "tandard". The Standard is a comprehensive set of requirements for
enhancing payment account data security developed by the PCI Security
Standards Council to help facilitate the broad adoption of consistent
data security measures. Our failure to comply with the Standard and
other network operating rules could result in fines or restrictions on
our ability to accept payment cards. Under certain circumstances
specified in the payment card network rules, we may be required to
submit to periodic audits, self-assessments, or other assessments of our
compliance with the Standard. Such activities may reveal that we have
failed to comply with the Standard. If an audit, self- assessment, or
other test determines that we need to take steps to remediate any
deficiencies, such remediation efforts may distract our management team
and require us to undertake costly and time consuming remediation
efforts. In addition, even if we comply with the Standard, there is no
assurance that we will be protected from a security breach. Moreover,
the payment card networks could adopt new operating rules or interpret
existing rules that we or our processors might find difficult or even
impossible to follow, or costly to implement. In addition to violations
of network rules, including the Standard, any failure to maintain good
relationships with the payment card networks could impact our ability to
receive incentives from them, could increase our costs, or could
otherwise harm our business. The loss of our credit card acceptance
privileges for any one of these reasons, or the significant modification
of the terms under which we obtain credit card acceptance privileges,
may have an adverse effect on our business, revenue, and operating
results.

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*Our platform is highly technical, and any undetected errors

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could
adversely affect our business.*

Our platform is a complex system composed of many interoperating
components and incorporates software that is highly complex. Our
business is dependent upon our ability to prevent system interruption on
our platform. Our software, including open source software that is
incorporated into our code, may now or in the future contain undetected
errors, bugs, or vulnerabilities. Some errors in our software code may
only be discovered after the code has been released. Bugs in our
software, third-party software including open source software that is
incorporated into our code, misconfigurations of our systems, and
unintended interactions between systems could result in our failure to
comply with certain federal, state, or foreign reporting obligations, or
could cause downtime that would impact the availability of our service
to platform users. We have from time to time found defects or errors in
our system and may discover additional defects in the future that could
result in platform unavailability or system disruption. In addition, we
have experienced outages on our platform due to circumstances within our
control, such as outages due to software limitations. We rely on
co-located data centers for the operation of our platform. If our
co-located data centers fail, our platform users may experience down
time. If sustained or repeated, any of these outages could reduce the
attractiveness of our platform to platform users. In addition, our
release of new software in the past has inadvertently caused, and may in
the future cause, interruptions in the availability or functionality of
our platform. Any errors, bugs, or vulnerabilities discovered in our
code or systems after release could result in an interruption in the
availability of our platform or a negative experience for Drivers,
consumers, merchants, Shippers, and Carriers, and could also result in
negative publicity and unfavorable media coverage, damage to our
reputation, loss of platform users, loss of revenue or liability for
damages, regulatory inquiries, or other proceedings, any of which could
adversely affect our business and financial results. In addition, our
growing use of artificial intelligence ("I" (including machine learning)
in our offerings presents additional risks. AI algorithms or automated
processing of data may be flawed and datasets may be insufficien

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t or
contain biased information. Inappropriate or controversial data
practices by us or others could impair the acceptance of AI solutions or
subject us to lawsuits and regulatory investigations. These deficiencies
could undermine the decisions, predictions or analysis AI applications
produce, or lead to unintentional bias and discrimination, subjecting us
to competitive harm, legal liability, and brand or reputational harm.

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

We face climate change related physical and transition risks, which
include the risk of market shifts toward electric vehicles ("Vs" and
lower carbon business models and risks related to extreme weather events
or natural disasters. Climate-related events, including the increasing
frequency, severity and duration of extreme weather events and their
impact on critical infrastructure in the United States and elsewhere,
have the potential to disrupt our business, our third-party suppliers,
and the business of merchants, Shippers, Carriers and Drivers using our
platform, and may cause us to experience higher losses and additional
costs to maintain or resume operations. Additionally, we are subject to
emerging climate policies such as a regulation adopted in California in
May 2021 requiring 90% of vehicle miles traveled by rideshare fleets in
California to have been in zero emission vehicles by 2030, with interim
targets beginning in 2023. In addition, Drivers may be subject to
climate-related policies that indirectly impact our business, such as
the Congestion Charge Zone and Ultra Low Emission Zone schemes adopted
in London that impose fees on drivers in fossil-fueled vehicles, which
may impact our ability to attract and maintain Drivers on our platform,
and to the extent we experience Driver supply constraints in a given
market, we may need to increase Driver incentives.

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

We have made climate related commitments, including our commitment to
100% renewable electricity for our U.S. offices by 2025, o

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ur commitment
to net zero climate emissions from corporate operations by 2030, and our
commitment to be a net zero company by 2040. In addition, our Supplier
Code of Conduct sets environmental standards for our supply chain, and
we recognize that there are inherent climate-related risks wherever
business is conducted. Progressing towards our climate commitments
requires us to invest significant effort, resources, and management
time, and circumstances may arise, including those beyond our control,
that may require us to revise our timelines and/or climate commitments.
For example, the COVID-19 pandemic has negatively impacted our ability
to dedicate resources to make the progress on our climate commitments
that we initially anticipated. In addition, our ability to meet our
climate commitments is dependent on external factors such as rapidly
changing regulations, policies and related interpretation, advances in
technology such as battery storage, as well the availability, cost and
accessibility of EVs to Drivers, and the availability of EV charging
infrastructure that can be efficiently accessed by Drivers. Any failure
to meet regulatory requirements related to climate change, or tomeet
our stated climate change commitments on the timeframe we committed to,
or at all, could have an adverse impact on our costs and ability to
operate, as well as harm our brand, reputation, and consequently, our
business.

*General Economic Risks*

*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.*

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Occurrence of a catastrophic event, including but not limited to
disease, a weather event, war, or terrorist attack, could adversely
impact our business, financial condition and results of operation. We
also face risks related to health epidemics, outbreaks of contagious
disease, and other adverse health developments. For example, the
COVID-19 pandemic and responses to had an adverse impact on our business
and operations, including, for example, by reducing the demand for our
Mobility offerings globally, and affecting travel behavior and demand,
as well as impacting Driver supply constraints. As another example,
during the COVID-19 pandemic, to support social distancing, we
temporarily suspended our share

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d rides offering globally.

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

In addition, we cannot predict the impact any future pandemic or
outbreak of a disease, or a catastrophic event will have on our business
partners and third-party vendors, and we may be adversely impacted as a
result of the adverse impact our business partners and third-party
vendors suffer. For example, concerns over the economic impact of the
COVID-19 pandemic caused extreme volatility in financial markets, which
adversely impacted our stock price and our ability to access capital
markets, and any future pandemics or other catastrophic events may have
a similar impact. To the extent a pandemic or other catastrophic event
adversely affects our business and financial results, it may also have
the effect of heightening many of the other risks described in this "isk
Factors"section. Any of the foregoing factors, or other cascading
effects of the pandemic that are not currently foreseeable, could
adversely impact our business, financial performance and condition, and
results of operations.

*The impact of economic conditions, including the resulting effect on
discretionary consumer spending, may harm our business and operating
results.*

Our performance is subject to economic conditions and their impact on
levels of discretionary consumer spending. Some of the factors that have
an impact on discretionary consumer spending include general economic
conditions, unemployment, consumer debt, reductions in net worth,
residential real estate and mortgage markets, taxation, energy prices,
interest rates, consumer confidence, and other macroeconomic factors. A
deterioration of general macroeconomic conditions, includin

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g slower
growth or recession, inflation and higher interest rates, or decreases
in consumer spending power may harm our results of operations. For
example, inflation has increased and is expected to increase our
insurance costs. Consumer preferences tend to shift to lower-cost
alternatives during recessionary periods and other periods in which
disposable income is adversely affected. In such circumstances,
consumers may choose to use one of our lower price-point products over a
higher Gross Bookings per Trip offering, may choose to forgo our
offerings for lower-cost personal vehicle or public transportation
alternatives, or may reduce total miles traveled as economic activity
decreases. Such a shift in consumer behavior may reduce our network
liquidity and may harm our business, financial condition, and operating
results. Likewise, small businesses that do not have substantial
resources, including many of the merchants in our network, tend to be
more adversely affected by poor economic conditions than large
businesses. Further, because spending for food purchases from merchants
is generally considered discretionary, any decline in consumer spending
may have a disproportionate effect on our Delivery offering. If spending
at many of the merchants in our network declines, or if a significant
number of these merchants go out of business, consumers may be less
likely to use our products and offerings, which could harm our business
and operating results. Alternatively, if economic conditions improve, it
could lead to Drivers obtaining additional or alternative opportunities
for work, which could negatively impact the number of Drivers on our
platform, and thereby reduce our network liquidity.

*Increases in fuel, food, labor, energy, and other costs due to
inflation and other factors could adversely affect our operating
results.*

Factors such as inflation, increased fuel prices, and increased vehicle
purchase, rental, or maintenance costs, including increased prices of
new and used vehicle parts as a result of recent global supply chain
challenges, and increased fuel prices as result of the conflict between
Russia and Ukraine, have and may continue to increase the costs incurred
by Drivers and Carriers when providing services on our platform.
Similarly, factors such as inflation, increased food costs, increased
labor and employee benefit costs, increased rental c

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osts, and increased
energy costs may increase merchant operating costs, particularly in
certain international markets, such as Egypt. Many of the factors
affecting Driver, merchant, and Carrier costs are beyond the control of
these parties. In many cases, these increased costs may cause Drivers
and Carriers to spend less time providing services on our platform or to
seek alternative sources of income. Likewise, these increased costs may
cause merchants to pass costs on to consumers by increasing prices,
which would likely cause order volume to decline, may cause merchants to
cease operations altogether, or may cause Carriers to pass costs on to
Shippers, which may cause shipments on our platform to decline. A
decreased supply of Drivers, consumers, merchants, Shippers, or Carriers
on our platform would decrease our network liquidity, which could harm
our business and operating results.

*Dependencies on Third Parties*

*The successful operation of our business depends upon the performance
and reliability of Internet, mobile, and other infrastructures that are
not under our control.*

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Our business depends on the performance and reliability of Internet,
mobile, and other infrastructures that are not under our control.
Disruptions in Internet infrastructure or GPS signals or the failure of
telecommunications network operators to provide us with the bandwidth we
need to provide our products and offerings have interfered, and could
continue to interfere with the speed and availability of our platform.
If our platform is unavailable when platform users attempt to access it,
or if our platform does not load as quickly as platform users expect,
platform users may not return to our platform as often in the future, or
at all, and may use our competitors'products or offerings more often. In
addition, we have no control over the costs of the services provided by
national telecommunications operators. If mobile Internet access fees or
other charges to Internet users increase, consumer traffic may decrease,
which may in turn cause our revenue to significantly decrease.

Our business depends on the efficient and uninterrupted operation of
mobile communications systems. The occurrence of an unanticipated
problem, such as a power outage, telecommunications delay or failure,
security breach, or computer virus could result in delays or
interruptions to our products, offeri

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ngs, and platform, as well as
business interruptions for us and platform users. Furthermore, foreign
governments may leverage their ability to shut down directed services,
and local governments may shut down our platform at the routing level.
Any of these events could damage our reputation, significantly disrupt
our operations, and subject us to liability, which could adversely
affect our business, financial condition, and operating results. We have
invested significant resources to develop new products to mitigate the
impact of potential interruptions to mobile communications systems,
which can be used by consumers in territories where mobile
communications systems are less efficient. However, these products may
ultimately be unsuccessful.

*We rely on third parties maintaining open marketplaces to distribute
our platform and to provide the software we use in certain of our
products and offerings. If such third parties interfere with the
distribution of our products or offerings or with our use of such
software, our business would be adversely affected.*

Our platform relies on third parties maintaining open marketplaces,
including the Apple App Store and Google Play, which make applications
available for download. We cannot assure you that the marketplaces
through which we distribute our platform will maintain their current
structures or that such marketplaces will not charge us fees to list our
applications for download. For example, Apple Inc. requires that iOS
apps obtain users'permission to track their activities across
third-party apps and websites. If iOS users do not grant us such
permission, our ability to target those users for advertisements and to
measure the effectiveness of such advertisements may be adversely
affected, which could decrease the effectiveness of our advertising, and
increase our costs to acquire and engage users on our platform. We rely
upon certain third parties to provide software for our products and
offerings, including Google Maps for the mapping function that is
critical to the functionality of our platform. We do not believe that an
alternative mapping solution exists that can provide the global
functionality that we require to offer our platform in all of the
markets in which we operate. We do not control all mapping functions
employed by our platform or Drivers using our platform, and it is
possible that such mapping f

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unctions may not be reliable. If such third
parties cease to provide access to the third-party software that we and
Drivers use, do not provide access to such software on terms that we
believe to be attractive or reasonable, or do not provide us with the
most current version of such software, we may be required to seek
comparable software from other sources, which may be more expensive or
inferior, or may not be available at all, any of which would adversely
affect our business.

*Our business depends upon the interoperability of our platform across
devices, operating systems, and third-party applications that we do not
control.*

One of the most important features of our platform is its broad
interoperability with a range of devices, operating systems, and
third-party applications. Our platform is accessible from the web and
from devices running various operating systems such as iOS and Android.
We depend on the accessibility of our platform across these third-party
operating systems and applications that we do not control. Moreover,
third-party services and products are constantly evolving, and we may
not be able to modify our platform to assure its compatibility with that
of other third parties following development changes. The loss of
interoperability, whether due to actions of third parties or otherwise,
could adversely affect our business.

*We rely on third parties for elements of the payment processing
infrastructure underlying our platform. If these third-party elements
become unavailable or unavailable on favorable terms, our business could
be adversely affected.*

The convenient payment mechanisms provided by our platform are key
factors contributing to the development of our business. We rely on
third parties for elements of our payment-processing infrastructure to
remit payments to Drivers, merchants, and Carriers using our platform,
and these third parties may refuse to renew our agreements with them on
commercially reasonable terms or at all. If these companies become
unwilling or unable to provide these services to us on acceptable terms
or at all, our business may be disrupted. For certain payment methods,
including credit and debit cards, we generally pay interchange fees and
other processing and gateway fees, and such fees result in significant
costs. In addition, online payment providers are under continued
pressure to pay increased fees

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to banks to process funds, and there is
no assurance that such online payment providers will not pass any
increased costs on to merchant partners, including us. If these fees
increase over time, our operating costs will increase, which could
adversely affect our business, financial condition, and operating
results.

In addition, system failures have at times prevented us from making
payments to Drivers in accordance with our typical timelines and
processes, and have caused substantial Driver dissatisfaction and
generated a significant number of Driver complaints. Future failures of
the payment processing infrastructure underlying our platform could
cause Drivers to lose trust in our payment operations

29

and could cause them to instead use our competitors'platforms. If the
quality or convenience of our payment processing infrastructure declines
as a result of these limitations or for any other reason, the
attractiveness of our business to Drivers, merchants, and Carriers could
be adversely affected. If we are forced to migrate to other third-party
payment service providers for any reason, the transition would require
significant time and management resources, and may not be as effective,
efficient, or well-received by platform users.

*We currently rely on a small number of third-party service providers to
host a significant portion of our platform, and any interruptions or
delays in services from these third parties could impair the delivery of
our products and offerings and harm our business.*

We use a combination of third-party cloud computing services and
co-located data centers in the United States and abroad. We do not
control the physical operation of any of the co-located data centers we
use or the operations of our third-party service providers. These
third-party operations and co-located data centers may experience
break-ins, computer viruses, denial-of-service attacks, sabotage, acts
of vandalism, and other misconduct. These facilities may also be
vulnerable to damage or interruption from power loss, telecommunications
failures, fires, floods, earthquakes, hurricanes, tornadoes, and similar
events. Our systems do not provide complete redundancy of data storage
or processing, and as a result, the occurrence of any such event, a
decision by our third-party service providers to close our co-located
data centers without adequate notice, or other u

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nanticipated problems
may result in our inability to serve data reliably or require us to
migrate our data to either a new on-premise data center or cloud
computing service. This could be time consuming and costly and may
result in the loss of data, any of which could significantly interrupt
the provision of our products and offerings and harm our reputation and
brand. We may not be able to easily switch to another cloud or data
center provider in the event of any disruptions or interference to the
services we use, and even if we do, other cloud and data center
providers are subject to the same risks. Additionally, our co-located
data center facility agreements are of limited durations, and our
co-located data center facilities have no obligation to renew their
agreements with us on commercially reasonable terms or at all. If we are
unable to renew our agreements with these facilities on commercially
reasonable terms, we may experience delays in the provision of our
products and offerings until an agreement with another co-located data
center is arranged. Interruptions in the delivery of our products and
offerings may reduce our revenue, cause Drivers, merchants, and Carriers
to stop offering their services through our platform, and reduce use of
our platform by consumers and Shippers. Our business and operating
results may be harmed if current and potential Drivers, consumers,
merchants, Shippers, and Carriers believe our platform is unreliable. In
addition, if we are unable to scale our data storage and computational
capacity sufficiently or on commercially reasonable terms, our ability
to innovate and introduce new products on our platform may be delayed or
compromised, which would have an adverse effect on our growth and
business.

*Our use of third-party open source software could adversely affect our
ability to offer our products and offerings and subjects us to possible
litigation.*

We use third-party open source software in connection with the
development of our platform. From time to time, companies that use
third-party open source software have faced claims challenging the use
of such open source software and their compliance with the terms of the
applicable open source license. We may be subject to suits by parties
claiming ownership of what we believe to be open source software, or
claiming non-compliance with the applicable open source licensin

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g terms.
Some open source licenses require end-users who distribute or make
available across a network software and services that include open
source software to make available all or part of such software, which in
some circumstances could include valuable proprietary code. While we
employ practices designed to monitor our compliance with the licenses of
third-party open source software and protect our valuable proprietary
source code, we have not run a complete open source license review and
may inadvertently use third-party open source software in a manner that
exposes us to claims of non-compliance with the applicable terms of such
license, including claims for infringement of intellectual property
rights or for breach of contract. Furthermore, there is an increasing
number of open-source software license types, almost none of which have
been tested in a court of law, resulting in a dearth of guidance
regarding the proper legal interpretation of such licenses. If we were
to receive a claim of non-compliance with the terms of any of our open
source licenses, we may be required to publicly release certain portions
of our proprietary source code or expend substantial time and resources
to re-engineer some or all of our software.

In addition, the use of third-party open source software typically
exposes us to greater risks than the use of third-party commercial
software because open-source licensors generally do not provide
warranties or controls on the functionality or origin of the software.
Use of open source software may also present additional security risks
because the public availability of such software may make it easier for
hackers and other third parties to determine how to compromise our
platform. Additionally, because any software source code that we make
available under an open source license or that we contribute to existing
open source projects becomes publicly available, our ability to protect
our intellectual property rights in such software source code may be
limited or lost entirely, and we would be unable to prevent our
competitors or others from using such contributed software source code.
Any of the foregoing could be harmful to our business, financial
condition, or operating results and could help our competitors develop
products and offerings that are similar to or better than ours.

*Financing and Transactional Risks*

*We will req

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uire additional capital to support the growth of our
business, and this capital might not be available on reasonable terms or
at all.*

To continue to effectively compete, we will require additional funds to
support the growth of our business and allow us to invest

30

in new products, offerings, and markets. If we raise additional funds
through further issuances of equity or convertible debt securities, our
existing stockholders may suffer significant dilution, and any new
equity securities we issue may have rights, preferences, and privileges
superior to those of existing stockholders. Certain of our existing debt
instruments contain, and any debt financing we secure in the future
could contain, restrictive covenants relating to our ability to incur
additional indebtedness and other financial and operational matters that
make it more difficult for us to obtain additional capital with which to
pursue business opportunities. For example, our existing debt
instruments contain significant restrictions on our ability to incur
additional secured indebtedness. We may not be able to obtain additional
financing on favorable terms, if at all. If we are unable to obtain
adequate financingor financing on terms satisfactory to us when
required, our ability to continue to support our business growth and to
respond to business challenges and competition may be significantly
limited.

*We have incurred a significant amount of debt and may in the future
incur additional indebtedness. Our payment obligations under such
indebtedness may limit the funds available to us, and the terms of our
debt agreements may restrict our flexibility in operating our business.*

As of December 1, 2022, we had total outstanding indebtedness of
\$9.4 illion aggregate principal amount. In addition, up to
approximately \$152 million of Careem Convertible Notes remain subject
to future issuance to Careem stockholders as of December 1, 2022.
Subject to the limitations in the terms of our existing and future
indebtedness, we and our subsidiaries may incur additional debt, secure
existing or future debt, or refinance our debt. In particular, we may
need to incur additional debt to finance the purchase of autonomous
vehicles, and such financing may not be available to us on attractive
terms or at all.

We may be required to use a substantial portion of our cash flows from
operations to pay interest

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and principal on our indebtedness. Such
payments will reduce the funds available to us for working capital,
capital expenditures, and other corporate purposes and limit our ability
to obtain additional financing for working capital, capital
expenditures, expansion plans, and other investments, which may in turn
limit our ability to implement our business strategy, heighten our
vulnerability to downturns in our business, the industry, or in the
general economy, limit our flexibility in planning for, or reacting to,
changes in our business and the industry, and prevent us from taking
advantage of business opportunities as they arise. We cannot assure you
that our business will generate sufficient cash flow from operations or
that future financing will be available to us in amounts sufficient to
enable us to make required and timely payments on our indebtedness, or
to fund our operations. To date, we have used a substantial amount of
cash for operating activities, and we cannot assure you when we will
begin to generate cash from operating activities in amounts sufficient
to cover our debt service obligations.

In addition, under certain of our existing debt instruments, we and
certain of our subsidiaries are subject to limitations regarding our
business and operations, including limitations on incurring additional
indebtedness and liens, limitations on certain consolidations, mergers,
and sales of assets, and restrictions on the payment of dividends or
distributions. Any debt financing secured by us in the future could
involve additional restrictive covenants relating to our capital-raising
activities and other financial and operational matters, which may make
it more difficult for us to obtain additional capital to pursue business
opportunities, including potential acquisitions or divestitures. Any
default under our debt arrangements could require that we repay our
loans immediately, and may limit our ability to obtain additional
financing, which in turn may have an adverse effect on our cash flows
and liquidity.

In addition, we are exposed to interest rate risk related to some of our
indebtedness, which is discussed in greater detail under the section
titled "anagement\'s Discussion and Analysis of Financial Condition and
Results of Operations - Quantitative and Qualitative Disclosures About
Market Risk - Interest Rate Risk."

*We may have exposure to mater

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ially greater than anticipated tax
liabilities.*

The tax laws applicable to our global business activities are subject to
uncertainty and can be interpreted differently by different companies.
For example, we may become subject to sales tax rates in certain
jurisdictions that are significantly greater than the rates we currently
pay in those jurisdictions. Like many other multinational corporations,
we are subject to tax in multiple U.S. and foreign jurisdictions and
have structured our operations to reduce our effective tax rate.
Currently, certain jurisdictions are investigating our compliance with
tax rules. If it is determined that we are not compliant with such
rules, we could owe additional taxes.

Certain jurisdictions, including Australia, Kingdom of Saudi Arabia, the
UK and other countries, require that we pay any assessed taxes prior to
being allowed to contest or litigate the applicability of tax
assessments in those jurisdictions. These amounts could materially
adversely impact our liquidity while those matters are being litigated.
This prepayment of contested taxes is referred to as
"ay-to-play."Payment of these amounts is not an admission that we
believe we are subject to such taxes; even when such payments are made,
we continue to defend our positions vigorously. If we prevail in the
proceedings for which a pay-to-play payment was made, the jurisdiction
collecting the payment will be required to repay such amounts and also
may be required to pay interest.

Additionally, the taxing authorities of the jurisdictions in which we
operate have in the past, and may in the future, examine or challenge
our methodologies for valuing developed technology, which could increase
our worldwide effective tax rate and harm our financial position and
operating results. Furthermore, our future income taxes could be
adversely affected by earnings being lower than anticipated in
jurisdictions that have lower statutory tax rates and higher than
anticipated in jurisdictions that have higher statutory tax rates,
changes in the valuation allowance on our U.S. and Netherlands\'
deferred tax assets, or changes in tax laws, regulations, or accounting
principles. We are subject to regular review and audit by both U.S.
federal and state tax authorities, as well

31

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

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outcome of such reviews and audits
could have an adverse effect on our financial position and operating
results. In addition, the determination of our worldwide provision for
income taxes and other tax liabilities requires significant judgment by
our management, and we have engaged in many transactions for which the
ultimate tax determination remains uncertain. The ultimate tax outcome
may differ from the amounts recorded in our financial statements and may
materially affect our financial results in the period or periods for
which such determination is made. Our tax positions or tax returns are
subject to change, and therefore we cannot accurately predict whether we
may incur material additional tax liabilities in the future, which could
impact our financial position. In addition, in connection with any
planned or future acquisitions, we may acquire businesses that have
differing licenses and other arrangements that may be challenged by tax
authorities for not being at arm'-length or that are otherwise
potentially less tax efficient than our licenses and arrangements. Any
subsequent integration or continued operation of such acquired
businesses may result in an increased effectivetax rate in certain
jurisdictions or potential indirect tax costs, which could result in us
incurring additional tax liabilities or having to establish a reserve in
our consolidated financial statements, and could adversely affect our
financial results.

*Changes in global and U.S. tax legislation may adversely affect our
financial condition, operating results, and cash flows.*

We are a U.S.-based multinational company subject to tax in multiple
U.S. and foreign tax jurisdictions. Beginning on January 1, 2022, the
Tax Cuts and Jobs Act ("he Act", enacted in December 2017, eliminated
the option to deduct research and development expenditures in the
current period and requires taxpayers to capitalize and amortize
U.S.-based and non-U.S. based research and development expenditures over
five and fifteen years, respectively. This legislation has accelerated
the utilization of our net operating losses in the U.S., but it has not
impacted our current tax obligations.

In August 2022, the Inflation Reduction Act ("he IRA" was enacted to
take into effect for tax years after December 31, 2022. It introduced a
corporate alternative minimum tax ("AMT" equal to 15% of the adjusted
financial s

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tatement income for large corporations with profits in excess
of \$1 billion and a 1% excise tax on certain share buybacks by public
corporations that would be imposed on such corporations. While pending
further guidance, it is possible that the IRA could increase our future
tax liability, which could in turn adversely impact our business and
future profitability.

We are unable to predict what global or U.S. tax reforms may be proposed
or enacted in the future or what effects such future changes would have
on our business. Any such changes in tax legislation, regulations,
policies or practices in the jurisdictions in which we operate could
increase the estimated tax liability that we have expensed to date and
paid or accrued on our balance sheet; affect our financial position,
future operating results, cash flows, and effective tax rates where we
have operations; reduce post-tax returns to our stockholders; and
increase the complexity, burden, and cost of tax compliance. 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. We could become subject to
digital services taxes in one or more jurisdictions where we operate.
The governments of countries in which we operate and other governmental
bodies could make unprecedented assertions about how taxation is
determined in their jurisdictions that are contrary to the way in which
we have interpreted and historically applied the rules and regulations
described above in our income tax returns filed in such jurisdictions.
New laws could significantly increase our tax obligations in the
countries in which we do business or require us to change the manner in
which we operate our business. As a result of the large and expanding
scale of our international business activities, many of these changes to
the taxation of our activities could increase our worldwide effective
tax rate and harm our financial position, operating results, and cash
flows.

*Our ability to use our net operating loss carryforwards and certain
other tax attributes may be limited.*

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

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s carryforwards of \$9.4
billion that started expiring in 2022 and \$2.0 billion that have an
unlimited carryover period. 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.
Realization of these net operating loss carryforwards depends on our
future taxable income, and there is a risk that our existing
carryforwards could expire unused and be unavailable to offset future
income tax liabilities, which could materially and adversely affect our
operating results. In addition, under Sections 382 and 383 of the IRC,
if a corporation undergoes an "wnership change,"generally defined as a
greater than 50% change (by value) in its equity ownership over a
three-year period, the corporation' ability to use its pre-ownership
change U.S. federal net operating loss carryforwards and other
pre-ownership change U.S. federal tax attributes, such as research tax
credits, to offset its post-ownership change income may be limited. Many
U.S. states follow similar rules for restricting use of tax attributes
after an ownership change. We may experience ownership changes in the
future because of subsequent shifts in our stock ownership. As a result,
if we earn net taxable income, our ability to use our pre-ownership
change net operating loss carryforwards and other tax attributes to
offset U.S. federal and state taxable income may be subject to
limitations, which could potentially result in increased future tax
liability to us.

*We are exposed to fluctuations in currency exchange rates.*

Because we conduct a significant and may conduct a growing portion of
our business in currencies other than the U.S. dollar but report our
consolidated financial results in U.S. dollars, we face exposure to
fluctuations in currency exchange rates. As exchange rates vary,
revenue, cost of revenue, exclusive of depreciation and amortization,
operating expenses, other income and expense, and assets and
liabilities, when translated, may also vary materially and thus affect
our overall financial results. We have not to date, but

32

may in the future, enter into hedging arrangements to manage foreign
currency translation, but such activity may not completely eliminate
fluctuations in our operating results due to currency exchange rate
changes. Hedging arrangements are inheren

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tly risky, and we have limited
experience establishing hedging programs, which could expose us to
additional risks that could adversely affect our financial condition and
operating results.

*If we are unable to successfully identify, acquire and integrate
suitable businesses, our operating results and prospects could be
harmed, and any businesses we acquire may not perform as expected or be
effectively integrated.*

As part of our business strategy, we have entered into, and expect to
continue to enter into, agreements to acquire companies, form joint
ventures, divest portions or aspects of our business, sell minority
stakes in portions or aspects of our business, and acquire complementary
companies or technologies. Competition within our industry for
acquisitions of businesses, technologies, and assets is intense. As
such, even if we are able to identify a target for acquisition, we may
not be able to complete the acquisition on commercially reasonable
terms, we may not be able to receive approval from the applicable
competition authorities, or such target may be acquired by another
company, including one of our competitors.

Further, negotiations for potential acquisitions or other transactions
may result in the diversion of our management' time and significant
out-of-pocket costs. We may expend significant cash or incur substantial
debt to finance such acquisitions, and such indebtedness may restrict
our business or require the use of available cash to make interest and
principal payments. In addition, we may finance or otherwise complete
acquisitions by issuing equity or convertible debt securities, which may
result in dilution to our stockholders, or if such convertible debt
securities are not converted, significant cash outlays. If we fail to
evaluate and execute acquisitions or other strategic transactions
successfully or fail to successfully address any of these risks, our
business, financial condition, and operating results may be harmed.

In addition, any businesses we acquire may not perform as well as we
expect. Failure to manage and successfully integrate acquired businesses
and technologies, including managing internal controls and any privacy
or data security risks associated with such acquisitions, may harm our
operating results and expansion prospects. For example, Careem has
historically shared certain user data with certain government
aut

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horities, which conflicts with our global policies regarding data
use, sharing, and ownership. We have maintained our data use, sharing,
and ownership practices for both our business and Careem' business, and
doing so may cause our relationships with government authorities in
certain jurisdictions to suffer, and may result in such government
authorities assessing significant fines or penalties against us or
shutting down our or Careem' app on either a temporary or indefinite
basis. The process of integrating an acquired company, business, or
technology or acquired personnel into our company is subject to various
risks and challenges, including:

•diverting management time and focus from operating our business to
acquisition integration;

•disrupting our ongoing business operations;

•platform user acceptance of the acquired company' offerings;

•implementing or remediating the controls, procedures, and policies of
the acquired company;

•integrating the acquired business onto our systems and ensuring the
acquired business meets our financial reporting requirements and
timelines;

•retaining and integrating acquired employees, including aligning
incentives between acquired employeesand existing employees, managing
cultural differences between acquired businesses and our business, as
well as managing costs associated with eliminating redundancies or
transferring employees on acceptable terms with minimal business
disruption;

•maintaining important business relationships and contracts of the
acquired business;

•integrating the brand identity of an acquired company with our own;

•integrating companies that have significant operations or that develop
products where we do not have prior experience;

•liability for pre-acquisition activities of the acquired company;

•litigation or other claims or liabilities arising in connection with
the acquisition or the acquired company; and

•impairment charges associated with goodwill, long-lived assets,
investments, and other acquired intangible assets.

We have in the past and may in the future implement integration
structures that do not fully integrate an acquired company' operating
functions. For example, with respect to the integration of Careem and
Drizly, each company' brand, product app(s) and payments apps continue
to operate in parallel with Uber' apps and each company' engineering,
human resources, and operat

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ions teams will continue to operate
independently and report to such company' own Chief Executive Officer.
Such structures may delay the efficiencies that we expect to gain from
the acquisition and our brand and reputation could be impacted by any
damage or reputational harm to the acquired company' brand.

In addition, our acquisition of Careem has increased our risks under the
U.S. Foreign Corrupt Practices Act ("CPA" and other similar laws outside
the United States. Our existing and planned safeguards, including
training and compliance programs to discourage

33

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

We may not receive a favorable return on investment for prior or future
business combinations, and we cannot predict whether these transactions
will be accretive to the value of our common stock. It is also possible
that acquisitions, combinations, divestitures, joint ventures, or other
strategic transactions we announce could be viewed negatively by the
press, investors, platform users, or regulators, any or all of which may
adversely affect our reputation and our business. Any ofthese factors
may adversely affect our ability to consummate a transaction, our
financial condition, and our operating results.

Legal and Regulatory Risks Related to Our Business

*We may continue to be blocked from or limited in providing or operating
our products and offerings in certain jurisdictions, and may be required
to modify our business model in those jurisdictions as a result.*

In certain jurisdictions, including expansion markets such as Argentina,
Germany, Italy, Japan, South Korea, and Spain, our ridesharing business
model has been blocked, capped, or suspended, or we have been required
to change our business model, due primarily to laws and significant
regulatory restrictions in such jurisdictions. In some cases, we have
applied for and obtained licenses or permits to operate and must
continue to comply with the license or permit requirements or risk
revocation. In addition, we may not be able to maintain or renew any
such license or permit. We cannot predict whether future regulatory
decisions or legislation in other jurisdictions may embolden or
encourage other authorities to take similar actions even where we are
operating according to the terms of an existing l

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icense or permit.

Traditional taxicab and car service operators in various jurisdictions
continue to lobby legislators and regulators to block our Mobility
products or to require us to comply with regulatory, insurance,
record-keeping, licensing, and other requirements to which taxicab and
car services are subject. For example, in January 2019, we suspended our
Mobility products in Barcelona after the regional government enacted
regulations mandating minimum wait times before riders could be picked
up by ridesharing drivers; in March 2021, we returned to Barcelona via
taxis only. In December 2018, New York City' Taxi and Limousine
Commission implemented a per-mile and per-minute minimum trip payment
formula, designed to establish a minimum pay standard, for drivers
providing for-hire services in New York City, such as those provided by
Drivers on our platform. These minimum rates took effect in February
2019. Since implementation, these regulations have had an adverse impact
on our financial performance in New York City and may continue to do so
in the future. In August 2018, the New York City Council voted to
approve various measures to further regulate our business, including
driver earning rules, licensing requirements, and a one-year freeze on
new for-hire vehicle licenses for ridesharing services like those
enabled via our platform; the freeze on for-hire vehicle licenses
remains. Additionally, in November 2019, a ballot measure to impose a
surcharge on ridesharing trips in San Francisco was passed by voters in
San Francisco and such surcharge took effect on January 1, 2020. Also in
January 2020, a new tax went into effect in Chicago that imposes a
surcharge of up to \$3 per ridesharing trip taken in Chicago. In
addition, 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. If other jurisdictions impose similar
regulations, our business growth could be adversely affected.

In certain jurisdictions, we are

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subject to national, state, local, or
municipal laws and regulations that are ambiguous in their application
or enforcement or that we believe are invalid or inapplicable. In such
jurisdictions, we may be subject to regulatory fines and proceedings
and, in certain cases, may be required to cease operations altogether if
we continue to operate our business as currently conducted, unless and
until such laws and regulations are reformed to clarify that our
business operations are fully compliant. For example, in September 2020,
the Hong Kong Court of Final Appeal issued a ruling against a group of
drivers who used the Uber app, concluding that by driving for hire
without a Hire Car Permit, they violated the local Road Traffic
Ordinance. We are considering further legal challenges and possible
policy solutions. However, these developments may adversely affect our
ability to offer ridesharing services and negatively impact our
financial performance in Hong Kong. As another example, in January 2020,
we ceased offering our Mobility products in Colombia after a Colombian
court ruled that we violated local competition laws. In response, we
appealed the decision, made certain changes to ourMobility products in
Colombia and re-launched Mobility in Colombia in February 2020, and in
June 2020, the Appeals Court of Bogota revoked its order to block
Mobility products in Colombia. Furthermore, in certain of these
jurisdictions, we continue to provide our products and offerings while
we assess the applicability of these laws and regulations to our
products and offerings or while we seek regulatory or policy changes to
address concerns with respect to our ability to comply with these laws
and regulations. Our decision to continue operating in these instances
has come under investigation or has otherwise been subject to scrutiny
by government authorities. Our continuation of this practice and other
past practices may result in fines or other penalties against us and
Drivers imposed by local regulators, potentially increasing the risk
that our licenses or permits that are necessary to operate in such
jurisdictions will not be renewed. Such fines and penalties have in the
past been, and may in the future continue to be, imposed solely on
Drivers, which may cause Drivers to stop providing services on our
platform. In many instances, we make the business decision as a gesture
of

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goodwill to pay the fines on behalf of Drivers or to pay
Drivers'defense costs, which, in the aggregate, can be in the millions
of dollars. Furthermore, such business practices may also result in
negative press coverage, which may discourage Drivers and consumers from
using our platform and could adversely affect our revenue. In addition,
we face regulatory obstacles, including those lobbied for by our
competitors or from local governments globally,

34

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. In addition, an increasing
number of municipalities have proposed delivery network fee caps with
respect to our Delivery offering and caps on surge pricing with respect
to our Mobility offering. We have incurred, and expect that we will
continue to incur, significant costs in defending our right to operate
in accordance with our business model in many jurisdictions. To the
extent that efforts to block or limit our operations are successful, or
we or Drivers are required to comply with regulatory and other
requirements applicable to taxicab and car services, our revenue and
growth would be adversely affected.

*Our business is subject to numerous legal and regulatory risks that
could have an adverse impact on our business and future prospects.*

As of December 1, 2022, our platform is available in approximately
10,500 cities across approximately 70 countries. We are subject to
differing, and sometimes conflicting, laws and regulations in the
various jurisdictions in which we provide our offerings. A large number
of proposals are before various national, regional, and local
legislative bodies and regulatory entities, both within the United
States and in foreign jurisdictions, regarding issues related to our
business model. Certain proposals, if adopted, could significantly and
materially harm our business, financial condition, and operating results
by restricting or limiting how we operate our business, increasing our
operating costs, and decreasing our number of platform users. We cannot
predict whether or when such proposals may be adopted.

Further, existing or new laws and regulations could expose us to
substantial liability, including significant expenses necessary to
comply with such laws and regulations, and could dampen the

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growth and
usage of our platform. For example, as we expand our offerings in new
areas, such as non-emergency medical transportation, we may be subject
to additional healthcare-related federal and state laws and regulations.
Additionally, because our offerings are frequently first-to-market in
the jurisdictions in which we operate, several local jurisdictions have
passed, and we expect additional jurisdictions to pass, laws and
regulations that limit or block our ability to offer our products to
Drivers and consumers in those jurisdictions, thereby impeding overall
use of our platform. We are actively challenging some of these laws and
regulations and are lobbying other jurisdictions to oppose similar
restrictions on our business, especially our ridesharing services.
Further, because a substantial portion of our business involves vehicles
that run on fossil fuels, laws, regulations, or governmental actions
seeking to curb air pollution or emissions may impact our business. For
example, in response to London' efforts to cut emissions and improve air
quality in the city (including the institution of a toxicity charge for
polluting vehicles in the city center congestion zone and the
introduction of an "ltra Low Emissions Zone"that went into effect in
April 2019), we have added a clean-air fee of 15 pence per mile to each
trip on our platform in London, and plan to help Drivers on our platform
fully transition to electric vehicles by 2025. Moreover, in May 2021,
California adopted a regulation requiring 90% of vehicle miles traveled
by rideshare fleets in California to have been in EVs by 2030, with
interim targets beginning in 2023. Additionally, proposed ridesharing
regulations in Egypt and other jurisdictions may require us to share
certain personal data with government authorities to operate our app,
which we may not be willing to provide. Our failure to share such data
in accordance with these regulations may result in government
authorities assessing significant fines or penalties against us or
shutting down our or Careem' app in Egypt on either a temporary or
indefinite basis.

In addition, we are currently involved in litigation in a number of the
jurisdictions in which we operate. We initiated some of these legal
challenges to contest the application of certain laws and regulations to
our business. Others have been brought by taxicab owners, local
regul

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ators, local law enforcement, and platform users, including Drivers
and consumers. These include individual, multiple plaintiff, and
putative class and class action claims for alleged violation of laws
related to, among other things, transportation, competition,
advertising, consumer protection, fee calculations, personal injuries,
privacy, intellectual property, product liability, discrimination,
safety, and employment. For example, in May 2019, a class action was
filed against us and certain of our subsidiaries in the Supreme Court of
Victoria, Australia on behalf of participants in the taxi, hire-car,
limousine, and charter vehicle industry who were licensed to operate in
particular regions of Australia during certain periods between April
2014 and August 2017. The class action alleges that we operated
unlawfully in such regions during such periods. These legislative and
regulatory proceedings, allegations, and lawsuits are expensive and time
consuming to defend, and, if resolved adversely to us, could result in
financial damages or penalties, including criminal penalties,
incarceration, and sanctions for individuals employed by us or parties
with whom we contract, which could harm our ability to operate our
business as planned in one or more of the jurisdictions in which we
operate, which could adversely affect our business, revenue, and
operating results.

In addition, while we divested certain assets of our dockless e-bikes
and e-scooters business to Lime in May 2020, consumers continue to have
access to dockless e-bikes and e-scooters through our app. We expect
dockless e-bikes and e-scooters to subject us to additional risks
distinct from those relating to our other Mobility, Delivery and Freight
offerings. For example, consumers using dockless e-bikes or e-scooters
face a more severe level of injury in the event of a collision than that
faced while riding in a vehicle, given the less sophisticated, and in
some cases absent, passive protection systems on dockless e-bikes and
e-scooters. The occurrence of real or perceived quality problems or
material defects in current or future dockless e-bikes or e-scooters
available via our app could result in negative publicity, market
withdrawals, regulatory proceedings, enforcement actions, or lawsuits
filed against us, particularly if consumers are injured.

*Changes in, or failure to comply with, competition

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laws could adversely
affect our business, financial condition, or operating results.*

35

Competition authorities closely scrutinize us under U.S. and foreign
antitrust and competition laws. An increasing number of governments are
enforcing competition laws and are doing so with increased scrutiny,
including governments in large markets such as the EU, the United
States, Brazil, and India, particularly surrounding issues of pricing
parity, price-fixing, and abuse of market power. Many of these
jurisdictions also allow competitors or consumers to assert claims of
anti-competitive conduct. For example, complaints have been filed in
several jurisdictions, including in the United States and India,
alleging that our prices are too high (surge pricing) or too low
(discounts or predatory pricing), or both. If one jurisdiction imposes
or proposes to impose new requirements or restrictions on our business,
other jurisdictions may follow. Further, any new requirements or
restrictions, or proposed requirements or restrictions, could result in
adverse publicity or fines, whether or not valid or subject to appeal.

In addition, governmental agencies and regulators may, among other
things, prohibit future acquisitions, divestitures, or combinations we
plan to make, impose significant fines or penalties, require divestiture
of certain of our assets, or impose other restrictions that limit or
require us to modify our operations, including limitations on our
contractual relationships with platform users or restrictions on our
pricing models. Such rulings may alter the way in which we do business
and, therefore, may continue to increase our costs or liabilities or
reduce demand for our platform, which could adversely affect our
business, financial condition, or operating results.

We expect that the U.S. antitrust enforcement agencies (e.g., the DOJ
and the FTC) will continue to closely scrutinize merger activity, with a
particular focus on the technology sector, and there can be no assurance
that proposed, completed or future mergers, acquisitions and
divestitures will not be the subject of an investigation or enforcement
action by the DOJ or the FTC. Changes in antitrust laws globally, or in
their interpretation, administration or enforcement, may limit our
future acquisitions, divestitures, operations and growth.

*Our business is subject to extensive government regulatio

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n and
oversight relating to the provision of payment and financial services.*

Most jurisdictions in which we operate have laws that govern payment and
financial services activities. Regulators in certain jurisdictions may
determine that certain aspects of our business are subject to these laws
and could require us to obtain licenses to continue to operate in such
jurisdictions. For example, our subsidiary in the Netherlands, Uber
Payments B.V., is registered and authorized by its competent authority,
De Nederlandsche Bank, as an electronic money institution. This
authorization permits Uber Payments B.V. to provide payment services
(including acquiring and executing payment transactions and money
remittances, as referred to in the Revised Payment Services Directive
(2015/2366/EU)) and to issue electronic money in the Netherlands. In
addition, Uber Payments B.V. has notified De Nederlandsche Bank that it
will provide such services on a cross-border passport basis into other
countries within the EEA. We continue to critically evaluate our options
for seeking additional licenses and approvals in several other
jurisdictions to optimize our payment solutions and support the future
growth of our business. We could be denied such licenses, have existing
licenses revoked, or be required to make significant changes to our
business operations before being granted such licenses. If we are denied
payment or other financial licenses or such licenses are revoked, we
could be forced to cease or limit business operations in certain
jurisdictions, including in the EEA, and even if we are able to obtain
such licenses, we could be subject to fines or other enforcement action,
or stripped of such licenses, if we are found to violate the
requirements of such licenses. In some countries, it is not clear
whether we are required to be licensed as a payment services provider.
Were local regulators to determine that such arrangements require us to
be so licensed, such regulators may block payments to Drivers,
merchants, Shippers or Carriers. Such regulatory actions, or the need to
obtain regulatory approvals, could impose significant costs and involve
substantial delay in payments we make in certain local markets, any of
which could adversely affect our business, financial condition, or
operating results.

Starting in December 2020, payments made by platform users with payment
accoun

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ts in the EEA for services provided through our platform may be
subject to Strong Customer Authentication ("CA" regulatory requirements.
In many cases, SCA will require a platform user to engage in additional
steps to authenticate each payment transaction. These additional
authentication requirements in EEA or similar requirements, such as
tokenization, in other countries may make our platform user experience
substantially less convenient, and such loss of convenience could
meaningfully reduce the frequency with which platform users use our
platform or could cause some platform users to stop using our platform
entirely, which could adversely affect our business, financial
condition, operating results, and prospects. Further, as a result of
implementing SCA, many payment transactions on our platform may fail to
be authenticated due to platform users not completing all necessary
authentication steps. Thus, in some cases, we may not receive payment
from consumers in advance of paying Drivers for services received by
those users. A substantial increase in the frequency with which we make
Driver payments without having received corresponding payments from
consumers could adversely affect our business, financial condition,
operating results, and prospects.

In addition, laws related to money transmission and online payments are
evolving, and changes in such laws could affect our ability to provide
payment processing on our platform in the same form and on the same
terms as we have historically, or at all. For example, changes to our
business in Europe, combined with changes to the EU Payment Services
Directive, caused aspects of our payment operations in the EEA to fall
within the scope of European payments regulation. As a result, one of
our subsidiaries, Uber Payments B.V., is directly subject to financial
services regulations (including those relating to anti-money laundering,
terrorist financing, and sanctioned or prohibited persons) in the
Netherlands and in other countries in the EEA where it conducts
business. Effective July 1, 2020, we transitioned all our payment
operations to the Uber Payments B.V. regulated entity in the EEA
countries in which we are required to do so by the European payments
regulations.

36

In addition, as we evolve our business or make changes to our business
structure, we may be subject to additional laws or requirements related
to

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money transmission, online payments, and financial regulation. These
laws govern, among other things, money transmission, prepaid access
instruments, electronic funds transfers, anti-money laundering,
counter-terrorist financing, banking, systemic integrity risk
assessments, security of payment processes, and import and export
restrictions. Our business operations, including our payments to Drivers
and merchants, may not always comply with these financial laws and
regulations. Historical or future non-compliance with these laws or
regulations could result in significant criminal and civil lawsuits,
penalties, forfeiture of significant assets, or other enforcement
actions. Costs associated with fines and enforcement actions, as well as
reputational harm, changes in compliance requirements, or limits on our
ability to expand our product offerings, could harm our business.

Further, our payment system is susceptible to illegal and improper uses,
including money laundering, terrorist financing, fraudulent sales of
goods or services, and payments to sanctioned parties. We have invested
and will need to continue to invest substantial resources to comply with
applicable anti-money laundering and sanctions laws, and in the EEA to
conduct appropriate risk assessments and implement appropriate controls
as a regulated financial service provider. Government authorities may
seek to bring legal action against us if our payment system is used for
improper or illegal purposes or if our enterprise risk management or
controls in the EEA are not adequately assessed, updated, or
implemented, and any such action could result in financial or
reputational harm to our business.

*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.*

We are the subject of DOJ inquiries and investigations, as well as
enforcement inquiries and investigations by other federal, state and
local government agencies and other regulators abroad. Those inquiries
and investigations cover a broad range of matters, including but not
limited to, our business practices, such as fees, pricing, and related
disclosures, relationships with third parties, and data privacy and
security incidents. For example, in Septem

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ber 2018, after investigations
and various lawsuits relating to the 2016 Breach, we settled with the
Attorneys General of all 50 U.S. states and the District of Columbia
through stipulated judgments and payment in an aggregate amount of \$148
million related to our failure to report the incident for approximately
one year. In April 2018, we entered into a consent decree that lasts
through 2038 covering the 2014 Breach and the 2016 Breach with the FTC,
which the FTC Commissioners approved in October 2018. In November and
December 2018, UK, Dutch and French regulators imposed fines totaling
approximately \$1.6 million related to the 2016 Breach. In addition, in
July 2022, we entered into a non-prosecution agreement with the DOJ
concerning its investigation into our handling of the 2016 Breach. The
2016 Breach has led to, and it, as well as other security incidents we
experience, may continue to lead to, costly and time-consuming
regulatory investigations and litigation from other government entities,
as well as potentially material fines and penalties imposed by other
U.S. and international regulators. Investigations and enforcement
actions from such entities, as well as continued negative publicity and
an erosion of current and prospective platform users'trust, could
severely disrupt our business. In addition, in March 2022, Uber
Technologies, Inc. and Uber B.V. were each fined €.12 million by the
Italian data protection authority for alleged privacy violations
stemming from an investigation conducted in 2018.

We are also subject to inquiries and investigations by government
agencies related to certain transactions we have entered into in the
United States and other countries.

These government inquiries and investigations are time-consuming and
require a great deal of financial resources and attention from us and
our senior management. If any of these matters are resolved adversely to
us, we may be subject to additional fines, penalties, and other
sanctions, and could be forced to change our business practices
substantially in the relevant jurisdictions. Any such determinations
could also result in significant adverse publicity or additional
reputational harm, and could result in or complicate other inquiries,
investigations, or lawsuits from other regulators in future merger
control or conduct investigations. Any of these developments could
result in mater

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ial financial damages, operational restrictions, and harm
our business.

*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.*

The nature of our business exposes us to claims, including civil
lawsuits in the United States such as those related to the 2014 Breach
and the 2016 Breach. These and any past or future privacy or security
incidents could result in violation of applicable U.S. and international
privacy, data protection, and other laws. Such violations subject us to
individual or consumer class action litigation as well as governmental
investigations and proceedings by federal, state, and local regulatory
entities in the United States and internationally, resulting in exposure
to material civil or criminal liability. Our data security and privacy
practices have been the subject of inquiries from government agencies
and regulators, not all of which are finally resolved. In April 2018, we
entered into an FTC consent decree pursuant to which we agreed, among
otherthings, to implement a comprehensive privacy program, undergo
biennial third-party assessments, and not misrepresent how we protect
consumer information through 2038. In October 2018, the FTC approved the
final settlement, which exposes us to penalties for, amongst other
activities, future failure to report security incidents. In November and
December 2018, UK, Dutch and French supervisory authorities imposed
fines totaling approximately \$1.6 million. We have also entered into
settlement agreements with numerous state enforcement agencies. For
example, in January 2016, we entered into a settlement with the Office
of the New York State Attorney General under which we agreed to enhance
our data security practices. In addition, in September 2018, we entered
into stipulated judgments with the state attorneys general of all 50
U.S. states

37

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. In addition, in March 2022, Uber
Technologies, Inc. and Uber B.V. were each fined €.12 million by the
Italian data protection authority for alleged privacy violations
stem

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ming from an investigation conducted in 2018. Additionally, in July
2022, we entered into a non-prosecution agreement with the DOJ
concerning its investigation into our handling of the 2016 Breach.
Failure to comply with these and other orders could result in
substantial fines, enforcement actions, injunctive relief, and other
penalties that may be costly or that may impact our business. We may
also assume liabilities for breaches experienced by the companies we
acquire as we expand our operations. For example, in April 2018, Careem
publicly disclosed and notified relevant regulatory authorities that it
had been subject to a data security incident that allowed access to
certain personal information of riders and drivers on its platform as of
January 14, 2018. If Careem becomes subject to liability as a result of
this or other data security incidents or if we fail to remediate this or
any other data security incident that Careem or we experience, we may
face harm to our brand, business disruption, and significant
liabilities. In addition, in July 2020, Drizly publicly disclosed that
it had been subject to a data security incident that allowed access to
certain personal information of customers on its platform, and in
November 2021 Drizly obtained final court approval of a settlement in a
resulting class action litigation. Moreover, in January 2023, the FTC
announced a final order relating to the data security incident. If
Drizly becomes subject to additional liability or regulatory or court
orders as a result of this or other data security incidents or if we
fail to remediate this or any other data security incident that Drizly
or we experience, we may face harm to our brand, business disruption,
and significant liabilities. Our insurance programs may not cover all
potential claims to which we are exposed and may not be adequate to
indemnify us for the full extent of our potential liabilities.

This risk is enhanced in certain jurisdictions with stringent privacy
laws and, as we expand our products, offerings, and operations
domestically and internationally, we have, and may continue to become
subject to amended or additional laws that impose substantial additional
obligations related to data privacy and security. The EU adopted the
GDPR in 2016, and it became effective in May 2018. The GDPR applies
extraterritorially and imposes stringent requirements for co

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ntrollers
and processors of personal data. Such requirements include higher
consent standards to process personal data, robust disclosures regarding
the use of personal data, strengthened individual data rights, data
breach requirements, limitations on data retention, strengthened
requirements for special categories of personal data and pseudonymised
(i.e., key-coded) data, and additional obligations for contracting with
service providers that may process personal data. The GDPR further
provides that EU member states may institute additional laws and
regulations impacting the processing of personal data, including (i)
special categories of personal data (e.g., racial or ethnic origin,
political opinions, and religious or philosophical beliefs) and (ii)
profiling of individuals and automated individual decision-making. Such
additional laws and regulations could limit our ability to use and share
personal or other data, thereby increasing our costs and harming our
business and financial condition. Non-compliance with the GDPR
(including any non-compliance by any acquired business) is subject to
significant penalties, including fines of up to the greater of €0
million or 4% of total worldwide revenue, and injunctions against the
processing of personal data. Other jurisdictions outside the EU are
similarly introducing or enhancing privacy and data security laws,
rules, and regulations, which will increase our compliance costs and the
risks associated with non-compliance. For example, the California
Consumer Privacy Act ("CPA", which provided new privacy rights for
consumers and new operational requirements for businesses, went into
effect in January 2020. The CCPA includes a statutory damages framework
and private rights of action against businesses that fail to comply with
certain CCPA terms or implement reasonable security procedures and
practices to prevent data breaches. Other U.S. states have adopted, and
likely will continue to adopt, similar laws that provide new consumer
privacy rights and business operational requirements. Brazil provides
another example, having passed the General Data Protection Law (Lei
Geral de Proteçã de Dados Pessoais, or LGPD) in 2018, which is now in
effect. These laws may be subject to amendments and regulations that may
change over time, or result in additional follow-on laws such as the
California Privacy Rights Act ("PRA" pas

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sed in California in November
2020.

Additionally, we are subject to laws, rules, and regulations regarding
cross-border transfers of personal data, including laws relating to
transfer of personal data outside the EEA. We rely on transfer
mechanisms permitted under these laws, including the EU Standard
Contract Clauses. Such mechanisms have received heightened regulatory
and judicial scrutiny and have undergone modifications, and a 2020
decision by the Court of Justice of the European Union casts doubt on
the adequacy of all of the formerly-approved mechanisms for transferring
personal data from countries in the EEA to certain other countries such
as the United States. If we cannot rely on existing mechanisms for
transferring personal data from the EEA, the United Kingdom, or other
jurisdictions, we may be unable to transfer personal data of Drivers,
consumers, or employees in those regions, which could have an adverse
effect on our business, financial condition, and operating results. In
addition, we may be required to disclose personal data pursuant to
demands from government agencies, including from state and city
regulators as a requirement for obtaining or maintaining a license or
otherwise, from law enforcement agencies, and from intelligence
agencies. This disclosure may result in a failure or perceived failure
by us to comply with privacy and data protection policies, notices,
laws, rules, and regulations, could result in proceedings or actions
against us in the same or other jurisdictions, and could have an adverse
impact on our reputation and brand. In addition, Careem has historically
shared certain user data with certain government authorities, which
conflicts with our global policies regarding data use, sharing, and
ownership. We expect to maintain our data use, sharing, and ownership
practices for both our business and Careem' business, and doing so may
cause our relationship with government authorities in certain
jurisdictions to suffer, and may result in such government authorities
assessing significant fines or penalties against us or shutting down our
or Careem' app on either a temporary or indefinite basis. Further, if
any jurisdiction in which we operate changes its laws, rules, or
regulations relating to data residency or local computation such that we
are unable to comply in a timely manner or at all, we may risk losing
our rights to op

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erate in such jurisdictions. This could adversely affect
the manner in which we provide our products and offerings and thus
materially affect our

38

operations and financial results.

Such data protection laws, rules, and regulations are complex and their
interpretation is rapidly evolving, making implementation and
enforcement, and thus compliance requirements, ambiguous, uncertain, and
potentially inconsistent. Compliance with such laws may require changes
to our data collection, use, transfer, disclosure, and other processing
and certain other related business practices and may thereby increase
compliance costs. Additionally, any failure or perceived failure by us
to comply with privacy and data protection policies, notices, laws,
rules, orders and regulations could result in proceedings or actions
against us by individuals, consumer rights groups, governmental entities
or agencies, or others. We could incur significant costs investigating
and defending such claims and, if found liable, significant damages.
Further, these proceedings and any subsequent adverse outcomes may
subject us to significant penalties and negative publicity. If any of
these events were to occur, our business and financial results could be
significantly disrupted and adversely affected.

*Adverse litigation judgments or settlements resulting from legal
proceedings in which we may be involved could expose us to monetary
damages or limit our ability to operate our business.*

We have in the past been, are currently, and may in the future become,
involved in private actions, collective actions, investigations, and
various other legal proceedings by Drivers, consumers, merchants,
Shippers, Carriers, employees, commercial partners, competitors or,
government agencies, among others. We are subject to litigation relating
to various matters including Driver classification, Drivers'tips and
taxes, the Americans with Disabilities Act, antitrust, intellectual
property infringement, privacy, unfair competition, workplace culture,
safety practices, and employment and human resources practices. The
results of any such litigation, investigations, and legal proceedings
are inherently unpredictable and expensive. Any claims against us,
whether meritorious or not, could be time consuming, costly, and harmful
to our reputation, and could require significant amounts of management
time and corporate r

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esources. If any of these legal proceedings were to
be determined adversely to us, or we were to enter into a settlement
arrangement, we could be exposed to monetary damages or be forced to
change the way in which we operate our business, which could have an
adverse effect on our business, financial condition, and operating
results.

In addition, we regularly include arbitration provisions in our terms of
service with end-users. These provisions are intended to streamline the
litigation process for all parties involved, as arbitration can in some
cases be faster and less costly than litigating disputes in state or
federal court. However, arbitration may become more costly for us, or
the volume of arbitrations may increase and become burdensome. Further,
the use of arbitration provisions may subject us to certain risks to our
reputation and brand, as these provisions have been the subject of
increasing public scrutiny. To minimize these risks, we have in the past
and may in the future voluntarily limit our use of arbitration
provisions, or we may be required to do so, in any legal or regulatory
proceeding, either of which could increase our litigation costs and
exposure in respect of such proceedings. For example, effective May 15,
2018, we ended mandatory arbitration of sexual misconduct claims by
platform users and employees.

Further, with the potential for conflicting rules regarding the scope
and enforceability of arbitration on a state-by-state basis, as well as
conflicting rules between state and federal law, some or all of our
arbitration provisions could be subject to challenge or may need to be
revised to exempt certain categories of protection. If our arbitration
agreements were found to be unenforceable, in whole or in part, or
specific claims were required to be exempted from arbitration, we could
experience an increase in our litigation costs and the time involved in
resolving such disputes, and we could face increased exposure to
potentially costly lawsuits, each of which could adversely affect our
business, financial condition, operating results, and prospects.

*We have operations in countries known to experience high levels of
corruption and were previously subject to, and may in the future be
subject to, inquiries, investigations, and requests for information with
respect to our compliance with a number of anti-corruption laws to which
we a

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re subject.*

We have operations in, and have business relationships with, entities in
countries known to experience high levels of corruption. We are subject
to the FCPA and other similar laws outside the United States that
prohibit improper payments or offers of payments to foreign governments,
their officials, and political parties for the purpose of obtaining or
retaining business. U.S. and non-U.S. regulators alike continue to focus
on the enforcement of these laws, and we may be subject to additional
compliance requirements to identify criminal activity and payments to
sanctioned parties. Our activities in certain countries with high levels
of corruption enhance the risk of unauthorized payments or offers of
payments by Drivers, consumers, merchants, Shippers or Carriers,
employees, consultants, or business partners in violation of various
anti-corruption laws, including the FCPA, even though the actions of
these parties are often outside our control. Our acquisition of Careem
may further enhance this risk because users of Careem' platform and
Careem' employees, consultants, and business partners may not be
familiar with, and may not have been previously subject to, these
anti-corruption laws. In addition, our existing and future safeguards,
including training and compliance programs to discourage these practices
by such parties, may not prove effective, and such parties may engage in
conduct for which we could be held responsible. Additional compliance
requirements may compel us to revise or expand our compliance program,
including the procedures we use to verify the identity of platform users
and monitor international and domestic transactions.

39

*Drivers may become subject to increased licensing requirements, and we
may be required to obtain additional licenses or cap the number of
Drivers using our platform.*

Many Drivers currently are not required to obtain a commercial taxi or
livery license in their respective jurisdictions. However, numerous
jurisdictions in which we operate have conducted investigations or taken
action to enforce existing licensing rules, including markets within
Latin America and the Asia-Pacific region, and many others, including
countries in Europe, the Middle East, and Africa, have adopted or
proposed new laws or regulations that require Drivers to be licensed
with local authorities or require us or our subsidiaries to

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be licensed
as a transportation company. Local regulations requiring the licensing
of us or Drivers may adversely affect our ability to scale our business
and operations. In addition, it is possible that various jurisdictions
could impose caps on the number of licensed Drivers or vehicles with
whom we may partner or impose limitations on the maximum number of hours
a Driver may work, similar to recent regulations that were adopted in
Spain and New York City, which have temporarily frozen new vehicle
licenses for Drivers using platforms like ours. If we or Drivers become
subject to such caps, limitations, or licensing requirements, our
business and growth prospects would be adversely impacted.

*We may be subject to liability for the means we use to attract and
onboard Drivers.*

We operate in an industry in which the competition for Drivers is
intense. In this highly competitive environment, the means we use to
onboard and attract Drivers may be challenged by competitors, government
regulators, or individual plaintiffs. For example, putative class
actions have been filed by individual plaintiffs against us for alleged
violation of the Telephone Consumer Protection Act of 1991, alleging,
among other things, that plaintiffs received text messages from us
regarding our Driver program without their consent or after indicating
to us they no longer wished to receive such text messages. These
lawsuits are expensive and time consuming to defend, and, if resolved
adversely to us, could result in material financial damages and
penalties, costly adjustments to our business practices, and negative
publicity. In addition, we could incur substantial expense and possible
loss of revenue if competitors file additional lawsuits or other claims
challenging these practices.

*Our business depends heavily on insurance coverage for Drivers and on
other types of insurance for additional risks related to our business.
If insurance carriers change the terms of such insurance in a manner not
favorable to Drivers or to us, if we are required to purchase additional
insurance for other aspects of our business, or if we fail to comply
with regulations governing insurance coverage, our business could be
harmed.*

We use a combination of third-party insurance and self-insurance
mechanisms, including a wholly-owned captive insurance subsidiary.
Insurance related to our Mobility products m

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ay include third-party
automobile, automobile comprehensive and collision, physical damage, and
uninsured and underinsured motorist coverage. We require Drivers to
carry automobile insurance in most countries, and in many cases we also
maintain insurance on behalf of Drivers. We rely on a limited number of
ridesharing insurance providers, particularly internationally, and
should such providers discontinue or increase the cost of coverage, we
cannot guarantee that we would be able to secure replacement coverage on
reasonable terms or at all. In addition to insurance related to our
products, we maintain other automobile insurance coverage for owned
vehicles and employee activity, as well as insurance coverage for
non-automotive corporate risks including general liability,
workers'compensation, property, cyber liability, and director and
officers'liability. If our insurance carriers change the terms of our
policies in a manner unfavorable to us or Drivers, our insurance costs
could increase. The cost of insurance that we maintain on behalf of
Drivers is higher in the United States and Canada than in other
geographies. Further, if the insurance coverage we maintain is not
adequate to cover losses that occur, we could be liable for significant
additional costs.

In addition, we and our captive insurance subsidiary are party to
certain reinsurance and indemnification arrangements that transfer a
significant portion of the risk from the insurance provider to us or our
captive insurance subsidiary, which could require us to pay out material
amounts that may be in excess of our insurance reserves, resulting in
harm to our financial condition. Our insurance reserves account for
unpaid losses and loss adjustment expenses for risks retained by us
through our captive insurance subsidiary and other risk retention
mechanisms. Such amounts are based on actuarial estimates, historical
claim information, and industry data. While management believes that
these reserve amounts are adequate, the ultimate liability could be in
excess of our reserves. We also have requirements to post collateral for
current and future claim settlement obligations with certain of our
insurance carriers, which may have a significant impact on our
unrestricted cash and cash equivalents available for general business
purposes.

We may be subject to claims of significant liability based on traffic
acci

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dents, injuries, or other incidents that are claimed to have been
caused by Drivers who use our platform, even when those Drivers are not
actively using our platform or when an individual impersonates a Driver.
As we expand to include more offerings on our platform, our insurance
needs will likely extend to those additional offerings, including
Freight. As a result, our automobile liability and general liability
insurance policies and insurance maintained by Drivers may not cover all
potential claims related to traffic accidents, injuries, or other
incidents that are claimed to have been caused by Drivers who use our
platform, and may not be adequate to indemnify us for all liability that
we could face. Even if these claims do not result in liability, we could
incur significant costs in investigating and defending against them. If
insurers become insolvent, they may not be able to pay otherwise valid
claims in a timely manner or at all. If we are subject to claims of
liability relating to the acts of Drivers or others using our platform,
we may be subject to negative publicity and incur additional expenses,
which could harm our business, financial condition, and operating
results.In addition, we are subject to local laws, rules, and regulations
relating to insurance coverage which could result in proceedings or

40

actions against us by governmental entities or others. Legislation has
been passed in many U.S. jurisdictions that codifies these insurance
requirements with respect to ridesharing. Additional legislation has
been proposed in other jurisdictions that seeks to codify or change
insurance requirements with respect to ridesharing. Further, service
providers and business customers of Freight and Uber for Business may
require higher levels of coverage as a condition to entering into
certain key contracts with us. Any failure, or perceived failure, by us
to comply with local laws, rules, and regulations or contractual
obligations relating to insurance coverage could result in proceedings
or actions against us by governmental entities or others. These
lawsuits, proceedings, or actions may subject us to significant
penalties and negative publicity, require us to increase our insurance
coverage, require us to amend our insurance policy disclosure, increase
our costs, and disrupt our business.

*We may be subject to pricing regulations, as well as related

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litigation
or regulatory inquiries.*

Our revenue is dependent on the pricing models we use to calculate
consumer fares and Driver earnings. Our pricing models, including
dynamic pricing, have been, and will likely continue to be, challenged,
banned, limited in emergencies, and capped in certain jurisdictions. For
example, we have agreed to not calculate consumer fares in excess of the
maximum government-mandated fares in all major Indian cities where legal
proceedings have limited the use of surge pricing. Further, in 2018,
Honolulu, Hawaii became the first U.S. city to pass legislation to cap
surge pricing if increased rates exceed the maximum fare set by the
city. Additional regulation of our pricing models could increase our
operating costs and adversely affect our business. Furthermore, our
pricing model has been the subject of litigation and regulatory
inquiries related to, among other things, the calculation of and
statements regarding consumer fares and Driver earnings (including
rates, fees, surcharges, and tolls), as well as the use of surge pricing
during emergencies and natural disasters. In addition, an increasing
number of municipalities have proposed delivery network fee caps with
respect to our Delivery offering and caps on surge pricing with respect
to our Mobility offering. As a result, we may be forced to change our
pricing models in certain jurisdictions, which could harm our revenue or
result in a sub-optimal tax structure.

*If we are unable to protect our intellectual property, or if third
parties are successful in claiming that we are misappropriating the
intellectual property of others, we may incur significant expense and
our business may be adversely affected.*

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 believe that our
intellectual property is essential to our business and affords us a
competitive advantage in the markets in which we operate. If we do not
adequately protect our intellectual property, our brand and reputation
may be harmed, Drivers, consumers, merchants, Shippers, and Carriers
could devalue our products and offerings, and our ab

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ility to compete
effectively may be impaired.

To protect our intellectual property, we rely on a combination of
copyright, trademark, patent, and trade secret laws, contractual
provisions, end-user policies, and disclosure restrictions. Upon
discovery of potential infringement of our intellectual property, we
assess and when necessary, take action to protect our rights as
appropriate. We also enter into confidentiality agreements and invention
assignment agreements with our employees and consultants and seek to
control access to, and distribution of, our proprietary information in a
commercially prudent manner. The efforts we have taken and may take to
protect our intellectual property may not be sufficient or effective.
For example, effective intellectual property protection may not be
available in every country in which we currently or in the future will
operate. In addition, it may be possible for other parties to copy or
reverse-engineer our products and offerings or obtain and use the
content of our website without authorization. Further, we may be unable
to prevent competitors or other third parties from acquiring or using
domain names or trademarks that are similar to, infringe upon, or
diminish the value of our domain names, trademarks, service marks, and
other proprietary rights. Moreover, our trade secrets may be compromised
by third parties or our employees, which would cause us to lose the
competitive advantage derived from the compromised trade secrets.
Further, we may be unable to detect infringement of our intellectual
property rights, and even if we detect such violations and decide to
enforce our intellectual property rights, we may not be successful, and
may incur significant expenses, in such efforts. In addition, any such
enforcement efforts may be time-consuming and may divert management'
attention. Further, such enforcement efforts may result in a ruling that
our intellectual property rights are unenforceable or invalid. Any
failure to protect or any loss of our intellectual property may have an
adverse effect on our ability to compete and may adversely affect our
business, financial condition, or operating results.

Companies in the Internet and technology industries, and other patent
and trademark holders, including "on-practicing entities,"seeking to
profit from royalties in connection with grants of licenses or seeking
to obtain in

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junctions, own large numbers of patents, copyrights,
trademarks, and trade secrets and frequently enter into litigation based
on allegations of infringement or other violations of intellectual
property rights. We have and may in the future continue to receive
notices that claim we have misappropriated, misused, or infringed upon
other parties'intellectual property rights.

Furthermore, from time to time we may introduce or acquire new products,
including in areas in which we historically have not operated, which
could increase our exposure to patent and other intellectual property
claims. In addition, we, and companies we acquired or in which we have
an interest, have been sued, and may in the future be sued, for
allegations of intellectual property infringement or threats of trade
secret misappropriation. If a company we acquire or in which we have an
interest loses rights to valuable intellectual property or is found to
infringe third party intellectual property rights in such lawsuits, the
value of our investment may materially decline.

41

Any intellectual property claim against us, regardless of merit, could
be time consuming and expensive to settle or litigate, could divertour
management' attention and other resources, and could hurt goodwill
associated with our brand. These claims may also subject us to
significant liability for damages and may result in us having to stop
using technology, content, branding, or business methods found to be in
violation of another party' rights. Further, certain adverse outcomes of
such proceedings could adversely affect our ability to compete
effectively in existing or future businesses.

We may be required or may opt to seek a license for the right to use
intellectual property held by others, which may not be available on
commercially reasonable terms, or at all. Even if a license is
available, we may be required to pay significant royalties or license
fees, which may increase our operating expenses. We may also be required
to develop alternative non-infringing technology, content, branding, or
business methods, which could require significant effort and expense and
make us less competitive. If we cannot license or develop alternative
technology, content, branding, or business methods for any allegedly
infringing aspect of our business, we may be unable to compete
effectively or we may be prevented from operating o

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ur business in
certain jurisdictions. Any of these results could harm our operating
results.

*Our reported financial results may be adversely affected by changes in
accounting principles.*

The accounting for our business is complicated, particularly in the area
of revenue recognition, and is subject to change based on the evolution
of our business model, interpretations of relevant accounting
principles, enforcement of existing or new regulations, and changes in
SEC or other agency policies, rules, regulations, and interpretations,
of accounting regulations. Changes to our business model and accounting
methods could result in changes to our financial statements, including
changes in revenue and expenses in any period, or in certain categories
of revenue and expenses moving to different periods, may result in
materially different financial results, and may require that we change
how we process, analyze, and report financial information and our
financial reporting controls.

*If we are deemed an investment company under the Investment Company
Act, applicable restrictions could have an adverse effect on our
business.*

The Investment Company Act contains substantive legal requirements that
regulate the manner in which "nvestment companies"are permitted to
conduct their business activities. We believe that we have conducted our
business in a manner that does not result in being characterized as an
"nvestment company"under the Investment Company Act because we are
primarily engaged in a non-investment company business. Although a
significant portion of our assets constitute investments in
non-controlled entities (including in China), referred to elsewhere in
this Annual Report on Form 10-K as minority-owned affiliates, we believe
that we are not an investment company as defined by the Investment
Company Act. While we intend to conduct our operations such that we will
not be deemed an investment company, such a determination would require
us to initiate burdensome compliance requirements and comply with
restrictions imposed by the Investment Company Act that would limit our
activities, including limitations on our capital structure and our
ability to transact with affiliates, which would have an adverse effect
on our financial condition. To avoid such a determination, we may be
required to conduct our business in a manner that does not subject us to
the requirem

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ents of the Investment Company Act, which could have an
adverse effect on our business. For example, we may be required to sell
certain of our assets and pay significant taxes upon the sale or
transfer of such assets.

Risks Related to Ownership of Our Common Stock

*The market price of our common stock has been, and may continue to be,
volatile or may decline steeply or suddenly regardless of our operating
performance, and we may not be able to meet investor or analyst
expectations. You may not be able to resell your shares at or above the
price you paid and may lose all or part of your investment.*

The market price of our common stock may fluctuate or decline
significantly in response to numerous factors, many of which are beyond
our control, including:

•actual or anticipated fluctuations in MAPCs, Trips, Adjusted EBITDA,
Free Cash Flow, Gross Bookings, revenue, or other operating and
financial results;

•announcements by us or estimates by third parties of actual or
anticipated changes in the number of Drivers and consumers on our
platform;

•variations between our actual operating results and the expectations of
our management, securities analysts, investors, the financial community;

•changes in accounting principles or changes in interpretations of
existing principles, which could affect financial results;

•actions of securities analysts who initiate or maintain coverage of us,
changes in financial estimates by any securities analysts who follow our
company, or our failure to meet these estimates or the expectations of
investors;

•announcements by us or our competitors of significant products or
features, technical innovations, acquisitions, strategic partnerships,
joint ventures, or capital commitments;

•negative media coverage or publicity;

•changes in operating performance and stock market valuations of
technology companies generally, or those in our

42

industry in particular, including our competitors;

•price and volume fluctuations in the overall stock market, including as
a result of trends in the economy as a whole;

•lawsuits threatened, filed, or decided against us;

•developments in legislation or regulatory actions, including interim or
final rulings by judicial or regulatory bodies (including any
competition authorities blocking, delaying, or subjecting our pending
acquisitions to significant limitations or restrictions on our abil

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ity
to operate in one or more markets, or requiring us to divest our or any
target company' assets or businesses in one or more markets);

•changes in accounting standards, policies, guidelines, interpretations,
or principles;

•any major change in our board of directors or management;

•any safety incidents or public reports of safety incidents that occur
on our platform or in our industry;

•statements, commentary, or opinions by public officials that our
product offerings are or may be unlawful, regardless of any interim or
final rulings by judicial or regulatory bodies; and

•other events or factors, including those resulting from war, incidents
of terrorism, natural disasters, public health concerns or epidemics,
pandemics, natural disasters, or responses to these events.

In addition, price and volume fluctuations in the stock markets have
affected and continue to affect many technology companies'stock prices.
Often, their stock prices have fluctuated in ways unrelated or
disproportionate to the companies'operating performance. In the past,
stockholders have filed securities class action litigation following
periods of market volatility. For example, beginning in September 2019,
several putative class actions were filed in California state and
federal courts against us, our directors, certain of our officers, and
the underwriters named in our IPO registration statement alleging
violations of securities laws in connection with our IPO. Securities
litigation could subject us to substantial costs, divert resources and
the attention of management from our business, and seriously harm our
business. In addition, the occurrence of any of the factors listed
above, among others, may cause our stock price to decline significantly,
and there can be no assurance that our stock price would recover. As
such, you may not be able to sell your shares at or above the price you
paid, and you may lose some or all of your investment.

*Delaware law and provisions in our amended and restated certificate of
incorporation and amended and restated bylaws could make a merger,
tender offer, or proxy contest difficult, thereby depressing the trading
price of our common stock.*

Our amended and restated certificate of incorporation and amended and
restated bylaws contain provisions that could depress the trading price
of our common stock by acting to discourage, delay, or prevent

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a change
of control of our company or changes in our management that the
stockholders of our company may deem advantageous. These provisions
include the following:

•our board of directors has the right to elect directors to fill
vacancies created by the expansion of our board of directors or the
resignation, death, or removal of a director, which prevents
stockholders from being able to fill vacancies on our board of
directors;

•advance notice requirements for stockholder proposals, which may reduce
the number of stockholder proposals available for stockholder
consideration;

•limitations on stockholder ability to convene special stockholder
meetings, which could make it difficult for our stockholders to adopt
desired governance changes;

•prohibition on cumulative voting in the election of directors, which
limits the ability of minority stockholders to elect director
candidates; and

•our board of directors is able to issue, without stockholder approval,
shares of undesignated preferred stock, which makes it possible for our
board of directors to issue preferred stock with voting or other rights
or preferences that could impede the success of any attempt to acquire
us.

Any provision of our amended and restated certificate of incorporation,
amended and restated bylaws, or Delaware law that has the effect of
delaying or deterring a change in control could limit the opportunity
for our stockholders to receive a premium for their shares of our common
stock, and could also affect the price that some investors are willing
to pay for our common stock. In addition, under our existing debt
instruments, we, and certain of our subsidiaries, are subject to certain
limitations on our business and operations, including limitations on
certain consolidations, mergers, and sales of assets. For information
regarding these and other provisions, see the risk factor titled "We
have incurred a significant amount of debt and may in the future incur
additional indebtedness. Our payment obligations under such indebtedness
may limit the funds available to us, and the terms of our debt
agreements may restrict our flexibility in operating our business."

*Sales, directly or indirectly, of shares of our common stock by
existing stockholders could cause our stock price to decline.*

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Sales, directly or indirectly, of a substantial number of shares of our
common stock, or the publi

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c perception that these sales might occur,
could depress the market price of our common stock and could impair our
ability to raise capital through the sale of additional equity
securities. We may issue our shares of common stock or securities
convertible or exchangeable into or exercisable for our common stock
from time to time in connection with a financing, acquisition,
investments or otherwise. Such issuances, including the issuance of
additional shares of our common stock upon exercise of such equity
awards, could result in substantial dilution to our existing
stockholders and cause the trading price of our common stock to decline.

*We do not intend to pay cash dividends for the foreseeable future.*

We have never declared or paid cash dividends on our capital stock. We
currently intend to retain any future earnings to finance the operation
and expansion of our business, and we do not expect to declare or pay
any cash dividends in the foreseeable future. In addition, certain of
our existing debt instruments include restrictions on our ability to pay
cash dividends. As a result, you may only receive a return on your
investment in our common stock if the market price of our common stock
increases.

*Our amended and restated certificate of incorporation provides that the
Court of Chancery of the State of Delaware and, to the extent
enforceable, the federal district courts of the United States of America
are the exclusive forums for substantially all disputes between us and
our stockholders, which could limit our stockholders'ability to obtain a
favorable judicial forum for disputes with us or our directors,
officers, or employees.*

Our amended and restated certificate of incorporation provides that the
Court of Chancery of the State of Delaware is the exclusive forum for
the following types of actions or proceedings under Delaware statutory
or common law:

•any derivative action or proceeding brought on our behalf;

•any action asserting a breach of fiduciary duty;

•any action asserting a claim against us or our directors, officers, or
employees arising under the Delaware General Corporation Law, our
amended and restated certificate of incorporation, or our amended and
restated bylaws;

•any action regarding our amended and restated certificate of
incorporation or our amended and restated bylaws;

•any action as to which the Delaware General Corporation

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Law confers
jurisdiction to the Court of Chancery of the State of Delaware; and

•any action asserting a claim against us that is governed by the
internal-affairs doctrine.

This provision would not apply to suits brought to enforce a duty or
liability created by the Exchange Act or any other claim for which the
U.S. federal courts have exclusive jurisdiction.

Our amended and restated certificate of incorporation provides that the
federal district courts of the United States of America will be the
exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act, subject to and contingent upon a final
adjudication in the State of Delaware of the enforceability of such
exclusive forum provision. Although the Delaware Supreme Court has held
that such exclusive forum provisions are facially valid, courts in other
jurisdictions may find such provisions to be unenforceable.

These exclusive-forum provisions may limit a stockholder' ability to
bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers, or other employees, which may
discourage lawsuits against us and our directors, officers, and otheremployees. If any other court of competent jurisdiction were to find
either exclusive-forum provision in our amended and restated certificate
of incorporation to be inapplicable or unenforceable, we may incur
additional costs associated with resolving the dispute in other
jurisdictions, which could seriously harm our business.

*If we are unable to maintain effective internal control over financial
reporting in the future, investors may lose confidence in the accuracy
and completeness of our financial reports, and the market price of our
common stock may be harmed.*

As a result of being a public company, we are obligated to develop and
maintain proper and effective internal controls over financial
reporting, and any failure to maintain the adequacy of these internal
controls may adversely affect investor confidence in our company and, as
a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act
("ection 404", to furnish an annual report by management on, among other
things, the effectiveness of our internal control over financial
reporting. In addition, our independent registered public accounting
firm is required to attest to the

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effectiveness of our internal control
over financial annually. We currently are required to disclose changes
in internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting on a quarterly basis.

The process of compiling the system and processing documentation
necessary to perform the evaluation needed to comply with Section 404 is
costly and challenging, and we may not be able to complete evaluation,
testing, and any required remediation in a timely fashion. As our
business continues to grow in size and complexity, we are improving our
processes and infrastructure to help ensure we can prepare financial
reporting and disclosures within the timeline required for a public
company. During the evaluation and

44

testing process of our internal controls, if we identify one or more
material weaknesses in our internal control over financial reporting, we
will be unable to assert that our internal control over financial
reporting is effective.

We cannot assure you that there will not be material weaknesses in our
internal control over financial reporting in the future, particularlydue to high growth offerings (such as with Delivery and Freight), which
may cause challenges in consistent performance and timely designing new
controls. Any failure to maintain internal control over financial
reporting could severely inhibit our ability to accurately report our
financial condition or operating results. If we are unable to conclude
that our internal control over financial reporting is effective, or if
we or our independent registered public accounting firm determines we
have a material weakness in our internal control over financial
reporting, we could lose investor confidence in the accuracy and
completeness of our financial reports, the market price of our common
stock could decline, and we could be subject to sanctions or
investigations by the stock exchange on which our securities are listed,
the SEC or other regulatory authorities. Failure to remedy any material
weakness in our internal control over financial reporting, or to
implement or maintain these and other effective control systems, could
also restrict our future access to the capital markets.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of December 1, 2022, we leased and

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owned office facilities around the
world totaling 9.2 million square feet, including 2.3 million square
feet for our corporate headquarters in the San Francisco Bay Area,
California.

We believe our facilities, which are generally used by all of our
reportable segments, are adequate and suitable for our current needs and
that should it be needed, suitable additional or alternative space will
be available to accommodate our operations.

ITEM 3. LEGAL PROCEEDINGS

We are a party to various legal actions and government investigations,
and similar or other actions could be brought against us in the future.
The most significant of these matters are described below.

Legal Proceedings Described in Note 14 --Commitments and Contingencies
to Our Consolidated Financial Statements

Note 14 --Commitments and Contingencies to our consolidated financial
statements for the year ended December 1, 2022 contained in this Annual
Report on Form 10-K includes information on legal proceedings that
constitute material contingencies for financial reporting purposes that
could have a material adverse effect on our consolidated financial
position, liquidity or results of operations if they were resolved in a
manner that is adverse to us. This item should be read in conjunction
with Note 14 for information regarding the following material legal
proceedings, which information is incorporated into this item by
reference:

•Driver Classification

•State Unemployment Taxes

Legal Proceedings That Are Not Described in Note 14 --Commitments and
Contingencies to Our Consolidated Financial Statements

In addition to the matters that are identified in Note 14 --Commitments
and Contingencies to our consolidated financial statements for the year
ended December 1, 2022 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.

*Australia Class Actions*

In May 2019, an Australian law firm filed a class action in the Supreme
Court of Victoria, Australia, against us and certain of our
subsidiaries, on behalf of certain participants in the taxi, hire-car,
and limousine industries. The plaintiff alleges that the Uber entities
conspired to injure the group members during the

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period 2014 to 2017 by
either directly breaching transport legislation or commissioning
offenses against transport legislation by UberX Drivers in Australia.
The claim alleges, in effect, that these operations caused loss and
damage to the class representative and class members, including lost
income and decreased value of certain taxi licenses. In March, April and
October 2020, the same Australian law firm filed four additional class
action lawsuits alleging the same claim. We deny these allegations and
intend to continue to vigorously defend against the lawsuits. A trial
has been scheduled to commence in February 2024.

*Other Legal Proceedings*

While it is not possible to determine the outcome of the legal actions,
investigations, and proceedings brought against us, we believe that,
except for the matters described above, the resolution of all such
matters will not have a material adverse effect on our consolidated
financial position or liquidity, but could be material to our
consolidated results of operations in any one accounting period. We are
currently involved in, and may in the future be involved in, legal
proceedings, litigation, claims, and government investigations inthe
ordinary course of business. In addition, the nature of our business
exposes us to claims related to the classification of Drivers and the
compliance of our business with applicable law. This risk is enhanced in
certain jurisdictions outside

45

the United States where we may be less protected under local laws than
we are in the United States. Although the results of the legal
proceedings, claims, and government investigations in which we are
involved cannot be predicted with certainty, we do not believe that the
final outcome of these matters is reasonably likely to have a material
adverse effect on our business, financial condition, or operating
results. Regardless of final outcomes, however, any such legal
proceedings, claims, and government investigations may nonetheless
impose a significant burden on management and employees and may come
with costly defense costs or unfavorable preliminary and interim
rulings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT' COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock

Our common stock has been listed on the New York St

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ock Exchange ("YSE"
under the symbol "BER"since May 0, 2019. Prior to that date, there was
no public trading market for our common stock.

Holders of our Common Stock

As of February 5, 2023, there were ,457 holders of record of our common
stock. The actual number of stockholders is greater than this number of
record holders and includes stockholders who are beneficial owners but
whose shares are held in street name by brokers and other nominees.

Dividend Policy

We have never declared or paid cash dividends on our capital stock. We
intend to retain all available funds and future earnings, if any, to
fund the development and expansion of our business, and we do not
anticipate declaring or paying any cash dividends in the foreseeable
future. The terms of certain of our outstanding debt instruments
restrict our ability to pay dividends or make distributions on our
common stock, and we may enter into credit agreements or other borrowing
arrangements in the future that will restrict our ability to declare or
pay cash dividends or make distributions on our capital stock. Any
future determination regarding the declaration and payment of dividends,
if any, will be at the discretion of our board of directors and will
depend on then-existing conditions, including our financial condition,
operating results, contractual restrictions, capital requirements,
business prospects, and other factors our board of directors may deem
relevant.

Unregistered Sales of Equity Securities and Use of Proceeds

*Unregistered Sales of Equity Securities*

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.

Performance Graph

*This performance graph shall not be deemed "oliciting material"or to be
"iled"with the SEC for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities under that Section, and shall not
be deemed to be incorporated by reference into any filing of Uber
Technologies, Inc. under the ecurities Act, or the xchange Act.*

The following graph compares the cumulative total return to stockholders
on our common stock relative to the cumulative total returns of the
Standard & Poor' 500 Index, ("&P 500", and the S

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&P 500 Information
Technology Sector ndex ("&P 500 IT". 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 0, 2019, the date our common stock
began trading on the NYSE, and its relative performance is tracked
through December 1, 2022. The returns shown are based on historical
results and are not intended to suggest future performance.

46

![image](3e9320f43e5550bd3269f9901bd0bbe9ae470327.jpg){width="6.75in"
height="3.58125in"}

ITEM 6. \[RESERVED\]

ITEM 7. MANAGEMENT' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

*The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our
consolidated financial statements and the related notes included n Part
II, Item 8, "inancial Statements and Supplementary Data,"of this Annual
Report on Form 10-K*. *We have elected to omit discussion on the
earliest of the three years covered by the consolidated financial
statements presented. Refer to Item 7. Management\'s Discussion and
Analysis of Financial Condition and Results of Operations located in our
Annual Report on Form10-K for the year ended December 31, 2021, filed
on February 24, 2022, for reference to discussion of the fiscal year
ended December 31, 2020, the earliest of the three fiscal years
presented.*

*In addition to our historical consolidated financial information, the
following discussion contains forward-looking statements that reflect
our plans, estimates, and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. You
should review the sections titled "pecial Note Regarding Forward-Looking
Statements"for a discussion of forward-looking statements and in Part I,
Item 1A, "isk Factors" for a discussion of factors that could cause
actual results to differ materially from the results described in or
implied by the forward-looking statements contained in the following
discussion and analysis and elsewhere in this Annual Report on Form
10-K.*

Overview

We are a technology platform that uses a massive network, leading
technology, operational excellence, and product expertise to power
movement from point A to point B. We develop and operate proprietary
technology applications supporting a variety of offerings on our
platform. We connect

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consumers with providers of ride services,
merchants as well as delivery service providers for meal preparation,
grocery and other delivery services. Uber also connects consumers with
public transportation networks. We use this same network, technology,
operational excellence, and product expertise to connect Shippers with
Carriers in the freight industry by providing Carriers with the ability
to book a shipment, transportation management and other logistics
services. We are also developing technologies designed to provide new
solutions to everyday problems.

*Driver Classification Developments*

The classification of Drivers is currently being challenged in courts,
by legislators and by government agencies in the United States and
abroad. We are involved in numerous legal proceedings globally,
including putative class and collective class action lawsuits, demands
for arbitration, charges and claims before administrative agencies, and
investigations or audits by labor, social security, and tax authorities
that claim that Drivers should be treated as our employees (or as
workers or quasi-employees where those statuses exist), rather than as
independent contractors. Of particular note are proceedings in
California, where on May 5, 2020, the California Attorney General, in
conjunction with the city attorneys for San Francisco, Los Angeles and
San Diego, filed a complaint in San Francisco Superior Court (the "ourt"
against Uber and Lyft, Inc., alleging that drivers are misclassified,
and sought an injunction and monetary damages related to the alleged
competitive advantage caused by the alleged misclassification of
drivers.

47

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' preliminary injunction was granted in April 2021, that
litigation remains pending, and we also may face li

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ability 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.

To comply with Proposition 22, we have incurred and expect to incur
additional expenses, including expenses associated with a guaranteed
minimum earnings floor for Drivers, insurance for injury protection and
subsidies for health care. We do not expect these changes will have a
material impact on our business, results of operations, financial
position, or cash flows.

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 ("K"
Employment Tribunal against us asserting that they should be classified
as "orkers"(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
"orker"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 leas

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t 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.

If, as a result of legislation or judicial decisions, we are required to
classify Drivers as employees, workers or quasi-employees where those
statuses exist, 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.
Additionally, we may not have adequate Driver supply as Drivers may opt
out of our platform given the loss of flexibility under an employment
model, and we may not be able to hire a majority of the Drivers
currently using our platform. Any of these events could negatively
impact our business, result of operations, financial position, and cash
flows.

For a discussion of risk factors related to how misclassification
challenges may impact our business, result of operations, financial
position and operating condition and cash flows, see the risk factor
titled "Our business would be adversely affected if Drivers were
classified as employees, workers or quasi-employees"included in Part I,
Item 1A, "isk Factors" and Note 14 --Commitments and Contingencies to
our consolidated financial statements included in Part II, Item 8,
"inancial Statements and

uber.txt

Supplementary Data,"of this Annual Report on
Form 10-K.

In addition, if we are required to classify Drivers as employees, this
may impact our current financial statement presentation including
revenue, cost of revenue, incentives and promotions as further described
in Note 1 --Description of Business and Summary of Significant
Accounting Policies in the notes to the consolidated financial
statements included in Part II, Item 8, "inancial Statements and
Supplementary Data,"and the section titled "ritical Accounting
Estimates"in Part II, Item 7, of this Annual Report on Form 10-K.

48

Financial and Operational Highlights

  --------------------------------------------------------- -- ------------------------- --------- ------- -- ----------------------- ---------- ----------------------- -- ------ ---- -- ----- ---- -- -- -- -- -- -- -- -- -- -- -- --

                                                               Year Ended December 31,Constant Currency (1)
  *(In millions, except percentages)*                          2021                                2022       2021 to 2022 % Change              2021 to 2022 % Change
  Monthly Active Platform Consumers ("APCs" (2), (3)           118                                 131        11                      \%
  Trips (2)                                                    6,368                               7,642      20                      \%
  Gross Bookings (2)                                           \$                        90,415               \$                      115,395                               28     \%      33    \%
  Revenue                                                      \$                        17,455               \$                      31,877

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83     \%      90    \%
  Net loss attributable to Uber Technologies, Inc. (4)         \$                        \(496\)              \$                      (9,141)                               \*\*
  Mobility Adjusted EBITDA                                     \$                        1,596                \$                      3,299                                 107    \%
  Delivery Adjusted EBITDA                                     \$                        \(348\)              \$                      551                                   \*\*
  Adjusted EBITDA (1), (2)                                     \$                        \(774\)              \$                      1,713                                 \*\*Net cash provided by (used in) operating activities (5)      \$                        \(445\)              \$                      642                                   \*\*
  Free cash flow (1), (5)                                      \$                        \(743\)              \$                      390                                   \*\*

  --------------------------------------------------------- -- ------------------------- --------- ------- -- ----------------------- ---------- ----------------------- -- ------ ---- -- ----- ---- -- -- -- -- -- -- -- -- -- -- -- --

\(1\) See the section titled "econciliations of Non-GAAP Financial
Measures"for more information and reconciliations to the most directly
comparable GAAP financial measure.

\(2\) See the section titled "ertain Key Metrics and Non-GAAP Financial
Measures"below for more information.

\(3\) MAPCs presented for annual periods are MAPCs for the fourth
quarter of the year.

\(4\) 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 illion cash inflow
related to a legacy auto insurance transfer. For additional information
on the legacy auto insurance transfer, refer to Note 1 --Description of
Business and Summary of Significant Accounting Policies to our
consolidated financial statements included in Part II, Item 8, "inancial
Statements and Supplementary Data,"of this Annual Report on Form 10-K as
well as the section titled "iquidity and Capital Resources"for more
information.

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

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of
2022. For additional information on this matter, refer to Note 14
--Commitments and Contingencies to our consolidated financial statements
included in Part II, Item 8, "inancial Statements and Supplementary
Data,"of this Annual Report on Form 10-K as well as the section titled
"iquidity and Capital Resources"

\*\* Percentage not meaningful.

Highlights for 2022

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

Overall Gross Bookings increased by \$25.0 billion in 2022, up 28%, or
33% on a constant currency basis, compared to 2021. Mobility Gross
Bookings grew 48% year-over-year, on a constant currency basis,
primarily due to increases in Trip volumes as the business recovers from
the impacts of the coronavirus pandemic ("OVID-19". Delivery Gross
Bookings grew 14% year-over-year, on a constant currency basis,
primarily driven by growth in the US & Canada. Freight Gross Bookings
grew 226% year-over-year, on a constant currency basis, primarily
attributable to the acquisition of Tupelo Parent, Inc. ("ransplace" in
the fourth quarter of 2021.

Revenue was \$31.9 billion,or up 83% year-over-year. Revenue growth
outpaced Gross Bookings growth primarily due to a \$4.8 illion increase
in our Freight business primarily due to the acquisition of Transplace
during the fourth quarter of 2021, the net favorable impact to Mobility
revenue of \$3.9 billion as a result of business model changes in the UK
and accruals made for the resolution of historical claims in the UK
relating to the classification of drivers, and an \$892 million increase
in Delivery revenue resulting from an increase in certain Courier
payments and incentives that are recorded in cost of revenue, exclusive
of depreciation and amortization, for certain markets where we are
primarily responsible for Delivery services and pay Couriers for
services provided.

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

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s on our Didi investment, a \$747
million change of fair value on our Zomato investment, as well as a

49

\$142 million net unrealized loss on other investments. Net loss
attributable to Uber Technologies, Inc. also included \$1.8 billion of
stock-based compensation expense.

Adjusted EBITDA was \$1.7 billion, growing \$2.5 billion compared to
2021. Mobility Adjusted EBITDA profit was \$3.3 billion, up \$1.7
billion compared to 2021. Delivery Adjusted EBITDA profit was \$551
million, up \$899 million from Delivery Adjusted EBITDA loss of \$348
million in 2021.

We ended the year with \$4.3 billion in unrestricted cash, cash
equivalents and short-term investments.

*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
othermeasures 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 "eave at
door"delivery options for Delivery offerings. We also responded to
COVID-19 by launching new, or expanding existing, services or features
on an expedited basis, particularly those related to delivery of food
and other goods.

Furthermore, we have experienced, and may continue to experience, Driver
supply constraints. For a discussion of the potential impacts of
COVID-19 on our business, results of operations, financial position, and
cash flows refer to Part I, Item 1A, "isk Factors"in this Annual Report
on Form 10-K.

Components of Results of Operations

*Revenue*

We generate substantially all of our revenue from fees paid by Drivers
and Merchants for use of our platform. We have concluded that we are an
agent in these arrangements as we arrange for other parties to provide
the service to the end-user. Under this model, revenue is net of Driver
and Merchant earnings and Driver incentives. We act as an agent in these
transactions by connecting consumers to Drivers and Merchants to
facilita

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te a Trip, meal or grocery delivery service.

In 2022, we modified our arrangements in certain markets and, as a
result, concluded we are responsible for the provision of Mobility
services to end-users in those markets. We have determined that in these
transactions, end-users are our customers and our sole performance
obligation in the transaction is to provide transportation services to
the end-user. We recognize revenue when a trip is complete. In these
markets where we are responsible for Mobility services, we present
revenue from end-users on a gross basis, as we control the service
provided by Drivers to end-users, while payments to Drivers in exchange
for Mobility services are recognized in cost of revenue, exclusive of
depreciation and amortization.

For additional discussion related to our revenue, see the section titled
"anagement' Discussion and Analysis of Financial Condition and Results
of Operations - Critical Accounting Estimates - Revenue
Recognition,""ote 1 --Description of Business and Summary of Significant
Accounting Policies - Revenue Recognition,"and "ote 2 --Revenue"to our
consolidated financial statements included in Part II, Item 8, "inancial
Statements andSupplementary Data,"of this Annual Report on Form 10-K.

*Cost of Revenue, Exclusive of Depreciation and Amortization*

Cost of revenue, exclusive of depreciation and amortization, primarily
consists of certain insurance costs related to our Mobility and Delivery
offerings, credit card processing fees, bank fees, data center and
networking expenses, mobile device and service costs, costs incurred
with Carriers for Uber Freight transportation services, amounts related
to fare chargebacks and other credit card 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.

We expect that cost of revenue, exclusive of depreciation and
amortization, will fluctuate on an absolute dollar basis for the
foreseeable future in line with Trip volume changes on the platform. As
Trips increase or decrease, we expect related changes for insurance
costs, credit card processing fees, hosting and co-located data center
expenses, maps license fees, and other cost of revenue, exclusive of
depreciation and amortization.

*Operations and Support*

Operations and support expen

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ses primarily consist of compensation
expenses, including stock-based compensation, for employees that support
operations in cities, including the general managers, Driver operations,
platform user support representatives and community managers. Also
included is the cost of customer support, Driver background checks and
the allocation of certain corporate costs.

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

50

*Sales and Marketing*

Sales and marketing expenses primarily consist of compensation costs,
including stock-based compensation to sales and marketing employees,
advertising costs, product marketing costs and discounts, loyalty
programs, promotions, refunds, and credits provided to end-users who are
not customers, and the allocation of certain corporate costs. We expense
advertising and other promotional expenditures as incurred.

As our business recovers from the impacts of COVID-19, we would
anticipate sales and marketing expenses to 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.

*Research and Development*

Research and development expenses primarily consist of compensation
costs, including stock-based compensation, for employees in engineering,
design and product development. Expenses 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
ongoing improvements to, and maintenance of, existing products and
services, and allocation of certain corporate costs. We expense
substantially all research and development expenses as incurred.

We 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 programs, offset by a decrease in investments in our ATG and
Other Technology Programs subsequent to the sale of our ATG Business in
2021.

*General and Administrative*

G

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eneral and administrative expenses primarily consist of compensation
costs, including stock-based compensation, for executive management and
administrative employees, including finance and accounting, human
resources, policy and communications, legal, and certain impairment
charges, as well as allocation of certain corporate costs, occupancy,
and general corporate insurance costs. General and administrative
expenses also include certain legal settlements.

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

*Depreciation and Amortization*

Depreciation and amortization expenses primarily consist of depreciation
on buildings, site improvements, computer and network equipment,
software, leasehold improvements, furniture and fixtures, and
amortization of intangible assets. Depreciation includes expenses
associated with buildings, site improvements, computer and network
equipment, leased vehicles, and furniture, fixtures, as well as
leasehold improvements. Amortization includes expenses associated with
our capitalized internal-use software and acquired intangible assets.

*Interest Expense*

Interest expense consists primarily of interest expense associated with
our outstanding debt, including accretion of debt discount. For
additional detail related to our debt obligations, see "ote 8
--Long-Term Debt and Revolving Credit Arrangements"to our consolidated
financial statements included in Part II, Item 8, "inancial Statements
and Supplementary Data,"of this Annual Report on Form 10-K.

*Other Income (Expense), Net*

Other income (expense), net primarily includes the following items:

•Interest income, which consists primarily of interest earned on our
cash and cash equivalents and restricted cash and cash equivalents.

•Foreign currency exchange gains (losses), net, which consist primarily
of remeasurement of transactions and monetary assets and liabilities
denominated in currencies other than the functional currency at the end
of the period.

•Gain on business divestitures, net.

•Gain from sale of investments, which consists primarily of gain from
the sale of our entire equity int

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erest in the Yandex Self Driving Group
B.V. ("DG", and the derecognition of our entire equity interest in the
Demerged Businesses in 2021. For additional information, see "ote 4 -
Equity Method Investments"to our consolidated financial statements
included in Part II, Item 8, "inancial Statements and Supplementary
Data,"of this Annual Report on Form 10-K.

•Unrealized gain (loss) on debt and equity securities, net, which
consists primarily of gains (losses) from fair value adjustments
relating to our marketable and non-marketable securities.

51

•Impairment of equity method investment.

•Revaluation of MLU B.V. call option, which represents changes in fair
value recorded on the call option granted to Yandex ("LU B.V. Call
Option".

•Other, net.

*Provision for (Benefit from) Income Taxes*

We are subject to income taxes in the United States and foreign
jurisdictions in which we do business. These foreign jurisdictions have
different statutory tax rates than those in the United States.
Additionally, certain of our foreign earnings may also be taxable in the
United States. Accordingly, our effective tax rate will vary depending
on the relative proportion of foreign to domestic income, changes in the
valuation allowance on our U.S. and Netherlands\' deferred tax assets,
and changes in tax laws.

*Equity Method Investments*

Equity method investments primarily includes the results of our share of
income or loss from our Yandex.Taxi joint venture.

Results of Operations

The following table summarizes our consolidated statements of operations
for each of the periods presented (in millions):

  ------------------------------------------------------------------------------------ -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

                                                                                Year Ended December 31,
                                                                                2021                                2022

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Revenue                                                                                \$                        17,455                     \$   31,877
  Costs and expenses
  Cost of revenue, exclusive of depreciation and amortization shown separately below      9,351                                      19,659
  Operations and support                                                                  1,877                                      2,413
  Sales and marketing                                                                     4,789                                      4,756
  Research and development                                                                2,054                                      2,798
  General and administrative2,316                                      3,136
  Depreciation and amortization                                                           902                                        947
  Total costs and expenses                                                                21,289                                     33,709
  Loss from operations                                                                    (3,834)                                    (1,832)
  Interest expense                                                                        \(483\)                                    \(565\)
  Other income (expense), net                                                             3,292                                      (7,029)
  Loss before income taxes and income (loss) from equity method investments               (1,025)                                    (9,426)Provision for (benefit from) income taxes                                               \(492\)                                    \(181\)
  Income (loss) from equity method investments                                            \(37\)                                     107
  Net loss including non-controlling interests                                            \(570\)                                    (9,138)
  Less: net income (loss) attributable to non-controlling interests, net of tax           \(74\)                                     3
  Net loss attributable to Uber Technologies, Inc.                                        \$                        \(496\)                    \$   (9,141)
  ------------------------------------------------------------------------------------ -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

52

The following table sets forth the components of our consolidated
statements of operations for each of the periods presented as a

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percentage of revenue (1):

  ------------------------------------------------------------------------------------ -- ------------------------- ---- ------ -------- ---- -- -- -- -- -- -- -- --

                                                                                Year Ended December 31,
                                                                                2021                           2022

  Revenue                                                                                100                       \%          100      \%
  Costs and expenses
  Cost of revenue, exclusive of depreciation and amortization shown separately below      54                        \%          62       \%
  Operations and support                                                                  11                        \%          8        \%
  Sales and marketing                                                                     27                        \%          15       \%
  Research and development                                                                12                        \%          9        \%
  General and administrative                                                              13                        \%          10       \%
  Depreciation and amortization                                                           5                         \%          3        \%
  Total costs and expenses                                                                122                       \%          106      \%
  Loss from operations\(22\)                    \%          \(6\)    \%
  Interest expense                                                                        \(3\)                     \%          \(2\)    \%
  Other income (expense), net                                                             19                        \%          \(22\)   \%
  Loss before income taxes and income (loss) from equity method investments               \(6\)                     \%          \(30\)   \%
  Provision for (benefit from) income taxes                                               \(3\)                     \%          \(1\)    \%
  Income (loss) from equity method investments                                            ---                       \%          ---      \%
  Net loss including non-controlling interests                                            \(3\)                     \%          \(29\)   \%
  Less: net income (loss) attributable to non-controlling interests, net of tax           ---                       \%

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---      \%
  Net loss attributable to Uber Technologies, Inc.                                        \(3\)                     \%          \(29\)   \%
  ------------------------------------------------------------------------------------ -- ------------------------- ---- ------ -------- ---- -- -- -- -- -- -- -- --

\(1\) Totals of percentage of revenues may not foot due to rounding.

*Comparison of the Years Ended December 31, 2021 and 2022*

*Revenue*

  ------------------------------------- -- ------------------------- --------- ----------------------- -- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,             2021 to 2022 % Change
  *(In millions, except percentages)*      2021                                2022Revenue                                  \$                        17,455                               \$   31,877          83    \%
  ------------------------------------- -- ------------------------- --------- ----------------------- -- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022* *Compared to 2021*

Revenue increased \$14.4 billion, or 83%, primarily attributable to an
increase in Gross Bookings of 28%, or 33% on a constant currency basis.
The increase in Gross Bookings was primarily driven by increases in
Mobility Trip volumes as the business recovers from the impacts of
COVID-19 and a \$4.8 billion increase in Freight Gross Bookings
resulting primarily from the acquisition of Transplace in the fourth
quarter of 2021. Additionally, we saw a \$3.9 billion net increase in
Mobility revenue as a result of business model changes in the UK and
accruals made for the resolution of historical claims in the UK relating
to the classification of drivers. We also saw an \$892 million increase
in Delivery revenue r

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esulting 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.

