Uber Technologies, Inc 10-K

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 “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. 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 Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 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 “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022. In addition, PricewaterhouseCoopers LLP, our independent registered public accounting firm, provided an attestation report on our internal control over financial reporting as of December 31, 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is set forth under the headers “Proposal 1- Election of Directors,” “Executive Officers,” “Corporate Governance” and “Other Governance Matters” in our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022 (“2023 Proxy Statement”) and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is included under the headers “Director Compensation,” “Executive Compensation” and “Compensation 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 “Executive Officers-Security Ownership of Certain Beneficial Owners and Management” and “Equity 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 “Corporate Governance-Certain Relationships and Related Person Transactions” and “Corporate 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 “Proposal 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 “Index 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 8 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 reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). ITEM 16. FORM 10-K SUMMARY None. 142 EXHIBIT INDEX Exhibit No. Exhibit Description Provided Incorporated by Reference Herewith Form File Number Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant. 10-Q 001-38902 3.1 August 5, 2021 3.2 Amended and Restated Bylaws of the Registrant. 10-Q 001-38902 3.2 August 5, 2021 4.1 Description of Common Stock. 10-K 001-38902 4.1 March 2, 2020 4.2 Form of common stock certificate of the Registrant. S-1/A 333-230812 4.1 April 26, 2019 4.3 Indenture, relating to the Registrant’s 8.00% Senior Notes due 2026, by and between the Registrant and U.S. Bank National Association, dated November 7, 2018. S-1 333-230812 4.5 April 11, 2019 4.4 Form of 8.00% Senior Note due 2026. S-1 333-230812 4.6 April 11, 2019 4.5 Indenture, dated as of September 17, 2019, by and between the Registrant, Rasier, LLC and U.S. Bank National Association as Trustee. 8-K 001-38902 4.1 September 17, 2019 4.6 Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2027 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38902 4.2 September 17, 2019 4.7 Form of Unsecured Convertible Note. 10-Q 001-38902 4.1 May 8, 2020 4.8 Indenture, dated as of May 15, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee. 8-K 001-38902 4.1 May 15, 2020 4.9 Form of Global Note, representing the Registrant’s 7.500% Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38902 4.2 May 15, 2020 4.10 Indenture, dated as of September 16, 2020, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee. 8-K 001-38902 4.1 September 16, 2020 4.11 Form of Global Note, representing the Registrant’s 6.250% Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38902 4.2 September 16, 2020 4.12 Indenture, dated as of December 11, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-38902 4.1 December 11, 2020 4.13 Form of Global Note, representing the Registrant’s 0% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38902 4.2 December 11, 2020 4.14 Indenture, dated as of August 12, 2021, by and between the Registrant, Rasier, LLC and U.S. Bank National Association, as Trustee. 8-K 001-38902 4.1 August 12, 2021 4.15 Form of Global Note, representing the Registrant’s 4.50% Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 8-K 001-38902 4.2 August 12, 2021 10.1 Amended and Restated 2010 Stock Plan and related forms of award agreements. S-1 333-230812 10.1 April 11, 2019 10.2 Amended and Restated 2013 Equity Incentive Plan and related forms of award agreements. S-1/A 333-230812 10.2 April 26, 2019 10.3 2019 Equity Incentive Plan and related forms of award agreements. S-1 333-230812 10.3 April 11, 2019 10.4 2019 Employee Stock Purchase Plan. S-1 333-230812 10.4 April 11, 2019 10.5 Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. S-1 333-230812 10.5 April 11, 2019 10.6 2019 Executive Severance Plan. S-1 333-230812 10.6 April 11, 2019 10.7 Executive Bonus Plan. S-1 333-230812 10.7 April 11, 2019 10.8 Director Compensation Policy and Stock Ownership Guidelines 10-Q 001-38902 10.2 August 4, 2022 143 10.9 RSU Conversion and Deferral Program for Directors. 10-Q 001-38902 10.1 May 5, 2022 10.10 Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, the Issuing Banks party thereto, and Morgan Stanley Senior Funding, Inc., dated June 26, 2015. S-1 333-230812 10.14 April 11, 2019 10.11 Amendment No. 1 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated November 17, 2015. S-1 333-230812 10.15 April 11, 2019 10.12 Amendment No. 2 to Revolving Credit Agreement, by and between the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 21, 2015. S-1 333-230812 10.16 April 11, 2019 10.13 Joinder Agreement to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated March 21, 2016. S-1 333-230812 10.17 April 11, 2019 10.14 Amendment No. 4 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016. S-1 333-230812 10.18 April 11, 2019 10.15 Amendment No. 5 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated June 13, 2018. S-1 333-230812 10.19 April 11, 2019 10.16 Amendment No. 6 to Revolving Credit Agreement, by and among the Registrant, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated October 25, 2018. S-1 333-230812 10.20 April 11, 2019 10.17 Amendment No. 7 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, each Issuing Bank party thereto, and Morgan Stanley Senior Funding, Inc., dated June 5, 2020. 10-Q 001-38902 10.1 August 7, 2020 10.18 Amendment No. 8 to Revolving Credit Agreement, by and among the Registrant, Rasier LLC, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated December 24, 2021. 10-K 001-38902 10.17 February 24, 2022 10.19 Amendment No. 9 to Revolving Credit Agreement, dated April 4, 2022, by and among the Registrant, as borrower, Rasier, LLC, as guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent. 8-K 001-38902 10.1 April 5, 2022 10.20 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated July 13, 2016. S-1 333-230812 10.21 April 11, 2019 10.21 Amendment No. 1 to Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., dated June 13, 2018. S-1 333-230812 10.22 April 11, 2019 10.22 Amendment No. 2 to Term Loan Agreement, dated February 25, 2021, by and among the Registrant as Borrower, Rasier LLC as subsidiary guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent for the lenders. 8-K 001-38902 10.1 March 1, 2021 10.23 Term Loan Agreement, by and among the Registrant, the Lenders party thereto, and Cortland Capital Market Services LLC, dated April 4, 2018. S-1 333-230812 10.23 April 11, 2019 10.24+ Google Maps Master Agreement, by and between the Registrant and Google LLC, dated July 13, 2020. 10-Q 001-38902 10.1 November 6, 2020 10.25+ Amendment to the Google Maps Master Agreement - Platform Rides and Deliveries Solution Service Schedule, by and between the Registrant and Google LLC, dated February 9, 2022 10-Q 001-38902 10.2 May 5, 2022 144 10.26 Employment Agreement, by and between the Registrant and Dara Khosrowshahi, dated April 9, 2019. S-1 333-230812 10.28 April 11, 2019 10.27 Employment Agreement, by and between the Registrant and Nelson Chai, dated April 9, 2019. S-1 333-230812 10.30 April 11, 2019 10.28 Addendum to Employment Agreement, by and between the Registrant and Nelson Chai, dated September 1, 2019. 10-K 001-38902 10.29 March 2, 2020 10.29 Addendum to Employment Agreement, by and between the Registrant and Nelson Chai, dated February 28, 2020. 10-K 001-38902 10.30 March 2, 2020 10.30 Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated April 9, 2019. S-1 333-230812 10.32 April 11, 2019 10.31 Addendum to Employment Agreement, by and between the Registrant and Nikki Krishnamurthy, dated December 18, 2020. 10-K 001-38902 10.29 March 1, 2021 10.32 ‡ Form of employment agreement between the Registrant and its executive officers. 10-Q 001-38902 10.2 November 6, 2020 21.1 List of Subsidiaries of the Registrant. X 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. X 24.1 Power of Attorney (contained on signature page hereto). X 31.1 Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. 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. ‡This 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 in such filing. 145 SIGNATURES Pursuant to the requirements of Section 13 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 attorneys-in-fact and 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 10-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 attorneys-in-fact and 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 attorneys-in-fact and 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. 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, 2023 Amanda 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 /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