Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41805 | |
Entity Registrant Name | MAPLEBEAR INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-0723335 | |
Entity Address, Address Line One | 50 Beale Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 888 | |
Local Phone Number | 246-7822 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CART | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 260,804,661 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001579091 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,434 | $ 2,137 |
Short-term marketable securities | 9 | 49 |
Accounts receivable, net of allowance of $4 and $5, respectively | 888 | 853 |
Restricted cash and cash equivalents, current | 128 | 137 |
Prepaid expenses and other current assets | 126 | 129 |
Total current assets | 2,585 | 3,305 |
Restricted cash and cash equivalents, noncurrent | 19 | 19 |
Property and equipment, net | 174 | 135 |
Operating lease right-of-use assets | 26 | 31 |
Intangible assets, net | 64 | 77 |
Goodwill | 318 | 318 |
Deferred tax assets, net | 802 | 830 |
Other assets | 39 | 12 |
Total assets | 4,027 | 4,727 |
Current liabilities: | ||
Accounts payable | 57 | 72 |
Accrued and other current liabilities | 466 | 451 |
Operating lease liabilities, current | 13 | 13 |
Deferred revenue | 214 | 197 |
Total current liabilities | 750 | 733 |
Operating lease liabilities, noncurrent | 19 | 27 |
Other long-term liabilities | 37 | 40 |
Total liabilities | 806 | 800 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 24,167 shares authorized as of December 31, 2023 and June 30, 2024; zero shares issued and outstanding as of December 31, 2023 and June 30, 2024 | 0 | 0 |
Common stock, $0.0001 par value per share; $2,000,000 shares authorized as of December 31, 2023 and June 30, 2024; 279,046, and $263,573 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively | 0 | 0 |
Additional paid-in capital | 6,525 | 6,382 |
Accumulated other comprehensive income (loss) | (2) | 3 |
Accumulated deficit | (3,484) | (2,635) |
Total stockholders’ equity | 3,039 | 3,750 |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | 4,027 | 4,727 |
Series A Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Series A redeemable convertible preferred stock; $0.0001 par value per share; 5,833 shares authorized, issued, and outstanding as of December 31, 2023 and June 30, 2024 | $ 182 | $ 177 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Account receivable, net of allowance | $ 5 | $ 4 |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 24,167 | 24,167 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in dollars per share) | 2,000,000 | 2,000,000 |
Common stock, shares, issued (in shares) | 263,573 | 279,046 |
Common stock, shares, outstanding (in shares) | 263,573 | 279,046 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 5,833 | 5,833 |
Temporary equity, shares issued (in shares) | 5,833 | 5,833 |
Temporary equity, shares outstanding (in shares) | 5,833 | 5,833 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 823,000 | $ 716,000 | $ 1,643,000 | $ 1,475,000 |
Cost of revenue | 200,000 | 189,000 | 406,000 | 366,000 |
Gross profit | 623,000 | 527,000 | 1,237,000 | 1,109,000 |
Operating expenses: | ||||
Operations and support | 69,000 | 61,000 | 142,000 | 128,000 |
Research and development | 185,000 | 130,000 | 300,000 | 257,000 |
Sales and marketing | 203,000 | 166,000 | 387,000 | 327,000 |
General and administrative | 114,000 | 51,000 | 212,000 | 128,000 |
Total operating expenses | 571,000 | 408,000 | 1,041,000 | 840,000 |
Income from operations | 52,000 | 119,000 | 196,000 | 269,000 |
Other income (expense), net | (1,000) | 3,000 | (2,000) | 3,000 |
Interest income | 17,000 | 20,000 | 39,000 | 34,000 |
Income before provision for income taxes | 68,000 | 142,000 | 233,000 | 306,000 |
Provision for income taxes | 7,000 | 28,000 | 42,000 | 64,000 |
Net income | 61,000 | 114,000 | 191,000 | 242,000 |
Undistributed earnings attributable to preferred stockholders | 0 | (114,000) | 0 | (220,000) |
Accretion related to Series A redeemable convertible preferred stock | (3,000) | 0 | (5,000) | 0 |
Net income attributable to common stockholders, basic | 58,000 | 0 | 186,000 | 22,000 |
Undistributed earnings reallocated to common stockholders | 0 | 0 | 0 | 5,000 |
Net income attributable to common stockholders, diluted | $ 58,000 | $ 0 | $ 186,000 | $ 27,000 |
Net income per share attributable to common stockholders, basic (in dollars per share) | $ 0.22 | $ 0 | $ 0.69 | $ 0.30 |
Net income per share attributable to common stockholders, diluted (in dollars per share) | $ 0.20 | $ 0 | $ 0.64 | $ 0.27 |
Weighted-average shares used in computing net income per share attributable to common stockholders, basic (in shares) | 265,542 | 72,266 | 270,012 | 72,222 |
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted (in shares) | 286,256 | 72,266 | 290,983 | 99,334 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 61 | $ 114 | $ 191 | $ 242 |
Other comprehensive income (loss): | ||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 0 | 0 | 0 | 2 |
Change in foreign currency translation adjustments | 0 | 2 | (5) | 1 |
Total other comprehensive income (loss) | 0 | 2 | (5) | 3 |
Comprehensive income | $ 61 | $ 116 | $ 186 | $ 245 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Exchangeable Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock |
Temporary equity, beginning balance (in shares) at Dec. 31, 2022 | 167,302 | |||||||
Temporary equity, beginning balance at Dec. 31, 2022 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2023 | 167,302 | |||||||
Temporary equity, ending balance at Mar. 31, 2023 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 72,230 | |||||||
Beginning balance at Dec. 31, 2022 | $ (64) | $ 0 | $ 0 | $ 918 | $ (5) | $ (977) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of non-voting common stock upon settlement of restricted stock units (in shares) | 46 | |||||||
Exercise of common stock options (in shares) | 98 | |||||||
Common stock withheld or cancelled for tax obligation and net settlement (in shares) | (23) | |||||||
Stock-based compensation | 5 | 5 | ||||||
Foreign currency translation adjustments | (1) | (1) | ||||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 2 | 2 | ||||||
Net income | 128 | 128 | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 72,351 | |||||||
Exchangeable share, ending balance (in shares) at Mar. 31, 2023 | 689 | |||||||
Ending balance at Mar. 31, 2023 | 70 | $ 0 | $ 0 | 923 | (4) | (849) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2022 | 167,302 | |||||||
Temporary equity, beginning balance at Dec. 31, 2022 | $ 2,822 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Accretion related to Series A redeemable convertible preferred stock | 0 | |||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2023 | 167,302 | |||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 72,230 | |||||||
Beginning balance at Dec. 31, 2022 | (64) | $ 0 | $ 0 | 918 | (5) | (977) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Foreign currency translation adjustments | 1 | |||||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 2 | |||||||
Net income | 242 | |||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 72,376 | |||||||
Exchangeable share, ending balance (in shares) at Jun. 30, 2023 | 689 | |||||||
Ending balance at Jun. 30, 2023 | 191 | $ 0 | $ 0 | 928 | (2) | (735) | ||
Temporary equity, beginning balance (in shares) at Mar. 31, 2023 | 167,302 | |||||||
Temporary equity, beginning balance at Mar. 31, 2023 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2023 | 167,302 | |||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 72,351 | |||||||
Beginning balance at Mar. 31, 2023 | 70 | $ 0 | $ 0 | 923 | (4) | (849) | ||
Exchangeable share, beginning balance (in shares) at Mar. 31, 2023 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 25 | |||||||
Stock-based compensation | 5 | 5 | ||||||
Foreign currency translation adjustments | 2 | 2 | ||||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 0 | |||||||
Net income | 114 | 114 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 72,376 | |||||||
Exchangeable share, ending balance (in shares) at Jun. 30, 2023 | 689 | |||||||
Ending balance at Jun. 30, 2023 | $ 191 | $ 0 | $ 0 | 928 | (2) | (735) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2023 | 5,833 | |||||||
Temporary equity, beginning balance at Dec. 31, 2023 | $ 177 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Accretion related to Series A redeemable convertible preferred stock | $ 2 | |||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2024 | 5,833 | |||||||
Temporary equity, ending balance at Mar. 31, 2024 | $ 179 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 279,046 | 279,046 | ||||||
Beginning balance at Dec. 31, 2023 | $ 3,750 | $ 0 | 6,382 | 3 | (2,635) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accretion of Series A redeemable convertible preferred stock | (2) | (2) | ||||||
Issuance of non-voting common stock upon settlement of restricted stock units (in shares) | 7,409 | |||||||
Exercise of common stock options (in shares) | 7,719 | |||||||
Exercise of common stock options | 49 | 49 | ||||||
Common stock withheld or cancelled for tax obligation and net settlement (in shares) | (3,040) | |||||||
Common stock withheld or cancelled for tax obligation and net settlement | (83) | (83) | ||||||
Stock-based compensation | 17 | 17 | ||||||
Foreign currency translation adjustments | (5) | (5) | ||||||
Repurchase and retirement of common stock (in shares) | (25,405) | |||||||
Repurchase and retirement of common stock | (715) | (715) | ||||||
Net income | 130 | 130 | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2024 | 265,729 | |||||||
Ending balance at Mar. 31, 2024 | 3,141 | $ 0 | 6,363 | (2) | (3,220) | |||
Temporary equity, beginning balance (in shares) at Dec. 31, 2023 | 5,833 | |||||||
Temporary equity, beginning balance at Dec. 31, 2023 | $ 177 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Accretion related to Series A redeemable convertible preferred stock | $ (5) | $ 5 | ||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2024 | 5,833 | |||||||
Temporary equity, ending balance at Jun. 30, 2024 | $ 182 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 279,046 | 279,046 | ||||||
Beginning balance at Dec. 31, 2023 | $ 3,750 | $ 0 | 6,382 | 3 | (2,635) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 11,275 | |||||||
Foreign currency translation adjustments | $ (5) | |||||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 0 | |||||||
Net income | $ 191 | |||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 263,573 | 263,573 | ||||||
Ending balance at Jun. 30, 2024 | $ 3,039 | $ 0 | 6,525 | (2) | (3,484) | |||
Temporary equity, beginning balance (in shares) at Mar. 31, 2024 | 5,833 | |||||||
Temporary equity, beginning balance at Mar. 31, 2024 | $ 179 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Accretion related to Series A redeemable convertible preferred stock | $ 3 | |||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2024 | 5,833 | |||||||
Temporary equity, ending balance at Jun. 30, 2024 | $ 182 | |||||||
Common stock, beginning balance (in shares) at Mar. 31, 2024 | 265,729 | |||||||
Beginning balance at Mar. 31, 2024 | 3,141 | $ 0 | 6,363 | (2) | (3,220) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accretion of Series A redeemable convertible preferred stock | (3) | (3) | ||||||
Issuance of non-voting common stock upon settlement of restricted stock units (in shares) | 4,147 | |||||||
Exercise of common stock options (in shares) | 3,557 | |||||||
Exercise of common stock options | 25 | 25 | ||||||
Common stock withheld or cancelled for tax obligation and net settlement (in shares) | (174) | |||||||
Common stock withheld or cancelled for tax obligation and net settlement | (6) | (6) | ||||||
Stock-based compensation | 146 | 146 | ||||||
Foreign currency translation adjustments | 0 | |||||||
Net unrealized gain on available-for-sale marketable securities, net of tax | 0 | |||||||
Repurchase and retirement of common stock (in shares) | (9,686) | |||||||
Repurchase and retirement of common stock | (325) | (325) | ||||||
Net income | $ 61 | 61 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2024 | 263,573 | 263,573 | ||||||
Ending balance at Jun. 30, 2024 | $ 3,039 | $ 0 | $ 6,525 | $ (2) | $ (3,484) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES | ||
Net income | $ 191 | $ 242 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 24 | 22 |
Stock-based compensation expense | 145 | 9 |
Provision for bad debts | 12 | 9 |
Amortization of operating lease right-of-use assets | 6 | 7 |
Deferred income taxes | 27 | 18 |
Other | 2 | (7) |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | (49) | 69 |
Prepaid expenses and other assets | (22) | 11 |
Accounts payable | (16) | (41) |
Accrued and other current liabilities | 20 | (97) |
Deferred revenue | 18 | 20 |
Operating lease liabilities | (7) | (7) |
Other long-term liabilities | (2) | (13) |
Net cash provided by operating activities | 349 | 242 |
INVESTING ACTIVITIES | ||
Purchases of marketable securities | (5) | (80) |
Maturities of marketable securities | 44 | 191 |
Purchases of property and equipment, including capitalized internal-use software | (38) | (22) |
Other investing activities | (1) | 0 |
Net cash provided by investing activities | 0 | 89 |
FINANCING ACTIVITIES | ||
Taxes paid related to net share settlement of equity awards | (89) | 0 |
Proceeds from exercise of stock options | 74 | 0 |
Deferred offering costs paid | 0 | (1) |
Repurchases of common stock | (1,040) | 0 |
Net cash used in financing activities | (1,055) | (1) |
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents | (6) | 3 |
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | (712) | 333 |
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period | 2,293 | 1,599 |
Cash, cash equivalents, and restricted cash and cash equivalents - end of period | 1,581 | 1,932 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes, net of tax refunds | 12 | 34 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-based compensation capitalized as internal-use software | 18 | 1 |
Changes in accrued purchases of property and equipment, including capitalized internal-use software | (5) | 6 |
Accretion of Series A redeemable convertible preferred stock | 5 | 0 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 1,434 | 1,838 |
Restricted cash and cash equivalents, current | 128 | 75 |
Restricted cash and cash equivalents, noncurrent | 19 | 19 |
Total cash, cash equivalents, and restricted cash and cash equivalents | $ 1,581 | $ 1,932 |
Business
Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. Business Description of Business Maplebear Inc., doing business as (“DBA”) Instacart (the “Company”), was incorporated in Delaware on August 3, 2012 and is headquartered in San Francisco, California. The Company is a diversified technology business that operates a technology solution that enables connections and transactions among retailers, end users, advertisers, shoppers, and other partners mainly throughout the United States and Canada. End users are provided the ability to transact with retailers for grocery and non-grocery items and with shoppers to pick and deliver the items on the end user’s behalf. Retailers contract with the Company to have their goods available for search, selection, and purchase, generally for a percentage of the total purchase value from the sale of goods, on a fee per transaction basis, or some combination thereof. Advertisers have the opportunity to purchase Sponsored Product ads, display ads, coupons, and a variety of other online advertising services. Shoppers, who are independent contractors that pick and deliver orders, use the Company’s technology solution for fulfillment or delivery service opportunities primarily on a fee per batch basis. The Company also sells software-as-a-service offerings primarily targeted at retailers and charges fees for such offerings. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) stock-based compensation, (iii) valuation of the Company’s equity awards, (iv) legal and other loss contingencies, (v) income taxes, and (vi) capitalized internal-use software. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the condensed consolidated financial statements. The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry such as higher inflation, rising interest rates, the effects of supply chain challenges, cessation of government aid programs, geopolitical conflicts, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, changing consumer preferences, and the effects of severe weather patterns on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to these macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained. Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entity’s overall performance through enhanced disclosures about significant segment expenses. The guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This update is effective for all entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. An entity should apply the enhanced segment disclosure requirements retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table summarizes the disaggregation of revenue according to type of revenue and is consistent with how the Company evaluates financial performance. The Company believes this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) Transaction $ 510 $ 595 $ 1,069 $ 1,198 Advertising and other 206 228 406 445 Total revenue $ 716 $ 823 $ 1,475 $ 1,643 Revenue by geographic areas based on bill-to location was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) United States $ 691 $ 791 $ 1,426 $ 1,578 International (1) 25 32 49 65 Total revenue $ 716 $ 823 $ 1,475 $ 1,643 ___________ (1) No individual international country represented 10% or more of the Company’s total revenue for the three and six months ended June 30, 2023 and 2024 . Contract Assets and Liabilities The Company records deferred revenue, which is a contract liability, when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. Deferred revenue is primarily comprised of balances related to Instacart+ memberships. Substantially all of the Company’s deferred revenue as of December 31, 2023 and June 30, 2024 is expected to be recognized within a year. During the six months ended June 30, 2023 and 2024, the Company recognized $134 million and $147 million of revenue, respectively, from the deferred revenue balance as of December 31, 2022 and 2023. There were no material contract assets as of December 31, 2023 or June 30, 2024. Concentrations of Credit Risk No customers accounted for 10% or more of the Company’s accounts receivable as of December 31, 2023 and one customer accounted for 12% of the Company’s accounts receivable as of June 30, 2024. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of December 31, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 1,002 $ — $ — $ 1,002 U.S. government and government agency debt securities — 229 — 229 Total cash equivalents 1,002 229 — 1,231 Short-term marketable securities U.S. government and government agency debt securities — 47 — 47 Corporate debt securities — 2 — 2 Total short-term marketable securities — 49 — 49 Total $ 1,002 $ 278 $ — $ 1,280 As of June 30, 2024 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 597 $ — $ — $ 597 U.S. government and government agency debt securities — 113 — 113 Total cash equivalents 597 113 — 710 Short-term marketable securities U.S. government and government agency debt securities — 9 — 9 Total short-term marketable securities — 9 — 9 Total $ 597 $ 122 $ — $ 719 The Company’s investments in U.S. government and government agency debt securities and corporate debt securities are classified as Level 2 within the fair value hierarchy because they are valued using inputs other than quoted prices in active markets that are observable directly or indirectly, such as prices obtained from an independent pricing service which may use quoted prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. The Series A redeemable convertible preferred stock that was issued during the year ended December 31, 2023 represents a non-recurring Level 3 financial measurement at issuance. Refer to Note 10 — Redeemable Convertible Preferred Stock for further discussion. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the three or six months ended June 30, 2023 or 2024 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 5. Investments The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale: As of December 31, 2023 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 1,002 $ — $ — $ 1,002 U.S. government and government agency debt securities 229 — — 229 Total cash equivalents 1,231 — — 1,231 Short-term marketable securities U.S. government and government agency debt securities 47 — — 47 Corporate debt securities 2 — — 2 Total short-term marketable securities 49 — — 49 Total $ 1,280 $ — $ — $ 1,280 As of June 30, 2024 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 597 $ — $ — $ 597 U.S. government and government agency debt securities 113 — — 113 Total cash equivalents 710 — — 710 Short-term marketable securities U.S. government and government agency debt securities 9 — — 9 Total short-term marketable securities 9 — — 9 Total $ 719 $ — $ — $ 719 For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. The unrealized losses on the Company’s availability-for-sale debt securities as of December 31, 2023 and June 30, 2024 were immaterial . The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date: As of December 31, As of June 30, 2023 2024 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Within one year $ 1,280 $ 1,280 $ 719 $ 719 Total $ 1,280 $ 1,280 $ 719 $ 719 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net of accumulated depreciation and amortization, consisted of the following: Estimated Useful Life As of As of 2023 2024 (in years) (in millions) Computer equipment 3 $ 17 $ 18 Furniture and fixtures 5 11 10 Leasehold improvements 2-8 22 23 Capitalized internal-use software 2-5 135 181 Total property and equipment 185 232 Less: accumulated depreciation and amortization (50) (58) Total property and equipment, net $ 135 $ 174 Depreciation expense related to the Company’s property and equipment was $3 million and $2 million for the three months ended June 30, 2023 and 2024 , respectively, and $6 million and $4 million for the six months ended June 30, 2023 and 2024 , respectively . Amortization expense related to the Company’s internal-use software, which is primarily recorded within cost of revenue in the condensed consolidated statements of operations, was $1 million and $3 million for the three months ended June 30, 2023 and 2024, respectively, and $2 million and $6 million for the six months ended June 30, 2023 and 2024, respectively. During the three months ended June 30, 2023 and 2024, the Company capitalized $20 million and $24 million of internal-use software costs, inclusive of an immaterial amount and $10 million of stock-based compensation expense, respectively. During the six months ended June 30, 2023 and 2024, the Company capitalized $27 million and $46 million of internal-use software costs, inclusive of an immaterial amount and $18 million of stock-based compensation expense, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net Goodwill There were no changes in the carrying amount of goodwill for the six months ended June 30, 2024. Intangible Assets, Net Intangible assets, net, resulting from business combinations and asset purchases consisted of the following: As of December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (43) $ 48 3.3 Customer relationships 27 (13) 14 2.3 Patents 13 (4) 9 5.5 Other 8 (2) 6 5.9 Total intangible assets, net $ 139 $ (62) $ 77 As of June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (51) $ 40 3.0 Customer relationships 27 (17) 10 1.9 Patents 14 (5) 9 5.1 Other 8 (3) 5 5.9 Total intangible assets, net $ 140 $ (76) $ 64 Amortization expense totaled $7 million and $7 million for the three months ended June 30, 2023 and 2024 , respectively , and $14 million and $14 million for the six months ended June 30, 2023 and 2024, respectively. As of June 30, 2024, the remaining intangible asset amortization was as follows: Amount Year ending December 31, (in millions) Remainder of 2024 $ 12 2025 22 2026 17 2027 7 2028 4 Thereafter 2 Total $ 64 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | 8. Accrued and Other Current Liabilities Accrued and other current liabilities were as follows: As of As of 2023 2024 (in millions) Accrued legal and regulatory matters $ 59 $ 63 Accrued shopper and merchant liability (1) 113 124 Accrued advertising 58 49 Accrued compensation and benefits 38 32 Accrued professional, legal, and contractor services 47 49 Sales and indirect tax liabilities 35 37 Insurance reserves 32 44 Other 69 68 Total $ 451 $ 466 ___________ (1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company’s leases primarily include corporate offices and warehouse space. The lease terms of operating leases vary from one year to 11 years, with expirations through January 2029. The Company has leases that include one or more options to extend the lease term for up to five The Company did not modify, enter into, or acquire any material leasing arrangements during the three or six months ended June 30, 2023 or 2024. Sales and Indirect Taxes The Company pays applicable state, franchise, and other taxes in state and local jurisdictions in which the Company conducts business. In the United States, the Company is under audit by various tax authorities with regard to sales and indirect tax matters. The subject matter of these audits primarily relates to the reporting of sales on behalf of the Company’s third-party sellers or tax treatment applied to the sale of the Company’s services in these jurisdictions. The Company believes it properly accrues and pays taxes according to its understanding of the tax requirements in each taxing jurisdiction; however it is possible that tax authorities may question the Company’s interpretation of taxability. As such, there is a high degree of complexity involved in the interpretation and application of state and local sales and indirect tax rules to the Company’s activities. As a result, the Company maintains a reserve related to potential tax, interest, or penalties that may become due . Significant judgments are made by the Company in estimating these reserves which includes assessing the taxability of goods or services transacted using the Company’s technology solution. The Company maintains such reserves until the respective statute of limitations has passed or upon conclusion of an audit examination with the relevant tax authorities, at which point the tax exposure and related interest and penalties are released. The reserve balance was $32 million and $29 million as of December 31, 2023 and June 30, 2024, respectively, and was included within other long-term liabilities on the condensed consolidated balance sheets. The Company recognized a reserve release of $12 million and $2 million related to these reserves for three months ended June 30, 2023 and 2024, respectively. The Company recognized a reserve release of $11 million and $3 million for the six months ended June 30, 2023 and 2024 . These amounts were recorded within general and administrative expense in the condensed consolidated statements of operations. Legal Matters The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainties. The Company records a liability for legal contingencies when the Company believes that it is both probable that a loss has been incurred and the amount can be estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the condensed consolidated financial statements. If the Company determines that a loss is either probable or reasonably possible, but the loss or range of loss cannot be estimated, the Company discloses that fact in the condensed consolidated financial statements. Until the final resolution of legal matters, there may be an exposure to a material loss in excess of the amount recorded. Legal fees are expensed as incurred. Independent Contractor Classification Matters The Company operates in several jurisdictions where there have been regulations enacted with respect to methods companies should use to classify workers as either independent contractors or employees, such as California, which enacted California Assembly Bill 5 in 2019. The Company believes that it has properly classified its workers in all jurisdictions in which it operates. Further, on December 16, 2020, the California state ballot initiative, Proposition 22, which provides a framework that offers legal certainty regarding the status of independent workers offering delivery services in California and protects worker flexibility, the quality of on-demand work, and access to benefits for those who qualify, among other things, became effective. The Company provides appropriate worker benefits and other protections in accordance with Proposition 22, including guaranteed minimum earnings, healthcare subsidies, insurance, and safety trainings. Although the constitutionality of Proposition 22 was subsequently challenged, on July 25, 2024, the California Supreme Court upheld Proposition 22 as constitutional. However, there may continue to be legal challenges, or legislative or other attempts to amend or otherwise invalidate the benefits, protections, or the independent worker status provided by Proposition 22. Further, any future judgments, settlements, or orders issued by a court or governmental body or otherwise in connection with any judicial, administrative, or legal proceeding that results in the Company being prohibited from continuing to use independent-contractor shoppers in the manner it currently does would likely result in increases to its costs related to shoppers and decreases in the breadth of its offerings and geographic coverage. Further, if the Company changes its offerings or increases customer fees as a result of the increased costs, such changes may result in lower order volumes, which in turn would have an adverse effect on the Company’s business, financial condition, and results of operations. The Company has other active legal matters in California and several other jurisdictions, including litigation, government audits, administrative claims, and inquiries, related to its classification of individuals who provide delivery and other fulfillment services as non-employee contractors. These matters involve allegations that certain individuals are misclassified and, as a result, may be due unpaid minimum statutory wages, overtime, expense reimbursement, and certain other payments and protections, among other issues. Courts and agencies handling these matters may rule that the Company cannot engage workers to perform certain tasks, including delivery and other fulfillment services, as independent contractors. In some of these cases, the Company has entered into settlement agreements to resolve the claims without any admission of liability; in others, there is active litigation or proceedings, and several cases are stayed pending the outcome of earlier filed complaints or other legal developments. The Company is also involved in administrative audits with various state and local enforcement agencies, including audits related to shopper classification, state and local ordinance requirements, and unemployment insurance and workers’ compensation contributions, in Alaska, Florida, New Jersey, New York, Pennsylvania, Washington, and Wisconsin. The Company believes that it complies with applicable legal requirements and that shoppers are properly classified as independent contractors; therefore, the Company disputes that it is obligated to provide such additional benefits under state law and plans to vigorously contest any adverse assessment or determination. The Company’s chances of success on the merits are still uncertain, such that any reasonably possible loss or range of loss cannot be estimated. However, the results of these audits may result in additional payments, including settlement payments, penalties, and interest, and such additional amounts could have a material impact on the Company’s business, financial conditions, results of operations, and cash flows. In March 2023, the Company entered into a settlement agreement with the California Employment Development Department to resolve disputes concerning alleged unemployment insurance contributions for $32 million. In April 2023, the settlement became effective after the approval by the California Attorney General and an Administrative Law Judge of the California Unemployment Insurance Appeal Board. This amount was previously accrued for and subsequently paid during the year ended December 31, 2023. The Company is also currently involved in several putative class and collective actions, thousands of alleged individual claims, including those brought or threatened to be brought in arbitration or compelled to arbitrate pursuant to its independent contractor agreements, and matters brought, in whole or in part, as representative actions under California’s Private Attorney General Act, Labor Code Section 2698, et seq., alleging that the Company misclassified shoppers as independent contractors and related claims. None of the putative class or collective actions have progressed to or resulted in class certification. Those involving misclassification are stayed pending prior-filed cases or have motions to compel individual arbitration pending in court. Securities Litigation On January 25, 2024, a purported shareholder filed suit against the Company and certain of the Company’s current and former officers and directors in the Northern District of California, on behalf of a putative class of purchasers of the Company’s common stock in its initial public offering (“IPO”) or between September 19, 2023 and October 1, 2023. The complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company’s IPO, and seeks damages and attorneys’ fees, among other things. The case is at a very preliminary stage and, at this time, the Company is unable to estimate any range of reasonably possible losses. Other Litigation Matters In addition to the matters described above, the Company and its subsidiaries are also routinely subject to actual or threatened legal actions relating to alleged violations of contract, regulatory, environmental, health and safety, employment, intellectual property, data protection and privacy, consumer protection, unfair competition, tax, and other laws and securities and shareholder claims. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its operations, cash flows, or financial condition. To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the condensed consolidated statements of operations. During periods where the settled amount is less than the loss reserved or if the Company estimates that an outstanding claim is less than that previously recorded, the Company will recognize a reserve release related to the claims within general and administrative expense in the condensed consolidated statements of operations. During the three months ended June 30, 2023 and 2024, the Company recognized a reserve release and a loss related to these claims of $8 million and $4 million, respectively. During the six months ended June 30, 2023 and 2024 , the Company recognized a reserve release and a loss related to these claims of $6 million and $7 million, respectively. The actual losses incurred on claims that have not been resolved may differ from the initial estimates of loss, and such differences could be material. The Company is also subject from time to time to audits by government agencies in the various jurisdictions in which it operates. To the extent the Company is obligated to make payments in these jurisdictions (other than income taxes), the Company has recorded the related expense within general and administrative expense in the consolidated statements of operations. The results of these audits may result in additional payments, penalties, and interest, and such additional amounts could be material. Indemnifications The Company has entered into indemnification agreements with certain of the Company’s officers, directors, and current and former employees, and the Company’s certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 10. Redeemable Convertible Preferred Stock Immediately subsequent to the closing of the IPO in September 2023, the Company authorized and issued 5,833,333 shares of Series A redeemable convertible preferred stock at a price of $30.00 per share for proceeds of $175 million. The Company determined the fair value of the Series A redeemable convertible preferred stock at issuance was $175 million and was determined using a Monte Carlo valuation model. The key assumptions used included the closing price of the Company’s common stock on the issuance date of $30.65, an expected term of approximately seven years, an expected volatility of 54%, and a discount for lack of marketability of 35%. Pursuant to the securities purchase agreement related to the issuance, the Company adopted the Certificate of Designation of Series A redeemable convertible preferred stock, as filed with the Secretary of State of the State of Delaware, setting forth the rights, designations, preferences, limitations, and restrictions applicable to the Series A redeemable convertible preferred stock. The rights, preferences, and privileges of the Series A redeemable convertible preferred stock are as follows: Seniority; Liquidation Preference The Series A redeemable convertible preferred stock, with respect to distribution rights upon the liquidation, winding-up or dissolution of the Company (but excluding a change of control, as described below ranks (i) senior to the Company’s common stock, (ii) on parity with any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A redeemable convertible preferred stock, and (iii) junior to any class or series of the Company’s capital stock expressly designated as ranking senior to the Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock has a liquidation preference equal to the greater of (i) the Stated Value (as defined below), and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable Conversion Ratio (as defined below), on the date of such liquidation, winding-up or dissolution. Such liquidation, winding-up or dissolution amounts would be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to its creditors and holders of shares of any senior securities and before any payment or distribution is made to holders of any junior securities, including, without limitation, the Company’s common stock. The Stated Value for the Series A redeemable convertible preferred stock on a given date is defined as the sum of (i) the original issue price of the Series A redeemable convertible preferred stock, automatically increased at an annual rate of 5.0%, compounding on each anniversary of the issue date, through such date, and (ii) on an as-converted to common stock basis, the pro rata portion of any cash dividends or distributions that the Company pays on its common stock. The Conversion Ratio for the Series A redeemable convertible preferred stock means (i) a number of shares of common stock equal to the quotient of the Stated Value divided by the conversion price, plus (ii) if the product of such number of shares of common stock times the 10-Day VWAP (as defined below) is less than the Stated Value on such date, an additional number of shares of common stock that, when multiplied by the 10-Day VWAP, equals the difference. The 10-Day VWAP is defined as the average of the volume-weighted average price per share of common stock for each of the 10 consecutive trading days ending on, and including, the trading day immediately before the date of determination. Conversion From and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, at any time when the 10-Day VWAP exceeds the conversion price of the Series A redeemable convertible preferred stock, all outstanding shares of Series A redeemable convertible preferred stock will automatically convert into a number of shares of the Company’s common stock equal to the Conversion Ratio on such date. In addition, on the third anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP immediately prior to such date exceeds the conversion price of the Series A redeemable convertible preferred stock, the holder will have the option to convert all outstanding shares of Series A redeemable convertible preferred stock at the conversion price on such date plus, if there is a Conversion Shortfall (as defined below), such additional number of shares of Common Stock that, when multiplied by the 10-Day VWAP immediately prior to such date, equals the Conversion Shortfall. The conversion price for the Series A redeemable convertible preferred stock is not subject to adjustment, except for customary adjustments for stock splits, stock dividends, recapitalizations, reorganizations and similar corporate actions. The Conversion Shortfall for the Series A redeemable convertible preferred stock on any conversion date is defined as the absolute dollar value by which the product of the Conversion Ratio and the 10-Day VWAP for an applicable conversion is less than the Stated Value plus the Minimum Return Amount on such date. Redemption At any time from and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP does not exceed the conversion price, the Company has the right to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date. On each of the third anniversary (only if the 10-Day VWAP immediately prior to such date does not exceed the conversion price), the seventh anniversary, the tenth anniversary and the thirteenth anniversary of the issue date, the holder has the right to require the Company to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date. Upon a change of control of the Company, the Company will redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock for an amount equal to the greater of (i) the Stated Value on the date of the change of control and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable conversion ratio (for which the 10-Day VWAP equals the purchase price or transaction consideration per share of common stock in the change of control transaction). Under certain regulatory events or strategic actions by the Company or the holder the Company or the holder, as applicable, has the right to elect to redeem all outstanding shares of Series A redeemable convertible preferred stock at the Stated Value, if the 10-Day VWAP immediately prior to the date of such event does not exceed the conversion price, or convert all outstanding shares of Series A redeemable convertible preferred stock into a number of shares of the Company’s common stock equal to the then-applicable conversion ratio, in case the 10-Day VWAP immediately prior to the date of such event exceeds the conversion price. The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was $3 million and $5 million during the three and six months ended June 30, 2024, respectively. Voting The Series A redeemable convertible preferred stock confers no voting rights on the holder, except as required by applicable law and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions of the Series A redeemable convertible preferred stock, including the authorization or issuance of equity securities that would rank senior to or pari passu with the Series A redeemable convertible preferred stock (other than, in certain cases, new shares of Series A redeemable convertible preferred stock or new series of preferred stock with substantially similar terms as the Series A redeemable convertible preferred stock) and the declaration or payment of cash dividends on shares other than the Series A redeemable convertible preferred stock in excess a 5.0% annual dividend yield. No dividends were declared or paid during the three or six months ended June 30, 2023 or 2024. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | 11. Stockholders' Equity Stock Repurchase Program In November 2023, the Company’s board of directors authorized a $500 million share repurchase program, which was subsequently increased to $1 billion in February 2024. During the three and six months ended June 30, 2024, the Company repurchased and retired a total of 7,399,495 and 32,804,891 shares of its common stock, respectively, for an aggregate amount of $250 million and $965 million, respectively, which completed the repurchases under the share repurchase program originally authorized in November 2023. The amount of shares repurchased during the six months ended June 30, 2024 included 14,395,994 shares repurchased in privately negotiated transactions with three shareholders in February 2024 for an aggregate amount of $390 million. In June 2024, the Company’s board of directors authorized a new $500 million share repurchase program. During the three months ended June 30, 2024, the Company repurchased and retired a total of 2,286,998 shares of its common stock under the new share repurchase program for an aggregate amount of $75 million. As of June 30, 2024, the Company had $425 million remaining available to repurchase shares pursuant to the new share repurchase program. The Company's share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. The excise tax recognized as part of the cost basis of shares acquired during the three and six months ended June 30, 2024 was immaterial. Common Stock Reserved for Future Issuance The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis: As of As of 2023 2024 (in thousands) Series A redeemable convertible preferred stock 5,833 5,833 Restricted stock units 33,459 28,473 Stock options outstanding 19,553 8,273 Remaining shares available for future issuance 39,523 50,123 Shares available for issuance under the 2023 Employee Stock Purchase Plan 7,000 9,790 Total 105,368 102,492 The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to the rights of the holders of redeemable convertible preferred stock and approval from the holders of the Series A redeemable convertible preferred stock, as applicable. No dividends were declared or paid during the three or six months ended June 30, 2023 or 2024. Stock Options The following table summarizes the activity related to the Company’s equity incentive plans: Shares Available for Future Grant Number of Options Weighted-Average Exercise Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) (in years) (in millions) As of January 1, 2024 39,523 19,553 $ 8.60 3.36 $ 302 Additional shares reserved 13,952 — Options exercised — (11,275) $ 6.53 Options cancelled and forfeited 5 (5) $ 8.43 Shares withheld related to net share settlement 3,214 — Restricted stock units granted (10,799) — Restricted stock units forfeited 4,228 — As of June 30, 2024 50,123 8,273 $ 11.43 3.69 $ 178 Options vested and expected to vest as of June 30, 2024 8,273 $ 11.43 3.69 $ 178 Options exercisable as of June 30, 2024 8,207 $ 11.14 3.69 $ 178 The total intrinsic value of the stock options exercised during the six months ended June 30, 2023 and 2024 was $4 million and $279 million, respectively. The total fair value of stock options vested during the six months ended June 30, 2023 and 2024 was $3 million and $3 million, respectively. No options were granted during the three or six months ended June 30, 2023 or 2024. Restricted Stock The following table summarizes the activity related to the Company’s restricted stock for the six months ended June 30, 2024: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2024 326 $ 82.83 Vested (99) $ 120.48 Unvested and outstanding as of June 30, 2024 227 $ 66.37 RSUs The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2024: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2024 29,119 $ 49.45 Granted (1) 10,799 $ 36.00 Vested (7,217) $ 50.79 Vested and not settled (216) $ 74.68 Forfeited (4,228) $ 51.35 Unvested and outstanding as of June 30, 2024 28,257 $ 43.47 ___________ (1) Includes 586,920 of RSUs with certain service-based and gross transaction value (“GTV”) performance conditions granted during the six months ended June 30, 2024, which represents 100% achievement. In April 2024, the Company granted an aggregate of 586,920 RSUs to certain employees of the Company that vest upon satisfaction of certain performance-based and service-based vesting conditions. The performance-based vesting conditions will be satisfied based on the proportion of certain GTV targets achieved during applicable performance periods. The actual number of shares that may satisfy the performance-based vesting condition ranges from 0% to 100% of the maximum achievable shares for that performance period. Shares that satisfy the performance-based condition are subject to a service-based condition that vests quarterly over a period of one year following the applicable performance period. Each of the RSU awards granted is subject to potential vesting acceleration under certain circumstances. The weighted-average grant-date fair value per share of such awards is $36.35 and the weighted-average requisite service period is satisfied over a period of 2.70 years. Stock-Based Compensation Expense Summary The following table summarizes stock-based compensation expense by line item in the condensed consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) Cost of revenue $ — $ 2 $ — $ 4 Operations and support — 5 — 5 Research and development 2 75 4 54 Sales and marketing 1 23 2 32 General and administrative 1 31 3 50 Total stock-based compensation expense (1) $ 4 $ 136 $ 9 $ 145 ___________ (1) Stock-based compensation expense during the six months ended June 30, 2024 includes a benefit of $4 million, $79 million, $8 million, and $4 million for operations and support, research and development, sales and marketing, and general and administrative, respectively, related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures during the three months ended March 31, 2024 and for terminated employees in connection with the restructuring plan. As of June 30, 2024, there was $607 million of unrecognized stock-based compensation expense related to all unvested equity awards, which is expected to be recognized over a weighted-average period of 1.76 years. The amount of stock-based compensation capitalized related to the development of internal-use software was immaterial and $10 million during the three months ended June 30, 2023 and 2024, respectively. The amount of stock-based compensation capitalized related to the development of internal-use software was immaterial and $18 million during the six months ended June 30, 2023 and 2024, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s provision for income taxes for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rates for each period presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company’s effective tax rate was 19.7% and 10.9% for the three months ended June 30, 2023 and 2024, respectively. The Company’s effective tax rate was 21.0% and 18.1% for the six months ended June 30, 2023 and 2024, respectively. The Company’s provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to tax effects of stock-based compensation recognized, U.S. research and development credits generated, and the income taxes generated in foreign jurisdictions. |
Net Income per Share Attributab
Net Income per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income per Share Attributable to Common Stockholders | 13. Net Income per Share Attributable to Common Stockholders Prior to the IPO, the rights, including the liquidation and dividend rights, of the holders of voting and non-voting common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net income per share attributable to common stockholders were, therefore, the same for both voting and non-voting common stock on an individual or combined basis. The computation of basic and diluted net income per share attributable to common stockholders was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions, except share amounts, which are reflected in thousands, and per share amounts) Numerator: Net income $ 114 $ 61 $ 242 $ 191 Less: Undistributed earnings attributable to preferred stockholders (114) — (220) — Less: Accretion related to Series A redeemable convertible preferred stock — (3) — (5) Net income attributable to common stockholders, basic $ — $ 58 $ 22 $ 186 Add: Undistributed earnings reallocated to common stockholders — — 5 — Net income attributable to common stockholders, diluted $ — $ 58 $ 27 $ 186 Denominator: Weighted-average shares used in computing basic net income per share attributable to common stockholders 72,266 265,542 72,222 270,012 Weighted-average effect of dilutive securities: Stock options — 6,890 23,576 9,266 Restricted stock units — 13,824 — 11,705 Unvested restricted non-voting common stock — — 26 — Non-voting common stock warrants — — 3,510 — Weighted-average shares used in computing diluted net income per share attributable to common stockholders 72,266 286,256 99,334 290,983 $ — Net income per share attributable to common stockholders: Basic $ — $ 0.22 $ 0.30 $ 0.69 Diluted $ — $ 0.20 $ 0.27 $ 0.64 The following potentially dilutive outstanding securities were excluded from the computation of diluted income per share attributable to common stockholders because their effect was not dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in thousands) Redeemable convertible preferred stock 167,692 — 167,692 — Series A redeemable convertible preferred stock — 5,833 — 5,833 Stock options 29,910 450 450 450 Restricted stock units — 240 — 799 Unvested restricted non-voting common stock 107 227 107 227 Non-voting common stock warrants 7,431 — — — Total 205,140 6,750 168,249 7,309 The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in thousands) Restricted stock units 63,467 1,937 63,467 1,937 Unvested restricted non-voting common stock 450 — 450 — Total 63,917 1,937 63,917 1,937 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company is party to agreements with a software vendor, whose former executive officer is a member of the Company’s board of directors, whereby the Company primarily pays the vendor usage-based subscription fees for the use of the software. During the three and six months ended June 30, 2023, no amounts and less than $1 million, respectively, were paid in connection with this software subscription. No amounts were paid in connection with this software subscription during the three months ended March 31, 2024. During the three and six months ended June 30, 2023, $6 million and $11 million, respectively, were recognized within operating expenses in the condensed consolidated statements of operations. During the three months ended March 31, 2024, $8 million was included within operating expenses in the condensed consolidated statements of operations. As of December 31, 2023 $13 million was included within prepaid expenses and other current assets on the condensed consolidated balance sheets and no amounts were due to this vendor. Subsequent to the executive officer’s resignation on February 27, 2024, the software vendor is no longer a related party. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 15. Restructuring On February 9, 2024, the Company initiated restructuring actions with respect to its workforce intended to improve operational efficiencies and better align the Company’s organizational structure with current business needs, top strategic priorities, and key growth initiatives. The plan included the reduction of approximately 250 employees, or 7% of the Company’s employees. During the three and six months ended June 30, 2024, the Company recognized an immaterial amount and $18 million in restructuring charges related to cash expenditures for severance payments and other termination benefits. During the three months ended March 31, 2024, the Company also recognized an immaterial amount of stock-based compensation expense related to the accelerated vesting of equity awards, which was offset by a $46 million benefit related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for terminated employees in connection with the restructuring. The following table summarizes the restructuring costs recognized by line item within the condensed consolidated statements of operations for the six months ended June 30, 2024: Six Months Ended June 30, 2024 (in millions) Operations and support 2 Research and development 9 Sales and marketing 3 General and administrative 4 Total $ 18 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, which can be found in the Company’s Annual Report on Form 10-K. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. There have been no significant changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that have had a material impact on our condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) stock-based compensation, (iii) valuation of the Company’s equity awards, (iv) legal and other loss contingencies, (v) income taxes, and (vi) capitalized internal-use software. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the condensed consolidated financial statements. The Company has considered the impacts of macroeconomic trends affecting the Company’s markets and industry such as higher inflation, rising interest rates, the effects of supply chain challenges, cessation of government aid programs, geopolitical conflicts, uncertainty regarding an economic recession and associated decreases in consumer discretionary income, changing consumer preferences, and the effects of severe weather patterns on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to these macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entity’s overall performance through enhanced disclosures about significant segment expenses. The guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. This update is effective for all entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. An entity should apply the enhanced segment disclosure requirements retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The Company believes this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) Transaction $ 510 $ 595 $ 1,069 $ 1,198 Advertising and other 206 228 406 445 Total revenue $ 716 $ 823 $ 1,475 $ 1,643 |
Revenue from External Customers by Geographic Areas | Revenue by geographic areas based on bill-to location was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) United States $ 691 $ 791 $ 1,426 $ 1,578 International (1) 25 32 49 65 Total revenue $ 716 $ 823 $ 1,475 $ 1,643 ___________ (1) No individual international country represented 10% or more of the Company’s total revenue for the three and six months ended June 30, 2023 and 2024 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of December 31, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 1,002 $ — $ — $ 1,002 U.S. government and government agency debt securities — 229 — 229 Total cash equivalents 1,002 229 — 1,231 Short-term marketable securities U.S. government and government agency debt securities — 47 — 47 Corporate debt securities — 2 — 2 Total short-term marketable securities — 49 — 49 Total $ 1,002 $ 278 $ — $ 1,280 As of June 30, 2024 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 597 $ — $ — $ 597 U.S. government and government agency debt securities — 113 — 113 Total cash equivalents 597 113 — 710 Short-term marketable securities U.S. government and government agency debt securities — 9 — 9 Total short-term marketable securities — 9 — 9 Total $ 597 $ 122 $ — $ 719 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale: As of December 31, 2023 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 1,002 $ — $ — $ 1,002 U.S. government and government agency debt securities 229 — — 229 Total cash equivalents 1,231 — — 1,231 Short-term marketable securities U.S. government and government agency debt securities 47 — — 47 Corporate debt securities 2 — — 2 Total short-term marketable securities 49 — — 49 Total $ 1,280 $ — $ — $ 1,280 As of June 30, 2024 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 597 $ — $ — $ 597 U.S. government and government agency debt securities 113 — — 113 Total cash equivalents 710 — — 710 Short-term marketable securities U.S. government and government agency debt securities 9 — — 9 Total short-term marketable securities 9 — — 9 Total $ 719 $ — $ — $ 719 |
Investments Classified by Contractual Maturity Date | The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date: As of December 31, As of June 30, 2023 2024 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Within one year $ 1,280 $ 1,280 $ 719 $ 719 Total $ 1,280 $ 1,280 $ 719 $ 719 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net of accumulated depreciation and amortization, consisted of the following: Estimated Useful Life As of As of 2023 2024 (in years) (in millions) Computer equipment 3 $ 17 $ 18 Furniture and fixtures 5 11 10 Leasehold improvements 2-8 22 23 Capitalized internal-use software 2-5 135 181 Total property and equipment 185 232 Less: accumulated depreciation and amortization (50) (58) Total property and equipment, net $ 135 $ 174 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class | Intangible assets, net, resulting from business combinations and asset purchases consisted of the following: As of December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (43) $ 48 3.3 Customer relationships 27 (13) 14 2.3 Patents 13 (4) 9 5.5 Other 8 (2) 6 5.9 Total intangible assets, net $ 139 $ (62) $ 77 As of June 30, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (51) $ 40 3.0 Customer relationships 27 (17) 10 1.9 Patents 14 (5) 9 5.1 Other 8 (3) 5 5.9 Total intangible assets, net $ 140 $ (76) $ 64 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2024, the remaining intangible asset amortization was as follows: Amount Year ending December 31, (in millions) Remainder of 2024 $ 12 2025 22 2026 17 2027 7 2028 4 Thereafter 2 Total $ 64 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued and other current liabilities were as follows: As of As of 2023 2024 (in millions) Accrued legal and regulatory matters $ 59 $ 63 Accrued shopper and merchant liability (1) 113 124 Accrued advertising 58 49 Accrued compensation and benefits 38 32 Accrued professional, legal, and contractor services 47 49 Sales and indirect tax liabilities 35 37 Insurance reserves 32 44 Other 69 68 Total $ 451 $ 466 ___________ (1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis: As of As of 2023 2024 (in thousands) Series A redeemable convertible preferred stock 5,833 5,833 Restricted stock units 33,459 28,473 Stock options outstanding 19,553 8,273 Remaining shares available for future issuance 39,523 50,123 Shares available for issuance under the 2023 Employee Stock Purchase Plan 7,000 9,790 Total 105,368 102,492 |
Schedule of Stock Options Roll Forward | The following table summarizes the activity related to the Company’s equity incentive plans: Shares Available for Future Grant Number of Options Weighted-Average Exercise Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) (in years) (in millions) As of January 1, 2024 39,523 19,553 $ 8.60 3.36 $ 302 Additional shares reserved 13,952 — Options exercised — (11,275) $ 6.53 Options cancelled and forfeited 5 (5) $ 8.43 Shares withheld related to net share settlement 3,214 — Restricted stock units granted (10,799) — Restricted stock units forfeited 4,228 — As of June 30, 2024 50,123 8,273 $ 11.43 3.69 $ 178 Options vested and expected to vest as of June 30, 2024 8,273 $ 11.43 3.69 $ 178 Options exercisable as of June 30, 2024 8,207 $ 11.14 3.69 $ 178 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table summarizes the activity related to the Company’s restricted stock for the six months ended June 30, 2024: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2024 326 $ 82.83 Vested (99) $ 120.48 Unvested and outstanding as of June 30, 2024 227 $ 66.37 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activity related to the Company’s RSUs for the six months ended June 30, 2024: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2024 29,119 $ 49.45 Granted (1) 10,799 $ 36.00 Vested (7,217) $ 50.79 Vested and not settled (216) $ 74.68 Forfeited (4,228) $ 51.35 Unvested and outstanding as of June 30, 2024 28,257 $ 43.47 ___________ (1) |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes stock-based compensation expense by line item in the condensed consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions) Cost of revenue $ — $ 2 $ — $ 4 Operations and support — 5 — 5 Research and development 2 75 4 54 Sales and marketing 1 23 2 32 General and administrative 1 31 3 50 Total stock-based compensation expense (1) $ 4 $ 136 $ 9 $ 145 ___________ (1) Stock-based compensation expense during the six months ended June 30, 2024 includes a benefit of $4 million, $79 million, $8 million, and $4 million for operations and support, research and development, sales and marketing, and general and administrative, respectively, related to the reversal of previously recognized stock-based compensation expense for unvested equity awards for executive departures during the three months ended March 31, 2024 and for terminated employees in connection with the restructuring plan. |
Net Income per Share Attribut_2
Net Income per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted net income per share attributable to common stockholders was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in millions, except share amounts, which are reflected in thousands, and per share amounts) Numerator: Net income $ 114 $ 61 $ 242 $ 191 Less: Undistributed earnings attributable to preferred stockholders (114) — (220) — Less: Accretion related to Series A redeemable convertible preferred stock — (3) — (5) Net income attributable to common stockholders, basic $ — $ 58 $ 22 $ 186 Add: Undistributed earnings reallocated to common stockholders — — 5 — Net income attributable to common stockholders, diluted $ — $ 58 $ 27 $ 186 Denominator: Weighted-average shares used in computing basic net income per share attributable to common stockholders 72,266 265,542 72,222 270,012 Weighted-average effect of dilutive securities: Stock options — 6,890 23,576 9,266 Restricted stock units — 13,824 — 11,705 Unvested restricted non-voting common stock — — 26 — Non-voting common stock warrants — — 3,510 — Weighted-average shares used in computing diluted net income per share attributable to common stockholders 72,266 286,256 99,334 290,983 $ — Net income per share attributable to common stockholders: Basic $ — $ 0.22 $ 0.30 $ 0.69 Diluted $ — $ 0.20 $ 0.27 $ 0.64 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities were excluded from the computation of diluted income per share attributable to common stockholders because their effect was not dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in thousands) Redeemable convertible preferred stock 167,692 — 167,692 — Series A redeemable convertible preferred stock — 5,833 — 5,833 Stock options 29,910 450 450 450 Restricted stock units — 240 — 799 Unvested restricted non-voting common stock 107 227 107 227 Non-voting common stock warrants 7,431 — — — Total 205,140 6,750 168,249 7,309 The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates: Three Months Ended June 30, Six Months Ended June 30, 2023 2024 2023 2024 (in thousands) Restricted stock units 63,467 1,937 63,467 1,937 Unvested restricted non-voting common stock 450 — 450 — Total 63,917 1,937 63,917 1,937 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes the restructuring costs recognized by line item within the condensed consolidated statements of operations for the six months ended June 30, 2024: Six Months Ended June 30, 2024 (in millions) Operations and support 2 Research and development 9 Sales and marketing 3 General and administrative 4 Total $ 18 |
Revenue - Reconciliation of Rev
Revenue - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 823 | $ 716 | $ 1,643 | $ 1,475 |
Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 595 | 510 | 1,198 | 1,069 |
Advertising and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 228 | $ 206 | $ 445 | $ 406 |
Revenue - Revenue from External
Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 823 | $ 716 | $ 1,643 | $ 1,475 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 791 | 691 | 1,578 | 1,426 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 32 | $ 25 | $ 65 | $ 49 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 147 | $ 134 |
One Customer | Accounts Receivable | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 12% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | $ 719 | $ 1,280 |
Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 710 | 1,231 |
Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 49 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 719 | 1,280 |
Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 710 | 1,231 |
Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 49 |
Money market funds | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 597 | 1,002 |
Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 597 | 1,002 |
U.S. government and government agency debt securities | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 113 | 229 |
U.S. government and government agency debt securities | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 47 |
U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 113 | 229 |
U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 47 |
Corporate debt securities | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 2 | |
Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 2 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 597 | 1,002 |
Level 1 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 597 | 1,002 |
Level 1 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 1 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 597 | 1,002 |
Level 1 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 1 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 1 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 122 | 278 |
Level 2 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 113 | 229 |
Level 2 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 49 |
Level 2 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 2 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 113 | 229 |
Level 2 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 9 | 47 |
Level 2 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 2 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 3 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 3 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 3 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 3 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | 0 | 0 |
Level 3 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | $ 0 | 0 |
Level 3 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, available-for-sale | $ 0 |
Investments - Amortized Cost Ve
Investments - Amortized Cost Versus Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 719 | $ 1,280 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 719 | 1,280 |
Cash equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 710 | 1,231 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 710 | 1,231 |
Cash equivalents | Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 597 | 1,002 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 597 | 1,002 |
Cash equivalents | U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 113 | 229 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 113 | 229 |
Short-term marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 9 | 49 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 9 | 49 |
Short-term marketable securities | U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 9 | 47 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | $ 9 | 47 |
Short-term marketable securities | Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 2 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | $ 2 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value by Maturity Dates (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Amortized Cost | ||
Within one year | $ 719 | $ 1,280 |
Total | 719 | 1,280 |
Debt Securities, Available-for-Sale, Maturity, Allocated and Single Maturity Date, Fair Value [Abstract] | ||
Within one year | 719 | 1,280 |
Total | $ 719 | $ 1,280 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 232 | $ 185 |
Less: accumulated depreciation and amortization | (58) | (50) |
Property and equipment, net | $ 174 | 135 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Total property and equipment | $ 18 | 17 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total property and equipment | $ 10 | 11 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 23 | 22 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 8 years | |
Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 181 | $ 135 |
Capitalized internal-use software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Capitalized internal-use software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 24 | $ 22 | ||
Capitalized computer software costs | $ 24 | $ 20 | 46 | 27 |
Share-based payment arrangement, amount capitalized | (10) | 0 | (18) | 0 |
Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | 2 | 3 | 4 | 6 |
Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized computer software, amortization | $ 3 | $ 1 | $ 6 | $ 2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 140 | $ 139 |
Accumulated Amortization | (76) | (62) |
Net Carrying Value | 64 | 77 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 91 | 91 |
Accumulated Amortization | (51) | (43) |
Net Carrying Value | $ 40 | $ 48 |
Weighted-Average Remaining Useful Life | 3 years | 3 years 3 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 27 | $ 27 |
Accumulated Amortization | (17) | (13) |
Net Carrying Value | $ 10 | $ 14 |
Weighted-Average Remaining Useful Life | 1 year 10 months 24 days | 2 years 3 months 18 days |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14 | $ 13 |
Accumulated Amortization | (5) | (4) |
Net Carrying Value | $ 9 | $ 9 |
Weighted-Average Remaining Useful Life | 5 years 1 month 6 days | 5 years 6 months |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8 | $ 8 |
Accumulated Amortization | (3) | (2) |
Net Carrying Value | $ 5 | $ 6 |
Weighted-Average Remaining Useful Life | 5 years 10 months 24 days | 5 years 10 months 24 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 7 | $ 7 | $ 14 | $ 14 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 12 | |
2025 | 22 | |
2026 | 17 | |
2027 | 7 | |
2028 | 4 | |
Thereafter | 2 | |
Net Carrying Value | $ 64 | $ 77 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued legal and regulatory matters | $ 63 | $ 59 |
Accrued shopper and merchant liability | 124 | 113 |
Accrued advertising | 49 | 58 |
Accrued compensation and benefits | 32 | 38 |
Accrued professional, legal, and contractor services | 49 | 47 |
Sales and indirect tax liabilities | 37 | 35 |
Insurance reserves | 44 | 32 |
Other | 68 | 69 |
Total | $ 466 | $ 451 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, renewal term | 5 years | 5 years | ||||
Lessee, operating lease, terminate term | 1 year | 1 year | ||||
Income tax examination, penalties and interest accrued | $ 29 | $ 29 | $ 32 | |||
Income taxes, potential tax, interest or penalties, increase (decrease) in reserve amount | (2) | $ (12) | (3) | $ (11) | ||
Payments for legal settlements | $ 32 | |||||
Loss contingency, accrual, increase (release) | $ 4 | $ (8) | $ 7 | $ (6) | ||
Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, term of contract | 1 year | 1 year | ||||
Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Lessee, operating lease, term of contract | 11 years | 11 years |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 21, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 22, 2023 | |
Class of Stock [Line Items] | |||||||
Volume-weighted average price, measuring period | 10 days | ||||||
Volume-weighted average price consecutive trading days | 10 days | ||||||
Accretion of Series A redeemable convertible preferred stock | $ 5,000,000 | $ 0 | |||||
Dividends | $ 0 | $ 0 | 0 | $ 0 | |||
Series A Redeemable Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, dividend rate approval threshold | 5% | ||||||
Accretion of Series A redeemable convertible preferred stock | $ (3,000,000) | $ (2,000,000) | $ (5,000,000) | ||||
Series A Redeemable Convertible Preferred Stock | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,833,333 | ||||||
Sale of stock, price per share (in dollars per share) | $ 30 | ||||||
Sale of stock, consideration received on transaction | $ 175,000,000 | ||||||
Share price | $ 30.65 | ||||||
Sale of Stock, expected term | 7 years | ||||||
Sale of stock, volatility rate | 54% | ||||||
Sale of stock, discount for lack of marketability | 35% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2024 $ / shares | Feb. 29, 2024 USD ($) shareholder shares | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Nov. 30, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock repurchased and retired during period, value | $ 325,000,000 | $ 715,000,000 | ||||||
Stock repurchase program, remaining authorized repurchase amount | 425,000,000 | $ 425,000,000 | ||||||
Dividends | $ 0 | $ 0 | 0 | $ 0 | ||||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | 279,000,000 | 4,000,000 | ||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 3,000,000 | $ 3,000,000 | ||||||
Options granted (in shares) | shares | 0 | 0 | 0 | 0 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 607,000,000 | $ 607,000,000 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 9 months 3 days | |||||||
Share-based payment arrangement, amount capitalized | (10,000,000) | $ 0 | $ (18,000,000) | $ 0 | ||||
Share-based payment arrangement, expense, tax benefit | $ 35,000,000 | $ 0 | $ 32,000,000 | $ 0 | ||||
Restricted Stock Units (RSUs) Performance Shares | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 586,920 | |||||||
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 36.35 | |||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 2 years 8 months 12 days | |||||||
Stock Repurchase Program - Nov 2023 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 500,000,000 | |||||||
Repurchase and retirement of common stock (in shares) | shares | 7,399,495 | 32,804,891 | ||||||
Stock repurchased and retired during period, value | $ 250,000,000 | $ 965,000,000 | ||||||
Stock Repurchase Program - Feb 2024 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | |||||||
Repurchase and retirement of common stock (in shares) | shares | 14,395,994 | |||||||
Stock repurchased and retired during period, value | $ 390,000,000 | |||||||
Number of shareholders | shareholder | 3 | |||||||
Stock Repurchase Program - June 2024 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 500,000,000 | $ 500,000,000 | ||||||
Repurchase and retirement of common stock (in shares) | shares | 2,286,998 | |||||||
Stock repurchased and retired during period, value | $ 75,000,000 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 102,492 | 105,368 |
Series A Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 5,833 | 5,833 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 28,473 | 33,459 |
Stock options outstanding | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 8,273 | 19,553 |
Remaining shares available for future issuance | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 50,123 | 39,523 |
Shares available for issuance under the 2023 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 9,790 | 7,000 |
Stockholders_ Equity - Schedu_2
Stockholders’ Equity - Schedule of Stock Options Roll Forward (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Shares Available for Future Grant | ||
Shares available for grant, beginning of period (in shares) | 39,523 | |
Additional shares reserved (in shares) | 13,952 | |
Options cancelled and forfeited (in shares) | 5 | |
Shares withheld related to net share settlement (in shares) | 3,214 | |
Shares available for grant, ending of period (in shares) | 50,123 | 39,523 |
Number of Options | ||
Options outstanding, beginning of period (in shares) | 19,553 | |
Options exercised (in shares) | (11,275) | |
Options cancelled and forfeited (in shares) | 5 | |
Options outstanding, ending of period (in shares) | 8,273 | 19,553 |
Options vested and expected to vest, exercisable (in shares) | 8,273 | |
Options exercisable (in shares) | 8,207 | |
Weighted-Average Exercise Price | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 11.43 | $ 8.60 |
Options exercised, weighted average exercise price (in dollars per share) | $ / shares | 6.53 | |
Options forfeited, weighted average exercise price (in dollars per share) | $ / shares | 8.43 | |
Options vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | $ / shares | 11.43 | |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 11.14 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options, outstanding, weighted average remaining contractual term | 3 years 8 months 8 days | 3 years 4 months 9 days |
Options vested and expected to vest, exercisable, weighted average remaining contractual term | 3 years 8 months 8 days | |
Options exercisable, weighted average remaining contractual term | 3 years 8 months 8 days | |
Options, outstanding, intrinsic value | $ | $ 178 | $ 302 |
Options vested and expected to vest, exercisable, aggregate intrinsic value | $ | 178 | |
Options exercisable, intrinsic value | $ | $ 178 | |
Stock options | ||
Shares Available for Future Grant | ||
Restricted stock units granted (in shares) | (10,799) | |
Restricted stock units forfeited (in shares) | 4,228 |
Stockholders_ Equity - Schedu_3
Stockholders’ Equity - Schedule of Nonvested Restricted Stock Shares Activity (Details) - Unvested restricted non-voting common stock shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Shares | |
Unvested and outstanding, beginning of period (in shares) | shares | 326 |
Vested (in shares) | shares | (99) |
Unvested and outstanding, ending of period (in shares) | shares | 227 |
Weighted-Average Grant-Date Fair Value per Share | |
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share) | $ / shares | $ 82.83 |
Vested, weighted average exercise price (in dollars per share) | $ / shares | 120.48 |
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) | $ / shares | $ 66.37 |
Stockholders_ Equity - Schedu_4
Stockholders’ Equity - Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares | 1 Months Ended | 6 Months Ended |
Apr. 30, 2024 | Jun. 30, 2024 | |
Stock options | ||
Number of Shares | ||
Unvested and outstanding, beginning of period (in shares) | 29,119,000 | |
Granted (in shares) | 10,799,000 | |
Vested (in shares) | (7,217,000) | |
Vested and not settled (in shares) | (216,000) | |
Forfeited (in shares) | (4,228,000) | |
Unvested and outstanding, ending of period (in shares) | 28,257,000 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share) | $ 49.45 | |
Granted, weighted average exercise price (in dollars per share) | 36 | |
Vested, weighted average exercise price (in dollars per share) | 50.79 | |
Vested and not settled, weighted average exercise price (in dollars per share) | 74.68 | |
Forfeited, weighted average exercise price (in dollars per share) | 51.35 | |
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) | $ 43.47 | |
Restricted Stock Units (RSUs) Performance Shares | ||
Number of Shares | ||
Granted (in shares) | 586,920 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Granted, weighted average exercise price (in dollars per share) | $ 36.35 |
Stockholders_ Equity - Share-Ba
Stockholders’ Equity - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 136 | $ 4 | $ 145 | $ 9 |
Cost of revenue | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2 | 0 | 4 | 0 |
Operations and support | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 5 | 0 | 5 | 0 |
Employee benefits and share-based compensation | 4 | |||
Research and development | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 75 | 2 | 54 | 4 |
Employee benefits and share-based compensation | 79 | |||
Sales and marketing | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 23 | 1 | 32 | 2 |
Employee benefits and share-based compensation | 8 | |||
General and administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 31 | $ 1 | 50 | $ 3 |
Employee benefits and share-based compensation | $ 4 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | 10.90% | 19.70% | 18.10% | 21% |
Net Income per Share Attribut_3
Net Income per Share Attributable to Common Stockholders - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income | $ 61,000 | $ 130,000 | $ 114,000 | $ 128,000 | $ 191,000 | $ 242,000 |
Undistributed earnings attributable to preferred stockholders | 0 | (114,000) | 0 | (220,000) | ||
Less: Accretion related to Series A redeemable convertible preferred stock | (3,000) | 0 | (5,000) | 0 | ||
Net income attributable to common stockholders, basic | 58,000 | 0 | 186,000 | 22,000 | ||
Undistributed earnings reallocated to common stockholders | 0 | 0 | 0 | 5,000 | ||
Net income attributable to common stockholders, diluted | $ 58,000 | $ 0 | $ 186,000 | $ 27,000 | ||
Denominator: | ||||||
Weighted-average shares used in computing basic net income per share attributable to common stockholders (in shares) | 265,542 | 72,266 | 270,012 | 72,222 | ||
Weighted-average shares used in computing diluted net income per share attributable to common stockholders (in shares) | 286,256 | 72,266 | 290,983 | 99,334 | ||
Net income per share attributable to common stockholders, basic (in dollars per share) | $ 0.22 | $ 0 | $ 0.69 | $ 0.30 | ||
Net income per share attributable to common stockholders, diluted (in dollars per share) | $ 0.20 | $ 0 | $ 0.64 | $ 0.27 | ||
Stock options | ||||||
Denominator: | ||||||
Weighted average effect of dilutive securities (in shares) | 6,890 | 0 | 9,266 | 23,576 | ||
Restricted stock units | ||||||
Denominator: | ||||||
Weighted average effect of dilutive securities (in shares) | 13,824 | 0 | 11,705 | 0 | ||
Unvested restricted non-voting common stock | ||||||
Denominator: | ||||||
Weighted average effect of dilutive securities (in shares) | 0 | 0 | 0 | 26 | ||
Non-voting common stock warrants | ||||||
Denominator: | ||||||
Weighted average effect of dilutive securities (in shares) | 0 | 0 | 0 | 3,510 |
Net Income per Share Attribut_4
Net Income per Share Attributable to Common Stockholders - Anti-dilutive (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 6,750 | 205,140 | 7,309 | 168,249 |
Performance and or Market-Based Conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 1,937 | 63,917 | 1,937 | 63,917 |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 0 | 167,692 | 0 | 167,692 |
Series A Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 5,833 | 0 | 5,833 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 450 | 29,910 | 450 | 450 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 240 | 0 | 799 | 0 |
Restricted stock units | Performance and or Market-Based Conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 1,937 | 63,467 | 1,937 | 63,467 |
Unvested restricted non-voting common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 227 | 107 | 227 | 107 |
Unvested restricted non-voting common stock | Performance and or Market-Based Conditions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 0 | 450 | 0 | 450 |
Non-voting common stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation | 0 | 7,431 | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||
Operating expenses | $ 571 | $ 408 | $ 1,041 | $ 840 | ||
Prepaid expenses and other current assets | 126 | 126 | $ 129 | |||
Accounts payable | $ 57 | $ 57 | 72 | |||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 0 | 0 | ||||
Operating expenses | $ 8 | $ 6 | $ 11 | |||
Prepaid expenses and other current assets | 13 | |||||
Accounts payable | $ 0 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Feb. 09, 2024 employee | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, number of positions eliminated | employee | 250 | |||||
Restructuring and related cost, number of positions eliminated, expected percent | 7% | |||||
Total stock-based compensation expense | $ 136 | $ 4 | $ 145 | $ 9 | ||
2024 Restructuring Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Total stock-based compensation expense | $ 0 | |||||
Benefit amount, reversal of previously recognized stock-based compensation expense | $ 46 | |||||
Accounts Payable and Accrued Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost remaining | $ 0 | $ 0 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring and Related Costs (Details) - Employee Severance - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 0 | $ 18 |
Operations and support | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2 | |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 9 | |
Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 3 | |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 4 |