Content thumbnail Uber Freight Acquisition of Transplace

Uber Freight Acquisition of Transplace

ber Acquisition U of Transplace July 22, 2021 Uber

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Forward Looking Statements This communication contains forward-looking statements expected benefits of the proposed transaction, or the failure to The forward-looking statements in this communication may regarding Uber Freight Holding Corporation (“Freight,” “we” or satisfy any of the closing conditions to the proposed also relate to the business and expectations of Freight’s parent “our”) future business expectations which involve risks and transaction on a timely basis or at all; costs, expenses or company, Uber Technologies, Inc.’s (“Uber”). In addition to the uncertainties. Actual results may differ materially from the difficulties related to the acquisition of Transplace, including the risks related to the proposed transaction and the business of results predicted, and reported results should not be integration of the Transplace business; failure to realize the Freight and/or Transplace, for additional information on other considered as an indication of future performance. Forward- expected benefits and synergies of the proposed transaction potential risks and uncertainties that could cause actual results looking statements include all statements that are not historical in the expected timeframes or at all; failure to accelerate of Uber to differ from the results predicted, please see its facts and can be identified by terms such as “anticipate,” Freight’s profitability in the expected timeframes or at all; the Annual Report on Form 10-K for the year ended December 31, “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” potential impact of the announcement, pendency or 2020 and subsequent Form 10-Qs and Form 8-Ks filed with the “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” consummation of the proposed transaction on relationships Securities and Exchange Commission (the “SEC”). Uber “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” with our and/or Transplace’s employees, customers, suppliers undertakes no duty to update this information unless required or similar expressions and the negatives of those terms. and other business partners; the risk of litigation or regulatory by law. Forward-looking statements involve known and unknown risks, actions to us and/or Transplace; inability to retain key personnel; uncertainties and other factors that may cause our actual results, changes in legislation or government regulations affecting us or performance or achievements to be materially different from Transplace; developments in the COVID-19 pandemic and any future results, performance or achievements expressed or resulting business and operational impacts on us and/or implied by the forward-looking statements. These risks, Transplace; and economic financial, social or political conditions uncertainties and other factors relate to, among others: risks and that could adversely affect us, Transplace or the proposed uncertainties related to our pending acquisition of Transplace, transaction. All information provided in this communication is as including the failure to obtain, or delays in obtaining, required of the date of this communication and any forward-looking regulatory approvals, any reverse termination fee that may be statements contained herein are based on assumptions that we payable by us in connection with any failure to obtain regulatory believe to be reasonable, and information available to us, as of approvals, the risk that such approvals may result in the such date. We undertake no duty to update this information imposition of conditions that could adversely affect us or the unless required by law.

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Contents 01 Transaction Overview 02 Strategic Rationale

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Transaction Overview

The Transaction Uber Freight to acquire Transplace, a leading provider of advanced logistics technology and solutions, powering one of the largest managed transportation and logistics networks in the world. Transaction Uber Freight to Aquire Transplace for $2.25B • $1.5B in cash expected to be financed by bond issuance prior to closing • $750M in Uber stock valued based on 10-day VWAP pre-close Financial Impact Post this transaction, all of Uber’s segments - Mobility, Delivery, and Freight - are expected to generate sustained positive Adjusted EBITDA • We expect the acquisition to accelerate Uber Freight’s timeline to Adjusted EBITDA breakeven to Q4 2022 • Transplace is EBITDA Profitable and is expected to generate $100M+ in 2021 • Significant additional net run-rate synergies of $40M+, expected to be realized 12-24 months from transaction close Timing & Approvals The transaction is subject to customary closing conditions including applicable regulatory approvals. The transaction is expected to close later this year or in H1 2022 Transplace EBITDA is defined as Net Income (loss) before interest, taxes, depreciation, and amortization

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Uber Freight: Disrupting the freight industry Rapid progression driven by: Revenue ($ in millions) EBITDA (% of revenue) • Leading service + innovative real-time demand channels driving GR $1,205 strong adoption 21 (10%) 20 $995 - 7 1 06% CA • Largest, most efficient and cost 1 20 (22%) t effective digital Carrier network emen v o 21 20 - Industry leading operating costs 7 • 1 20 $67 50pp impr (60%) 2017 2020 Q1 2021 2017 2020 Q1 2021 Run-Rate US and Canada only

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Transplace: A leading provider of logistics technology and solutions globally Business Description • Founded in 2000 and • Managed transportation services Transplace is a leading provider headquartered in Frisco, TX involve supply chain design • 3,100 employees across North and working across the industry of Managed Transportation America & Europe to facilitate shipment movement solutions of trucks, trains and other modes • Transplace provides shippers with of transport comprehensive technology and support to manage their logistics needs end-to-end

