1、g36g10g14g3g14g3g47g19g17g1Ag1Ag18g15g47g56g14g11g4Bg57g50g3g36g10g14g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As filed with the Securities and Exchange Commission on April 11, 2019. Registration No. 333 g63g63g63 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549g63 g63FOR
2、M S1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63g63UBER TECHNOLOGIES, INC.(Exact name of Registrant as specified in its charter)g63g63g63Delaware 7372 452647441(State or other jurisdiction ofincorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. E
3、mployer Identification Number)1455 Market Street, 4th FloorSan Francisco, California 94103(415) 6128582(Address, including zip code and telephone number, of Registrants principal executive offices)g63g63Nelson ChaiChief Financial OfficerUber Technologies, Inc.1455 Market Street, 4th FloorSan Francis
4、co, California 94103(415) 6128582(Name, address, including zip code and telephone number, including area code, of agent for service)g63 g63Copies to:g63Tony WestKeir GumbsUber Technologies, Inc.1455 Market Street, 4th FloorSan Francisco, California 94103(415) 6128582David PeinsippSiana LowreyAndrew
5、WilliamsonCooley LLP101 California Street, 5th FloorSan Francisco, California 94111(415) 6932000 Eric W. BlanchardKerry S. BurkeBrian K. RosenzweigCovington & Burling LLP620 Eighth AvenueNew York, New York 10018(212) 8411000 Alan F. DenenbergSarah K. SolumDavis Polk & Wardwell LLP1600 El Camino Real
6、Menlo Park, California 94025(650) 7522000g63 g63Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pu
7、rsuant to Rule 415 under the Securities Act of 1933, checkthe following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effec
8、tive registration statement for the same offering. If this Form is a posteffective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.
9、 If this Form is a posteffective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is
10、a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of theExchange Act.g63Lar
11、ge accelerated filer Accelerated filer Nonaccelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standa
12、rds provided to Section 7(a)(2)(B) of the Securities Act. g63 g63CALCULATION OF REGISTRATION FEEg63Title of Each Class ofSecurities to be Registered Proposed Maximum AggregateOffering Price(1)(2) Amount ofRegistration FeeCommon Stock, $0.00001 par value per share $1,000,000,000 $121,200 (1)Estimated
13、 solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.g63(2)Includes offering price of any additional shares that the underwriters have the option to purchase.g63 g63The Registrant hereby amends this Registratio
14、n Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933, as amended,
15、or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to said Section 8(a), may determine.g63g63g63每 日 免 费 获 取 报 告1、 每 日 微 信 群 内 分 享 7+最 新 重 磅 报 告 ；2、 每 日 分 享 当 日 华 尔 街 日 报 、 金 融 时 报 ；3、 每 周 分 享 经 济 学 人4、 行 研 报 告 均 为 公 开 版 ，
16、 权 利 归 原 作 者所 有 ， 起 点 财 经 仅 分 发 做 内 部 学 习 。扫一扫二维码关注公号回复：研究报告加入“起点财经”微信群。 g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filedwith the Securities and
17、Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.g63PROSPECTUS (Subject to Completion)Issued April 11, 2019g63g63g63g63Common Stock Sharesg63g63Uber Tech
18、nologies, Inc. is offering shares of its common stock, and the selling stockholders identified in this prospectus areoffering shares of common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. This is our initialpublic offering, and no public market
19、currently exists for our shares. We anticipate that the initial public offering price will be between $ and$ per share.We have applied to list our common stock on the New York Stock Exchange under the symbol “UBER.”Investing in our common stock involves risks. See “Risk Factors” beginning on page 25
20、.g63g63g63g63 g63g63 Per Shareg63g63g63 Total g63Price to Public g63g63 $ g63g63 $ Underwriting Discounts and Commissions g63g63 $ g63g63 $ Proceeds to Uber g63g63 $ g63g63 $ Proceeds to Selling Stockholders g63g63 $ g63g63 $ g63g63g63See the section titled “Underwriters” for a description of the co
21、mpensation payable to the underwriters.We have granted the underwriters the right to purchase up to an additional shares of common stock solely to cover overallotments, if any.At our request, the underwriters have reserved up to shares of common stock, or up to % of the shares offered by thisprospec
22、tus, for sale at the initial public offering price through a directed share program to certain qualifying Drivers in the United States. See the sectiontitled “UnderwritersDirected Share Program.”The Securities and Exchange Commission and state securities regulators have not approved or disapproved o
23、f these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares of common stock to purchasers on , 2019.g63g63g63Morgan Stanley Goldman Sachs & Co. LLCBofA Merrill Lynch Barclays Citigr
24、oup Allen & Company LLCRBC Capital Markets SunTrust Robinson Humphrey Deutsche Bank SecuritiesHSBC SMBC Mizuho SecuritiesNeedham & Company Loop Capital Markets Siebert Cisneros Shank & Co., L.L.C.Academy Securities BTIG Canaccord Genuity CastleOak Securities, L.P. Cowen Evercore ISI JMP Securities M
25、acquarie CapitalMischler Financial Group, Inc. Oppenheimer & Co. Raymond James William Blair The Williams Capital Group, L.P. TPG Capital BDProspectus dated , 2019.g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56We ignite opportunity by setting the world in motion.g37g44g45g4Fg48g3g52g49g3g26g52g51
26、g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g566 Continents 3 Platform Offerings 700+ Cities 91M MAPCs 14M Trips a day $78B Paid to Drivers Trips a day for the year ended December 31, 2018. All other data asof December 31, 2018g37g44g
27、45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g5610+ Billion Trips 10B Trips September 2018 12 Months later (+5B) 5B Trips September 2017 11 Months later (+3B) 2B Trips October 2016 7 Months later (+1B) 1BTrips March 2016 5 Years after launch (+1B) 2012 2013 2014 2015 2016 2017 2018g37g44g45g4Fg48g3g52g49g
28、3g26g52g51g57g48g51g57g56TABLE OF CONTENTSg63g63 g63Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide you with any information other than theinformation contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, th
29、e selling stockholders, nor the underwriterstake responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sellonly the shares offered hereby and only under circumstances and in jurisdictions where it is lawful to
30、do so. The information contained in this prospectusis accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our common stock. Ourbusiness, financial condition, results of operations, and prospects may have changed since th
31、at date.No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or possession or distributionof this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are
32、required toinform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus applicable to those jurisdictions.Through and including , 2019 (the 25th day after the date of this prospectus), all dealers that effect transactions in ourcommon stock,
33、whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition toa dealers obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.g63iGlossary ii Letter from Dara Khosro
34、wshahi, Chief Executive Officer vi Prospectus Summary 1 Risk Factors 25 Special Note Regarding ForwardLooking Statements 73 Market, Industry, and Other Data 75 Use of Proceeds 76 Dividend Policy 77 Capitalization 78 Dilution 81 Unaudited Pro Forma Consolidated Financial Information 85 Selected Conso
35、lidated Financial and Operating Data 88 Managements Discussion and Analysis of Financial Conditionand Results of Operations 92 Business 146 Management 201 Letter from Dr. Ronald Sugar, Chairperson of the Board ofDirectors 207 Corporate Governance 208 Executive Compensation 224 Certain Relationships
36、and Related Person Transactions 252 Principal and Selling Stockholders 258 Description of Capital Stock 261 Shares Eligible for Future Sale 266 Material U.S. Federal Income Tax Consequences to NonU.S.Holders 269 Underwriters 273 Legal Matters 285 Experts 285 Where You Can Find Additional Information
37、 285 Index to Consolidated Financial Statements F1 g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56GLOSSARYKey Terms for Our BusinessConsumer or enduser. Consumer or enduser refers to a platform user who transacts on our platform to take a Ridesharing or New Mobility rideor to order an Uber Eats me
38、al.Driver. Driver refers to an independent driver or courier who uses our platform to provide Ridesharing services, Uber Eats services, or both. Thenumber of Drivers in a quarterly period is defined as the number of Drivers who provided a ride or delivered a meal on our platform at least once in agi
39、ven month, averaged over each month in the quarter.Minorityowned affiliates. Minorityowned affiliates refers to Didi, Grab, and our Yandex.Taxi joint venture.New Mobility. New Mobility refers to products in our Personal Mobility offering that provide consumers with access to rides through a variety
40、ofmodes, including dockless ebikes and escooters.Offerings. Offerings refer to our Personal Mobility, Uber Eats, and Uber Freight offerings.Partner. Partner refers to any one of a Driver, restaurant, or shipper, all of whom are our customers.Personal Mobility. Personal Mobility refers to our offerin
41、g that includes our Ridesharing and New Mobility products.Platform user. Platform user refers to any user of our platform, including Drivers, consumers, restaurants, shippers, and carriers.Ridesharing. Ridesharing refers to products in our Personal Mobility offering that connect consumers with Drive
42、rs who provide rides in a varietyof vehicles, such as cars, auto rickshaws, motorbikes, minibuses, or taxis.Key Terms for Our Key Metrics and NonGAAP Financial MeasureUnless otherwise noted, all of our key metrics exclude historical results from China (which are included as discontinued operations i
43、n our auditedconsolidated financial statements), Russia and the Commonwealth of Independent States (“Russia/CIS”), and Southeast Asia, geographies where wepreviously had operations and where we now participate solely through our minorityowned affiliates.Adjusted EBITDA is a nonGAAP financial measure
44、. For more information about how we use this nonGAAP financial measure in our business,the limitations of this measure, and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, please seethe section titled “Summary Consolidated Financial and Operating
45、DataNonGAAP Financial Measure.”2018 Divested Operations. We define 2018 Divested Operations as our operations in (i) Russia/CIS prior to the consummation of our Yandex.Taxijoint venture and (ii) Southeast Asia prior to the sale of those operations to Grab.Adjusted EBITDA. We define Adjusted EBITDA a
46、s net income (loss), excluding (i) income (loss) from discontinued operations, net of incometaxes, (ii) net income (loss) attributable to redeemable noncontrolling interest, net of tax (iii) benefit from (provision for) income taxes, (iv) income(loss) from equity method investment, net of tax, (v) i
47、nterest expense, (vi) other income (expense), net, (vii) depreciation and amortization, (viii) stockbased compensation expense, (ix) legal, tax, and regulatory reserves and settlements, (x) asset impairment/loss on sale of assets, (xi) acquisition andfinancing related expenses, and (xii) restructuri
48、ng charges.g63iig37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56Core Platform. Core Platform refers to one of the two operating segments that we use to manage our business. Core Platform consists primarily ofRidesharing and Uber Eats.Core Platform Adjusted Net Revenue. We define Core Platform Adjus
49、ted Net Revenue as Core Platform revenue (i) less excess Driver incentives,(ii) less Driver referrals, (iii) excluding the impact of legal, tax, and regulatory reserves and settlements recorded as contrarevenue, and (iv) excludingthe impact of our 2018 Divested Operations. We believe that Core Platform Adjusted Net Revenue is informative of our Core Pla
