Cover
Cover - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2020 | Feb. 26, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39759 | |
Entity Registrant Name | DOORDASH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2852392 | |
Entity Address, Address Line One | 303 2nd Street, South Tower, 8th Floor | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 650 | |
Local Phone Number | 487-3970 | |
Title of 12(b) Security | Class A common stock, par value of $0.00001 per share | |
Trading Symbol | DASH | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | false | |
Entity Shell Company | false | |
Entity Public Float | $ 19.9 | |
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2020. | |
Entity Central Index Key | 0001792789 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 290,150,290 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,313,450 | |
Class C Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets (St
Consolidated Balance Sheets (Statement) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 4,345 | $ 257 |
Marketable securities | 514 | 508 |
Funds held at payment processors | 146 | 50 |
Accounts receivable, net | 291 | 58 |
Prepaid expenses and other current assets | 221 | 125 |
Total current assets | 5,517 | 998 |
Restricted cash | 0 | 30 |
Operating lease right-of-use assets | 203 | 166 |
Property and equipment, net | 210 | 101 |
Intangible assets, net | 74 | 103 |
Goodwill | 316 | 306 |
Other assets | 33 | 28 |
Total assets | 6,353 | 1,732 |
Current liabilities: | ||
Accounts payable | 80 | 20 |
Operating lease liabilities | 15 | 17 |
Convertible notes | 364 | 0 |
Accrued expenses and other current liabilities | 943 | 345 |
Total current liabilities | 1,402 | 382 |
Operating lease liabilities | 238 | 167 |
Other liabilities | 13 | 1 |
Total liabilities | 1,653 | 550 |
Commitments and contingencies (Note 10) | ||
Redeemable convertible preferred stock, $0.00001 par value, 235,860 and zero shares authorized, 230,667 and zero shares issued and outstanding as of December 31, 2019 and 2020, respectively; liquidation preference of $2,197 and zero as of December 31, 2019 and 2020, respectively | 0 | 2,264 |
Stockholders’ (deficit) equity: | ||
Common stock, par value, Class A, Class B and Class C shares authorized, issued and outstanding | 0 | 0 |
Additional paid-in capital | 6,313 | 70 |
Accumulated deficit | (1,613) | (1,152) |
Total stockholders’ (deficit) equity | 4,700 | (1,082) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ (deficit) equity | $ 6,353 | $ 1,732 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Redeemable convertible preferred stock, par value ($ per share) | $ 0.00001 | $ 0.00001 |
Rebeemable convertible preferred, authorized (shares) | 0 | 235,860,000 |
Redeemable convertible preferred, issued (shares) | 0 | 230,667,000 |
Redeemable convertible preferred, outstanding (shares) | 0 | 230,667,000 |
Redeemable convertible preferred liquidation preference | $ 0 | $ 2,197,000,000 |
Common stock, par value ($ per share) | $ 0.00001 | $ 0.00001 |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (shares) | 6,000,000,000 | 360,000,000 |
Common stock, issued (shares) | 287,190,000 | 43,937,000 |
Common stock, outstanding (shares) | 287,190,000 | 43,937,000 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (shares) | 200,000,000 | 0 |
Common stock, issued (shares) | 31,313,000 | 0 |
Common stock, outstanding (shares) | 31,313,000 | 0 |
Class C Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, authorized (shares) | 2,000,000,000 | 0 |
Common stock, issued (shares) | 0 | 0 |
Common stock, outstanding (shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Statement) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 2,886 | $ 885 | $ 291 |
Costs and expenses: | |||
Cost of revenue, exclusive of depreciation and amortization shown separately below | 1,368 | 523 | 228 |
Sales and marketing | 957 | 594 | 135 |
Research and development | 321 | 107 | 51 |
General and administrative | 556 | 245 | 78 |
Depreciation and amortization | 120 | 32 | 9 |
Total costs and expenses | 3,322 | 1,501 | 501 |
Loss from operations | (436) | (616) | (210) |
Interest income | 7 | 18 | 7 |
Interest expense | (32) | 0 | (1) |
Other (expense) income, net | 3 | (68) | 0 |
Loss before income taxes | (458) | (666) | (204) |
Provision for income taxes | 3 | 1 | 0 |
Net loss | (461) | (667) | (204) |
Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | (3) |
Deemed dividend to preferred stockholders | 0 | (1) | 0 |
Net loss attributable to common stockholders | $ (461) | $ (668) | $ (207) |
Net loss per share attributabe to common stockholders, basic and diluted ($ per share) | $ (7.39) | $ (15.44) | $ (4.67) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 62,390 | 43,252 | 44,305 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Statement) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (461) | $ (667) | $ (204) |
Other comprehensive (loss) income: | |||
Change in unrealized (loss) gain on marketable securities | 0 | 1 | (1) |
Total other comprehensive (loss) income | 0 | 1 | (1) |
Comprehensive loss | $ (461) | $ (666) | $ (205) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Statement) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockAdditional Paid-in Capital | Series D redeemable convertible preferred stock | Series E redeemable convertible preferred stock | Series F redeemable convertible preferred stock | Series G redeemable convertible preferred stock | Series H redeemable convertible preferred stock |
Common stock, outstanding (shares), beginning at Dec. 31, 2017 | 44,128,000 | |||||||||||
Beginning balance at Dec. 31, 2017 | $ (198) | $ 0 | $ 23 | $ (221) | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase and retirement of stock (shares) | (7,208,000) | |||||||||||
Repurchase and retirement of stock | (60) | (60) | $ (3) | $ (3) | ||||||||
Other comprehensive loss | (1) | (1) | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11,752,000 | |||||||||||
Conversion of promissory notes to Series D redeemable convertible preferred stock | $ 60 | |||||||||||
Issuance of common stock upon exercise of stock options (shares) | 4,882,000 | |||||||||||
Issuance of common stock upon exercise of stock options | 5 | 5 | ||||||||||
Stock-based compensation | 25 | 25 | ||||||||||
Net loss | (204) | $ (204) | (204) | |||||||||
Common stock, outstanding (shares), ending at Dec. 31, 2018 | 41,802,000 | |||||||||||
Ending balance at Dec. 31, 2018 | (436) | $ 0 | 50 | (485) | (1) | |||||||
Preferred stock, outstanding (shares), beginning at Dec. 31, 2017 | 75,550,000 | |||||||||||
Beginning balance at Dec. 31, 2017 | $ 200 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (shares) | 86,256,000 | 18,055,000 | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 475 | $ 250 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11,752,000 | |||||||||||
Conversion of promissory notes to Series D redeemable convertible preferred stock | $ 60 | |||||||||||
Repurchase and retirement of preferred stock (shares) | (297,000) | |||||||||||
Preferred stock, outstanding (shares), ending at Dec. 31, 2018 | 191,316,000 | |||||||||||
Ending balance at Dec. 31, 2018 | $ 985 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Deemed dividend to preferred stockholders | (1) | (1) | ||||||||||
Other comprehensive loss | 1 | 1 | ||||||||||
Issuance of common stock upon exercise of stock options (shares) | 2,135,000 | |||||||||||
Issuance of common stock upon exercise of stock options | 3 | 3 | ||||||||||
Stock-based compensation | 18 | 18 | ||||||||||
Net loss | (667) | $ (667) | (667) | |||||||||
Common stock, outstanding (shares), ending at Dec. 31, 2019 | 43,937,000 | |||||||||||
Ending balance at Dec. 31, 2019 | $ (1,082) | $ 0 | 70 | (1,152) | 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (shares) | 18,186,000 | 18,529,000 | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 408 | $ 703 | ||||||||||
Forward contract liability recognized in connection with Series F redeemable convertible preferred stock | $ 68 | |||||||||||
Issuance of Series G redeemable convertible preferred stock in connection with the acquisition of Caviar (shares) | 2,636,000 | |||||||||||
Issuance of Series G redeemable convertible preferred stock in connection with the acquisition of Caviar | $ 100 | |||||||||||
Preferred stock, outstanding (shares), ending at Dec. 31, 2019 | 230,667,000 | 230,667,000 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 2,264 | $ 2,264 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive loss | 0 | |||||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions (shares) | 33,000,000 | |||||||||||
Issuance of common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | 3,269 | 3,269 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 239,270,000 | (238,984,000) | ||||||||||
Conversion of promissory notes to Series D redeemable convertible preferred stock | $ 2,646 | 2,646 | $ (2,646) | |||||||||
Issuance of common stock upon exercise of common stock warrants (shares) | 105,000 | |||||||||||
Issuance of common stock upon settlement of RSUs (shares) | 65,000 | |||||||||||
Shares withheld related to net share settlement (shares) | (65,000) | (65,000) | ||||||||||
Shares withheld related to net share settlement | $ (7) | (7) | ||||||||||
Issuance of common stock upon exercise of stock options (shares) | 2,191,000 | 2,191,000 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 5 | 5 | ||||||||||
Stock-based compensation | 330 | 330 | ||||||||||
Net loss | (461) | (461) | ||||||||||
Common stock, outstanding (shares), ending at Dec. 31, 2020 | 318,503,000 | |||||||||||
Ending balance at Dec. 31, 2020 | 4,700 | $ 0 | 6,313 | $ (1,613) | $ 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (shares) | 8,322,000 | |||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 382 | |||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 239,270,000 | (238,984,000) | ||||||||||
Conversion of promissory notes to Series D redeemable convertible preferred stock | $ 2,646 | $ 2,646 | $ (2,646) | |||||||||
Repurchase and retirement of preferred stock (shares) | (5,000) | |||||||||||
Preferred stock, outstanding (shares), ending at Dec. 31, 2020 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Statement) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (461) | $ (667) | $ (204) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 120 | 32 | 9 |
Change in fair value of forward contract liability | 0 | 67 | 0 |
Non-cash interest expense | 31 | 0 | 0 |
Stock-based compensation | 322 | 18 | 24 |
Reduction of operating lease right-of-use assets and accretion of operating lease liabilities | 40 | 22 | 0 |
Bad debt expense | 16 | 4 | 0 |
Other | 18 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Funds held at payment processors | (96) | (9) | (19) |
Accounts receivable, net | (248) | (40) | (17) |
Prepaid expenses and other current assets | (96) | (88) | (30) |
Other assets | (20) | (18) | (5) |
Accounts payable | 54 | (13) | 25 |
Accrued expenses and other current liabilities | 587 | 251 | 48 |
Payments for operating lease liabilities | (26) | (3) | 0 |
Other liabilities | 11 | (23) | 10 |
Net cash (used in) provided by operating activities | 252 | (467) | (159) |
Cash flows from investing activities | |||
Purchases of property and equipment | (106) | (78) | (13) |
Acquisitions, net of cash acquired | (28) | (315) | 0 |
Capitalized software and website development costs | (53) | (14) | (3) |
Purchases of marketable securities | (593) | (762) | (390) |
Sales of marketable securities | 4 | 160 | 0 |
Maturities of marketable securities | 583 | 440 | 49 |
Other investing activities | 1 | (1) | 0 |
Net cash used in investing activities | (192) | (570) | (357) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriter discounts | 3,289 | 0 | 0 |
Proceeds from issuance of preferred stock, net of issuance costs | 382 | 1,111 | 725 |
Proceeds from issuance of convertible notes, net of issuance costs | 333 | 0 | 0 |
Proceeds from exercise of stock options | 5 | 3 | 5 |
Repurchase of common stock | 0 | 0 | (60) |
Deferred offering costs paid | (6) | (3) | 0 |
Taxes paid related to net share settlement of equity awards | (7) | 0 | 0 |
Other financing activities | 0 | (2) | (4) |
Net cash provided by financing activities | 3,996 | 1,109 | 666 |
Foreign currency effect on cash, cash equivalents, and restricted cash | 2 | 0 | 0 |
Net increase in cash, cash equivalents, and restricted cash | 4,058 | 72 | 150 |
Cash, cash equivalents, and restricted cash, beginning of period | 287 | 215 | 65 |
Cash, cash equivalents, and restricted cash, end of period | $ 4,345 | $ 287 | $ 215 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 4,345 | $ 257 | $ 215 |
Restricted cash | 0 | 30 | 0 |
Total cash, cash equivalents, and restricted cash | 4,345 | 287 | 215 |
Non-cash investing and financing activities | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 2,646 | 0 | 0 |
Purchases of property and equipment not yet settled | 17 | 14 | 3 |
Conversion of convertible promissory notes to preferred stock | 0 | 0 | 60 |
Redeemable convertible preferred stock issued in connection with an acquisition | 0 | 100 | 0 |
Leasehold improvements acquired through tenant improvement allowance | 9 | 0 | 0 |
Deferred offering costs not yet paid | 10 | 2 | 0 |
Stock-based compensation included in capitalized software and website development costs | 8 | 0 | 0 |
Holdback consideration for acquisitions | $ 3 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Description of Business DoorDash, Inc. (the “Company”), is incorporated in Delaware with headquarters in San Francisco, California. The Company provides a local logistics platform that enables local brick-and-mortar businesses to address consumers’ expectations of ease and immediacy and thrive in today’s convenience economy. The Company’s local logistics platform connects merchants, consumers, and Dashers. The Company operates the DoorDash Marketplace, which enables merchants to establish an online presence and expand their reach by connecting them with consumers (the “Marketplace”). Merchants can either fulfill this demand with independent contractors who use the Company’s platform to deliver orders (“Dashers”) or by in-person pickup by consumers. As part of the Marketplace, the Company also offers Pickup, which allows consumers to place advance orders, skip lines, and pick up their orders conveniently with no consumer fees, as well as DoorDash for Work, which provides merchants on the Company’s platform with large group orders and catering orders for businesses and events. The Marketplace also includes DashPass, the Company’s subscription product, which provides consumers with unlimited access to eligible merchants with zero delivery fees and reduced service fees. In addition to the Marketplace, the Company offers DoorDash Drive, a white-label logistics service that enables merchants that have generated consumer demand through their own channels to fulfill this demand using the Company’s local logistics platform (“Drive”), and DoorDash Storefront that enables merchants to create their own branded online ordering experience, providing them with a turnkey solution to offer consumers on-demand access to e-commerce without investing in in-house engineering or logistics capabilities. Initial Public Offering On December 9, 2020, the Company completed its initial public offering ("IPO") in which it issued and sold 33 million shares of its Class A common stock at the public offering price of $102.00 per share. The Company received net proceeds of $3.3 billion after deducting underwriting discounts and commissions and offering costs. Immediately prior to the completion of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 239 million shares of its common stock. Additionally, immediately prior to the completion of the IPO, the Company filed its Amended and Restated Certificate of Incorporation, which authorizes a total of 6.0 billion shares of Class A common stock, 200 million shares of Class B common stock, 2.0 billion shares of Class C common stock, and 600 million shares of preferred stock. Upon the filing of the Amended and Restated Certificate of Incorporation, 285 million shares of the Company’s common stock were automatically reclassified into an equivalent number of shares of the Company’s Class A common stock (the “Reclassification”). Immediately after the Reclassification and prior to the completion of the IPO, a total of 31 million shares of Class A common stock held by Tony Xu, Andy Fang, Stanley Tang, and their respective affiliated trusts were exchanged for an equivalent number of shares of Class B common stock pursuant to the terms of certain exchange agreements. As a result, following the completion of the IPO, the Company has three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock, of which Class A common stock and Class B common stock were outstanding as of December 31, 2020. The Company granted certain employees restricted stock units (“RSUs”) with both service-based and liquidity event-related performance vesting conditions ("IPO Vested RSUs"). Upon the consummation of the Company’s IPO, the Company recognized $279 million of stock-based compensation expense for IPO Vested RSUs as the performance vesting condition was satisfied. One share of Class A common stock for each of the IPO Vested RSUs will be delivered on the applicable settlement date, which is approximately 180 days after the IPO. The future tax benefits on settlement of the above RSUs is not expected to be material as currently the Company has established valuation allowances to reduce its net deferred tax assets to the amount that is more likely than not to be realized. To meet the related tax withholding requirements related to IPO Vested RSUs, for stockholders who elected to net share settle, the Company withheld 65,058 shares of Class A common stock subject to the vesting of the IPO Vested RSUs and paid $7 million to the relevant tax authorities in cash to satisfy such tax obligations as well as any income tax withholding obligations arising as a result of settlement of such shares. Certain employees elected to receive a short-term loan from the Company, with interest that will accrue at the applicable federal rate. The short-term loan extended to employees totaled $10 million as of December 31, 2020 and is included within prepaid expenses and other current assets on the Company's consolidated balance sheets. The balance of the loan is repayable from the proceeds of sale of shares into the market on the settlement date. Stock Splits In November 2020, the Company’s board of directors and the stockholders of the Company approved a five-for-one forward stock split of the Company’s common stock and redeemable convertible preferred stock (collectively, the “Capital Stock”), which became effective on November 9, 2020. The authorized number of each class and series of Capital Stock was proportionally increased in accordance with the five-for-one stock split and the par value of each class of Capital Stock was not adjusted as a result of this forward stock split. All common stock, redeemable convertible preferred stock, stock options, RSUs, warrants, and per share information presented within these consolidated financial statements have been adjusted to reflect this forward stock split on a retroactive basis for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of DoorDash, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany transactions have been eliminated in consolidation. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reportable segment. See Note 3 for revenue by geography. As of December 31, 2019, long-lived assets located outside of the United States were not material. As of December 31, 2020, long-lived assets located outside of the United States were $21 million . Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. Estimates include, but are not limited to, revenue recognition, allowances for credit losses, estimated useful lives of property and equipment, capitalized software and website development costs, intangible assets, stock-based compensation, valuation of investments and other financial instruments, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Cash, Cash Equivalents, and Restricted Cash Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash equivalents include short-term, highly liquid investments with original maturities of three months or less and their carrying values approximate fair value due to their short-term maturities. Restricted cash consists of collateral provided for letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2020, the restricted cash balance was not material. Marketable Securities Marketable securities primarily consist of commercial paper, U.S. government agency securities, U.S. Treasury securities, and corporate bonds. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Securities with original maturities greater than three months, but less than one year, are included in current assets and securities with original maturities greater than one year are included in non-current assets on the consolidated balance sheets. All marketable securities are classified as available-for-sale and reported at fair value. If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates the security for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other income (expense), net in the consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. Unrealized losses not resulting from credit losses are recorded through accumulated other comprehensive income (loss). Funds Held at Payment Processors Funds held at payment processors represent cash due from the Company’s payment processors for cleared transactions with merchants and consumers, as well as funds transferred to payment processors for Dasher payout. Accounts Receivable, Net and Allowance for Credit Losses Accounts receivable, net primarily represents receivables from merchants generated through the Company’s Drive offering. The Company maintains an allowance for credit losses, which is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for credit losses on a collective basis by considering the age of each outstanding invoice, each customer’s expected ability to pay and collection history, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine whether the allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. The Company recorded $16 million of bad debt expense in the year ended December 31, 2020. Write-off in the year ended December 31, 2020 totaled $5 million. Bad debt expense was not material in the years ended December 31, 2018 and 2019. As of December 31, 2019 and 2020, allowance for credit losses on accounts receivable was $2 million and $13 million, respectively. Property and Equipment, Net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Estimated Useful Life Equipment for merchants 2 years Computer equipment and software 2 years Office equipment 5 years Capitalized software and website development costs 2 years Leasehold improvements Shorter of estimated useful life or lease term Maintenance and repair costs are charged to expense as incurred. Upon disposal of a fixed asset, the Company records a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. There were no disposals during the year ended December 31, 2018 and disposals were not material for the years ended December 31, 2019 and 2020. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2020 and determined that the fair value of the reporting unit significantly exceeded its carrying value. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. Intangible Assets, Net Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives. The Company reviews identifiable amortizable intangible assets to be held and used for impairment under the long-lived asset model described under “Impairment of Long-Lived Assets” below. Capitalized Software and Website Development Costs The Company incurred costs relating to the development of the Company’s technology platform, which includes Dasher and merchant tools, mobile apps, and website and content development. Software development costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Costs to develop the Company’s technology platform are capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades on a per project basis. Impairment of Long-Lived Assets The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset or asset group over the asset’s or asset group’s fair value generally determined by estimates of future discounted cash flows. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell. During the year ended December 31, 2020, the Company recognized an impairment of $11 million related to an operating lease right-of-use asset associated with its former headquarters, which the Company subleased to another company. Insurance Reserves The Company utilizes a combination of third-party insurance and self-insurance programs to insure costs including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit. The recorded self-insurance reserves reflect the estimated cost for claims incurred but not paid and claims that have been incurred but not yet reported. The estimate of the Company’s self-insured ultimate obligation utilizes actuarial techniques applied to historical claim and loss experience. The Company utilizes assumptions based on actuarial judgment with consideration toward relevant industry claim and loss development factors, which includes the development time frame and settlement patterns, and expected loss rates. To limit exposure to some risks, the Company maintains additional insurance coverage with varying limits and retentions. The Company cannot predict whether this insurance will be adequate to cover all potential hazards incidental to its business. Reserves are periodically reviewed and adjusted as necessary as experience develops or new information becomes known. However, ultimate results may differ from the Company’s estimates, which could result in losses over the Company’s reserved amounts. Loss Contingencies The Company is involved in various lawsuits, claims, investigations, and proceedings that arise in connection with its business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability in accrued expenses and other current liabilities on the consolidated balance sheets when the Company believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. The Company discloses material contingencies when it believes that a loss is not probable but reasonably possible. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a quarterly basis and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Sales and Indirect Taxes The Company records sales and indirect tax liabilities when they become probable and the amount can be reasonably estimated. Sales and indirect tax liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains and losses on available-for-sale marketable securities. The financial statements of the Company’s foreign subsidiaries are translated from their functional currency, which is typically the local currency, into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average monthly exchange rates. The resulting gain or loss is included in accumulated other comprehensive income (loss) on the consolidated balance sheets. Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of stockholders’ deficit within accumulated other comprehensive income (loss). Stock-Based Compensation The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. The fair value of stock options is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: • per share fair value of the underlying common stock; • exercise price; • expected term; • risk-free interest rate; • expected stock price volatility over the expected term; and • expected annual dividend yield. For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. The Company’s common stock is not publicly traded, and therefore, the Company used the historical volatility of the stock price of similar publicly traded peer companies. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. The fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Prior to November 2020, RSUs granted by the Company vest upon the satisfaction of both a service-based vesting condition, which is typically four years, and a liquidity event-related performance vesting condition. The liquidity event-related performance vesting condition was achieved upon the consummation of the Company's IPO, and the Company recorded a cumulative stock-based compensation expense of $279 million as of the IPO date for those RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. Since November 2020, with the exception of the CEO Performance Award (as discussed further in Note 12), the Company only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis over the requisite service period. For the CEO Performance Award that includes a market condition, the fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the derived service period, using the accelerated attribution method. If the stock price goals are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested award. Provided that Tony Xu continues to be the Chief Executive Officer of the Company, Stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price goals are achieved. Prior to the IPO, the fair value of the shares of common stock underlying the stock options and RSUs has historically been determined by the Company’s board of directors as there is no public market for the underlying common stock. The Company’s board of directors determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s common and redeemable convertible preferred stock to outside investors in arms-length transactions (including the IPO), the Company’s operating and financial performance, the lack of marketability, and the general and industry specific economic outlook, amongst other factors. After the completion of the IPO, the fair value of the Company's Class A common stock is determined based on the New York Stock Exchange ("NYSE") closing price on the date of grant. The Company records forfeitures when they occur for all share-based payment awards. Provision for Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company operates in various tax jurisdictions and is subject to audit by tax authorities. The Company recognizes the tax benefit of an uncertain tax position only if it is more-likely-than-not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50% likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s convertible promissory notes entered into in February 2020, which are recorded at amortized cost, approximates fair value as the stated interest rate approximates market rates for similar loans. Concentration of Credit Risk The Company’s cash, cash equivalents, marketable securities, funds held at payment processors, and accounts receivable are potentially subject to concentration of credit risk. Although the Company deposits its cash with multiple financial institutions, the deposits, at times, may exceed federally insured limits. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. The Company limits purchases of debt securities to investment-grade securities. The Company has not experienced any significant credit losses historically. The Company relies on a limited number of third parties to provide payment processing services (“payment processors”) including collecting amounts due from end-users and processing Dasher payouts. Payment processors are financial institutions or credit card companies that the Company believes are of high credit quality. The Company retains the risk of collecting such amounts from the payment processor, which are included in funds held at payment processors for the unsettled portion at each period end. The portion of the payments to be remitted to Dashers and merchants is included in accrued expenses and other current liabilities. Although the Company pre-authorizes forms of payment to mitigate its exposure, the Company absorbs all credit card losses. Accounts receivable, net primarily represents receivables from merchants that were generated through the Company’s Drive offering. As of December 31, 2019, two entities individually accounted for 26% and 11% of accounts receivable, net, respectively. As of December 31, 2020, three entities in dividually accounted for 20%, 14%, and 10% of accounts receivable, net, respectively. No customer accounted for 10% or more of revenue for the years ended December 31, 2018, 2019, and 2020. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with its Customers. The Company generates a substantial majority of its revenue from orders completed through the DoorDash Marketplace and the related commissions charged to partner merchants and fees charged to consumers. A partner merchant represents a merchant that has entered into a contractual agreement with DoorDash. Revenue from the DoorDash Marketplace is recognized at the point in time when the consumer obtains control of the merchant’s products. The Company also generates revenue from membership fees paid by consumers for DashPass, which is recognized as part of the DoorDash Marketplace. Revenue generated from the Company’s DashPass subscriptions is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of subscription purchased by the consumer. In addition, the Company also generates revenue from its Drive offering by collecting per-order fees from merchants that use its local logistics platform to arrange for delivery services that fulfill demand generated through their own channels. Revenue from Drive is recognized at the point in time when the consumer obtains control of the merchant’s products. When determining the appropriate accounting for the fees collected in exchange for the use of the Company’s local logistics platform, the Company considered its contractual arrangements with the parties involved as well as its customary business practices. Under the Company’s agreements with partner merchants, the Company agrees to a commission to be earned as a percentage of the total dollar value of goods ordered. When a consumer signs up to use the Company’s local logistics platform, the consumer agrees to be charged certain fees, at the time an order is placed, in exchange for use of the platform. The Company has concluded that a contract exists between the Company and a partner merchant when the partner merchant accepts each consumer’s order, and a contract exists between the Company and a consumer when the consumer places the order and requests delivery services. The duration of a contract is typically equal to the time between when the order is placed and a Dasher picks up the food from the merchant. Contracts including variable consideration with partner merchants were not material for the periods presented. The Company’s local logistics platform facilitates orders between consumers and partner merchants. Separately, the Company’s platform arranges for consumers to obtain delivery service from Dashers. The Company has determined that the order facilitation service and delivery facilitation service are distinct performance obligations and has therefore considered whether it is a principal or agent separately for each of these items. The order facilitation service and the delivery facilitation service are distinct given that the consumer can benefit from each item separately. Further, the order facilitation service and delivery facilitation service are separately identifiable as the nature of the promises are to transfer the order facilitation service and delivery facilitation service individually, rather than as a combined item. Principal vs. Agent Considerations Judgment is required in determining whether the Company is the principal or the agent in transactions with partner merchants, consumers, and Dashers. As it relates to the accounting for order facilitation services and delivery facilitation services, the Company evaluated whether to present revenue on a gross versus net basis based on whether it controls each specified good or service before it is provided to the consumer in DoorDash Marketplace transactions. With respect to order facilitation services, the Company has determined it is an agent for partner merchants in facilitating the sale of products to the consumer through the DoorDash Marketplace. The consumer accesses the Company’s local logistics platform to identify merchants and places an order for merchants’ products. These orders are picked up from partner merchants and delivered to consumers by Dashers. The Company does not control the products prior to them being transferred to the consumer as it neither has the ability to redirect the products to another consumer nor does it obtain any economic benefit from the products. With respect to delivery facilitation services, the Company has determined it is acting as an agent for the consumer in facilitating the delivery of products by connecting consumers with Dashers. As the Company’s role with the delivery facilitation service is only to arrange for a delivery opportunity to be offered to prospective Dashers, it does not control how the delivery service is ultimately provided to the consumer. As the Company is an agent in facilitating the sale of products and delivery services, the Company reports revenue on a net basis, reflecting amounts collected from consumers, less amounts remitted to merchants and Dashers. Dasher payout represents the amounts paid to Dashers for deliveries, including incentives and tips, except for certain referral bonuses. From time to time, Dashers may request an earlier payment settlement in exchange for a reduction in Dasher payout. The amounts payable to merchants and Dashers are included in accrued expenses and other current liabilities on the consolidated balance sheets as payments are typically settled on a weekly basis. The Company recognizes revenue from both partner merchants and consumers for each successfully completed transaction. The Company satisfies its performance obligations to a partner merchant when there is a successful sale of the merchant’s products and meets its performance obligation to a consumer once the Dasher has picked up the products from the merchant for delivery to the consumer. DoorDash also provides value-add services to merchants. These services are generally considered separate performance obligations and revenue is recognized over the period in which services are provided. Revenue generated from such services is not material in all periods presented. Gift Cards The Company sells gift cards to consumers that can be redeemed through its Marketplace. Proceeds from the sale of gift cards are deferred and recorded as contract liabilities until consumers use the card to place orders on its platform. When gift cards are redeemed, revenue is recognized on a net basis as the difference between the amounts collected from consumers less amounts remitted to merchants and Dashers. Refunds and Credits From time to time the Company issues credits or refunds to merchants and consumers to ameliorate issues that may arise with orders. The Company accounts for such refunds as variable consideration and therefore records the amount of each refund or credit issued as a reduction of revenue. Incentive Programs The Company offers incentives to attract consumers and Dashers to use its local logistics platform. Consumers typically receive credits or discounted delivery fees while Dashers typically receive cash incentives. Each of the incentives are described below: Consumer Promotions The Company uses promotions in tandem with sales and marketing spend to attract new consumers to its platform. Promotions offered to consume |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables present the Company’s revenue disaggregated by offering and by geographical region. Revenue by offering was as follows (in millions): Year Ended December 31, 2018 2019 2020 Core business $ 282 $ 876 $ 2,886 Other revenue 9 9 — Total revenue $ 291 $ 885 $ 2,886 Core business is primarily comprised of Marketplace, which includes Pickup and DoorDash for Work, and Drive. Revenue by geographic area is determined based on the address of the merchant, or in the case of DashPass, the address of the consumer. Revenue by geographic area was as follows (in millions): Year Ended December 31, 2018 2019 2020 United States $ 282 $ 877 $ 2,875 International 9 8 11 Total revenue $ 291 $ 885 $ 2,886 Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to or collections from customers. The Company’s contract liabilities balance, which is included in accrued expenses and other current liabilities on the consolidated balance sheets, is primarily comprised of unredeemed gift cards, prepayments received from consumers for DashPass subscriptions, certain consumer credits as well as other transactions for which the revenue is recognized over time. The contract liabilities balance was $13 million and $108 million as of December 31, 2019 and 2020, respectively, and the increase was primarily driven by increased sales of gift card in the year ended December 31, 2020. Deferred Contract Costs Deferred contract costs represent direct and incremental costs incurred to acquire or fulfill the Company’s contracts, consisting of sales commissions and costs related to merchant onboarding, which the Company expects to recover. Deferred contract costs are amortized on a straight-line basis over the expected period of benefit, which the Company determined by considering historical attrition rates and other factors. Deferred contract costs are recorded in prepaid expenses and other current assets and other assets on the consolidated balance sheets. Amortization of deferred contract costs related to sales commissions is recognized in sales and marketing expense and amortization of deferred contract costs related to merchant onboarding is recognized in cost of revenue, exclusive of depreciation and amortization in the consolidated statements of operations. A summary of activities related to deferred contract costs was as follows (in millions): Year Ended December 31, 2018 2019 2020 Beginning balance $ 2 $ 6 $ 21 Capitalization of deferred contract costs 5 19 32 Amortization of deferred contract costs (1) (4) (10) Ending balance $ 6 $ 21 $ 43 Deferred contract costs, current $ 2 $ 4 $ 16 Deferred contract costs, non-current 4 17 27 Total deferred contract costs $ 6 $ 21 $ 43 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Caviar Acquisition On October 31, 2019, the Company acquired Caviar in an effort to help grow its business, advance its strategy of offering consumers differentiated merchant selection, and enable the Company to cater to even more food preferences and occasions. The acquisition has been accounted for under the acquisition method of accounting. The acquisition date fair value of the consideration transferred was $411 million, which consisted of $311 million in cash, including $1 million in seller transaction costs settled at closing, and $100 million of the Company’s Series G redeemable convertible preferred stock. The Company’s acquisition-related costs were $5 million and all costs were recorded as general and administrative expenses on the Company’s consolidated statements of operations during the period in which they were incurred. The total purchase consideration of the Caviar acquisition was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. Management determined the fair values based on a number of factors, including a valuation from an independent third-party valuation firm. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is attributable to the assembled workforce and anticipated synergies from the future growth and strategic advantages in the food delivery industry. The goodwill recorded in connection with the acquisition of Caviar is deductible for tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions): October 31, 2019 Prepaid expenses and other current assets $ 4 Intangible assets 106 Goodwill 305 Accrued expenses and other current liabilities (3) Other liabilities (1) Total purchase price $ 411 The following table sets forth the components of identifiable intangible assets acquired (in millions) and their estimated useful lives as of the date of acquisition (in years): Estimated October 31, 2019 Existing technology 1.5 $ 45 Vendor relationships 13.0 45 Courier relationships 1.5 1 Customer relationships 3.0 9 Trade name and trademarks 3.0 6 Total acquired intangible assets $ 106 Existing technology acquired primarily consists of Caviar’s online and mobile platform for restaurant pickup and delivery orders. The estimated fair value of the existing technology and vendor relationships was determined based on the present value of the expected cash flows to be generated by each existing technology and existing vendor respectively. The Company expects to amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful lives. Included within the prepaid expenses and other current assets acquired is an indemnification asset of $3 million, which relates to a corresponding assumed liability of $3 million related to a probable and estimable legal settlement for which Square, Inc. has provided an indemnification to the Company. The amount of revenue from Caviar included in the consolidated statements of operations for the year ended December 31, 2019 was $15 million. The following unaudited pro forma results presents the combined revenue and net loss as if the Caviar acquisition had been completed on January 1, 2018, the beginning of the comparable annual reporting period. The unaudited pro forma information is based on estimates and assumptions which the Company believes are reasonable and primarily reflects adjustments for the pro forma impact of additional amortization related to the fair value of acquired intangible assets and transaction costs. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the periods presented, nor are they indicative of future results of operations. The unaudited pro forma results were as follows (in millions): Year Ended December 31, 2018 2019 Revenue $ 361 $ 971 Net loss (291) (726) Other Acquisitions During the year ended December 31, 2019, the Company completed the acquisition of Scotty Labs, Inc., which was accounted for under the acquisition method of accounting. The acquisition date fair value of the consideration transferred was $5 million. The total purchase consideration was allocated to the tangible and intangible assets acquired, and liabilities assumed, which primarily consisted of $4 million of intangible assets. The identifiable intangible assets acquired consisted entirely of existing technology, which has an estimated remaining useful life of 2 years as of December 31, 2019. Additionally, the Company recorded $1 million of goodwill, which represented the excess of the purchase price over the net assets acquired. In December 2020, the Company completed the acquisition of all outstanding shares of a technology manufacturing company, which was accounted for under the acquisition method of accounting. The total purchase consideration was approximately $30 million, of which $3 million was recorded in accrued expenses and other current liabilities. The total purchase consideration was allocated to the tangible and intangible assets acquired, and liabilities assumed, which primarily consisted of $22 million of intangible assets. The intangible assets acquired consisted entirely of existing technology, which has an estimated remaining useful life of 8 years as of the date of the acquisition . Additionally, the Company recorde d $10 million of goodwill, which represented the excess of the purchase price over the net assets acquired. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The changes in the carrying amount of goodwill for the periods presented were as follows (in millions): Total Balance as of December 31, 2018 $ — Acquisitions 306 Balance as of December 31, 2019 306 Acquisitions 10 Balance as of December 31, 2020 $ 316 There was no goodwill impairment during the periods presented. See Note 4 for further details of goodwill recorded. Intangible assets, net consisted of the following as of December 31, 2019 (in millions): Weighted-average Gross Carrying Accumulated Net Carrying Existing technology 1.4 $ 49 $ (6) $ 43 Vendor relationships 12.8 45 (1) 44 Courier relationships 1.3 1 — 1 Customer relationships 2.8 9 — 9 Trade name and trademarks 2.8 6 — 6 Balance as of December 31, 2019 $ 110 $ (7) $ 103 Intangible assets, net consisted of the following as of year ended December 31, 2020 (in millions): Weighted-average Gross Carrying Accumulated Net Carrying Existing technology 7.6 $ 71 $ (48) $ 23 Vendor relationships 11.8 45 (4) 41 Courier relationships 0.3 1 (1) — Customer relationships 1.8 9 (3) 6 Trade name and trademarks 1.8 6 (2) 4 Balance as of December 31, 2020 $ 132 $ (58) $ 74 As a result of the Company’s progress of integrating Caviar into its existing technology platform, the Company evaluated the remaining useful life of existing technology in February 2020 and determined there was a change in the estimated useful life of this asset that would require an acceleration of the amortization expense. The useful life of Caviar existing technology was reduced to 0.7 years at the time of the change in estimate, resulting in additional amortization expense of $15 million for the year ended December 31, 2020. Amortization expense associated with intangible assets was zero, $7 million, and $51 million for the years ended December 31, 2018 , 2019 and 2020, respectively. The estimated future amortization expense of intangible assets as of December 31, 2020 was as follows (in millions): Year Ending December 31, Amortization 2021 $ 13 2022 10 2023 6 2024 6 2025 6 Thereafter 33 Total estimated future amortization expense $ 74 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions): December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents Corporate bonds $ — $ 2 $ — $ 2 Short-term marketable securities Commercial paper — 8 — 8 Corporate bonds — 110 — 110 U.S. government agency securities — 43 — 43 U.S. Treasury securities — 347 — 347 Total $ — $ 510 $ — $ 510 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents U.S. Treasury securities $ — $ 3 $ — $ 3 Short-term marketable securities Commercial paper — 76 — 76 Corporate bonds — 51 — 51 U.S. government agency securities — 23 — 23 U.S. Treasury securities — 364 — 364 Total $ — $ 517 $ — $ 517 The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data. The forward contract that was entered into and settled during the year ended December 31, 2019 was a Level 3 financial instrument. See Note 11 for more information regarding the forward contract. There were no Level 3 assets or liabilities as of December 31, 2019 and 2020. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash Equivalents and Marketable Securities The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in millions): December 31, 2019 Cost or Unrealized Estimated Gains Losses Cash equivalents Corporate bonds $ 1 $ 1 $ — $ 2 Short-term marketable securities Commercial paper 8 — — 8 Corporate bonds 110 — — 110 U.S. government agency securities 43 — — 43 U.S. Treasury securities 347 — — 347 Total $ 509 $ 1 $ — $ 510 December 31, 2020 Cost or Unrealized Estimated Gains Losses Cash equivalents U.S. Treasury securities $ 3 $ — $ — $ 3 Short-term marketable securities Commercial paper 76 — — 76 Corporate bonds 51 — — 51 U.S. government agency securities 23 — — 23 U.S. Treasury securities 364 — — 364 Total $ 517 $ — $ — $ 517 No individual security incurred continuous unrealized losses for greater than twelve months as of December 31, 2019 and 2020. Property and Equipment, net Property and equipment, net consisted of the following (in millions): December 31, 2019 December 31, 2020 Equipment for merchants $ 55 $ 111 Computer equipment and software 12 22 Capitalized software and website development costs 25 86 Leasehold improvements 31 57 Office equipment 7 11 Construction in progress 10 27 Total 140 314 Less: Accumulated depreciation and amortization (39) (104) Property and equipment, net $ 101 $ 210 Included within equipment for merchants was $4 million of assets under finance leases, which was fully amortized as of December 31, 2019. No new finance leases were entered during the year ended December 31, 2020. Depreciation expense on finance leases was not material in the periods presented. Depreciation expenses were $6 million, $20 million, and $52 million for the years ended December 31, 2018, 2019, and 2020, respectively. The Company capitalized $4 million, $15 million, and $61 million in capitalized software and website development costs during the years ended December 31, 2018, 2019, and 2020, respectively. Capitalized software and website development costs are included in property and equipment, net on the consolidated balance sheets. Amortization of capitalized software and website development costs was $3 million, $5 million, and $17 million for the years ended December 31, 2018, 2019, and 2020, respectively. Construction in progress primarily included leasehold improvements on premises that are not ready for use and equipment for merchants that are not placed in service. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2019 December 31, 2020 Litigation reserves $ 99 $ 178 Sales tax payable and accrued sales and indirect taxes 51 149 Accrued operations related expenses 40 139 Accrued advertising 24 62 Dasher and merchant payable 27 110 Credits issued to consumers 14 28 Insurance reserves 15 55 Contract liabilities 13 108 Other 62 114 Total $ 345 $ 943 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company leases its facilities under non-cancelable lease agreements which expire between 2021 and 2035. Certain of these arrangements have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances. Under such arrangements, the Company recognizes a ROU asset and lease liability on the consolidated balance sheets. Rent expense is recognized on a straight-line basis over the non-cancelable lease term. The Company also leased equipment for merchants under finance lease agreements and such assets were recorded within property and equipment, net on the consolidated balance sheets. Most of the Company’s leases are operating leases, and activities related to finance leases were not material for the periods presented. Rent expense, net of sublease income, was $10 million, $29 million, and $46 million during the years ended December 31, 2018, 2019, and 2020, respectively. In June 2019, the Company subleased its previous headquarters office space to another company (the “Sublessee”). The sublease required Sublessee to pay 100% of any rent and other related expenses due and payable under the existing lease with the landlord (the “Head Lease”), however the Company was not relieved from its legal obligation to the landlord under the Head Lease. Accordingly, as of December 31, 2019, an operating lease liability and an operating lease ROU asset was reflected on the Company’s consolidated balance sheets related to the Head Lease. Prior to April 2020, all payments due and payable by Sublessee were made timely. In early April 2020, as a result of a disruption to Sublessee’s business due to the COVID-19 pandemic, Sublessee informed the Company that it would not be making any future monthly rent payments. Accordingly, the Company ceased recognizing sublease income beginning in April 2020, and further determined that an impairment existed and recognized an impairment charge of $11 million during the year ended December 31, 2020, reducing the carrying value of the ROU asset to its estimated fair value. Fair value of the ROU asset was estimated using an income-approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent. As of December 31, 2020, the Company was continuing its efforts to obtain a subtenant for this space. The components of lease costs related to the Company’s operating leases included in the consolidated statements of operations for the periods presented were as follows (in millions): Year Ended December 31, 2019 2020 Operating lease cost $ 22 $ 40 Short-term lease cost 10 11 Sublease income (3) (5) Total lease cost $ 29 $ 46 Lease terms and discount rates for operating leases were as follows: December 31, 2019 December 31, 2020 Weighted-average remaining lease term (in years) 10.2 10.7 Weighted-average discount rate 7.12% 8.06% Supplemental cash flow and non-cash information was as follows (in millions): Year Ended December 31, 2019 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 12 $ 32 Financing cash flows for finance leases $ 1 $ — ROU assets obtained in exchange for new lease liabilities Operating leases $ 137 $ 69 As of December 31, 2019 and 2020, the Company had entered into long term non-cancelable real estate lease contracts of $246 million and $120 million, respectively, for which leases have not yet commenced. Such leases are not included in the operating lease ROU assets and operating lease liabilities on the consolidated balance sheets. As of December 31, 2020, the future minimum lease payments required under operating leases were as follows (in millions): Year Ending December 31, Amount 2021 $ 36 2022 46 2023 46 2024 44 2025 42 Thereafter 319 Total future minimum lease payments 533 Less: Lease not commenced (120) Less: Imputed interest (145) Less: Tenant improvement receivable (15) Present value of future minimum lease payments $ 253 Future minimum sublease income as of December 31, 2020 is not material. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Promissory Notes 2017 Convertible Promissory Notes In September and December 2017, the Company entered into Note Purchase Agreements pursuant to which the Company issued convertible promissory notes with an aggregate principal amount of $60 million (the “Notes”) to two existing investors and one new investor. The Notes accrued interest at the rate of 1.29% per annum. The Notes could be redeemed or converted into redeemable convertible preferred stock upon either, (i) a change in control, or (ii) an equity financing of at least $50 million. The Notes could also be accelerated upon the occurrence of a customary event of default. In 2018, the Company issued Series D redeemable convertible preferred stock, thereby satisfying the Notes’ conversion condition. As a result, the outstanding principal and accrued interest of $60 million converted into a total of 11,752,210 shares of Series D redeemable convertible preferred stock, which were converted into Class A common stock upon the Company's IPO. Promissory Note Issued to Not-for-Profit Organization In October 2019, the Company entered into a $30 million promissory note (the “Promissory Note”) with a third-party not-for-profit organization to support a 2020 ballot initiative in California. The Promissory Note does not bear interest, and the Company has rights to demand repayment to the extent such funds have not been spent by the not-for-profit organization. The Promissory Note, less any amounts spent, is payable to the Company upon the earlier of (i) the Company demanding a repayment or (ii) by December 31, 2020. The Company initially recorded the Promissory Note as a prepaid expense and other current asset on the consolidated balance sheet and the Company’s portion of amounts spent by the not-for-profit organization are recorded as general and administrative expenses as the funds are spent. As of December 31, 2019, the carrying value of the Promissory Note was $29 million, and was recorded in prepaid expenses and other current assets on the consolidated balance sheets. As of December 31, 2020, the carrying value of the Promissory Note was zero as it was spent in full. During the years ended December 31, 2019 and 2020, the Company recorded $1 million and $29 million, respectively, in general and administrative expenses in the consolidated statements of operations. 2020 Convertible Promissory Notes In February 2020, the Company issued convertible notes for an aggregate principal amount of $340 million with an initial maturity date in March 2025 (the “2020 Notes”). The Company received net proceeds of $333 million, net of $2 million in debt issuance costs, reflecting an original issue discount on the principal of $5 million. The interest rate is 10.00% per annum, payable quarterly in arrears. At the election of the Company, interest is to be paid in cash or by increasing the principal amount of the 2020 Notes by payment-in-kind. The 2020 Notes will be automatically converted upon the later of (i) the one-year anniversary of the issuance date of the 2020 Notes and (ii) the trading day that is the tenth trading day immediately following the date of a Qualified Public Company Event ((i) and (ii), in either case, the “initial conversion date”). A Qualified Public Company Event for purposes of the 2020 Notes means any transaction, including a direct listing or an initial public offering, that (a) results in the Company’s common stock being registered under Section 12(b) of the Exchange Act of 1934, as amended, and listed on the NYSE, the Nasdaq Global Select Market, or the Nasdaq Global Market and (b) in connection with a firm commitment underwritten initial public offering with net proceeds of at least $100 million. If, following a Qualified Public Company Event, the conversion reference price for the 2020 Notes implies a market capitalization for the Company that is less than $10 billion, the 2020 Notes will automatically convert into a new non-convertible note bearing identical terms to the 2020 Notes (other than with respect to conversion), which is prepayable without penalty at the Company’s option at any time. For purposes of the 2020 Notes, the “conversion reference price” means the arithmetic average of the daily volume-weighted average price of the Company’s common stock for the ten trading days immediately prior to the initial conversion date. If, following a Qualified Public Company Event, the conversion reference price for the 2020 Notes implies a market capitalization for the Company greater than $10 billion, the 2020 Notes will automatically convert into shares of the Company’s common stock over a 40-trading day period based on the daily volume-weighted average price per share of the Company’s common stock during such period; provided, the Company may, in its sole discretion, elect to deliver cash in lieu of shares of common stock in connection with such conversion. As of December 31, 2020, the 2020 Notes had a carrying value of $364 million on the consolidated balance sheets, consisting of the unpaid principal balance of $340 million, plus unpaid accrued payment-in-kind interest of $30 million, net of unamortized debt issuance costs of $1 million and unamortized original issue discount of $5 million. The Company amortizes the debt issuance costs and the original issue discount over the period until the initial maturity date of the 2020 Notes. Amortization of debt issuance costs and the original issue discount were not material for the year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company may be a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred. The Company has been and continues to be involved in numerous legal proceedings related to Dasher classification, and such proceedings have increased in volume since the California Supreme Court’s 2018 ruling in Dynamex Operations West, Inc. v. Superior Court (“Dynamex”) . The California Legislature passed legislation (“AB 5”), that was signed into law in September 2019 and became effective on January 1, 2020. AB 5 codified the Dynamex standard regarding contractor classification, expanded its application and created numerous carve-outs, which may have an adverse effect on the Company’s business, financial condition, and results of operations, and may lead to increased legal proceedings and related expenses and may require the Company to significantly alter its existing business model and operations. Further, an increasing number of jurisdictions are considering implementing standards similar to the test