v3.19.3

Non-Controlling Interest | 9 Months Ended
--- | ---
Sep. 30, 2019
Noncontrolling Interest [Abstract] |
Non-Controlling Interest | Note 17 - Non-Controlling Interests As of September 30, 2019, the Company’s redeemable non-controlling interests are comprised of SoftBank’s Preferred Units investment and the minority stockholders ownership in Freight Holding. The redeemable non-controlling interests are classified in mezzanine equity as each are redeemable on an event that is not solely in the control of the Company. The redeemable non-controlling interests are reported at the greater of redemption amount or initial investment amount and remeasured to fair value each reporting period with changes in the carrying value recognized in additional paid-in capital when it is probable that each will become redeemable. The minority stockholders ownership in Freight Holding is not remeasured to fair value because it is currently not probable that the Preferred Units will become redeemable. See below for further information. As of September 30, 2019, the non–redeemable non–controlling interests represent Toyota and DENSO's Preferred Unit investments. The n on-redeemable non-controlling interests are classified in permanent equity as no optional or mandatory redemption right is present. See below for further information. ATG Investment: Preferred Unit Purchase Agreement In April 2019, Apparate, a subsidiary of the Company formed on April 8, 2019, entered into a Preferred Unit Purchase Agreement with SoftBank, Toyota, and DENSO (collectively “the Investors”) for purchase by the Investors of Class A Preferred Units (“Preferred Units”) in Apparate. On July 2, 2019, at the closing as contemplated by the Preferred Unit Purchase Agreement, Apparate issued 1.0 million Preferred Units at $1,000 per unit to the Investors for an aggregate consideration of $1.0 billion ($400 million from Toyota, $333 million from SoftBank, and $267 million from DENSO). The Preferred Units represented an aggregate 13.8% initial ownership interest in Apparate on an as-converted basis. The Company retains the remaining 86.2% ownership interest following the closing of the Preferred Units Purchase Agreement. SoftBank and Toyota are existing investors in the Company. At the option of the Investors, the Preferred Units are convertible into common units of Apparate, initially on a one-for-one basis but subject to potential adjustment, as defined by the Preferred Unit Purchase Agreement at any time. The Preferred Units are entitled to certain distributions, including primarily dividends which are payable in cash or in-kind (at Apparate's discretion), and accrue quarterly, compounded on the last day of each quarter at a 4.5% annual rate. The Preferred Units are entitled to distributions upon the occurrence of a sale or liquidation of Apparate representing an amount that is equal to the greater of (i) the original investment plus any accrued but unpaid amounts, and (ii) their share of distributions assuming conversion to common units of Apparate immediately prior to the sale or liquidation event. The quarterly dividend, along with any attributed prorated share of Apparate’s net income (if applicable), are included in net income (loss) attributable to non-controlling interests, net of tax in the Company’s condensed consolidated statements of operations. The Preferred Units do not participate in net losses due to a liquidation preference. SoftBank’s Preferred Units Beginning on July 2, 2026, SoftBank has the option to put to the Company all, but not less than all, of its initial investment in Preferred Units at a price equal to the number of SoftBank’s Preferred Units multiplied by the greater of (i) the original investment plus any accrued but unpaid amounts per unit and (ii) the fair value of the Preferred Units at the time of conversion (the “Put/Call Price”). Beginning on July 2, 2026, the Company can call all, but not less than all, of the Preferred Units held by SoftBank at the Put/Call Price. The Company has the option to settle all, or a portion of, the Put/Call Price with its common stock and any remainder will be satisfied in cash. The put and call were determined to be embedded features within the SoftBank Preferred Units since they are not separately exercisable or legally detached from the SoftBank Preferred Units. As of September 30, 2019, the SoftBank Preferred Units are classified as redeemable non-controlling interests in the Company’s condensed consolidated financial statements and reported at the Put/Call Price. The Put/Call Price is determined as of each balance sheet date. The fair value of SoftBank’s Preferred Units is determined based on a hybrid method with the option pricing model as the primary methodology. This method