*Cost of Revenue, Exclusive of Depreciation and Amortization*

  ------------------------------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- --------- -- -- ------ ---- -- -- -- -- -- -- -- -- --

                                                                   Year Ended December 31,            2021 to 2022 % Change
  *(In millions, except percentages)*                              2021                               2022Cost of revenue, exclusive of depreciation and amortization      \$                        9,351                                  \$   19,659          110    \%
  Percentage of revenue                                            54                        \%                               62    \%
  ------------------------------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- --------- -- -- ------ ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Cost of revenue, exclusive of depreciation and amortization, increased
\$10.3 billion, or 110%, mainly due to a \$3.3 billion increase in
Freight Carrier payments resulting from the acquisition of Transplace in
the fourth quarter of 2021, a \$2.7 billion increase in Mobility Driver
payments and incentives that are recorded in cost of revenue, exclusive
of depreciation and amortization, as a result of business model changes
in the UK, a \$1.4 billion increase in insurance expense primarily due
to an increase in mi

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les driven in our

53

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

*Operations and Support*

  ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,            2021 to 2022 % Change
  *(In millions, except percentages)*      2021                               2022

  Operations and support                   \$                        1,877\$   2,413          29    \%
  Percentage of revenue                    11                        \%                               8    \%
  ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Operations and support expenses increased \$536 million, or 29%,
primarily attributable to a \$336 million increase in employee headcount
costs, a \$114 million increase in external contractor expenses, and a
\$15 million increase in stock-based compensation.

*Sales and Marketing*

  ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ------- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,            2021 to 2022 % Change

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*(In millions, except percentages)*      2021                               2022

  Sales and marketing                      \$                        4,789                                  \$   4,756          \(1\)   \%
  Percentage of revenue                    27                        \%                               15    \%
  ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ------- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Sales and marketing expenses decreased \$33 million, or 1%, primarily
attributable to a \$227 million decrease in consumer discounts, rider
facing loyalty expense, promotions, credits and refunds to \$2.2 billion
compared to \$2.4 billion in 2021, partially offset by a \$152 million
increase in employee headcount costs, a \$25 millionincrease in
indirect advertising and marketing, and an \$19 million increase in
stock-based compensation.

*Research and Development*

  ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,            2021 to 2022 % Change
  *(In millions, except percentages)*      2021                               2022

  Research and development                 \$                        2,054                                 \$   2,798          36    \%
  Percentage of revenue                    12                        \%

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9    \%
  ------------------------------------- -- ------------------------- -------- ----------------------- ---- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

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

*General and Administrative*

  ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,            2021 to 2022 % Change
  *(In millions, except percentages)*      2021                               2022General and administrative               \$                        2,316                                  \$   3,136          35    \%
  Percentage of revenue                    13                        \%                               10    \%
  ------------------------------------- -- ------------------------- -------- ----------------------- ----- ---- -------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

General and administrative expenses increased \$820 million, or 35%,
primarily attributable to a \$661 million increase in legal, tax, and
regulatory reserve changes and settlements and a \$145 million increase
to stock-based compensation.

*Depreciation and Amortization*

  ------------------------------------- -- ------------------------- ------ ----------------------- ---- ---- ------ -- -- ---- ---- -- -- -- -- -- -- -- -- --

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Year Ended December 31,          2021 to 2022 % Change
  *(In millions, except percentages)*      2021                             2022

  Depreciation and amortization            \$                        902                                 \$   947          5    \%
  Percentage of revenue                    5                         \%                             3    \%
  ------------------------------------- -- ------------------------- ------ ----------------------- ---- ---- ------ -- -- ---- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Depreciation and amortization expenses increased \$45 million, or 5%,
primarily attributable to \$93 million in additional amortization
expenses primarily related to Transplace and Drizly intangible assets,
partially offset by a \$48 million decrease in

54

depreciation primarily due to fixed assets that fully depreciated in
2021.

*Interest Expense*

  ------------------------------------- -- ------------------------- --------- ----------------------- ------- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,             2021 to 2022 % Change
  *(In millions, except percentages)*      2021                                2022

  Interest expense                         \$                        \(483\)                                   \$   \(565\)         17    \%
  Percentage of r

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evenue                    \(3\)                     \%                                \(2\)   \%
  ------------------------------------- -- ------------------------- --------- ----------------------- ------- ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Interest expense increased by \$82 million, or 17%, primarily
attributable to a \$43 million increase in interest expense resulting
from the issuance of our \$1.5 billion 2029 Senior Notes in August 2021
and \$41 million increase in interest expense on our term loans due to
higher LIBOR rate.

*Other Income (Expense), Net*

Year Ended December 31,

2021 to 2022

% Change

</

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td>

(In millions, except percentages)

2021

2022

Interest income

$

37

$

139

276

%

Foreign currency exchange gains (losses), net

(67)

(147)

(119)

%

<t

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r class="odd">

Gain on business divestitures, net

1,684

14

(99)

%

Gain from sale of investments

413

—

(100)

%

Unrealized gain (loss) on debt and equity securities,
net

1,142

(7,045)

**

Impairment of equity method investment

—

(182)

(100)

%

uber.txt

Revaluation of MLU B.V. call option

—

191

100

%

Other, net

83

1

(99)

%

Other income (expense), net

$

3,292

$

(7,029)

**

Percentage of revenue

19

%

(22)

%

</td

uber.txt

>

\*\* Percentage not meaningful.

*2022 Compared to 2021*

Interest income increased by \$102 million or 276% primarily
attributable to Federal interest rate increases and increasing
investment allocation fixed income instruments.

Gain on business divestitures, net decreased by \$1.7 billion due to
primarily due to a \$1.6 billion gain on the sale of our ATG Business to
Aurora recognized in the first quarter of 2021. For additional
information, see Note 18 --Divestitures included in Part II, Item 8,
"inancial Statements and Supplementary Data,"of this Annual Report on
Form 10-K.

Gain from sale of investments decreased by \$413 million primarily due
to the sale to Yandex of our (i) 4.5% equity interest in MLU B.V., (ii)
our entire equity interest in Yandex Self Driving Group B.V. and (iii)
all of our equity interest in the Demerged Businesses. For additional
information, see Note 4 - Equity Method Investments included in Part II,
Item 8, "inancial Statements and Supplementary Data,"of this Annual
Report on Form 10-K.

Unrealized gain (loss) on debt and equity securit

uber.txt

ies, net decreased by
\$8.2 billion primarily due to a \$3.0 billion net unrealized loss on
our Aurora investment, a \$2.1 billion net unrealized loss on our Grab
Investment, a \$1.0 billion net unrealized loss on our Didi investment,
a \$747 million change of fair value on our Zomato investment, as well
as a \$142 million net unrealized loss on other investments. For
additional information, see Note 3 --Investments and Fair Value
Measurement included in Part II, Item 8, "inancial Statements and
Supplementary Data,"of this Annual Report on Form 10-K.

Impairment of equity method investment represents a \$182 million
impairment loss recorded on our MLU B.V. equity method investment. For
additional information, see Note 4 - Equity Method Investments included
in Part II, Item 8, "inancial Statements and Supplementary Data,"of this
Annual Report on Form 10-K.

Revaluation of MLU B.V. call option represents a \$191 million net gain
for the change in fair value of the call option granted to Yandex ("LU
B.V. Call Option". For additional information, see Note 4 - Equity
Method Investments included in Part II, Item 8, "inancial Statements and
Supplementary Data,"of this Annual Report on Form 10-K.

55

*Provision for (Benefit from) Income Taxes*

  ------------------------------------------- -- ------------------------- --------- ----------------------- ------ ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

                                                 Year Ended December 31,             2021 to 2022 % Change
  *(In millions, except percentages)*            2021                                2022

  Provision for (benefit from) income taxes      \$                        \(492\)                                  \$   \(181\)         63    \%
  Effective tax rate                             48.0                      \%

uber.txt

1.9    \%
  ------------------------------------------- -- ------------------------- --------- ----------------------- ------ ---- --------- -- -- ----- ---- -- -- -- -- -- -- -- -- --

*2022 Compared to 2021*

Provision for (benefit from) income taxes decreased by \$311 illion
primarily due to the deferred China and U.S. tax impact related to our
investment in Didi, the deferred U.S. tax impact related to the
acquisitions recognized in 2021, offset by the deferred U.S. tax impact
related to our investments in Aurora, Grab, and Zomato.

*Income (Loss) from Equity Method Investments*

  ---------------------------------------------- -- ------------------------- -------- ----------------------- ------ ---- ------ -- -- ------ -- -- -- -- -- -- -- -- -- --

                                                    Year Ended December 31,            2021 to 2022 % Change
  *(In millions, except percentages)*               2021                               2022

  Income (loss) from equity method investments      \$                        \(37\)                                  \$   107          \*\*
  Percentage of revenue                             ---                       \%                               ---    \%
  ---------------------------------------------- -- ------------------------- -------- ----------------------- ------ ---- ------ -- -- ------ -- -- -- -- -- -- -- -- -- --

\*\* Percentage not meaningful.

*2022 Compared to 2021*

Income (loss) from equity method investments increased by \$144 million
due to an increase in our portion of the net income from our Yandex.Taxi
joint venture.

Segment Results of Operations

We operate our business as three operating and reportable segments:
Mobility, Delivery, and Freight. For additional informati

uber.txt

on about our
segments, see Note 13 --Segment Information and Geographic Information
in the notes to the consolidated financial statements included in Part
II, Item 8, "inancial Statements and Supplementary Data,"of this Annual
Report on Form 10-K.

*Revenue*

  ------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- --------- --------- ---- ------ ---- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,             2021 to 2022 % Change
  *(In millions, except percentages)*      2021                                2022

  Mobility\$                        6,953                                       \$   14,029                   102    \%
  Delivery                                 8,362                                                       10,901                   30        \%
  Freight                                  2,132                                                       6,947                    226       \%
  All Other (1)                            8                                                           ---                      \(100\)   \%
  Total revenue                            \$                        17,455                                      \$   31,877                   83     \%
  ------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- --------- --------- ---- ------ ---- -- -- -- -- -- -- -- -- --

\(1\) Includes historical results of ATG and Other Technology Programs
and New Mobility. Refer to Note 13 --Segment Information and Geographic
Informationand Note 18 --Divestitures for further information.

*Segment Adjusted EBITDA*

Segment Adjusted EBITDA is defined as revenue less the following
expenses: cost of revenue, exclusive of depreciation and amortization,
operations and support, sales and marketing, and general and
administrative and research and development expenses associated with our
segments. Segment adjusted EBITDA also excludes non-cash items, certain
transactions that are not indicative of ongoing segment operating
performance and/or items that management does not believe are reflective
of our ongoing core operations. For additional information, see Note 13
--Segment Information and Geographic Information to our consolidated
financial statements included in Part II, Item 8, "inancial Statements
and Supplementary Data,"of this Annual Report on Form 10-K.

56

  ----------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- -------- -------- ---- ------ ---- -- -- -- -- -- -- -- -- --

uber.txt

Year Ended December 31,             2021 to 2022 % Change
  *(In millions, except percentages)*          2021                                2022

  Mobility                                     \$                        1,596                                       \$   3,299                  107    \%
  Delivery                                     \(348\)                                                     551                     \*\*
  Freight                                      \(130\)                                                     ---                     100      \%
  All Other (1)                                \(11\)---                     100      \%
  Corporate G&A and Platform R&D (2), (3)      (1,881)                                                     (2,137)                 \(14\)   \%
  Adjusted EBITDA (4)                          \$                        \(774\)                                     \$   1,713                  \*\*
  ----------------------------------------- -- ------------------------- --------- ----------------------- --------- ---- -------- -------- ---- ------ ---- -- -- -- -- -- -- -- -- --

\(1\) Includes historical results of ATG and Other Technology Programs
and New Mobility. Refer to Note 13 --Segment Information and Geographic
Information and Note 18 --Divestitures for further information regarding
the sale of our ATG Business.

\(2\) Excluding stock-based compensation expense.

\(3\) Includes costs that are not directly attributable to our
reportable segments. Corporate G&A also includes certain shared costs
such as finance, accounting, tax, human resources, information
technology and legal costs. Platform R&D also includes mapping and
payment tech

uber.txt

nologies and support and development of the internal
technology infrastructure. Our allocation methodology is periodically
evaluated and may change.

\(4\) See the section titled "econciliations of Non-GAAP Financial
Measures"for more information and reconciliations to the most directly
comparable GAAP financial measure.

\*\* Percentage not meaningful.

Mobility Segment

For the year ended December 31, 2022 compared to the same period in
2021, Mobility revenue increased \$7.1 billion, or 102% and Mobility
adjusted EBITDA profit increased \$1.7 billion, or 107%.

Mobility revenue increased primarily attributable to an increase in
Mobility Gross Bookings due to increases in Trip volumes as the business
recovers from the impacts of COVID-19. Mobility revenue also had a net
increase of \$3.9 billion from business model changes in the UK and
accruals made for the resolution of historical claims in the UK relating
to the classification of drivers.

Mobility adjusted EBITDA profit increased primarily attributable to an
increase in Mobility revenue, partially offset by a \$1.4 billion
increase in insurance expense as a result of an increase in miles driven
and a \$298 million increase incredit card processing costs.

Delivery Segment

For the year ended December 31, 2022 compared to the same period in
2021, Delivery revenue increased \$2.5 billion, or 30% and Delivery
adjusted EBITDA grew \$899 million, or 258%.

Delivery revenue increased primarily attributable to an increase in
Delivery Gross Bookings of 14%, on a constant currency basis, driven by
an increase in food delivery orders and higher basket sizes. Delivery
Take Rate improved to 19.5% from 16.2% compared to the same period in
2021 driven by an overall improvement in basket sizes and increase in
orders. Additionally, we saw an \$892 million increase in Delivery
revenue and Take Rate 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.

Delivery Adjusted EBITDA improvement is primarily attributable to an
increase in Delivery revenue, partially offset by (i) a \$1.6 billion
increase in cost of revenue, exclusive of depreciation and amortization,
driven by a \$1.4 billion increase in Courier pa

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yments and incentives
that are recorded in cost of revenue for certain markets where we are
primarily responsible for Delivery services and pay Couriers for
services provided, and (ii) a \$231 million increase in employee
headcount costs.

Freight Segment

For the year ended December 31, 2022 compared to the same period in
2021, Freight revenue increased \$4.8 billion, or 226% and Freight
adjusted EBITDA grew \$130 million, or 100%.

Freight revenue increased primarily attributable to the acquisition of
Transplace in the fourth quarter of 2021. Additionally, the increase in
Freight revenue is also driven by the growth in the number of shippers
and carriers on the network combined with an increase in volumes with
our top Shippers.

Freight adjusted EBITDA improvement is attributable to a \$4.8 billion
improvement in Freight revenue, partially offset by (i) \$4.3 billion of
certain Shipper payments recorded in cost of revenue, exclusive of
depreciation and amortization, mainly due to a \$3.3

57

billion increase in Freight Carrier payments resulting from the
acquisition of Transplace in the fourth quarter of 2021, and (ii) a
\$329 million increase in employee headcount costs.

All Other

For the year ended December 31, 2022 compared to the same period in
2021, All Other revenue decreased \$8 million, or 100% and All Other
adjusted EBITDA grew \$11 million, or 100%.

All Other revenue decreased and All Other adjusted EBITDA grew primarily
due to the favorable impact of the sale of our ATG Business in the first
quarter of 2021.

Certain Key Metrics and Non-GAAP Financial Measures

*Adjusted* *EBITDA and revenue growth rates in constant currency are
non-GAAP financial measures. For more information about how we use these
non-GAAP financial measures in our business, the limitations of these
measures, and reconciliations of these measures to the most directly
comparable GAAP financial measures, see the section titled
"econciliations of Non-GAAP Financial Measures."*

*Monthly Active Platform Consumers.* MAPCs is the number of unique
consumers who completed a Mobility or New Mobility ride or received a
Delivery order on our platform at least once in a given month, averaged
over each month in the quarter. While a unique consumer can use multiple
product offerings on our platform in a given month, that unique consumer
is counted as only one MAPC. We use MAPCs to asse

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ss the adoption of our
platform and frequency of transactions, which are key factors in our
penetration of the countries in which we operate.

![image](bf0b113baf593ca4d7296bc1dab2c1b4cf241869.jpg){width="6.496527777777778in"
height="1.74375in"}

*Trips.* We define Trips as the number of completed consumer Mobility or
New Mobility rides and Delivery orders in a given period. For example,
an UberX Share ride with three paying consumers represents three unique
Trips, whereas an UberX ride with three passengers represents one Trip.
We believe that Trips are a useful metric to measure the scale and usage
of our platform.

![image](3dedd8a370789bf6c9159abd57633ba5a530003c.jpg){width="6.496527777777778in"
height="1.74375in"}

58

*Gross Bookings.* We define Gross Bookings as the total dollar value,
including any applicable taxes, tolls, and fees, of: Mobility rides;
Delivery orders (in each case without any adjustment for consumer
discounts and refunds); Driver and Merchant earnings; Driver incentives
and Freight revenue. Gross Bookings do not include tips earned by
Drivers. Gross Bookings are an indication of the scale of our current
platform, which ultimately impacts revenue.

![image](8bcd2b9c255ebf5f2c846bb34fff7f9a815059ef.jpg){width="6.496527777777778in"
height="2.484027777777778in"}

  ----------------- -- --------- -------- --------- --------- --------- -------- --------- -- --------- --------- --------- -- --------- --------- --------- --------- ---- --------- --------- -- ---- --------- -- -- ---- --------- -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

  *(In millions)*      Q1 2021            Q2 2021             Q3 2021            Q4 2021      Q1 2022             Q2 2022      Q3 2022             Q4 2022

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Mobility             \$        6,773                        \$        8,640                 \$        9,883                  \$        11,340                        \$   10,723                 \$   13,364          \$   13,684          \$   14,894
  Delivery             12,461                       12,912                       12,828                 13,444                 13,903                        13,876                   13,684            14,315
  Freight              302                          348                          402                    1,082                  1,823                         1,838                    1,751             1,540----------------- -- --------- -------- --------- --------- --------- -------- --------- -- --------- --------- --------- -- --------- --------- --------- --------- ---- --------- --------- -- ---- --------- -- -- ---- --------- -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

*Take Rate* is defined as revenue as a percentage of Gross Bookings.

*Adjusted EBITDA.* See the section titled "econciliations of Non-GAAP
Financial Measures"for our definition and a reconciliation of net loss
attributable to Uber Technologies, Inc. to Adjusted EBITDA.

  ------------------------------------- -- ------------------------- --------- ------ -- ----------------------- -------- -- -- ------ -- -- -- -- -- -- -- -- -- --

                                           Year Ended December 31,

uber.txt

*(In millions, except percentages)*      2021                                2022      2021 to 2022 % Change

  Adjusted EBITDA                          \$                        \(774\)             \$                      1,713          \*\*
  ------------------------------------- -- ------------------------- --------- ------ -- ----------------------- -------- -- -- ------ -- -- -- -- -- -- -- -- -- --

\*\* Percentage not meaningful.

*2022 Compared to 2021*

Adjusted EBITDA improved \$2.5 billion, to \$1.7 billion, primarily
attributable to a \$1.7 billion increase in Mobility Adjusted EBITDA, a
\$899 million improvement in Delivery Adjusted EBITDA, as well as a
\$130 million increase in Freight Adjusted EBITDA, partially offset by a
\$256 million increase in Corporate G&A and Platform R&D costs.

Reconciliations of Non-GAAP Financial Measures

We collect and analyze operating and financial data to evaluate the
health of our business and assess our performance. In addition to
revenue, net income (loss), income (loss) from operations, and other
results under GAAP, we use Adjusted EBITDA, revenue growth rates in
constant currency and free cash flow, which are described below, to
evaluate our business. We use these non-GAAP financial measures for
financial and operational decision-making and as a means to evaluate
period-to-period comparisons. We believe that these non-GAAP financial
measures provide meaningful supplemental information regarding our
performance by excluding certain items that may not be indicative of our
recurring core business operating results.

We believe that both management and investors benefit from referring to
these non-GAAP financial measures in assessing our performance and when
planning, forecasting, and analyzing future periods. These non-GAAP
financial measures also facilitate management' internal comparisons to
our historical performance. We believe these non-GAAP financial measures
are useful to investors both because (1) they allow for greater
transparency with respect to key metrics used by management in its
financial and operational decision-mak

uber.txt

ing and (2) they are used by our
institutional investors and the analyst community to help them analyze
the health of our business. Accordingly, we believe that
these on-GAAP inancial measures provide useful information to investors
and others in understanding and evaluating our operating results in the
same manner as our management team and board of directors. Our
calculation of these on-GAAP inancial measures may differ from
similarly-titled on-GAAP easures, if any, reported by our peer

59

companies. These on-GAAP inancial measures should not be considered in
isolation from, or as substitutes for, financial information prepared in
accordance with GAAP.

*Adjusted EBITDA*

We define Adjusted EBITDA as net income (loss), excluding (i) income
(loss) from discontinued operations, net of income taxes, (ii) net
income (loss) attributable to non-controlling interests, net of tax,
(iii) rovision for (benefit from) income taxes, (iv) income (loss) from
equity method investments, (v) interest expense, (vi) other income
(expense), net, (vii) depreciation and amortization, (viii) stock-based
compensation expense, (ix) certain legal, tax, and regulatory reserve
changes and settlements, (x)goodwill and asset impairments/loss on sale
of assets, (xi) acquisition, financing and divestitures related
expenses, (xii) restructuring and related charges and (xiii) other items
not indicative of our ongoing operating performance, including COVID-19
response initiatives related payments for financial assistance to
Drivers personally impacted by COVID-19, the cost of personal protective
equipment distributed to Drivers, Driver reimbursement for their cost of
purchasing personal protective equipment, the costs related to free
rides and food deliveries to healthcare workers, seniors, and others in
need as well as charitable donations.

We have included Adjusted EBITDA in this Annual Report on Form 10-K
because it is a key measure used by our management team to evaluate our
operating performance, generate future operating plans, and make
strategic decisions, including those relating to operating expenses.
Accordingly, we believe that Adjusted EBITDA provides useful information
to investors and others in understanding and evaluating our operating
results in the same manner as our management team and board of
directors. In addition, it provides a useful measure for
period-to-period co

uber.txt

mparisons of our business, as it removes the effect
of certain non-cash expenses and certain variable charges. To help our
board, management and investors assess the impact of COVID-19 on our
results of operations, we are excluding the impacts of COVID-19 response
initiatives related payments for financial assistance to Drivers
personally impacted by COVID-19, the cost of personal protective
equipment distributed to Drivers, Driver reimbursement for their cost of
purchasing personal protective equipment, the costs related to free
rides and food deliveries to healthcare workers, seniors, and others in
need as well as charitable donations from Adjusted EBITDA. Our board and
management find the exclusion of the impact of these COVID-19 response
initiatives from Adjusted EBITDA to be useful because it allows us and
our investors to assess the impact of these response initiatives on our
results of operations.

*COVID-19 Response Initiatives*

To support those whose earning opportunities have been depressed as a
result of COVID-19, as well as communities hit hard by the pandemic, we
have announced and implemented several initiatives, including, in
particular, payments for financial assistance to Drivers personally
impacted by COVID-19, the cost of personal protective equipment
distributed to Drivers, Driver reimbursement for their cost of
purchasing personal protective equipment, the costs related to free
rides and food deliveries to healthcare workers, seniors, and others in
need as well as charitable donations. The payments for financial
assistance to Drivers personally impacted by COVID-19 and Driver
reimbursement for their cost of purchasing personal protective equipment
are recorded as a reduction to revenue. The cost of personal protective
equipment distributed to Drivers, the costs related to free rides and
food deliveries to healthcare workers, seniors, and others in need as
well as charitable donations are recorded as an expense in our costs and
expenses.

*Limitations of Non-GAAP Financial Measures and Adjusted EBITDA
Reconciliation*

Adjusted EBITDA has limitations as a financial measure, should be
considered as supplemental in nature, and is not meant as a substitute
for the related financial information prepared in accordance with GAAP.
These limitations include the following:

•Adjusted EBITDA excludes certain recurring, non-cash charges, such as
dep

uber.txt

reciation of property and equipment and amortization of intangible
assets, and although these are non-cash charges, the assets being
depreciated and amortized may have to be replaced in the future, and
Adjusted EBITDA does not reflect all cash capital expenditure
requirements for such replacements or for new capital expenditure
requirements;

•Adjusted EBITDA excludes stock-based compensation expense, which has
been, and will continue to be for the foreseeable future, a significant
recurring expense in our business and an important part of our
compensation strategy;

•Adjusted EBITDA excludes certain restructuring and related charges,
part of which may be settled in cash;

•Adjusted EBITDA excludes other items not indicative of our ongoing
operating performance, including COVID-19 response initiatives related
payments for financial assistance to Drivers personally impacted by
COVID-19, the cost of personal protective equipment distributed to
Drivers, Driver reimbursement for their cost of purchasing personal
protective equipment, the costs related to free rides and food
deliveries to healthcare workers, seniors, and others in need as well as
charitable donations;

•Adjusted EBITDAdoes not reflect period to period changes in taxes,
income tax expense or the cash necessary to pay income taxes;

•Adjusted EBITDA does not reflect the components of other income
(expense), net, which primarily includes: interest income; foreign
currency exchange gains (losses), net; gain (loss) on business
divestitures, net; and unrealized gain (loss) on debt and equity
securities, net; and impairment of debt and equity securities; and

60

•Adjusted EBITDA excludes certain legal, tax, and regulatory reserve
changes and settlements that may reduce cash available to us.

 The following table presents a reconciliation of net loss attributable
to Uber Technologies, Inc., the most directly comparable GAAP financial
measure, to Adjusted EBITDA for each of the periods indicated:

  ------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

uber.txt

Year Ended December 31,
  *(In millions)*                                                              2021                                2022

  Adjusted EBITDA reconciliation:
  Net loss attributable to Uber Technologies, Inc.                             \$                        \(496\)                    \$   (9,141)
  Add (deduct):
  Net income (loss) attributable to non-controlling interests, net of tax      \(74\)                                     3
  Provision for (benefit from) income taxes                                    \(492\)\(181\)
  (Income) loss from equity method investments                                 37                                         \(107\)
  Interest expense                                                             483                                        565
  Other (income) expense, net                                                  (3,292)                                    7,029
  Depreciation and amortization                                                902                                        947
  Stock-based compensation expense                                             1,168                                      1,793
  Legal, tax, and regulatory reserve changes and settlements                   526                                        732
  Goodwill and asset impairments/loss on sale of assets                        157                                        25Acquisition, financing and divestitures related expenses                     102                                        46
  Accelerated lease costs related to cease-use of ROU assets                   5                                          6
  COVID-19 response initiatives                                                54                                         1
  Loss on lease arrangement, net                                               ---                                        7
  Restructuring and related charges, net                                       ---                                        2
  Legacy auto insurance transfer (1)                                           103                                        ---
  Mass arbitration fees, net                                                   43                                         \(14\)
  Adjusted EBITDA

uber.txt

\$                        \(774\)                    \$   1,713
  ------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

\(1\) For further information, refer to Note 1 --Description of Business
and Summary of Significant Accounting Policies in the notes to the
consolidated financial statements included in Part II, Item 8, "inancial
Statements and Supplementary Data,"of this Annual Report on Form 10-K.

*Constant Currency*

We compare the percent change in ur urrent period esults rom he
corresponding prior period sing constant currency disclosure. We present
constant currency growth rate information to provide a framework for
assessing how our underlying evenue performed excluding the effect of
foreign currency rate fluctuations. e calculate constant currency by
translating our current period financial results using the corresponding
prior period' monthly exchange rates for our transacted currencies other
than the U.S. dollar.

*Free Cash Flow*

We define free cash flow as net cash flows from operating activities
less capital expenditures. The following table presents a reconciliation
of free cash flow to the most directly comparable GAAP financial measure
for each of the periods indicated:

  --------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --

                                                               Year Ended December 31,
  *(In millions)*                                              2021                                2022
  Free cash flow reconciliation:
  Net cash provided by (used in) operating activities (1)      \$                        \(445\)                    \$   642
  Purchases of property and equipment                          \(298\)                                    \(252\)

uber.txt

Free cash flow (1)                                           \$                        \(743\)                    \$   390
  --------------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --

\(1\) Net cash used in operating activities and free cash flow during
the year ended December 31, 2021 reflected a \$1.0 illion cash inflow
related to a legacy auto insurance transfer. For additional information
on the legacy auto insurance transfer, refer to the section titled
"iquidity and Capital Resources"for more information.

61

Net cash provided by operating activities and free cash flow during the
year ended December 31, 2022 reflected a cash outflow of approximately
\$733 million (GBP 613 million) related to the resolution of outstanding
HMRC VAT claims that were paid during the fourth quarter of 2022. For
additional information on this matter, refer to Note 14 --Commitments
and Contingencies to our consolidated financial statements included in
Part II, Item 8, "inancial Statements and Supplementary Data,"of this
Annual Report on Form 10-K as well as the section titled "iquidity and
Capital Resources."

Liquidity and Capital Resources

  ----------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --

                                                           Year Ended December 31,
  *(In millions)*                                          2021                                2022

  Net cash provided by (used in) operating activities      \$                        \(445\)                    \$   642
  Net cash used in investing activities                    (1,201)                                    (1,637)
  Net cash provided by financing activities                1,780                                      15

uber.txt

----------------------------------------------------- -- ------------------------- --------- ------ --------- ---- ------ -- -- -- -- -- -- --

*Operating Activities*

Net cash provided by operating activities was \$642 million for the year
ended December 31, 2022, primarily consisting of \$9.1 billion of net
loss, adjusted for certain non-cash items, which primarily included
\$7.0 billion in unrealized losses from equity securities, \$1.8 billion
of stock-based compensation expense, and \$947 million depreciation and
amortization expense as well as a \$335 million decrease in cash
consumed by working capital. The decrease in cash consumed by working
capital was primarily driven by an increase in our insurance reserves
and accrued expenses and other current liabilities, partially offset by
higher accounts receivable. Net cash provided by operating activities
reflects a cash outflow of approximately \$733 million (GBP 613 million)
related to the resolution of outstanding HMRC VAT claims that were paid
during the fourth quarter of 2022. For additional information on this
matter, refer to Note 14 --Commitments and Contingencies to our
consolidated financial statements included in Part II, Item 8, "inancial
Statements and Supplementary Data,"of this Annual Report on Form 10-K.

Net cash used in operating activities was \$445 million for the year
ended December 31, 2021, primarily consisting of \$570 million of net
loss, adjusted for certain non-cash items, which primarily included
\$1.7 billion in gain on business divestitures, \$1.2 billion of
stock-based compensation expense, \$1.1 billion of unrealized gain on
debt and equity securities, \$413 million of gain from sale of
investments, depreciation and amortization expense of \$902 million, as
well as a \$477 million decrease in cash consumed by working capital.
The decrease in cash consumed by working capital and other operating
activities was primarily driven by an increase in accrued expenses and
other liabilities, an increase in our insurance reserves, partially
offset by higher accounts receivable and prepaid expenses and lower
operating lease liabilities. Net cash used in operating activities also
reflects a \$1.0 illion cash inflow related to legacy auto insurance
transfer. For additional information on the legacy auto insurance
transfer, see Note 1 --Description of Busi

uber.txt

ness and Summary of
Significant Accounting Policies included in Part II, Item 8, "inancial
Statements and Supplementary Data,"of this Annual Report on Form 10-K.

*Investing Activities*

Net cash used in investing activities was \$1.6 billion for the year
ended December 31, 2022, primarily consisting of \$1.7 billion in
purchases of marketable securities, \$252 million in purchases of
property and equipment, and \$59 million in acquisition of business, net
of cash acquired, partially offset by proceeds from maturities and sales
of marketable securities of \$376 million.

Net cash used in investing activities was \$1.2 billion for the year
ended December 31, 2021, primarily consisting of \$2.3 billion in
acquisition of businesses, net of cash acquired, \$1.1 billion in
purchases of marketable securities, \$982 million in purchases of
non-marketable equity securities, \$297 million in purchases of notes
receivable, and \$298 million in purchases of property and equipment,
partially offset by proceeds from maturities and sales of marketable
securities of \$2.3 billion, proceeds from the sale of equity method
investments of \$1.0 billion and proceeds from sale of non-marketable
equitysecurities of \$500 million.

*Financing Activities*

Net cash provided by financing activities was \$15 million or the year
ended December 31, 2022, primarily consisting of proceeds from sale of
subsidiary stock units of \$255 million, and proceeds from the issuance
of common stock under the Employee Stock Purchase Plan of \$92 million,
partially offset by \$184 million of principal payments on finance
leases, and \$80 million of principal repayment on the non-interest
bearing unsecured convertible notes related to the acquisition of Careem
("areem Notes".

Net cash provided by financing activities was \$1.8 billion or the year
ended December 31, 2021, primarily consisting of \$1.5 billion of
proceeds from issuance of notes, net of issuance costs, \$675 million of
proceeds from issuance of subsidiary preferred stock units, partially
offset by \$307 million of principal repayment on Careem Notes and \$226
million principal payments on finance leases.

*Other Information*

As of December 1, 2022, \$2.4 billion of our \$4.2 billion in cash and
cash equivalents was held by our foreign subsidiaries. Cash held outside
the United States may be repatriated, subject to certain limitations,

uber.txt

and would be available to be used to fund our domestic operations.
Repatriation of funds may result in immaterial tax liabilities. We
believe that our existing cash balance in the

62

United States is sufficient to fund our working capital needs in the
United States. We are in compliance with our debt and line of credit
covenants as of December 1, 2022, including by meeting our reporting
obligations. We also believe that our sources of funding and our
available line of credit will be sufficient to satisfy our currently
anticipated cash requirements including capital expenditures, working
capital requirements, collateral requirements, potential acquisitions,
potential prepayments of contested indirect tax assessments
("ay-to-play", and other liquidity requirements through at least the
next 12 months. We intend to continue to evaluate and may, in certain
circumstances, take preemptive action to preserve liquidity.

*Non-Income Tax Matters*

On October 1, 2022, we resolved all outstanding HMRC (the tax regulator
in the UK) VAT claims related to periods prior to our model change on
March 4, 2022. There was not a material impact to our statement of
operations as we had adequate reserves recorded related to this
resolution. During the fourth quarter of 2022, we made a payment of
approximately \$733 million (GBP 613 illion) for this resolution. For
additional information, see Note 14 --Commitments and Contingencies in
the section titled "otes to Consolidated Financial Statements"included
in Part II, Item 8 of this Annual Report on Form 10-K.

*Commitments*

*Leases*

Our operating lease portfolio primarily consists of corporate offices.
For additional information, see Note 6 - Leases in the notes to the
consolidated financial statements included in Part II, Item 8, "inancial
Statements and Supplementary Data,"of this Annual Report on Form 10-K.

*Long-Term Debt*

We have long-term debt with varying maturities dates through 2029. For
additional information, see Note 8 --Long-Term Debt and Revolving Credit
Arrangements in the notes to the consolidated financial statements
included in Part II, Item 8, "inancial Statements and Supplementary
Data,"of this Annual Report on Form 10-K.

*Purchase Commitments*

We have non-cancelable commitments which primarily relate to network and
cloud services and other items in the ordinary course of business. These
amounts are deter

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mined based on the non-cancelable quantities to which
we are contractually obligated.

In November 2022, we entered into commercial technology agreements with
vendors for cloud computing services ("022 Cloud Computing Service
Agreements". We are committed to spend an aggregate of at least
\$2.9 illion through November 2029, of which \$160 million is
short-term. We may pay more than the minimum purchase commitment to our
cloud-computing web services providers based on usage. As of December 1,
2022, the amounts utilized for these agreements are immaterial.

As of December 1, 2022, we had \$3.2 billion in non-cancelable
commitments, this includes the \$2.9 illion in 2022 Cloud Computing
Service Agreements discussed above. The non-cancellable commitments have
varying expiration terms through November 2029.

Critical Accounting Estimates

We believe that the following accounting policies involve a high degree
of judgment and complexity and are critical to understanding and
evaluating our consolidated financial condition and results of our
operations. An accounting policy is considered to be critical if it
requires judgment on a significant accounting estimate to be made based
on assumptions about matters that are uncertain at the time the estimate
is made, and if different estimates that reasonably could have been
used, or changes in the accounting estimates that are reasonably likely
to occur periodically, could materially impact the reported amounts of
assets, liabilities, revenue and expenses, and related disclosures in
our audited consolidated financial statements. We have based our
estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources.
Although we believe that the estimates we use are reasonable, due to the
inherent uncertainty involved in making those estimates, actual results
reported in future periods could differ from those estimates.

We believe that the following critical accounting policies reflect the
more significant judgments, estimates and assumptions used in the
preparation of our consolidated financial statements. For additional
information, see the disclosure included in Note 1 --Description of
Business and Summary o

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f Significant Accounting Policies in the notes to
the consolidated financial statements included in Part II, Item 8,
"inancial Statements and Supplementary Data,"of this Annual Report on
Form 10-K.

*Revenue Recognition*

We derive our revenue principally from service fees paid by Drivers and
Merchants for the use of our platform in connection with our Mobility
products and Delivery offering provided by Drivers and Merchants to
end-users. Our sole performance obligation in the transaction is to
connect Drivers and Merchants with end-users to facilitate the
completion of a successful ridesharing trip or delivery. In certain
markets, we also generate revenue from end-users and charge a direct fee
for use of the platform and in exchange for

63

Mobility and Delivery services. With exception of these markets,
end-users are not our customers because end-users access our platform
for free and we have no performance obligation to end-users.

Judgment is required in evaluating the presentation of revenue on a
gross versus net basis based on whether we control the service provided
to the end-user and are the principal in the transaction (gross), or we
arrange for other parties to provide the service to the end-user and are
the agent in the transaction (net). We have concluded that we are the
agent in most markets as we arrange for Drivers and Merchants to provide
the service to the end user in Mobility and Delivery transactions. The
assessment of whether we are considered the principal or the agent in a
transaction could impact the accounting for certain payments and
incentives provided to Drivers and end-users and change the timing and
amount of revenue recognized.

In certain markets, consumers have the option to pay Drivers cash for
trips, and we generally collect our service fee from Drivers for these
trips by offsetting against any other amounts due to Drivers, including
Driver incentives. We have concluded collectability of such amounts is
not probable until collected. As such, uncollected service fees for cash
trips are not recognized as revenue in our consolidated financial
statements until collected.

*Driver Incentives*

We offer various incentive programs to Drivers. Judgment is required to
determine the appropriate classification of these incentives. Incentives
provided to customers are recorded as a reduction of revenue if we do
not receive a distinct s

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ervice in exchange or cannot reasonably estimate
the fair value of the service received. Incentives offered in exchange
for specific services, such as referral services are recorded as sales
and marketing expenses.

*End-User Discounts and Promotions*

We offer discounts and promotions to end-users (that are not customers)
to encourage use of our platform. Judgment is required to determine the
appropriate classification of these incentives. End-user discounts and
promotions are recorded to sales and marketing expenses with the
exception of market-wide promotions which are recorded as a reduction of
revenue.

*Business Combinations*

We allocate the fair value of purchase consideration to the tangible
assets acquired, liabilities assumed, and intangible assets acquired
based on their estimated fair values. The excess of the fair value of
purchase consideration over the fair values of these identifiable assets
and liabilities is recorded as goodwill. Such valuations require
management to make significant estimates and assumptions, especially
with respect to intangible assets. Significant estimates in valuing
certain intangible assets include, but are not limited to, future
expected cash flows from acquired advertiser, fleet, merchant, and
end-user contracts, acquired technology, and trade names, based on
expected future growth rates and margins, attrition rates, future
changes in technology and royalty for similar brand licenses, useful
lives, and discount rates.

Management\'s estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and
unpredictable and, as a result, actual results may differ from
estimates. Allocation of purchase consideration to identifiable assets
and liabilities affects our amortization expense, as acquired
finite-lived intangible assets are amortized over the useful life,
whereas any indefinite lived intangible assets, including goodwill, are
not amortized. During the measurement period, which may be up to one
year from the acquisition date, we may record adjustments to the assets
acquired and liabilities assumed, with the corresponding offset to
goodwill. Upon the conclusion of the measurement period, any subsequent
adjustments are recorded to earnings.

*Investments---on-Marketable Equity and Debt Securities*

We hold investments in privately held companies in the form of equity

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securities and debt securities without readily determinable fair values
and in which we do not have a controlling interest or significant
influence. Investments in equity securities without readily determinable
fair values are initially recorded at cost and are subsequently adjusted
to fair value for impairments and price changes from observable
transactions in the same or a similar security from the same issuer.
Investments in material available-for-sale debt securities are recorded
initially at fair value and subsequently remeasured to fair value at
each reporting date with the changes in fair value recognized in other
comprehensive income (loss), net of tax. We may elect the fair value
option for financial instruments and account for investments in debt and
equity securities at fair value with changes reported in net income
(loss) from continuing operations.

Investments in privately held equity and debt securities are valued
using significant unobservable inputs or data in inactive markets. This
valuation requires judgment due to the absence of market prices and
inherent lack of liquidity and are classified as Level  in the fair
value hierarchy. In determining the estimated fair value of our
investments in privately held companies, we utilize the most recent data
available including observed transactions such as equity financing
transactions of the investees and sales of the existing shares of the
investees'securities. In addition, the determination of whether an
observed transaction is similar to the equity and debt securities held
by us requires significant management judgment based on the rights and
preferences of the securities.

We assess our investment portfolio of privately held equity and debt
securities quarterly for impairment. The impairment analysis for
investments in equity securities includes a qualitative analysis of
factors including the investee' financial performance, industry and
market conditions, and other relevant factors. If an equity investment
is considered to be impaired we will establish a new carrying

64

value for the investment and recognize an impairment loss through our
consolidated statement of operations. Investments in debt securities are
evaluated for impairment quarterly based on whether its fair value has
declined below its amortized cost. In circumstances where we intend to
sell, or are more likely than not require

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d to sell the security before
it recovers its amortized cost basis, the difference between the fair
value and amortized cost is recognized as a loss in the consolidated
financial statement of operations, with a corresponding write-down of
the security' amortized cost. In circumstances where neither condition
exists, we then evaluate whether a decline is due to credit-related
factors. The factors considered in determining whether a credit loss
exists can include the extent to which fair value is less than the
amortized cost basis, changes in the credit quality of the underlying
loan obligors, credit ratings actions, as well as other factors. To
determine the portion of a decline in fair value that is credit-related,
we compare the present value of the expected cash flows of the security
discounted at the security' effective interest rate to the amortized
cost basis of the security. A credit-related impairment is limited to
the difference between fair value and amortized cost, and recognized as
an allowance for credit loss on the consolidated balance sheet with a
corresponding adjustment to net income (loss). Any remaining decline in
fair value that is non-credit related is recognized in other
comprehensive income (loss), net of tax. Improvements in expected cash
flows due to improvements in credit are recognized through reversal of
the credit loss and corresponding reduction in the allowance for credit
loss.

*Equity Method Investments*

We account for investments in the common stock or in-substance common
stock of entities that provide us with the ability to exercise
significant influence, but not a controlling financial interest, using
the equity method. Investments accounted for under the equity method are
initially recorded at cost. Subsequently, we recognize through the
consolidated statements of operations, and as an adjustment to the
investment balance, our proportionate share of the investee entities'net
income or loss, and the amortization of basis differences. In accounting
for these investments, we record our share of the entities'net income or
loss one quarter in arrears. Equity method investments for which the
fair value option is elected are measured at fair value on a recurring
basis with changes in fair value reflected in earnings.

We review our equity method investments for impairment whenever events
or changes in business circumstances indi

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cate that the carrying value of
the investment may not be fully recoverable. Qualitative and
quantitative factors considered as indicators of a potential impairment
include financial results and operating trends of the investees, implied
values in transactions of the investee' securities, severity and length
of decline in value, and our intention for holding the investment, among
other factors. If an impairment is determined to be
other-than-temporary, the fair value of the impaired investment would
have to be determined and an impairment charge recorded for the
difference between the fair value and the carrying value of the
investment. The fair value determination, particularly for investments
in privately held companies, requires significant judgment to determine
appropriate estimates and assumptions. Changes in these estimates and
assumptions could affect the calculation of the fair value of the
investments and the determination of the impairment charges.

*Goodwill Impairment Assessment*

We review goodwill for impairment annually (in the fourth quarter) and
whenever events or changes in circumstances indicate that goodwill might
be impaired. We make certain judgments and assumptions to determine our
reporting units and in allocating shared assets and liabilities to
determine the carrying values for each of our reporting units.
Determination of reporting units is based on a judgmental evaluation of
the level at which our segment managers review financial results,
evaluate performance, and allocate resources.

Judgment in the assessment of qualitative factors of impairment include,
among other factors: financial performance; legal, regulatory,
contractual, political, business, and other factors; entity specific
factors; industry and market considerations, macroeconomic conditions,
and other relevant events and factors affecting the reporting unit. To
the extent we determine that it is more likely than not that the fair
value of the reporting unit is less than its carrying value, a
quantitative test is then performed.

Performing a quantitative goodwill impairment test includes the
determination of the fair value of a reporting unit and involves
significant estimates and assumptions. These estimates and assumptions
include, among others, revenue growth rates and operating margins used
to calculate projected future cash flows, risk-adjusted discount rates,

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future economic and market conditions, and the determination of
appropriate market comparables.

*Loss Contingencies*

We are involved in legal proceedings, claims, and regulatory, indirect
tax examinations, or government inquiries and investigations that may
arise in the ordinary course of business. Certain of these matters
include speculative claims for substantial or indeterminate amounts of
damages. We record a liability when we believe that it is both probable
that a loss has been incurred and the amount can be reasonably
estimated. If we determine that a loss is reasonably possible and the
loss or range of loss can be reasonably estimated, we disclose the
possible loss in the accompanying notes to the consolidated financial
statements.

We review the developments in our contingencies that could affect the
amount of the provisions that have been previously recorded, and the
matters and related reasonably possible losses disclosed. We make
adjustments to our provisions and changes to our disclosures accordingly
to reflect the impact of negotiations, settlements, rulings, advice of
legal counsel, and updated information. Significant judgment is required
to determine both the probability and the estimated amount of loss.
These estimates have been based

65

on our assessment of the facts and circumstances at each balance sheet
date and are subject to change based on new information and future
events.

The outcomes of litigation, regulatory, indirect tax examinations and
investigations are inherently uncertain. Therefore, if one or more of
these matters were resolved against us for amounts in excess of
management' expectations, our results of operations, financial
condition, or cash flows, including in a particular reporting period in
which any such outcome becomes probable and estimable, could be
materially adversely affected.

*Income Taxes*

We are subject to income taxes in the United States and foreign
jurisdictions. We account for income taxes using the asset and liability
method. The establishment of deferred tax assets from intra-entity
transfers of intangible assets requires management to make significant
estimates and assumptions to determine the fair value of such intangible
assets. Significant estimates in valuing intangible assets may include,
but are not necessarily limited to, internal revenue and expense
forecasts, the estimated life of the

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intangible assets, comparable
transaction values, and/or discount rates. The discount rates used to
discount expected future cash flows to present value are derived from a
weighted-average cost of capital analysis and are adjusted to reflect
the inherent risks related to the cash flow. Although we believe the
assumptions and estimates we have made are reasonable and appropriate,
they are based, in part, on historical experience, internal and external
comparable data and are inherently uncertain. Unanticipated events and
circumstances may occur that could affect either the accuracy or
validity of such assumptions, estimates or actual results.

We account for uncertainty in tax positions by recognizing a tax benefit
from uncertain tax positions when it is more-likely-than-not that the
position will be sustained upon examination. Evaluating our uncertain
tax positions and determining our provision for income taxes are
inherently uncertain and require making judgments, assumptions, and
estimates. While we believe we have adequately reserved for our
uncertain tax positions, no assurance can be given that the final tax
outcome of these matters will not be different. We adjust these reserves
in light of changing facts and circumstances, such as the closing of a
tax audit. To the extent that the final tax outcome of these matters is
different than the amounts recorded, such differences may impact the
provision for income taxes and the effective tax rate in the period in
which such determination is made.

The provision for income taxes includes the impact of reserve provisions
and changes to reserves as well as the related net interest and
penalties. In addition, we are subject to the continuous examination of
our income tax returns by the IRS and other tax authorities which may
assert assessments against us. We regularly assess the likelihood of
adverse outcomes resulting from these examinations and assessments to
determine the adequacy of our provision for income taxes.

*Insurance Reserves*

We use a combination of third-party insurance and self-insurance
mechanisms, including a wholly-owned captive insurance subsidiary, to
provide for the potential liabilities for certain risks, including auto
liability, uninsured and underinsured motorist, auto physical damage,
general liability, and workers'compensation. The insurance reserves is
an estimate of our potential li

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ability for unpaid losses and loss
adjustment expenses, which represents the estimate of the ultimate
unpaid obligation for risks retained by 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 estimate of
the ultimate unpaid obligation utilizes generally accepted actuarial
methods applied to historical claim and loss experience. In addition, we
use assumptions based on actuarial judgment related to claim and loss
development patterns and expected loss costs, which consider frequency
trends, severity trends, and relevant industry data. These reserves are
continually reviewed and adjusted as experience develops and new
information becomes known. Adjustments, if any, relating to accidents
that occurred in prior years are reflected in the current year results
of operations.

All estimates of ultimate losses and allocated loss adjustment expenses,
and of resulting reserves, are subject to inherent variability caused by
the nature of the insurance claim settlement process. Such variability
is increased for us due to limited historical experience and the nature
of the coverage provided. Actual results depend upon the outcome of
future contingent events and can be affected by many factors, such as
claim settlement processes and changes in the economic, legal, and
social environments. As a result, the net amounts that will ultimately
be paid to settle the liability, and when these amounts will be paid,
may vary in the near term from the estimated amounts.

While management believes that the insurance reserve amount is adequate,
the ultimate liability may be in excess of, or less than, the amount
provided.

*Stock-Based Compensation*

We have granted stock-based awards consisting primarily of stock
options, restricted common stock, RSUs, warrants, and SARs to employees,
members of our board of directors and non-employees. The substantial
majority of our stock-based awards have been made to employees. The
majority of our outstanding RSUs, as well as certain options, SARs, and
shares of restricted common stock, contain a service-based vesting
condition. A small portion of the awards contains service-based vesting
condition as well as performance-based vesting condition and/or
market-based vesting condition. The service-based vesting condition for
the majority of thes

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e awards is satisfied over four years. The
performance-based vesting condition is satisfied upon meeting
predetermined targets of

66

certain financial and operation metrics. The market-based vesting
condition is satisfied upon reaching predetermined targets of fully
diluted equity values.

We account for stock-based employee compensation under the fair value
recognition and measurement provisions, in accordance with applicable
accounting standards, which requires compensation expense for the
grant-date fair value of stock-based awards to be recognized over the
requisite service period. We account for forfeitures when they occur.

We have elected to use the Black-Scholes option-pricing model to
determine the fair value of stock options, warrants, and SARs on the
grant date. The Black-Scholes option-pricing model requires certain
subjective inputs and assumptions, including the fair value of our
common stock, the expected term, risk-free interest rates, expected
stock price volatility, and expected dividend yield of our common stock.

These assumptions used in the Black-Scholes option-pricing model, other
than the fair value of our common stock, are estimated as follows:

•*Expected term*. We estimate the expected term based on the simplified
method for employees and on the contractual term for non-employees.

•*Risk-free interest rate*. The risk-free interest rate is based on the
U.S. Treasury yield curve in effect at the time of grant.

•*Expected volatility*. We estimate the volatility of our common stock
on the date of grant based on the weighted-average historical stock
price volatility of our own common shares within the same length of
period as the expected term. Where, in some cases, our common share
trading history is shorter than the expected term, we consider
comparable publicly-traded companies in our industry group.

•*Expected dividend yield*. Expected dividend yield is zero percent, as
we have not paid and do not anticipate paying dividends on our common
stock.

We continue to use judgment in evaluating the expected volatility and
expected term utilized in our stock-based compensation expense
calculation on a prospective basis. As we continue to accumulate
additional data related to our common stock, we may refine our estimates
of expected volatility and expected term, which could materially impact
our future stock-based compensation expense.

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Recent Accounting Pronouncements

See Note 1 --Description of Business and Summary of Significant
Accounting Policies, to the consolidated financial statements included
in Part II, Item 8, "inancial Statements and Supplementary Data,"of this
Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business.
These risks primarily include interest rate risk, investment risk, and
foreign currency risk as follows:

*Interest Rate Risk*

Our exposures to market risk for changes in interest rates relate
primarily to our 2025 Refinanced Term Loan and 2027 Refinanced Term Loan
Facilities. The 2025 and 2027 Refinanced Term Loan Facilities represent
floating rate notes and are carried at amortized cost. Therefore,
fluctuations in interest rates will impact our consolidated financial
statements. A rising interest rate environment will increase the amount
of interest paid on these loans. A hypothetical 100 basis point increase
or decrease in interest rates would not have a material effect on our
financial results.

The fair value of our fixed rate notes will generally fluctuate with
movementsof interest rates, increasing in periods of declining rates of
interest and declining in periods of increasing rates of interest. A
hypothetical 100 basis point increase in interest rates would have
decreased the fair value of our notes by \$232 million as of December 1,
2022.

*Investment Risk*

Our investment policy objective aims to preserve capital and meet
liquidity requirements without significantly increasing risk. We had
cash and cash equivalents including restricted cash and cash equivalents
totaling \$7.8 billion and \$6.7 billion as of December 1, 2021 and
December 1, 2022, respectively. Marketable debt securities classified as
restricted investments and short-term investments totaled \$1.7 billion
as of December 1, 2022. As of December 1, 2022, our cash, cash
equivalents, and marketable debt securities primarily consist of money
market funds, cash deposits, U.S. government securities, U.S. government
agency securities, and investment-grade corporate debt securities. We do
not enter into investments for trading or speculative purposes.
Investments in fixed rate securities carry a degree of interest rate
risk. Changes in rates would primarily impact interest income due t

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o the
relatively short-term nature of our investments. A hypothetical 100
basis point change in interest rates would not have a material effect on
our financial results.

We are exposed to certain risk related to the carrying amounts of
investments in other companies, including our minority-owned,
privately-held affiliates and recently public companies, compared to
their fair value. We hold privately held investments in illiquid private
company stock which are inherently difficult to value given the lack of
publicly available information. We also hold equity securities with
readily determinable fair values which are subject to equity price risk.
These investments in privately-held affiliates and

67

recently public companies may increase the volatility in our net
income/(loss) in future periods due to changes in the fair value of
these investments. In certain cases, our ability to sell these
investments may be impacted by contractual obligations to hold the
securities for a set period of time after a public offering. As of
December 1, 2022, the carrying value of our investments was \$6.9
billion, including equity method investments and restricted investments.

*Foreign Currency Risk*

We transact business globally in multiple currencies. Our international
revenue, as well as costs and expenses denominated in foreign
currencies, expose us to the risk of fluctuations in foreign currency
exchange rates against the U.S. dollar. We are exposed to foreign
currency risks related to our revenue and operating expenses denominated
in currencies other than the U.S. dollar. Accordingly, changes in
exchange rates may negatively affect our future revenue and other
operating results as expressed in U.S. dollars. Our foreign currency
risk is partially mitigated as our revenue recognized in currencies
other than the U.S. dollar is diversified across geographic regions and
we incur expenses in the same currencies in such regions.

We have experienced and will continue to experience fluctuations in our
net income/(loss) as a result of transaction gains or (losses) related
to remeasurement of our asset and liability balances that are
denominated in currencies other than the functional currency of the
entities in which they are recorded. Foreign currency rates may also
impact the value of our equity method investment in our Yandex.Taxi
joint venture. At this time, we do not, bu

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t we may in the future, enter
into derivatives or other financial instruments in an attempt to hedge
our foreign currency exchange risk.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

  ----------------------------------- ------- -- -- -- -- -- -- -- -- -- --

                                      Pages
  (PCAOB ID 238)
  Consolidated Financial Statements

  Financial Statement Schedule

  ----------------------------------- ------- -- -- -- -- -- -- -- -- -- --

69

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Uber Technologies, Inc.

*Opinions on the Financial Statements and Internal Control over
Financial Reporting*

We have audited the accompanying consolidated balance sheets of Uber
Technologies, Inc. and its subsidiaries (the "ompany" as of December 31,
2022 and 2021, and the related consolidated statements of operations, of
comprehensive loss, of redeemable non-controlling interests and equity
and of cash flows for each of the three years in the period ended
December 31, 2022, including the related notes and financial statement
schedule listed in the accompanying index (collectively referred to as
the "onsolidated financial statements". We also have audited the
Company\'s internal control over financial reporting as of December 31,
2022, based on criteria established in *Internal Control - Integrated
Framework* (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 2022 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion,
the Company maintained, in all ma

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terial respects, effective internal
control over financial reporting as of December 31, 2022, based on
criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.

*Change in Accounting Principle*

As discussed in Note 8 to the consolidated financial statements, the
Company changed the manner in which it accounts for convertible
instruments and contracts in an entity' own equity in 2021.

*Basis for Opinions*

The Company\'s management is responsible for these consolidated
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in Management'
Report on Internal Control over Financial Reporting appearing under Item
9A. Our responsibility is to express opinions on the Company'
consolidated financial statements and on the Company\'s internal control
over financial reporting based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities lawsand
the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud, and
whether effective internal control over financial reporting was
maintained in all material respects.

Our audits of the consolidated financial statements included performing
procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an
understanding of internal control ove

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r financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures
as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

*Definition and Limitations of Internal Control over Financial
Reporting*

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

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

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*Critical Audit Matters*

The critical audit matters communicated below are matters arising from
the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee
and that (i) relate to accounts or disclosures that are material to the
consolidated financial statements and (ii) involved our especially
challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any

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way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures
to which they relate.

*Presentation of Mobility and Delivery Revenue Agreements, Including
Incentives, Discounts and Promotions to Drivers, Merchants and
End-Users*

As described in Notes 1 and 2 to the consolidated financial statements,
the Company derives its revenues principally from Drivers'and
Merchants'use of the Company' platform, on-demand lead generation, and
related services in connection with Mobility and Delivery services, as
well as from direct fees charged to end-users for use of the platform
and in exchange for Mobility and Delivery services. Management applies
judgment in determining whether the Company is the principal or agent in
transactions with Drivers, Merchants and end-users. This determination
impacts the presentation of revenue on a gross or net basis as well as
the presentation of incentives provided to Drivers and Merchants and
discounts and promotions offered to end-users, to the extent they are
not customers. For the year ended December 31, 2022, the Company'
Mobility and Delivery revenue, net of incentives, was \$24.9 billion and
discounts, loyalty programs, promotions, refunds, and credits provided
to end-users who are not customers totaled \$2.2 billion, of which a
significant portion relates to discounts and promotions.

The principal considerations for our determination that performing
procedures relating to the presentation of Mobility and Delivery revenue
agreements, including incentives, discounts and promotions to Drivers,
Merchants, and end-users is a critical audit matter are the significant
judgment by management in assessing the presentation of revenue on a
gross or net basis, as well as the presentation of incentives, discounts
and promotions offered to Drivers, Merchants, and end-users, which in
turn led to a high degree of auditor judgment, subjectivity and effort
in performing procedures and evaluating audit evidence relating to
whether transaction attributes were appropriately analyzed and presented
by management.

Addressing the matter involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on the
consolidated financial stateme

uber.txt

nts. These procedures included testing the
effectiveness of controls relating to the Company' revenue recognition
process, including controls over the presentation of Mobility and
Delivery revenue, incentives, discounts and promotions. These procedures
also included, among others, testing, on a sample basis, trip
transaction attributes and assessing management' classification of new
or changed agreements by examining documentation related to the
agreement terms, driver statements, rider receipts, and discount,
promotion and incentive terms, and assessing the impact of those terms
and attributes on the presentation of revenue and income statement
classification.

*Valuation of Insurance Reserves*

As described in Note 1 to the consolidated financial statements,
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 the Company 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
estimate of the ultimate unpaid obligation utilizes generally accepted
actuarial methods applied to historical claim and loss experience. In
addition, management uses assumptions based on actuarial judgment
related to claim and loss development patterns and expected loss costs,
which consider frequency trends, severity trends, and relevant industry
data. These reserves are continually reviewed by management and adjusted
as experience develops and new information becomes known. The Company'
short-term and long-term insurance reserves as of December 31, 2022
totaled \$4.7 billion.

The principal considerations for our determination that performing
procedures relating to the valuation of insurance reserves is a critical
audit matter are the significant judgment by management when developing
the estimate of the insurance reserves, which in turn led to a high
degree of auditor judgment, subjectivity and effort in performing
procedures and evaluating audit evidence relating to the actuarial
methods and management' significant assumptions related to loss
development patterns and expected loss costs. The audit effort also
involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating
audit evidence in con

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nection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the
effectiveness of controls relating to the Company' valuation of
insurance reserves, including controls over the development of the
significant assumptions related to loss development patterns and
expected loss costs. These procedures also included, among others, the
involvement of professionals with specialized skill and knowledge to
assist in (i) developing, for selected reserve components, an
independent actuarial estimate of the insurance reserves, and comparison
of this independent estimate to management' actuarially determined
reserves, and (ii) testing, for other selected reserve components,
management' process for estimating the insurance reserves. Developing
the independent estimate involved independently developing the loss
development patterns and expected loss costs and testing the
completeness and accuracy of data provided by management. Testing
management' process for estimating the insurance reserves involved
evaluating the appropriateness of management' actuarial methods,
evaluating the reasonableness of the significant assumptions used by

71

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.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

February 1, 2023

We have served as the Company' auditor since 2014.

72

UBER TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

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

  ------------------------------------------------------------------------------------------------------------------------------------------------------ -- ------------------------- --------- ------------------------- ---------- ---- --------- -- -- -- -- -- -- --

                                                                                As of December 31, 2021             As of December 31, 2022

uber.txt

Assets
  Cash and cash equivalents                                                                                \$                        4,295                                          \$   4,208
  Short-term investments                                                                                ---                                                           103
  Restricted cash and cash equivalents                                                                                631                                                           680
  Accounts receivable, net of allowance of \$51 and \$80, respectively2,439                                                         2,779
  Prepaid expenses and other current assets                                                                                1,454                                                         1,479

  Total current assets                                                                                8,819                                                         9,249
  Restricted cash and cash equivalents                                                                                2,879                                                         1,789Restricted investments                                                                                ---                                                           1,614
  Investments                                                                                11,806                                                        4,401
  Equity method investments                                                                                800                                                           870
  Property and equipment, net1,853                                                         2,082
  Operating lease right-of-use assets                                                                                1,388                                                         1,449
  Intangible assets, net                                                                                2,412                                                         1,874
  Goodwill                                                                                8,420                                                         8,263
  Other assets                                                                                397                                                           518
  Total assets\$                        38,774                                         \$   32,109
  Liabilities, redeemable non-controlling interests and equity
  Accounts payable                                                                                \$                        860                                            \$   728
  Short-term insurance reserves                                                                                1,442                                                         1,692
  Operating lease liabilities, current                                                                                185

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201
  Accrued and other current liabilities                                                                                6,537                                                         6,232

  Total current liabilities                                                                                9,024                                                         8,853
  Long-term insurance reserves                                                                                2,546                                                         3,028
  Long-term debt, net of current portion9,276                                                         9,265
  Operating lease liabilities, non-current                                                                                1,644                                                         1,673
  Other long-term liabilities                                                                                935                                                           786
  Total liabilities                                                                                23,425                                                        23,605
  Commitments and contingencies (Note 14)Redeemable non-controlling interests                                                                                204                                                           430
  Equity
  Common stock, \$0.00001 par value, 5,000,000 shares authorized for both periods, 1,949,316 and 2,005,486 shares issued and outstanding, respectively      ---                                                           ---
  Additional paid-in capital                                                                                38,608                                                        40,550
  Accumulated other comprehensive loss\(524\)                                                       \(443\)
  Accumulated deficit                                                                                (23,626)                                                      (32,767)
  Total Uber Technologies, Inc. stockholders\' equity                                                                                14,458                                                        7,340
  Non-redeemable non-controlling interests                                                                                687                                                           734
  Total equity                                                                                15,145                                                        8,074

uber.txt

Total liabilities, redeemable non-controlling interests and equity                                                                                \$                        38,774                                         \$   32,109
  ------------------------------------------------------------------------------------------------------------------------------------------------------ -- ------------------------- --------- ------------------------- ---------- ---- --------- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

73

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

  ------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --Year Ended December 31,
                                                                                2020                                2021                2022
  Revenue                                                                                \$                        11,139                        \$     17,455                    \$   31,877
  Costs and expenses
  Cost of revenue, exclusive of depreciation and amortization shown separately below                   5,154                                      9,351                         19,659Operations and support                                                                               1,819                                      1,877                         2,413
  Sales and marketing                                                                                3,583                                      4,789                         4,756
  Research and development                                                                             2,205                                      2,054                         2,798
  General and administrative                                                                           2,666                                      2,316                         3,136
  Depreciation and amortization                                                                        575                                        902                           947
  Total costs an

uber.txt

d expenses                                                                             16,002                                     21,289                        33,709
  Loss from operations                                                                                (4,863)                                    (3,834)                       (1,832)
  Interest expense                                                                                \(458\)                                    \(483\)                       \(565\)
  Other income (expense), net                                                                          (1,625)                                    3,292                         (7,029)
  Loss before income taxes and income (loss) from equity method investments                            (6,946)                                    (1,025)                       (9,426)
  Provision for (benefit from) income taxes\(192\)                                    \(492\)                       \(181\)
  Income (loss) from equity method investments                                                         \(34\)                                     \(37\)                        107
  Net loss including non-controlling interests                                                         (6,788)                                    \(570\)                       (9,138)
  Less: net income (loss) attributable to non-controlling interests, net of tax                        \(20\)                                     \(74\)                        3
  Net loss attributable to Uber Technologies, Inc.                                                     \$                        (6,768)                       \$     \(496\)                   \$   (9,141)
  Net loss per share attributable to Uber Technologies, Inc. common stockholders:Basic                                                                                \$                        (3.86)                        \$     (0.26)                    \$   (4.64)
  Diluted                                                                                \$                        (3.86)                        \$     (0.29)                    \$   (4.65)
  Weighted-average shares used to compute net loss per share attributable to common stockholders:
  Basic                                                                                1,752,960                                  1,892,546                     1,972,131
  Diluted                                                                                1,752,960

uber.txt

1,895,519                     1,974,928
  ------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

74

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

  --------------------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                                                Year Ended December 31,2020                                2021             2022
  Net loss including non-controlling interests                                               \$                        (6,788)                    \$     \(570\)                \$   (9,138)
  Other comprehensive income (loss), net of tax:
  Change in foreign currency translation adjustment                                          \(350\)                                    57                         81
  Change in unrealized gain (loss) on investments in available-for-sale debt securities      2                                          \(46\)                     ---
  Other comprehensive income (loss), net of tax                                              \(348\)                                    1181
  Comprehensive loss including non-controlling interests                                     (7,136)                                    \(559\)                    (9,057)
  Less: comprehensive income (loss) attributable to non-controlling interests                \(20\)                                     \(74\)                     3
  Comprehensive loss attributable to Uber Technologies, Inc.                                 \$                        (7,116)                    \$     \(485\)                \$   (9,060)
  --------------------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

75

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND
EQUITY

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

  ------

uber.txt

----------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- -------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

                                                                                Redeemable Non-Controlling Interest             Common Stock             Additional Paid-In Capital      Accumulated Other Comprehensive Income (Loss)        Accumulated Deficit            Non-redeemable Non-Controlling Interests        Total Equity
                                                                                Shares                   Amount
  Balance as of December 31, 2019                                                        \$                                    311                                1,716,681                                                                       \$   ---                                                                       \$   30,739               \$        \(187\)               \$   (16,362)                \$   682          \$   14,872
  Exercise of stock options                                                              ---                                                            16,821                                    ---                                                                        80                                                       ---                  ---                    ---                      80
  Stock-based compensation                                                               ---                                                            ---                                       ---                                                                        861                                                      ---                  ---                    ---                      861
  Issuance f ommon tock nder the mployee tock urchase Plan---                                                            4,934                                     ---                                                                        125                                                      ---                  ---                    ---                      125
  Equity component of convertible notes, net                                             ---                                                            ---                                       ---                                                                        243                                                      ---                  ---                    ---                      243
  Issuance of common stock as consideration for acquisitions                             ---                                                            73,396                                    ---

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3,898                                                    ---                  ---                    ---                      3,898
  Issuance of common stock for settlement of RSUs                                        ---                                                            38,476                                    ---                                                                        ---                                                      ---                  ---                    ---                      ---
  Shares withheld related to net share settlement                                        ---                                                            \(555\)                                   ---                                                                        \(17\)                                                   ---                  ---                    ---                      \(17\)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---                                       ---                                                                        ---                                                      ---                  ---                    ---                      ---
  Unrealized gain on investments in available-for-sale debt securities, net of tax       ---                                                            ---                                       ---                                                                        ---                                                      2                    ---                    ---                      2
  Foreign currency translation adjustment                                                ---                                                            ---                                       ---                                                                        ---\(350\)              ---                    ---                      \(350\)
  Distributions to non-controlling interests                                             \(9\)                                                          ---                                       ---                                                                        ---                                                      ---                  ---                    \(13\)                   \(13\)
  Net loss                                                                               \(52\)                                                         ---                                       ---                                                                        ---                                                      ---                  (6,768)                32                       (6,736)
  Balance a

uber.txt

s of December 31, 2020                                                        \$                                    787                                1,849,794                                                                       \$   ---                                                                       \$   35,931               \$        \(535\)               \$   (23,130)                \$   701          \$   12,967
  ----------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- -------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

76

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND
EQUITY

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

  ------------------------------------------------------------------------------------------------------------------------ -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- --------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- --------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --Redeemable Non-Controlling Interest             Common Stock             Additional Paid-In Capital      Accumulated Other Comprehensive Income (Loss)        Accumulated Deficit             Non-redeemable Non-Controlling Interests        Total Equity
                                                                                Shares                   Amount
  Balance as of December 31, 2020                                                                                \$

uber.txt

787                                1,849,794                                                                       \$   ---                                                                        \$   35,931               \$        \(535\)                \$   (23,130)                \$   701          \$   12,967
  Exercise of stock options                                                                                ---                                                            9,440                                     ---                                                                        101                                                       ---                  ---                    ---                       101
  Stock-based compensation                                                                                ---                                                            ---                                       ---1,204                                                     ---                  ---                    ---                       1,204
  Reclassification of the equity component of 2025 Convertible Notes to liability upon adoption of ASU 2020-06                ---                                                            ---                                       ---                                                                        \(243\)                                                   ---                  ---                    ---                       \(243\)
  Reclassification of share-based award liability to additional paid-in capital                                               ---                                                            ---                                       ---                                                                        4                                                         ------                    ---                       4
  Issuance f ommon tock nder the mployee tock urchase Plan                                                                    ---                                                            2,770                                     ---                                                                        107                                                       ---                  ---                    ---                       107
  Issuance of common stock as consideration for acquisitions                                                                  ---                                                            19,377                                    ---                                                                        929                                                       ---                  ---                    ---                       929

uber.txt

Issuance of common stock for settlement of Careem Convertible Notes                                                         ---                                                            4,225                                     ---                                                                        232                                                       ---                  ---                    ---                       232
  Issuance of common stock for settlement of contingent consideration liability                                               ---                                                            2,252                                     ---                                                                        102                                                       ---                  ---                    ---                       102
  Issuance of restricted stock awards, subject to repurchase, in connection with acquisition of non-controlling interest      ---                                                            4,641                                     ---                                                                        ---                                                       ---                  ---                    ---                       ---
  Re-measurement of non-controlling interest                                                                                1,052                                                          ---                                       ---                                                                        (1,058)                                                   ---                  ---                    ---                       (1,058)
  Acquisition of non-controlling interests                                                                                (1,194)20,641                                    ---                                                                        1,327                                                     ---                  ---                    ---                       1,327
  Recognition of non-controlling interest upon sale of Freight Holding preferred stock                                        ---                                                            ---                                       ---                                                                        ---                                                       ---                  ---                    675                       675
  Derecognition of non-controlling interests upon divestiture                                                                 \(356\)                                                        ---                                       ------                                                       ---                  ---                    \(701\)                   \(701\)
  Issuance of common stock for settlement of RSUs                                                                             ---                                                            36,703                                    ---                                                                        ---                                                       ---                  ---                    ---                       ---
  Shares withheld related to net share settlement                                                                             ---                                                            \(527\)                                   ---                                                                        \(28\)                                                    ---                  ---

uber.txt

---                       \(28\)
  Unrealized loss on investments in available-for-sale debt securities, net of tax                                            ---                                                            ---                                       ---                                                                        ---                                                       \(46\)               ---                    ---                       \(46\)
  Foreign currency translation adjustment                                                                                ---                                                            ---                                       ---                                                                        ---                                                       57                   ---                    ---                       57Net income (loss)                                                                                \(85\)                                                         ---                                       ---                                                                        ---                                                       ---                  \(496\)                12                        \(484\)
  Balance as of December 31, 2021                                                                                \$                                    204                                1,949,316                                                                       \$   ---                                                                        \$   38,608               \$        \(524\)                \$   (23,626)                \$   687          \$   15,145
  ------------------------------------------------------------------------------------------------------------------------ -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- --------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- --------- ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

77

UBER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND
EQUITY

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

  ------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- ------ ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- --

uber.txt

-- -- -- -- -- -- -- -- -- -- -- -- --

                                                                                Redeemable Non-Controlling Interest             Common Stock             Additional Paid-In Capital      Accumulated Other Comprehensive Income (Loss)        Accumulated Deficit            Non-redeemable Non-Controlling Interests        Total Equity
                                                                                Shares                   Amount
  Balance as of December 31, 2021                                                    \$                                    204                                1,949,316                                                                       \$   ---                                                                       \$   38,608               \$        \(524\)             \$   (23,626)                \$   687          \$   15,145
  Exercise of stock options                                                          ---                                                            4,151                                     ---                                                                        19                                                       ---                  ------                    19
  Stock-based compensation                                                           ---                                                            ---                                       ---                                                                        1,843                                                    ---                  ---                    ---                    1,843
  Issuance of common stock for settlement of RSUs                                    ---                                                            47,828                                    ---                                                                        ---                                                      ---                  ---                    ---                    ---
  Issuance of common stock under the Employee Stock Purchase Plan---                                                            4,599                                     ---                                                                        92                                                       ---                  ---                    ---                    92

  Shares withheld related to net share settlement                                    ---                                                            \(540\)                                   ---                                                                        \(17

uber.txt

\)                                                   ---                  ---                    ---                    \(17\)
  Issuance of common stock for settlement of contingent consideration liability      ---                                                            132                                       ---                                                                        5                                                        ---                  ---                    ---                    5Foreign currency translation adjustment                                            \(3\)                                                          ---                                       ---                                                                        ---                                                      81                   ---                    ---                    81
  Recognition of non-controlling interest upon capital investment                    18                                                             ---                                       ---                                                                        ---                                                      ---                  ---                    ---                    ---
  Recognition of non-controlling interest upon issuance of subsidiary stock          ---                                                            ------                                                                        ---                                                      ---                  ---                    5                      5
  Issuance of Freight subsidiary preferred stock                                     250                                                            ---                                       ---                                                                        ---                                                      ---                  ---                    ---                    ---
  Net income (loss)                                                                  \(39\)                                                         ---                                       ---                                                                        ---                                                      ---                  (9,141)                42(9,099)
  Balance as of December 31, 2022                                                    \$                                    430                                2,005,486                                                                       \$   ---                                                                       \$   40,550               \$        \(443\)             \$   (32,767)                \$   734          \$   8,074
  ------------------------------------------------------------------------------- -- ------------------------------------- ------ -- -------------- --------- ---------------------------- -- ----------------------------------------------- ---- --------------------- -------- ------------------------------------------ ---- -------------- -- -- --------- --------- -- ------ ---- ---------- --------- -- ---- ------ -- -- ---- --------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial

uber.txt

statements.*

78

  ------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

  UBER TECHNOLOGIES, INC.                                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS   (In millions)

                                                                                Year Ended December 31,
                                                                                2020                                2021             2022
  Cash flows from operating activities
  Net loss including non-controlling interests                                                                                \$                        (6,788)                    \$     \(570\)                \$   (9,138)
  Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
  Depreciation and amortization575                                        902                        947
  Bad debt expense                                                                                76                                         109                        114
  Stock-based compensation                                                                                827                                        1,168                      1,793
  Gain from sale of investments                                                                                ---                                        \(413\)                    ---
  Gain on business divestitures, net                                                                                \(204\)                                    (1,684)                    \(14\)Deferred income taxes                                                                                \(266\)                                    \(692\)                    \(441\)
  Impairment of debt and equity securities                                                                                1,690                                      ---                        ---
  Impairments of goodwill, long-lived assets and other assets                                                                         404                                        116                        28
  Impairment of equity method investment                                                                                ---                                        ---                        182
  Loss (income) from equity method investments, net                                                                                34

uber.txt

37                         \(107\)
  Unrealized (gain) loss on debt and equity securities, net                                                                           125                                        (1,142)                    7,045
  Revaluation of MLU B.V. call option                                                                                ---                                        ---                        \(191\)
  Unrealized foreign currency transactions                                                                                48                                         38                         96
  Other                                                                                2                                          4                          \(7\)
  Change in assets and liabilities, net of impact of business acquisitions and disposals:
  Accounts receivable                                                                                142                                        \(597\)                    \(542\)
  Prepaid expenses and other assets                                                                                94                                         \(236\)                    \(196\)
  Collateral held by insurer                                                                                339                                        860                        ---
  Operating lease right-of-use assets                                                                                341                                        165                        193Accounts payable                                                                                \(133\)                                    90                         \(133\)
  Accrued insurance reserves                                                                                \(3\)                                      516                        736
  Accrued expenses and other liabilities                                                                                83                                         1,068                      492
  Operating lease liabilities                                                                                \(131\)                                    \(184\)                    \(215\)
  Net cash provided by (used in) operating activities                                                                                (2,745)\(445\)                    642
  Cash flows from investing activities
  Purchases of property and equipment                                                                                \(616\)                                    \(298\)                    \(252\)
  Purchases of non-marketable equity securities                                                                                \(10\)                                     \(982\)                    \(14\)
  Purchases of marketable securities                                                                                (2,101)                                    (1,113)                    (1,708)
  Proceeds from sale of non-marketable equity securities

uber.txt

---                                        500                        ---
  Proceeds from maturities and sales of marketable securities                                                                         1,360                                      2,291                      376
  Proceeds from sale of equity method investments and grant of related call option                                                    ---                                        1,000                      ---
  Proceeds from business divestiture, net of cash divested                                                                            ---                                        ---                        26
  Acquisition of businesses, net of cash acquired                                                                                (1,471)                                    (2,314)                    \(59\)Return of capital from equity method investee                                                                                91                                         ---                        ---
  Purchase of notes receivables                                                                                \(185\)                                    \(297\)                    ---
  Other investing activities                                                                                63                                         12                         \(6\)
  Net cash used in investing activities                                                                                (2,869)                                    (1,201)                    (1,637)
  Cash flows from financing activitiesProceeds from issuance and sale of subsidiary stock units                                                                           247                                        675                        255
  Proceeds from the issuance of common stock under the Employee Stock Purchase Plan                                                   125                                        107                        92
  Issuance of term loan and notes, net of issuance costs                                                                              2,628                                      1,484                      ---
  ------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

79

  ---------------------------------------------------------------

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----------------------------------------- --------------------------------------- ------------------------- -------- ------ --------- ------ -------- --------- -- ---- -------- -- -- -- -- -- -- -- -- --

  UBER TECHNOLOGIES, INC.                                                                                CONSOLIDATED STATEMENTS OF CASH FLOWS   (In millions)

                                                                                Year Ended December 31,2020                               2021             2022
  Principal repayment on term loan and notes                                                                                \(527\)                                   \(27\)                    ---
  Principal repayment on Careem Notes                                                                                \(891\)                                   \(307\)                   \(80\)
  Principal payments on finance leases                                                                                \(224\)                                   \(226\)                   \(184\)
  Other financing activities21                                        74                        \(68\)
  Net cash provided by financing activities                                                                                1,379                                     1,780                     15
  Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents                                           \(92\)                                    \(69\)                    \(148\)
  Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents                                                   (4,327)                                   65                        (1,128)
  Cash and cash equivalents, and restricted cash and cash equivalentsBeginning of period                                                                                12,067                                    7,391                     7,805
  Reclassification from (to) assets held for sale during the period                                                                                \(349\)                                   349                       ---
  End of period, excluding cash classified within assets held for sale                                                                             \$                        7,391                     \$     7,805                 \$   6,677

  Supplemental disclosures of cash flow information

uber.txt

Cash paid for:
  Interest, net of amount capitalized                                                                                \$                        412                       \$     449                   \$   513
  Income taxes, net of refunds                                                                                82                                        87                        175
  Non-cash investing and financing activities:Finance lease obligations                                                                                196                                       184                       349
  Right-of-use assets obtained in exchange for lease obligations                                                                                202                                       273                       329
  Common stock issued in connection with acquisitions                                                                                3,898                                     1,868                     ---
  Ownership interest received in exchange for divestitures                                                                                171                                       1,018                     ---
  Issuance of Careem Notes including the holdback amount                                                                                1,634                                     ---                       ---
  Conversion of convertible notes to common stock related to Careem                                                                                ---                                       232                       ---
  -------------------------------------------------------------------------------------------------------- --------------------------------------- ------------------------- -------- ------ --------- ------ -------- --------- -- ---- -------- -- -- -- -- -- -- -- -- --

*The accompanying notes are an integral part of these consolidated
financial statements.*

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UBER TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 --Description of Business and Summary of Significant Accounting
Policies

*Description of Business*

Uber Technologies, Inc. ("ber,""e,""ur,"or "s" was incorporated in
Delaware in July 2010, and is headquartered in San Francisco,
California. Uber is a technology platform that us

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es a massive network,
leading technology, operational excellence and product expertise to
power movement from point A to point B. Uber develops and operates
proprietary technology applications supporting a variety of offerings on
its platform ("latform(s)"or "latform(s)". Uber connects consumers
("ider(s)" with independent providers of ride services ("obility
Driver(s)" for ridesharing services, and connects Riders and other
consumers ("aters" with restaurants, grocers and other stores
(collectively, "erchants" with delivery service providers ("ouriers" for
meal preparation, grocery and other delivery services. Riders and Eaters
are collectively referred to as "nd-user(s)"or "onsumer(s)."Mobility
Drivers and Couriers are collectively referred to as "river(s)."Uber
also connects consumers with public transportation networks. Uber uses
this same network, technology, operational excellence and product
expertise to connect shippers with carriers in the freight industry.
Uber is also developing technologies designed to provide new solutions
to solve everyday problems.

Our technology is used around the world, principally in the United
States (".S." and Canada, Latin America, Europe, theMiddle East,
Africa, and Asia (excluding China and Southeast Asia).

*Basis of Presentation*

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States ("AAP". We consolidate our wholly-owned subsidiaries and
majority-owned subsidiaries over which we exercise control, and variable
interest entities ("IE" where we are deemed to be the primary
beneficiary. Refer to Note 15 --Variable Interest Entities for further
information. All intercompany balances and transactions have been
eliminated.

*Use of Estimates*

The preparation of our consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions, which
affect the reported amounts in the financial statements and accompanying
notes. Estimates are based on historical experience, where applicable,
and other assumptions which management believes are reasonable under the
circumstances. On an ongoing basis, management evaluates estimates,
including, but not limited to: fair values of investments and other
financial instruments (including the measurement of credit or impairment
losses); useful lives of

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amortizable long-lived assets; fair value of
acquired intangible assets and related impairment assessments;
impairment of oodwill; stock-based compensation; income taxes and
non-income tax reserves; certain deferred tax assets and tax
liabilities; insurance reserves; and other contingent liabilities. These
estimates are inherently subject to judgment and actual results could
differ from those estimates. 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.

*Concentration of Credit Risk*

Cash and cash equivalents, short-term investments, restricted cash and
cash equivalents, restricted investments, other receivables, and
accounts receivable are potentially subject to credit risk
concentration. Cash, cash equivalents, and available-for-sale securities
primarily consist of money market funds, cash deposits, U.S. government
and agency securities, and investment-grade corporate debt securities.
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. We have not
experienced any material losses related to these concentrations during
the periods presented. Our other receivables primarily consist of funds
withheld by well-established insurance companies with high credit
quality that may be used to cover future settlement of reserved
insurance claims. We rely on a limited number of third parties to
provide payment processing services ("ayment service providers" to
collect amounts due from end-users. Payment service providers are
financial institutions or credit card companies that we believe are of
high credit quality. No customers accounted for 10% or more of revenue
for the years ended December 31, 2020, 2021 and 2022.

*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 t

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hrough 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.

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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 "helter-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'
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.

*Cash and Cash Equivalents*

Cash and cash equivalents consist of cash held in checking and savings
accounts as well as investments in money market funds, U.S. government
and agency securities, commercial paper, corporate bonds, and time
deposits. We consider all highly-liquid inv

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estments purchased with an
original or remaining maturity of three months or less at the date of
purchase to be cash equivalents. Cash includes amounts collected on
behalf of, but not yet remitted to Drivers and Merchants, which are
included in accrued and other current liabilities on the consolidated
balance sheets.

*Restricted Cash and Cash Equivalents*

Restricted cash and cash equivalents are pledged as security for letters
of credit or other collateral amounts established by us for certain
insurance policies and also include cash and cash equivalents that are
unavailable for immediate use due to legal and/or contractual
restrictions. Restricted cash and cash equivalents are classified as
current and non-current assets based on the contractual or estimated
term of the remaining restriction. The reconciliation of cash and cash
equivalents and restricted cash and cash equivalents to amounts
presented in the consolidated statements of cash flows are as follows
(in millions):

  --------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --As of December 31,
                                                                                2020                          2021            2022
  Cash and cash equivalents                                                      \$                   5,647                    \$     4,295                \$   4,208
  Restricted cash and cash equivalents - current                                 250                                  631                      680
  Restricted cash and cash equivalents - non-current                             1,494                                2,879                    1,789
  Total cash and cash equivalents, and restrict

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ed cash and cash equivalents      \$                   7,391                    \$     7,805                \$   6,677
  --------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --

*Collateral Held by Insurer*

Collateral held by insurer represents funds held by James River Group
companies ("ames River". These funds, previously held in a trust
account, were withdrawn by James River during the fourth quarter of 2019
upon notice of cancellation of their insurance policies (primarily auto
insurance policies) issued to one of our subsidiaries. The funds served
as collateral for us and our subsidiary' current and future claim
settlement obligations nder the indemnification agreements for these
insurance policies as included in insurance reserves on the consolidated
balance sheet. Accordingly, the amount withdrawn was presented as
collateral held by insurer on the consolidated balance sheet.

During the third quarter of 2021, in connection with the legacy auto
insurance transfer as described below, James River returned funds,
previously presented as collateral held by insurer, to the trust account
where the funds were previously held. Accordingly, the funds were
reclassified from collateral held by insurer to non-current restricted
cash and cash equivalents on our consolidated balance sheet as of
December 1, 2021.

*Legacy Auto Insurance Transfer*

On September 27, 2021, Aleka Insurance, Inc., our wholly-owned captive
insurance subsidiary, entered into a Loss Portfolio Transfer Reinsurance
Agreement (the "PTA" with James River effective July 1, 2021. Pursuant
to the LPTA, our captive insurance subsidiary reinsured certain
automobile liability insurance risks relating to activity on our
platform between 2013 and 2019 in exchange for payment by James River to
our captive insurance subsidiary of a premium in the amount of \$345
million ("remium". Subsequent to the LPTA, we retain substantially all
of the liabilities on these policies when taken together with previous
risk transfer arrangements. In connection with the LPTA, claims
currently administered by James River will be transferred to a
third-party claims administrator for ongoing handling (the "ransferred
Claims" at our expense. The liabilities associ

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ated with the Transferred
Claims were re-evaluated as of September 30, 2021, and adverse
development was recognized on certain of those liabilities. During the
third quarter of 2021, we recognized a \$103 million charge in our
consolidated statement of operations consisting of the difference
between the Premium and the assumed liabilities (including the cost of
future claims administration), expenses associated with the LPTA, and
the adverse development on the Transferred Claims.

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*Accounts Receivable and Allowance for Doubtful Accounts*

Accounts receivable represents uncollected payments from end-users for
completed transactions where (i) the payment method is credit card and
includes (a) end-user payments not yet settled with payment service
providers, and (b) end-user payments settled by payment service
providers but not yet remitted to us, (ii) completed shipments where we
have an unconditional right to the consideration from Freight customers
("hippers" and payment has not been received or (iii) uncollected
payments from Uber for Business organizations for completed
transactions. The timing of settlement of amounts due from these parties
varies by region and by product. The portion of the receivable to be
remitted to Drivers and Merchants is included in accrued and other
current liabilities. Refer to Note 9 --Supplemental Financial Statement
Information for amounts payable to Drivers and Merchants.

Although we pre-authorize forms of payment to mitigate our exposure, we
bear the cost of any accounts receivable losses. We record an allowance
for doubtful accounts for accounts receivable that may never settle or
be collected, as well as for credit card chargebacks including
fraudulent credit card transactions. We consider the allowance for
doubtful accounts for fare amounts to be direct and incremental costs to
revenue earned and, therefore, the costs are primarily included as cost
of revenue in the consolidated statements of operations. We estimate the
allowance based on historical experience, stimated future payments and
geographical trends, which are reviewed periodically and as needed, and
amounts are written off when determined to be uncollectible. Chargebacks
and credit card losses were \$178 million, \$246 million and \$286
million for the years ended December 31, 2020, 2021 and 2022,
respectively.

*Property and Equipment, Net*

Property and

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equipment are stated at cost, net of accumulated
depreciation and amortization. Depreciation and amortization is computed
using the straight‑ine method over the estimated useful lives of the
assets, which are as follows:

  --------------------------- -- ------------------------------------------------ -- -- -- -- -- --

  Property and Equipment         Estimated Useful Life
  Land                           Indefinite
  Buildings                      30-45 years
  Site improvements              5-15 years
  Leased vehicles                3-10 years
  Computer equipment             3-5 years
  Furniture and fixtures         3-5 yearsInternal-use software          2 years
  Leased computer equipment      Shorter of estimated useful life or lease term
  Leasehold improvements         Shorter of estimated useful life or lease term
  --------------------------- -- ------------------------------------------------ -- -- -- -- -- --

When assets are retired or otherwise disposed of, the cost, accumulated
depreciation and amortization are removed from the accounts and any
resulting gain or loss is reflected in the consolidated statements of
operations in the period realized. Maintenance and repairs that do not
enhance or extend the asset' useful life are charged to operating
expenses as incurred.

We capitalize certain costs, such as compensation costs, including
stock-based compensation, and interest incurred on outstanding debt, in
developing internal-use software once planning has been completed,
management has authorized and committed project funding, and it is
probable that the project will be completed and the software will
function as intended. Amortization of such costs occurs on a
straight-line basis over the es

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timated useful life of the related asset
and begins once the asset is ready for its intended use. Costs incurred
prior to meeting these criteria, together with costs incurred for
training and maintenance, are expensed as incurred. In addition, we
capitalize interest incurred on outstanding debt during the period of
construction-in-progress of certain assets.

*Leases*

We account for leases in accordance with Accounting Standards
Codification ("SC" 842, "eases"("SC 842". We elected the "ackage of
practical expedients,"which permits us not to reassess under ASC 842 our
prior conclusions about lease identification, lease classification and
initial direct costs. We made a policy election not to separate
non-lease components from lease components, therefore, we account for
lease and non-lease components as a single lease component. We also
elected the short-term lease recognition exemption for all leases that
qualify.

We determine if a contract contains a lease at inception of the
arrangement based on whether we have the right to obtain substantially
all of the economic benefits from the use of an identified asset and
whether we have the right to direct the use of an identified assetin
exchange for consideration, which relates to an asset which we do not
own. Right of use ("OU" assets represent our right to use an underlying
asset for the lease term and lease liabilities represent our obligation
to make lease payments arising from the lease. ROU assets are recognized
as the lease liability, adjusted for lease incentives received. Lease
liabilities are recognized at the present value of the future lease
payments at the lease commencement date. The interest rate used to
determine the present value of the future lease payments is our
incremental borrowing rate ("BR", because the interest rate implicit in
most of our leases is not readily determinable. The IBR is a
hypothetical rate based on our understanding of what our credit rating
would be to borrow and resulting interest we would pay to borrow an
amount equal to the lease payments in a similar economic environment
over the lease term on a

83

collateralized basis. Lease payments may be fixed or variable; however,
only fixed payments or in-substance fixed payments are included in our
lease liability calculation. Variable lease payments may include costs
such as common area maintenance, utilities, real estate

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taxes or other
costs. Variable lease payments are recognized in operating expenses in
the period in which the obligation for those payments are incurred.

Operating leases are included in operating lease ROU assets, operating
lease liabilities, current and operating lease liabilities, non-current
on our consolidated balance sheets. Finance leases are included in
property and equipment, net, accrued and other current liabilities, and
other long-term liabilities on our consolidated balance sheets. For
operating leases, lease expense is recognized on a straight-line basis
in operations over the lease term. For finance leases, lease expense is
recognized as depreciation and interest; depreciation on a straight-line
basis over the lease term and interest using the effective interest
method. 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.

*Acquisitions*

We account for acquisitions of entities or asset groups that qualify as
businesses in accordance with ASC 805, "usiness Combinations"("SC 805".
The purchase price of the acquisition is allocated to the tangible and
intangible assets acquired and liabilities assumed based on their
estimated fair values at the acquisition date. The excess of the
purchase price over those fair values is recorded as goodwill. During
the measurement period, which may be up to one year from the acquisition
date, we may record adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill. Upon the conclusion
of the measurement period or final determination of the values of assets
acquired or liabilities assumed, whichever comes first, any subsequent
adjustments are recorded in the consolidated statements of operations.
Refer to Note 17 --Business Combinations for further information.

*Goodwill*

Goodwill represents the excess of the purchase price over the fair value
of net assets acquired in a business combination and is allocated to
reporting units expected to benefit from the business combination. We
test goodwill for impairment at least annually, in the fourth quarter,
or whenever events or changes in circumstances indicate that goodwill
might be impaired. We evaluate our reporting units when changes in our
operating structure occur, and if necessary, reassign goodwill using a
relative fair value allocation approach

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. In testing for goodwill
impairment, we first assess qualitative factors to determine whether the
existence of events or circumstances leads to a determination that it is
more likely than not that the fair value of a reporting unit is less
than its carrying amount. If, after assessing the totality of events or
circumstances, we determine it is not more likely than not that the fair
value of a reporting unit is less than its carrying amount, then
additional impairment testing is not required. However, if we conclude
otherwise, we proceed to the quantitative assessment.

The quantitative assessment compares the estimated fair value of a
reporting unit to its book value, including goodwill. If the fair value
exceeds book value, goodwill is considered not to be impaired and no
additional steps are necessary. However, if the book value of a
reporting unit exceeds its fair value, an impairment loss will be
recognized in an amount equal to that excess, limited to the total
amount of goodwill allocated to that reporting unit. Refer to Note 7
--Goodwill and Intangible Assets for further information.

*Intangible Assets, Net*

Intangible assets are carried at cost and amortized on a straight-line
basis over their estimated useful lives, which range from two to 18
years. We review definite-lived intangible assets for impairment under
the long-lived asset model described in the Evaluation of Long-Lived
Assets for Impairment section. Refer to Note 7 --Goodwill and Intangible
Assets for further information.

*Investments*

*Equity Securities*

Accounting for our equity securities varies depending on the
marketability of the security and the type of investment. Our marketable
equity securities in publicly traded companies are measured at fair
value with unrealized gains and losses recognized in the consolidated
statements of operations. Certain investments in non-marketable equity
securities are measured at cost, with remeasurements to fair value only
upon the occurrence of observable price changes in orderly transactions
for the identical or similar securities of the same issuer, or in the
event of any impairment. We reassess at each reporting period to
determine whether non-marketable equity securities have a readily
determinable fair value, in which case they would no longer be eligible
for fair value measurement alternative. Non-marketable equity securities
that we el

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ected to apply the fair value option and equity securities
with a readily determinable fair value are measured at fair value on a
recurring basis with changes in fair value recognized in the
consolidated statements of operations. We evaluate our non-marketable
equity securities for impairment at each reporting period based on a
qualitative assessment that considers various potential impairment
indicators. Impairment indicators might include, but would not
necessarily be limited to, a significant deterioration in the earnings
performance, credit rating, asset quality, or business prospects of the
investee, a significant adverse change in the regulatory, economic, or
technological environment of the investee, a bona fide offer to
purchase, an offer by the investee to sell, or a completed auction
process for the same or similar securities for an amount less than the
carrying amount of the investments in those securities. If an impairment
exists, a loss is recognized in the consolidated statements of
operations for the amount by which the carrying value exceeds the fair
value of the investment. We include investments in equity

84

securities within investments on the consolidated balance sheets.

*Debt Securities*

Accounting for our debt securities varies depending on the legal form of
the security, our intended holding period for the security, and the
nature of the transaction. Investments in debt securities are classified
as available-for-sale and are initially recorded at fair value.
Investments in marketable debt securities may include U.S. government
and agency securities, commercial paper, corporate bonds, and time
deposits. Certain investments in non-marketable equity securities with
redemption, interest, or other debt-like features were classified as
available-for-sale debt securities. Subsequent changes in fair value of
available-for-sale debt securities are recorded in other comprehensive
income (loss), net of tax. We record certain of our debt securities at
fair value with the changes in fair value recorded in earnings under the
fair value option of accounting for financial instruments.

As of December 1, 2022, we considered our marketable debt securities as
available for use in current operations, including those with maturity
dates beyond one year, and therefore classify these securities as
short-term investments on the consolidated balance sheet.

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*Allowance for Credit Losses on Available-for-sale Debt Securities*

We account for credit losses on available-for-sale debt securities in
accordance with ASC 326, Financial Instruments - Credit Losses ("SC
326". Under ASC 326, at each reporting period, we evaluate our
available-for-sale debt securities at the individual security level to
determine whether there is a decline in the fair value below its
amortized cost basis (an impairment). In circumstances where we intend
to sell, or are more likely than not required to sell, the security
before it recovers its amortized cost basis, the difference between fair
value and amortized cost is recognized as a loss in the consolidated
statements of operations, with a corresponding write-down of the
security' amortized cost. In circumstances where neither condition
exists, we then evaluate whether a decline is due to credit-related
factors. The factors considered in determining whether a credit loss
exists can include the extent to which fair value is less than the
amortized cost basis, changes in the credit quality of the underlying
loan obligors, credit ratings actions, as well as other factors. To
determine the portion of a decline infair value that is credit-related,
we compare the present value of the expected cash flows of the security
discounted at the security' effective interest rate to the amortized
cost basis of the security. A credit-related impairment is limited to
the difference between fair value and amortized cost, and recognized as
an allowance for credit loss on the consolidated balance sheet with a
corresponding adjustment to net income (loss). Any remaining decline in
fair value that is non-credit related is recognized in other
comprehensive income (loss), net of tax. Improvements in expected cash
flows due to improvements in credit are recognized through reversal of
the credit loss and corresponding reduction in the allowance for credit
loss.

*Restricted Investments*

As of December 1, 2022, restricted investments on the consolidated
balance sheet are comprised of marketable debt securities that may
include U.S. government and agency securities, commercial paper,
corporate bonds, and time deposits, which are held in trust accounts at
third-party financial institutions pursuant to certain contracts with
insurance providers. Restricted investments are classified as
non-current assets as these

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investments are unavailable for use in
short-term operations due to legal and/or contractual restrictions.

*Equity Method Investments*

Investments in common stock or in-substance common stock of entities
that provide us with the ability to exercise significant influence, but
not a controlling financial interest, over the investee are accounted
for under the equity method of accounting, unless the fair value option
is elected. Investments accounted for under the equity method are
initially recorded at cost. Subsequently, we recognize through the
consolidated statements of operations and as an adjustment to the
investment balance, our proportionate share of the investees'net income
or loss and the amortization of basis differences. We record our share
of the results of equity method investments one quarter in arrears as
income (loss) from equity method investment, net of tax in the
consolidated statements of operations. We evaluate each of our equity
method investments at the end of each reporting period to determine
whether events or changes in business circumstances indicate that the
carrying value of the investment may not be fully recoverable. We
recognize in the consolidated statements of operations and as an
adjustment to the investment balance, any required impairment loss.
Evidence of a loss in value might include, but would not necessarily be
limited to, absence of an ability to recover the carrying amount of the
investment or inability of the investee to sustain an earnings capacity
that would justify the carrying amount of the investment. This
evaluation consists of several qualitative and quantitative factors
including recent financial results and operating trends of the investee;
implied values in recent transactions of investee securities; other
publicly available information that may affect the value of our
investments.

*Evaluation of Long-Lived Assets for Impairment*

We evaluate our held-and-used long-lived assets for indicators of
possible impairment when events or changes in circumstances indicate the
carrying amount of an asset or asset group (collectively, the "sset
group" may not be recoverable. We measure the recoverability of the
asset group by comparing the carrying amount of such asset groups to the
future undiscounted cash flows it expects the asset group to generate.
If we consider the asset group to be impaired, the impairment t

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o be
recognized equals the amount by which the carrying value of the asset
group exceeds its fair value.

85

*Fair Value Measurements and Financial Instruments*

Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In accordance with ASC 820,
Fair Value Measurement ("SC 820", we use the fair value hierarchy, which
prioritizes the inputs used to measure fair value. The hierarchy, as
defined below, gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities and the lowest
priority to unobservable inputs. The three levels of the fair value
hierarchy are set forth below:

Level     bservable inputs such as quoted prices in active markets for
identical assets or liabilities.

Level     bservable inputs other than Level 1 prices such as quoted
prices for similar assets or liabilities in active markets, quoted
prices in markets that are not active or inputs other than the quoted
prices that are observable either directly or indirectly for the full
term of the assets or liabilities.

Level     nobservableinputs in which there is little or no market data
and that are significant to the fair value of the assets or liabilities.

Our primary financial instruments include receivables, investments in
debt and equity securities, accounts payable, accrued liabilities,
long-term debt and warrants. The estimated fair value of marketable debt
securities, accounts receivable, accounts payable and accrued
liabilities approximates their carrying value due to the short-term
maturities of these instruments. Refer to Note 3 --Investments and Fair
Value Measurement and Note 8 --Long-Term Debt and Revolving Credit
Arrangements for further information.

*Variable Interest Entities*

We evaluate our ownership, contractual and other interests in entities
to determine if we have a variable interest in an entity. These
evaluations are complex, involve judgment, and the use of estimates and
assumptions based on available historical and prospective information,
among other factors. If we determine that an entity for which we hold a
contractual or ownership interest in is a VIE and that we are the
primary beneficiary, we consolidate such entity in the consolidated
financial statements. The primary beneficiar

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y of a VIE is the party that
meets both of the following criteria: (1) has the power to make
decisions that most significantly affect the economic performance of the
VIE; and (2) has the obligation to absorb losses or the right to receive
benefits that in either case could potentially be significant to the
VIE. Periodically, we determine whether any changes in the interest or
relationship with the entity impacts the determination of whether we are
still the primary beneficiary. If we are not deemed to be the primary
beneficiary in a VIE, we account for the investment or other variable
interests in a VIE in accordance with applicable GAAP. Refer to Note 15
--Variable Interest Entities for further information.

*Revenue Recognition*

We recognize revenue when or as we satisfy our obligations. We derive
our revenues principally from Drivers'and Merchants'use of our platform,
on-demand lead generation, and related services, including facilitating
payments from end-users. The service enables Drivers and Merchants to
seek, receive and fulfill on-demand requests from end-users seeking
Mobility or Delivery services (collectively the "ber Service". Beginning
in 2020, in certain markets we also generate revenue from end-users. We
charge a direct fee for use of the platform and in exchange for Mobility
and Delivery services. Additionally, we derive revenue from customers\'
use of Freight services.

We periodically reassess our revenue recognition policies as new
offerings become material, and business models and other factors evolve.

*Mobility and Delivery Agreements*

We primarily enter into Master Services Agreements ("SA" with Drivers
and Merchants to use the platform. The MSA defines the service fee we
charge Drivers and Merchants for each transaction. Upon acceptance of a
transaction, Drivers and Merchants agree to perform the services as
requested by an end-user. The acceptance of a transaction request
combined with the MSA establishes enforceable rights and obligations for
each transaction. A contract exists between us and the Drivers and
Merchants after the Drivers and Merchants accept a transaction request
and the Drivers'and Merchants'ability to cancel the transaction lapses.

The Uber Service activities are performed to satisfy our sole
performance obligation in the transaction, which is to connect Drivers
and Merchants with end-users to facilitate the comp

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letion of a
successful transaction.

In 2020, we modified our arrangements in certain markets and, as a
result, concluded we are responsible for Delivery services to end-users
in those markets. 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. We recognized cost of revenue,
exclusive of depreciation and amortization of \$439 million, \$2.4
billion, and \$3.8 billion for the years ended December 31, 2020, 2021
and 2022, respectively, associated with these Delivery transactions.

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In 2020, we began charging Mobility end-users a fee to use the platform
in certain markets. In these transactions, in addition to a performance
obligation to Drivers, we also have a performance obligation to
end-users, which is to connect end-users to Drivers in the marketplace.
We recognize revenue when a trip is complete. We present revenue on a
net basis for these transactions, as we do not control the service
provided by Drivers to end-users.

In 2022, we modified our arrangements in certain markets and, as a
result, concluded we are responsible for the provision of Mobility
services to end-users in those markets. We have determined that in these
transactions, end-users are our customers and our sole performance
obligation in the transaction is to provide transportation services to
the end-user. We recognize revenue when a trip is complete. In these
markets where we are responsible for Mobility services, we present
revenue from end-users on a gross basis, as we control the service
provided by Drivers to end-users, while payments to Drivers in exchange
for Mobility services are recognized in cost of revenue, exclusive of
depreciation and amortization.

In all markets aside from the above three scenarios, end-users are not
our customers as end-users access the platform for free and we have no
performance obligation to end-users.

*Principal vs. Agent Considerations*

Judgm

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ent is required in determining whether we are the principal or
agent in transactions with Drivers, Merchants and end-users. We evaluate
the presentation of revenue on a gross or net basis based on whether we
control the service provided to the end-user and are the principal (i.e.
"ross", or we arrange for other parties to provide the service to the
end-user and are an agent (i.e. "et". This determination also impacts
the presentation of incentives provided to Drivers and Merchants and
discounts and promotions offered to end-users to the extent they are not
customers.

For the majority of Mobility and Delivery transactions, our role is to
provide the Uber Service to Drivers and Merchants to facilitate a
successful trip or Delivery service to end-users. We concluded we do not
control the good or service provided by Drivers and Merchants to
end-users as (i) we do not pre-purchase or otherwise obtain control of
the Drivers'and Merchants'goods or services prior to its transfer to the
end-user; (ii) we do not direct Drivers and Merchants to perform the
service on our behalf, and (iii) we do not integrate services provided
by Drivers and Merchants with our other services and then providethem
to end-users. As part of our evaluation of control, we review other
specific indicators to assist in the principal versus agent conclusions.
We are not primarily responsible for Mobility and Delivery services
provided to end-users, nor do we have inventory risk related to these
services. While we facilitate setting the price for Mobility and
Delivery services, the Drivers and Merchants and end-users have the
ultimate discretion in accepting the transaction price and this
indicator alone does not result in us controlling the services provided
to end-users.

In the vast majority of transactions with end-users, we act as an agent
of the Driver or Merchant by connecting end-users seeking Mobility and
Delivery services with Drivers and Merchants looking to provide these
services. Drivers and Merchants are our customers and pay us a service
fee for each successfully completed transaction with end-users.
Accordingly, we recognize revenue on a net basis, representing the fee
we expect to receive in exchange for us providing the service to Drivers
and Merchants. In certain markets, we promise Mobility or Delivery
services to end-users for a fee and separately subcontract with Drivers
t

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o provide the Mobility or Delivery services. In these markets, we are
the principal for the services and present the respective Mobility and
Delivery revenue on a gross basis because we are primarily responsible
for the services.

*Mobility*

We derive our Mobility revenue primarily from service fees paid by
Drivers for use of the platform and related service to connect with
Riders and successfully complete a trip via the Platform. We recognize
revenue when a trip is complete.

Depending on the market where the trip is completed, the service fee is
either a fixed percentage of the end-user fare or the difference between
the amount paid by an end-user and the amount earned by Drivers. In
markets where we earn the difference between the amount paid by an
end-user and the amount earned by Drivers, end-users are quoted a fixed
upfront price for ridesharing services while we pay Drivers based on
actual time and distance for the ridesharing services provided.
Therefore, we can earn a variable amount and may realize a loss on the
transaction. We typically receive the service fee within a short period
of time following the completion of a trip.

In addition, end-users in certain markets have the option to pay cash
for trips. On such trips, cash is paid by end-users to Drivers. We
generally collect our service fee from Drivers for these trips by
offsetting against any other amounts due to Drivers, including Drivers
incentives, or via online payment methods. As we currently have limited
means to collect our service fee for cash trips and cannot control
whether Drivers will generate future amounts owed to them for offset, we
concluded collectability of such amounts is not probable until
collected. As such, uncollected service fees for cash trips are not
recognized in the consolidated financial statements until collected from
Drivers.

Mobility revenue also includes immaterial revenue streams such as our
financial partnerships products.

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*Delivery*

We derive our Delivery revenue primarily from service fees paid by
Couriers and Merchants for use of the platform and related service to
successfully complete a meal delivery service on the platform. In
certain markets, Delivery also includes offerings for grocery, alcohol
and convenience store delivery as well as select other goods. We
recognize revenue when a Delivery transaction is complete.

In the majority of transa

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ctions, the service fee paid by Merchants is a
fixed percentage of the meal price. The service fee paid by Couriers is
the difference between the delivery fee amount paid by the end-user and
the amount earned by the Couriers. End-users are quoted a fixed price
for the meal delivery while we pay Couriers based on time and distance
for the delivery. Therefore, we earn a variable amount on a transaction
and may realize a loss on the transaction. We typically receive the
service fee within a short period of time following the completion of a
delivery.

*Freight*

We derive our Freight revenue from freight transportation services
provided to Shippers.

*[Brokerage]{.underline}*

Brokerage revenue represents the gross amount of fees charged to
Shippers for our services because we control the service provided to
customers. Costs incurred with carriers for Brokerage are recorded in
cost of revenue. Shippers contract with us to utilize our network of
independent freight carriers to transport freight. We enter into
contracts with Shippers that define the price for each shipment and
payment terms. Our acceptance of the shipment request establishes
enforceable rights and obligations for each contract. By accepting the
Shipper\'s order, we have responsibility for transportation of the
shipment from origin to destination. We enter into separate contracts
with independent freight carriers and are responsible for prompt payment
of freight charges to the carrier regardless of payment by the Shipper.
We invoice the Shipper upon satisfaction of our sole performance
obligation to transport a Shipper' freight using our network of
independent freight carriers. We recognize revenue associated with our
performance obligation over the contract term, which represents our
performance over the period of time a shipment is in transit. While the
transit period of our contracts can vary based on origin and
destination, contracts still in transit at period end are not material.
Payment for our services is generally due within 30 to 45 days upon
receipt of invoice.

*[Transportation Management]{.underline}*

We provide an integrated logistics and transportation service, which can
include shipment planning, freight optimization, carrier assignment,
load management, freight audit and payment processing and other related
transportation services. Our sole performance obligation in these
contrac

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ts is the integration of these services to transport the Shipper'
freight on a shipment-by-shipment basis. The majority of our
transportation management revenue is recognized on a gross basis in the
amount of gross fees charged to Shippers upon satisfaction of our
performance obligation because we control the service provided to
customers. Costs incurred with carriers for these transactions are
recorded in cost of revenue. In transactions where we do not control the
service provided to customers, we recognize revenue on a net basis.
Revenue is recognized as our performance obligation is satisfied, which
generally represents the transit period from origin to destination by a
third-party carrier. While the transit period of our contracts can vary
based on origin and destination, contracts still in transit at period
end are not material. Payment for our services is generally due within
30 to 60 days upon completion of our performance obligation.

*[Principal vs. Agent Considerations]{.underline}*

Judgment is required in determining whether we are the principal or
agent in transactions with Shippers. For contracts where we control the
service before it is transferred to the Shipper, we are primarily
responsible for identifying and directing independent freight carriers
to transport the Shipper' goods, including having discretion in
selecting a qualified independent freight carrier that meets the
Shipper' specifications. We also have pricing discretion for the
price(s) charged to Shippers and amounts paid to Carriers. Accordingly,
we are the principal in these transactions. In certain arrangements, we
do not control the service provided to customers as we do not have
latitude in carrier selection and establishing rates with the Carrier.
Revenue is recognized on a net basis for these transactions. Contracts
where we do not control the service before it is transferred to the
Shipper are not material for the years ended December 31, 2020, 2021 and
2022.

*All Other Revenue*

All other revenue includes revenue from immaterial sources such as New
Mobility products and Advanced Technologies Group' ("TG" collaboration
revenue.

*Advertising Revenue*

We derive the majority of our advertising revenue from sponsored listing
fees paid by merchants and brands in exchange for advertising on our
platform. Advertising revenue is recognized when an end-user engages
with the sp

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onsored listing based on the number of clicks. Revenue is
presented on a gross basis in the amount billed to merchants and brands
as we control the advertisement before it is transferred to the
end-user.

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*Incentives to Customers*

Incentives provided to customers are recorded as a reduction of revenue
if we do not receive a distinct good or service or cannot reasonably
estimate the fair value of the good or service received. Incentives to
customers that are not provided in exchange for a distinct good or
service are evaluated as variable consideration, in the most likely
amount to be earned by the customer at the time or as they are earned by
customers, depending on the type of incentive. Since incentives are
earned over a short period of time, there is limited uncertainty when
estimating variable consideration.

Incentives earned by customers for referring new customers are paid in
exchange for a distinct service and are accounted for as customer
acquisition costs. We expense such referral payments as incurred in
sales and marketing expenses in the consolidated statements of
operations. We apply the practical expedient under ASC 340-40-25-4 and
expense costs to acquire new customer contracts as incurred because the
amortization period would be one year or less. The amount recorded as an
expense is the lesser of the amount of the incentive paid or the
established fair value of the service received. Fair value of the
service is established using amounts paid to vendors for similar
services. The amounts paid to customers presented as sales and marketing
expenses for the years ended December 31, 2020, 2021 and 2022 were
immaterial.

In some transactions, incentives and payments made to customers may
exceed the revenue earned in the transaction. In these transactions, the
resulting shortfall amount is recorded as a reduction of revenue.

*End-User Discounts and Promotions*

We offer discounts and promotions to end-users (that are not our
customers) to encourage use of our platform. These are offered in
various forms of discounts and promotions and include:

*[Targeted end-user discounts and promotions]{.underline}:* These
discounts and promotions are offered to a limited number of end-users in
a market to acquire, re-engage, or generally increase end-users use of
the Platform, and are akin to a coupon. An example is an offer providing
a discount on a limite

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d number of rides or meal deliveries during a
limited time period. We record the cost of these discounts and
promotions to end-users who are not our customers as sales and marketing
expenses at the time they are redeemed by the end-user.

*[End-user referrals]{.underline}:* These referrals are earned when an
existing end-user (the referring end-user) refers a new end-user (the
referred end-user) to the platform and the new end-user who is not our
customer takes their first ride on the platform. These referrals are
typically paid in the form of a credit given to the referring end-user.
These referrals are offered to attract new end-users to the Platform. We
record the liability for these referrals and corresponding expenses as
sales and marketing expenses at the time the referral is earned by the
referring end-user.

*[Market-wide promotions]{.underline}:* These promotions are pricing
actions in the form of discounts that reduce the end-user fare charged
by Drivers and Merchants to end-users who are not our customers for all
or substantially all Mobility or meal deliveries in a specific market.
This also includes any discounts offered under our subscription
offerings and certain discounts within the Uber Rewards programs, which
enable End-users to receive a fixed fare or a discount on all eligible
rides. Accordingly, we record the cost of these promotions as a
reduction of revenue at the time the transaction is completed.

*Refunds and Credits*

Refunds and credits to end-users due to end-user dissatisfaction with
the Platform are recorded as marketing expenses or as a reduction of
revenue depending on whether the end-user is considered a customer based
on the market. Refunds to end-users that we recover from Drivers and
Merchants are recorded as a reduction of revenue.

*Other*

We have elected to exclude from revenue, taxes assessed by a
governmental authority that are both imposed on and are concurrent with
specific revenue producing transactions, and collected from Drivers,
Merchants and end-users and remitted to governmental authorities.
Accordingly, such amounts are not included as a component of revenue or
cost of revenue.

*Practical Expedients*

We have utilized the practical expedient available under ASC
606-10-50-14 and do not disclose the value of unsatisfied performance
obligations for contracts with an original expected length of one year
or les

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s. We have no significant financing components in our contracts
with customers.

*Stock-Based Compensation*

We account for stock-based compensation expense in accordance with the
fair value recognition and measurement provisions of GAAP, which
requires compensation cost for the grant-date fair value of stock-based
awards to be recognized over the requisite service period. We account
for orfeitures hen they occur. The fair value of stock-based awards,
granted or modified, is determined on the grant date (or modification or
acquisition dates, if applicable) at fair value, using appropriate
valuation techniques.

*Service-Based Awards*

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We record stock-based compensation expense for service-based stock
options and restricted stock units ("SU(s)" on a straight-line basis
over the requisite service period, which is generally four years.

For stock options with service-based vesting conditions only and stock
purchase rights provided under our employee stock purchase plan, the
valuation model, typically the Black-Scholes option-pricing model,
incorporates various assumptions including expected stock price
volatility, expected term and risk-free interest rates. We estimate the
volatility of common stock on the date of grant based on the
weighted-average historical stock price volatility of our own shares or
comparable publicly traded companies in our industry group. The
risk-free interest rate is based on the U.S. Treasury yield curve in
effect at the time of grant with a term equal to the expected term. We
estimate the expected term based on the simplified method for employee
stock options considered to be "lain vanilla"options, as our historical
share option exercise experience does not provide a reasonable basis
upon which to estimate the expected term. We estimate the expected term
for non-employees'options based on the contractual term. U.S. The
expected dividend yield is 0.0% as we have not paid and do not
anticipate paying dividends on our common stock.

*Performance-Based Awards*

We have granted restricted common stock awards ("SA(s)", RSUs, stock
appreciation rights ("AR(s)", stock options, and warrants that vest upon
the satisfaction of both service-based and performance-based conditions.
The service-based condition for these awards generally is satisfied over
three or four years. The performance-based conditions generally are
satisfied upon achievin

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g specified performance targets, such as our
financial or operating metrics, and/or the occurrence of a qualifying
event, defined as the earlier of (i) the closing of certain specific
liquidation or change in control transactions, or (ii) an initial public
offering ("PO". We record stock-based compensation expense for
performance-based equity awards such as RSAs, RSUs, SARs, and stock
options on an accelerated attribution method over the requisite service
period, which is generally three or four years, and only if
performance-based conditions are considered probable to be satisfied.

For performance-based awards and RSUs, we determine the grant-date fair
value to be the fair value of our common stock on the grant date.

For performance-based SARs, stock options, and warrants, we determine
the grant-date fair value utilizing the valuation model as described
above for service-based awards.

*Market-Based Awards*

We have granted RSUs and stock options that vest only upon the
satisfaction of all the following conditions: service-based conditions,
performance-based conditions, and/or market-based conditions. The
service-based condition for these awards generally is satisfied over
threeor four years. The performance-based conditions generally are
satisfied upon achieving specified performance targets, such as the
occurrence of a qualifying event, as described above for
performance-based awards. The market-based conditions are satisfied upon
our achievement of specified fully-diluted equity values, as determined
based on our stock price.

For market-based awards, we determine the grant-date fair value
utilizing a Monte Carlo valuation model, which incorporates various
assumptions including expected stock price volatility, expected term,
risk-free interest rates, expected date of a qualifying event, and
expected capital raise percentage. We estimate the volatility of common
stock on the date of grant based on the weighted-average historical
stock price volatility of comparable publicly-traded companies in its
industry group. We estimate the expected term based on various exercise
scenarios. The risk-free interest rate is based on the U.S. Treasury
yield curve in effect at the time of grant. Prior to our IPO in May
2019, we estimated the expected date of a qualifying event based on
third-party valuations of our common stock and estimated the expected
capital raise

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percentage based on management\'s expectations at the time
of measurement of the award\'s value.

We record stock-based compensation expense for market-based equity
awards such as RSUs and stock options on an accelerated attribution
method over the requisite service period, and only if performance-based
conditions are considered probable to be satisfied. We determine the
requisite service period by comparing the derived service period to
achieve the market-based condition and the explicit service-based
period, using the longer of the two service periods as the requisite
service period.

*Employee Stock Purchase Plan ("SPP"*

We recognize stock-based expenses related to shares issued pursuant to
our 2019 ESPP on a straight-line basis over the offering period.
The SPP rovides for twelve-month offering periods, and each offering
period includes two purchase periods of approximately six months. The
ESPP llows eligible employees to purchase shares of our common stock at
a 5 percent iscount on the lower price of either (i) the offering period
begin date or (ii) the purchase date. We estimate the fair value of
shares to be issued under the SPP based on a combination of options
valued using the lack-Scholes ption-pricing model. We determine
volatility over an expected term of six months and twelve months based
on our historical volatility. We estimate the expected term based on the
contractual term.

*Common Stock Fair Value*

Subsequent to our IPO in May 2019, the fair value of common stock was
determined on the grant date using the closing price of our ommon tock.

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Prior to our IPO, the absence of an active market for our common stock
required the Board of Directors, the members of which we believe have
extensive business, finance and venture capital experience, to determine
the fair value of our common stock for purposes of granting stock-based
awards and for calculating stock-based compensation expense. We obtained
contemporaneous third-party valuations to assist the Board of Directors
in determining fair value. These contemporaneous third-party valuations
used the methodologies, approaches and assumptions consistent with the
American Institute of Certified Public Accountants Practice Guide,
*Valuation of Privately-Held-Company Equity Securities Issued as
Compensation*.

*Income Taxes*

We account for income taxes using the asset and liability method, which

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requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in
our consolidated financial statements.

We account for uncertainty in tax positions recognized in the
consolidated financial statements by recognizing a tax benefit from an
uncertain tax position when it is more likely than not that the position
will be sustained upon examination, including resolutions of any related
appeals or litigation processes, based on the technical merits. Income
tax positions must meet a more-likely-than-not recognition threshold at
the effective date to be recognized.

We recognize accrued interest and penalties related to unrecognized tax
benefits in the provision for (benefit from) income taxes in the
consolidated statements of operations.

Valuation allowances are established when necessary to reduce deferred
tax assets to the amounts that are more-likely-than-not expected to be
realized based on the weighting of positive and negative evidence.
Future realization of deferred tax assets ultimately depends on the
existence of sufficient taxable income of the appropriate character (for
example, ordinary income or capital gain) within the carryback or
carryforward periods available under the applicable tax law. We
regularly review the deferred tax assets for recoverability based on
historical taxable income, projected future taxable income, the expected
timing of the reversals of existing temporary differences and tax
planning strategies. Our judgment regarding future profitability may
change due to many factors, including future market conditions and the
ability to successfully execute the business plans and/or tax planning
strategies. Should there be a change in the ability to recover deferred
tax assets, our income tax provision would increase or decrease in the
period in which the assessment is changed. We elected the tax law
ordering approach in assessing the realizability of net operating losses
expected to offset future Global Intangible Low-taxed Income ("ILTI".

We have elected to treat any potential GILTI inclusions as a period
cost.

The establishment of deferred tax assets from intra-entity transfers of
intangible assets requires management to make significant estimates and
assumptions to determine the fair value of such intangible assets.
Significant estimates in valuing intangib

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le assets may include, but are
not necessarily limited to, internal revenue and expense forecasts, the
estimated life of the intangible assets, comparable transaction values,
and/or discount rates. The discount rates used to discount expected
future cash flows to present value are derived from a weighted-average
cost of capital analysis and are adjusted to reflect the inherent risks
related to the cash flow. Although we believe the assumptions and
estimates utilized are reasonable and appropriate, they are based, in
part, on historical experience, internal and external comparable data
and are inherently uncertain. Unanticipated events and circumstances may
occur that could affect either the accuracy or validity of such
assumptions, estimates or actual results.

*Expenses*

Set forth below is a brief description of the components of our
expenses:

*•Cost of revenue, exclusive of depreciation and amortization,*
primarily consists of certain insurance costs related to our Mobility
and Delivery offerings, credit card processing fees, bank fees, data
center and networking expenses, mobile device and service costs, costs
incurred with Carriers for Uber Freight transportation services, amounts
related to fare chargebacks and other credit card 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.

•*Operations and support expenses* primarily consist of compensation
costs, including stock-based compensation, for employees that support
operations in cities, including the general managers, Driver operations,
platform user support representatives and community managers. Also
included is the cost of customer support, Driver background checks and
the allocation of certain corporate costs.

*•Sales and marketing expenses* primarily consist of compensation costs,
including stock-based compensation to sales and marketing employees,
advertising costs, product marketing costs and discounts, loyalty
programs, promotions, refunds, and credits provided to end-users who are
not customers, and the allocation of certain corporate costs. We expense
advertising and other promotional expenditures as incurred. Advertising
expenses totaled \$1.0 billion, \$1.7 billion and \$1.7 billion for the
years ended December 31, 2020, 2021 and 2022, respectively.

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Discounts,
loyalty programs, promotions, refunds, and credits provided to end-users
who are not customers totaled \$2.0 billion, \$2.4 billion, and \$2.2
billion for the years ended December 31, 2020, 2021 and 2022,
respectively.

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*•Research and development expenses* primarily consist of compensation
costs, including stock-based compensation, for employees in engineering,
design and product development. Expenses 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
ongoing improvements to, and maintenance of, existing products and
services, and allocation of certain corporate costs.

*•General and administrative expenses* primarily consist of compensation
costs, including stock-based compensation, for executive management and
administrative employees, including finance and accounting, human
resources, policy and communications, legal, and certain impairment
charges, as well as allocation of certain corporate costs, occupancy,
and general corporate insurance costs. General and administrative
expenses also include certain legal settlements.

*•Depreciation and amortizationexpenses* primarily consist of
depreciation on buildings, site improvements, computer and network
equipment, software, leasehold improvements, furniture and fixtures, and
amortization of intangible assets.

*Restructuring and Related Charges*

Costs associated with management-approved restructuring activities,
including reductions in headcount, exiting a market or consolidation of
facilities are recognized when they are incurred and may include
employee termination benefits, impairment of long-lived assets
(including impairment of operating lease right-of-use assets), contract
termination costs and accelerated lease cost for right-of-use assets
that ceased to be used. We record a liability for employee termination
benefits either when it is probable that an employee is entitled to them
and the amount of the benefits can be reasonably estimated or when
management has communicated the termination plan to employees and all of
the following conditions have been met: management, having the authority
to approve the action, commits to a plan of termination; the plan
identifies the number of employees to be terminated, their job
classifications and their locations, and the expected comple

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tion date;
the plan establishes the terms of the benefit arrangement in sufficient
detail to enable employees to determine the type and amount of benefits
they will receive if they are involuntarily terminated; and actions
required to complete the plan indicate that it is unlikely that
significant changes to the plan will be made or that the plan will be
withdrawn. We accrue for costs to terminate contracts other than a lease
when we terminate the contract in accordance with the contract terms.
Costs that will continue to be incurred for the remaining term of a
contract that is not a lease, and provide no economic benefits to us are
recognized at the cease-use date. Costs associated with lease contracts
are accounted for under the leasing accounting guidance or under the
long-lived assets accounting guidance.

Restructuring and related charges are recognized as an operating expense
within the consolidated statements of operations and are classified
based on our classification policy for each category of operating
expense. Personnel costs are classified based on each employee'
classification, lease costs (including impairments of right-of-use
assets) are classified in the same expense line item where each lease'
rent expense was recognized and impairment of other long-lived assets
are recorded within general and administrative expenses.

*Foreign Currency*

The functional currency of our foreign subsidiaries is the local
currency or U.S. dollar depending on the nature of the
subsidiaries'activities. Monetary assets and liabilities, and
transactions denominated in currencies other than the functional
currency are remeasured to the functional currency at the exchange rate
in effect at the end of the period and are recorded in the current
period consolidated statement of operations. Gains and losses resulting
from remeasurement are recorded in foreign exchange gains (losses), net
within other income (expense), net in the consolidated statements of
operations. Subsidiary assets and liabilities with non-U.S. dollar
functional currencies are translated at the month-end rate, retained
earnings and other equity items are translated at historical rates, and
revenues and expenses are translated at average exchange rates during
the year. Cumulative translation adjustments are recorded within
accumulated other comprehensive income (loss), a separate component of
total eq

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uity (deficit).

*Net Income (Loss) Per Share Attributable to Common Stockholders*

We compute net income (loss) per share using the two-class method
required for participating securities. The two-class method requires
income available to common stockholders for the period to be allocated
between common stock and participating securities based upon their
respective rights to receive dividends as if all income for the period
had been distributed.

Our restricted common stock, and common stock issued upon early exercise
of stock options are participating securities. We consider restricted
common stock and any shares issued upon early exercise of stock options,
subject to repurchase, to be participating securities because holders of
such shares have non-forfeitable dividend rights in the event a cash
dividend is declared on common stock.

*Insurance Reserves*

We use a combination of third-party insurance and self-insurance
mechanisms, including a wholly-owned captive insurance subsidiary, to
provide for the potential liabilities for certain risks, including auto
liability, uninsured and underinsured motorist, auto physical damage,
general liability, and workers'compensation. The 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 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 estimate of the ultimate unpaid obligation
utilizes generally accepted actuarial methods applied to historical
claim and loss experience.

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In addition, we use assumptions based on actuarial judgment related to
claim and loss development patterns and expected loss costs, which
consider frequency trends, severity trends, and relevant industry data.
These reserves are continually reviewed and adjusted as experience
develops and new information becomes known. Adjustments, if any,
relating to accidents that occurred in prior years are reflected in the
current year results of operations. Reserve amounts estimated to be
settled within one year are recorded in short-term insurance reserves,
with longer term settlements recorded in long-term insurance reserves on
the consolidated balance sheets.

While management believes that the insurance reserve amount is adequate,
th

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e ultimate liability may be in excess of, or less than, the amount
provided. All estimates of ultimate losses and allocated loss adjustment
expenses, and of resulting reserves, are subject to inherent variability
caused by the nature of the insurance claim settlement process. Such
variability is increased for us due to limited historical experience and
the nature of the coverage provided. Actual results depend upon the
outcome of future contingent events and can be affected by many factors,
such as claims settlement processes and changes in the economic, legal,
and social environments. As a result, the net amounts that will
ultimately be paid to settle the liability and when these amounts will
be paid may vary from the estimate provided on the consolidated balance
sheets.

*Loss Contingencies*

We are involved in legal proceedings, claims, and regulatory, indirect
tax examinations or government inquiries and investigations that may
arise in the ordinary course of business. Certain of these matters
include speculative claims for substantial or indeterminate amounts of
damages. We record a liability when we believe that it is both probable
that a loss has been incurred and the amountcan be reasonably
estimated. If we determine that a loss is reasonably possible and the
loss or range of loss can be reasonably estimated, we disclose the
possible loss in the consolidated financial statements.

We review the developments in our contingencies that could affect the
amount of the provisions that have been previously recorded, and the
matters and related reasonably possible losses disclosed. We make
adjustments to our provisions and changes to our disclosures accordingly
to reflect the impact of negotiations, settlements, rulings, advice of
legal counsel, and updated information. Significant judgment is required
to determine both the probability and the estimated amount of loss.

The outcomes of litigation, indirect tax examinations and investigations
are inherently uncertain. Therefore, if one or more of these matters
were resolved against us for amounts in excess of management\'s
expectations, our results of operations, financial condition, or cash
flows, including in a particular reporting period in which any such
outcome becomes probable and estimable, could be materially adversely
affected.

We recognize estimated losses from contingencies that relate to
proceed

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ings in which Drivers are the plaintiffs, or proceedings and
regulatory penalties against Drivers for which we elect to either pay on
behalf of or reimburse Drivers, as a reduction of revenue in the
consolidated statements of operations. All other estimated losses from
contingencies are recognized in general and administrative expenses.

Legal fees and other costs associated with such actions are expensed as
incurred.

*Recently Adopted Accounting Pronouncements*

In November 2021, the FASB issued ASU 2021-10, "overnment Assistance
(Topic 832): Disclosures by Business Entities about Government
Assistance,"which requires disclosures about transactions with a
government that are accounted for by applying a grant or contribution
accounting model by analogy. The standard is effective for public
companies for fiscal years beginning after December 15, 2021. Early
adoption is permitted. We adopted the ASU prospectively on January 1,
2022. The additional required annual disclosures did not have a material
impact on our consolidated financial statements.

*Recently Issued Accounting Pronouncements Not Yet Adopted*

In October 2021, the FASB issued ASU 2021-08, "usiness Combinations
(Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers,"which requires entities to apply Topic
606 to recognize and measure contract assets and contract liabilities in
a business combination as if it had originated the contracts. The
standard is effective for public companies for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2022.
Early adoption is permitted. We will adopt this accounting standard
update on January 1, 2023 and will apply the guidance prospectively for
future acquisitions.

In June 2022, the FASB issued ASU 2022-03, "air Value Measurement (Topic
820): Fair Value Measurement of Equity Securities Subject to Contractual
Sale Restrictions,"which clarifies that contractual sale restrictions
are not considered in measuring fair value of equity securities and
requires additional disclosures for equity securities subject to
contractual sale restrictions. The standard is effective for public
companies for fiscal years beginning after December 15, 2023. Early
adoption is permitted. This accounting standard update is not expected
to have a material impact on our consolidated financial statements as

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the amendments align with our existing policy.

In September 2022, the FASB issued ASU 2022-04, "iabilities---upplier
Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance
Program Obligations,"which requires entities that use supplier finance
programs in connection with the purchase of goods and services to
disclose sufficient information about the program. The amendments do not
affect the recognition, measurement

93

or financial statement presentation of obligations covered by supplier
finance programs. The standard is effective for public companies for
fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2022, except for the amendment on roll-forward
information, which is effective for fiscal years beginning after
December 15, 2023. Early adoption is permitted. We are currently
evaluating the impact of this accounting standard update on our
consolidated financial statements.

Note 2 --Revenue

The following tables present our revenues disaggregated by offering and
geographical region. Revenue by geographical region is based on where
the transaction occurred. This level of disaggregation takes into
consideration how the nature,amount, timing, and uncertainty of revenue
and cash flows are affected by economic factors (in millions):

  ---------------------- -- ------------------------- --------- ------ -------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                            Year Ended December 31,
                            2020                                2021            2022
  Mobility revenue (1)      \$                        6,089                     \$     6,953                  \$   14,029
  Delivery revenue (1)      3,904                                      8,362                     10,901
  Freight revenue           1,011                                      2,132                     6,947
  All Other revenue         135

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8                         ---
  Total revenue             \$                        11,139                    \$     17,455                 \$   31,877
  ---------------------- -- ------------------------- --------- ------ -------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

\(1\) We offer subscription memberships to end-users including Uber One,
Uber Pass, Rides Pass, and Eats Pass ("ubscription". We recognize
Subscription fees ratably over the life of the pass. We allocate
Subscription fees earned to Mobility and Delivery revenue on a
proportional basis, based on usage for each offering during the
respective period.

  ------------------------------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                 Year Ended December 31,2020                                2021            2022
  United States and Canada (\"US&CAN\")          \$                        6,611                     \$     10,094                \$   19,474
  Latin America (\"LatAm\")                      1,295                                      1,417                     1,978
  Europe, Middle East and Africa (\"EMEA\")      2,086                                      3,213                     6,944
  Asia Pacific (\"APAC\")                        1,147                                      2,731                     3,481
  Total revenue                                  \$                        11,139                    \$     17,455                \$   31,877
  ------------------------------------------- -- ------------------------- --------- ------ -------- ----

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-- --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --

*Revenue*

*Mobility Revenue*

We derive revenue primarily from fees paid by Mobility Drivers for the
use of our platform(s) and related services to facilitate and complete
Mobility services and, in certain markets, revenue from fees paid by
end-users for connection services obtained via the platform. Mobility
revenue also includes immaterial revenue streams such as our financial
partnerships products.

Additionally, in certain markets where we are responsible for Mobility
services, fees charged to end-users are also included in revenue, while
payments to Drivers in exchange for Mobility services are recognized in
cost of revenue, exclusive of depreciation and amortization.

*Delivery Revenue*

We derive revenue for Delivery from Merchants'and Couriers'use of the
Delivery platform and related service to facilitate and complete
Delivery transactions.

Additionally, in certain markets where we are responsible for Delivery
services, delivery fees charged to end-users are also included in
revenue, while payments to Couriers in exchange for Delivery services
are recognized in cost of revenue, exclusive of depreciation and
amortization. Delivery also includes advertising revenue from sponsored
listing fees paid by Merchants and brands in exchange for advertising
services.

*Freight Revenue*

Freight revenue consists of revenue from freight transportation services
provided to shippers. During the fourth quarter of 2021, we completed
the acquisition of Transplace, and as a result, our Freight revenue now
also includes revenue from transportation management. Refer to Note 17
--Business Combinations for further information on the Transplace
acquisition.

*All Other Revenue*

Prior to 2022, All Other revenue primarily includes collaboration
revenue related to our ATG business and revenue from our New Mobility
offerings and products.

ATG collaboration revenue was within the scope of ASC 808, Collaborative
Arrangements, and related to a three-year joint

94

collaboration agreement we entered into in 2019. During the first
quarter of 2021, we completed the sale of Apparate USA LLC ("pparate"or
the "TG Business" to Aurora Innovation, Inc. ("urora". Refer to Note 18
--Divestitures for further information.

New Mobility offerings and products provided users access to rides
through a variety of modes, inclu

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ding dockless e-bikes and e-scooters
("ew Mobility", platform incubator group offerings and other immaterial
revenue streams. New Mobility revenue was accounted for as an operating
lease as defined under ASC 842. After the JUMP divestiture during the
second quarter of 2020, revenue from New Mobility products, including
dockless e-bikes, was no longer material.

*Contract Balances and Remaining Performance Obligation*

Contract liabilities represent consideration collected prior to
satisfying our performance obligations. As of December 31, 2022, we had
\$133 million of contract liabilities included in accrued and other
current liabilities as well as other long-term liabilities on the
consolidated balance sheet. Revenue recognized from these contracts
during 2020, 2021 and 2022 was not material.

Our remaining performance obligation for contracts with an original
expected length of greater than one year is expected to be recognized as
follows (in millions):

  ------------------------- -- --------------------------------- ----- ------------------------ -- ------- ------ -- -- ---- ------ -- -- -- -- -- -- -- -- --Less Than or Equal To 12 Months         Greater Than 12 Months      Total
  As of December 31, 2022      \$                                25                                \$      106          \$   131
  ------------------------- -- --------------------------------- ----- ------------------------ -- ------- ------ -- -- ---- ------ -- -- -- -- -- -- -- -- --

Note 3 --Investments and Fair Value Measurement

*Investments*

Our investments on the consolidated balance sheets consisted of the
following as of December 31, 2021 and 2022 (in millions):

  ---------------------------------------------------- -- -------------------- --------- ------ -------- ---- -------- -- -- -- -- -- -- --

                                                          As of December 31,

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2021                           2022
  Classified as short-term investments:
  *Marketable debt securities* (1)*:*
  U.S. government and agency securities                   \$                   ---                       \$   44
  Commercial paper                                        ---                                   46
  Corporate bonds                                         ---                                   13
  Short-term investments                                  \$                   ---                       \$   103

  Classified as restricted investments:*Marketable debt securities* (1)*:*
  U.S. government and agency securities                   \$                   ---                       \$   1,614

  Restricted investments                                  \$                   ---                       \$   1,614

  Classified as investments:
  *Non-marketable equity securities:*
  Didi                                                    \$                   ---                       \$   1,802
  Other (2)                                               315312
  *Marketable equity securities*
  Didi                                                    2,838                                 ---
  Grab                                                    3,821                                 1,726
  Aurora                                                  3,388                                 364
  Other                                                   1,312                                 87
  *Notes receivable from a related party* *(2), (3)*      132                                   110
  Investments                                             \$                   11,806                    \$   4,401
  ---------------------------------------------------- -- -------------------- --------- ------ -------- ---- -------- -- -- -- -- -- -- --

\(1\) Excluding marketable debt securitie

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s classified as cash
equivalents and restricted cash equivalents.

\(2\) These balances include certain investments recorded at fair value
with changes in fair value recorded in earnings due to the election of
the fair value option of accounting for financial instruments.

95

\(3\) Consists of the Lime Convertible Note. Neutron Holdings, Inc.
("ime" is considered a related party as a result of our investment in
Lime Common Stock. For further information, see the section titled "ime
Investments"below and Note 18 --Divestitures.

*Assets and Liabilities Measured at Fair Value on a Recurring Basis*

The following table presents our financial assets and liabilities
measured at fair value on a recurring basis based on the three-tier fair
value hierarchy (in millions):

  --------------------------------------- -- ----------------------------- --------- ------------------------- ------ --------- ------ ------- -- --------- --------- --------- -- --------- --------- ------- -------- ---- -------- ------ -- ---- -------- -- -- ---- ------ -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --As of December 31, 2021 (1)             As of December 31, 2022
                                             Level 1                                 Level 2                          Level 3          Total      Level 1             Level 2      Level 3             Total
  Financial AssetsMoney market funds                         \$                            3,214                                      \$        ---               \$        ---                    \$        3,214                      \$   1,005              \$   ---            \$   ---          \$   1,005
  U.S. government and agency securities      ---                                                               ---                     ---                  ---                    ---                         1,975                  ---            1,975
  Commercial paper                           ---                                                               ---                     ---                  ---                    ---                         76                     ---            76
  Corporate bonds                            -

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--                                                               ---                     ---                  ---                    ---                         15                     ---            15

  Non-marketable equity securities           ---                                                               ---                     32                   32                     ---                         ---                    3              3
  Marketable equity securities               11,359                                                            ---                     ---                  11,359                 2,177---                    ---            2,177
  Notes receivable from a related party      ---                                                               ---                     132                  132                    ---                         ---                    110            110
  Total financial assets                     \$                            14,573                                     \$        ---               \$        164                    \$        14,737                     \$   3,182              \$   2,066          \$   113          \$   5,361
  Financial Liabilities
  MLU B.V. Call Option (2)                   \$                            ---                                        \$        ---               \$        193                    \$        193                        \$   ---                \$   ---            \$   2            \$   2
  Total financial liabilities                \$                            ---                                        \$        ---               \$        193                    \$        193                        \$   ---                \$   ---            \$   2            \$   2
  --------------------------------------- -- ----------------------------- --------- ------------------------- ------ --------- ------ ------- -- --------- --------- --------- -- --------- --------- ------- -------- ---- -------- ------ -- ---- -------- -- -- ---- ------ -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

\(1\) During the third quarter of 2022, we determined that the balance
of money market funds as of December 31, 2021, disclosed in our Annual
Report on Form 10-K for the yea

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r ended December 31, 2021 filed with the
SEC on February 24, 2022, was incorrectly disclosed as zero in the fair
value level hierarchy table. There were no impacts to our: balance of
cash and cash equivalents; restricted cash and cash equivalents;
restricted cash and cash equivalents, non-current; financial position;
liquidity; results of operations; comprehensive loss; cash flows; or the
change in equity. We determined this to be an immaterial error. The
December 31, 2021 balance of money market funds in the table above has
been revised to \$3.2 billion. As of both March 31, 2022 and June 30,
2022, the money market funds balance in the fair value level hierarchy
table should have been \$3.1 billion. As of December 31, 2022, the
decrease in money market funds was primarily driven by reinvesting funds
into marketable debt securities and cash deposits.

\(2\) For further information, see Note 4 - Equity Method Investments.

The amortized cost of our debt securities measured at fair value on a
recurring basis approximates fair value as of December 1, 2022. We did
not record any material unrealized gains or losses, or credit losses as
of December 1, 2022. The weighted-average remainingmaturity of our debt
securities was less than one year as of December 1, 2022.

*Fair Value Hierarchy*

We measure our cash equivalents and certain investments at fair value.
Level 1 instrument valuations are based on quoted market prices of the
identical underlying security. Level 2 instrument valuations are
obtained from readily available pricing sources for comparable
instruments, identical instruments in less active markets, or models
using market observable inputs. Level 3 instrument valuations are valued
based on unobservable inputs and other estimation techniques due to the
absence of quoted market prices, inherent lack of liquidity and the
long-term nature of such financial instruments.

Our Level 3 non-marketable equity securities as of December 31, 2021 and
2022 primarily consist of common stock investments and redeemable
preferred stock investments in privately held companies without readily
determinable fair values.

Depending on the investee' financing activity in a reporting period,
management' estimate of fair value may be primarily derived from the
investee' financing transactions, such as the issuance of preferred
stock to new investors. The price in these transac

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tions generally
provides the best indication of the enterprise value of the investee.
Additionally, based on the timing, volume, and other characteristics of
the transaction, we may supplement this information by using other
valuation techniques, including the guideline public company approach.
The guideline public company approach relies on publicly available
market data of comparable companies and uses comparative valuation
multiples of the investee' revenue (actual and forecasted), and
therefore, unobservable input used in this valuation technique primarily
consists of short-term revenue projections.

Once the fair value of the investee is estimated, an option-pricing
model ("PM", a common stock equivalent ("SE" method or a hybrid approach
is employed to allocate value to various classes of securities of the
investee, including the class owned by us. The model involves making
assumptions around the investees'expected time to liquidity and
volatility.

96

An increase or decrease in any of the unobservable inputs in isolation,
such as the security price in a significant financing transaction of the
investee, could result in a material increase or decrease in our
estimate of fairvalue. Other unobservable inputs, including short-term
revenue projections, time to liquidity, and volatility are less
sensitive to the valuation in the respective reporting periods, as a
result of the primary weighting on the investee' financing transactions.
In the future, depending on the weight of evidence and valuation
approaches used, these or other inputs may have a more significant
impact on our estimate of fair value.

We determine realized gains or losses on the sale of equity and debt
securities on a specific identification method.

*Didi Investment*

On June 30, 2021, Didi started trading on the New York Stock Exchange.
Accordingly, our investment in preferred shares of Didi, which was
previously accounted for under the measurement alternative on a
non-recurring basis, was converted to ordinary shares with a readily
determinable fair value and therefore changed to an investment measured
at fair value on a recurring basis. As of December 1, 2021, our Didi
investment was classified as a marketable equity security with a readily
determinable fair value (Level 1) in the table presenting our financial
assets and liabilities measured at fair value on a recurring basis. For
th

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e year ended December 31, 2021, we recognized an unrealized loss of
\$3.0 billion on this investment in other income (expense), net in our
consolidated statements of operations.

As of December 1, 2022, our Didi investment is classified as a
non-marketable equity security and is measured at fair value on a
non-recurring basis with a readily available price based on significant
other observable inputs (Level 2). For further information, see the
section titled "idi Investment"below.

*Zomato Investment*

In July 2021, Zomato Media Private Limited ("omato", in which we held
preferred shares that were previously classified as non-marketable
equity securities and accounted for under the measurement alternative on
a non-recurring basis, completed its IPO in India. Accordingly, our
Zomato investment was converted to ordinary shares upon the completion
of the IPO and was classified as a marketable equity security with a
readily determinable fair value (Level 1) in the table presenting our
financial assets and liabilities measured at fair value on a recurring
basis at December 1, 2021. During the year ended December 31, 2021, we
recognized an unrealized gain of \$991 million on this investment in
other income (expense), net in our consolidated statement of operations.
As of December 1, 2021, the carrying value of the investment was \$1.1
billion. Our investment was subject to a lock-up period in which our
ability to sell was restricted until July 2022.

During the third quarter of 2022, we completed the sale of \$418 million
of our entire stake in Zomato ordinary shares for net proceeds of \$376
million and recognized an immaterial loss from this transaction in other
income (expense), net in our consolidated statement of operations.

*Aurora Investment*

On January 19, 2021, we completed the sale of our ATG Business to
Aurora. As consideration for the sale of our ATG Business to Aurora, we
received common stock in Aurora. Concurrently, we invested in Aurora'
preferred stock. For further information, refer to Note 18
--Divestitures.

We held one seat on Aurora' board of directors and had the ability to
hold a second seat, which, along with our common and preferred stock
ownership (our "urora Investments" generate significant influence. We
elected to apply the fair value option to our Aurora common stock and
preferred stock investments in order to provide consistency o

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f
accounting treatment to our Aurora Investments. The Aurora Investments
are measured at fair value on a recurring basis with changes in fair
value reflected in other income (expense), net, in the consolidated
statements of operations.

On November 3, 2021, Aurora completed its planned special purpose
acquisition company ("PAC" merger with Reinvent Technology Partners Y,
resulting in Aurora becoming a publicly traded company post combination.
Upon the completion of the merger, all of our Aurora Investments
converted into shares of the newly issued Class A common stock of the
publicly traded company. In addition, our ownership was significantly
diluted and we lost the ability to appoint a second seat on Aurora'
board of directors. As a result, we no longer held significant influence
over Aurora. As of December 31, 2021 and 2022, our Aurora Investment has
been classified as a marketable equity security with a readily
determinable fair value (Level 1) in the table presenting our financial
assets and liabilities measured at fair value on a recurring basis. We
recognized an unrealized gain of \$1.6 billion and unrealized loss of
\$3.0 billion on this investment in other income (expense)

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, net in our
consolidated statements of operations for the years ended December 31,
2021 and 2022, respectively.

97

Summarized financial information for Aurora for the year ended
December 1, 2021 is as follows (in millions):

+----------------------------+---+-------------------+--------+---+---+---+---+---+
|                            |   |                   |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Results of Operations Data |   | Year Ended\       |        |   |   |   |   |   |
|                            |   | December 31, 2021 |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Revenue                    |   | \$                | 83     |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Total operating expenses   |   | 813               |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Loss from operations       |   | \(731\)           |        |   |   |   |   |   |
+----------------------------+---+--------------

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-----+--------+---+---+---+---+---+
| Net loss                   |   | \(755\)           |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
|                            |   |                   |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Balance Sheet Data         |   | As of\            |        |   |   |   |   |   |
|                            |   | December 31, 2021 |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Current assets             |   | \$                | 1,677  |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Total assets               |   | 3,690             |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Current liabilities        |   | 91                |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
| Total liabilities          |   | 348               |        |   |   |

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|   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+
|                            |   |                   |        |   |   |   |   |   |
+----------------------------+---+-------------------+--------+---+---+---+---+---+

*Grab Investment*

During the first quarter of 2020, we determined the fair value of our
available-for-sale debt securities in Grab had declined below their
amortized cost based on an analysis of the observed valuation declines
of Grab' publicly-traded competitive peer group and representative stock
market indices. These observed inputs were considered indicative of
changes in the fair value of the Grab securities. Using the analysis, we
computed a downward market adjustment of 10% that was applied to the
valuation derived from Grab' latest financing transaction which occurred
earlier in the first quarter of 2020 and prior to the announcement of
COVID-19 as a global pandemic, impacting global demand for Mobility
services. As a result, the carrying value of the investment in Grab was
reduced by \$230 illion; \$57 million reduced the previously recognized
unrealized gain in other comprehensive income (loss), net of tax, andthe remaining \$173 million, representing the difference between the
fair value and amortized cost of the securities, was recognized as an
allowance for credit loss in the consolidated balance sheet and a
corresponding credit-related impairment charge recorded to other income
(expense), net in the consolidated statement of operations. Due to the
significant uncertainty about Grab' ability to repay the redemption
amount of the securities on the redemption date, the amount expected to
be collected was considered to be less than the fair value of the
securities. Therefore, during the first quarter of 2020, the entire
decline in fair value below amortized cost was considered to reflect a
credit-related impairment charge.

The fair value of our Grab investment recovered during the third quarter
of 2020 as determined by referencing an equity financing transaction
closed by the investee during that quarter. As a result, we recognized a
reversal of the previously recorded allowance for credit loss in the
consolidated balance sheet and a corresponding reversal of the
credit-related impairment charge to other income (expense), net in the
consolidated statement of operations.

On December 1,

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2021, Grab completed its planned SPAC merger with
Altimeter Growth Corporation, resulting in Grab becoming a publicly
traded company post combination. Upon the completion of the merger, our
investment in Series G preferred shares of Grab, which was previously
accounted for as an investment in an available-for-sale debt security
due to the redemption feature of the shares, converted into the newly
issued Class A ordinary shares of the publicly traded company. We
recorded the fair value of our investment with changes in the fair value
recorded in other comprehensive income (loss), net of tax through the
date of the conversion. Upon the conversion, we released the
accumulative pre-tax unrealized gains on the investment of \$2.8 illion
recorded through other comprehensive income and recognized them as
unrealized gains in other income (expense), net in our consolidated
statement of operations for year ended December 31, 2021. Subsequent to
the conversion, we recognized unrealized losses of \$1.2 billion and
\$2.1 billion on the investment in other income (expense), net in our
consolidated statements of operations for the years ended December 31,
2021 and 2022, respectively, for the fair value change of the equity
security.

As of December 1, 2022, our Grab investment has been classified as a
marketable equity security with a readily determinable fair value
(Level 1) in the table presenting our financial assets and liabilities
measured at fair value on a recurring basis.

*Lime Investments*

Our ownership in Lime is comprised of Lime Common Stock, Lime 1-C
Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime
Convertible Note (collectively, the "020 Lime Investments". The 2020
Lime Investments were received as part of the transaction by which we
divested of our JUMP business. Refer to Note 18 --Divestitures for
further information regarding the JUMP Divestiture and the 2020 Lime
Investments. Our investment in Lime Common Stock and representation on
Lime' board of directors gives us the ability to exercise significant
influence over Lime. We elected to apply the fair value option to our
Lime Common Stock investment and therefore we are applying fair value
accounting to all of the 2020 Lime Investments which provides for
consistency of accounting treatment. The 2020 Lime Investments are
measured at fair value on a recurring basis with changes in fair val

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ue
reflected in earnings. In December 2021, we contributed an additional
\$50 million of cash to Lime in exchange for a second convertible
secured note that may be converted into common or preferred stock. The
fair value of the 2020 Lime Investments as of December 31, 2021 of

98

\$162 million was determined by referencing a financing transaction and
used as an input to an OPM. Other key inputs to the OPM were discount
rates of 22% and 28%, volatility of 70% and time to liquidity of 1.25
years.

The fair value of our Lime investments as of December 1, 2022 of \$113
million was determined by referencing a financing transaction and used
as an input to an OPM. Other key inputs to the OPM were discount rates
of 32% and 38%, volatility of 87% and time to liquidity of 1.50 years.

*Financial Assets and Liabilities Measured at Fair Value Using Level 3
Inputs*

The following table presents a reconciliation of our financial assets
and liabilities measured and recorded at fair value on a recurring basis
as of December 31, 2021 and 2022, using significant unobservable inputs
(Level 3) (in millions):

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Non-marketable

Debt Securities

Non-marketable

Equity Securities

Notes Receivable

MLU B.V. Call Option

Balance as of December 31, 2020

$

2,341

$

52

$

83

$

—

Change in fair value

<

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td>

Included in earnings

—

553

(1)

(37)

Included in other comprehensive income (loss)

2,724

—

—

—

Purchases

—

1,677

50

—

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Issuance

—

—

—

230

Transfer to Level 1

(5,065)

(2,250)

—

—

Balance as of December 31, 2021

—

3

uber.txt

2

132

193

Change in fair value

Included in earnings

—

(29)

(22)

(191)

Included in other comprehensive income (loss)

—

—

—

—

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Purchases

—

—

—

—

Sales

—

—

—

—

Balance as of December 31, 2022

$

— <

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/p>

$

3

$

110

$

2

Transfers to Level 1 were due to our strategic investments in Grab and
Aurora that became publicly listed during the year ended December 31,
2021. As a result, our investments have been classified as marketable
equity securities with a readily determinable fair value (Level 1) in
the table presenting our financial assets and liabilities measured at
fair value on a recurring basis. For further information, see the
section titled "urora Investment"and "rab Investment"above.

We did not make any transfers into or out of Level 3 of the fair value
hierarchy during the year ended December 31, 2022.

*Assets Measured at Fair Value on a Non-Recurring Basis*

*Non-Financial Assets*

Our non-financial assets, such as goodwill, intangible assets and
property and equipment are adjusted to fair value when an impairment
charge is recognized. Such fair value measurements are based
pred

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ominately on Level 3 inputs.

*Non-Marketable Equity Securities*

Our non-marketable equity securities are investments in privately held
companies without readily determinable fair values. The carrying value
of our non-marketable equity securities are adjusted based on price
changes from observable transactions of identical or similar securities
of the same issuer (referred to as the measurement alternative) or for
impairment. Any changes in carrying value are recorded within other
income (expense), net in the consolidated statements of operations.
Non-marketable equity securities are classified within Level 3 in the
fair value hierarchy because we estimate the fair value of these
securities based on valuation methods, including the CSE and OPM
methods, using the transaction price of similar securities issued by the
investee adjusted for contractual rights and obligations of the
securities we hold.

The following is a summary of unrealized gains and losses from
remeasurement (referred to as upward or downward adjustments) recorded
in other income (expense), net in the consolidated statements of
operations, and included as adjustments to the carrying value of
non-marketable equity securities held during the years ended December
31, 2020, 2021 and 2022 based on the observable price in

99

an orderly transaction for the same or similar security of the same
issuers (in millions):

  ------------------------------------------------------------------- -- ------------------------- --------- ------ ------ ------ ----- --------- -- ---- -------- -- -- -- -- -- -- -- -- --

                                                                         Year Ended December 31,
                                                                         2020                                2021          2022
  Upward adjustments                                                     \$                        ---                     \$     71                 \$   1,046
  Downward adjustments (including impairment)

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(1,690)                                    ---                 \(641\)
  Total unrealized gain (loss) for non-marketable equity securities      \$                        (1,690)                 \$     71                 \$   405
  ------------------------------------------------------------------- -- ------------------------- --------- ------ ------ ------ ----- --------- -- ---- -------- -- -- -- -- -- -- -- -- --

We evaluate our non-marketable equity securities for impairment at each
reporting period based on a qualitative assessment that considers
various potential impairment indicators. This evaluation consists of
several factors including, but not limited to, an assessment of a
significant adverse change in the economic environment, significant
adverse changes in the general market condition of the geographies and
industries in which our investees operate, and other publicly available
information that affect the value of our non-marketable equity
securities. As a result of the deterioration in economic and market
conditions arising from COVID-19, we determined an impairment indicator
existed as of March 31, 2020 and the fair value of certain investments,
primarily our investment in Didi, was less than their carrying value.

*Didi Investment*

To determine the fair value of our investment in Didi as of March 31,
2020, we utilized a hybrid approach, incorporating a CSE method along
with an OPM, weighted at 80% and 20%, respectively. The following table
summarizes information about the significant unobservable inputs used in
the valuation for our investment in Didi as of March 31, 2020:

  ------------------- -- ----------------------------- -- ----------- -- -- -- -- -- -- -- -- -- --

  Fair value method      Key unobservable input
  CSE                    Market adjustment                (20)%

  OPM                    Volatility                       39%
                         Estimated time to liquidity      2.0 years

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Market adjustment                (40)%
  ------------------- -- ----------------------------- -- ----------- -- -- -- -- -- -- -- -- -- --

As a result of the valuation performed, we recorded an impairment charge
of \$1.7 billion in other income (expense), net in our consolidated
statement of operations during the first quarter of 2020. There was no
remeasurement event for our investment in Didi that occurred during the
remainder of 2020.

During the first quarter of 2021, we completed the sale of \$500 million
of our Didi shares and realized immaterial gains from this transaction.
In addition, we recorded unrealized gains of \$71 million from
remeasurement of the carrying value of the remaining Didi shares under
the measurement alternative during the three months ended March 31,
2021.

In the second quarter of 2022, Didi completed their delisting from the
New York Stock Exchange ("YSE Delisting". We concluded the ordinary
shares held by us did not have a readily determinable fair value and
should be accounted for under the measurement alternative method. As of
December 1, 2022, Didi American Depositary Shares ("DS" continue tobe
traded in the over-the-counter ("TC" market. We determined that the Didi
ADS were similar to the ordinary shares held prior to the NYSE
Delisting. We then measured the investment to fair value based on the
closing share price of the Didi ADS on the OTC market on December 1,
2022 as an observable transaction for similar securities. For the year
ended December 31, 2022, we recognized an unrealized loss of \$1.0
billion on this investment in other income (expense), net in our
consolidated statement of operations.

We did not record any realized gains or losses for our non-marketable
equity securities measured at fair value on a non-recurring basis during
the years ended December 31, 2020 and 2022.

The following table summarizes the total carrying value of our
non-marketable equity securities measured at fair value on a
non-recurring basis held, including cumulative unrealized upward and
downward adjustments made to the initial cost basis of the securities
(in millions):

  ----------------------------------------------- -- -------------------- ------ ------ --------- ---- -------- -- -- -- -- -- -- --

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As of December 31,
                                                     2021                        2022
  Initial cost basis                                 \$                   279                     \$   1,700
  Upward adjustments                                 4                                  1,052
  Downward adjustments (including impairment)        ---                                \(641\)
  Total carrying value at the end of the period      \$                   283                     \$   2,111
  ----------------------------------------------- -- -------------------- ------ ------ --------- ---- -------- -- -- -- -- -- -- --

100

Note 4 - Equity Method Investments

The carrying value of our equity method investments were as follows (in
millions):

  --------------------------- -- -------------------- ------ ------ ----- ---- ------ -- -- -- -- -- ----

                                 As of December 31,
                                 2021                        2022
  MLU B.V.                       \$                   751                 \$   816
  Mission Bay 3 & 4              38                                 34
  Other                          11                                 20
  Equity method investments      \$                   800                 \$   870
  --------------------------- -- -------------------- ------ ------ ----- ---- ------ -- -- -- -- -- -- --

*MLU B.V. Investment*

During 2018, we closed a transaction that contributed the net assets of
our Uber Russia/CIS operations into a newly formed private limited
liability company ("LU B.V."or "andex.Taxi joint venture", with Yandex
and us holding ownership interests in MLU B.V. In exchange for
consideration contributed, we received a seat on MLU B.V.

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' board and an
initial 38% equity ownership interest consisting of common stock in MLU
B.V. The investment was determined to be an equity method investment due
to our ability to exercise significant influence over MLU B.V. As of
December 31, 2021 and 2022, our equity ownership interest in MLU B.V.
was 29% on a fully-diluted basis.

We review for impairment whenever factors indicate that the carrying
value of the equity method investment may not be recoverable. During the
first quarter of 2022, we determined that our investment in MLU B.V. was
other-than-temporarily impaired, and recorded an impairment charge of
\$182 million in other income (expense), net in the consolidated
statement of operations. The impairment was primarily due to consensus
projections of a protracted recession of the Russian economy as a result
of Russia\'s invasion of Ukraine. To determine the fair value of our
investment in MLU B.V., we utilized a market approach referencing
revenue multiples from publicly traded peer companies.

*2021*

On August 30, 2021, we entered into an agreement with Yandex (the
"ramework Agreement" to restructure our joint ventures, MLU B.V. and
Yandex Self Driving Group B.V. ("DG" a

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nd we would sell to Yandex (i) our
4.5% equity interest in MLU B.V. and (ii) our entire equity interest in
SDG (the "nitial Closing". Subsequent to the Initial Closing, Yandex
spun-off, by way of demerger from MLU B.V., its delivery businesses:
Yandex.Eats, Yandex.Lavka and Yandex.Delivery (collectively, "emerged
Businesses". Immediately following the demerger, Yandex acquired all of
our equity interest in the Demerged Businesses ("emerger Share Closing".
In connection with the Framework Agreement, we granted Yandex an option
("LU B.V. Call Option" to acquire our remaining equity interest in MLU
B.V. during the two-year period following the Initial Closing. The total
consideration paid by Yandex to us for the transaction was \$1.0 billion
in cash allocated as follows: (i) \$276 million for our 4.5% of equity
interest in MLU B.V.; (ii) \$412 million for our equity interest in the
Demerged Businesses; (iii) \$230 million for the MLU B.V. Call Option;
and (iv) the remaining immaterial amounts to our interest in SDG.

*[Initial Closing]{.underline}*

During the third quarter of 2021 and pursuant to the Framework
Agreement, we completed the sale of our entire equity interest in SDG
and

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4.5% of equity interest in MLU B.V. to Yandex. At the initial
closing, we derecognized 4.5% of equity interest in MLU B.V. and
recognized a gain of \$106 million in other income (expense), net on our
consolidated statement of operations. The consideration allocated and
gains recognized for the sale of our entire equity interest in SDG were
not material.

*[Demerger Share Closing]{.underline}*

During the fourth quarter of 2021 and pursuant to the Framework
Agreement, MLU B.V. completed the spin-off of the Demerger Businesses
and Yandex acquired all of our equity interest in the Demerged
Businesses. As a result, we derecognized our entire equity interest in
the Demerged Businesses and recognized a gain of \$242 million in other
income (expense), net in our consolidated statement of operations.

*MLU B.V. Basis Difference*

Included in the carrying value of MLU B.V. is the basis difference, net
of amortization, between the original cost of the investment and our
proportionate share of the net assets of MLU B.V. The carrying value of
the equity method investment is primarily adjusted for our share in the
income or losses of MLU B.V. on a one-quarter lag basis and amortization
of basisdifferences. Equity method goodwill and intangible assets, net
of accumulated amortization are also adjusted for currency translation
adjustments representing fluctuations between the functional currency of
the investee and the U.S. Dollar.

101

The table below provides the composition of the basis difference (in
millions):

  ---------------------------------------------------- -- ------------------------- ------ -- -- -- -- --

                                                          As of December 31, 2022
  Equity method goodwill                                  \$                        320
  Intangible assets, net of accumulated amortization      31
  Deferred tax liabilities                                \(8\)
  Cumulative currency translation adjustments             7
  Basis difference                                        \$                        350
  -----------------------------------

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----------------- -- ------------------------- ------ -- -- -- -- --

We amortize the basis difference related to the intangible assets over
the estimated useful lives of the assets that gave rise to the
difference using the straight-line method. The weighted-average life of
the intangible assets is approximately 3.3 years and 3.0 years as of
December 31, 2021 and 2022, respectively. Equity method goodwill is not
amortized.

*MLU B.V. Call Option*

The MLU B.V. Call Option is recorded as a liability in accrued and other
current liabilities on our consolidated balance sheets, initially valued
at \$230 million and measured at fair value on a recurring basis with
changes in fair value recorded in other income (expense), net in the
consolidated statements of operations. As of December 31, 2022, the
exercise price of the MLU B.V. Call Option is approximately \$1.9
billion, subject to certain adjustments based on the timing of the
option exercise.

As of December 31, 2021, the fair value of the MLU B.V. Call Option was
\$193 million, including the recognition of an immaterial gain for the
fair value change during the year ended December 31, 2021. To determine
the fair value of the MLU B.V. Call Option as of December 31, 2021, we
used a lattice model which simulated multiple scenarios of the exercise
behaviors and the corresponding strike prices over the term of the call
option. Key inputs to the lattice model were underlying business value,
option term of 1.7 years, volatility of 50%, risk-free interest rates,
and strike price (Level 3).

As of December 31, 2022, the fair value of the MLU B.V. Call Option was
\$2 million. We recorded a \$191 million net gain for the fair value
change during the year ended December 31, 2022. To determine the fair
value of the MLU B.V. Call Option as of December 31, 2022, we used a
lattice model which simulated multiple scenarios of the exercise
behaviors and the corresponding strike prices over the term of the call
option. Key inputs to the lattice model were: the underlying business
value; option term of 0.7 years; volatility of 65%; risk-free interest
rates; and strike price (Level 3).

*Mission Bay 3 & 4*

The Mission Bay 3 & 4 JV refers to Event Center Office Partners, LLC
("COP", a joint venture entity established in 2018, by Uber and two
companies ("LC Partners" to manage the construction and operation of two
office buildings

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owned by two ECOP wholly-owned subsidiaries. We
contributed \$136 million cash in exchange for a 45% interest in ECOP.
The two LLC Partners own 45% and 10%, respectively. The equity ownership
interest in ECOP remained at 45% as of December 31, 2021 and 2022.

In March 2020, the two ECOP wholly-owned subsidiaries took out new
loans. Upon closing of the new financing, the proceeds were used to
first pay off the existing construction loan, then to cover the required
operation reserve as well as various financing costs, and last, the
remaining proceeds were distributed back to Uber and the LLC Partners
based on their ownership percentage. As a result, Uber received \$91
million from the ECOP as a return of capital investment, and reduced the
investment carrying value by the same amount.

We have significant influence over ECOP and we account for our
investment in ECOP under the equity method. At each reporting period and
a quarter in arrears, we adjust the carrying value of our investment to
reflect our proportionate share of ECOP' income or loss, and any
impairments, with a corresponding credit or debit, respectively, to
income or loss from equity method investment, net of tax in theconsolidated statements of operations. During 2019, the construction was
completed and leasing activities commenced, During 2020, 2021 and 2022
an immaterial amounts of equity earnings were recognized. During 2021
and 2022, we incurred immaterial amounts of lease payments with ECOP,
which is a related party. As of December 31, 2021 and 2022, we
determined that there were no impairments of our investment in ECOP.

Note 5 --Property and Equipment, Net

102

The components of property and equipment, net were as follows (in
millions):

  ------------------------------------------------- -- -------------------- -------- ------ --------- ---- -------- -- -- -- -- -- -- --

                                                       As of December 31,
                                                       2021                          2022
  Land                                                 \$                   65                        \$   65

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Building and site improvements                       737                                  739
  Leasehold improvements                               594                                  609
  Computer equipment                                   468                                  529
  Leased computer equipment                            650                                  712
  Leased vehicles                                      7                                    11
  Internal-use software                                258                                  389
  Furniture and fixtures                               99                                   94
  Construction in progress                             157                                  219
  Total                                                3,035                                3,367Less: Accumulated depreciation and amortization      (1,182)                              (1,285)
  Property and equipment, net                          \$                   1,853                     \$   2,082
  ------------------------------------------------- -- -------------------- -------- ------ --------- ---- -------- -- -- -- -- -- -- --

Amounts in construction in progress represent buildings, leasehold
improvements, assets under construction, and other assets not placed in
service.

Depreciation expense relating to property and equipment was \$364
million, \$393 million, and \$346 million for the years ended December
31, 2020, 2021 and 2022, respectively. Included in these amounts were
depreciation expense for leased computer equipment in the amount of
\$198 million, \$217 million, and \$186 million for the years ended
December 31, 2020, 2021 and 2022, respectively. Accumulated depreciation
and amortization included \$390 million and \$305 million of leased
computer equipment depreciation as of December 31, 2021 and 2022,
respectively.

Amortization of capitalized software developmen

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t costs was not material
for the years ended December 31, 2020, 2021 and 2022.

Note 6 - Leases

Our leases primarily include corporate offices, data centers, and
servers. The lease term of operating and finance leases vary from less
than a year to 76 years. We have leases that include one or more options
to extend the lease term for up to 14 years as well as options to
terminate the lease within one year. Our lease terms may include options
to extend or terminate the lease when it is reasonably certain that we
will exercise such options. Our lease agreements generally do not
contain any residual value guarantees or restrictive covenants.

The components of our lease expense were as follows (in millions):

  ------------------------------------ -- ------------------------- ------ ------ ------- ------ ------ -------- -- ---- ------ -- -- -- -- -- -- -- -- --

                                          Year Ended December 31,2020                             2021           2022
  Lease cost
  Finance lease cost:
        mortization of assets             \$                        199                   \$     217                \$   186
        nterest of lease liabilities      16                                      12                    13
  Operating lease cost (1)                482                                     299                   304
  Short-term lease cost                   17                                      7                     7
  Variable lease cost                     109                                     96                    142

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Sublease income                         \(2\)                                   \(5\)                 \(17\)
  Total lease cost                        \$                        821                   \$     626                \$   635
  ------------------------------------ -- ------------------------- ------ ------ ------- ------ ------ -------- -- ---- ------ -- -- -- -- -- -- -- -- --

103

\(1\) We exited certain leased offices, primarily due to the City of San
Francisco' extended shelter-in-place orders and our restructuring
activities, resulting in accelerated lease cost of \$118 illion for the
year ended December 31, 2020.

Supplemental cash flow information related to leases was as follows (in
millions):

  ------------------------------------------------------------------------- -- ------------------------- ------ ------ ------ ------ ------ ------ -- ---- ------ -- -- -- -- -- -- -- -- --Year Ended December 31,
                                                                               2020                             2021          2022
  Other information
  Cash paid for amounts included in the measurement of lease liabilities:
  Operating cash flows from financing leases                                   \$                        14                   \$     11               \$   13
  Operating cash flows from operating leases                                   250                                     297                  339
  Financing cash flows from financing leases                                   224226                  184
  Right-of-use assets obtained in exchange for lease obligations:
  Operating lease liabilities                                                  \$                        202                  \$     273              \$   329
  Finance lease liabilities                                                    196                                     184                  349
  ------------------------------------------------------------------------- -- ------------------------- ------ ------ ------ ------ ------ ------ -- ---- ------ -- -- -- -- -- -- -- -- --

Supplemental balance sheet information related to leases was as follows
(in millions, except lease term and discount rate):

  ------------------------------------------ -- -------------------- -------- ---------- --------- ---- -------- -- -- -- -- -- -- --

uber.txt

As of December 31,
                                                2021                          2022
  Operating Leases
  Operating lease right-of-use assets           \$                   1,388                         \$   1,449
  Operating lease liability, current            \$                   185                           \$   201
  Operating lease liabilities, non-current      1,644                                    1,673
       otal operating lease liabilities         \$                   1,829                         \$   1,874

                                                As of December 31,2021                          2022
  Finance Leases
  Property and equipment, at cost               \$                   650                           \$   712
  Accumulated depreciation                      \(390\)                                  \(305\)
       Property and equipment, net              \$                   260                           \$   407
  Other current liabilities                     \$                   191                           \$   115
  Other long-term liabilities                   43                                       284
       otal finance leases liabilities          \$                   234                           \$   399As of December 31,
                                                2021                          2022
  Weighted-average remaining lease term
       perating leases                          15 years                      15 years
       inance leases                            2 years                       3 years
  Weighted-average discount rate
       perating leases                          6.7                  \%                  6.6       \%
       inance leases                            4.2                  \%                  5.7       \%
  ------------------------------------------ -- -------------------- -------- ---------- --------- ---- -------- -- -- -- -- -- -- --

104

Mat

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urities of lease liabilities were as follows (in millions):

  ----------------------------------- -- ------------------------- -------- ---------------- -------- ---- ------ -- -- -- -- -- -- --

                                         As of December 31, 2022
                                         Operating Leases                   Finance Leases
  2023                                   \$                        266                                \$   135
  2024                                   314                                                 134
  2025                                   262                                                 105
  2026                                   228                                                 68
  2027                                   215---
  Thereafter                             2,073                                               ---
  Total undiscounted lease payments      3,358                                               442
  Less: imputed interest                 (1,484)                                             \(43\)
  Total lease liabilities                \$                        1,874                              \$   399
  ----------------------------------- -- ------------------------- -------- ---------------- -------- ---- ------ -- -- -- -- -- -- --

As of December 1, 2022, we had additional operating leases, primarily
for corporate offices, that have not yet commenced of \$193 million.
These operating leases will commence in fiscal year 2023 with lease
terms of 5 years to 0 years.

*Mission Bay 1 & 2*

In 2015, we entered into a joint venture ("V" agreement with a real
estate developer ("V Partner" to develop land ("he Land" in San
Francisco to construct our new headquarters (the "eadquarters". The
Headquarters c

uber.txt

onsists of two adjacent office buildings totaling
approximately 423,000 rentable square feet. In connection with the JV
arrangement, we acquired a 49% interest in the JV, the principal asset
of which was the Land.

In 2016, we and the JV Partner agreed to dissolve the JV and terminate
our commitment to the lease of the Headquarters (together "he real
estate transaction" and we retained a 49% indirect interest in the Land
("ndirect Interest". Under the terms of the real estate transaction, we
obtained the rights and title to the partially constructed building,
completed the development of the two office buildings and retained a
100% ownership in the buildings. In connection with the real estate
transaction, we also executed two 75-year land lease agreements ("and
Leases". As of December 1, 2022, commitments under the Land Leases total
\$128 million until February 2032. After 2032, the annual rent amount
will adjust annually based on the prevailing consumer price index.

The real estate transaction is accounted for as a financing transaction
of our 49% Indirect Interest due to our continuing involvement through a
purchase option on the Indirect Interest. As a financing transaction,
the cash and deferred sales proceeds received from the real estate
transaction are recorded as a financing obligation. As of December 1,
2022, our Indirect Interest of \$65 million is included in property and
equipment, net and a corresponding financing obligation of \$76 million
is included in other long-term liabilities. Future land lease payments
of \$1.7 billion is allocated 49% to the financing obligation of the
Indirect Interest and 51% to the operating lease of land.

Future minimum payments related to the financing obligations as of
December 1, 2022 are summarized below (in millions):

  --------------------------------- -- ------------------------- ------ -- -- -- -- --

                                       Future Minimum Payments
  Fiscal Year Ending December 31,
  2023                                 \$                        6
  2024                                 6
  2025                                 7
  2

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026                                 7
  2027                                 7
  Thereafter                           806
  Total                                \$                        839
  --------------------------------- -- ------------------------- ------ -- -- -- -- --

Note 7 --Goodwill and Intangible Assets

*Goodwill*

During the year ended December 31, 2021, we completed the acquisition of
The Drizly Group, Inc. ("rizly" and Transplace. The acquisitions were
accounted for as business combinations, resulting in the recognition of
\$619 million and \$1.4 billion in goodwill in our Delivery segment and
Freight segment, respectively, as well as \$1.3 billion in intangible
assets.

Refer to Note 17 --Business Combinations for further information on our
acquisitions.

105

The following table presents the changes in the carrying value of
goodwill by segment (in millions):

  ----------------------------------------- -- ---------- -------- ---------- -------- --------- -------- ---------------- -- ---- --------- -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- --

                                               Mobility            Delivery            Freight            Total Goodwill
  Balance as of January 1, 2021                \$         2,562                        \$        3,547                        \$   ---             \$   6,109
  Acquisitions                                 127                            672                         1,438                    2,237
  Goodwill impairment                          \(73\)                         ---                         ---                      \(73\)
  Measurement period adjustment (1)            \(1\)                          189                         ---                      188
  Foreign curren

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cy translation adjustment      \(34\)                         \(7\)                       ---                      \(41\)
  Balance as of December 31, 2021              2,581                          4,401                       1,438                    8,420
  Acquisitions                                 64                             ---                         ---                      64
  Measurement period adjustment                2                              ---                         \(2\)                    ---
  Divestiture                                  \(16\)                         ---                         ---                      \(16\)
  Foreign currency translation adjustment      \(210\)                        4                           1                        \(205\)
  Balance as of December 31, 2022              \$         2,421\$        4,405                        \$   1,437           \$   8,263
  ----------------------------------------- -- ---------- -------- ---------- -------- --------- -------- ---------------- -- ---- --------- -- -- ---- -------- -- -- -- -- -- -- -- -- -- -- --

\(1\) Refer to Note 17 --Business Combinations.

*Intangible Assets*

The components of intangible assets, net were as follows (in millions
except years):

  -------------------------------------------- -- ---------------------- -------- -------------------------- --------- -------------------- --------- ------------------------------------------------ -- ---- -------- -- -- --- -- -- -- -- -- -- -- -- -- -- -- --

                                                  Gross Carrying Value            Accumulated Amortization             Net Carrying Value             Weighted Average Remaining Useful Life - Years

uber.txt

December 31, 2021
  Consumer, Merchant and other relationships      \$                     1,868                                         \$                   \(294\)                                                       \$   1,574          9
  Developed technology                            922                                                        \(269\)                                  653                                                      5
  Trade name, trademarks and other                242                                                        \(57\)                                   185                                                      6
  Intangible assets                               \$                     3,032\$                   \(620\)                                                       \$   2,412

                                                  Gross Carrying Value            Accumulated Amortization             Net Carrying Value             Weighted Average Remaining Useful Life - Years
  December 31, 2022
  Consumer, Merchant and other relationships      \$                     1,825                                         \$                   \(506\)                                                       \$   1,319          9Developed technology                            921                                                        \(517\)                                  404                                                      5
  Trade name, trademarks and other                247                                                        \(96\)                                   151                                                      6
  Intangible assets                               \$                     2,993                                         \$                   (1,119)                                                       \$   1,874
  -------------------------------------------- -- ---------------------- -------- -------------------------- --------- -------------------- --------- ------------------------------------------------ -- ---- -------- -- -- --- -- -- -- -- -- -- -- -- -- -- -- --

Amortization expense for intangible assets subject to amortization was
\$155 million, \$439 million, and \$523 million for the years ended
December 31, 2020

uber.txt

, 2021 and 2022, respectively.

The estimated aggregate future amortization expense for intangible
assets subject to amortization as of December 1, 2022 is summarized
below (in millions):

  -------------------------- -- --------------------------------------- -------- -- -- -- -- --

                                Estimated Future Amortization Expense
  Year Ending December 31,
  2023                          \$                                      359
  2024                          303
  2025                          263
  2026                          202
  2027                          185
  Thereafter                    555
  Total                         \$1,867
  -------------------------- -- --------------------------------------- -------- -- -- -- -- --

*Impairment of Definite-Lived Intangible and Long-Lived Assets*

106

The following table presents the definite-lived intangible and
long-lived asset impairment charges recorded in the consolidated
statements of operations by asset class (in millions):

  ----------------------------------------- -- ------------------------- ------ ------ ----- ------ ----- ----- -- ---- ------ -- -- -- -- -- -- -- -- --

                                               Year Ended December 31,
                                               2020                             2021         2022
  Intangible assets                            \$                        23                  \$     23             \$   ---
  Property and equipment                       15417                 9
  Operating lease right-of-use assets (1)      94                                      3                  19
  Total                                        \$                        271                 \$     43             \$   28
  ----------------------------------------- -- ------------------------- ------ ------ ----- ------ ----- ----- -- ---- ------ -- -- -- -- -- -- -- -- --

\(1\) During the year ended December 1, 2020, we exited, and made
available for sublease, certain leased offices, primarily due to the
City of San Francisco\'s extended shelter-in-place orders and our
restructuring activities. These decisions resulted in operating lease
right-of-use assets impairments of \$52 million, \$18 million, and \$24
million recorded in general and administrative, operations and support,
research and development, respectively, in the consolidated statement of
operations.

Note 8 --Long-Term Debt and Revolving Credit Arrangements

Components of debt, including the associated effective interest rates
and maturities were a

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s follows (in millions, except for percentages):

  ----------------------------------------------- -- -------------------- -------- ------ -------- -------------------------- -------- ------------ ---- ------ -------------------- -- --------------- -- -- -- -- -- -- -- -- -- -- -- -- --

                                                     As of December 31,
                                                     2021                          2022            Effective Interest Rates            Maturities
  2025 Refinanced Term Loan                          \$                   1,448                    \$                         1,433                      5.5    \%                      April 4, 20252027 Refinanced Term Loan                          1,090                                1,078                                        5.5          \%          February 25, 2027
  2025 Senior Note                                   1,000                                1,000                                        7.7          \%          May 15, 2025
  2026 Senior Note                                   1,500                                1,500                                        8.1          \%          November 1, 2026
  2027 Senior Note                                   1,200                                1,200                                        7.7          \%          September 15, 2027
  2028 Senior Note                                   500                                  500                                          7.0          \%          January 15, 20282029 Senior Note                                   1,500                                1,500                                        4.7          \%          August 15, 2029
  2025 Convertible Notes                             1,150                                1,150                                        0.2          \%          December 15, 2025
  Total debt                                         9,388                                9,361
  Less: unamortized discount and issuance costs      \(85\)                               \(69\)
  Less: current portion of long-term debt            \(27\)                               \(27\)

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Total long-term debt                               \$                   9,276                    \$                         9,265
  ----------------------------------------------- -- -------------------- -------- ------ -------- -------------------------- -------- ------------ ---- ------ -------------------- -- --------------- -- -- -- -- -- -- -- -- -- -- -- -- --

*2016 and 2018 Senior Secured Term Loans Refinancing*

On February 5, 2021, we entered into a refinancing transaction under
which we borrowed \$2.6 billion pursuant to an amendment to the 2016
Senior Secured Term Loan agreement, the proceeds of which were used to
repay in full all previously outstanding loans under the 2016 Senior
Secured Term Loan agreement and the 2018 Senior Secured Term Loan
agreement. The \$2.6 billion is comprised of (i) a \$1.1 billion tranche
with a maturity date of February 5, 2027, replacing the 2016 Senior
Secured Term Loan as a Refinancing Term Loan (the "027 Refinanced Term
Loan", and (ii) a \$1.5 billion tranche with a maturity date of April ,
2025, replacing the 2018 Senior Secured Term Loan as an Incremental Term
Loan (the "025 Refinanced Term Loan". The interest rate for the 2027
Refinanced Term Loan and the 2025 Refinanced Term Loan is the London
Interbank Offered Rate ("IBOR" plus 3.50% per annum, subject to a floor
of 0.00%. The refinancing transaction qualified as a debt modification
that did not result in an extinguishment.

The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan are
guaranteed by certain of our material domestic restricted subsidiaries.
The 2025 Refinanced Term Loan and the 2027 Refinanced Term Loan
agreements contain customary covenants restricting our and certain of
our subsidiaries'ability to incur debt, incur liens and undergo certain
fundamental changes. We were in compliance with all covenants as of
December 1, 2022. The loan is secured by certain of our intellectual
property and equity of certain material foreign subsidiaries.

The fair values of our 2025 Refinanced Term Loan and 2027 Refinanced
Term Loan were \$1.4 billion and \$1.1 billion, respectively, as of
December 1, 2022 and were determined based on quoted prices in markets
that are not active, which is considered a Level 2 valuation input.

*2025 Convert

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ible Notes*

In December 2020, we issued \$1.15 billion aggregate principal amount of
0% convertible senior notes due in 2025 (the "025 Convertible Notes",
including the exercise in full by the initial purchasers of the 2025
Convertible Notes of their option to purchase

107

up to an additional \$150 million principal amount of the 2025
Convertible Notes. The 2025 Convertible Notes were issued in a private
placement to qualified institutional buyers pursuant to Rule144A under
the Securities Act. The 2025 Convertible Notes will mature on
December 5, 2025, unless earlier converted, redeemed or repurchased.

Holders of the 2025 Convertible Notes may convert their notes at their
option at any time prior to the close of business on the business day
immediately preceding September 5, 2025 only under the following
circumstances: (i) during any calendar quarter commencing after the
calendar quarter ending on March 31, 2021 (and only during such calendar
quarter), if the last reported sale price of our common stock for at
least 20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on, and including, the last trading day
of the immediately preceding calendar quarter is greater than or equal
to 130% of the conversion price on each applicable trading day; (ii)
during the five business day period after any ten consecutive trading
day period (the "easurement period" in which the trading price (as
defined below) per \$1,000 principal amount of notes for each trading
day of the measurement period was less than 98% of the product of the
last reported sale price of our common stock and the conversion rate on
each such trading day; (iii) if we call such notes for redemption, at
any time prior to the close of business on the scheduled trading day
immediately preceding the applicable redemption date; or (iv) upon the
occurrence of specified corporate events. On or after September 5, 2025
until the close of business on the second scheduled trading day
immediately preceding the maturity date, holders may convert all or any
portion of their notes at any time, regardless of the foregoing
circumstances.

As of December 1, 2022, none of the conditions permitting the holders of
the 2025 Convertible Notes to convert their notes early had been met.
Therefore, the 2025 Convertible Notes are classified as long-term.

The initial conversion rate

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is 12.3701 shares of common stock per
\$1,000 principal amount of notes, equivalent to an initial conversion
price of approximately \$80.84 per share of common stock. The conversion
rate will be subject to adjustment in some events but will not be
adjusted for any accrued and unpaid special interest.

Upon conversion of the 2025 Convertible Notes, we will pay or deliver,
as the case may be, cash, shares of our common stock or a combination of
cash and shares of our common stock, at our election. We may not redeem
the notes prior to December 0, 2023. We may redeem for cash all or any
portion of the notes, at our option, on or after December 0, 2023 if the
last reported sale price of our common stock has been at least 130% of
the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which we
provide notice of redemption at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid
special interest, if any, to, but excluding, the redemption date.

The indenture governing the 2025 Convertible Notes does not contain any
financial or operating covenants or restrictions on the payments of
dividends, the incurrence of indebtedness or the issuance or repurchase
of securities by us or any of our subsidiaries.

Prior to the adoption of ASU 2020-06, the proceeds from the issuance of
the 2025 Convertible Notes were allocated between the conversion feature
recorded as equity and the liability for the notes themselves. The
difference of \$243 million between the principal amount of the 2025
Convertible Notes and the liability component (the "ebt discount" was
amortized to interest expense using the effective interest method over
the term of the 2025 Convertible Notes. The equity component of the 2025
Convertible Notes was included in additional paid-in capital in the
consolidated balance sheet as of December 31, 2020 and was not
remeasured as it continued to meet the conditions for equity
classification. To determine the fair value of the liability component
of the 2025 Convertible Notes as of the pricing date, we used the
binomial model with inputs of time to maturity, conversion ratio, our
stock price, risk free rate a

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nd volatility.

Effective January , 2021, we early adopted ASU 2020-06 using the
modified retrospective approach. The adoption of this standard resulted
in a decrease to additional paid-in capital of \$243 million and an
increase to our 2025 Convertible Notes by the same amount. At adoption,
there was no adjustment recorded to the opening accumulated deficit. As
a result of the adoption, starting on January , 2021 interest expense is
reduced as a result of accounting for the 2025 Convertible Notes as a
single liability measured at its amortized cost.

The fair value of our 2025 Convertible Notes was \$973 million as of
December 1, 2022 and was determined based on quoted prices in markets
that are not active, which is considered a Level 2 valuation input.

*Senior Notes*

In October 2018, we issued five-year notes with aggregate principal
amount of \$500 million due on November , 2023 (the "023 Senior Notes"
and eight-year notes with aggregate principal amount of \$1.5 billion
due on November , 2026 (the "026 Senior Notes" in a private placement
offering totaling \$2.0 billion. We issued the 2023 and 2026 Senior
Notes at par and paid approximately \$9 million for debt issuance costs

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.
The interest is payable emi-annually n May 1 and November 1 of each year
at 7.5% per annum and 8.0% per annum, respectively, beginning on May ,
2019, and the entire principal amount is due at the time of maturity.

In September 2019, we issued eight-year notes with aggregate principal
amount of \$1.2 billion due on September 5, 2027 (the "027 Senior Notes"
in a private placement to qualified institutional buyers pursuant to
Rule144A under the Securities Act. We issued the 2027 Senior Notes at
par and paid approximately \$11 million for debt issuance costs. The
interest is payable semi-annually in arrears on March 15 and September
15 of each year at 7.5% per annum, beginning on March 5, 2020, and the
entire principal

108

amount is due at the time of maturity.

In May 2020, we issued five-year notes with an aggregate principal
amount of \$1.0 billion due on May 5, 2025 (the "025 Senior Notes" in a
private placement to qualified institutional buyers pursuant to Rule
144A under the Securities Act. We issued the 2025 Senior Notes at par
and paid approximately \$8 million for debt issuance costs. The interest
is payable semi-annually in arrears on May 15 and November 15 of each
year

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at 7.5% per annum, beginning on November 5, 2020, and the entire
principal amount is due at the time of maturity.

In September 2020, we issued eight-year notes with an aggregate
principal amount of \$500 million due on January 5, 2028 (the "028
Senior Notes" in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. We issued the 2028
Senior Notes at par and paid approximately \$5 million for debt issuance
costs. The interest is payable semi-annually in arrears on January 15
and July 15 of each year at 6.25% per annum, beginning on July 5, 2021,
and the entire principal amount is due at the time of maturity. In
October 2020, we used the net proceeds from this offering, along with
cash on hand, to redeem all of our outstanding 2023 Senior Notes. The
redemption of the 2023 Senior Notes was for substantially identical 2028
Senior Notes. Following the redemption, there were no 2023 Senior Notes
outstanding.

In August 2021, we issued eight-year notes with an aggregate principal
amount of \$1.5 billion due on August 5, 2029 (the "029 Senior Notes" in
a private placement to qualified institutional buyers pursuant to Rule
144A under the Secur

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ities Act. We issued the 2029 Senior Notes at par
and paid approximately \$16 million for debt issuance costs. The
interest is payable semi-annually in arrears on February 15 and August
15 of each year at 4.50% per annum, beginning on February 5, 2022, and
the entire principal amount is due at the time of maturity and
therefore, the 2029 Senior Notes are classified as long-term. We used
the net proceeds from this offering to finance a portion of the
consideration payable in cash, and certain related fees and expenses
incurred, in connection with the acquisition of Transplace, by our
majority-owned subsidiary, Uber Freight Holding Corporation ("reight
Holding". Refer to Note 17 --Business Combinations for additional
information on the Transplace acquisition.

The 2025, 2026, 2027, 2028 and 2029 Senior Notes (collectively "enior
Notes" are guaranteed by certain of our material domestic restricted
subsidiaries. The indentures governing the Senior Notes contain
customary covenants restricting our and certain of our
subsidiaries'ability to incur debt and incur liens, as well as certain
financial covenants specified in the indentures. We were in compliance
with all covenants as of December 1, 2022.

The following table presents the fair values of our Senior Notes as of
December 1, 2022, and were determined based on quoted prices in markets
that are not active, which is considered a Level 2 valuation input (in
millions):

  ------------------ -- ------------------------- -------- -- -- -- -- --

                        As of December 31, 2022
  2025 Senior Note      \$                        1,001
  2026 Senior Note      1,510
  2027 Senior Note      1,199
  2028 Senior Note      480
  2029 Senior Note      1,297
  Total                 \$                        5,487
  ------------------ -- ------------------------- -------- -- -- -- -- --

The future principal payments for our long-term debt as of December 1,
2022 is summarized as follows (in millions):

  -------------------------- -- ------------------------- -------- -- -- -- -- --

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Future Minimum Payments
  Year Ending December 31,
  2023                          \$                        27
  2024                          27
  2025                          3,564
  2026                          1,511
  2027                          2,232
  Thereafter                    2,000
  Total                         \$                        9,361
  -------------------------- -- ------------------------- -------- -- -- -- -- --

109

The following table presents the amount of interest expense recognized
relating to the contractual interest coupon and amortization of the debt
discount and issuance costs with respect to our long-term debt, for the
years ended December 31, 2020, 2021 and 2022 (in millions):

  -------------------------------------------------- -- ------------------------- ------ ------ ----- ------ ------ ----- -- ---- ------ -- -- -- -- -- -- -- -- --

                                                        Year Ended December 31,
                                                        2020                             2021         2022
  Contractual interest coupon                           \$                        449                 \$     464             \$   510
  Amortization of debt discount and issuance costs      14                                      16                  15

  Total interest expense from long-term debt            \$                        463                 \$     480             \$   525-------------------------------------------------- -- ------------------------- ------ ------ ----- ------ ------ ----- -- ---- ------ -- -- -- -- -- -- -- -- --

*Revolving Credit Arrangements*

We have a revolving credit agreement initially entered in 2015 with
certain lenders, which provides for \$2.3 billion in credit maturing on
June 3, 2023 ("evolving Credit Facility". On April , 2022, we entered
into an amendment to our Revolving Credit Facility to, among other
things, (i) provide for approximately \$2.2 billion of revolving credit
commitments, (ii) extend the maturity date for the commitments and loans
from June 3, 2023 to April , 2027, (iii) reduce the minimum liquidity
covenant from \$1.5 billion to \$1.0 billion, (iv) replace the LIBOR
based interest rate with a Secured Overnight Financing Rate ("OFR" based
interest rate, and (v) make certain other changes to the negative
covenants under the amended revolving credit agreement. The Revolving
Credit Facility may be guaranteed by certain of our material domestic
restricted subsidiaries based on certain conditions. The credit
agreement contains customary covenants restricting our and certain of
ou

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r subsidiaries'ability to incur debt, incur liens, and undergo certain
fundamental changes, as well as maintain a certain level of liquidity
specified in the contractual agreement. The credit agreement also
contains customary events of default. The Revolving Credit Facility also
contains restrictions on the payment of dividends. As of December 1,
2022, there was no balance outstanding on the Revolving Credit Facility.

Additionally, in February 2023, Freight Holding entered into a \$300
million senior secured asset-based revolving credit facility guaranteed
by the assets of Freight Holding.

*Letters of Credit*

For purposes of securing obligations related to leases and other
contractual obligations, we also maintain an agreement for letters of
credit, which is collateralized by our Revolving Credit Facility and
reduces the amount of credit available. As of December 31, 2021 and
2022, we had letters of credit outstanding of \$749 million and \$839
million, respectively, of which the letters of credit that reduced the
available credit under the Revolving Credit Facility were \$247 million
and \$261 million, respectively.

Note 9 --Supplemental Financial Statement Information

*Prepaid Expenses and Other Current Assets*

Prepaid expenses and other current assets as of December 31, 2021 and
2022 were as follows (in millions):

  ------------------------------------------- -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --

                                                 As of December 31,
                                                 2021                          2022
  Prepaid expenses                               \$                   459                    \$   310
  Other receivables                              553                                  710
  Other                                          442                                  459
  Prepaid expenses and other current assets      \$                   1,454                  \$   1,479
  ------------------------------------------

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- -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --

*Accrued and Other Current Liabilities*

Accrued and other current liabilities as of December 31, 2021 and 2022
were as follows (in millions):

  --------------------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ---- -------- -- -- -- -- -- -- --

                                                                                As of December 31,
                                                                                2021                          2022
  Accrued legal, regulatory and non-income taxes                                             \$                   2,187                    \$   1,573
  Accrued Drivers and Merchants liability                                                    1,1871,593
  Accrued compensation and employee benefits                                                 442                                  587
  Income and other tax liabilities                                                           376                                  476

  Commitment to issue unsecured convertible notes in connection with Careem acquisition      238                                  152
  Other                                                                                2,107                                1,851
  Accrued and other current liabilities                                                      \$                   6,537                    \$   6,232
  --------------------------------------------------------------------------------------- -- -------------------- -------- ------ -------- ---- -------- -- -- -- -- -- -- --

*Other Long-Term Liabilities*

110

Other long-term liabilities as of December 31, 2021 and 2022 were as
follows (in millions):

  ----------------------------- -- -------------------- ------ ------ ------ ---- ------ -- -- -- -- -- -- --

                                   As of December 31,
                                   2021                        2022
  Deferred tax liabilities         \$                   365                  \$   27
  Other                            570                                759
  Other long-term liabilities      \$                   935                  \$   786
  ----------------------------- -- -------------------- ------ ------ ------ ---- ------ -- -- -- -- -- -- --

*Accumulated Other Comprehensive Income (Loss)*

The changes in composition of accumulated other comprehensive income
(loss), net of

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tax, for the years ended December 31, 2020, 2021 and 2022
were as follows (in millions):

  --------------------------------------------------------------------------- -- ------------------------------------------ --------- ------------------------------------------------------------------------ --------- ------- ------ --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                                                Foreign Currency Translation Adjustments             Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax             Total
  Balance as of December 31, 2019                                                \$                                         \(231\)                                                                                \$      44                  \$   \(187\)
  Other comprehensive income (loss) before reclassifications                     \(350\)                                                                                2                        \(348\)
  Amounts reclassified from accumulated other comprehensive income (loss)        ---                                                                                ---                      ---
  Other comprehensive income (loss)                                              \(350\)                                                                                2                        \(348\)
  Balance as of December 31, 2020                                                \$                                         \(581\)                                                                                \$      46                  \$   \(535\)Foreign Currency Translation Adjustments             Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax             Total
  Balance as of December 31, 2020                                                \$                                         \(581\)                                                                                \$      46                  \$   \(535\)
  Other comprehensive income before reclassifications (1)                        57                                                                                2,562                    2,619
  Amounts reclassified from accumulated other comprehensive income (1), (2)      ---

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(2,608)                  (2,608)
  Other comprehensive income (loss)                                              57                                                                                \(46\)                   11
  Balance as of December 31, 2021                                                \$                                         \(524\)                                                                                \$      ---                 \$   \(524\)
  --------------------------------------------------------------------------- -- ------------------------------------------ --------- ------------------------------------------------------------------------ --------- ------- ------ --------- -- ---- --------- -- -- -- -- -- -- -- -- --

\(1\) On December 1, 2021, Grab completed its planned SPAC merger with
Altimeter Growth Corporation, resulting in Grab becoming a publicly
traded company post combination. Upon the completion of the merger, our
investment in Series G preferred shares of Grab converted into the newly
issued Class A ordinary shares of the publicly traded company. Upon the
conversion, we released the accumulative pre-tax unrealized gains
recorded through other comprehensive income and recognized them as
unrealized gains in other income (expense), net in our consolidated
statement of operations as of December 31, 2021. Refer to Note 3
--Investments and Fair Value Measurement for further information.

\(2\) The amounts reclassified from accumulated other comprehensive
income are recorded in other income (expense), net and the related tax
impact of \$176 million is recorded in provision for (benefit from)
income taxes on the consolidated statement of operations.

  ------------------------------------------------------------------ -- ------------------------------------------ --------- ------------------------------------------------------------------------ ------ ------- ------ ------ -- ---- --------- -- -- -- -- -- -- -- -- --

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Foreign Currency Translation Adjustments             Unrealized Gains (Losses) on Available-for-Sale Securities, Net of Tax          Total
  Balance as of December 31, 2021                                       \$                                         \(524\)                                                                                \$      ---              \$   \(524\)
  Other comprehensive income before reclassifications                   81                                                                                ---                   81
  Amounts reclassified from accumulated other comprehensive income      ---                                                                                ---                   ---Other comprehensive income (loss)                                     81                                                                                ---                   81
  Balance as of December 31, 2022                                       \$                                         \(443\)                                                                                \$      ---              \$   \(443\)
  ------------------------------------------------------------------ -- ------------------------------------------ --------- ------------------------------------------------------------------------ ------ ------- ------ ------ -- ---- --------- -- -- -- -- -- -- -- -- --

111

*Other Income (Expense), Net*

The components of other income (expense), net, for the years ended
December 31, 2020, 2021 and 2022 were as follows (in millions):

  --------------------------------------------------------------- -- ------------------------- --------- ------ -------- ------ -------- --------- -- ---- --------- -- -- -- -- -- -- ---- --

                                                                     Year Ended December 31,
                                                                     2020                                2021            2022
  Interest income                                                    \$                        55                        \$     37                    \$   139
  Foreign currency exchange gains (losses), net                      \(128\)                                    \(67\)                   \(147\)
  Gain on business divestitures, net (1)                             204                                        1,684                    14
  Gain from sale of investments (2)

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---                                        413                      ---
  Unrealized gain (loss) on debt and equity securities, net (3)      \(125\)                                    1,142                    (7,045)
  Impairment of debt and equity securities (4)                       (1,690)                                    ---                      ---
  Impairment of equity method investment (5)                         ---                                        ---                      \(182\)
  Revaluation of MLU B.V. call option (6)                            ---                                        ---                      191
  Other, net                                                         59                                         83                       1
  Other income (expense), net                                        \$                        (1,625)\$     3,292                 \$   (7,029)
  --------------------------------------------------------------- -- ------------------------- --------- ------ -------- ------ -------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

\(1\) During the year ended December 31, 2020, gain on business
divestitures, net represented a \$154 million gain on the sale of our
Uber Eats India operations to Zomato recognized in the first quarter of
2020 and a \$77 million gain on the sale of our European Freight
Business to sennder GmbH ("ennder" recognized in the fourth quarter of
2020, partially offset by a \$27 million loss on the sale of our JUMP
operations to Lime recognized in the second quarter of 2020.

During the year ended December 31, 2021, gain on business divestitures,
net represented a \$1.6 billion gain on the sale of our ATG Business to
Aurora recognized in the first quarter of 2021. Refer to Note 18
--Divestitures for further information on the sale of our ATG Business.

\(2\) During the year ended December 31, 2021, gain from sale of
investments primarily represented a \$348 million gain recognized from
sale of our equity interests in MLU B.V

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. Refer to Note 4 - Equity Method
Investments for further information.

\(3\) During the year ended December 31, 2021, unrealized gain (loss) on
debt and equity securities, net primarily represented a \$1.6 illion net
unrealized gain on our Grab investment, a \$1.6 illion unrealized gain
on our Aurora Investments and a \$991 illion unrealized gain on our
Zomato investment, partially offset by a \$3.0 illion unrealized loss on
our Didi investment. Refer to Note 3 --Investments and Fair Value
Measurement for further information.

During the year ended December 31, 2022, unrealized gain (loss) on debt
and equity securities, net primarily represented a \$3.0 billion net
unrealized loss on our Aurora investments, a \$2.1 billion net
unrealized loss on our Grab investment, a \$1.0 billion net unrealized
loss on our Didi investment, a \$747 million change of fair value on our
Zomato investment, as well as a \$142 million net unrealized loss on our
other investments in securities accounted for under the fair value
option.

\(4\) During the year ended December 31, 2020, we recorded an impairment
charge of \$1.7 illion, primarily related to our investment in Didi
recognized during the firstquarter of 2020. Refer to Note 3
--Investments and Fair Value Measurement for further information.

\(5\) During the year ended December 31, 2022, impairment of equity
method investment represents a \$182 illion impairment loss recorded on
our MLU B.V. equity method investment. Refer to Note 4 --Equity Method
Investments for further information.

\(6\) During the year ended December 31, 2022, revaluation of MLU B.V.
call option represents a \$191 illion net gain for the change in fair
value of the call option granted to Yandex ("LU B.V. Call Option". Refer
to Note 4 --Equity Method Investments for further information.

Note 10 --Stockholders\' Equity

*Common Stock*

As of December 1, 2022, we have the authority to issue 5.0 billion
shares of common stock with a par value of \$0.00001 per share. Holders
of common stock are entitled to dividends when and if declared by the
board of directors, subject to the rights of the holders of all classes
of stock outstanding having priority rights to dividends. As of
December 1, 2022, no dividends have been declared and there were 2.0
billion shares of common stock issued and outstanding.

*Preferred Stock*

Our board of directors has the auth

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ority to issue up to 10 million
shares of preferred stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of
those shares without any further vote or action by the stockholders. As
of December 31, 2021 and 2022, there was no preferred stock issued and
outstanding.

112

*Equity Compensation Plans*

We maintain four equity compensation plans that provide for the issuance
of shares of our common stock to our officers and other employees,
directors, and consultants: the 2010 Stock Plan (the "010 Plan", the
2013 Equity Incentive Plan (the "013 Plan", the 2019 Equity Incentive
Plan (the "019 Plan", and the 2019 Employee Stock Purchase Plan (the
"SPP", which have all been approved by stockholders. Following our IPO
in May 2019, we have only issued awards under the 2019 Plan and the
ESPP, and no additional awards will be granted under the 2010 and 2013
Plans. These plans provide for the issuance of incentive stock options
("SOs", nonqualified stock options ("SOs", SARs, restricted stock, RSUs,
performance-based awards, and other awards (that are based in whole or
in part by reference to our common stock).

The number of shares of ourcommon stock available for issuance under
the 2019 Plan automatically increases on January 1 of each year, for a
period of not more than ten years, commencing on January 1, 2020 and
ending on (and including) January 1, 2029 by the lesser of (a) 5% of the
total number of the shares of common stock outstanding on December 31 of
the immediately preceding calendar year, and (b) such number of shares
determined by our board of directors. Pursuant to the automatic increase
feature of the 2019 Plan, our board of directors approved an increase of
100 million shares reserved for issuance effective January 1, 2023, for
a total of 403 illion shares reserved.

*Stock Option and SAR Activity*

A summary of stock option and SAR activity for the year ended
December 1, 2022 is as follows (in millions, except share amounts which
are reflected in thousands, per share amounts, and years):

  ----------------------------------------------------- -- --------------------------------- -- -------------------------------------- --------- ------------------------------------------- -- -------------------------------------------------------- -------- --------------------------- -- ------ -- ---- ------ -- --

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-- -- -- -- -- -- -- -- -- -- -- -- -- -- --

                                                           SARs Outstanding Number of SARs      Options Outstanding Number of Shares             Weighted-Average Exercise Price Per Share      Weighted-Average Remaining Contractual Life (in years)            Aggregate Intrinsic Value
  As of December 31, 2021                                  157                                                                         24,253                                                   \$                                                       11.84                                   4.35      \$   735
  Granted                                                  6421                                                      \$                                                       33.78
  Exercised                                                \(3\)                                                                       (4,072)                                                  \$                                                       4.32
  Canceled and forfeited                                   \(7\)                                                                       \(563\)                                                  \$                                                       8.72
  As of December 31, 2022                                  153                                                                         20,039                                                   \$13.90                                   3.47      \$   279
  Vested and expected to vest as of December 31, 2022      146                                                                         15,064                                                   \$                                                       9.61                                    2.99      \$   251
  Exercisable as of December 31, 2022                      146                                                                         15,064                                                   \$                                                       9.61                                    2.99      \$   251
  ----------------------------------------------------- -- --------------------------------- -- -------------------------------------- --------- ------------------------------------------- -- -------------------------------------------------------- -------- --------------------------- -- ------ -- ---- ------ --

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-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

The total intrinsic value of stock options and SARs exercised for the
years ended December 31, 2020, 2021 and 2022, was \$614 million, \$382
million and \$101 million, respectively.

*RSU Activity*

The following table summarizes the activity related to our RSUs for the
year ended December 1, 2022 (in thousands, except per share amounts):

Number of Shares

Weighted-Average

 rant-Date Fair

 alue per Share

Unvested and outstanding as of December 31, 2021

71,461

$

41.91

Granted

90,769

</t

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d>

$

31.05

Vested

(47,989)

$

37.34

Canceled and forfeited

(16,074)

$

38.11

Unvested and outstanding as of December 31, 2022

98,167

$

34.70

The total fair value of RSUs vested for the years ended December 31,
2020, 2021 and 2022 was \$1.4 billion, \$1.5 billion, and \$1.8 billion,
respectively.

*Restricted Common Stock*

We have granted restricted common stock to certain continuing employees,
primarily in connection with acquisitions. Vesting of this stock may b

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e
dependent on a combination of service and performance conditions that
become satisfied upon the occurrence of a qualifying event. We have the
right to repurchase shares for which the vesting conditions are not
satisfied. During 2022, there were no restricted common stock granted,
canceled, or forfeited, and the amount of unvested restricted common
stock as of December 31, 2022 was 2.6 illion shares, with a
weighted-average grant-date fair value of \$43.50 per share.

113

*Stock-Based Compensation Expense*

Stock-based compensation expense is allocated based on the cost center
to which the award holder belongs. The following table summarizes total
stock-based compensation expense by function for the years ended
December 31, 2020, 2021 and 2022 (in millions):

  ---------------------------- -- ------------------------- ------ ------ ------ ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --

                                  Year Ended December 31,2020                             2021          2022
  Operations and support          \$                        72                   \$     139                  \$   154
  Sales and marketing             48                                      83                     102
  Research and development        477                                     614                    1,060
  General and administrative      230                                     332                    477
  Total                           \$                        827                  \$     1,168                \$   1,793
  ---------------------------- -- ------------------------- ------ ------ ------ ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --

During the years ended December 31, 2020, 2021 and 2022, we modified the
terms of stock-based awards for certain employees upon their terminati

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on
or change in employment status. Incremental stock-based compensation
cost in relation to the modification of stock-based awards was not
material for the years ended December 31, 2020, 2021 and 2022.

As of December 1, 2022, there was \$3.4 billion of unamortized
compensation costs related to all unvested awards. The unamortized
compensation costs are expected to be recognized over a weighted-average
period of approximately 2.57 years. Stock-based compensation
expense apitalized s internally developed software costs were not
material for the years ended December 31, 2020, 2021 and 2022.

The tax benefits recognized in the consolidated statements of operations
for stock-based compensation arrangements were not material during the
years ended December 31, 2020, 2021 and 2022.

During 2020, 2021 and 2022, warrants vested to non-employee service
providers and others were not material and no warrants were granted.

The weighted-average grant-date fair values of stock options and SARs
granted to employees in the years ended December 31, 2020, 2021 and 2022
were \$35.77, \$39.43 and \$13.58 per share, respectively. During 2022,
stock options and SARs granted were not material. The fairvalue of
stock options and SARs granted was determined using the Black-Scholes
option-pricing model using the weighted-average assumptions in the table
below:

  -------------------------- -- ------------------------- ---- ------ ------- ---- -- -- -- -- -- -- -- --

                                Year Ended December 31,
                                2020                           2021
  Expected term (in years)      4.0                            5.1
  Risk-free interest rate       0.3                       \%          0.9     \%
  Expected volatility           42.5                      \%          40.3    \%
  Expected dividend yield       ---                       \%          ---     \%
  -------------------------- -- ------------------------- ---- ------ ------- ---- -- -- -- -- -- -- -- --

Performance awards with market-based targets granted in the years ended
December 31, 2020,

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2021 and 2022 were not material.

*2019 Employee Stock Purchase Plan*

The number of shares of Uber common stock available for issuance under
the ESPP automatically increases on January 1 of each year, beginning in
2020 and continuing through 2029, by the lesser of (a) 1.0% of the total
number of shares of common stock outstanding on December 31 of the
immediately preceding calendar year, and (b) 25,000,000 shares. However,
our board of directors or compensation committee may reduce the amount
of the increase in any particular year. Pursuant to the automatic
increase feature of the ESPP, effective January 1, 2023, a total of 86
million shares of common stock are reserved for issuance under the ESPP.

The stock-based compensation expense recognized for the ESPP was not
material during the years ended December 31, 2020, 2021 and 2022. During
the year ended December 31, 2022, we purchased 5 million shares of
common stock under the ESPP at a weighted-average price of \$20.22 per
share. As of December 1, 2022, total unrecognized compensation cost
related to the ESPP was \$25 illion, which will be amortized over a
period of 0.13 years.

114

Note 11 --Income Taxes

The U.S. and foreigncomponents of income (loss) before provision for
(benefit from) income taxes for the years ended December 31, 2020, 2021
and 2022 are as follows (in millions):

  --------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                                                Year Ended December 31,
                                                                                2020                                2021             2022
  U.S.                                                                           \$                        (3,518)                    \$     \(340\)                \$   (8,523)
  Foreign

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(3,428)                                    \(685\)                    \(903\)
  Loss before income taxes and income (loss) from equity method investments      \$                        (6,946)                    \$     (1,025)                \$   (9,426)
  --------------------------------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

The components of the provision for (benefit from) income taxes for the
years ended December 31, 2020, 2021 and 2022 are as follows (in
millions):

  ------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                       Year Ended December 31,2020                                2021             2022
  Current
  Federal                                              \$                        ---                        \$     ---                    \$   8
  State                                                11                                         4                          15
  Foreign                                              63                                         196                        237
  Total current tax expense                            74                                         200                        260
  DeferredFederal                                              \(97\)                                     \(76\)                     \(251\)
  State                                                \(7\)                                      19                         \(92\)
  Foreign                                              \(162\)                                    \(635\)                    \(98\)
  Total deferred tax expense (benefit)                 \(266\)                                    \(692\)                    \(441\)
  Total provision for (benefit from) income taxes      \$                        \(192\)                    \$     \(492\)                \$   \(181\)
  ------------------------------------------------- -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

T

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he following is a reconciliation of the statutory federal income tax
rate to our effective tax rate for the years ended December 31, 2020,
2021 and 2022:

  ------------------------------------------ -- ------------------------- ---- ------ -------- ------ -- -------- ---- -- -- -- -- -- -- -- -- -- -- --

                                                Year Ended December 31,
                                                2020                           2021            2022
  Federal statutory income tax rate             21.0                      \%          21.0     \%        21.0     \%
  State income tax expense                      (0.1)                                 (2.3)              0.8
  Foreign rate differential                     10.8                                  10.3               2.0Non-deductible expenses                       (1.3)                                 (5.2)              (0.7)
  Stock-based compensation                      1.3                                   4.5                (1.4)
  Federal research and development credits      2.9                                   7.8                0.6
  Deferred tax on investments (1)               0.9                                   48.7               (1.1)
  Entity restructuring (2)                      (1.7)                                 (2.0)              (12.7)
  Change in unrecognized tax benefits           (3.7)                                 (27.8)             (8.9)
  Valuation allowance                           (45.8)                                (33.7)             1.1
  US tax on foreign income                      ---                                   (10.8)             0.6

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Tax rate change                               14.4                                  22.4               ---
  Other interest                                3.2                                   16.8               1.7
  Other, net                                    0.9                                   (1.7)              (1.1)
  Effective income tax rate                     2.8                       \%          48.0     \%        1.9      \%
  ------------------------------------------ -- ------------------------- ---- ------ -------- ------ -- -------- ---- -- -- -- -- -- -- -- -- -- -- --

\(1\) The 2020 rate impact for "eferred tax on investments"was primarily
driven by the deferred U.S. tax impact and the deferred China tax impact
of the impairment charge related to our investment in Didi.

The 2021 rate impact for "eferred tax on investments"was primarily
driven by the deferred China and U.S. tax impact related to our
investment in Didi and the deferred U.S. tax impact related to our
investments in Aurora, Grab, and Zomato.

115

The 2022 rate impact for "eferred tax on investments"was primarily
driven by the deferred U.S. tax impact related to our investments in
Aurora, Grab, Zomato, and Didi.

\(2\) In the second quarter of 2020, we transferred certain intangible
assets among our wholly-owned subsidiaries to align our structure to our
evolving operations. The transaction resulted in the establishment of
deferred tax assets of \$354 million; however, there was no financial
statement benefit recognized since the deferred tax asset was offset by
a full valuation allowance.

To align our structure to our evolving operations, in the second and
fourth quarters of 2021, we completed intercompany transfers of certain
intangible assets. These intercompany transfers did not have a material
impact to the financial statements.

In the fourth quarter of 2022, we transferred certain intangible assets
among our wholly-owned subsidiaries to align our structure to our
evolving operations. The transfer resulted in a net reduction in
deferred tax assets of \$1.7 billion; however, there was no financial
statement expense recognized since the deferred tax asset was offset by
a full valuation allowance.

The compon

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ents of deferred tax assets and liabilities as of December 31,
2021 and 2022 are as follows (in millions):

  ------------------------------------------------------- -- -------------------- --------- ------ ---------- ---- -------- -- -- -- -- -- -- --

                                                             As of December 31,
                                                             2021                           2022
  Deferred tax assets
  Net operating loss carryforwards                           \$                   5,992                       \$   6,325
  Research and development credits                           1,020                                 1,200
  Stock-based compensation                                   6645
  Accruals and reserves                                      290                                   402
  Accrued legal                                              119                                   184
  Fixed assets and intangible assets                         6,753                                 4,425
  Lease liability                                            455                                   478
  Interest limitation carryforwards                          629                                   858
  Capitalized research expenses                              ---                                   304
  Other                                                      107                                   320
  Total deferred tax assets                                  15,431                                14,541Less: Valuation allowance                                  (13,920)                              (13,971)
  Total deferred tax assets, net of valuation allowance      1,511                                 570
  Deferred tax liabilities
  Indefinite lived deferred tax liability (1)                1,451                                 ---
  ROU assets                                                 334                                   354
  Other                                                      29                                    77
  Total deferred tax liabilities                             1,814                                 431
  Net deferred tax assets (liabilities)                      \$                   \(303\)                     \$   139
  -------------------------------------------------------

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-- -------------------- --------- ------ ---------- ---- -------- -- -- -- -- -- -- --

\(1\) As of December 31, 2021, the \$1.5 billion indefinite-lived
deferred tax liability represents the deferred U.S. income tax expense,
which will be incurred upon the eventual disposition of the shares
underlying our investments in Didi, Aurora, Grab, and Zomato.

As of December 31, 2022, the fair market value of our investments in
Didi, Aurora, Grab, and Zomato decreased significantly, resulting in the
reduction of indefinite-lived deferred tax liabilities.

Based on available evidence, management believes it is not
more-likely-than-not that the net U.S., Netherlands, and other
non-material jurisdictions'deferred tax assets will be fully realizable.
In these jurisdictions, we have recorded a valuation allowance against
net deferred tax assets. We regularly review the deferred tax assets for
recoverability based on historical taxable income, projected future
taxable income, the expected timing of the reversals of existing taxable
temporary differences and tax planning strategies by jurisdiction. Our
judgment regarding future profitability may change due to many factors,
including future market conditions and the ability to successfully
execute our business plans and/or tax planning strategies. Should there
be a change in the ability to recover deferred tax assets, our income
tax provision would increase or decrease in the period in which the
assessment is changed. We had a valuation allowance against net deferred
tax assets of \$13.9 billion and \$14.0 billion as of December 31, 2021
and 2022, respectively. In 2022, the increase in the valuation allowance
was primarily attributable to an increase in deferred tax assets
resulting from the loss from operations, offset by the deferred tax
impact from the transfer of certain intangible assets among our
wholly-owned subsidiaries.

116

The indefinite carryforward period for net operating losses (\"NOLs\")
means that indefinite-lived deferred tax liabilities can be considered
as support for realization of deferred tax assets, which can affect the
need to record or maintain a valuation allowance for deferred tax
assets. As of December 31, 2021, we realized approximately \$1.2 billion
of our U.S. federal and state deferred tax assets as a result of our
indefinite-lived deferred tax liabilities being used as a source of
income.

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As of December 31, 2022, we realized an immaterial amount of our
U.S. federal and state deferred tax assets as a result of our
indefinite-lived deferred tax liabilities being used as a source of
income.

As of December 1, 2022, we had U.S. federal NOL carryforwards of \$1.9
billion that begin to expire in 2031 and \$12.1 billion that have an
unlimited carryover period. As of December 1, 2022, we had U.S. state
NOL carryforwards of \$9.4 billion that started expiring in 2022 and
\$2.0 billion that have an unlimited carryover period. As of December 1,
2022, we had foreign NOL carryforwards of \$633 million that begin to
expire in 2023 and \$17.7 billion that have an unlimited carryover
period.

As of December 1, 2022, we had U.S. federal research tax credit
carryforwards of \$843 million that begin to expire in 2028. We had U.S.
state research tax credit carryforwards of \$6 million that begin to
expire in 2032 and \$609 million that have an unlimited carryover
period.

In the event we experience an ownership change within the meaning of
Section 382 of the Internal Revenue Code ("RC", our ability to utilize
net operating losses, tax credits and other tax attributes may be
limited. T

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he most recent analysis of our historical ownership changes
was completed through December 1, 2022. Based on the analysis, we do not
anticipate a current limitation on the tax attributes.

The following table reflects changes in gross unrecognized tax benefits
(in millions):

  ---------------------------------------------------- -- ------------------------- -------- ------ ------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --

                                                          Year Ended December 31,
                                                          2020                               2021           2022
  Unrecognized tax benefits at beginning of year          \$                        1,797                   \$     2,293                \$   2,657
  Gross increases - current year tax positions353                                       239                     814
  Gross increases - prior year tax positions              191                                       134                     93
  Gross decreases - prior year tax positions              \(48\)                                    \(9\)                   \(51\)
  Gross decreases - settlements with tax authorities      ---                                       ---                     ---
  Unrecognized tax benefits at end of year                \$                        2,293                   \$     2,657                \$   3,513
  ---------------------------------------------------- -- ------------------------- -------- ------ ------- ------ -------- -------- -- ---- -------- -- -- -- -- -- -- -- -- --

As of December 1, 2022, approximately \$198 million of unrecognized tax
benefits, if recognized, would impact the effective tax rate. The
remaining \$3.3 billion of the unrecognized tax benefit

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s would not
impact the effective tax rate due to the valuation allowance against
certain deferred tax assets.

We recognize accrued interest and penalties related to unrecognized tax
benefits within the provision for income taxes in the consolidated
statements of operations. The amount of interest and penalties accrued
as of December 31, 2021 and 2022 was \$18 million and \$21 million,
respectively.

Although the timing of the resolution and/or closure of audits is highly
uncertain, it is reasonably possible that the balance of gross
unrecognized tax benefits could significantly change in the next 12
months. Given the number of years remaining subject to examination and
the number of matters being examined, we are unable to estimate the full
range of possible adjustments to the balance of gross unrecognized tax
benefits. Any changes to unrecognized tax benefits recorded as of
December 1, 2022 that are reasonably possible to occur within the next
12 months are not expected to be material.

We are subject to taxation in the U.S. and various state and foreign
jurisdictions. We are also under various state and other foreign income
tax examinations. We believe that adequate amounts havebeen reserved in
these jurisdictions. To the extent we have tax attribute carryforwards,
the tax years in which the attribute was generated may still be adjusted
upon examination by the federal, state or foreign tax authorities to the
extent utilized in a future period.

As of December 1, 2022, the open tax years for our major tax
jurisdictions are as follows:

  ---------------- -- ------------- -- -- -- -- -- --

  Jurisdiction        Tax Years
  U.S. Federal        2011 - 2022
  U.S. States         2005 - 2022
  Brazil              2017 - 2022
  Netherlands         2019 - 2022
  United Kingdom      2013 - 2022
  ---------------- -- ------------- -- -- -- -- -- --

As of December 1, 2022, the amount of unrecognized deferred tax
liability on the undistributed earnings from certain foreign
subsidiaries that we intend to indefinitely reinvest is not material.

117

Note 12 --Net Income (Loss) Per Share

Basic net loss per share is computed by dividing net loss by the
weighted-average number of common shares outstanding for

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the periods
presented. Diluted net loss per share is computed by giving effect to
all potential weighted average dilutive common stock. The dilutive
effect of outstanding awards and convertible securities is reflected in
diluted net loss per share by application of the treasury stock method
or if-converted method, as applicable.

We take into account the effect on consolidated net loss per share of
dilutive securities of entities in which we hold equity interests that
are accounted for using the equity method.

The following table sets forth the computation of basic and diluted net
loss per share attributable to common stockholders (in millions, except
share amounts which are reflected in thousands, and per share amounts):

  --------------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- -- -- -- -- -- -- --Year Ended December 31,
                                                                                2020                                2021                2022
  [Basic net loss per share:]{.underline}
  Numerator
  Net loss including non-controlling interests                                                                 \$                        (6,788)                       \$     \(570\)                   \$   (9,138)Net income (loss) attributable to non-controlling interests, net of tax                                      \(20\)                                     \(74\)                        3
  Net loss attributable to common stockholders                                                                 \$                        (6,768)                       \$     \(496\)                   \$   (9,141)
  Denominator
  Basic weighted-average common stock outstanding                                                              1,752,960                                  1,892,546                     1,972,131
  Basic net loss per share attributable to common stockholders (1)                                             \$                        (3.86)                        \$     (0.26)                    \$   (4.64)

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[Diluted net loss per share:]{.underline}
  Numerator
  Net loss attributable to common stockholders                                                                 \$                        (6,768)                       \$     \(496\)                   \$   (9,141)
  Net loss attributable to Freight Holding convertible common shares non-controlling interest, net of tax      ---                                        \(44\)                        \(41\)Diluted net loss attributable to common stockholders                                                         \$                        (6,768)                       \$     \(540\)                   \$   (9,182)
  Denominator
  Number of shares used in basic net loss per share computation                                                1,752,960                                  1,892,546                     1,972,131
  Weighted-average effect of potentially dilutive securities:Assumed redemption of Freight Holding convertible common shares, non-controlling interest                    ---                                        2,973                         2,797

  Diluted weighted-average common stock outstanding                                                            1,752,960                                  1,895,519                     1,974,928
  Diluted net loss per share attributable to common stockholders (1)                                           \$                        (3.86)                        \$     (0.29)                    \$   (4.65)
  --------------------------------------------------------------------------------------------------------- -- ------------------------- --------- ------ ------------ ------ --------- ------------ -- ---- --------- -- -- ---- -- -- -- -- --

\(1\) Per share amounts are calculated using unrounded numbers and
therefore may not recalculate.

Effective January 1, 2021, we early adopted ASU 2020-06 using the
modified retrospective approach. Upon adoption, we use the if-converted
method and presume share settlement for our 2025 Convertible Notes and
our non-interest bearing unsecured convertible notes related to the
acquisition of Careem ("areem Notes" when calculating the dilutive
effect of these notes.

The following potentially dilutive outstanding securities were excluded
from the computation of diluted net loss per share because their effect
would have been anti-dilutive for the periods presented, or issuance of
such shares is contingent upon the satisfaction of

118

certain conditions which were not satisfied by the end of the period (in
thousands):

  --------------------------------------------------------- -- ------------------------- -- ------ ---------- ------ -- ---------- -- -- -- -- -- -- -- -- -- -- -- --

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Year Ended December 31,
                                                               2020                         2021              2022
  Freight Holding contingently redeemable preferred stock      14,339                              10,070               30,458
  Convertible notes                                            28,407                              21,740               18,250
  RSUs                                                         83,736                              71,461               98,167
  Stock options                                                28,734                              24,253               20,039
  Common stock subject to repurchase                           28                                  4,153                2,606
  RSUs to settle fixed monetary awards                         49---                  ---
  Shares committed under ESPP                                  2,451                               3,226                3,878
  Warrants to purchase common stock                            126                                 73                   73
  Total                                                        157,870                             134,976              173,471
  --------------------------------------------------------- -- ------------------------- -- ------ ---------- ------ -- ---------- -- -- -- -- -- -- -- -- -- -- -- --

Note 13 --Segment Information and Geographic Information

We determine our operating segments based on how the chief operating
decision maker ("ODM" manages the business, allocates resources, makes
operating decisions and evaluates operating performance.

During the second quarter of 2020, we changed the name of the Rides
segment to Mobility and the name of the Eats segment to Delivery. In
addition, during the second quarter of 2020, we

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completed the
divestiture of our JUMP business (the "UMP Divestiture", which comprised
substantially all of the operations of our Other Bets reportable
segment. Subsequent to the JUMP Divestiture, the Other Bets segment no
longer exists and the continuing activities previously included in the
Other Bets segment are immaterial for all periods presented. Certain of
these other continuing business activities were migrated to our Mobility
segment, whose prior period results were not restated because such
business activities were immaterial. The other business activities that
were not migrated represent an "ll other category separate from other
reconciling items"and are presented within the All Other caption. The
historical results of the former Other Bets segment are included within
the All Other caption. Refer to Note 18 --Divestitures for further
information regarding the JUMP Divestiture.

In January 2021, we sold our ATG Business to Aurora. Our ATG Business
was included in the ATG and Other Technology Programs segment prior to
this transaction. As a result of the sale, ATG and Other Technology
Programs segment was no longer a reportable segment. Beginning in the
first quarter of 2021, results of ATG and Other Technology Programs are
included within All Other. Refer to Note 18 --Divestitures for further
information regarding the sale of our ATG Business.

As of December 31, 2022, our three operating and reportable segments are
as follows:

  ---------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ---------- -- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Segment       DescriptionMobility      Mobility products connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis. Mobility also includes activity related to our financial partnerships products and advertising.            Delivery      Delivery offerings allow consumers to search for and discover local restaurants, order a meal, and either pick-up at the restaurant or have the meal delivered. In certain markets, Delivery also includes offerings for grocery, alcohol and convenience store delivery as well as select other goods.            Freight      Freight connectsCarriers with Shipper' shipments available on our platform, and gives Carriers upfront, transparent pricing and the ability to book a shipment. Freight also includes transportation management and other logistics services offerings.

  ---------- -- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- ---------- -- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- -- -- -- --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For information about how our reportable segments derive revenue, as
well as revenue grouped by offerings and geographical region refer to
Note 2 --Revenue.

119

Our segment operating performance measure is segment Adjusted EBITDA.
The CODM does not evaluate operating segments using asset information
and, accordingly, we do not report asset information by segment. Segment
Adjusted EBITDA is defined as revenue less the following expenses: cost
of revenue, operations and support, sales and marketing, and general and
administrative and research and development expenses associated with our
segments. Segment Adjusted EBITDA also excludes non-cash items or items
that management does no

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t believe are reflective of our ongoing core
operations (as shown in the table below).

The following table provides information about our segments and a
reconciliation of total segment Adjusted EBITDA to loss from operations
(in millions):

  ------------------------------------------------------------ -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

                                                                  Year Ended December 31,
                                                                  2020                                2021             2022
  Segment Adjusted EBITDA:
  Mobility\$                        1,169                      \$     1,596                  \$   3,299
  Delivery                                                        \(873\)                                    \(348\)                    551
  Freight                                                         \(227\)                                    \(130\)                    ---
  All Other (1)                                                   \(461\)                                    \(11\)                     ---
  Total Segment Adjusted EBITDA                                   \(392\)                                    1,107                      3,850
  Reconciling items:
  Corporate G&A and Platform R&D (2), (3)                         (2,136)(1,881)                    (2,137)
  Depreciation and amortization                                   \(575\)                                    \(902\)                    \(947\)
  Stock-based compensation expense                                \(827\)                                    (1,168)                    (1,793)
  Legal, tax, and regulatory reserve changes and settlements      35                                         \(526\)                    \(732\)
  Goodwill and asset impairments/loss on sale of assets           \(317\)                                    \(157\)                    \(25\)
  Acquisition, financing and divestitures related expenses        \(86\)                                     \(102\)                    \(46\)
  Accelerated lease costs related to cease-use of ROU assets      \(102\)                                    \(5\)                      \(6\)

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COVID-19 response initiatives                                   \(106\)                                    \(54\)                     \(1\)
  Gain (loss) on lease arrangement, net                           5                                          ---                        \(7\)
  Restructuring and related charges, net                          \(362\)                                    ---                        \(2\)
  Legacy auto insurance transfer (4)                              ---                                        \(103\)                    ---
  Mass arbitration fees, net                                      ---                                        \(43\)                     14
  Loss from operations                                            \$                        (4,863)                    \$     (3,834)                \$   (1,832)
  ------------------------------------------------------------ -- ------------------------- --------- ------ --------- ------ --------- --------- -- ---- --------- -- -- -- -- -- -- -- -- --

\(1\) Includes historical results of ATG and Other Technology Programs
and New Mobility.

\(2\) Excluding stock-based compensation expense.

\(3\) Includes costs that are not directly attributable to our
reportable segments. Corporate G&A also includes certain shared costs
such as finance, accounting, tax, human resources, information
technology and legal costs. Platform R&D also includes mapping and
payment technologies and support and development of the internal
technology infrastructure. Our allocation methodology is periodically
evaluated and may change.

\(4\) Refer to Note 1 --Description of Business and Summary of
Significant Accounting Policies for further information.

*Geographic Information*

Revenue by geography is based on where the trip or shipment was
completed or meal delivered. Long-lived assets, net includes property
and equipment, net and operating lease right-of-use assets as well as
the same asset class included within assets held for sale on the
consolidated balance sheets. The following tab

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les set forth revenue and
long-lived assets, net by geographic area as of and for the years ended
December 31, 2020, 2021 and 2022 (in millions):

  --------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --

                           Year Ended December 31,
                           2020                                2021            2022
  United States            \$                        6,082                     \$     9,058                 \$   17,953
  United Kingdom (1)       637                                        551                       4,215
  All other countries      4,420                                      7,846                     9,709
  Total Revenue\$                        11,139                    \$     17,455                \$   31,877
  --------------------- -- ------------------------- --------- ------ -------- ------ --------- -------- -- ---- --------- -- -- -- -- -- -- -- -- --

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\(1\) In 2022, we modified our arrangements in certain markets and, as a
result, concluded we are responsible for the provision of Mobility and
Delivery services to end-users in those markets. In these markets, we
present revenue from end-users on a gross basis, as we control the
service provided by Drivers to end-users, while payments to Drivers in
exchange for Mobility and Delivery services are recognized in cost of
revenue, exclusive of depreciation and amortization. Refer to Note 1
--Description of Business and Summary of Significant Accounting Policies
for further information.

  ------------------------------ -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --

                                    As of December 31,

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2021                          2022
  United States                     \$                   2,991                  \$   3,210
  All other countries               250                                  321
  Total long-lived assets, net      \$                   3,241                  \$   3,531
  ------------------------------ -- -------------------- -------- ------ ------ ---- -------- -- -- -- -- -- -- --

Revenue grouped by offerings and geographical region is included in Note
2 --Revenue.

Note 14 --Commitments and Contingencies

*Contingencies*

From time to time, we are a party to various claims, non-income tax
audits and litigation in the normal course of business. As of December
31, 2021 and 2022, we had recorded aggregate liabilities of \$2.2
billion and \$1.6 billion, respectively, of which \$1.3 billion and
\$0.6 billion relate to non-income tax matters in accrued and other
current liabilities on the consolidated balance sheets for all of our
legal, regulatory and non-income tax matters that were probable and
reasonably estimable.

We are currently party to various legal and regulatory matters that have
arisen in the normal course of business and include, among others,
alleged independent contractor misclassification claims, Fair Credit
Reporting Act ("CRA" claims, alleged background check violations,
pricing and advertising claims, unfair competition claims, intellectual
property claims, employment discrimination and other employment-related
claims, Telephone Consumer Protection Act ("CPA" claims, Americans with
Disabilities Act ("DA" claims, data and privacy claims, securities
claims, antitrust claims, challenges to regulations, and other matters.
We have existing litigation, including class actions, Private Attorney
General Act lawsuits, arbitration claims, and governmental
administrative and audit proceedings, asserting claims by or on behalf
of Drivers that Drivers are misclassified as independent contractors. In
connection with the enactment of California State Assembly Bill 5 ("B5",
we have received and expect to continue to receive - in California and
in other jurisdictions - an increased number of misclassification
claims. With respect to our outstanding legal and r

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egulatory matters,
based on our current knowledge, we believe that the ultimate amount or
range of reasonably possible loss will not, either individually or in
the aggregate, have a material adverse effect on our business, financial
position, results of operations, or cash flows. The outcome of such
legal matters is inherently unpredictable and subject to significant
uncertainties. If one or more of these matters were resolved against us
for amounts in excess of management\'s expectations, our results of
operations, financial condition or cash flows could be materially
adversely affected.

*Driver Classification*

*California Attorney General Lawsuit*

In January 2020, AB5 went into effect. AB5 codifies a test to determine
whether a worker is an employee under California law. The test is
referred to as the "BC"test, and was originally handed down by the
California Supreme Court in Dynamex Operations v. Superior Court in
2018. Under the ABC test, workers performing services for a hiring
entity are considered employees unless the hiring entity can demonstrate
three things: the worker (A) is free from the hiring entity' control,
(B) performs work that is outside the usual course of the hiring entity'
business, and (C) customarily engages in the independent trade, work or
type of business performed for the hiring entity.

On May 5, 2020, the California Attorney General, in conjunction with the
city attorneys for San Francisco, Los Angeles and San Diego, filed a
complaint in San Francisco Superior Court against Uber and Lyft, Inc.
("yft". The complaint alleges drivers are misclassified, and seeks an
injunction and monetary damages related to the alleged competitive
advantage caused by the alleged misclassification of drivers.

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. The injunction was stayed
pending appeal. On October 22, 2020, the Court of Appeal affirmed the
lower court' ruling, and we filed a petition for review of the decision
with the California Supreme Court. The petition was based upon the
passage of Proposition 22 by California voters in November 2020, and
requested that the Court of Appeal opinion be vacated because AB5'
application to Uber was superseded by Proposition 22.

Proposition 22 was a state ballot initi

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ative that provides a framework
for drivers that use platforms like ours to qualify as independent
workers. As a result of the passage of Proposition 22, Drivers are able
to maintain their status as independent contractors under California
law, and we and our competitors are required to comply with the
provisions of Proposition 22. Proposition 22 went into effect on
December 16, 2020.

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The California Supreme Court declined the petition for review on
February 10, 2021. The lawsuit was returned to the trial court following
the appellate proceedings on February 22, 2021. On April 12, 2021, the
California Attorney General, Uber and Lyft filed a stipulation to
dissolve the preliminary injunction with the trial court. On April 16,
2021, the trial court signed an order granting the stipulation. Although
the preliminary injunction has been dissolved, the lawsuit remains
ongoing relating to claims by the California Attorney General for
periods prior to enactment of Proposition 22. We have petitioned to stay
this matter pending coordination with other California employment
related matters, which was granted and a coordination judge was
assigned. Since the assignment of the coordinationjudge, the case has
been stayed pending appeal of the denial of a motion to compel
arbitration. We intend to continue to vigorously defend ourselves. Our
chances of success on the merits are still uncertain and any reasonably
possible loss or range of loss cannot be estimated.

In addition, in January 2021, a petition was filed with the California
Supreme Court by several drivers and a labor union alleging that
Proposition 22 is unconstitutional, which was denied. The same drivers
and labor union have since filed a similar challenge in California
Superior Court, and 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 on December 13, 2022 and we await a
decision.

*Massachusetts Attorney General Lawsuit*

On July 9, 2020, the Massachusetts Attorney General filed a complaint in
Suffolk County Superior Court against Uber and Lyft. The complaint
alleges Drivers are employees, and are enti

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tled to protections under the
wage and labor laws. The complaint was served on July 20, 2020 and Uber
filed a motion to dismiss the complaint on September 24, 2020, which was
denied on March 25, 2021. A summary judgment motion was filed in
September 2021, and we filed a motion in which we argue that the motion
is premature. The court granted our motion to defer the summary judgment
motion on January 12, 2022 and summary judgment papers will be fully
briefed by August 29, 2023. Our chances of success on the merits are
still uncertain and any reasonably possible loss or range of loss cannot
be estimated.

*New York Attorney General*

The New York Attorney General has alleged misclassification of drivers
and related employment violations in New York by Uber as well as fraud
related to certain deductions. The ultimate resolution of this matter is
uncertain and the amount accrued for those matters is recorded within
accrued and other current liabilities on the consolidated balance sheets
as of December 1, 2022.

*Swiss Social Security Rulings*

Several Swiss administrative bodies have issued decisions in which they
classify Drivers as employees of Uber Switzerland, Rasier Operations
B.V. or of Uber B.V. for social security or labor purposes. We are
challenging each of them before the Social Security and Administrative
Tribunals.

In April 2021, a ruling was made that Uber Switzerland could not be held
liable for social security contributions. The litigations with regards
to Uber B.V. and Rasier Operations B.V. are still pending for years 2014
to 2021. In January 2022, the Social Security Tribunal of Zurich
reclassified drivers who have used the App in 2014 as dependent workers
of Uber B.V. and Rasier Operations B.V. from a social security
standpoint, but this ruling has been appealed before the Federal
Tribunal and has no impact on our current operations. On June 3, 2022,
the Federal Tribunal issued two rulings by which both Drivers and
Couriers in the Canton of Geneva are classified as employees of Uber BV,
Uber Portier B.V. and Uber Switzerland GmbH.

Following this ruling, we received a request for information from the
SVA Züich that states that couriers shall be considered employees for
social security purposes since the launch of Uber Eats. The ultimate
resolution of the matters before the social security authorities is
uncertain and the amount accrued for t

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hose matters is recorded within
accrued and other current liabilities on the consolidated balance sheets
as of December 1, 2022.

*Aslam, Farrar, Hoy and Mithu v. Uber B.V., Uber Britannia Ltd. and Uber
London Ltd.*

On October 28, 2015, a claim by 25 Drivers, including Mr. Y. Aslam and
Mr. J. Farrar, was brought in the UK Employment Tribunal against us
asserting that they should be classified as "orkers"(a separate category
between independent contractors and employees) in the UK rather than
independent contractors. The tribunal ruled on October 28, 2016 that
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 that the Drivers using the App in 2016 were workers for UK
employment law purposes. Damages include back pay including holiday pay
and minimum wage, which will be assessed and quantified at a future
hearing.

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

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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. While the ultimate resolution of these matt

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ers is uncertain, we
have recorded an accrual for these matters within accrued and other
current liabilities on the consolidated balance sheets as of December 1,
2022.

*Spain Labor Audits*

Labor authorities in Spain opened audits reviewing the classification
status of Couriers (in particular with regards to social security
contributions). We have received assessments as of December 31, 2022. We
will proceed (or have proceeded) to appeal to the Court of First
Instance for each of them. There are ongoing audits for which we have
not yet received an assessment. Our chances of success on the merits are
still uncertain and any reasonably possible loss or range of loss cannot
be estimated for these ongoing audits.

*Other Driver Classification Matters*

Additionally, we have received other lawsuits and governmental inquiries
in other jurisdictions, and anticipate future claims, lawsuits,
arbitration proceedings, administrative actions, and government
investigations and audits challenging our classification of Drivers as
independent contractors and not employees. We believe that our current
and historical approach to classification is supported by the law and
intend to continue to defend ourselves vigorously in these matters.
However, the results of litigation and arbitration are inherently
unpredictable and legal proceedings related to these claims,
individually or in the aggregate, could have a material impact on our
business, financial condition, results of operations and cash flows.
Regardless of the outcome, litigation and arbitration of these matters
can have an adverse impact on us because of defense and settlement costs
individually and in the aggregate, diversion of management resources and
other factors.

*State Unemployment Taxes*

*New Jersey Department of Labor*

In 2018, the New Jersey Department of Labor ("JDOL" opened an audit
reviewing whether Drivers were independent contractors or employees for
purposes of determining whether unemployment insurance regulations apply
from 2014 through 2018. The NJDOL made an assessment on November 12,
2019, against both Rasier and Uber. Both assessments were calculated
through November 15, 2019, but only calculated the alleged
contributions, penalties, and interests owed from 2014 through 2018. The
NJDOL has provided several assessments from February through October
2021. We have submitted payment for the princi

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pal revised amount of the
assessment and have since reached agreement on and paid the remaining
amounts allegedly owed from 2014 through 2018.

The NJDOL has expressed its intention to audit later years. The ultimate
resolution of the matter is uncertain and the amount accrued for those
matters is recorded within accrued and other current liabilities on the
consolidated balance sheets as of December 1, 2022.

*California Employment Development Department*

In 2014, the California employment development department ("A EDD"
opened an audit to review whether drivers should be treated as employees
or independent contractors. The department issued an assessment in 2016
for the periods of 2013 - 2015 and we have since reached an agreement
with the CA EDD for this period. In 2022, we have received requests for
information related to an audit of a subsequent period, which covers the
fourth quarter of 2017 through the fourth quarter of 2020. We have also
received an audit for years 2018 - 2020 covering couriers who used the
Postmates platform. The ultimate resolution of the matter is uncertain
and the amount accrued for those matters is recorded within accrued and
other current liabilitieson the consolidated balance sheets as of
December 1, 2022.

*New York Department of Labor*

In February 2020, the New York Department of Labor ("YDOL" opened an
audit reviewing whether Drivers were independent contractors or
employees for purposes of determining whether unemployment insurance
regulations apply from 2013 through 2020. The NYDOL issued an assessment
in November 2022, against Uber. The ultimate resolution of the matter is
uncertain and the amount accrued for those matters is recorded within
accrued and other current liabilities on the consolidated balance sheets
as of December 1, 2022.

*Non-Income Tax Matters*

We recorded an estimated liability for contingencies related to
non-income tax matters and are under audit by various domestic and
foreign tax authorities with regard to such matters.

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The subject matter of these contingent liabilities and non-income tax
audits primarily arise from the characterization for tax purposes of the
transactions on the platform, as well as the tax treatment of certain
employee benefits and employment taxes related to our Drivers and
Couriers. In jurisdictions with disputes connected to transactions on
the platform, disputes invo

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lve the applicability of transactional taxes
(such as sales tax, VAT, GST and similar taxes) or gross receipts taxes.
In jurisdictions with disputes connected to employment taxes, disputes
involve the applicability of withholding taxes related to employment
taxes or back-up withholding on payments made to Drivers, Couriers, and
Merchants.

Our estimated liability is inherently subjective due to the complexity
and uncertainty of these matters and the judicial processes in certain
jurisdictions; therefore, the final outcome could be materially
different from the estimated liability recorded.

On October 31, 2022, we settled our UK VAT dispute with the HMRC, the UK
tax regulator, for all periods prior to March 14, 2022. As a result of
the settlement agreement, these prior periods are closed to assessment
and Uber made a payment of \$733 million (GBP 613 million) in the fourth
quarter of 2022 for this resolution.

As of March 14, 2022, we modified our operating model in the UK, such
that as of that date Uber UK is a merchant of transportation and is
required to remit VAT. Uber UK is remitting VAT under the Value Added
(Tour Operators) Order 1987 ("AT Order 1987", which allows for VAT
remittance on a calculated margin, rather than on Gross Bookings. As
part of our ongoing discussions with HMRC, they have indicated that they
are reviewing our VAT filings. The HMRC may disagree with our
application of VAT Order 1987, but due to the complexity and uncertainty
of these matters and the judicial processes, any reasonably possible
loss or range of loss cannot be estimated.

*Other Legal and Regulatory Matters*

We have been and continue to be subject to various government inquiries
and investigations surrounding the legality of certain of our business
practices, compliance with antitrust, anti-bribery and anti-corruption
laws (including Foreign Corrupt Practices Act) and other global
regulatory requirements, labor laws, securities laws, data protection
and privacy laws, consumer protection laws, environmental laws, and the
infringement of certain intellectual property rights. We have
investigated and continue to investigate many of these matters and we
are implementing a number of recommendations to our managerial,
operational and compliance practices, as well as strengthening our
overall governance structure. In many cases, we are unable to predict
the outcomes and imp

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lications of these inquiries and investigations on
our business which could be time consuming, costly to investigate and
require significant management attention. Furthermore, the outcome of
these inquiries and investigations could negatively impact our business,
reputation, financial condition and operating results, including
possible fines and penalties and requiring changes to operational
activities and procedures.

*Indemnifications*

In the ordinary course of business, we often include standard
indemnification provisions in our arrangements with third parties.
Pursuant to these provisions, we may be obligated to indemnify such
parties for losses or claims suffered or incurred in connection with
their activities or non-compliance with certain representations and
warranties made by us. In addition, we have entered into indemnification
agreements with our officers, directors, and certain current and former
employees, and our certificate of incorporation and bylaws contain
certain indemnification obligations. It is not possible to determine the
maximum potential loss under these indemnification provisions /
obligations because of the unique facts and circumstances involved in
eachparticular situation.

Note 15 --Variable Interest Entities

VIEs are legal entities that lack sufficient equity to finance their
activities without future subordinated financial support.

*Consolidated VIEs*

We consolidate VIEs in which we hold a variable interest and are the
primary beneficiary. We are the primary beneficiary because we have the
power to direct the activities that most significantly impact the
economic performance of these VIEs. As a result, we consolidate the
assets and liabilities of these consolidated VIEs.

Total assets included on the consolidated balance sheets for our
consolidated VIEs as of December 31, 2021 and 2022 were \$3.9 billion
and \$3.9 billion, respectively. Total liabilities included on the
consolidated balance sheets for these VIEs as of December 31, 2021 and
2022 were \$1.0 billion and \$789 million, respectively.

*Freight Holding*

In July 2018, we created a new majority-owned subsidiary, Uber Freight
Holding Corporation ("reight Holding". The purpose of Freight Holding is
to perform the business activities of the Freight operating segment. The
Freight Holding stock held by us was determined to be a variable
interest.

In October 2020, Fr

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eight Holding entered into a Series A preferred stock
purchase agreement ("020 Freight Series A Preferred Stock Purchase
Agreement" with outside investor ("020 Freight Series A Investor" to
sell shares of Series A Preferred Stock ("reight Series A".

In July 2021, we entered into a Freight Series A preferred stock
purchase agreement and sold shares of Freight Series A to The Public
Investment Fund, which is an investor in Uber.

124

In November 2021, Freight Holding entered into a series A-1 stock
purchase agreement ("021 Series A-1 Preferred Stock Purchase Agreement"
with outside investors ("reight Series A-1 Investors" to sell shares of
Series A-1 convertible preferred stock of Freight Holding ("reight
Series A-1". Neither the Freight Series A or Freight Series A-1
investments changed the conclusion that Freight Holding is a
consolidated VIE. As of December 31, 2021 and 2022, we continue to own
the majority of the issued and outstanding capital stock of Freight
Holding and report non-controlling interest as further described in Note
16 --Non-Controlling Interests.

*Divestiture of ATG Business and Aurora Investments*

In 2019, we contributed certain of our subsidiaries and certain assets
and liabilities related to our autonomous vehicle technologies
(excluding liabilities arising from certain indemnification obligations
related to the Levandowski arbitration and any remediation costs
associated with certain obligations that may arise as a result of the
Waymo settlement) to Apparate in exchange for common units representing
100% ownership interest in Apparate. Subsequent to the formation of
Apparate, Apparate entered into a Class A Preferred Unit Purchase
Agreement ("referred Unit Purchase Agreement" with SVF Yellow (USA)
Corporation ("oftBank", Toyota Motor North America, Inc. ("oyota", and
DENSO International America, Inc. ("ENSO". Preferred units were issued
in 2019 to SoftBank, Toyota, and DENSO and provided the investors with
an aggregate 13.8% initial ownership interest in Apparate on an
as-converted basis. The common units held by us in Apparate were
determined to be a variable interest. The purpose of Apparate was to
develop and commercialize autonomous vehicle and ridesharing
technologies and Apparate' results were part of All Other. Refer to Note
13 --Segment Information and Geographic Information for further
information.

As of December 31, 2020

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, we consolidated the ATG Business'assets and
liabilities and reported non-controlling interests.

In January 2021, we completed the sale of the ATG Business to Aurora.
Refer to the section titled "nconsolidated VIEs"below for additional
information on Aurora. Refer to Note 18 --Divestitures for further
information on the sale of the ATG Business.

*Careem Qatar and Morocco*

On January 2, 2020, we completed the acquisition of substantially all of
the assets of Careem and certain of its subsidiaries pursuant to an
asset purchase agreement (the "sset Purchase Agreement" in countries
where regulatory approval was obtained or which did not require
regulatory approval. The assets and operations in Qatar and Morocco
(collectively "on-Transferred Countries" had not yet been transferred to
us as of the purchase date. The purpose of the Careem Qatar and Morocco'
operations is to provide primarily ridesharing services in each
respective country. Although the assets and operations of the
Non-Transferred Countries were not transferred as of the purchase date,
we had rights to all residual interests in the entities comprising the
Non-Transferred Countries which was considered a variable interest. We
were exposed to losses and residual returns of the entities comprising
the Non-Transferred Countries through the right to all of the proceeds
from either the divestiture or the eventual legal transfer upon
regulatory approval of the entities comprising the Non-Transferred
Countries. We controlled Intellectual Properties ("P" which are
significant for the business of Non-Transferred Countries and
sub-license those IP to the Non-Transferred Countries. Each entity that
comprised the Non-Transferred Countries met the definition of a VIE and
we were the primary beneficiary of each of the entities comprising the
Non-Transferred Countries.

On September 21, 2021, ownership of Careem' operations in Morocco was
fully transferred to us. As of December 31, 2021, the assets and
operations in Careem Qatar had not been transferred to us. We are
exposed to losses and residual returns of the Careem Qatar entity
through the right to all of the proceeds from either the divestiture or
the eventual legal transfer, upon regulatory approval, of the Careem
Qatar entity. We were the primary beneficiary and consolidated Careem
Qatar as of December 31, 2021.

In October 2022, Qatar' Court of Cassatio

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n rejected our final appeal for
the proposed acquisition of the assets and operations of Careem Qatar.
However, we continue to be the primary beneficiary of Careem Qatar and
as a result, we consolidated Careem Qatar as of December 31, 2022.

*Unconsolidated VIEs*

We do not consolidate VIEs in which we hold a variable interest but are
not the primary beneficiary because we lack the power to direct the
activities that most significantly impact the entities'economic
performance. Our carrying amount of assets recognized on the
consolidated balance sheets related to unconsolidated VIEs were \$598
million and \$548 million as of December 31, 2021 and 2022,
respectively, and represents our maximum exposure to loss associated
with the unconsolidated VIEs.

*Zomato*

125

Zomato is incorporated in India with the purposes of providing food
delivery services. On January 21, 2020, we acquired compulsorily
convertible cumulative preference shares ("CPS Preferred Shares" of
Zomato valued at \$171 million in exchange for Uber' food delivery
operations in India ("ber Eats India", and a note receivable valued at
\$35 million for reimbursement of goods and services tax. As of December
31, 2020, ourinvestment in the CCPS Preferred Shares of Zomato
represented 9.99% of the voting capital upon conversion to ordinary
shares. Zomato was a VIE as it lacked sufficient equity to finance its
activities without future subordinated financial support. We were
exposed to Zomato' economic risks and rewards through our investment and
note receivable which represent variable interests, and the carrying
values of these variable interests reflect our maximum exposure to loss.
However, we were not the primary beneficiary because neither the
investment in CCPS Preferred Shares nor the note receivable provide us
with the power to direct the activities that most significantly impact
Zomato' economic performance. Refer to Note 18 --Divestitures for
further information regarding Zomato and the divestiture of Uber Eats
India.

During the second quarter of 2021, the outstanding note receivable was
paid. During the third quarter of 2021, we determined Zomato is no
longer a VIE as it is sufficiently capitalized as a result of its IPO in
India during July 2021. During the third quarter of 2022, we completed
the sale of our entire stake in Zomato ordinary shares. Refer to Note 3
--Investments and Fair V

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alue Measurement for further information.

*Lime*

Neutron Holdings, Inc. ("ime" is incorporated in Delaware for the
purpose of owning and operating a fleet of dockless e-bikes and
e-scooters for short-term access use by consumers for personal
transportation. On May 7, 2020, we entered into the JUMP Divestiture and
received the 2020 Lime Investments. Refer to Note 18 --Divestitures for
further information on the JUMP Divestiture and the 2020 Lime
Investments. We are exposed to Lime' economic risks and rewards through
our ownership of the 2020 Lime Investments, which represent variable
interests.

*Cornershop: CS-Mexico*

As of December 31, 2020, Cornershop Cayman' ("ornershop" business
operations in Mexico ("S-Mexico" were determined to be a variable
interest. We were exposed to CS-Mexico' economic risks and rewards
through: the CS-Mexico Put/Call; an immaterial unsecured note; the
contractual rights to 35% of contingent sale proceeds from CS-Mexico
under certain conditions; and a market-based fee related to the
transition services agreement, all of which represented variable
interests held by Uber. However, we were not the primary beneficiary and
we did not consolidate CS-Mexico.In December 2020, we received approval from Mexico' antitrust regulator
to complete the CS-Mexico transaction. On January 11, 2021, Cornershop
Global ("S-Global", an entity which held all of Cornershop business
operations, except for those in Mexico, exercised a call option and
acquired 100% of the outstanding equity interest in CS-Mexico. We owned
55% of CS-Mexico through our ownership in CS-Global. The acquisition of
CS-Mexico by CS-Global triggered a reconsideration event and we
reevaluated if CS-Mexico still met the definition of a VIE. As of
December 31, 2021, we determined that CS-Mexico was no longer a VIE when
it was acquired by CS-Global, which has sufficient equity to operate
without the need for subordinated financial support. Refer to Note 17
--Business Combinations for further information.

126

*Aurora*

In January 2021, we sold our ATG Business to Aurora. After the sale, we
held equity interests in Aurora through our Aurora Investments. As of
December 1, 2021, our Aurora Investments had a fair value of \$3.4
billion within investments on the consolidated balance sheet. Refer Note
3 --Investments and Fair Value Measurement for additional information
regarding the acc

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ounting for our Aurora Investments and Note 18
--Divestitures for additional information regarding the sale of our ATG
Business.

After the sale in January 2021, we initially determined Aurora was a VIE
as it lacked sufficient equity to finance its activities without future
subordinated financial support. We were exposed to Aurora' economic
risks and rewards through our equity interests, which represented
variable interests. On November 3, 2021, Aurora completed its planned
SPAC merger with Reinvent Technology Partners Y, making Aurora a
publicly traded company post combination, which triggered a
reconsideration event. We reevaluated if Aurora still met the definition
of a VIE and determined that Aurora was no longer a VIE when it
completed its SPAC merger given it had sufficient equity to operate
without the need for subordinated financial support.

*Moove*

On February 12, 2021 (the "oove Closing Date", we entered into and
completed a series of agreements with Garment Investments S.L. dba Moove
("oove", a vehicle fleet operator in Spain, including (i) an equity
investment, through preferred shares, in which Uber acquired a 30%
minority interest in Moove from its current shareholders at closing and
up to approximately \$185 million contingent on future performance of
Moove and certain other conditions through the eighth anniversary of the
agreement, (ii) a term loan of \$213 million to Moove, due February
2026, and (iii) a commercial partnership agreement. Also included in the
agreements is an option for us to purchase common stock of Moove at fair
value, beginning two years after the Moove Close Date. After this series
of agreements, Moove is considered a related party.

Our equity investment in Moove, through preferred shares, is accounted
for as an investment in non-marketable equity securities included in
investments on the consolidated balance sheets. The term loan, \$215
million as of December 31, 2022, is accounted for as a loan receivable,
carried at amortized cost, and included in other assets on the
consolidated balance sheet. Refer to Note 3 --Investments and Fair Value
Measurement, Assets Measured at Fair Value on a Non-Recurring Basis, for
additional information regarding our non-marketable equity securities.

Moove is a VIE as it lacks sufficient equity to finance its activities
without future subordinated financial support. We are exposed to

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Moove'
economic risks and rewards through our equity investment, the term loan
and commercial partnership agreement, which represent variable
interests.

127

Note 16 --Non-Controlling Interests

We have several consolidated subsidiaries that have issued common stock
and preferred stock or preferred units to third party investors,
representing non-controlling interests. As of December 31, 2021 and
2022, the amounts of non-controlling interests represented by
subsidiaries'preferred units and preferred stock were \$1.0 billion and
\$1.3 billion, respectively.

*ATG Investment: Preferred Unit Purchase Agreement*

During 2019, we closed a Preferred Unit Purchase Agreement with
SoftBank, Toyota, and DENSO (collectively "he Investors" for purchase by
the Investors of Class A Preferred Units ("referred Units" in Apparate.
Apparate, a subsidiary of ours, issued 1.0 million Preferred Units at
\$1,000 per unit to the Investors for an aggregate consideration of
\$1.0 billion (\$400 million from Toyota, \$333 million from SoftBank,
and \$267 million from DENSO). As of December 31, 2020, the Preferred
Units represented an aggregate 14.2% ownership interest in Apparate on
an as-converted basis and we retained the remaining 85.8% ownership
interest.

At the option of the Investors, the Preferred Units were convertible
into common units of Apparate, initially on a one-for-one basis but
subject to potential adjustment, as defined by the Preferred Unit
Purchase Agreement at any time. The Preferred Units were entitled to
certain distributions, including primarily dividends which are payable
in cash or in-kind (at Apparate\'s discretion), and accrue quarterly,
compounded on the last day of each quarter at a 4.5% annual rate. The
Preferred Units were entitled to distributions upon the occurrence of a
sale or liquidation of Apparate representing an amount that is equal to
the greater of (i) the original investment plus any accrued but unpaid
amounts, and (ii) their share of distributions assuming conversion to
common units of Apparate immediately prior to the sale or liquidation
event. The quarterly dividend, along with any attributed prorated share
of Apparate' net income (if applicable), were included in net income
(loss) attributable to non-controlling interests, net of tax in our
consolidated statements of operations. The Preferred Units did not
participate in net losses due

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to a liquidation preference.

*SoftBank' Preferred Units*

SoftBank' Preferred Units included the option to put to us all, but not
less than all, of its initial investment in Preferred Units at a price
equal to the number of SoftBank' Preferred Units multiplied by the
greater of (i) the original investment plus any accrued but unpaid
amounts per unit and (ii) the fair value of the Preferred Units at the
time of conversion (the "ut/Call Price". In addition, we also had the
option to call all, but not less than all, of the Preferred Units held
by SoftBank at the Put/Call Price. The put and call were determined to
be embedded features within the SoftBank Preferred Units since they were
not separately exercisable or legally detached from the SoftBank
Preferred Units. As of December 31, 2020, the SoftBank Preferred Units
were classified as redeemable non-controlling interests in our
consolidated financial statements and reported at the Put/Call Price
which was determined as of the balance sheet date.

*Toyota and DENSO' Preferred Units*

As of December 31, 2020, the Toyota and DENSO Preferred Units were
classified as non-redeemable non-controlling interests as these units
were not subject to any mandatory redemption rights or redemption rights
that are outside our control.

*Divestiture of ATG Business to Aurora*

On January 19, 2021, we completed the previously announced sale of our
ATG Business to Aurora. As a result, our controlling interest and the
non-controlling interests in the ATG Business were settled and ownership
of the ATG Business transferred to Aurora. We derecognized the carrying
value of non-controlling interests in the ATG Business of \$1.1 billion,
which included Toyota and DENSO non-redeemable non-controlling interests
of \$701 million and Softbank' redeemable non-controlling interests of
\$356 million. Refer to Note 18 --Divestitures for further information.

*Freight Holding*

As of December 31, 2021 and 2022, we owned 78% and 74%, respectively, of
the issued and outstanding capital stock of our subsidiary Freight
Holding, or 75% and 73%, respectively, on a fully-diluted basis if all
common shares reserved for issuance under our Freight Holding employee
incentive plan were issued and outstanding.

In May 2022, Freight Holding adopted the 2022 Freight Holding Equity
Incentive Plan (the "022 Freight Holding Plan". The 2022 Freight Holding
Plan

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serves as the successor to the 2018 Holding Equity Incentive Plan
(the "018 Freight Holding Plan". Awards previously granted under the
2018 Freight Holding Plan remain outstanding and governed by the terms
of the 2018 Freight Holding Plan.

As of December 1, 2021 under the 2018 Freight Holding Plan a total
number of 99.8 million shares of Freight Holding were reserved, of which
85.0 million shares were available for grant and issuance.

As of December 1, 2022 under the 2022 Freight Holding Plan a total
number of 85.1 million shares of Freight Holding were reserved, of which
39.4 million shares were available for grant and issuance.

The redeemable non-controlling interest of Freight Holding is not
accreted to redemption value because it is currently not probable that
the non-controlling interest will become redeemable.

128

*Holders of Common Stock of Freight Holding*

The minority common stockholders of our subsidiary Freight Holding,
including any holders of common equity awards issued under the employee
equity incentive plans and employees who hold fully vested shares, have
put rights to sell certain of their equity interests at fair value to us
at specified periods of time that terminates upon the earliest of the
closing of a liquidation transaction or an IPO of the subsidiary. Should
the put rights be exercised, they can be satisfied in either cash, Uber
stock, or a combination of cash and Uber stock based upon our election.
As of December 31, 2021 and 2022, the minority common stockholders
ownership in Freight Holding is classified as a redeemable
non-controlling interest, because it is redeemable on an event that is
not solely in our control.

We attribute the pro rata share of the Freight Holding' net income or
loss available to holders of common stock to the redeemable
non-controlling interests generated from common shares of Freight
Holding based on the outstanding ownership of the minority shareholders
of common shares during the period.

*Freight Series A Preferred Stock*

In October 2020, Freight Holding entered into a 2020 Freight Series A
Preferred Stock Purchase Agreement with a 2020 Freight Series A
Investor. Pursuant to the 2020 Freight Series A Preferred Stock Purchase
Agreement, the 2020 Freight Series A Investor agreed to invest an
aggregate of \$500 million in Freight Holding, which occurred over two
closings, subject to customary clos

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ing conditions.

The 2020 Freight Series A Investor had the option to purchase additional
shares in tranches of at least \$50 million at a time at the initial
purchase price for two years following initial closing up to an
additional aggregate \$250 million. This right to continue to invest at
the initial price over two years is a forward obligation classified was
a liability measured at fair value which was initially valued using a
two-year discount rate and was immaterial. We maintain majority
ownership of the issued and outstanding capital stock of Freight Holding
following such additional investment. Upon the passage of two years from
initial close, the 2020 Freight Series A Investor must purchase and
Freight Holding must issue any remaining unissued additional shares at
the purchase price. The 2020 Freight Series A Investor holds two seats
on the Freight Holding board of directors as of December 31, 2022.

In October 2020, the initial closing occurred pursuant to the 2020
Freight Series A Preferred Stock Purchase Agreement and 2020 Freight
Series A Investor invested \$250 million in exchange for 124.7 million
shares of Freight Series A preferred stock, representing approximately
8% ownership interest on a fully diluted basis.

In August 2022, the second closing occurred pursuant to the Freight
Series A Preferred Stock Purchase Agreement and the 2020 Freight Series
A Investor invested an additional \$250 million in exchange for 124.7
million shares of Freight Series A preferred stock. The 2020 Freight
Series A Investor is considered a related party to Freight Holding.

We do not attribute the pro rata share of the Freight Holding' loss to
the redeemable non-controlling interests in Series A Preferred shares of
Freight Holding because these shares are entitled to a liquidation
preference and therefore do not participate in losses that would cause
their interest to be below the liquidation preference. Upon liquidation,
these Freight Series A preferred stock are entitled to the greater of
either (i) a 1.5x liquidation preference on their initial investment, as
well as 6% continuously compounding cumulative dividends that will be
paid before any distribution to common shareholders or (ii) the fair
value of their investment (the "reight Series A Liquidation Preference".
The dividend, along with any attributed prorated share of Freight
Holding' net income (if

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applicable), are included in net income (loss)
attributable to non-controlling interests, net of tax in our
consolidated statements of operations.

The 2020 Freight Series A Investor' Freight Series A preferred stock may
be called by us at our option after the passage of five years at the
Freight Series A Liquidation Preference. Beginning after three years, if
a series of events occur including Freight Holding not consummating an
IPO, 2020 Freight Series A Investor' Freight Series A preferred stock
could become redeemable at the Freight Series A Liquidation Preference
upon the passage of five years. Upon redemption, the 2020 Freight Series
A Investor' Freight Series A preferred stock would be settled in either
cash or Uber common shares at our option.

In July 2021, we entered into a Series A preferred stock purchase
agreement and sold shares of Freight Holding\'s Series A Preferred Stock
to The Public Investment Fund, which is an investor in Uber,
representing 4% ownership interest on a fully diluted basis at the time
of the sale. As of December 31, 2021 and 2022, the Freight Series A
preferred stock held by the Public Investment Fund were classified as
non-redeemable non-controlling interests as these shares of preferred
stock are not subject to any mandatory redemption rights or redemption
rights that are outside our control.

*Freight Series A-1 Preferred Stock*

129

In November 2021, Freight Holding entered into a 2021 Series A-1
Preferred Stock Purchase Agreement with Freight Series A-1 Investors.
Pursuant to the 2021 Series A-1 Preferred Stock Purchase Agreement, the
Freight Series A-1 Investors agreed to invest an aggregate of \$550
million in Freight Holding in exchange for Freight Series A-1 preferred
stock. The purchase and sale of the Freight Series A-1 preferred stock
took place concurrently with the closing of the Transplace acquisition.
Refer to Note 17 --Business Combinations for additional information on
the Transplace acquisition.

Freight Series A-1 Investors have basic rights and preferences which
primarily include: one vote per share; conversion rights to common
shares; 6% cumulative dividend preference and liquidation preference (a
1.0x liquidation preference of original issuance price plus cumulative
unpaid dividends). The accruing dividends are compounding annually, and
are only payable when dividends are declared by Freight Holding'

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Board.
The dividend, along with any attributed prorated share of Freight
Holding' net income (if applicable), are included in net income (loss)
attributable to non-controlling interests, net of tax in our
consolidated statements of operations. As of December 31, 2021 and 2022,
the Freight Series A-1 preferred stock held by the Freight Series A-1
Investors were classified as non-redeemable non-controlling interests as
these shares of preferred stock are not subject to any mandatory
redemption rights or redemption rights that are outside our control.

*Cornershop*

On July 6, 2020, we closed the acquisition of a 55% controlling
ownership interest in CS-Global. Refer to Note 17 --Business
Combinations for further information. As of December 31, 2020, the
non-controlling interest in CS-Global was classified as redeemable
non-controlling interest because it is subject to a put/call agreement
which was not solely in our control to exercise. At each balance sheet
date, the redeemable non-controlling interest was measured using a
discounted cash flow methodology and the carrying value was adjusted if
the fair value was higher than the carrying value. The initial fair
value, as of the acquisition date of July 6, 2020, was \$290 million.
There were no fair value adjustments to CS-Global' edeemable
non-controlling interest during the year ended December 31, 2020. As of
December 31, 2020, Cornershop' financial results were consolidated in
our consolidated financial statements given our majority ownership
interest.

On January 11, 2021, CS-Global exercised a call option and acquired 100%
of the outstanding equity interest in CS-Mexico, which increased the
redeemable non-controlling interest. In August 2021, we acquired the
minority shareholders\' interests in CS-Global in an all-stock
transaction and CS-Global became a wholly-owned subsidiary of ours. We
derecognized the carrying value of redeemable non-controlling interests
in CS-Global of \$1.3 billion. Refer to Note 17 --Business Combinations
for further information.

Note 17 --Business Combinations

*Careem*

On January , 2020, we completed the acquisition of substantially all of
the assets of Careem. Dubai-based Careem was founded in 2012, and
provides primarily ridesharing and to a lesser extent meal delivery, and
payments services to millions of users in cities across the Middle East,
North Africa, and Pakistan.

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The acquisition was accounted for as a
business combination and advances our strategy of having a leading
ridesharing category position in every major region of the world in
which we operate and effect cost and technology synergies for the rest
of Uber' Mobility business. On September 1, 2021, ownership of Careem'
operations in Morocco was fully transferred to us. As of December 31,
2021 and 2022, ownership of Careem' operations in Qatar had not be
transferred to us; however the results of operations and net assets were
fully consolidated as variable interest entities. Refer to Note 15
--Variable Interest Entities for further information.

The acquisition date fair value of the consideration transferred for
Careem was \$3.0 billion, which consisted of the following (in
millions):

  -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --

                                                                                Fair Value
  Cash paid on January 2, 2020\$           1,326
  Non-interest bearing unsecured convertible notes                              1,634
  Transaction costs paid on January 2, 2020 on behalf of Careem                 39
  Contingent cash consideration                                                 1
  Stock-based compensation awards attributable to pre-combination services      3
  Total consideration                                                           \$           3,003
  -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --

The fair value of the Careem Notes was determined as a sum of the
discounted cash flow ("CF" method (for the present value of the
principal amount of the Careem Notes) and the Black-Scholes option
pricing model (to value the conversion option). The significant
unobservable inputs used in the fair value measurement include discount
rates of 5.14% to 5.19% for the principal amount of the Careem Notes and
for the conversion option an expected volatilit

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y of 42.1% to 44.1%,
interest rates of 1.53% to 1.57%, and dividend yield of 0%. We issued
the Careem Notes in different tranches with \$880 million of the
principal amount of the Careem Notes issued on January , 2020 and
settled in cash on April , 2020. Each tranche of the Careem Notes is due
and payable 90 days once issued. The holders of the Careem Notes may
elect to convert the full outstanding principal balance to Class A
common stock at a conversion price of \$55 per share of Uber
Technologies, Inc. at any time prior to maturity. The discount from the
Careem Notes face value to fair value will be accreted through the
respective repayment dates as interest expense.

130

During the year ended December 1, 2021, certain holders of the Careem
Notes elected to convert their notes and as a result of such elections,
\$539 million of the principal amount of the Careem Notes matured, of
which \$307 million were settled in cash and \$232 million were settled
in equity. During the year ended December 31, 2022, certain holders of
the Careem Notes elected to convert their notes, resulting in immaterial
amounts settled in cash and equity.

The remaining amount of the Careem Notes is recognized as a commitment
to issue unsecured convertible notes at fair value in accrued and other
current liabilities of \$152 million as of December 1, 2022. The amount
of accretion for the years ended December 31, 2021 and 2022 was not
material.

*Careem: Acquisition Date Fair Value*

The following table summarizes the fair value of assets acquired and
liabilities assumed as of the date of acquisition (in millions):

  ----------------------------- -- ------------ -------- -- -- -- -- --

                                   Fair Value
  Current assets                   \$           43
  Goodwill                         2,483
  Intangible assets                540
  Other long-term assets           77
  Total assets acquired            3,143
  Current liabilities              \(108\)
  Deferred tax liability           \(13\)
  Other long-term liabilities      \(19\)
  Total li

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abilities assumed        \(140\)
  Net assets acquired              \$           3,003
  ----------------------------- -- ------------ -------- -- -- -- -- --

The excess of purchase consideration over the fair value of net tangible
and identifiable intangible assets acquired was recorded as goodwill
which is not deductible for tax purposes. Goodwill is primarily
attributed to the assembled workforce of Careem and anticipated
operational synergies. Goodwill was recorded in our Mobility segment.
The fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed are based on management' estimates and
assumptions at the time of acquisition.

The following table sets forth the components of identifiable intangible
assets acquired and their estimated useful lives as of the date of
acquisition (in millions, except years):

  ---------------------- -- ------------ ------ ------------------------------------------------ ---- ---- -- -- -- -- -- -- -- --

                            Fair Value          Weighted Average Remaining Useful Life - Years
  Rider relationships       \$           270                                                          15
  Captains network          40                                                                   1
  Developed technology      110                                                                  4
  Trade names               120                                                                  10
  Total                     \$           540
  ---------------------- -- ------------ ------ ------------------------------------------------ ---- ---- -- -- -- -- -- -- -- --

Rider relationships represent the fair value of the underlying
relationships with Careem riders. Captains network represents the fair
value of the underlying network with Careem drivers (called "aptains".
Developed technology represents the fair value of Careem' technology.
Trade names relate to the "areem"trade name, trad

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emarks, and domain
names. The overall weighted average useful life of the identified
amortizable intangible assets acquired is ten years.

Tangible net assets were valued at their respective carrying amounts as
of the acquisition date, as we believe that these amounts approximate
their current fair values. We believe the amounts of purchased
intangible assets recorded above represent the fair values of, and
approximate the amounts a market participant would pay for, these
intangible assets as of January , 2020.

The Asset Purchase Agreement provides for specific indemnities to us in
relation to value added tax obligations and other tax reserves of
certain jurisdictions which reflect potential tax liabilities. We
recognized \$64 million of indemnification assets on the same basis as
the tax reserves at January , 2020, which is recorded as other assets
and other liabilities on our consolidated balance sheet. Settlements of
these tax reserves, if any, will be funded by the indemnification asset.

The results of the acquired operations were included in our consolidated
financial statements from the date of acquisition, January , 2020. For
the period from January , 2020 through December1, 2020, Careem
contributed to a loss before income taxes of \$218 million. Revenue for
the period from January , 2020 through December 1, 2020 were not
material.

*Cornershop*

131

In 2019, as a strategic move of entering into grocery delivery market,
we agreed to purchase a controlling interest in Cornershop Cayman
("ornershop", operating an online grocery delivery platform primarily in
Chile and Mexico. During 2019, we made an initial investment of \$50
million (the "nitial Cornershop Investment". The remaining investment
was subject to antitrust approval of the countries where Cornershop
operates.

During the second quarter of 2020, we received regulatory approvals,
except for Mexico. As a result, we and Cornershop amended the terms of
the agreement in order for Uber to acquire Cornershop' business
operations, except for those in Mexico. Immediately prior to the
transaction close, Cornershop was restructured such that the Mexico
operations were held in Cornershop Technologies LLC and its wholly-owned
subsidiary (collectively referred to as "S-Mexico", while all of the
remaining Cornershop operations were to be held in the newly created
CS-Global entity.

On July , 2020, we ac

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quired 55% controlling interest in CS-Global, an
entity which held all of Cornershop' business operations, except for
those in Mexico. This transaction resulted in an Uber direct capital
contribution of \$200 million, which included the Initial Cornershop
Investment and notes receivable, to CS-Global and a payment of \$179
million to tendering shareholders, paid in a combination of cash and
2,055,038 shares of our common stock. The Initial Cornershop Investment
was remeasured immediately prior to the acquisition of CS-Global, and
based on the Cornershop business value and Uber' pre-acquisition
ownership percentage, the new value was not materially different from
the previously recognized amount. Thus, the Initial Cornershop
Investment was determined at the original \$50 million. In exchange for
the consideration transferred, we received 15,642,523 Preferred C
Membership Interests in CS-Global, representing 55% of the outstanding
membership interests. As a result, we obtained the controlling financial
interest in CS-Global and accounted for the acquisition as a business
combination. Concurrent with the CS-Global acquisition transaction,
Uber, Cornershop and CS-Global entered into aput/call arrangement over
the non-controlling interest in CS-Global, providing CS-Global with the
right through the call option (and obligation through the put option
held by Cornershop) to purchase all of the interests in CS-Mexico,
contingent upon the receipt of regulatory approval in Mexico ("S-Mexico
Put/Call". Upon either the exercise of the call option (by CS-Global) or
the put option (by Cornershop), CS-Global would acquire 100% of the
outstanding equity interests in CS-Mexico. Uber would make a direct
capital contribution to CS-Global and a payment to the tendering
shareholder, totaling \$94 million, in exchange for 55% outstanding
equity interest in CS-Mexico. The CS-Mexico Put/Call, which was
exercisable in 5 years if there is no IPO or liquidation event, at a
future negotiated price, was accounted for separately from the
acquisition, and was included in other current assets on the
consolidated balance sheet as of December 1, 2020.

The acquisition date fair value of the consideration transferred for
CS-Global was \$362 million, which consisted of the following (in
millions):

  ---------------------------------------- -- ------------ ------ -- -- -- -- --

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Fair Value
  Initial Cornershop Investment               \$           50
  Notes receivable                            10
  Cash paid                                   253
  Tender offer paid in Uber common stock      67
  Total consideration transferred             380
  Less: CS-Mexico Put/Call                    \(18\)
  Total consideration                         \$           362
  ---------------------------------------- -- ------------ ------ -- -- -- -- --

The following table summarizes the fair value of assets acquired and
liabilities assumed as of the date of acquisition (in millions):

  -------------------------------------------- -- ------------ ------ -- -- -- -- --

                                                  Fair Value
  Current assets\$           204
  Goodwill                                        384
  Intangible assets                               122
  Other long-term assets                          11
  Total assets acquired                           721
  Current liabilities                             \(34\)
  Deferred tax liability                          \(33\)
  Other long-term liabilities                     \(2\)
  Total liabilities assumed                       \(69\)
  Less: Redeemable non-controlling interests      \(290\)
  Net assets acquired                             \$           362
  -------------------------------------------- -- ------------ ------ -- -- -- -- --

The excess of purchase consideration over the fair value of net tangible
and identifiable intangible assets acquired was recorded as goodwill
which is not deductible for tax purposes. Goodwill is primarily
attributed to the anticipated operational synergies. Goodwill

132

was recorded in our Delivery segment. The fair values assigned to
tangible and identifiable intangible assets acquired and liabilities
assumed are based on management\'s estimates and assumptions at the time
of acquisition, and are updated to reflect the most recent changes.

The fair value of the redeemable non-controlling interests of \$290
million was estimated based on the non-controlling interest' respective
share of the CS-Global enterprise value.

The following table sets forth the components of identifiable intangible
assets acquired and their estimated useful lives as of the date of
acquisition (in millions, except years):

  ----------------------- -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --

                             Fair Value          Weighted Average Remaining Useful Life - Years
  Vendor relationship        \$           20                                                          15
  Sh

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opper relationship       1                                                                    1
  Customer relationship      14                                                                   5
  Developed technology       58                                                                   4
  Trade names                29                                                                   5
  Total                      \$           122
  ----------------------- -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --

Vendor, shopper and customer relationships represent the fair value of
the underlying relationships with Cornershop vendors (such as grocery
stores and supermarkets), shoppers and end-users. Developed technology
represents the fair value of the technologies and systems behind
CS-Global' grocery delivery application. Trade names relate to the
"ornershop"trade name, trademarks, and domain names. The overall
weighted average useful life of the identified amortizable intangible
assets acquired is six years.

Tangible net assets were valued at their respective carrying amounts as
of the acquisition date, as we believe that these amounts approximate
their current fair values. We believe the amounts of purchased
intangible assets recorded above represent the fair values of, and
approximate the amounts a market participant would pay for, these
intangible assets as of July , 2020.

The results of CS-Global were included in our consolidated financial
statements from the date of acquisition, July , 2020. For the period
from July , 2020 through December 1, 2020, CS-Global contributed an
immaterial amount of revenue and loss before taxes.

In December 2020, we received approval from Mexico' antitrust regulator
to complete the CS-Mexico transaction. On January 1, 2021, CS-Global
exercised the call option through the CS-Mexico Put/Call agreement and
acquired 100% of the outstanding equity interest in CS-Mexico, and we
owned 55% of CS-Mexico through our ownership in CS-Global. The
acquisition of CS-Mexico was accounted for as a business combination.
The acquisition date fair value of the consideration transferred fo

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r
CS-Mexico was immaterial, and consisted of a combination of cash payment
and equity payment in Uber common stock and the fair value of the
CS-Mexico Put/Call remeasured at the acquisition date. As a result of
remeasuring our prior CS-Mexico Put/Call held immediately prior to the
business combination, we recognized an immaterial loss during the year
ended December 1, 2021. The loss was included in other income (expense),
net in the consolidated statement of operations.

In August 2021, we completed the acquisition of the remaining 45%
ownership interest (or 47%, on a fully-diluted basis) in Cornershop in
an all-stock transaction. As consideration for our acquisition of the
remaining non-controlling interest, we issued 25 million shares of our
common stock, including 4.6 million restricted shares issued to certain
Cornershop employees. In addition, we issued 4 million stock options to
replace assumed outstanding stock options. These replacement stock
options attributable to post-acquisition service were included in our
option activity and were recognized as stock-based compensation expense.

The acquisition was accounted for as an equity transaction, as we
previously controlled andconsolidated Cornershop. Accordingly, we did
not recognize a gain or loss in our consolidated statement of operations
during the year ended December 31, 2021. In connection with this
acquisition, the previously recognized non-controlling interest was
derecognized. Following this transaction, Cornershop became our
wholly-owned subsidiary.

The total purchase price was determined to be \$967 million, based on
the number of shares issued and Uber' share price on the closing date.
The fair value of the 4.6 million restricted shares issued to certain
Cornershop employees was determined to be \$202 million. These shares
are restricted and contingent on the employees'continuing employment at
the combined company for three years, beginning in August 2021. These
restricted shares are considered compensation for post-combination
services and will be recognized as stock-based compensation expense
ratably over three years.

*Postmates*

On July , 2020, we entered into an Agreement and Plan of Merger to
acquire 100% ownership interest in Postmates, an on-demand delivery
platform in the U.S.

On December , 2020, we completed the acquisition of Postmates, bringing
together our global Mobility an

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d Delivery platform with
Postmates'distinctive delivery business in the U.S. As a result of the
transaction, we obtained ownership interest in Postmates

133

through our voting rights, and the transaction was accounted for as a
business combination. The acquisition date fair value of the
consideration transferred for Postmates was approximately \$3.9 billion,
which consisted of the following (in millions):

  -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --

                                                                                Fair Value
  Uber common stock transferred                                                 \$           3,494
  Note receivable                                                               100
  Stock-based compensation awards attributable to pre-combination services      308
  Total consideration                                                           \$           3,902
  -------------------------------------------------------------------------- -- ------------ -------- -- -- -- -- --

The fair value of the \$3.5 billion common stock issued (70 million
shares of our common stock), as consideration transferred was determined
on the basis of the closing market price of our common stock on the
acquisition date. We determined the fair value of the equity awards for
stock options assumed using a Black-Scholes option pricing model with
the applicable assumptions as of the acquisition date. The fair value of
equity awards for RSUs was determined by using the closing market price
of our common stock on the acquisition date adjusted by an exchange
ratio.

The following table summarizes the fair value of assets acquired and
liabilities assumed as of the date of acquisition (in millions):

  --------------------------------------- -- ------------ -------- -- -- -- -- --

                                             Fair Value
  Cash and cash equivalents                  \$           52
  Other current assets

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58
  Goodwill                                   3,330
  Intangible assets                          1,015
  Other long-term assets                     57
  Total assets acquired                      4,512
  Accounts payable                           \(109\)
  Accrued and other current liabilities      \(458\)
  Deferred tax liability                     \(9\)
  Other long-term liabilities                \(34\)
  Total liabilities assumed                  \(610\)
  Net assets acquired                        \$           3,902
  --------------------------------------- -- ------------ -------- -- -- -- -- --

The excess of purchase consideration over the fair value of net tangible
and identifiable intangible assets acquired was recorded as goodwill,
which is not deductible for tax purposes. Goodwill is primarily
attributed to the assembled workforce of Postmates and anticipated
operational synergies. Goodwill was assigned to our Delivery segment.
The fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed are based on management' estimates and
assumptions at the time of acquisition.

The following table sets forth the components of identifiable intangible
assets acquired and their estimated useful lives as of the date of
acquisition (in millions, except years):

  ----------------------- -- ------------ -------- ------------------------------------------------ ----- --- -- -- -- -- -- -- -- --

                             Fair Value            Weighted Average Remaining Useful Life - Years
  Merchant relationship      \$           260                                                             7
  Fleet relationship         110                                                                    1.5
  Consumer relationship      280

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5
  Developed technology       280                                                                    2
  Trade names                30                                                                     3
  IPR&D                      55                                                                     N/A
  Total                      \$           1,015
  ----------------------- -- ------------ -------- ------------------------------------------------ ----- --- -- -- -- -- -- -- -- --

Consumer, merchant and fleet relationships represent the fair value of
the underlying relationships with merchants (such as restaurants),
Postmates end-users, and Postmates couriers (referred to as "leet".
Developed technology represents the fair value of Postmates'technology.
Trade names relate to the "ostmates"trade name, trademarks, and domain
names. The overall weighted average useful life of the identified
amortizable intangible assets acquired is four years.

Tangible net assets were valued at their respective carrying amounts as
of the acquisition date, as these amounts approximate their fair values.

134

The results of Postmates were included in our consolidated financial
statements from the date of acquisition, December 1, 2020. For the
period from December , 2020 through December 1, 2020, Postmates
contributed an immaterial amount of revenue and loss before taxes.

During the fourth quarter of 2021, we finalized our estimate of the
acquisition date fair values of the assets acquired and the liabilities
assumed for Postmates. As a result, during the year ended December 31,
2021, we recorded measurement period adjustments of \$181 million net,
to accrued and other current liabilities and deferred tax liability,
with a corresponding increase to goodwill.

*Drizly*

On February , 2021, we entered into an Agreement and Plan of
Reorganization to acquire 100% ownership interest in Drizly, an
on-demand alcohol marketplace in North America.

On October 2, 2021, we completed the acquisition of Drizly, allowing us
to expand alcohol offerings in our Delivery business. The acquisition of
Drizly was accounted for as a business combination. The acquisition date
fair value of the

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consideration transferred for Drizly was approximately
\$943 million, which consisted of the following (in millions):

  -------------------------------------------------------------------------- -- ------------ ------ -- -- -- -- --

                                                                                Fair Value
  Common stock issued                                                           \$           881
  Cash                                                                          42
  Stock-based compensation awards attributable to pre-combination services      20
  Total consideration                                                           \$           943
  -------------------------------------------------------------------------- -- ------------ ------ -- -- -- -- --

The fair value of the \$881 million common stock issued (19 million
shares of our common stock), as consideration transferred was determined
on the basis of the closing market price of our common stock on the
acquisition date.

The following table summarizes the fair value of assets acquired and
liabilities assumed as of the date of acquisition (in millions):

  --------------------------- -- ------------ ------ -- -- -- -- --

                                 Fair Value
  Current assets                 \$           50
  Goodwill                       619
  Intangible assets              395
  Other long-term assets         7
  Total assets acquired          1,071
  Current liabilities            \(44\)
  Deferred tax liability         \(79\)
  Non-current liabilities        \(5\)
  Total liabilities assumed      \(128\)
  Net assets acquired            \$           943
  --------------------------- -- ------------ ------ -- -- -- -- --

The excess of purchase consideration over the fair value of net tangible
and id

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entifiable intangible assets acquired was recorded as goodwill,
which is not deductible for tax purposes. Goodwill is primarily
attributed to the assembled workforce of Drizly and anticipated
operational synergies. Goodwill was assigned to our Delivery segment.
The fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed are based on management' estimates and
assumptions at the time of acquisition. Tangible net assets were valued
at their respective carrying amounts as of the acquisition date, as
these amounts approximate their fair values.

The following table sets forth the components of identifiable intangible
assets acquired and their estimated useful lives as of the date of
acquisition (in millions, except years):

  ------------------------- -- ------------ ------ ------------------------------------------------ ---- --- -- -- -- -- -- -- -- --

                               Fair Value          Weighted Average Remaining Useful Life - Years
  Consumer relationship\$           60                                                           5
  Retailer relationship        90                                                                   10
  Advertiser relationship      140                                                                  12
  Developed technology         75                                                                   3
  Trade names                  30                                                                   6
  Total                        \$           395
  ------------------------- -- ------------ ------ ------------------------------------------------ ---- --- -- -- -- -- -- -- -- --

135

Consumer, retailer, and advertiser relationships represent the fair
value of the underlying relationships with Drizly end-users, retailers
(such as liquor stores), and advertisers. Developed technology
represents the fair value of Drizly' advertising management platform.
Trade names relate to the "rizly"t

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rade name, trademarks, and domain
names. The overall weighted average useful life of the identified
amortizable intangible assets acquired is eight years.

The results of Drizly were included in our consolidated financial
statements from the date of acquisition, October 12, 2021. For the
period from October 12, 2021 through December 1, 2021, Drizly
contributed an immaterial amount of revenue and loss before taxes.

*Transplace*

On July 1, 2021, we entered into a Stock Purchase Agreement to acquire
100% ownership interest in Transplace, a leading transportation
management and third-party logistics provider in North America.

On November 2, 2021, we completed the acquisition of Transplace in an
all-cash transaction, allowing us to expand our Uber Freight business
through Transplace' expertise in transportation management. The
acquisition of Transplace was accounted for as a business combination.
The acquisition date fair value of the consideration transferred for
Transplace was \$2.3 billion.

The following table summarizes the fair value of assets acquired and
liabilities assumed as of the date of acquisition (in millions):

  ------------------------------------------- -- ------------ -------- -- -- -- -- --

                                                 Fair Value
  Cash and cash equivalents                      \$           29
  Accounts receivable, net                       899
  Prepaid expenses and other current assets      23
  Property and equipment, net                    44
  Operating lease right-of-use assets            57
  Intangible assets, net                         902
  Goodwill                                       1,438
  Other assets                                   3
  Total assets acquired                          3,395
  Accounts payable                               \(516\)
  Operating lease liabilities, current           \(7\)
  Accrued and other current liabilities          \(363\)

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Operating lease liabilities, non-current       \(66\)
  Deferred tax liability                         \(163\)
  Other long-term liabilities                    \(1\)
  Total liabilities assumed                      (1,116)
  Net assets acquired                            \$           2,279
  ------------------------------------------- -- ------------ -------- -- -- -- -- --

The excess of purchase consideration over the fair value of net tangible
and identifiable intangible assets acquired was recorded as goodwill.
Goodwill is primarily attributed to the assembled workforce of
Transplace and anticipated operational synergies. Goodwill was assigned
to our Freight segment. The fair values assigned to tangible and
identifiable intangible assets acquired and liabilities assumed are
based on management' estimates and assumptions at the time of
acquisition.

The following table sets forth the components of identifiable intangible
assets acquired and their estimated useful lives as of the date of
acquisition (in millions, except years):

  ------------------------ -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --

                              Fair Value          Weighted Average Remaining Useful Life - Years
  Consumer relationships      \$           530                                                         12
  Developed technology        363                                                                  7
  Trade names                 9                                                                    2
  Total                       \$           902
  ------------------------ -- ------------ ------ ------------------------------------------------ --- ---- -- -- -- -- -- -- -- --

Customer relationships represent the fair value of the underlying
relationships with Transplace customers who utilize their logistics
services. Developed technology represent

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s the fair value of Transplace'
customer facing technology platforms. Trade names relate to the
"ransplace"trade name, trademarks, and domain names. The overall
weighted average useful life of the identified amortizable intangible
assets acquired is ten years.

136

The results of Transplace were included in our consolidated financial
statements from the date of acquisition, November 2, 2021. For the
period from November 2, 2021 through December 1, 2021, Transplace
contributed \$684 million of revenue and an immaterial amount of loss
before taxes.

*Certain Unaudited Pro Forma Information*

The following unaudited pro forma financial information presents what
our results would have been had we acquired Careem, CS-Global, Postmates
and Transplace in the beginning of the applicable comparable prior
annual reporting period. The 2020 pro forma includes full year results
for: our 2020 acquisitions (Careem, CS-Global and Postmates) as well as
Transplace. The 2021 pro forma includes full year results for
Transplace. The unaudited pro forma information presented below is for
informational purposes only and is not necessarily indicative of our
consolidated results of operations of the consolidated business had the
acquisitions actually occurred at the beginning of applicable comparable
prior reporting period or of the results of our future operations of the
consolidated business.

  ---------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

                                                    Year Ended December 31,
  *(In millions)*                                   2020                                2021

                                                    (Unaudited)
  Revenue                                           \$                        15,158                     \$   21,764
  Net loss including non-contr

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olling interests      (7,342)                                    \(700\)
  ---------------------------------------------- -- ------------------------- --------- ------ --------- ---- --------- -- -- -- -- -- -- --

The pro forma financial information primarily includes adjustments to
net loss including non-controlling interests to reflect the additional
amortization that would have been recorded assuming the fair value
adjustments to intangible assets had been applied from the beginning of
applicable comparable prior reporting period, with the related tax
effects.

Note 18 --Divestitures

During the years ended December 31, 2020, 2021 and 2022, we completed
the following divestitures:

•In 2020, divestitures consisted of the sale of our Uber Eats India
operations, the disposition of all assets of our JUMP business, and the
sale of our European Freight business to Sennder.

•In 2021, divestitures consisted of the sale of our ATG Business, a
subsidiary focused on the development and commercialization of
autonomous vehicle technology, to Aurora.

The gains (losses) associated with these divestitures were included in
other income (expense), net in the consolidated statements of
operations.

*Divestiture of Uber Eats India to Zomato*

On January 21, 2020, we entered into a definitive agreement and
completed the divestiture of Uber Eats India to Zomato in exchange for
(i) CCPS Preferred Shares of Zomato convertible into ordinary shares
representing, when converted, 9.99% of the total voting capital of
Zomato and (ii) a non-interest bearing note receivable to be repaid over
the course of four years for reimbursement by Zomato of goods and
services tax. The estimated fair value of the consideration received
included the investment valued at \$171 illion and the \$35 illion of
reimbursement of goods and services tax receivable from Zomato. As of
December 31, 2021, we had collected substantially all of the receivable.
The fair value of the CCPS Preferred Shares was based primarily on the
observed transaction price for a similar security issued to new
investors in close proximity to the time of our transaction with Zomato.
The transaction resulted in a gain on disposal of \$154 illion
recognized in other income (expense), net in the consolidated statements
of operations during the first quarter of 2020. The income tax effect of
the s

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ale was not material. The divestiture of Uber Eats India did not
represent a strategic shift that would have had a major effect on our
operations and financial results, and therefore does not qualify for
reporting as a discontinued operation for financial statement purposes.

*Divestiture of JUMP and Investment in Lime*

On May 7, 2020, we entered into a series of transactions and agreements
with Lime to divest our JUMP business (the "UMP Divestiture". Lime is
incorporated in Delaware for the purpose of owning and operating a fleet
of dockless e-bikes and e-scooters for short-term access use by
consumers for personal transportation. We previously held Lime Series C
preferred stock and fully vested warrants to purchase Lime Series C-1
preferred stock.

Uber contributed hardware, equipment, intellectual property rights,
technology, licensed technology, and permits of our JUMP business
(collectively, "UMP Assets" in certain markets to Lime. JUMP Assets and
previously held investments and warrants in Lime were exchanged for
common stock (the "ime Common Stock", newly issued Lime Series 1-C
preferred stock ("ime 1-C Preferred Stock" and fully vested warrants to
purchase Lime Series 1-CPreferred Stock ("ime 1-C Preferred Stock
Warrants". Lime Common Stock represents approximately 10% of
fully-diluted (22% undiluted) ownership interest in Lime as of December
31, 2022.

137

Concurrently, we contributed \$85 illion of cash to Lime in exchange for
a secured note convertible into Lime Series 3 Preferred Stock (the "ime
Convertible Note", which may be converted at any time at our election
representing 20% initial ownership in Lime as converted on a
fully-diluted basis. In addition, we entered into a call option
agreement which gives us for a two-year period beginning May 7, 2022 the
right to acquire all of the outstanding equity interests of Lime held by
its shareholders at fair value on the date of exercise, subject to
regulatory approval. We have one seat on Lime' five-person board of
directors. We also amended our preexisting commercial agreement with
Lime.

Our ownership in Lime is comprised of Lime Common Stock, Lime 1-C
Preferred Stock, Lime 1-C Preferred Stock Warrants, and the Lime
Convertible Note (collectively, the "020 Lime Investments" and
represents approximately 30% on an as converted and fully-diluted basis
as of December 31, 2022. The 2020 Lime Investm

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ents are accounted for
under the fair value option. Refer to Note 3 - Investments and Fair
Value Measurement for additional information. Lime was assessed under
the VIE model and considered an unconsolidated VIE. Refer to Note 15
--Variable Interest Entities for additional information.

The JUMP Divestiture did not represent a strategic shift that would
cause a major effect on our operations and financial results, and
therefore does not qualify for reporting as a discontinued operation for
financial reporting purposes. The resulting loss on disposal was not
material to us and was recorded in other income (expense), net, in the
consolidated statements of operations during the second quarter of 2020.

*Divestiture of ATG Business to Aurora*

On January 19, 2021, we completed the previously announced sale of our
ATG Business, a subsidiary focused on the development and
commercialization of autonomous vehicle technology, to Aurora. As a
result, our controlling interest and the non-controlling interests in
the ATG Business were settled, and ownership of the ATG Business
transferred to Aurora.

As consideration for the sale, Aurora issued Series U-1 preferred shares
to the third party investors of the ATG Business to settle their ATG
Series A Stated Liquidation Preference of \$1.1 billion, which had
previously been recorded as redeemable and non-redeemable
non-controlling interests on our consolidated balance sheet prior to
this transaction. We received the residual consideration from the sale
as the only common unit holder of the ATG Business in the form of Aurora
common shares valued at \$1.3 billion, representing 22% of fully-diluted
(25% undiluted) ownership interest of Aurora. Concurrently, we invested
\$400 million in Aurora in exchange for Aurora Series U-2 convertible
preferred shares, representing 4% of fully-diluted (5% undiluted)
ownership interest of Aurora. Refer to Note 3 --Investments and Fair
Value Measurement for additional information.

We do not consolidate Aurora under either the VIE or the voting interest
model. For further information, refer to Note 15 --Variable Interest
Entities.

We entered into a commercial agreement with Aurora pursuant to which the
parties will collaborate with best efforts to launch and commercialize
self-driving vehicles on our ridesharing network. We also allowed
unvested RSUs for Uber stock held by employees of the

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ATG Business that
transferred to Aurora to continue to vest over the next 12 months
contingent upon the employee remaining at Aurora. As a result, we
recognized liabilities of \$315 million as consideration for these
future obligations to Aurora.

The sale of the ATG Business did not represent a strategic shift that
would have had a major effect on our operations and financial results,
and therefore does not qualify for reporting as a discontinued
operation. The resulting gain on disposal was recorded in other income
(expense), net in the consolidated statements of operations.

The following table presents the gain on sale of the ATG Business (in
millions):

  ----------------------------------------------------------- -- ------------------------------ -------- -- -- -- -- --

                                                                 Year Ended December 31, 2021
  Fair value of common shares received                           \$                             1,277
  Derecognition of ATG Business\' non-controlling interests1,057
  Liability recognized for future obligations                    \(315\)
  Net consideration received for sale of the ATG Business        2,019
  Carrying value of net assets transferred                       \(375\)
  Gain on the sale of the ATG Business                           \$                             1,644
  ----------------------------------------------------------- -- ------------------------------ -------- -- -- -- -- --

Note 19 --Restructuring and Related Charges

During the second quarter of 2020, we initiated and completed certain
restructuring activities in order to reduce our overall cost structure
in response to the economic challenges and uncertainty resulting from
the COVID-19 pandemic and its impact on our business. We also exited the
JUMP business and incurred costs related to site closures, asset
impairments and write-offs.

The following table presents the total restructuring and related charges
associated with our segments as well as corporate ch

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arges (in millions):

138

  ---------------------------------------------------- -- ------------------------------ ------ -- -- -- -- --

                                                          Year Ended December 31, 2020
  Mobility                                                \$                             67
  Delivery                                                32
  Freight                                                 7
  All Other (1)                                           175
  Total restructuring and related charges by segment      281
  Corporate G&A and Platform R&D                          81
  Total restructuring and related charges                 \$                             362
  ---------------------------------------------------- -- ------------------------------ ------ -- -- -- -- --

\(1\) Includes restructuring and related charges associated with the
exit of the JUMP business, including severance and other termination
benefits of \$30 million, site closure costs of \$21 million and other
costs of \$65 million.

The following table presents the total restructuring and related
charges, by function (in millions):

  ---------------------------- -- ------------------------------ ------ -- -- -- -- --

                                  Year Ended December 31, 2020
  Operations and support          \$                             172
  Sales and marketing             21
  Research and development        85
  General and administrative      84
  Total                           \$                             362
  ---------------------------- -- ------------------------------ ------ -- -- -- -- --

The following table provides the components of and changes in our
restructuring and related charges accrual during the years ended
December 31, 2020, 2021 and 2022 (in millions):

  --------------------------------- -- ------------------------------------------ ------ -------------------- -------- ------- ------ -------- -- ---- --------- -- -- ---- ------ -- -- -- -- -- -- -- -- -- -- --

                                       Severance and Other Termination Benefits          Site Closure Costs            Other          Total
  Balance as of December 31, 2019      \$                                         ---                                  \$      ---                \$   ---             \$   ---
  Charges (1), (2)                     199                                                                    98                      65               362
  Cash payments

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\(197\)                                                                \(3\)                   \(45\)           \(245\)
  Non-cash adjustments                 ---                                                                    \(95\)                  \(19\)           \(114\)
  Balance as of December 31, 2020      2                                                                      ---                     1                3
  Cash payments                        \(2\)                                                                  ---                     ---              \(2\)
  Balance as of December 31, 2021      ---                                                                    ---                     1                1
  Non-cash adjustments                 ---                                                                    ---                     \(1\)            \(1\)Balance as of December 31, 2022      \$                                         ---                                  \$      ---                \$   ---             \$   ---
  --------------------------------- -- ------------------------------------------ ------ -------------------- -------- ------- ------ -------- -- ---- --------- -- -- ---- ------ -- -- -- -- -- -- -- -- -- -- --

\(1\) Site closure costs primarily includes \$50 million related to the
impairment of operating lease right-of-use assets and \$38 million for
write-offs of leasehold improvements.

\(2\) Total restructuring and related charges included \$247 million of
cash settled charges, primarily for severance and other termination
benefits and were substantially paid as of December 31, 2020.

139

Schedule II - Valuation and Qualifying Accounts

The table below details the activity of the allowance for doubtful
accounts, deferred tax asset valuation allowance, and insurance reserves
(in millions):

<

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td>

Balance at

Beginning of

Period

Additions (1), (2)

Deductions (2)

Balance at

End of

Period

Year Ended December 31, 2020

Allowance for doubtful accounts

$

34

$

178

$

(157)

$

55

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Deferred tax asset valuation allowance

$

9,855

$

3,655

$

(100)

$

13,410

Insurance reserves

$

3,418

$

950

$

(902)

$

3,466

Year Ended December 31, 2021

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Allowance for doubtful accounts

$

55

$

246

$

(250)

$

51

Deferred tax assets valuation allowance

$

13,410

$

571

$

(61)

$

13,920

Insurance reserves

$

3,466

$

1,696

$

(1,174)

$

3,988

<t

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d>

Year Ended December 31, 2022

Allowance for doubtful accounts

$

51

$

286

$

(257)

$

80

Deferred tax assets valuation allowance

$

13,920

$

2,204

$

(2,153)

$

13,971

<

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td>

Insurance reserves

$

3,988

$

2,128

$

(1,396)

$

4,720

\(1\) Additions to insurance reserves include \$35 million, \$69 million
and \$152 million for the years ended December 31, 2020, 2021 and 2022
respectively, for changes in estimates resulting from new developments
in prior period claims. Additions to insurance reserves also include
\$374 million for the year ended December 31, 2021 for reserves assumed
in connection with a loss portfolio transfer reinsurance agreement. For
additional information on the loss portfolio transfer reinsurance
agreement, see Note 1 --Description of Business and Summary of
Significant Accounting Policies.

\(2\) For the year ended December 31, 2020, the increase in the
valuation allowance was primarily attributable to an incr

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ease in tax
rate in the Netherlands, an increase in U.S. federal, state and
Netherlands deferred tax assets resulting from the loss from operations,
and tax credits generated during the year.

For the year ended December 31, 2021, the increase in the valuation
allowance was primarily attributable to a tax rate increase in the
Netherlands, an increase in U.S. federal, state and Netherlands deferred
tax assets resulting from the loss from operations, and tax credits
generated during the year, offset partially by the release of the
valuation allowance due to deferred tax liabilities recorded as a result
of the acquisitions providing an additional source of taxable income to
support the realizability of pre-existing deferred tax assets.

For the year ended December 31, 2022, the increase in the valuation
allowance was primarily attributable to an increase in deferred tax
assets resulting from the loss from operations, offset by the deferred
tax impact from the transfer of certain intangible assets among our
wholly-owned subsidiaries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

*Evaluation of Disclosure Controls and Procedures*

We maintain disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be disclosed
in reports that we file or submit under the Securities Exchange Act of
1934, as amended (the "xchange Act" is recorded, processed, summarized
and reported within the time periods specified in the Securities and
Exchange Commission' rules and forms and that such information is
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding required disclosure. As required by Rule
13a-15(b) under the Exchange Act, our management, including our Chief
Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of the end of
the period covered by this Annual Report on Form 10-K. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this Annual
Report on Form 10-K, our disclosure controls and procedures are
effective at a reasonable assurance level.

140

*Changes in Int

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ernal Control over Financial Reporting*

There were no changes to our internal control over financial reporting
that occurred during the quarter ended December 1, 2022 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

*Inherent Limitations on Effectiveness of Controls*

Our management, including our Chief Executive Officer and Chief
Financial Officer, believes that our disclosure controls and procedures
and internal control over financial reporting are designed to provide
reasonable assurance of achieving their objectives and are effective at
the reasonable assurance level. 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. Any
control system, no matter how well designed and operated, is based upon
certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of
controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of
fraud, if any,within our company have been detected.

*Management\'s Report on Internal Control over Financial Reporting*

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our management conducted an assessment of the
effectiveness of our internal control over financial reporting based on
the criteria established in "nternal Control - Integrated
Framework"(2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission ("OSO". Based on that assessment, our management
has concluded that our internal control over financial reporting was
effective as of December 1, 2022. In addition, PricewaterhouseCoopers
LLP, our independent registered public accounting firm, provided an
attestation report on our internal control over financial reporting as
of December 1, 2022. You can find the full text of
PricewaterhouseCoopers LLP attestation report in Item 8 of this Annual
Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIV

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E OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is set forth under the headers
"roposal 1- Election of Directors,""xecutive Officers,""orporate
Governance"and "ther Governance Matters"in our Proxy Statement for the
2023 Annual Meeting of Stockholders to be filed with the SEC within 120
days of the fiscal year ended December 1, 2022 ("023 Proxy Statement"
and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is included under the headers
"irector Compensation,""xecutive Compensation"and "ompensation Committee
Interlocks and Insider Participation"in the 2023 Proxy Statement and is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

The information required by this item is included under the headers
"xecutive Officers-Security Ownership of Certain Beneficial Owners and
Management"and "quity Compensation Plan Information"in the 2023 Proxy
Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

The information required by this item is included under the headers
"orporate Governance-Certain Relationships and Related Person
Transactions"and "orporate Governance-Director Independence
Determination"in the 2023 Proxy Statement and is incorporated herein by
reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is included under the header
"roposal 3: Ratification of Appointment of Independent Registered Public
Accounting Firm"in the 2023 Proxy Statement and is incorporated herein
by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

\(a\) We have filed the following documents as part of this Annual
Report on Form 10-K:

1.Consolidated Financial Statements

Our consolidated financial statements are listed in the "ndex to
Consolidated Financial Statements and Schedule"under Part II, Item 8 of
this Annual Report on Form 10-K.

141

2.Financial Statement Schedules

All financial statement schedules have been omitted because they are not
applicable, not material or the required information is shown in Part
II, Item  of this Annual Report on Form 10-K.

3.Exhibits

The documents listed in the Exhibit Index of this Annual Report on Form
10-K are incorporated by r

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eference or are filed with this Annual Report
on Form 10-K, in each case as indicated therein (numbered in accordance
with Item 01 f egulation S-K).

ITEM 16. FORM 10-K SUMMARY

None.

142

EXHIBIT INDEX

<t

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d>

<t

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d>

Exhibit

No.

Exhibit Description

Provided

 ncorporated by Reference

<

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td>

<

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td>

<

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td>

Herewith

Form

File umber

Exhibit

Filing ate

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uber.txt

uber.txt

3.1

10-Q

001-38902

3.1

August 5, 2021

<t

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d>

<t

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d>

3.2

10-Q

001-38902

3.2</

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p>

August 5, 2021

4.1

10-K

001-38902

4.1

March 2, 2020

4.2

S-1/A

333-230812

4.1

April 26, 2019

4.3

S-1

333-230812

4.5

April 11, 2019

4.4

S-1

333-230812

4.6

April 11, 2019

4.5

8-K

001-38902

4.1

September 17, 2019

4.6

8-K

001-38902

4.2

<

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td>

September 17, 2019

4.7

10-Q

001-38902

4.1

May 8, 2020

4.8

8-K

001-38902

4.1

May 15, 2020

4.9

8-K

001-38902

4.2

May 15, 2020

4.10

8-K

001-38902

4.1

September 16, 2020

4.11

8-K

001-38902

4.2

September 16, 2020

4.12

8-K

001-38902

4.1

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December 11, 2020

4.13

8-K

001-38902

4.2

December 11, 2020

4.14

8-K

001-38902

4.1

August 12, 2021

4.15

8-K

001-38902

4.2

August 12, 2021

10.1

S-1

333-230812

10.1

April 11, 2019

10.2

S-1/A

333-230812

10.2

April 26, 2019

10.3

S-1

333-230812

10.3

</

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td>

April 11, 2019

10.4

S-1

333-230812

10.4

April 11, 2019

10.5

S-1

333-230812

10.5

April 11, 2019

10.6

S-1

333-230812

10.6

April 11, 2019

10.7

S-1

333-230812

10.7

April 11, 2019

10.8

10-Q

001-38902

10.2

August 4, 2022

143

  ------ -- -- -- -- -- ------ -- ----------- -- ------ -- ------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---

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10.9                  10-Q      001-38902      10.1      May 5, 2022   10.10                  S-1      333-230812      10.14      April 11, 2019   10.11                  S-1      333-230812      10.15      April 11, 2019   10.12                  S-1      333-230812      10.16      April 11, 2019   10.13                  S-1      333-230812      10.17      April 11, 2019   10.14                  S-1      333-230812      10.18      April 11, 2019   10.15                  S-1      333-230812      10.19      April 11, 2019   10.16                  S-1      333-230812      10.20      April 11, 2019   10.17                  10-Q      001-38902      10.1      August 7, 2020   10.18                  10-K      001-38902      10.17      February 24, 2022   10.19                  8-K      001-38902      10.1      April 5, 2022   10.20                  S-1      333-230812      10.21      April 11, 2019   10.21                  S-1      333-230812      10.22      April 11, 2019   10.22                  8-K      001-38902      10.1      March 1, 2021   10.23                  S-1      333-230812      10.23      April 11, 2019   10.24+                  10-Q      001-38902

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10.1      November 6, 2020   10.25+                  10-Q      001-38902      10.2      May 5, 2022
  ------ -- -- -- -- -- ------ -- ----------- -- ------ -- ------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------ -- ---------------- ------- -- -- -- -- -- ------ -- ----------- -- ------- -- ------------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- ------- -- -- -- -- -- ----- -- ----------- -- ------ -- --------------- ------- -- -- -- -- -- ----- -- ------------ -- ------- -- ---------------- -------- -- -- -- -- -- ------ -- ----------- -- ------ -- ------------------ -------- -- -- -- -- -- ------ -- ----------- -- ------ -- -------------

144

  --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- ------------------------------------------ -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- -------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- ------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- --------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- --------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- ------- -- ------------------------------------------------------------------------------------------- -- -- -- ------ -- ---

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-------- -- ------ -- ------------------

  10.26S-1      333-230812      10.28      April 11, 2019   10.27                                                             S-1      333-230812      10.30      April 11, 2019   10.28                                                                           10-K      001-38902      10.29      March 2, 2020   10.29                                                                          10-K      001-38902      10.30      March 2, 2020   10.30                                                                      S-1      333-230812      10.32      April 11, 2019   10.31                                                                            10-K      001-38902      10.29      March 1, 2021   10.32                                                                                10-Q      001-38902      10.2      November 6, 2020
  21.1                                                                                X                                                           23.1X                                                           24.1                                                                     X                                                          31.1                                                                    X                                                          31.2                                                                X                                                           32.1\*                                                                    X
  101.INS      XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.                                                                  101.SCH      XBRL Taxonomy Extension Schema Document.                                                                  101.CAL      XBRL Taxonomy Extension Calculation Linkbase Document.

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101.DEF      XBRL Taxonomy Extension Definition Linkbase Document.                                                                 101.LAB      XBRL Taxonomy Extension Labels Linkbase Document.                                                                  101.PRE      XBRL Taxonomy Extension Presentation Linkbase Document.                                                                 104        Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
  --------- -- ----------------------------------------------------------------------------------------------------------------------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- ------------------------------------------ -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- -------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- ------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- --------- -- --------------------------------------------------- -- --- -- ----- -- ------------ -- ------- -- ---------------- --------- -- --------------------------------------------------------- -- --- -- ------ -- ----------- -- ------- -- --------------- ------- -- ------------------------------------------------------------------------------------------- -- -- -- ------ -- ----------- -- ------ -- ------------------

+Portions of this exhibit have been omitted in accordance with Item
601(b)(10)(iv) of Regulation S-K.

‡his form of employment agreement will be used for all named executive
officer employment agreements entered into and effective after July 1,
2020 unless otherwise noted.

\* The certifications attached as Exhibit 32.1 that accompany this
Annual Report on Form 10-K are deemed furnished and not filed with the
Securities and Exchange Commission and are not to be incorporated by
reference into any filing of Uber Technologies, Inc. under the
Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, whether made before or after the date of this Annual
Report on Form 10-K, irrespective of any general incorporation language
contained i

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n such filing.

145

SIGNATURES

Pursuant to the requirements of Section 3 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

  ------------------------- -------------------------------------- -- -- -- --

                            UBER TECHNOLOGIES, INC.
  Date: February 21, 2023   By: /s/ Dara Khosrowshahi
                            Dara Khosrowshahi
                            Chief Executive Officer and Director
                            *(Principal Executive Officer)*
  ------------------------- -------------------------------------- -- -- -- --

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoint Dara Khosrowshahi, Nelson Chai,
and Tony West, and each one of them, as his or her true and
lawful ttorneys-in-fact nd agents, with full power of substitution and
resubstitution, for him or her and in their name, place and stead, in
any and all capacities, to sign any amendments to this Annual Report on
Form 0-K, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said ttorneys-in-fact nd agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said ttorneys-in-fact nd agents
or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
following persons in the capacities and on the dates indicated.

  ----------------------- -- ---------------------------------------------------------- -- ------------------- -- -- -- -- -- -- -- -- -- --

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Signature                  Title                                                         Date

  /s/ Dara Khosrowshahi      Chief Executive Officer and Director                          February 21, 2023
  Dara Khosrowshahi          *(Principal Executive Officer)*

  /s/ Nelson Chai            Chief Financial Officer                                       February 21, 2023
  Nelson Chai                *(Principal Financial Officer)*/s/ Glen Ceremony          Chief Accounting Officer and Global Corporate Controller      February 21, 2023
  Glen Ceremony              *(Principal Accounting Officer)*

  /s/ Ronald Sugar           Chairperson of the Board of Directors                         February 21, 2023
  Ronald Sugar

  /s/ Revathi Advaithi       Director                                                      February 21, 2023
  Revathi Advaithi/s/ Ursula Burns           Director                                                      February 21, 2023
  Ursula Burns

  /s/ Robert Eckert          Director                                                      February 21, 2023
  Robert Eckert

  /s/ Amanda Ginsberg        Director                                                      February 21, 2023Amanda Ginsberg

  ----------------------- -- ---------------------------------------------------------- -- ------------------- -- -- -- -- -- -- -- -- -- --

146

  ---------------------------- -- ---------- -- ------------------- -- -- -- -- -- -- -- -- -- --

  /s/ Wan Ling Martello           Director      February 21, 2023
  Wan Ling Martello

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

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/s/ John Thain                  Director      February 21, 2023
  John Thain

  /s/ David Trujillo              Director      February 21, 2023
  David Trujillo

  /s/ Alexander Wynaendts         Director      February 21, 2023
  Alexander Wynaendts
  ---------------------------- -- ---------- -- ------------------- -- -- -- -- -- -- -- -- -- --

147

Exhibit 21.1

Subsidiaries of the Registrant

  ---------------------------------------- -------------------- -- -- -- --

  Name                                     Where Incorporated
  Aleka Insurance, Inc.                    HawaiiNeben, LLC                               Delaware

  Neben Holdings, LLC                      Delaware

  Portier, LLC                             Delaware

  Postmates LLC                            Delaware

  Rasier, LLC                              Delaware

  Uber B.V.                                Netherlands

  Uber Holdings Canada Inc.                Canada

  Uber International B.V.                  NetherlandsUber International CV                    Netherlands

  Uber International Holding Corporation   Delaware

  Uber MENA B.V.                           Netherlands

  Uber Portier Canada Inc.                 Canada

  Uber NL Holdings 1 B.V.                  Netherlands

  Uber Singapore Technology Pte. Ltd.      Singapore

  Unter, LLC                               New York
  ---------------------------------------- -------------------- -- -- -- --

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby co

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nsent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-235776, 333-231430, 333-260925,
333-258780, 333-253677, 333-262994) and Form S-3 (No. 333-239985) of
Uber Technologies, Inc. of our report dated February 1, 2023 relating to
the financial statements, financial statement schedule and the
effectiveness of internal control over financial reporting, which
appears in this Form 10-K.

  -------------------------------- --------------------------- ------------------

  /s/ PricewaterhouseCoopers LLP   San Francisco, California   February 1, 2023
  -------------------------------- --------------------------- ------------------

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dara Khosrowshahi, certify that:

1.I have reviewed this Annual Report on Form 10-K of Uber Technologies,
Inc.;

2.Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made,in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3.Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

4.The registrant' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;

(b)Designed such internal control over financial reporting, or caused
such interna

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l control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

(c)Evaluated the effectiveness of the registrant' disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant' internal
control over financial reporting that occurred during the registrant'
most recent fiscal quarter (the registrant' fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant' internal control over
financial reporting; and

5.The registrant' other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant' auditors and the audit committee of the
registrant' board of directors (or persons performing theequivalent
functions):

(a)All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant' ability to record,
process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant' internal
control over financial reporting.

  ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --

  Date:   February 21, 2023   By:   /s/ Dara Khosrowshahi
                                    Dara Khosrowshahi
                                    Chief Executive Officer and Director            *(Principal Executive Officer)*
  ------- ------------------- ----- -------------------------------------- -- -- -- ------

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--------------------------- -- -- -- --

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nelson Chai, certify that:

1.I have reviewed this Annual Report on Form 10-K of Uber Technologies,
Inc.;

2.Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3.Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

4.The registrant' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;

(b)Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

(c)Evaluated the effectiveness of the registrant' disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant' internal
control over financial reporting that occurred during the registrant'

uber.txt

most recent fiscal quarter (the registrant' fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant' internal control over
financial reporting; and

5.The registrant' other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant' auditors and the audit committee of the
registrant' board of directors (or persons performing the equivalent
functions):

(a)All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant' ability to record,
process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant' internal
control over financial reporting.

  ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --Date:   February 21, 2023   By:   /s/ Nelson Chai
                                    Nelson Chai
                                    Chief Financial Officer            *(Principal Financial Officer)*
  ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Dara Khosrowshahi, the Chief Executive Officer of Uber Technologies
Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report
on Form 10-K of Uber Technologies, Inc. for the fiscal year ended
December 1, 2022, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Annual Report on Form 10-K fairly presents, in all
material respects, the financial condition and res

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ults of operations of
Uber Technologies, Inc.

  ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --

  Date:   February 21, 2023   By:   /s/ Dara Khosrowshahi
                                    Dara Khosrowshahi
                                    Chief Executive Officer and Director            *(Principal Executive Officer)*
  ------- ------------------- ----- -------------------------------------- -- -- -- --------------------------------- -- -- -- --

I, Nelson Chai, the Chief Financial Officer of Uber Technologies Inc.,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on
Form 10-K of Uber Technologies, Inc. for the fiscal year ended
December 1, 2022, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and that information
contained in such Annual Report on Form 10-K fairly presents, in all
material respects, the financial condition and results of operations of
Uber Technologies, Inc.

  ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --

  Date:   February 21, 2023   By:   /s/ Nelson Chai
                                    Nelson Chai
                                    Chief Financial Officer            *(Principal Financial Officer)*
  ------- ------------------- ----- ------------------------- -- -- -- --------------------------------- -- -- -- --