UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2020
____________________________________________
UBER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
____________________________________________
| Delaware | 001-38902 | 45-2647441 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1455 Market Street, 4th Floor
San Francisco, California 94103
(Address of principal executive offices, including zip code)
(415) 612-8582
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o
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 standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | UBER | New York Stock Exchange |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On January 21, 2020, Uber Technologies, Inc. (“Uber”) completed the divestiture of its food delivery business in India (“Uber Eats India”) pursuant to an asset transfer agreement between Uber, Uber’s wholly-owned subsidiary, Uber India Systems Private Limited (“Seller”), and Zomato Media Private Limited (“Zomato”). Zomato acquired all of Seller’s right, title and interest in Uber Eats India in exchange for (i) compulsorily convertible cumulative preference shares of Zomato convertible into ordinary shares representing, when converted, 9.99% of the total voting capital of Zomato and (ii) approximately $35 million in cash for reimbursement by Zomato of goods and services tax.
| Item 2.02 | Results of Operations and Financial Condition. |
Selected unaudited quarterly condensed statements of operations data, key metrics and non-GAAP financial measures for Uber Eats India for each of the three quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 are furnished as Exhibit 99.1 of this Current Report on Form 8-K and are incorporated herein by reference.
"Today, we announced the sale of our Uber Eats business in India to Zomato. It is another proof point - following our decision to exit Uber Eats South Korea in October 2019 - of our commitment to take a hard look at Eats markets where we do not have a path to leadership," said Nelson Chai, CFO. "At least some of the investment that we would have otherwise made in India will now be redeployed to other countries we serve where we believe we have a clear path to #1 or #2. We expect Uber Eats India's adjusted EBITDA performance in Q4 2019 to be comparable to Q3 2019's. We look forward to providing further financial details on our Q4 2019 earnings call."
This Form 8-K contains forward-looking statements regarding our future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipate," "expect," "will," or "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: our strategy, competition, managing our growth and corporate culture, financial performance, investments in new products or offerings, our ability to attract drivers, consumers and other partners to our platform, our brand and reputation and other legal and regulatory developments. In addition, other potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 13, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. All information provided in this Form 8-K is as of the date hereof and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Form 8-K, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of Uber is included as Exhibit 99.2 of this Current Report on Form 8-K and is incorporated herein by reference:
(i) Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2019 and the fiscal year ended December 31, 2018.
(ii) Unaudited pro forma condensed consolidated balance sheet as of September 30, 2019.
(iii) Notes to the unaudited pro forma condensed consolidated financial statements.
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 99.1 | Unaudited Quarterly Supplemental Information of Uber Eats India. | |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements of Uber Technologies, Inc. | |
| 104 | The cover page of this Current Report on Form 8-K is formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UBER TECHNOLOGIES, INC. | |
| Date: January 21, 2020 | By: /s/ Dara Khosrowshahi |
| Dara Khosrowshahi | |
| Chief Executive Officer |
UBER
TECHNOLOGIES, INC.
SUPPLEMENTAL INFORMATION
The following tables set forth selected Uber Eats India unaudited quarterly condensed statements of operations data, key metrics and non-GAAP financial measures for the three quarters ended March 31, 2019, June 30, 2019 and September 30, 2019. The unaudited quarterly statements of operations data for each of these quarters has been derived from Uber’s historical unaudited condensed consolidated financial statements included in Uber’s quarterly reports on Form 10-Q. This data should be read in conjunction with Uber’s quarterly reports on Form 10-Q for such periods.
UBER EATS INDIA FINANCIAL AND OPERATIONAL HIGHLIGHTS
| Three Months Ended | ||||||||||||
| (in millions) |
March 31,
2019 |
June 30,
2019 |
September 30,
2019 |
|||||||||
| Monthly Active Platform Consumers (“MAPCs”)(1) | 3 | 3 | 2 | |||||||||
| Trips | 38 | 42 | 37 | |||||||||
| Gross Bookings | $ | 93 | $ | 110 | $ | 103 | ||||||
| Revenue | $ | 2 | $ | 6 | $ | 20 | ||||||
| Adjusted Net Revenue | $ | (47 | ) | $ | (29 | ) | $ | (4 | ) | |||
| Operating loss attributable to Uber Eats India | $ | (97 | ) | $ | (86 | ) | $ | (61 | ) | |||
| Adjusted EBITDA | $ | (94 | ) | $ | (82 | ) | $ | (59 | ) | |||
| (1) Reflects MAPCs only active on Uber Eats in India | ||||||||||||
UBER EATS INDIA QUARTERLY UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| Three Months Ended | ||||||||||||
| (in millions) |
March 31,
2019 |
June 30,
2019 |
September 30,
2019 |
|||||||||
| Revenue | $ | 2 | $ | 6 | $ | 20 | ||||||
| Costs and expenses | ||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 54 | 40 | 28 | |||||||||
| Operations and support | 13 | 14 | 12 | |||||||||
| Sales and marketing | 28 | 35 | 39 | |||||||||
| Research and development | 1 | 1 | 1 | |||||||||
| General and administrative | — | — | — | |||||||||
| Depreciation and amortization | 3 | 2 | 1 | |||||||||
| Total costs and expenses | 99 | 92 | 81 | |||||||||
| Loss from operations | $ | (97 | ) | $ | (86 | ) | $ | (61 | ) | |||
Reconciliations of Non-GAAP Financial Measures
| Three Months Ended | ||||||||||||
| (in millions) |
March 31,
2019 |
June 30,
2019 |
September 30,
2019 |
|||||||||
| Uber Eats India Adjusted Net Revenue reconciliation: | ||||||||||||
| Uber Eats India Revenue | $ | 2 | $ | 6 | $ | 20 | ||||||
| Deduct: | ||||||||||||
| Excess Driver incentives | (49 | ) | (35 | ) | (24 | ) | ||||||
| Driver referrals | — | — | — | |||||||||
| Uber Eats India Adjusted Net Revenue | $ | (47 | ) | $ | (29 | ) | $ | (4 | ) | |||
| Three Months Ended | ||||||||||||
| (in millions) |
March 31,
2019 |
June 30,
2019 |
September 30,
2019 |
|||||||||
| Uber Eats India Adjusted EBITDA reconciliation: | ||||||||||||
| Uber Eats India Loss from Operations | $ | (97 | ) | $ | (86 | ) | $ | (61 | ) | |||
| Add: | ||||||||||||
| Stock based compensation expense | — | 2 | 1 | |||||||||
| Depreciation and amortization | 3 | 2 | 1 | |||||||||
| Uber Eats India Adjusted EBITDA | $ | (94 | ) | $ | (82 | ) | $ | (59 | ) | |||
Non-GAAP Financial Measures
We collect and analyze operating and financial data to evaluate the health of our business and assess our performance. In addition to revenue, loss from operations, and other results under GAAP, we disclose Uber Eats India Adjusted Net Revenue and Uber Eats India Adjusted EBITDA to provide information about the impact of the divested operations on our consolidated Adjusted Net Revenue and Adjusted EBITDA that we use to evaluate our business and its operating performance. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Our calculation of these non-GAAP financial measures may differ from similarly-titled non-GAAP measures, if any, reported by our peer companies. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.
Adjusted Net Revenue
We define Uber Eats India Adjusted Net Revenue as revenue from Uber Eats India less (i) excess Driver incentives and (ii) Driver referrals, in each ease, from Uber Eats India. We disclose Uber Eats India Adjusted Net Revenue to provide information about the impact of the divested operations on our consolidated Adjusted Net Revenue as we believe that this latter measure is informative of our top line performance because it measures the total net financial activity reflected in the amount earned by us after taking into account all Driver and restaurant earnings, Driver incentives, and Driver referrals. We include the impact of these amounts in Adjusted Net Revenue as it is useful to evaluate how increasing or decreasing incentives would impact our top line performance. For additional information about Driver incentives and Driver referrals, please refer to our quarterly report on Form 10-Q for the nine months ended September 30, 2019. Uber Eats India Adjusted Net Revenue has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for revenue from Uber Eats India prepared in accordance with GAAP.
Adjusted EBITDA
We define Uber Eats India Adjusted EBITDA as net income (loss) from Uber Eats India operations excluding (i) depreciation and amortization and stock-based compensation expense. We have included Uber Eats India Adjusted EBITDA in this Form 8-K because it provides information about the impact of the divested operations on our consolidated Adjusted EBITDA that is a key measure used by our management team to evaluate operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses. Accordingly, we believe that Uber Eats India Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses.
Uber Eats India Adjusted EBITDA has limitations as a financial measure, including because it excludes (i) certain recurring, non-cash charges, such as depreciation of property and equipment and amortization of intangible assets, and although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future; and (ii) stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.
UBER
TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
On January 21, 2020, Uber Technologies, Inc. (“Uber”) completed the divestiture of Uber’s food delivery operations in India (“Uber Eats India”) pursuant to a definitive agreement with Zomato Media Private Limited (“Zomato”) in exchange for compulsorily convertible cumulative preference shares of Zomato convertible into ordinary shares representing, when converted, 9.99% of the voting capital of Zomato.
Basis of Presentation
The following unaudited pro forma condensed consolidated financial statements were derived from our historical consolidated financial statements and are being presented to give effect to the following:
| (i) | the divestiture of the Uber Eats India (“the Divestiture”) operations’ financial results to reflect our continuing operations; and |
| (ii) | the components of the consideration received in the Divestiture and the resulting gain from the Divestiture. |
The unaudited pro forma condensed consolidated financial statements are based on currently available information and assumptions that management believes are reasonable. The pro forma adjustments reflect the impact of events directly attributable to the Divestiture, that are factually supportable, and for purposes of the unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on Uber.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2018 and the nine months ended September 30, 2019 reflect our results of operations as if the Divestiture had occurred on January 1, 2018. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2019 gives effect to the Divestiture as if it had occurred on that date.
The unaudited pro forma condensed consolidated financial statements are intended for illustrative purposes only, and do not necessarily indicate our results of operations that would have been achieved if the Divestiture had occurred on January 1, 2018, nor is it indicative of our future results of operations or balance sheet had the Divestiture been completed on the dates assumed.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with:
| ● | Our audited consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2018, included in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 13, 2019; and |
| ● | Our unaudited condensed consolidated financial statements, the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. |
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| For the Nine Months Ended September 30, 2019 | ||||||||||||
|
Uber
Technologies, Inc. |
Divestiture of
Uber Eats India |
Pro Forma | ||||||||||
| Revenue | $ | 10,078 | $ | (28 | )(a) | $ | 10,050 | |||||
| Costs and expenses | ||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 5,281 | (122 | )(a) | 5,159 | ||||||||
| Operations and support | 1,796 | (39 | )(a) | 1,757 | ||||||||
| Sales and marketing | 3,375 | (102 | )(a) | 3,273 | ||||||||
| Research and development | 4,228 | (3 | )(a) | 4,225 | ||||||||
| General and administrative | 2,652 | — | 2,652 | |||||||||
| Depreciation and amortization | 371 | (6 | )(a) | 365 | ||||||||
| Total costs and expenses | 17,703 | (272 | ) | 17,431 | ||||||||
| Loss from operations | (7,625 | ) | 244 | (7,381 | ) | |||||||
| Interest expense | (458 | ) | — | (458 | ) | |||||||
| Other income, net | 707 | — | 707 | |||||||||
| Income (loss) before income taxes and loss from equity method investment | (7,376 | ) | 244 | (7,132 | ) | |||||||
| Provision for income taxes | 20 | — | (b) | 20 | ||||||||
| Loss from equity method investment, net of tax | (25 | ) | — | (25 | ) | |||||||
| Net income (loss) including non-controlling interests | (7,421 | ) | 244 | (7,177 | ) | |||||||
| Less: net loss attributable to non-controlling interest, net of tax | (11 | ) | — | (11 | ) | |||||||
| Net income (loss) attributable to Uber Technologies, Inc. | $ | (7,410 | ) | $ | 244 | $ | (7,166 | ) | ||||
| Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders: | ||||||||||||
| Basic | $ | (6.79 | ) | $ | (6.56 | ) | ||||||
| Diluted | $ | (6.79 | ) | $ | (6.56 | ) | ||||||
| Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||||||||||
| Basic | 1,092,241 | 1,092,241 | ||||||||||
| Diluted | 1,092,241 | 1,092,241 | ||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| For the Year Ended December 31, 2018 | ||||||||||||
|
Uber
Technologies, Inc. |
Divestiture of
Uber Eats India |
Pro Forma | ||||||||||
| Revenue | $ | 11,270 | $ | 1 | (a) | $ | 11,271 | |||||
| Costs and expenses | ||||||||||||
| Cost of revenue, exclusive of depreciation and amortization shown separately below | 5,623 | (78 | )(a) | 5,545 | ||||||||
| Operations and support | 1,516 | (19 | )(a) | 1,497 | ||||||||
| Sales and marketing | 3,151 | (39 | )(a) | 3,112 | ||||||||
| Research and development | 1,505 | (1 | )(a) | 1,504 | ||||||||
| General and administrative | 2,082 | — | 2,082 | |||||||||
| Depreciation and amortization | 426 | (1 | )(a) | 425 | ||||||||
| Total costs and expenses | 14,303 | (138 | ) | 14,165 | ||||||||
| Loss from operations | (3,033 | ) | 139 | (2,894 | ) | |||||||
| Interest expense | (648 | ) | — | (648 | ) | |||||||
| Other income, net | 4,993 | — | 4,993 | |||||||||
| Income before income taxes and loss from equity method investment | 1,312 | 139 | 1,451 | |||||||||
| Provision for income taxes | 283 | — | (b) | 283 | ||||||||
| Loss from equity method investment, net of tax | (42 | ) | — | (42 | ) | |||||||
| Net income including redeemable non-controlling interest | 987 | 139 | 1,126 | |||||||||
| Less: net loss attributable to redeemable non-controlling interest, net of tax | (10 | ) | — | (10 | ) | |||||||
| Net income attributable to Uber Technologies, Inc. | $ | 997 | $ | 139 | $ | 1,136 | ||||||
| Net income per share attributable to Uber Technologies, Inc. common stockholders: | ||||||||||||
| Basic | $ | — | $ | 0.03 | (c) | |||||||
| Diluted | $ | — | $ | 0.02 | (c) | |||||||
| Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||||||||||
| Basic | 443,368 | 443,368 | ||||||||||
| Diluted | 478,999 | 478,999 | ||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
UBER TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in millions, except share amounts which are reflected in thousands, and per share amounts)
| As of September 30, 2019 | ||||||||||||||||
| Pro Forma Adjustments | ||||||||||||||||
|
Uber
Technologies, Inc. |
Divestiture of
Uber Eats India |
Other | Pro Forma | |||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 12,650 | $ | — | $ | — | $ | 12,650 | ||||||||
| Restricted cash and cash equivalents | 33 | — | — | 33 | ||||||||||||
| Accounts receivable, net of allowance of $34 and $39, respectively | 1,154 | (4 | )(a) | — | 1,150 | |||||||||||
| Prepaid expenses and other current assets | 1,316 | (2 | )(a) | — | 1,314 | |||||||||||
| Total current assets | 15,153 | (6 | ) | — | 15,147 | |||||||||||
| Restricted cash and cash equivalents | 1,958 | — | — | 1,958 | ||||||||||||
| Investments | 10,412 | — | 172 | (d) | 10,584 | |||||||||||
| Equity method investments | 1,393 | — | — | 1,393 | ||||||||||||
| Property and equipment, net | 1,537 | — | — | 1,537 | ||||||||||||
| Operating lease right-of-use assets | 1,538 | — | — | 1,538 | ||||||||||||
| Intangible assets, net | 74 | — | — | 74 | ||||||||||||
| Goodwill | 167 | — | — | 167 | ||||||||||||
| Other assets | 60 | — | — | 60 | ||||||||||||
| Total assets | $ | 32,292 | $ | (6 | ) | $ | 172 | $ | 32,458 | |||||||
| Liabilities, mezzanine equity and stockholders’ equity | ||||||||||||||||
| Accounts payable | $ | 126 | $ | — | $ | — | $ | 126 | ||||||||
| Short-term insurance reserves | 1,023 | — | — | 1,023 | ||||||||||||
| Operating lease liabilities, current | 197 | — | — | 197 | ||||||||||||
| Accrued and other current liabilities | 4,026 | (10 | )(a) | 21 | (e)(f) | 4,037 | ||||||||||
| Total current liabilities | 5,372 | (10 | ) | 21 | 5,383 | |||||||||||
| Long-term insurance reserves | 2,271 | — | — | 2,271 | ||||||||||||
| Long-term debt, net of current portion | 5,711 | — | — | 5,711 | ||||||||||||
| Operating lease liabilities, non-current | 1,459 | — | — | 1,459 | ||||||||||||
| Other long-term liabilities | 1,428 | — | 12 | (f) | 1,440 | |||||||||||
| Total liabilities | 16,241 | (10 | ) | 33 | 16,264 | |||||||||||
| Mezzanine equity | ||||||||||||||||
| Redeemable non-controlling interest | 309 | — | — | 309 | ||||||||||||
| Stockholders’ equity | ||||||||||||||||
| Common stock, $0.00001 par value, 2,696,114 and 5,000,000 shares authorized, 457,189 and 1,703,630 shares issued and outstanding, respectively | — | — | — | — | ||||||||||||
| Additional paid-in capital | 30,513 | — | — | 30,513 | ||||||||||||
| Accumulated other comprehensive loss | (185 | ) | — | — | (185 | ) | ||||||||||
| Accumulated deficit | (15,266 | ) | — | 143 | (g) | (15,123 | ) | |||||||||
| Total stockholders’ equity | 15,062 | — | 143 | 15,205 | ||||||||||||
| Non-redeemable non-controlling interests | 680 | — | — | 680 | ||||||||||||
| Total equity | 15,742 | — | 143 | 15,885 | ||||||||||||
| Total liabilities, mezzanine equity and equity | $ | 32,292 | $ | (10 | ) | $ | 176 | $ | 32,458 | |||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The
pro forma adjustments are based on estimates and assumptions that management believes are reasonable. These pro forma adjustments
include those adjustments that are directly attributable to the Divestiture, factually supportable, and for purposes of the unaudited
pro forma condensed consolidated statements of operations, expected to have a continuing impact. These pro forma adjustments are
described below:
| (a) | Represents the operations, assets and liabilities of Uber Eats India (excluding corporate overhead expenses not specifically related to Uber Eats India). |
Unaudited Pro Forma Condensed
Consolidated Statements of Operations
| (b) | The income tax impact on the pro forma adjustments is not material due to the pre-tax loss position of the Uber Eats India operations. |
| (c) |
The
following table reflects the calculation of net income and pro forma net income attributable to common stockholders for use in
the determination of net income and pro forma net income per share, respectively, for the year ended December 31, 2018 (in millions):
|
| For the Year Ended December 31, 2018 | ||||||||
|
Uber
Technologies, Inc. |
Pro Forma | |||||||
| Net income attributable to Uber Technologies, Inc. common shareholders: | ||||||||
| Net income including non-controlling interests | $ | 987 | $ | 1,126 | ||||
| Less: net loss attributable to redeemable non-controlling interest, net of tax | 10 | 10 | ||||||
| Less: noncumulative dividends to preferred stockholders | (997 | ) | (1,100 | ) | ||||
| Less: undistributed earnings to participating securities | — | (24 | ) | |||||
| Net income attributable to common stockholders - basic and diluted | $ | — | $ | 12 | ||||
Unaudited Pro Forma Condensed
Consolidated Balance Sheet
| (d) | Represents the estimated fair value of the consideration received upon completion of the Divestiture. |
| (e) | The amount reflects $11 million of accrued expenses related to the estimated transaction costs associated with the Divestiture and $4 million related to the settlement of outstanding assets and liabilities of the Uber Eats India operations that are not transferred in the Divestiture. | |
| (f) | Represents $18 million of consideration received and allocated to a three year trademark license granted to Zomato in connection with the Divestiture, of which $6 million is included in accrued and other current liabilities and $12 million is included in other long-term liabilities. This amount will be recognized on a straight-line basis over the term of the license in other income, net in the consolidated statements of operations. |
| (g) | The estimated gain on the Divestiture of $143 million, net of tax, is reflected in accumulated deficit. The estimated gain on the Divestiture has not been reflected in the unaudited pro forma condensed consolidated statements of operations. The actual net gain on the transaction will be recorded in our financial statements for the first quarter of 2020 and may differ from the current estimate. |