uses Level 3 fair value measurement inputs as well as an assumed equal probability of the occurrence of a liquidation or exit event. The significant unobservable inputs used in the fair value measurement include: volatility of 42%, time to liquidity of 5 years, and a discount for lack of marketability of 17%. A market approach was also used to corroborate the valuation derived from the hybrid method at issuance to evidence that the issuance price of the Preferred Units approximated their fair value. Fair value adjustments to SoftBank’s redeemable non-controlling interest, if applicable, are recorded as a deemed dividend that reduces additional paid-in capital (in the absence of retained earnings) and reduce net income (or increase net loss) attributable to Uber Technologies, Inc. Toyota and DENSO’s Preferred Units The Toyota and DENSO Preferred Units are classified in permanent equity as non-controlling interests as these units are not subject to any mandatory redemption rights or redemption rights that are outside the control of the Company. ATG Collaboration Agreement with Apparate, Toyota and DENSO In conjunction with the Preferred Unit Purchase Agreement discussed above, the Company entered into a three-year joint collaboration agreement among Toyota, DENSO, and Apparate to develop next-generation self-driving technology (the “ATG Collaboration Agreement”), which became effective as of the closing of the Preferred Unit Purchase Agreement in July 2019. Pursuant to the ATG Collaboration Agreement, Toyota will make cash payments to Apparate up to an aggregate of $300 million, payable in six semi-annual installments during the three-year term of the ATG Collaboration Agreement. The cash payments for each six-month period are contingent upon the mutual agreement between the parties on the development activities and milestones to be achieved in the next six months and the continuation of the ATG Collaboration Agreement. The agreement is within the scope of ASC 808, Collaborative Arrangements. The development activities are considered ongoing and central to the activities of ATG. As a result, the amounts received from Toyota will be recognized as collaboration revenue in the ATG and Other Technology Programs segment ratably over the respective six-month service period to which the payment relates, as the related development activities are performed. During the three months ended September 30, 2019, the first $50 million cash installment was received, of which $17 million was recognized as revenue. JUMP As of December 31, 2018, the Company owned 100% of the issued and outstanding capital stock of its subsidiary that operates its JUMP e-bike and e-scooter products, or 81% on a fully-diluted basis if all shares reserved for issuance under its JUMP employee incentive plan were issued and outstanding. In April 2019, the JUMP employee incentive plan was terminated and the JUMP subsidiary became a wholly-owned subsidiary of the Company. All unvested and unexercised equity awards under the terminated JUMP employee incentive plan were canceled. Certain JUMP employees who held such unvested and unexercised equity awards under the terminated JUMP employee incentive plan received grants of the Company’s RSUs pursuant to the 2013 Plan. The fair value of the RSU grants and the impact on the Company’s financial statements were not material. Freight Holding As of December 31, 2018 and September 30, 2019, the Company owned 89% of the issued and outstanding capital stock of its subsidiary Freight Holding, or 80% on a fully-diluted basis if all shares reserved for issuance under the Company’s Freight Holding employee incentive plan were issued and outstanding. The minority stockholders of the Company’s subsidiary Freight Holding, including any holders of equity awards issued under the employee equity incentive plans and employees who hold fully vested shares, have put rights to sell certain of their equity interests at fair value to the Company at specified periods of time that terminates upon the earliest of the closing of a liquidation transaction or an IPO of the subsidiary. Should the put rights be exercised, they can be satisfied in either cash, Uber stock, or a combination of cash and Uber stock based upon the Company’s election. The Company attributes the pro rata share of the Freight Holding’s net income or loss to the redeemable non-controlling interests based on the outstanding ownership of the minority shareholders during the period.

X
- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -URI http://asc.fasb.org/topic&trid=2197479 + Details
Name: | us-gaap_MinorityInterestDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_NoncontrollingInterestAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration