SecProbe.io

April 18, 2019
Dara Khosrowshahi
Chief Executive Officer
Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Re:Uber Technologies, Inc.
Registration Statement on Form S-1
Filed April 11, 2019
File No. 333-230812
Dear Mr. Khosrowshahi:
            We have reviewed your registration statement and your correspondence filed on April 11,
2019 and April 17, 2019 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed April 11, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Metrics and Non-GAAP Financial Measure, page 103
1.We note your response to prior comment 2 in your response letter dated April 11, 2019.
However, we note your disclosure of gross bookings growth year-over-year (page 103)
and in quarterly trends (page 123) on a constant currency basis.  Please revise to remove
these disclosures to be consistent with your response to prior comment 2.
Notes to Consolidated Financial Statements
Note 3 - Financial Instruments
Assets and Liabilities Measured at Fair Value on a Recurring Basis, page F-33
2.We note your response to prior comment 4 where you indicate that management’s

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 April 18, 2019 Page 2
 FirstName LastNameDara Khosrowshahi
Uber Technologies, Inc.
April 18, 2019
Page 2
estimate of fair value for its Level 3 debt securities may be derived from the investee’s
financing transactions, but this may also be supplemented by information using other
valuation techniques, including the guideline public company approach.  Your disclosure
further states that once the fair value of the investee is estimated, you use an option
pricing model that involves making key assumptions around the investee’s expected time
to liquidity and volatility.  Please address the following:
•As requested in prior comment 4, please revise your disclosure to provide quantitative
information about each of the significant unobservable inputs used in the fair value
measurement as required by ASC 820-10-50-2(bbb).  To the extent the unobservable
inputs change each period presented due to different valuation techniques primarily
being employed, please ensure your disclosure provides the quantitative information
about each of the applicable significant unobservable inputs for each period presented.
•Given that your methodology for determining fair value may change each period,
depending on the timing, volume and characteristics of the investee’s financing
transactions, disclose the valuation techniques employed, and the related weighting if
multiple techniques were used, for each period.  For example, your disclosure on page
F-34 indicates that certain key unobservable inputs were less sensitive to the valuation
in 2018 as a result of the primary weighting on the investee’s financing transactions
during 2018, but it doesn’t describe the weighting of the other technique, nor does it
explain how the methodology varies from the valuation technique(s) used for 2017.
Assets Measured on a Non-Recurring Basis
Non-Marketable Equity Securities, page F-37
3.We note your response to prior comment 5.  Please respond to the following:
•You indicate in your response that there were differing rights and obligations in the
preferred stock held by you and by the January 2018 preferred stock issuance holders,
which included voting rights, the right to nominate a director to Didi’s board of
directors, and the timing differences for when an optional conversion into common
stock and redemption rights can be triggered.  For each of these differences, please
compare and contrast them between the rights and obligations in your preferred stock
interest versus the rights and obligations of the January 2018 preferred stock issuance
holders.
•Explain in more detail the terms of the features that trigger when an optional
conversion could occur and when redemption rights could be triggered, and how you
concluded the likelihood of these features occurring was remote.
•Tell us how your analysis considered whether a marketplace participant would
consider the difference in voting rights, right to nominate a director to Didi’s board of
directors, and the timing for when an optional conversion in common stock and
redemption rights can be triggered, including how you determined the impact on the
valuation was not significant outside of the remote likelihood of conversion and
redemption.

 FirstName LastNameDara Khosrowshahi
 Comapany NameUber Technologies, Inc.
 April 18, 2019 Page 3
 FirstName LastName
Dara Khosrowshahi
Uber Technologies, Inc.
April 18, 2019
Page 3
•Your response indicates that the other rights and preferences of the two classes of
preferred stock were “generally the same.”  Please tell us the other differences
identified, aside from the liquidation priority, and how you concluded these
differences did not warrant any adjustment to the valuation measurement.
•Your response indicates that you considered other transactions occurring during the
year ended December 31, 2018, as required by the measurement alternative, and
concluded no additional upward or downward adjustment was required.  Please
explain whether any of these other transactions involved preferred stock transactions
that were more similar to the preferred stock held by you, instead of containing the
differences from the January 2018 preferred stock issuance.  If so, please tell us how
you considered using these transactions and making any necessary adjustments for
differences for your valuation measurement.
Note 13 - Segment Information, page F-67
4.In your response to prior comment 8, you indicate the purpose of the meetings with the
individuals noted in your response is to discuss general status updates and not to discuss
financial results, projections, profitability targets, or other financial information.  Please
confirm that the CODM does not receive profitability information, either verbally or in
writing, for Eats and Ridesharing separately.
5.We note your response to prior comment 9.  We object to your inclusion of Adjusted Net
Revenue in Note 13, as it does not comply with ASC 280-10-50-22.  Please revise to
remove this measure from your registration statement.
            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.