April 9, 2019
Dara Khosrowshahi
Chief Executive Officer
Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Re: Uber Technologies, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted March 12, 2019
CIK No. 0001543151
Dear Mr. Khosrowshahi:
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted March 25,
2019
Prospectus Summary
Non-GAAP Financial Measure, page 20
1. We note your exclusion of "non-routine legal, tax, and regulator
reserves and settlements"
in your Adjusted EBITDA reconciliation on page 22. Revise to remove the
reference to
adjustments as "non-routine" throughout your draft registration
statement, as these items
recurred within the prior two years (2017 and 2018) and were material to
Adjusted
EBITDA. Please refer to Question 102.03 of the Non-GAAP Compliance and
Disclosure
Interpretations.
Dara Khosrowshahi
FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
Comapany NameUber Technologies, Inc.
April 9, 2019
April 2 2019 Page 2
Page 9,
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended December 31, 2016, 2017 and 2018, page 107
2. On page 108, you disclose the increase in Gross Bookings and Revenue
on a constant
currency basis. Please explain why this disclosure was not provided
for your material
expense line items and why it was not provided for the comparative
period of 2016 to
2017.
Foreign Currency Risk, page 139
3. You disclose a hypothetical 10% net change in foreign exchange rates
compared to the
U.S. dollar would have increased or decreased your revenue by
approximately $504M in
2018. Explain why you provided this analysis to express the impact on
revenue instead of
the potential loss in future earnings as required by Item
305(a)(ii)(A) of Regulation S-K.
Please revise your disclosures as necessary.
Notes to Consolidated Financial Statements
Note 3 - Financial Instruments
Assets Measured on a Recurring Basis, page F-33
4. We note your disclosure that your Level 3 debt securities primarily
consist of preferred
stock investments in privately held companies without readily
determinable market
values. Your disclosure also states that unobservable inputs used in
the models are
significant to the fair values of the assets and typically reflect
management's estimates of
assumptions that market participants would use in pricing the asset.
Please revise your
disclosure to provide quantitative information about the significant
unobservable inputs
used in the fair value measurement as required by ASC
820-10-50-2(bbb). Furthermore,
we note your disclosure that an increase or decrease in any of the
unobservable inputs in
isolation could result in a significant change in the fair value
measurement. In accordance
with ASC 820-10-50-2(g), revise this disclosure to provide a narrative
description of the
sensitivity or uncertainty of the fair value measurement, specifically
describing each of the
significant unobservable inputs and describing any of the
interrelationships between those
inputs and other unobservable inputs.
Assets Measured on a Non-Recurring Basis
Non-Marketable Equity Securities, page F-36
5. We note your disclosure of unrealized gains and losses from
remeasurement recorded in
other income (expense), which includes your upward adjustments of $2.0
billion for the
year ended December 31, 2018. Your disclosure states that the
remeasurement was based
on the selling price of newly issued shares of similar preferred stock
to new investors
using the common stock equivalent method and adjusted for differences
in conversion
rights. Please tell us when this transaction occurred and please
quantify and describe to us
how you determined the adjustments for differences in conversion
rights. Additionally,
Dara Khosrowshahi
Uber Technologies, Inc.
April 9, 2019
Page 3
tell us whether you identified any other differences in rights and
obligations, such as
voting rights and distribution rights and preferences, between the
securities held by you
and the newly issued shares of similar preferred stock. If so, tell us
how these differences
were considered in the valuation measurement.
Note 11 - Income Taxes, page F-59
6. We note your reconciliation of the statutory tax rate to your
effective tax rate. Please
expand your disclosure to provide further underlying details for the
line item "entity
restructuring."
7. Additionally, footnote (1) to the rate reconciliation indicates the
foreign rate differential in
2018 is primarily driven by the gains on divestitures. Please quantify
the impact of the
gains on the foreign rate differential. To the extent the impact of
the gains exceeds the 5%
disclosure threshold in Rule 4-08(h)(2) of Regulation S-X, please
revise to disclose this as
a separate reconciling item.
Note 13 - Segment Information, page F-66
8. In your response to prior comment 2 in your response letter dated
April 1, 2019, you
indicate weekly and bi-weekly meetings are held with the CODM's direct
reports. Please
confirm if the CODM holds any meetings with regional and/or product
leaders for
Ridesharing and Eats that do not directly report to the CODM. If so,
tell us the frequency
in which they occur and if profitability information is provided in
such meetings, either
verbally or in writing, and the nature of such information.
9. Please tell us your basis for presenting "adjusted net revenue" and
how it complies with
ASC 280.
Note 19 - Divestitures
Uber Russia/CIS, page F-79
10. We note your disclosure that in connection with the divestiture of Uber
Russia/CIS during
the year ended December 31, 2018, you determined that the fair value of
the investment
received was $1.4 billion, and included a basis difference of $908
million related to the
difference between the cost of the investment and the proportionate
share of the net assets
FirstName LastNameDara Khosrowshahi
of MLU B.V. Please tell us the methodology used to determine the fair
value of this
Comapany NameUber describe the significant unobservable inputs used in the
initial fair value
investment and Technologies, Inc.
measurement.
April 9, 2019 Page 3
FirstName LastName
Dara Khosrowshahi
FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
Comapany NameUber Technologies, Inc.
April 9, 2019
Page 9,
April 4 2019 Page 4
FirstName LastName
You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact J.
Nolan McWilliams,
Attorney-Advisor, at (202) 551-3217 or Anne Nguyen Parker, Assistant Director,
at (202) 551-
3611 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Transportation and Leisure
cc: Dave Peinsipp, Esq.