What changed in this filing

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Item 1. Business

2022-02-15 compared with 2021-02-24 · 119 added, 124 removed, 150 unchanged (62% of the section changed)

We are changing the way work gets done by placing independent talent at the heart of every business.

We operate the world’s largest work marketplace that connects businesses, which we refer to as clients, with independent talent, as measured by gross services volume, which we refer to as GSV.

Independent talent on our work marketplace, which we refer to as freelancers, and, together with clients, as users, include independent professionals and agencies of varying sizes and are an increasingly sought-after, critical, and expanding segment of the global workforce.

Independent talent on our work marketplace, which we refer to as talent, and, together with clients, as users, includes independent professionals and agencies of varying sizes and is an increasingly sought-after, critical, and expanding segment of the global workforce.

We define clients as users that work with talent through our work marketplace.

During the year ended December 31, 2021, our work marketplace enabled $3.5 billion of GSV.

We define freelancers as users that advertise and provide services to clients through our work marketplace, and we define clients as users that work with freelancers through our work marketplace.

For freelancers, we serve as a powerful marketing channel to find rewarding, engaging, and flexible work.

Freelancers benefit from access to quality clients and secure and timely payments while enjoying the freedom to run their own businesses, create their own schedules, and work from their preferred locations.

Moreover, freelancers have real-time visibility into opportunities that are in high demand, so that they can invest their time and focus on developing sought-after skills.

For talent, we serve as a powerful marketing channel to find rewarding, engaging, and flexible work.

Talent benefits from access to quality clients, simplified invoicing, and secure and timely payments while enjoying the freedom to run their own businesses, create their own schedules, and work from their preferred locations.

Moreover, talent has real-time visibility into opportunities that are in high demand, so that they can invest their time and focus on developing sought-after skills.

For clients, our work marketplace provides fast, secure, and efficient access to high-quality talent with over 10,000 skills across over 90 categories, such as sales and marketing, customer service, data science and analytics, design and creative, and web, mobile, and software development.

We offer a direct-to-talent approach as an alternative to traditional intermediaries such as staffing firms, recruiters, and agencies by providing high-quality independent talent and features that help build trusted relationships and instill trust in remote work, including the ability to engage freelancers as either independent contractors or as employees of third-party staffing providers.

We offer a direct-to-talent approach as an alternative to traditional intermediaries such as staffing firms, recruiters, and agencies by providing high-quality independent talent and features that help build trusted relationships and instill trust in remote work, including the ability to engage talent as either independent contractors or as employees of third-party staffing providers.

Our work marketplace also enables clients to streamline workflows, such as talent sourcing, outreach, and contracting.

In addition, our work marketplace provides access to essential functionality for remote engagements with freelancers, including communication and collaboration, time tracking, invoicing, and payment.

In addition, our work marketplace provides clients with access to essential functionality for remote engagements with talent, including communication and collaboration, the ability to receive all talent invoices through our work marketplace, and payment protection.

Our clients range in size from small businesses to Fortune 100 companies.

We believe that a key differentiator and driver of our growth is our track record of creating trust and enabling our users to successfully connect at scale.

As the world’s largest work marketplace that connects businesses with independent talent, as measured by GSV, we benefit from network effects that drive growth in both the number of clients posting jobs and the number of freelancers seeking work.

Our growth is driven by long-term and recurring use of our work marketplace by our users.

We generate revenue from both freelancers and clients, with a majority of our revenue generated from service fees charged to freelancers.

We also generate revenue from fees charged to both clients and freelancers for other services, such as for transacting payments through our work marketplace, premium offerings, purchases of “Connects” (virtual tokens that allow freelancers to bid on projects on our work marketplace), foreign currency exchange, and our Upwork Payroll offering.

In addition, we provide a managed services offering where we engage freelancers to complete projects, directly invoice the client, and assume responsibility for work performed.

We generate revenue from both talent and clients, with a majority of our revenue generated from service fees charged to talent for access to our work marketplace.

We also generate revenue from fees charged to both clients and talent for other services, such as for transacting payments through our work marketplace, premium offerings, purchases of “Connects” (virtual tokens that allow talent to bid on projects on our work marketplace), foreign currency exchange when clients choose to pay in currencies other than the U.S.

dollar, and our Upwork Payroll offering.

In addition, we provide a managed services offering where we engage talent to complete projects, directly invoice the client, and assume responsibility for work performed.

COVID-19 Impact on Our Business

The outbreak of the COVID-19 pandemic has resulted in governmental authorities implementing numerous measures to contain the virus, including travel bans and restrictions, shelter-in-place orders, and business limitations and shutdowns.

The COVID-19 pandemic and the resulting restrictions intended to prevent its spread have accelerated the secular shift toward remote and independent work.

In 2020, we continued to identify opportunities to prioritize our advertising and marketing efforts in order to reach those new and existing clients seeking to engage with independent talent due to the COVID-19 pandemic as well as companies that have already embraced a remote work model.

As a result of these efforts, coupled with our execution against strategic initiatives, our 2020 results were fueled by both existing and new clients, who used Upwork to address their changing business needs.

We are continuously evaluating the nature of and extent to which the ongoing COVID-19 pandemic will impact our business, operating results, and financial condition.

For a more detailed discussion of the potential impact of the COVID-19 pandemic, the associated economic disruptions, and the actual operational and financial impacts that we have experienced to date, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

1 GSV represents the total amount that clients spend on both our marketplace offerings and our managed services offering as well as additional fees we charge to both clients and freelancers for other services.

The ongoing COVID-19 pandemic and the resulting restrictions intended to prevent its spread have continued to accelerate the secular shift toward remote and independent work.

As a result of our unique, remote-based business model, the pandemic has not impacted our clients’ access to highly-skilled talent to complete short- and long-term projects on our work marketplace.

In 2021, we prioritized our advertising, marketing, and product development efforts to reach those new and existing clients seeking to engage remote talent in light of the shift toward remote work, due in part to the COVID-19 pandemic.

As a result of these efforts, our 2021 results were fueled by both existing and new clients, who used Upwork to address their changing business needs.

We expect our business to continue to grow over time, and while we have not incurred significant disruptions to our business thus far from the COVID-19 pandemic, we are continuously evaluating the nature of, and extent to which, the ongoing pandemic will impact our business, operating results, and financial condition.

For a more detailed discussion of the potential impact of the COVID-19 pandemic, the associated economic disruptions, and the actual operational and financial

1 GSV represents the total amount that clients spend on both our marketplace offerings and our managed services offering as well as additional fees we charge to talent for other services.

For additional information related to how we calculate GSV, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Business” and “ — Key Financial and Operational Metrics.”

impacts that we have experienced to date, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our Work Marketplace

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Trusted Work Marketplace

Our work marketplace fosters trust and credibility among freelancers and clients, while reducing the friction associated with searching for, contracting and collaborating with, and paying highly-skilled independent talent for short-term and longer-term projects.

Our work marketplace fosters trust and credibility among talent and clients, while reducing the friction associated with searching for, contracting and collaborating with, and paying highly-skilled independent talent for short-term and longer-term projects.

We use a combination of the latest technology, data science, product features, and our skilled team to position our work marketplace as a trusted online marketplace to get work done.

We build and use software to highlight relevant freelancers, facilitate security and identity verification for account ownership, and flag suspicious posts.

We provide clients with tools to validate work performed by freelancers and to provide both public and private feedback once the work is completed.

Our feedback system enables freelancers to build their business reputation by establishing long-term credibility with project review and verified client feedback.

Freelancers’ profiles also include data from their work history on our work marketplace, including client feedback, number of hours billed, projects completed, and amount earned.

This validated expertise is a critical factor to build trust and promote brand loyalty, giving clients confidence in hiring freelancers for their next project.

Additionally, we provide escrow services to help ensure that clients on our work marketplace only pay for work that has been completed and freelancers are paid by their clients in full and on time.

We build and use software to highlight relevant talent, facilitate security and identity verification for account ownership, and flag suspicious posts.

We provide clients with tools to validate work performed by talent and to provide both public and private feedback once the work is completed.

Our feedback system enables talent to build their business reputation by establishing long-term credibility with project review and verified client feedback.

Talent profiles also include data from their work history on our work marketplace, including client feedback, number of hours billed, projects completed, and amount earned.

This validated expertise is a critical factor to build trust and promote brand loyalty, giving clients confidence in hiring talent for their next project.

Additionally, we provide escrow services to help ensure that clients on our work marketplace only pay for work that has been completed and talent is paid by their clients in full and on time.

Proprietary Data Drives Increasing Efficiencies

We have built an expansive and unique repository of data on our work marketplace.

Our proprietary database maintains detailed and dynamic information, including skills provided by freelancers, feedback, and success indicators of freelancers and clients transacting on our work marketplace.

Using this data in our machine learning algorithms enables us to provide a trusted, convenient, and effective experience for both new and existing users and enables clients to better connect with available independent talent for their projects.

Our proprietary database maintains detailed and dynamic information, including skills provided by talent, feedback, and success indicators of talent and clients transacting on our work marketplace.

Moreover, our machine learning algorithms leverage our closed-loop transaction data on millions of completed projects.

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Our work marketplace includes a proposal tracking system, search engine and collaboration functionality, artificial intelligence-driven talent matching and proposal ranking capabilities, time tracking and invoicing systems, and payments services.

The robust functionality of our work marketplace is designed to enable freelancers to more easily run their businesses and clients to find and work with high-quality talent on a global scale.

The robust functionality of our work marketplace is designed to enable talent to more easily run their businesses and clients to find and work with high-quality talent on a global scale.

Powerful Global Network Effects

We have heavily invested in building a robust work marketplace with features and functionalities to connect freelancers and clients at scale.

We believe our work marketplace provides a strong value proposition for both clients and freelancers and our scale creates powerful network effects that strengthen our competitive position.

In turn, as more clients use and post projects on our work marketplace, we are able to attract more freelancers.

We have heavily invested in building a robust work marketplace with features and functionalities to connect talent and clients at scale.

We believe our work marketplace provides a strong value proposition for both clients and talent and our scale creates powerful network effects that strengthen our competitive position.

In turn, as more clients use and post projects on our work marketplace, we are able to attract more talent.

As a result, we have been able to scale our business and our global community of users efficiently and without the need for local physical presence.

Business Model with Strong Retention Metrics

The growth of our business is driven by long-term and recurring use of our work marketplace by freelancers and clients, which leads to increased revenue visibility.

For example, for the year ended December 31, 2020, in addition to acquiring new clients, our client spend retention was 102%.

For additional information related to how we calculate client spend retention, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operational Metrics.” In addition, we believe the scale of our work marketplace incentivizes freelancers to build their business reputations and continue to use our work marketplace.

The growth of our business is driven by long-term and recurring use of our work marketplace by talent and clients, which leads to increased revenue visibility.

In addition, we believe the scale of our work marketplace incentivizes talent to build their business reputations on, and continue to use, our work marketplace.

Our Offerings

We have marketplace offerings and a managed services offering.

Our marketplace offerings include Upwork Basic, Upwork Plus, Upwork Enterprise, and Upwork Payroll.

Our Upwork Basic offering provides clients with access to independent talent with verified work history on our work marketplace and client feedback, the ability to instantly match with the right freelancers, and built-in collaboration features.

Our Upwork Plus offering is designed for teams looking to stand out to quality talent and scale hiring quickly.

In addition to receiving all the product features of Upwork Basic, Upwork Plus clients can access personalized assistance, whether strategic or job-specific.

They also receive perks such as a verified client badge and highlighted job posts, which stand out to top freelancers and help clients achieve results.

They also receive perks such as a verified client badge and highlighted job posts, which stand out to top talent and help clients achieve results.

Upwork Enterprise

Our Upwork Enterprise offering is designed for larger clients.

Our Upwork Enterprise offering is designed for larger clients with at least 250 employees.

Upwork Enterprise clients receive all the product features of Upwork Plus, in addition to consolidated billing and monthly invoicing, a dedicated team of advisors, detailed reporting with company insights and trends to enable clients to hire faster and more successfully, and the opportunity for clients to onboard pre-existing independent talent onto our work marketplace.

Upwork Enterprise also offers access to additional product features, premium access to top freelancers, professional services, and payment terms flexibility.

Additionally, through our enterprise compliance offering, clients can engage us to determine whether a freelancer should be classified as an employee or an independent contractor based on the scope of freelancer services agreed between the client and freelancer and other factors.

Upwork Enterprise also offers access to additional product features, premium access to top talent, professional services, and payment terms flexibility.

Additionally, through our enterprise compliance offering, clients can engage us to determine whether talent should be classified as an employee or an independent contractor based on the scope of talent services agreed between the client and talent and other factors.

Upwork Payroll

Our Upwork Payroll service, one of our premium offerings, is available to clients when they choose to work with freelancers they engage through Upwork as employees.

Our Upwork Payroll offering, one of our premium offerings, is available to clients when they choose to work with talent they engage through Upwork as employees.

With Upwork Payroll, clients have access to third-party staffing providers to employ their workers so that they can meet their talent needs through our work marketplace.

Managed Services Offering

Through our managed services offering, we engage freelancers directly or as employees of third-party staffing providers to perform services for clients on our behalf, directly invoice the client, and assume responsibility for work performed.

Managed Services

Through our managed services offering, we engage talent directly or as employees of third-party staffing providers to perform services for clients on our behalf, directly invoice the client, and assume responsibility for work performed.

Escrow Services

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Pursuant to applicable regulations, funds that we hold on behalf of users are held in our escrow account and are released only according to escrow instructions that have been agreed upon by users.

For fixed-price contracts, the client deposits funds that are held in escrow, in whole or by milestone, before the freelancer starts to work.

The escrow funds are then released to the freelancer upon completion of a project or a milestone.

For hourly contracts, the client receives a weekly invoice on Sunday, at which point the funds for the invoice are placed in escrow, and has several days to review the invoice.

Funds are released to the freelancer after the review period, unless the client files a dispute.

In the case of any dispute between freelancers and clients over funds held in escrow, we have a dedicated team focused on facilitating a resolution between them.

For fixed-price contracts, the client deposits funds that are held in escrow, in whole or by milestone, before talent starts work.

The escrow funds are then released to talent upon completion of a project or a milestone.

For hourly contracts, talent submits their billings to their clients on a weekly basis on Sunday, at which point the funds are placed in escrow.

The client has several days to review, after which the funds are then released to talent, unless the client files a dispute.

We have a dedicated team focused on facilitating a resolution of any disputes between talent and clients over funds held in escrow.

Our Team and Culture

Our mission—to create economic opportunities so people have better lives—is integral to our culture and how we build amazing teams and products to lead our industry.

We enable remote work not only through our work marketplace but for our own team members, and are proud to do so, notably for its positive environmental contributions, among a host of other reasons.

Our team consists of freelancers, corporate employees, and advisors.

Our team members are distributed around the world, and while we have corporate offices, we do not rely on in-person collaboration.

We enable remote work not only through our work marketplace for our users, but also for our own team members for whom we are proud to offer a remote-first work model, which has environmental, as well as other benefits.

Our team consists of independent talent that we engage through our work marketplace, corporate employees, and advisors.

Our team members are distributed around the world, and while we have corporate offices, we do not solely rely on in-person collaboration.

Our team works with a variety of tools and has adopted practices to ensure all voices are heard, innovation is fostered, and results are achieved.

Our hybrid team, and its belief in our mission and values, is critical to our success.

Our hybrid team, and its belief in our mission, values, and vision is critical to our success.

With the consistent investment in the development of our team and our commitment to diversity, inclusion, and belonging, we cultivate an environment where people are able to be themselves at work and perform to the best of their abilities.

Our company values are:

• Inspire a boundless future of work;

• Put our community first;

• Have a bias toward action;

• Build amazing teams.

Our mission not only drives the creation and continuous development of our work marketplace, but it is also integral to how we engage our employees and our approach to creating and fostering an inclusive environment that promotes and encourages diversity, inclusion, belonging, career development, and wellness.

As of December 31, 2020, we had approximately 540 employees, and in 2020, we engaged approximately 1,500 freelancers to provide services to us on a variety of internal projects.

As of December 31, 2021, we had approximately 650 employees, and throughout 2021, we engaged approximately 1,800 independent team members through our work marketplace to provide services to us on a variety of internal projects.

None of our team members are represented by a labor union or are covered by a collective bargaining agreement.

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We put our people and their experiences first.

In 2020, we took a strong stance internally and externally to reinforce our commitment to being an antiracist company.

We view belonging as a feeling, inclusion as a practice, and diversity as an outcome.

We foster belonging through our employee resource groups and listening sessions that build empathy and promote skill-building education.

We foster belonging through our Upwork Belonging Communities—employee resource groups that build empathy and promote inclusive skill-building.

We cultivate inclusion by equipping managers with tools to effectively build and lead amazing and inclusive teams that amplify team members’ voices.

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This is led by a cross-functional team of human resource and legal leaders to help ensure we are fair in our rewards and recognition strategy.

To bolster our diversity, inclusion, and belonging efforts, we also utilize an internal transfer review board to help ensure equity in internal mobility practices throughout the company as an ongoing priority.

To bolster our diversity, inclusion, and belonging efforts, we also conduct an internal review to facilitate equity in internal mobility practices throughout the Company as an ongoing priority.

Diversity, inclusion, and belonging is a journey, not a destination, and, as such, we will continue to explore ways to cultivate an inclusive culture where every team member belongs.

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As an organization built on talent and skills development, we understand the value of providing our employees with ongoing professional development and leadership opportunities so that they can advance their careers.

Led by our dedicated learning and development team, we offer our team members an array of learning and development opportunities, including a variety of in-person and online training sessions and workshops.

Led by our dedicated learning and development team, we offer our team members an array of learning and development opportunities, including a variety of training sessions and workshops.

Benefits and Competitive Compensation

Beyond our training and development efforts, we take pride in offering competitive, market-based compensation and benefits.

We engage compensation consultants to benchmark our employee compensation with external sources to ensure fair and equitable pay practices, and alignment of our executive compensation with stockholder interests.

Beyond our training and development efforts, we take pride in offering competitive, market-based compensation and benefits to our employees.

We engage compensation consultants to benchmark our employee compensation with external sources to ensure fair and equitable pay practices, and utilize equity grants to align employee compensation with stockholder interests.

Merit increases and promotions are awarded based on an individual’s impact within the organization and an established business need, and in consideration with market data.

Knowing our employees have diverse needs and life priorities, we also provide expanded benefits to those eligible, which include core benefits such as medical, dental, and vision insurance, in addition to benefits tailored to the specific needs of our employees, such as mental health, fertility, and adoption support.

We also support and encourage our employees to give back to our communities by giving each employee two days a year of “Volunteer Time Off” to dedicate to the causes that matter most to them, as well as opportunities to engage in community volunteer efforts both in person and remotely throughout the year.

Knowing our employees have diverse needs and life priorities, we also provide expanded benefits to those eligible, which include core benefits such as medical, dental, vision, and disability insurance, in addition to benefits tailored to the specific needs of our employees, such as mental health, fertility, family back-up care, and adoption support.

Team Member Feedback

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While our culture and engagement process starts during the new team member onboarding process, one way we sustain our feedback loop is via an industry-recognized team member engagement platform.

Through the platform, we survey Upwork team members on a regular basis to gather feedback.

In 2020, our average employee response rate was 86%, and our average employee satisfaction score was 79, which is 6 points above our industry benchmark.

We received notably high scores with respect to our mission and purpose in these 2020 surveys, as many team members feel invested in our future and continue to regard Upwork as a workplace they would recommend to others.

Team members also consistently recognize our efforts to cultivate an inclusive workplace as a positive theme in these surveys.

Through the platform, we survey our team members on a regular basis to gather feedback.

In 2021, our average employee response rate was 86%, and we received notably high scores with respect to our leadership and purpose, with the survey results reflecting that many team members feel invested in our future and continue to regard Upwork as a workplace they would recommend to others.

In these surveys, team members also consistently recognize our efforts to cultivate an inclusive workplace.

Responses to these surveys and other employee feedback guide our team engagement efforts.

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Employee Wellness

Employee safety and well-being is of paramount importance to us in any year and was of particular focus in 2020 in light of the COVID-19 pandemic.

We provide productivity and collaboration tools and resources for employees working remotely, including training and toolkits to help leaders effectively lead and manage remote teams.

In addition, we enhanced and promoted programs to support our employees’ physical, financial, and mental well-being.

For example, we regularly conduct internal surveys to assess the well-being and needs of our employees, and we significantly expanded

employee assistance and mindfulness programs to help employees and their families manage anxiety, stress, sleep, and overall well-being.

Employee safety and well-being is of paramount importance to us in any year and continued to be of particular focus in 2021 in light of the COVID-19 pandemic.

We provide productivity and collaboration tools and resources for employees, including training and toolkits to help leaders effectively lead and manage remote teams.

addition, we enhanced and promoted programs to support our employees’ physical, financial, and mental well-being.

For example, we regularly conduct internal surveys to assess the well-being and needs of our employees, and we significantly expanded employee assistance and mindfulness programs to help employees and their families manage anxiety, stress, sleep, and overall well-being.

Additionally, we believe that our employees are at their best when they take the time to recharge.

In order to encourage our employees to recharge and make their well-being a priority, we provide company-wide “ChargeUp Days”—paid time off that is in addition to our company-recognized holidays.

Board of Directors Oversight

Our board of directors recognizes the critical importance of our team and the necessity to ensure a diverse, inclusive, and creative work environment that is centered around a values-based culture.

Our board of directors meets regularly with management to discuss issues impacting our team members, and to focus on ways to support our workforce.

Our board of directors meets regularly with management to discuss issues impacting our team members and ways to support our workforce.

Our focus on culture comes from our board of directors and flows throughout our Company.

In evaluating our Chief Executive Officer and management team, significant emphasis is put on their contributions to our overall culture.

In evaluating our Chief Executive Officer and management team, emphasis is put on their contributions to our overall culture.

Sales and Marketing

Our sales and marketing organizations work closely together to increase awareness, generate client demand, build a strong sales pipeline, and grow account relationships across businesses of all sizes, from small businesses to Fortune 100 companies, to accelerate GSV and revenue growth.

Our sales and marketing organizations work closely together to increase awareness, generate user demand, build a strong sales pipeline, and grow account relationships across businesses of all sizes, from small businesses to Fortune 100 companies, to accelerate GSV and revenue growth.

We have a holistic and integrated marketing strategy with the goal of attracting clients to our work marketplace and helping them select the right product offering based on their business needs.

This starts with cost-effectively building awareness of our brand and the key benefits of hiring remote talent over using traditional staffing models, including talent quality, speed to hire, flexibility, and cost effectiveness, all built upon trusted relationships.

This starts with building awareness of our brand and the key benefits of hiring remote talent over using traditional staffing models, including talent quality, speed to hire, flexibility, and cost effectiveness, all built upon trusted relationships and providing talent and clients more control over their careers and businesses.

We draw insights and trends from our work marketplace and primary research studies to drive broad public relations coverage.

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While a majority of our new client registrations come through direct and non-paid channels, we also increase our new client pipeline with a variety of digital, direct mail, and event marketing programs.

We deploy email and life cycle marketing initiatives to retain, cross-sell, and upsell existing clients.

We also engage in offline advertising and radio advertising campaigns, as well as TV advertising campaigns.

Beginning in the second half of 2019 and continuing in 2020, we began to evolve our offerings, products, brand positioning, and marketing to better address large enterprise, global account, and mid-market prospects and clients with larger, longer-term talent needs.

And more recently, in the wake of the COVID-19 pandemic and the restrictions intended to prevent its spread, we have prioritized our advertising, marketing, and certain product development efforts to reach those new and existing clients seeking to engage with independent talent in multiple ways.

We have also increased our focus on enterprise organizations by adding account-based marketing programs that target clients to drive account growth.

We deploy email and lifecycle marketing initiatives to retain, cross-sell, and upsell existing clients.

We also engage in offline advertising, as well as TV and radio advertising campaigns.

We have also increased our focus on large enterprise organizations by adding account-based marketing programs that target clients to drive account growth.

Once prospects are identified, our enterprise sales team works to broaden adoption of our work marketplace into wider-scale deployments.

Enterprise Sales

Our enterprise sales team consists of business development representatives and other quota-carrying account executives who are focused on acquiring new clients with more than 250 employees.

Our enterprise sales team consists of business development representatives and other quota-carrying account executives who are focused on acquiring new clients with at least 250 employees.

Specifically, our business development representatives are focused on generating qualified opportunities within our target account profile, which include both inbound and self-service customer upgrades.

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We invest substantial resources in research and development to enhance our platform, develop new products and features, and improve our infrastructure.

We utilize a flexible systems architecture to allow us to scale easily as our platform usage increases and to provide a consistent and robust user experience.

We utilize a flexible systems architecture to allow us to scale easily as our

platform usage increases and to provide a consistent and robust user experience.

We host our platform on Amazon Web Services, which we refer to as AWS.

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Our infrastructure is designed to provide high reliability and robust platform performance.

There are three components to our reliability strategy:

There are four components to our reliability strategy:

Modern Distributed Infrastructure.

We have engineered and implemented a modern, distributed core infrastructure design that provides for failures to occur at the individual system level without disrupting service or impacting the user experience.

Services-Oriented Architecture.

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Intelligent Monitoring and Automated Remediation.

Our platform is designed to continuously monitor its own health and act appropriately, particularly during our deployment of new code or in response to any single infrastructure or platform issue.

Our platform is designed to continuously monitor its own health and act appropriately to maintain its health, particularly during our deployment of new code or in response to any single infrastructure or platform issue.

Our platform is designed to help ensure the security of our data and systems, protect our users’ personal information, and to meet the rigorous privacy and security requirements of our enterprise clients.

To that end, we have obtained the following security and privacy certifications:

ISO 27001 and 27018, SOC 2 Type II certification, PCI-DSS certification, and U.S.-EU and U.S.-Swiss Privacy Shield certifications.

ISO 27001 and 27018, SOC 2 Type II certification, SOC 3 certification, PCI-DSS certification, and U.S.-EU and U.S.-Swiss Privacy Shield certifications.

We are also TrustArc certified.

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We leverage historical data to create a continuously improving experience for our users.

Our platform contains a large repository of closed-loop data for the entire life cycle of work, starting from when clients post projects to when freelancers and clients match, how they communicate, how and when payment is transferred, and feedback.

Our platform contains a large repository of closed-loop data for the entire life cycle of work, starting from when clients post projects to when talent and clients match, how they communicate, how and when payment is transferred, and feedback.

Utilizing machine learning capabilities to predict future behavior based on many years of historical use cases, we are able to leverage this data analysis to create stronger user experiences.

During the search process, we leverage our proprietary data to help freelancers and clients efficiently connect.

During the search process, we leverage our proprietary data to help talent and clients efficiently connect.

We leverage machine learning to balance supply and demand within the platform as well.

Freelancers receive data on market rates based on similar jobs when submitting proposals.

Talent receives data on

market rates based on similar jobs when submitting proposals.

When clients post jobs, similar rate resources also appear within the system.

Upon registration, our machine learning algorithms assess a freelancer’s potential to be successful on our work marketplace.

Upon registration, our machine learning algorithms assess the potential of talent to be successful on our work marketplace.

Our cloud-based platform has been designed to be elastic, scaling automatically with increased usage, supporting sudden traffic spikes by dynamically bringing additional capacity online as required, then scaling back to ensure consistent and predictable cost-management.

The Upwork Foundation Initiative

In April 2018, we established The Upwork Foundation initiative.

The objective of The Upwork Foundation initiative is to further our mission of creating economic opportunities to make people’s lives better by supporting:

• those who may not otherwise fully benefit from the changing nature of work, including through organizations focused on skill development in underserved communities;

• non-profit organizations to increase their social impact by using our work marketplace;

• our employees in volunteering in their local communities.

The initiative includes a donor-advised fund created through the Tides Foundation.

We believe that building a sustainable program for charitable donations fosters workforce morale, enhances our community presence, and strengthens our brand.

In May 2018, we issued a warrant to purchase 500,000 shares of our common stock to the Tides Foundation at an exercise price of $0.01 per share.

This warrant is exercisable for 1/10th of the shares on each anniversary of the effective date of our initial public offering, which we refer to as the IPO.

Upon each exercise and sale of these shares, we instruct the Tides Foundation to donate the proceeds at our direction, the recipients of which are non-profit organizations with values that align with our mission to create economic opportunities so people have better lives.

In addition to the creation of The Upwork Foundation initiative, we have signed on to the Pledge 1% campaign, which publicly acknowledges our intent to give back and increase social impact.

To fulfill our intent under this campaign, in addition to granting the warrant to the Tides Foundation, we have also implemented programs allowing our employees to donate their time to volunteer programs and have undertaken certain product initiatives designed to benefit nonprofit organizations.

We believe this will further display to our employees and other stakeholders our commitment to further our mission across many communities.

At this time, we do not plan to grant additional equity or donate cash in order to fulfill our intent under this campaign.

The market segment for freelancers and the clients that engage them is highly competitive, rapidly evolving, fragmented, and subject to changing technology, shifting needs, and frequent introductions of new competitors as well as new products and services.

The level of competition within, and the frequency and likelihood of increased third-party investment and new competitors entering, such market segment may intensify further due to the COVID-19 pandemic and the resulting increase in remote work, macroeconomic downturn, and increased unemployment rates.

We compete with a number of online and offline platforms and services domestically and internationally to attract and retain users and expand our share of user spend.

Our mission is to create economic opportunities so people have better lives.

Everything we do to build a better way to work—from our offerings and services to the policies and programs that guide our operations—is driven by this mission and our commitment to be a force for good.

Empowered by our work marketplace, millions of people from diverse backgrounds and locations can now access economic opportunities previously unavailable to them.

We enable workers to access opportunities beyond their local labor market and choose the type of projects they pursue, when and with whom they work, and how much they earn.

Upwork provides a new way for talent to market their skills and expertise—one based on merit—and we are promoting inclusive hiring practices through continuous accessibility improvements, analysis of potential underlying bias in our technology, and features like our certified-diverse badges.

We are also powering a more efficient and sustainable way to work.

We believe that by facilitating remote work engagements and providing our users with the tools they need to collaborate from afar, we are helping them avoid work-related commutes and business travel.

By committing to carbon neutrality and pursuing ways to decrease our own footprint, we are demonstrating how companies across the globe can take on climate change.

Our drive to create a more equitable and sustainable future of work has helped us identify new ways to serve our stakeholders—including our clients and the independent talent on our work marketplace, our hybrid workforce, our investors, and our community partners—and contribute towards long-term value creation.

We continuously assess our social and environmental impact and we are committed to addressing both short- and long-term risks and opportunities across our supply chain, operations, and value chain.

For this reason, our impact strategy is focused on six key areas:

economic opportunity;

business integrity;

diversity, inclusion, and belonging;

health, safety, and human rights;

environmental sustainability;

and supplier engagement.

The market segment for independent talent and the clients that engage them is highly competitive, rapidly evolving, fragmented, and subject to changing technology, shifting needs, and frequent introductions of new competitors as well as new offerings and services.

The level of competition within, and the frequency and likelihood of increased third-party investment and new competitors entering, this market segment has further intensified due to the ongoing COVID-19 pandemic and the resulting shift toward remote work and other labor market dynamics.

We compete with a number of online and offline platforms and services domestically and internationally, as well as traditional staffing firms, to attract and retain users and expand our share of user spend.

We believe the principal competitive factors in our market segment include:

• platform features and functionality, including efficient and accelerated time to hire;

• verified freelancer work history and client payment history;

• verified talent work history and client payment history;

• size and engagement of user base, including the ability to attract and retain clients with a need for independent talent services;

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• strength of sales and marketing efforts;

• ability to innovate and develop new or improved products and services;

• ability to innovate and develop new or improved offerings and services;

We believe that we compete favorably with respect to these factors.

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We rely upon a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property.

We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees, freelancers, advisors, and consultants to control access to, and clarify ownership of, our software and other inventions and intellectual property, documentation, and other proprietary information.

We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees, independent team members that we engage through our work marketplace, advisors, and consultants to control access to, and clarify ownership of, our software and other inventions and intellectual property, documentation, and other proprietary information.

As of December 31, 2021, we held 22 issued U.S.

patents and had two U.S.

patent applications pending.

As of December 31, 2020, we held nine registered trademarks in the United States, including Upwork, Elance, and oDesk and also held 152

registered trademarks in foreign jurisdictions.

As of December 31, 2021, we held eight registered trademarks in the United States, including Upwork, Elance, oDesk, and “Talent Cloud” and also held 161 registered trademarks in foreign jurisdictions.

We continually review our development efforts to assess the existence and patentability of new intellectual property.

Government Regulation

We are subject to a number of U.S.

federal and state and foreign laws and regulations that are applicable to internet companies and businesses that operate online marketplaces connecting businesses with freelancers.

These laws and regulations may involve worker classification, employment, data protection, online payment services, content regulation, intellectual property, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering and sanctions laws, or other subjects.

We have a robust regulatory compliance program built to comply with the various applicable U.S.

federal and state and foreign laws and regulations that are applicable to internet companies and businesses that operate online marketplaces connecting businesses with independent talent.

Our compliance program gives us the ability to pursue products and features that are or may be governed by complex laws and regulatory regimes.

These laws and regulations may involve areas such as worker classification, employment, data protection, online payment services, content regulation, intellectual property, taxation, consumer protection, background checks, payment services, money transmitter regulations, anti-corruption, anti-money laundering and sanctions laws, or other subjects.

Moreover, we provide escrow services to our users and are therefore licensed as an internet escrow agent by the DFPI.

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In addition, the application and interpretation of these laws and regulations often are uncertain, particularly in the industry in which we operate.

We believe we are in compliance with such laws and regulations and do not expect continued compliance to have a material impact on our capital expenditures, earnings, or competitive position.

We continue to monitor existing and pending laws and regulations and while the impact of regulatory changes cannot be predicted with certainty, we do not expect compliance to have a material adverse effect.

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In 2015, we commenced consolidation of the Elance platform and the oDesk platform and following the consolidation in 2016, began operating under a single work marketplace.

Our principal executive offices are located at 2625 Augustine Drive, Suite 601, Santa Clara, California 95054, and our mailing address is 655 Montgomery Street, Suite 490, Department 17022, San Francisco, California 94111.

Our principal executive office is located at 475 Brannan Street, Suite 430, San Francisco, California 94107, and our mailing address is 655 Montgomery Street, Suite 490, Department 17022, San Francisco, California 94111.

Our telephone number is (650) 316-7500.

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and its wholly-owned subsidiaries.

Upwork, the Upwork logo, Upwork Enterprise, Elance, oDesk, Elance-oDesk, and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this Annual Report are the property of Upwork.

Upwork, the Upwork logo, Upwork Enterprise, Elance, oDesk, “Talent Cloud,” and other registered or common law trade names, trademarks, or service marks of Upwork appearing in this Annual Report are the property of Upwork.

This Annual Report contains additional trade names, trademarks, and service marks of ours and of other companies.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business