SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 7.01.||Regulation FD Disclosure.|
On December 1, 2020, Uber Technologies, Inc. (the “Company”) issued a press release announcing the completion of its acquisition of Postmates Inc. (“Postmates”) in an all-stock transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
For the quarter ending December 31, 2020, the Company estimates that Postmates would contribute approximately $350 million to $400 million to Delivery Gross Bookings(1) and increase Delivery Adjusted EBITDA(2) loss by approximately $7 million to $12 million.
|(1)||The Company defines Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of Mobility and New Mobility rides, Delivery meal and grocery deliveries, and amounts paid by Freight shippers, in each case without any adjustment for consumer discounts and refunds, Driver and merchant earnings, and Driver incentives. Gross Bookings do not include tips earned by Drivers.|
|(2)||The Company defines each segment’s Adjusted EBITDA as segment revenue less the following direct costs and expenses of that segment: (i) cost of revenue, exclusive of depreciation and amortization; (ii) operations and support; (iii) sales and marketing; (iv) research and development; and (v) general and administrative.|
The information set forth under this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.
This Form 8-K contains “forward-looking” statements regarding the Company’s 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 the Company’s 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: risks and uncertainties related to the Company’s acquisition of Postmates, including the costs, expenses or difficulties related to the acquisition of Postmates, including the integration of Postmates’ business; failure to realize the expected benefits and synergies of the transaction in the expected time frame or at all; the potential impact of the consummation of the transaction on relationships with employees, customers, suppliers and other business partners; the risk of litigation or regulatory actions; inability to retain key personnel; changes in legislation or government regulations affecting the Company; economic, financial, social or political conditions that could adversely affect the Company; and developments in the COVID-19 pandemic and the resulting impact on the Company’s business and operations. 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 the Company’s Annual Report on Form 10-K, filed with the SEC on March 2, 2020, and in any subsequent Form 10-Qs and Form 8-Ks filed with the SEC. 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 the Company believes 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 the Company on the date hereof. The Company undertakes no duty to update this information unless required by law.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release dated December 1, 2020.|
|104||The cover page of this Current Report on Form 8-K is formatted in Inline XBRL.|
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: December 1, 2020||By:||/s/ Dara Khosrowshahi|
|Chief Executive Officer|