Uber招股书（英文）-2019.4.26-522页.pdf

Table of ContentsAs filed with the Securities and Exchange Commission on April 26,2019.Registration No.333-230812 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1TOFORM S-1REGISTRATION STATEMENTUNDERTHESECURITIESACTOF1933 UBER TECHNOLOGIES,INC.(Exact name of Registrant as specified in its charter)Delaware 7372 45-2647441(State or other jurisdiction ofincorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)1455 Market Street,4 th FloorSan Francisco,California 94103(415)612-8582(Address,including zip code and telephone number,of Registrants principal executive offices)Nelson ChaiChief Financial OfficerUber Technologies,Inc.1455 Market Street,4 th FloorSan Francisco,California 94103(415)612-8582(Name,address,including zip code and telephone number,including area code,of agent for service)Copies to:Tony WestKeir GumbsUber Technologies,Inc.1455 Market Street,4 th FloorSan Francisco,California 94103(415)612-8582 David PeinsippSiana LowreyAndrew WilliamsonCooley LLP101 California Street,5 th FloorSan Francisco,California 94111(415)693-2000 Eric W.BlanchardKerry S.BurkeBrian K.RosenzweigCovington&Burling LLP620 Eighth AvenueNew York,New York 10018(212)841-1000 Alan F.DenenbergSarah K.SolumDavis Polk&Wardwell LLP1600 El Camino RealMenlo Park,California 94025(650)752-2000 Approximate 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 pursuant to Rule 415 under the Securities Act of 1933,check the 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 Securities Act registration statement numberof the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated 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 revised financial accounting standardsprovided to Section 7(a)(2)(B)of the Securities Act.CALCULATION OF REGISTRATION FEE Title of each Class ofSecurities to be Registered Amountto beRegistered(1)ProposedMaximum Offering PricePer Share(2)ProposedMaximumAggregateOffering Price(1)(2)Amount ofRegistration Fee(3)Common Stock,par value$0.00001 per share 207,000,000$50.00$10,350,000,000$1,254,420 (1)Includes the aggregate amount of additional shares that the underwriters have the option to purchase.(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a)of the Securities Act of 1933,as amended.(3)The Registrant previously paid$121,200 in connection with the initial filing of the Registration Statement.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the RegistrationStatement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.Table of ContentsThe 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 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.PROSPECTUS(Subject to Completion)Issued April 26,2019 Common Stock 180,000,000 Shares Uber Technologies,Inc.is offering 180,000,000 shares of its common stock.The selling stockholders identified in this prospectus are offering 27,000,000shares of common stock if and to the extent that the underwriters exercise their option to purchase additional shares described below.We will not receiveany of the proceeds from the sale of shares by the selling stockholders.This is our initial public offering,and no public market currently exists for ourshares.We anticipate that the initial public offering price will be between$44.00 and$50.00 per share.PayPal,Inc.has entered into an agreement with us pursuant to which it has agreed to purchase$500 million of our common stock in a private placementat a price per share equal to the initial public offering price.This transaction is contingent upon certain closing conditions,including the closing of thisoffering and certain regulatory approvals.We have applied to list our common stock on the New York Stock Exchange under the symbol“UBER.”Investing in our common stock involves risks.See“Risk Factors”beginning on page 32.Per Share Total Price to Public$Underwriting Discounts and Commissions$Proceeds to Uber$See the section titled“Underwriters”for a description of the compensation payable to the underwriters.The underwriters have the option to purchase up to an additional 27,000,000 shares of common stock from the selling stockholders solely to cover over-allotments,if any.At our request,the underwriters have reserved up to 5,400,000 shares of common stock,or up to 3%of the 180,000,000 shares offered by thisprospectus,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 of 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.Morgan Stanley Goldman Sachs&Co.LLC BofA Merrill LynchBarclays Citigroup 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 Macquarie CapitalMischler Financial Group,Inc.Oppenheimer&Co.Raymond James William Blair The Williams Capital Group,L.P.TPG Capital BDProspectus dated ,2019.Table of ContentsWe ignite opportunity by setting the world in motion.Table of ContentsTable of ContentsTable of Contents 6 Continents 3 Platform Offerings 700+Cities 93M MAPCs 17M Trips a Day$78B Paid to Drivers MAPCs and Trips a day for the quarter ended March 31,2019.All other data as of December 31,2018.Table of Contents10+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)1B Trips March 2016 5 Years after launch(+1B)2012 2013 2014 2015 2016 2017 2018Table of ContentsTABLE OF CONTENTS Neither 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,the 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 sell onlythe shares offered hereby and only under circumstances and in jurisdictions where it is lawful to do so.The information contained in this prospectus isaccurate 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 that 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 distribution ofthis prospectus in any such jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the United States are 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 our commonstock,whether or not participating in this offering,may be required to deliver a prospectus.This delivery requirement is in addition to a dealersobligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.iGlossary ii Letter from Dara Khosrowshahi,Chief Executive Officer vi Prospectus Summary 1 Risk Factors 32 Special Note Regarding Forward-Looking Statements 82 Market,Industry,and Other Data 84 Use of Proceeds 85 Dividend Policy 86 Capitalization 87 Dilution 90 Unaudited Pro Forma Consolidated Financial Information 93 Selected Consolidated Financial and Operating Data 96 Managements Discussion and Analysis of Financial Conditionand Results of Operations 100 Business 152 Management 209 Letter from Dr.Ronald Sugar,Chairperson of the Board ofDirectors 215 Corporate Governance 216 Executive Compensation 231 Certain Relationships and Related Person Transactions 259 Principal and Selling Stockholders 265 Description of Capital Stock 269 Shares Eligible for Future Sale 274 Material U.S.Federal Income Tax Consequences to Non-U.S.Holders 277 Underwriters 281 Legal Matters 295 Experts 295 Where You Can Find Additional Information 295 Index to Consolidated Financial Statements F-1 Table of ContentsGLOSSARYKey Terms for Our BusinessConsumerorend-user.Consumer or end-user refers to a platform user who transacts on our platform to take a Ridesharing or New Mobility ride orto order an Uber Eats meal.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 a givenmonth,averaged over each month in the quarter.Minority-ownedaffiliates.Minority-owned affiliates refers to Didi,Grab,and our Yandex.Taxi joint venture.NewMobility.New Mobility refers to products in our Personal Mobility offering that provide consumers with access to rides through a variety ofmodes,including dockless e-bikes and e-scooters.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.PersonalMobility.Personal Mobility refers to our offering that includes our Ridesharing and New Mobility products.Platformuser.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 Drivers who provide rides in a variety ofvehicles,such as cars,auto rickshaws,motorbikes,minibuses,or taxis.Key Terms for Our Key Metrics and Non-GAAP Financial MeasuresAll of our key metrics and financial measures exclude historical results from China(which are included as discontinued operations in our auditedconsolidated financial statements),and,as noted below,certain of our key metrics also exclude the impact of our 2018 Divested Operations.We nowparticipate in China,Russia and the Commonwealth of Independent States(“Russia/CIS”),and Southeast Asia solely through our minority-ownedaffiliates.Adjusted EBITDA and Adjusted Net Revenue are non-GAAP financial measures.For more information about how we use these non-GAAP financialmeasures in our business,the limitations of these measures,and a reconciliation of these measures to the most directly comparable GAAP measures,pleasesee the section titled“Summary Consolidated Financial and Operating DataNon-GAAP Financial Measures.”2018DivestedOperations.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.AdjustedEBITDA.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 redeemable non-controlling interest,net of tax(iii)benefit from(provision for)income taxes,(iv)income(loss)fromequity method investment,net of tax,(v)interest expense,(vi)other income(expense),net,(vii)depreciation and amortization,(viii)stock-basedcompensation expense,(ix)legal,tax,and regulatory reserves and settlements,(x)asset impairment/loss on sale of assets,(xi)acquisition and financingrelated expenses,and(xii)restructuring charges.iiTable of ContentsAdjustedNetRevenue.We define Adjusted Net Revenue as revenue less(i)excess Driver incentives and(ii)Driver referrals.We believe thatAdjusted Net Revenue is informative of our top line performance because it measures the total net financial activity reflected in the amount earned by usafter taking into account all Driver and restaurant earnings,Driver incentives,and Driver referrals.Adjusted Net Revenue is lower than revenue in allreported periods.CorePlatform.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.CorePlatformAdjustedNetRevenue.We define Core Platform Adjusted Net Revenue as Core Platform revenue less(i)excess Driver incentivesand(ii)Driver referrals.CorePlatformContributionMargin.We define Core Platform Contribution Margin as Core Platform Contribution Profit(Loss)as a percentage ofCore Platform Adjusted Net Revenue.Core Platform Contribution Margin demonstrates the margin that we generate after direct expenses.We believe thatCore Platform Contribution M