The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and the related notes and other financial information
included elsewhere in this Quarterly Report on Form 10-Q and our audited
consolidated financial statements included in our 2021 Annual Report on Form
10-K. In addition to 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 "Special Note Regarding Forward-Looking Statements" for a discussion of
forward-looking statements and Part II, Item 1A, "Risk 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 Quarterly Report on Form
10-Q.

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 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 that 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 "Court") 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.

On August 10, 2020, the Court issued a preliminary injunction order prohibiting
us from classifying Drivers as independent contractors and from violating
various wage and hour laws. Following a stay of the injunction and our
unsuccessful appeal of the injunction to a Court of Appeal, we were ordered to
comply with the preliminary injunction. In November 2020, California voters
approved Proposition 22, a state ballot initiative that provides a framework for
drivers that use platforms like ours for independent work. Proposition 22 went
into effect in December 2020. Although our stipulation to dissolve the
California Attorney General's preliminary injunction was granted in April 2021,
that litigation remains pending, and we also may face liability relating to
periods before the effective date of Proposition 22.

In January 2021, a petition was filed with the California Supreme Court by
several drivers and a labor union alleging that Proposition 22 is
unconstitutional, which was denied. The same drivers and labor union have since
filed a similar challenge in California Superior Court, and in August 2021, the
Alameda County Superior Court ruled that Proposition 22 is unconstitutional. On
September 21, 2021, the State of California filed an appeal of that decision
with the California Court of Appeal, and the Protect App-Based Drivers and
Services organization, who intervened in the matter, has also filed an appeal.

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 ("UK") Employment Tribunal
against us asserting that they should be classified as "workers" (a separate
category between independent contractors and employees) in the UK rather than
independent contractors. The tribunal ruled on October 28, 2016 that the Drivers
were workers whenever our App is switched on and they are ready and able to take
trips, based on an assessment of the App in July 2016. The Court of Appeal
rejected our appeal in a majority decision on December 19, 2018. We appealed to
the Supreme Court and a hearing at the Supreme Court took place in July 2020.

On February 19, 2021, the Supreme Court of the UK upheld the tribunal ruling.
Subsequently, we initiated a historical claims settlement process for UK
drivers. Damages may include back pay including holiday pay and minimum wage.
Additional claimants have also filed and each claimant will be required to bring
their own separate action to an employment tribunal to determine whether they
met the "worker" classification and if so, how much each claimant will be
awarded.

On March 16, 2021, we announced that more than 70,000 Mobility 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


                                       34

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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.



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 II, Item 1A, "Risk Factors", and Note 12 -
Commitments and Contingencies in the notes to the condensed consolidated
financial statements included in Part I, Item 1, of this Quarterly Report on
Form 10-Q.

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 our significant and
critical accounting policies in the section titled "Critical Accounting Policies
and Estimates" and Note 1 in the section titled "Notes to the Consolidated
Financial Statements" included in our Annual Report on Form 10-K for the year
ended December 31, 2021.

Financial and Operational Highlights



                                                                                 Three Months Ended June 30,
                                                                                                                          % Change
                                                                                                                     (Constant Currency
(In millions, except percentages)                         2021                2022               % Change                   (1))
Monthly Active Platform Consumers ("MAPCs")
(2)                                                           101               122                     21  %
Trips (2)                                                   1,511             1,872                     24  %
Gross Bookings (2)                                  $      21,900          $ 29,078                     33  %                       36  %
Revenue                                             $       3,929          $  8,073                    105  %                      111  %
Net income (loss) attributable to Uber
Technologies, Inc. (3)                              $       1,144          $ (2,601)                       **
Mobility Adjusted EBITDA                            $         179          $    771                        **
Delivery Adjusted EBITDA                            $        (161)         $     99                        **
Adjusted EBITDA (1), (2)                            $        (509)         $    364                        **

                                                                    Six Months Ended June 30,
                                                          2021                2022               % Change
Net cash provided by (used in) operating
activities                                          $        (952)         $    454                        **
Free cash flow (1)                                  $      (1,080)         $    335                        **

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

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

(3) Net income (loss) attributable to Uber Technologies, Inc. included stock-based compensation expense of $272 million and $470 million in the second quarter of 2021 and 2022, respectively.

** Percentage not meaningful.

Highlights for the Second Quarter 2022

In the second quarter of 2022, our MAPCs were 122 million, growing 7 million, or 6%, quarter-over-quarter, and growing 21% compared to the same period in 2021.


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Overall Gross Bookings increased to $29.1 billion in the second quarter of 2022,
or 36% on a constant currency basis, compared to the same period in 2021.
Mobility Gross Bookings grew 57% 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 ("COVID-19"). Freight Gross Bookings grew
428% year-over-year, on a constant currency basis, primarily attributable to the
acquisition of Transplace in the fourth quarter of 2021. Delivery Gross Bookings
grew 12% year-over-year, on a constant currency basis, primarily driven by
growth in the US & Canada.

Revenue was $8.1 billion, up 105% year-over-year. Revenue growth outpaced Gross
Bookings growth primarily due to a $1.5 billion increase in our Freight business
due to the acquisition of Tupelo Parent, Inc. ("Transplace") during the fourth
quarter of 2021 and the net favorable impact to Mobility revenue of $983 million
as a result of business model changes in the UK and an accrual made for the
resolution of historical claims in the UK relating to the classification of
drivers.

Net loss attributable to Uber Technologies, Inc. was $2.6 billion, which
includes the unfavorable impact of a pre-tax unrealized loss on debt and equity
securities, net of $1.7 billion primarily related to changes in the fair value
of our marketable equity securities, including: a $1.1 billion unrealized loss
on our Aurora investments; a $520 million unrealized loss on our Grab
investment; and a $245 million unrealized loss on our Zomato investment. These
unrealized losses were partially offset by a $259 million unrealized gain on our
Didi investment. Net loss attributable to Uber Technologies, Inc. also includes
$470 million of stock-based compensation expense.

Adjusted EBITDA was $364 million, up $873 million compared to the same period in
2021. Mobility Adjusted EBITDA profit was $771 million, up $592 million compared
to the same period in 2021. Delivery Adjusted EBITDA profit was $99 million, up
$260 million from an Adjusted EBITDA loss of $161 million in the same period in
2021.

We ended the quarter with $4.4 billion in unrestricted cash and cash equivalents.



Other Developments

COVID-19

COVID-19 had rapidly changed market and economic conditions globally, impacting
Drivers, Merchants, consumers and business partners, as well as our business,
results of operations, financial position, and cash flows. Various governmental
restrictions, including the declaration of a federal National Emergency,
multiple cities' and states' declarations of states of emergency, school and
business closings, quarantines, restrictions on travel, limitations on social or
public gatherings, and other measures have, and may continue to have, an adverse
impact on our business and operations. For example, we temporarily suspended our
shared rides offering globally, and recently re-launched our shared rides
offering in certain regions, and continue to offer "leave 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 II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q.

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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 facilitate a Trip, meal or grocery
delivery service.

During the first quarter of 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
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Estimates - Revenue Recognition," "Note 1 -
Description of Business and Summary of Significant Accounting Policies - Revenue
Recognition," and "Note 2 - Revenue" to our audited consolidated financial
statements included in our Annual Report Form 10-K for the year ended December
31, 2021 and Note 2 - Revenue in this Quarterly Report on Form 10-Q.

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 expenses 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.

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 include 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.

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General and Administrative



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.

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.

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

Interest Expense

Interest expense consists primarily of interest expense associated with our outstanding debt, including accretion of debt discount.

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 divestiture.

•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.

•Impairment of equity method investment.

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

•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.


                                       38

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Results of Operations

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



                                                        Three Months Ended June 30,               Six Months Ended June 30,
                                                           2021                2022                2021                2022

Revenue                                              $       3,929          $  8,073          $      6,832          $ 14,927
Costs and expenses
Cost of revenue, exclusive of depreciation and
amortization shown separately below                          2,099             5,153                 3,809             9,179
Operations and support                                         432               617                   855             1,191
Sales and marketing                                          1,256             1,218                 2,359             2,481
Research and development                                       488               704                 1,003             1,291
General and administrative                                     616               851                 1,080             1,483
Depreciation and amortization                                  226               243                   438               497
Total costs and expenses                                     5,117             8,786                 9,544            16,122
Loss from operations                                        (1,188)             (713)               (2,712)           (1,195)
Interest expense                                              (115)             (139)                 (230)             (268)
Other income (expense), net                                  1,943            (1,704)                3,653            (7,261)
Income (loss) before income taxes and income
(loss) from equity method investments                          640            (2,556)                  711            (8,724)
Provision for (benefit from) income taxes                     (479)               77                  (294)             (155)
Income (loss) from equity method investments                    (7)               17                   (15)               35
Net income (loss) including non-controlling
interests                                                    1,112            (2,616)                  990            (8,534)
Less: net loss attributable to non-controlling
interests, net of tax                                          (32)              (15)                  (46)               (4)
Net income (loss) attributable to Uber
Technologies, Inc.                                   $       1,144

$ (2,601) $ 1,036 $ (8,530)

The following table sets forth the components of our condensed consolidated statements of operations for each of the periods presented as a percentage of revenue (1):



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                                                         Three Months Ended June 30,                Six Months Ended June 30,
                                                          2021                 2022                 2021                 2022

Revenue                                                      100  %               100  %               100  %               100  %
Costs and expenses
Cost of revenue, exclusive of depreciation and
amortization shown separately below                           53  %                64  %                56  %                61  %
Operations and support                                        11  %                 8  %                13  %                 8  %
Sales and marketing                                           32  %                15  %                35  %                17  %
Research and development                                      12  %                 9  %                15  %                 9  %
General and administrative                                    16  %                11  %                16  %                10  %
Depreciation and amortization                                  6  %                 3  %                 6  %                 3  %
Total costs and expenses                                     130  %               109  %               140  %               108  %
Loss from operations                                         (30) %                (9) %               (40) %                (8) %
Interest expense                                              (3) %                (2) %                (3) %                (2) %
Other income (expense), net                                   49  %               (21) %                53  %               (49) %
Income (loss) before income taxes and income
(loss) from equity method investments                         16  %               (32) %                10  %               (58) %
Provision for (benefit from) income taxes                    (12) %                 1  %                (4) %                (1) %
Income (loss) from equity method investments                   -  %                 -  %                 -  %                 -  %
Net income (loss) including non-controlling
interests                                                     28  %               (32) %                14  %               (57) %
Less: net loss attributable to non-controlling
interests, net of tax                                         (1) %                 -  %                (1) %                 -  %
Net income (loss) attributable to Uber
Technologies, Inc.                                            29  %               (32) %                15  %               (57) %


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

The following discussion and analysis is for the three and six months ended June 30, 2022 compared to same period in 2021.

Revenue



                                    Three Months Ended June 30,                                  Six Months Ended June 30,
(In millions, except
percentages)                           2021              2022             % Change                2021                2022              % Change

Revenue                             $  3,929          $ 8,073                   105  %       $      6,832          $ 14,927                   118  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Revenue increased $4.1 billion, or 105%, primarily attributable to an increase
in Gross Bookings of 33%, or 36% on a constant currency basis. The increase in
Gross Bookings was primarily driven by a $1.5 billion increase in Freight
revenue resulting primarily from the acquisition of Transplace in the fourth
quarter of 2021 and increases in Mobility Trip volumes as the business recovers
from the impacts of COVID-19. Additionally, during the second quarter of 2022,
we saw a $983 million net increase in Mobility revenue as a result of business
model changes in the UK and an accrual made for the resolution of historical
claims in the UK relating to the classification of drivers. We also saw a $284
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.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Revenue increased $8.1 billion, or 118%, primarily attributable to an increase
in Gross Bookings of 34%, or 37% on a constant currency basis. The increase in
Gross Bookings was primarily driven by a $3.0 billion increase in Freight
revenue resulting primarily from the acquisition of Transplace in the fourth
quarter of 2021 and increases in Mobility Trip volumes as the business recovers
from the impacts of COVID-19. Additionally, during the first half of 2022, we
saw a $1.2 billion net increase in Mobility revenue as a result of business
model changes in the UK. Revenue in the first half of 2021 included the
unfavorable impact of a $600 million accrual for the resolution of historical
claims in the UK relating to the classification of drivers. We also saw a $587
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.

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Cost of Revenue, Exclusive of Depreciation and Amortization



                                        Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                               2021                 2022             % Change                 2021                2022             % Change

Cost of revenue, exclusive of
depreciation and amortization        $       2,099           $ 5,153                   145  %       $      3,809           $ 9,179                   141  %
Percentage of revenue                           53   %            64  %                                       56   %            61  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Cost of revenue, exclusive of depreciation and amortization, increased $3.1
billion, or 145%, mainly due to a $1.3 billion increase in Freight carrier
payments and incentives resulting from the acquisition of Transplace in the
fourth quarter of 2021, a $835 million increase in 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 $411 million
increase in insurance expense primarily due to an increase in miles driven in
our Mobility business, and a $364 million 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.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Cost of revenue, exclusive of depreciation and amortization, increased $5.4
billion, or 141%, mainly due to a $2.7 billion increase in Freight carrier
payments and incentives resulting from the acquisition of Transplace in the
fourth quarter of 2021, a $1.0 billion increase in 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 $724 million
increase in insurance expense primarily due to an increase in miles driven in
our Mobility business, and a $720 million 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

                                       Three Months Ended June 30,                                    Six Months Ended June 30,
(In millions, except
percentages)                              2021                 2022             % Change                2021               2022             % Change


Operations and support              $        432            $   617                    43  %       $      855           $ 1,191                    39  %
Percentage of revenue                         11    %             8  %                                     13   %             8  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Operations and support expenses increased $185 million, or 43%, primarily
attributable to a $90 million increase in employee headcount costs, $42 million
increase in external contractor expenses and a $26 million increase in driver
background check costs.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Operations and support expenses increased $336 million, or 39%, primarily
attributable to a $177 million increase in employee headcount costs, $76 million
increase in external contractor expenses and a $53 million increase in driver
background check costs.

Sales and Marketing

                                       Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                              2021                 2022             % Change                 2021                2022             % Change

Sales and marketing                 $       1,256           $ 1,218                    (3) %       $      2,359           $ 2,481                     5  %
Percentage of revenue                          32   %            15  %                                       35   %            17  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Sales and marketing expenses decreased $38 million, or 3%, primarily
attributable to a decrease in consumer discounts, rider facing loyalty expense,
promotions, credits and refunds of $74 million to $553 million compared to $627
million in the same period in 2021 and a $22 million decrease in consumer
advertising expenses, partially offset by a $46 million increase in employee
headcount costs.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Sales and marketing expenses increased $122 million, or 5%, primarily
attributable to a $68 million increase in employee headcount costs as well as a
$50 million increase in consumer advertising expenses, partially offset by a
decrease in consumer discounts, rider facing loyalty expense, promotions,
credits and refunds of $10 million to $1.2 billion compared to $1.2 billion in
the same period in 2021.

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Research and Development

                                       Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                              2021                 2022             % Change                 2021                2022             % Change

Research and development            $        488            $   704                    44  %       $      1,003           $ 1,291                    29  %
Percentage of revenue                         12    %             9  %                                       15   %             9  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021

Research and development expenses increased $216 million, or 44%, primarily attributable to a $128 million increase in stock-based compensation and a $90 million increase in employee headcount costs.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021

Research and development expenses increased $288 million, or 29%, primarily attributable to a $191 million increase in stock-based compensation and a $145 million increase in employee headcount costs.

General and Administrative



                                        Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                               2021                 2022             % Change                 2021                2022             % Change

General and administrative           $        616            $   851                    38  %       $      1,080           $ 1,483                    37  %
Percentage of revenue                          16    %            11  %                                       16   %            10  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



General and administrative expenses increased $235 million, or 38%, primarily
attributable to a $206 million increase in legal, tax, and regulatory reserve
changes and settlements, and a $91 million increase in employee headcount costs.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



General and administrative expenses increased $403 million, or 37%, primarily
attributable to a $255 million increase in legal, tax, and regulatory reserve
changes and settlements, and a $144 million increase in employee headcount
costs.

Depreciation and Amortization



                                       Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                              2021                 2022             % Change                 2021                 2022             % Change


Depreciation and amortization       $        226            $   243                     8  %       $        438            $   497                    13  %
Percentage of revenue                          6    %             3  %                                        6    %             3  %

Three Months Ended June 30, 2022 Compared with the Same Period in 2021

Depreciation and amortization expenses increased by an immaterial amount.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Depreciation and amortization expenses increased $59 million, or 13%, primarily
attributable to $87 million in additional amortization expenses primarily
related to Transplace and Drizly intangible assets, partially offset by a $29
million decrease in depreciation primarily due to fixed assets that fully
depreciated in 2021.

Interest Expense

                                       Three Months Ended June 30,                                   Six Months Ended June 30,
(In millions, except
percentages)                              2021                2022             % Change                2021                2022             % Change

Interest expense                    $       (115)          $  (139)                   21  %       $      (230)          $  (268)                   17  %
Percentage of revenue                         (3)  %            (2) %                                      (3)  %            (2) %

Three and Six Months Ended June 30, 2022 Compared with the Same Periods in 2021

Interest expense increased by an immaterial amount.

Other Income (Expense), Net


                                       42

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                                       Three Months Ended June 30,                                     Six Months Ended June 30,
(In millions, except
percentages)                              2021                2022              % Change                2021                2022              % Change

Interest income                     $         13           $     17                    31  %       $        18           $     28                    56  %
Foreign currency exchange
gains (losses), net                            -                (38)                      **               (25)               (28)                  (12) %
Gain on business divestiture                   -                  -                       **             1,684                  -                       

**


Unrealized gain (loss) on
debt and equity securities,
net                                        1,912             (1,677)                      **             1,975             (7,247)                      **
Impairment of equity method
investment                                     -                  -                       **                 -               (182)                      **
Revaluation of MLU B.V. call
option                                         -                (11)                      **                 -                170                       **
Other, net                                    18                  5                   (72) %                 1                 (2)                      **
Other income (expense), net         $      1,943           $ (1,704)
              **       $     3,653           $ (7,261)                      **
Percentage of revenue                         49   %            (21) %                                      53   %            (49) %


** Percentage not meaningful.

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Unrealized gain (loss) on debt and equity securities, net decreased by $3.6
billion primarily due to changes in the fair value of our equity securities,
including $1.1 billion loss on our Aurora Investments, a $520 million loss on
our Grab investment, a $245 million loss on our Zomato investment, partially
offset by a $259 million gain on our Didi investment during the second quarter
of 2022. For additional information, refer to Note 3 - Investments and Fair
Value Measurement in the notes to the condensed consolidated financial
statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021



Gain on business divestiture decreased $1.7 billion 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, refer to Note 15 - Divestiture in
the notes to the condensed consolidated financial statements included in Part I,
Item 1, of this Quarterly Report on Form 10-Q.

Unrealized gain (loss) on debt and equity securities, net decreased by $9.2
billion primarily due to changes in the fair value of our equity securities,
including $2.8 billion loss on our Aurora Investments, a $2.5 billion loss on
our Grab investment, a $707 million loss on our Zomato investment, and a $1.2
billion net loss on our Didi investment during the six months ended June 30,
2022. For additional information, refer to Note 3 - Investments and Fair Value
Measurement in the notes to the condensed consolidated financial statements
included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Impairment of equity method investment represents a $182 million impairment loss
recorded on our MLU B.V. equity method investment. For additional information,
refer to Note 4 - Equity Method Investments in the notes to the condensed
consolidated financial statements included in Part I, Item 1, of this Quarterly
Report on Form 10-Q.

Revaluation of MLU B.V. call option represents a $170 million net gain for the change in fair value of the call option granted to Yandex ("MLU B.V. Call Option"). For additional information, refer to Note 4 - Equity Method Investments in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Provision for (Benefit from) Income Taxes



                                      Three Months Ended June 30,                                Six Months Ended June 30,
(In millions, except
percentages)                             2021               2022            % Change               2021                2022             % Change

Provision for (benefit from)
income taxes                        $    (479)           $    77                     **       $      (294)          $  (155)                  (47) %
Effective tax rate                        (75)   %            (3) %                                   (41)  %             2  %

** Percentage not meaningful.

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Income tax benefit decreased by $556 million, primarily driven by the deferred
China and U.S. tax impact related to our investment in Didi and the current tax
on our foreign earnings, offset by the deferred U.S. tax impact related to our
investments in Aurora, Zomato, and Grab.

Six Months Ended June 30, 2022 Compared with the Same Period in 2021


                                       43

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Income tax benefit decreased by $139 million, primarily driven by the deferred
China and U.S. tax impact related to our investment in Didi and the current tax
on our foreign earnings, offset by the deferred U.S. tax impact related to our
investments in Aurora, Grab, and Zomato.

Income (loss) from Equity Method Investments



                                       Three Months Ended June 30,                                    Six Months Ended June 30,
(In millions, except
percentages)                              2021                 2022            % Change                 2021                 2022            % Change

Income (loss) from equity
method investments                  $         (7)           $    17                     **       $         (15)           $    35                     **
Percentage of revenue                          -    %             -  %                                       -    %             -  %


** Percentage not meaningful.

Three and Six Months Ended June 30, 2022 Compared with the Same Periods in 2021

Income (loss) from equity method investments increased by an immaterial amount.


                                       44

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Segment Results of Operations



We operate our business as three operating and reportable segments: Mobility,
Delivery, and Freight. For additional information about our segments, see Note
11 - Segment Information and Geographic Information in the notes to the
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q.

Revenue



                                    Three Months Ended June 30,                                  Six Months Ended June 30,
(In millions, except
percentages)                           2021              2022             % Change                2021                2022              % Change

Mobility                            $  1,618          $ 3,553                   120  %       $      2,471          $  6,071                   146  %
Delivery                               1,963            2,688                    37  %              3,704             5,200                    40  %
Freight                                  348            1,832                       **                649             3,656                       **
All Other                                  -                -                       **                  8                 -                       **
Total revenue                       $  3,929          $ 8,073                   105  %       $      6,832          $ 14,927                   118  %


** Percentage not meaningful.

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
11 - Segment Information and Geographic Information in the notes to the
condensed consolidated financial statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q.

                                       Three Months Ended June 30,                                 Six Months Ended June 30,
(In millions, except
percentages)                              2021              2022             % Change                2021                2022             % Change

Mobility                              $     179          $   771                       **       $        477          $ 1,389                   191  %
Delivery                                   (161)              99                       **               (361)             129                       **
Freight                                     (41)               5                       **                (70)               7                       **
All Other                                     -                -                       **                (11)               -                       **
Corporate G&A and Platform R&D
(1), (2)                                   (486)            (511)                   (5) %               (903)            (993)                  (10) %
Adjusted EBITDA (3)                   $    (509)         $   364                       **       $       (868)         $   532                       **

(1) Excluding stock-based compensation expense.

(2) 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.

(3) See the section titled "Reconciliations 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 three months ended June 30, 2022 compared to the same period in 2021,
Mobility revenue increased $1.9 billion, or 120%, and Mobility adjusted EBITDA
profit increased $592 million, or 331%.

Mobility revenue increased primarily attributable to a $983 million net benefit
from business model changes in the UK and an accrual made for the resolution of
historical claims in the UK relating to the classification of drivers as well as
an increase in Mobility Gross Bookings due to increases in Trip volumes as the
business recovers from the impacts of COVID-19.

Mobility adjusted EBITDA profit increased primarily attributable to an increase
in Mobility revenue, partially offset by a $371 million increase in insurance
expense as a result of an increase in miles driven and a $79 million increase in
credit card processing costs.

                                       45

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For the six months ended June 30, 2022 compared to the same period in 2021, Mobility revenue increased $3.6 billion, or 146%, and Mobility adjusted EBITDA profit increased $912 million, or 191%.



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 in the first half of 2022 also
included a net benefit of $1.2 billion from business model changes in the UK and
an accrual made for the resolution of historical claims in the UK relating to
the classification of drivers. Additionally, Mobility revenue in the first half
of 2021 included the unfavorable impact of a $600 million accrual 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 $652 million increase in insurance
expense as a result of an increase in miles driven and a $154 million increase
in credit card processing costs.

Delivery Segment



For the three months ended June 30, 2022 compared to the same period in 2021,
Delivery revenue increased $725 million, or 37%, and Delivery adjusted EBITDA
grew $260 million, or 161%.

Delivery revenue increased primarily attributable to an increase in Delivery
Gross Bookings of 12%, on a constant currency basis, driven by an increase in
food delivery orders and higher basket sizes. Take Rate improved to 19.4% from
15.2% compared to the same period in 2021 driven by an overall improvement in
basket sizes. Additionally, we saw an increase in Delivery revenue and Take Rate
resulting from an increase in certain Courier payments and incentives that are
recorded in cost of revenue, 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 and, to a lesser extent, advertising revenue, partially offset
by a $409 million increase in cost of revenue as well as a $60 million increase
in employee headcount costs.

For the six months ended June 30, 2022 compared to the same period in 2021, Delivery revenue increased $1.5 billion, or 40%, and Delivery adjusted EBITDA grew $490 million, or 136%.



