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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-03-01 · 4 added, 86 removed, 20 unchanged (82% of the section changed)

8 unchanged sentences

We have never declared or paid cash dividends on our capital stock.

We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the

foreseeable future.

We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate declaring or paying any cash dividends in the foreseeable future.

The terms of certain of our outstanding debt instruments restrict our ability to pay dividends or make distributions on our common stock, and we may enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends or make distributions on our capital stock.

2 unchanged sentences

Unregistered Sales of Equity Securities

On March 26, 2020, we issued 94 shares of our common stock to a holder of $5,195 of Careem Convertible Notes who elected to convert the balance of such notes to common stock at a conversion price of $55 per share.

In October 2021, we issued 18,871,636 shares of our common stock in connection with our acquisition of The Drizly Group, Inc., a Delaware corporation (“Drizly”).

These shares were exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

In October 2021, we issued 398 shares of our common stock to holders of Careem Convertible Notes who elected to convert the balance of such notes to common stock at a conversion price of $55 per share.

The shares were exempt from registration pursuant to Regulation S of the Securities Act.

On December 11, 2020, we completed a private offering of $1.15 billion aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”), including the exercise in full by the initial purchasers of the 2025 Convertible Notes of their option to purchase up to an additional $150 million principal amount of the 2025 Convertible Notes.

We offered and sold the 2025 Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

We relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement by and among us and the initial purchasers.

The shares of Common Stock issuable upon conversion of the 2025 Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Use of Proceeds

On December 11, 2020, we completed the issuance of the 2025 Convertible Notes.

We raised approximately $1.14 billion in net proceeds after deducting the initial purchasers’ discount and offering expenses.

We intend to use the net proceeds from the offering for working capital and other general corporate purposes, which may include acquisitions or strategic transactions.

Performance Graph

4 unchanged sentences

The returns shown are based on historical results and are not intended to suggest future performance.

SELECTED FINANCIAL DATA

The following selected consolidated statement of operations data for the years ended December 31, 2018, 2019, and 2020 and the selected consolidated balance sheet data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The following selected consolidated statement of operations data for the years ended December 31, 2016 and 2017 and the selected consolidated balance sheet data as of December 31, 2016, 2017 and 2018 have been derived from our accounting records and have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results that may be expected in the future.

The following selected consolidated financial data should be read in conjunction with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

Year Ended December 31,

2017 2018 2019 2020

(Unaudited) (Unaudited)

(In millions, except share amounts which are reflected in thousands, and per share amounts)

Consolidated Statements of Operations Data:

$ 3,338 $ 7,402 $ 10,433 $ 13,000 $ 11,139

Total costs and expenses (2), (3)

6,361 11,482 13,466 21,596 16,002

Loss from operations (3,023) (4,080) (3,033) (8,596) (4,863)

Income (loss) from continuing operations before income taxes and loss from equity method investments (4)

(3,218) (4,575) 1,312 (8,433) (6,946)

Income from discontinued operations, net of income taxes (5)

2,876 — — — —

Net income (loss) attributable to Uber Technologies, Inc.

(370) (4,033) 997 (8,506) (6,768)

Net income (loss) per share attributable to Uber Technologies, Inc.

common stockholders:

Basic and diluted net income (loss) per common share:

Continuing operations $ (7.89) $ (9.46) $ — $ (6.81) $ (3.86)

Discontinued operations 6.99 — — — —

Basic and diluted net income (loss) per common share $ (0.90) $ (9.46) $ — $ (6.81) $ (3.86)

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:

Basic 411,501 426,360 443,368 1,248,353 1,752,960

Diluted 411,501 426,360 478,999 1,248,353 1,752,960

(1) On January 1, 2017, we adopted ASC 606 on a full retrospective basis.

Accordingly, our audited consolidated financial statements for 2016 were recast to conform to ASC 606.

(2) The presentation of our revenue and cost of revenue, exclusive of depreciation and amortization for 2016, 2017, 2018, and 2019 has been retrospectively adjusted to reflect the implementation of our new accounting policy adopted in the fourth quarter of 2020.

There was no net impact to loss from operations, net income (loss) attributable to Uber Technologies, Inc., or net income (loss) per share for any periods presented.

Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K for further information on the change in accounting policy and related effect of the change for 2018, 2019 and 2020.

The change had the effect of reducing revenue by $507 million and $530 million for 2016 and 2017, and increasing cost of revenue, exclusive of depreciation and amortization, by the same amounts.

(3) Total costs and expenses include $128 million, $137 million, $172 million, $4.6 billion and $827 million of stock-based compensation for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively.

For the year ended December 31, 2019, total costs and expenses included $3.6 billion of stock-based compensation expense for awards with a performance-based vesting condition satisfied upon our IPO.

For the year ended December 31, 2020, stock-based compensation expense includes a $111 million reversal, included in and offsetting stock-based compensation expense, related to forfeitures of awards for employees that were part of the second quarter 2020 restructuring.

For additional information, see Note 11 - Stockholders' Equity to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(4) Income (loss) from continuing operations before income taxes and loss from equity method investments in 2018 includes a $2.3 billion gain on the sale of our Southeast Asia operations, a $2.0 billion unrealized gain on our non-marketable equity securities related to Didi and a $954 million gain on the disposal of our Uber Russia and the Commonwealth of Independent States (“Russia/CIS”) operations.

Income (loss) from continuing operations before income taxes and loss from equity method investments in 2020 includes (i) $362 million in restructuring and related charges and (ii) an impairment charge of $1.7 billion primarily related to our investment in Didi.

For additional information, see Note 10 - Supplemental Financial Statement Information and Note 20 – Restructuring and Related Charges to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(5) In 2016, income from discontinued operations, net of income taxes reflects a gain on disposition of discontinued operations related to the divestiture of Uber China, partially offset by the loss from operations from Uber China.

(6) For a description of our computation of basic and diluted net income (loss) per common share see Note 1 - Description of Business and Summary of Significant Accounting Policies and Note 13 - Net Income (Loss) Per Share to our consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

As of December 31,

2017 2018 2019 (2), (3)

(Unaudited) (Unaudited) (Unaudited)

(In millions)

Consolidated Balance Sheet Data:

Cash and cash equivalents $ 6,241 $ 4,393 $ 6,406 $ 10,873 $ 5,647

Short-term investments — — — 440 1,180

Working capital (5)

4,589 2,990 4,399 8,286 3,017

Total assets 15,713 15,426 23,988 31,761 33,252

Long-term debt, net of current portion 3,087 3,048 6,869 5,707 7,560

Redeemable convertible preferred stock warrant liability 211 125 52 — —

Total liabilities 9,198 11,773 17,196 16,578 19,498

Redeemable convertible preferred stock 11,111 12,210 14,177 — —

Additional paid-in capital 209 320 668 30,739 35,931

Accumulated deficit (4,806) (8,874) (7,865) (16,362) (23,130)

Total stockholders’ equity (deficit) (4,596) (8,557) (7,385) 14,872 12,967

(1) On January 1, 2017, we adopted ASC 606 on a full retrospective basis.

Accordingly, our audited consolidated financial statements for 2016 were recast to conform to ASC 606.

(2) On January 1, 2019, we adopted ASC 842, “Leases” (“ASC 842”) using the modified retrospective transition method and used the effective date as the date of initial application.

Consequently, financial information is not updated for periods before January 1, 2019.

For additional information, see Note 1 - Description of Business and Summary of Significant Accounting Policies included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(3) On May 14, 2019, we closed our IPO, issued and sold 180 million shares of our common stock and received net proceeds of approximately $8.0 billion.

Upon closing of the IPO, (i) all our outstanding redeemable convertible preferred stock automatically converted to common stock;

(ii) holders of convertible notes elected to convert all outstanding notes into common stock;

and, (iii) an outstanding warrant (exercisable upon the closing of the IPO) was exercised to purchase common stock.

For additional information, see Note 11 - Stockholders' Equity included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(4) During 2020, we completed the acquisitions of Careem, Cornershop (excluding operations in Mexico), Routematch and Postmates.

For additional information, see Note 18 – Business Combinations included in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

(5) Working capital is defined as total current assets less total current liabilities.

See our audited consolidated financial statements and the related notes included in this Annual Report on Form 10-K for further details regarding our current assets and current liabilities as of December 31, 2019 and 2020.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity