SecProbe.io

February 1, 2019
Dara Khosrowshahi
Chief Executive Officer
Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Re:Uber Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted December 6, 2018
CIK No. 0001543151
Dear Mr. Khosrowshahi:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Prospectus Summary
Personal Mobility, page 1
1.Where you discuss Gross Bookings information on page 2, please revise to provide
revenue on a GAAP basis for the same periods discussed giving greater prominence to the
GAAP information.
Uber Freight, page 4
2.Please explain the “friction” you reference in the first paragraph on this page and briefly
discuss how your mobile app removes it in such a manner as to provide you a differential
advantage over traditional logistics companies.

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 February 1, 2019 Page 2
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
February 1, 2019
Page 2
Non-GAAP Financial Measures, page 18
3.We note your presentation of non-GAAP financial measures and your belief that these
measures provide useful information to investors and others in understanding and
evaluating your operating results in the same manner as your management team and board
of directors.  Similarly, on page 104, you indicate that your segment measures are
presented to provide the users of your consolidated financial statements with a view of the
business from your perspective.  While it appears that the intention to provide non-GAAP
and segment disclosures is similar, you include the historical results from Russia/CIS and
Southeast Asia (“2018 Divested Operations”) in your segment presentations but exclude
them when presenting non-GAAP financial measures.  Please clarify why you believe it is
useful to exclude the 2018 Divested Operations from your non-GAAP measures.
4.With respect to the adjustments for the 2018 Divested Operations made to arrive at your
non-GAAP financial measures, please tell us: 1) why the adjustment to “Adjusted Net
Revenue” reflects an addition to revenue and what it represents; and 2) how you
considered the exclusion of the 2018 Divested Operations in light of the guidance
provided in Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations relating to individually tailored recognition and measurement methods.
Adjusted Net Revenue, page 19
5.Please revise your disclosure to clearly explain the nature of the excess driver incentives
and why you believe the exclusion of these costs from Revenue is informative of your top
line performance and material to investors.
Management’s Discussion and Analysis and Results of Operations
Overview, page 80
6.This section substantially repeats the overview you present in the Summary and Business
sections.  Please address here the material opportunities, challenges, and risks to your
business as you implement the material components of your growth strategy such as
increasing rideshare penetration, expanding into new markets and management’s plans to
achieve profitability.  Also discuss the material challenges and risks posed by relevant
economic or industry-wide factors.  Refer to Section III.A of Securities Act Release No.
33-8350 (Dec. 29, 2003).
7.Please describe any known trends or uncertainties that have had, or that you reasonably
expect will have, a material favorable or unfavorable impact on revenue or results of
operations.  For example, you state on page 90 that you plan to continue to use incentives,
promotions, and discounts as well as restaurant expansion to grow Monthly Active
Platform Consumers (“MAPCs”) and on page 91 that gross bookings per trip will decline
as you penetrate markets with lower price points.  Also discuss known trends relating to
market share for each of your offerings.  Refer to Item 303(a) of Regulation S-K and
Section III.B.3 of Release No. 33-8350.

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 February 1, 2019 Page 3
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
February 1, 2019
Page 3
8.Refer to the last paragraph on page 81 and the graphic on page 82.  Please discuss the
methodology, including material assumptions, you used to estimate total ridesharing
Gross Bookings generated by you and other companies with similar ridesharing products.
9.Please discuss how Core Platform Contribution Margin, Gross Bookings per Trip, and
Take Rate relate to each of Ridesharing and Uber Eats and the importance of each metric
to the respective platform offering.
Our Financial and Operating Model, page 86
10.Please clarify the graph on page 86 to further explain the relationship among the bars and
what they are meant to illustrate.  For example, it appears that the “Core Platform
Revenue” bar is the sum of the second green bar and the “Core Platform Adjusted Net
Revenue” bar.  In addition, explain the meaning of the y-axis between the first green bar
and the “Core Platform Revenue” bar.  We also note your statement that you define
Adjusted Net Revenue as revenue (i) less excess Driver incentives, (ii) less Driver
referrals, and (iii) excluding the impact of your 2018 Divested Operations.  Please explain
why you exclude (iii) from the second green bar.
11.Expand the first paragraph on page 87 to discuss quantitatively and qualitatively your
reliance on driver incentives and consumer discounts and the extent to which your
historical practices are indicative of near-term trends.
Key Metrics and Non-GAAP Financial Measures, page 87
12.The disclosure on page 88 indicates you will disclose gross bookings by Ridesharing,
Uber Eats, and Other Bets.  Disclose Monthly Active Platform Consumers and/or Trips by
each of these platform types.
Components of Results of Operations, page 95
13.We note your disclosure that to the extent you are successful in meeting your objective of
efficiently scaling operations, you would expect cost of revenue, exclusive of depreciation
and amortization, as a percentage of revenue to decrease over time, although it may vary
as a percentage of revenue from period to period.  To the extent possible, please revise to
disclose more specifically the timing of when you expect your objective to be achieved.
14.Additionally, we note your disclosure that to the extent you are successful in becoming
more efficient in supporting platform users, you expect operations and support expenses
as a percentage of revenue to decrease over time, although it may vary as a percentage of
revenue from period to period.  To the extent possible, please disclose more specifically
the timing of when you expect your objective to be achieved.
Results of Operations, page 98
15.Revise your revenue discussion on page 100 to quantify the increase in the number of

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 February 1, 2019 Page 4
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
February 1, 2019
Page 4
MAPCs and in Revenue as a percentage of Gross Bookings for Ridesharing and Uber
Eats.  Refer to Item 303(a)(3)(ii) of Regulation S-K and Section III.D of SEC Release No.
33-6835.
16.Please revise your discussion of sales and marketing expenses on page 101 to disclose
driver and passenger incentives recognized in each of the periods presented given its
significance to total sales and marketing expenses.
Business
Our Platform, page 124
17.You state in the first full paragraph on page 125 that your strategy is to have the greatest
“liquidity network effect.”  Please briefly explain the concept of liquidity network effect,
discuss the key drivers of this effect for each of your offerings, and discuss how the
network effect interrelates, if at all, among your different offerings.
18.We note the graphic on page 121, where you differentiate Market Share (calculated by
dividing Personal Mobility Gross Bookings by estimated addressable market in dollars for
miles traveled in a given region) from Ridesharing Category Position.  Discuss the extent
to which liquidity network effects on Market Share may differ and be potentially limited
given that the estimable addressable market is substantially larger than Ridesharing
Category.
19.Refer to the second bullet point on page 125.  For each of your offerings discuss the
limitations of the effects of scalability on margins, particularly in light of the low barriers
to entry and the low switching costs you describe in the first risk factor on page 22.  In
addition, provide the basis for your belief that “the operator with the larger network will
have a higher margin than the operator with the smaller network.”
20.We note your statement that “To the extent that ridesharing category participants choose
to improve their profitability, we believe that we will not be required to invest as heavily
in incentives to compete effectively.”  Please expand to explain this statement and the
basis for your belief.  Disclose the entities that comprise “ridesharing category
participants” and the extent to which you expect ridesharing category participants will
focus on profitability in the near-term.
21.Please discuss any material potential negative effects from interconnected platforms of the
scale that you seek to achieve.  To the extent material, discuss whether unfavorable media
coverage and public reactions, such as the #DeleteUber campaign and other recent adverse
effects on your brand and reputation disclosed in the risk factors, may be amplified as you
increase the scale of your offerings.
Drivers, page 130
22.Please briefly explain how you measure the effectiveness of your driver-focused efforts,
including the “180 Days of Change” campaign and Uber Pro.

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 February 1, 2019 Page 5
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
February 1, 2019
Page 5
Our Market Opportunity, page 133
23.You state that you view your market opportunity in terms of a total addressable market
(“TAM”), which you believe that you can address over the long-term, and a serviceable
addressable market (“SAM”), which you currently address.  Discuss the material
assumptions and estimates underlying your calculation of TAM and SAM for each of the
markets presented.  For example, briefly explain why you exclude public transportation
miles from your calculation of Personal Mobility SAM.
24.We note that SAM represents your market opportunity in 57 countries and excludes trips
greater than 30 miles, while TAM represents your market opportunity in 175 countries
and includes trips greater than 30 miles.  Aside from penetrating additional countries to
reach your TAM, discuss the challenges and time frames associated with including trips
greater than 30 miles for the 57 countries currently part of your SAM.  In addition, we
note that trips greater than 30 miles are not included in “Our Growth Strategy” on page
139.  Please explain how these trips are therefore part of your TAM.
25.We note your disclosure that you have identified six “near-term” priority countries where
your ability to grow your Ridesharing operations to scale is currently and may continue to
be limited by significant regulatory restrictions.  Please expand to discuss how you will
grow your operations in these countries in light of the significant regulatory restrictions
and disclose the challenges and time frames associated with your ability to include these
countries in your SAM in the near term.
Our Growth Strategy, page 139
26.For each of the key elements of your growth strategy, please quantify the estimated
investments and discuss the key milestones and time frames to implement each of these
strategies.
27.Refer to the fourth bullet point on page 140.  Please briefly explain how the freight
brokerage market “resembles the taxi industry when we first introduced our Ridesharing
product” and provide the basis for your belief that your platform can “change the way the
freight industry operates” given your focus on the brokerage portion of the industry.
Government Regulation, page 151
28.Refer to the fourth bullet point on page 152.  Please disclose the minimum wage
regulation recently adopted by the New York City Taxi and Limousine Commission and
discuss, to the extent known, the material effects of compliance with this regulation.
Similarly revise the carryover risk factor on pages 33-34.
Certain Relationships and Related Person Transactions, page 200
29.Please disclose the names of the holders of your capital stock who are parties to the
Investor Rights Agreement, Voting Agreement, and Right of First Refusal and Co-Sale

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 February 1, 2019 Page 6
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
February 1, 2019
Page 6
Agreement.  Refer to Item 404(a)(1) of Regulation S-K.
Principal and Selling Stockholders, page 205
30.Please identify the person or persons who have voting or dispositive power over the shares
held by SB Cayman 2 Ltd. and The Public Investment Fund.  In this regard, we note that
H.E. Yasir Al-Rumayyan, a member of your board, is a managing director at the Public
Investment Fund.
Description of Capital Stock
Choice of Forum, page 212
31.You state that the federal district courts will be the exclusive forum for any complaint
asserting a cause of action arising under the Securities Act.  Please state here and in the
carryover risk factor on pages 54-55 that there is uncertainty whether a court would
enforce this provision.  Additionally, clarify in the risk factor that the provision does not
apply to suits brought to enforce a duty or liability created by the Exchange Act.
Note 1 - Description of Business and Summary of Significant Accounting Policies
Revenue Recognition, page F-14
32.We note from your disclosure on page F-15 that you record refunds due to end user
dissatisfaction as marketing expense.  Please clarify if refunds are included in the
incentive amounts quantified on page F-18.  If refunds are material, please revise your
disclosure on page F-18 as appropriate.
Incentives to End-Users, page F-16
33.Please provide a more specific and comprehensive discussion of the incentives provided
to end-users that do not require completion of a specific action.  Based on your current
disclosure, it is unclear how these incentives differ from those that are recorded as a
reduction of revenue.  Refer to ASC 606-10-50-20.
Notes to the Consolidated Financial Statements
Note 14 - Segment Information, page F-52
34.We note that you currently manage and operate your business as two operating/reportable
segments: Core Platform and Other Bets.  Please address the following:
•Provide us with details about your management structure and how your company is
organized.
•Describe the role of your CODM and each of the individuals reporting to the CODM.
•Identify and describe the role of each of your segment managers.
•Describe the key operating decisions, who makes these decisions, how performance is
assessed and how resources are allocated within your business.
•Tell us how often the CODM meets with his direct reports, the financial information

 FirstName LastNameDar