Uber Technologies, Inc., Form 8-K, Costs Associated with Exit or Disposal Activities (May 18, 2020)

Summary

Current report on Form 8-K of Uber Technologies, with a date of earliest event reported of May 18, 2020, under Item 2.05, Costs Associated with Exit or Disposal Activities. It says the company announced plans to further reduce its operating expenses in response to the economic challenges and uncertainty resulting from the COVID-19 pandemic, and expects to reduce its workforce by approximately 3,000 full-time employee roles. The company estimates that it will incur approximately $175 million to $220 million of charges, including approximately $110 million to $140 million for severance and other termination benefits. It also quotes Dara Khosrowshahi, CEO, on resizing the company, and the signature block names Khosrowshahi as Chief Executive Officer.

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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): May 18, 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 2.05 Costs Associated with Exit or Disposal Activities.

On May 18, 2020, Uber Technologies, Inc. (the “Company”)
announced plans to further reduce its operating expenses in response to the economic challenges and uncertainty resulting from
the COVID-19 pandemic and its impact on the Company’s business. As part of this restructuring, the Company expects to reduce
its workforce by approximately 3,000 full-time employee roles. In connection with these actions, the Company estimates that it
will incur approximately $175 million to $220 million of charges. These estimated costs include approximately $110 million to $140
million related to severance and other termination benefits (excluding stock-based compensation expense), and up to approximately
$65 million to $80 million related to site closures, including approximately $25 million to $30 million for write-offs of the leasehold improvements related to site closures. These charges are primarily cash-based, and the majority are expected to be
recognized in the second quarter of 2020.

In addition, on May 6, 2020, the
Company previously announced plans to reduce its customer support and recruiting teams by approximately 3,700 full-time
employee roles. In connection with these actions, the Company estimates that it will incur approximately $35 million to $40
million of charges related to severance and other termination benefits (excluding stock-based compensation expense).

The actions described above,
together with actions already taken to reduce the Company’s overall cost structure, were designed to generate an
aggregate cost savings of at least $1 billion annually versus the Company’s original Q4 2020 planned cost structure. We do not
believe these cost-saving measures will impair our ability to conduct any of our key business functions. There is no
guarantee that we will achieve the cost savings that we expect.

In connection with the foregoing, all members of the Company’s
Board of Directors agreed to forego 100% of their annual cash retainer for serving on the Board for the remainder of 2020.

In a statement, Dara Khosrowshahi, CEO, said: “Given
the dramatic impact of the pandemic, and the unpredictable nature of any eventual recovery, we are concentrating our efforts on
our core mobility and delivery platforms and resizing our company to match the realities of our business. That’s led us to
some painful decisions today: we are stopping some of our non-core investments and reducing the size of our workforce by around
3,000 people, each of whom I want to personally thank for their contributions to Uber. As I said to our teams today, we are making
these hard choices now so that we can move forward and begin to build again with confidence.”

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: developments in the COVID-19 pandemic and the resulting impact on our business and operations, our strategy,
potential cost savings and potential long term benefits from the restructuring plan described above, 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 Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2020 and in any subsequent filings with the
Securities and Exchange Commission. 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.

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:
 May 18, 2020 | By:
 /s/ Dara Khosrowshahi
Dara
 Khosrowshahi
Chief
 Executive Officer

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