Delivery revenue increased primarily attributable to an increase in Delivery
Gross Bookings of 13%, on a constant currency basis, driven by an increase in
food delivery orders and higher basket sizes. Take Rate improved to 18.7% from
14.6% compared to the same period in 2021 driven by an overall improvement in
basket sizes. Additionally, we saw an increase in Delivery revenue and Take Rate
resulting from an increase in certain Courier payments and incentives that are
recorded in cost of revenue, 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 a $796 million increase in cost of revenue
as well as a $103 million increase in employee headcount costs.

Freight Segment



For the three months ended June 30, 2022 compared to the same period in 2021,
Freight revenue increased $1.5 billion, or 426%, and Freight adjusted EBITDA
grew $46 million, or 112%.

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 $1.5 billion improvement in Freight revenue, partially offset by $1.3 billion of certain shipper payments and incentives recorded in cost of revenue and a $97 million increase in employee headcount costs.

For the six months ended June 30, 2022 compared to the same period in 2021, Freight revenue increased $3.0 billion, or 463%, and Freight adjusted EBITDA grew $77 million, or 110%.



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 $3.0 billion improvement in Freight revenue, partially offset by $2.7 billion of certain shipper payments and incentives recorded in cost of revenue and a $185 million increase in employee headcount costs.

Certain Key Metrics and Non-GAAP Financial Measures



Adjusted EBITDA, revenue growth rates in constant currency and free cash flow
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 "Reconciliations of Non-GAAP
Financial Measures."

                                       46

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

                    [[Image Removed: uber-20220630_g1.jpg]]

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 Removed: uber-20220630_g2.jpg]]

Gross Bookings. We define Gross Bookings as the total dollar value, including
any applicable taxes, tolls, and fees, of: Mobility and New 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 Removed: uber-20220630_g3.jpg]]

                                       47

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(In millions) Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022



Mobility             $ 5,905      $ 6,789      $ 6,773      $ 8,640      $ 9,883      $ 11,340      $ 10,723      $ 13,364
Delivery               8,550       10,050       12,461       12,912       12,828        13,444        13,903        13,876
Freight                  290          313          302          348          402         1,082         1,823         1,838

Take Rate is an operating metric and defined as revenue as a percentage of Gross Bookings.

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



                                     Three Months Ended June 30,                              Six Months Ended June 30,
(In millions, except
percentages)                            2021              2022            % Change              2021              2022            % Change

Adjusted EBITDA                     $    (509)         $   364                     **       $    (868)         $   532                     **


** Percentage not meaningful.

Three Months Ended June 30, 2022 Compared with the Same Period in 2021



Adjusted EBITDA was $364 million, improving $873 million from an Adjusted EBITDA
loss of $509 million in the same period in 2021. The improvement was primarily
attributable to a $592 million increase in Mobility Adjusted EBITDA, a $260
million improvement in Delivery Adjusted EBITDA, as well as a $46 million
increase in Freight Adjusted EBITDA, partially offset by a $25 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's 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-making 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 non-GAAP financial 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 non-GAAP financial measures may differ from
similarly-titled non-GAAP measures, if any, reported by our peer companies.
These non-GAAP financial 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) provision 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 Quarterly Report on Form 10-Q 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 comparisons 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

                                       48

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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 COVID-19, we 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
depreciation 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 certain restructuring and related charges, part of which may be settled in cash;



•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 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 EBITDA does 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; unrealized gain (loss)
on debt and equity securities, net; and impairment of debt and equity
securities; and

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


                                       49

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

                                                         Three Months Ended June 30,               Six Months Ended June 30,
(In millions)                                               2021                2022                2021                2022

Adjusted EBITDA reconciliation:
Net income (loss) attributable to Uber
Technologies, Inc.                                    $       1,144          $ (2,601)         $      1,036          $ (8,530)
Add (deduct):
Net loss attributable to non-controlling
interests, net of tax                                           (32)              (15)                  (46)               (4)
Provision for (benefit from) income taxes                      (479)               77                  (294)             (155)
Loss (income) from equity method investments                      7               (17)                   15               (35)
Interest expense                                                115               139                   230               268
Other (income) expense, net                                  (1,943)            1,704                (3,653)            7,261
Depreciation and amortization                                   226               243                   438               497
Stock-based compensation expense                                272               470                   553               829
Legal, tax, and regulatory reserve changes and
settlements                                                     140               368                   691               368
Goodwill and asset impairments/loss on sale of
assets                                                            -                 4                    57                17
Acquisition, financing and divestitures related
expenses                                                         26                 6                    62                20
Accelerated lease costs related to cease-use of
ROU assets                                                        -                 -                     2                 -
COVID-19 response initiatives                                    15                 -                    41                 1
Loss on lease arrangements, net                                   -                 -                     -                 7
Restructuring and related charges                                 -                 -                     -                 2
Mass arbitration fees, net                                        -               (14)                    -               (14)
Adjusted EBITDA                                       $        (509)         $    364          $       (868)         $    532


Constant Currency

We compare the percent change in our current period results from the
corresponding prior period using constant currency disclosure. We present
constant currency growth rate information to provide a framework for assessing
how our underlying revenue performed excluding the effect of foreign currency
rate fluctuations. We calculate constant currency by translating our current
period financial results using the corresponding prior period's 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:



                                                                           Six Months Ended June 30,
(In millions)                                                                2021              2022
Free cash flow reconciliation:
Net cash provided by (used in) operating activities                      $    (952)         $    454
Purchases of property and equipment                                           (128)             (119)
Free cash flow                                                           $  (1,080)         $    335


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Liquidity and Capital Resources



                                                                        Six Months Ended June 30,
(In millions)                                                           2021                   2022

Net cash provided by (used in) operating activities              $          (952)         $       454
Net cash used in investing activities                                       (149)                (189)
Net cash used in financing activities                                       (190)                (108)


Operating Activities

Net cash provided by operating activities was $454 million for the six months
ended June 30, 2022, primarily consisting of $8.5 billion of net loss, adjusted
for certain non-cash items, which primarily included $7.2 billion in unrealized
losses from equity securities, $829 million of stock-based compensation expense
and $497 million depreciation and amortization as well as a $631 million
decrease in cash consumed by working capital primarily driven by an increase in
our accrued expenses and other current liabilities as well as insurance
reserves.

Net cash used in operating activities was $952 million for the six months ended
June 30, 2021, primarily consisting of $990 million of net income, adjusted for
certain non-cash items, which primarily included $2.0 billion in unrealized
gains on debt and equity securities, $1.7 billion gain on business divestiture,
$438 million depreciation and amortization, and $553 million of stock-based
compensation expense as well as a $817 million decrease in cash consumed by
working capital primarily driven by an increase in our accrued expenses and
other current liabilities.

Investing Activities



Net cash used in investing activities was $189 million for the six months ended
June 30, 2022, primarily consisting of $119 million in purchases of property and
equipment and $59 million in acquisition of business, net of cash acquired.

Net cash used in investing activities was $149 million for the six months ended
June 30, 2021, primarily consisting of $857 million in purchases of
non-marketable equity securities, $526 million in purchases of marketable
securities and $218 million in purchases of a note receivable, partially offset
by proceeds from maturities and sales of marketable securities of $1.1 billion
and $500 million in proceeds from the sale of non-marketable equity securities.

Financing Activities



Net cash used in financing activities was $108 million for the six months ended
June 30, 2022, primarily consisting of $108 million of principal payments on
finance leases.

Net cash used in financing activities was $190 million for the six months ended
June 30, 2021, primarily consisting of $194 million of principal repayment on
Careem Notes, $108 million of principal payments on finance leases, offset by
$67 million in proceeds from issuance of common stock for the ESPP.

Other Information



As of June 30, 2022, $2.4 billion of our $4.4 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, 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 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 June 30, 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 ("pay-to-play"), and other liquidity requirements through at least
the next 12 months. As the circumstances around COVID-19 remain uncertain, we
continue to actively monitor COVID-19's impact to us worldwide including our
financial position, liquidity, results of operations and cash flows.

Purchase Commitments



As of June 30, 2022, there have been no material changes outside the ordinary
course of business to the contractual obligations, as disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2021.

Critical Accounting Estimates



Our condensed consolidated financial statements and accompanying notes have been
prepared in accordance with GAAP. The preparation of these condensed
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosures. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances. We evaluate our estimates

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and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.



For additional information about our critical accounting policies and estimates,
see the disclosure included in our Annual Report on Form 10-K as well as Note 1
- Description of Business and Summary of Significant Accounting Policies in the
notes to the condensed consolidated financial statements included in Part I,
Item 1, of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

See Note 1 - Description of Business and Summary of Significant Accounting Policies, in the notes to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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