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Transplace: Track record of sustainable growth and profitability Revenue EBITDA ($ in millions) GR GR $100M+ 5% CA $107 1 8% CA 21 1 20 - 21 7 1 20 20 - 7 1 20 $77 $54 2017 2020 2021F 2017 2020 2021F Transplace EBITDA is defined as Net Income (loss) before interest, taxes, depreciation, and amortization

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What is Managed Transportation (MT)? Shippers may partially or fully outsource their logistics to MT providers who manage the shippers’ end-to-end needs Other traditional / digital freight brokers Shippers MT 3PL Carriers Uber Freight Shippers need complex MT providers manage the full Third party logistics (3PL) Carriers move loads management of their entire end-to-end logistics needs match shippers with carriers for from point A to B supply chain for a shipper, working with specific loads or contracted brokers or directly with lanes and manage execution of carriers to fulfill freight movement for the shipper or MT provider

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Strategic Rationale

Strategic Rationale 01 02 03 Logistics industry Complementary businesses Transaction creates the is going through a delivering innovative industry’s leading Freight historic transformation technology solutions with Technology Operating as capacity constraints customer-first focus System, enabling a and increasing supply chain across wider breadth comprehensive end-to-end complexity cause shippers of offerings shipper-to-carrier solution, to increase their reliance on unlocking new levels of technology solutions and efficiency and service support that can streamline their businesses and keep critical goods, and the economy, moving

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Strategic Rationale 01 Logistics industry is going through a historic transformation

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Strategic Rationale 01 Capacity constraints and climbing transportation costs forcing shippers to adapt their operations $4T1 6%2 14%2 11%3 Global freight Estimated transportation Estimated MT Fees 3PL outsourcing CAGR TAM globally spend CAGR through ‘24 CAGR through ‘24 through last 20 years World is run US trucking costs Shippers are accelerating by trucks rising faster than GDP their adoption of technology and outsourced logistics 1. Armstrong & Associates, Inc., “Third-Party Logistics Market Results And Trends for 2016” (2016) 2. AT Kearney Analysis. 3. Armstrong & Associates (DTM only)

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Strategic Rationale 02 Innovative technology, customer-first focus, wide breadth of offerings

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Strategic Rationale 02 Managed Transportation software platform provides sophisticated supply chain planning, optimization and day-to-day execution through an integrated, user-friendly cloud deployment Transplace Platform MT Logistics Planning Shipment Visibility Optimization Workflow Integration Analytics • Mode optimization • Service Prediction • Continuous moves • Claims management • ThinkTank • Intelligent carrier • Real time visibility • LTL pooling • Invoicing & Payments real-time reporting assignment to measure RoI • Lanehub • Other customer ERPs • Scenario planning

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Strategic Rationale 02 Customer-first solutions → strong business fundamentals 1 Working across Highly engaged Growing FUM 1,700 customers with recurring revenue (FUM in $B) Gross Retention (2020) 96% GR 15 9% CA 1 13 Avg MT Customer Tenure ~8-9 years 9 7 Avg MT Contract Length ~3-5 years 2018 2019 2020 2021 1. FUM: Freight Under Management, which represents the dollar amount of freight managed by a MT provider on behalf of their shipper clients

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Strategic Rationale 02 Scaled logistics platform Large carrier network Geographies Diversified lines of business Access to • Managed Transportation • Brokerage 30K+ • Intermodal Carriers • Customs

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Strategic Rationale 03 Industry-leading Freight Operating System creates value for shippers and carriers

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Strategic Rationale 03 Transplace Uber Freight Transplace + Uber Freight Managed Transportation Brokerage End-to-End logistics Platform Shippers Transplace Platform Limited integration Transparent digital solution that serves provides holistic understanding / view into shippers’ the breadth of shipper needs at leading of shippers’ network network and needs costs, service, and reliability Carriers Limited carrier Digital carrier network Efficient marketplace that provides management systems and optimized for visibility, efficiency, greater flexibility and more earning procurement capabilities and reliability on every load opportunities for carriers

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Strategic Rationale 03 The Transplace’s Uber Freight’s leading Uber brand complementary offerings marketplace technology further fuels MT growth broaden the combined improves efficiency while increasing company’s services transparency and reliability for users Uber Adding / scaling below Leading services and capabilities: • Intermodal Global transportation brand • Customs • Mexico (Intra and X-border) • Canada (Intra and X-border) Uber Freight • Refrigerated Leading • Flatbed • Drop-trailer Carrier brand in the industry1 • Less-than-truckload 1. Survey, carriers were asked "How likely would you be to use services from each of the following companies in the future? Rate on a scale of 0 to 10 (0=not likely at all, 10=very likely)

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