set forth in Dynamex to determine worker classification. On November 19, 2019, the District of Columbia filed an action in the Superior Court of the District of Columbia alleging violations of the District of Columbia’s Consumer Protection Procedures Act with respect to the Company’s Dasher pay model that was in effect from approximately September 2017 through September 2019. On November 24, 2020, the Company agreed to a Consent Order and Judgment that resolved the matter with the Company paying $3 million. The Consent Order and Judgment was signed by the Court on November 30, 2020. The Company recorded a $3 million expense in the consolidated statements of operations within general and administrative expense during the year ended December 31, 2020 for this case. The Company is currently the subject of regulatory and administrative investigations, audits, and inquiries conducted by federal, state, or local governmental agencies concerning the Company’s business practices, the classification and compensation of delivery providers, the Dasher pay model, and other matters. In October 2019, the Company made an offer, and in December 2019 it filed a settlement agreement, of $40 million with the representatives of Dashers that had filed actions in the States of California and Massachusetts in order to settle claims under the Private Attorney General Act and class action claims alleging worker misclassification of Dashers against the Company. These actions were filed by and on behalf of Massachusetts Dashers that utilized the DoorDash platform since September 2014 and California Dashers that utilized the DoorDash platform since August 2016. On June 8, 2020, the Company entered into an amended settlement agreement to increase the total amount to be paid by the Company from $40 million to $41 million. In October 2020, the Company entered into an amended settlement agreement to increase the total amount to be paid by the Company from $41 million to $89 million. In March 2020, the Company reached an agreement to resolve worker misclassification claims associated with certain Dashers and Caviar delivery providers who have entered into arbitration agreements with the Company. Under the agreement, certain Dashers and Caviar delivery providers are eligible for settlement payments, subject to a threshold number of the covered individuals entering into individual settlement agreements. The Company anticipates that the aggregate amount of payments to Dashers and Caviar delivery providers under these individual settlement agreements, including attorneys’ fees, will be approximately $70 million. In July 2020, the Company transferred $69 million into an escrow account, the settlement amount will be released and paid to claimants and claimants’ attorneys if a minimum number of claimants agree to release their claims against the Company by the date specified within the settlement agreement. In December 2020, the number of claimants who agreed to release their claims against the Company exceeded the minimum and the Company is committed to release the settlement amount in the escrow account to claimants and claimants' attorneys in the first quarter of 2021. As of December 31, 2020, the settlement amount was included in prepaid expenses and other current assets on the consolidated balance sheets. In July and August 2020, the Company reached additional agreements to resolve worker misclassification claims associated with certain Dashers and Caviar delivery providers who have entered into arbitration agreements with the Company. Under these agreements, certain Dashers and Caviar delivery providers are eligible for settlement payments, subject to a threshold number of the covered individuals entering into individual settlement agreements. The Company anticipates that the aggregate amount of payments to Dashers and Caviar delivery providers under these individual settlement agreements, including attorneys’ fees, will be approximately $16 million. The Company recorded the impact of these worker misclassification settlements in the respective period in which the claims relate, resulting in general and administrative expense of $11 million, $68 million, and $83 million for the years ended December 31, 2018, 2019, and 2020, respectively. In June 2020, the San Francisco District Attorney filed an action in the Superior Court of California, County of San Francisco, alleging that the Company misclassified Dashers as independent contractors as opposed to employees in violation of the California Labor Code and the California Unfair Competition Law, among other allegations. This action is seeking both restitutionary damages and a permanent injunction that would bar the Company from continuing to classify Dashers as independent contractors. In August 2020, the San Francisco District Attorney filed a motion for preliminary injunction that would bar the Company from continuing to classify Dashers in California as independent contractors during the pendency of this case. In December 2020, the San Francisco District Attorney withdrew its request for preliminary injunction. It is a reasonable possibility that a loss may be incurred; however, the possible range of losses is not estimable given the status of the case. Indemnification The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. The Company has entered into or will enter into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. No liability associated with such indemnifications was recorded as of December 31, 2019 and 2020. Non-cancelable Purchase Commitments The Company has non-cancelable purchase commitments, which primarily relate to the purchase of onboarding, data processing, technology platform infrastructure, and advertising services. These purchase commitments are not recorded as liabilities on the consolidated balance sheets as of December 31, 2019 and 2020 as the Company has not yet received the related services. As of December 31, 2020, the future minimum payments under the Company’s non-cancelable purchase commitments were as follows (in millions): Year Ending December 31, Amount 2021 $ 119 2022 112 2023 104 2024 79 2025 2 Total future minimum payments $ 416 Bank Commitments and Letters of Credit In October 2019, the Company entered into letters of credit, established primarily for real estate leases and insurance policies. The reimbursement obligations under these letters of credit are secured by cash held in restricted depository accounts. As of December 31, 2019 the Company had $30 million of letters of credit outstanding. During the year ended December 31, 2020, the Company terminated these letters of credit. Additionally, in November 2019, the Company entered into a revolving credit and guaranty agreement which provides for a $300 million unsecured revolving credit facility maturing on November 19, 2024. Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR rate for a one-month interest period plus 1.00%, or (ii) an adjusted LIBOR rate plus a margin equal to 1.00%. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee of 0.10%. The credit agreement contains customary affirmative covenants, such as financial statement reporting requirements and restrictions on the use of proceeds, as well as customary negative covenants that restrict its ability and its subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens, declare cash dividends in the entirety or make certain other distributions, merge or consolidate with other companies or sell substantially all of its assets, make investments, loans and acquisitions, and engage in transactions with affiliates. In August 2020, the Company amended and restated its existing revolving credit and guaranty agreement to provide for $100 million of incremental revolving loan commitments, effective upon consummation of an IPO of the Company’s common stock on or prior to August 7, 2021, for total revolving commitments of $400 million. The amendment and restatement also extended the maturity date for the revolving credit facility from November 19, 2024 to August 7, 2025. As of December 31, 2019 and 2020, the Company was in compliance with the covenants under the credit agreement. As of December 31, 2019, there were no amounts drawn related to this agreement. As of December 31, 2020, no amounts were drawn and the Company had $44 million of issued letters of credit outstanding from the revolving credit and guaranty agreement. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock In June 2020, the Company entered into a Series H redeemable convertible preferred stock purchase agreement pursuant to which it issued a total of 8,321,395 shares of Series H redeemable convertible preferred stock at $45.9062 per share for gross proceeds of $382 million. The preferred stock issuance costs were not material. The Company previously issued Series A-1, Series A, Series B, Series C, Series D, Series E, Series F, and Series G prior to 2020. Immediately prior to the completion of the IPO on December 9, 2020, all outstanding shares of the Company’s redeemable convertible preferred stock converted into an aggregate of 239,269,631 shares of Class A common stock. The following table summarizes the redeemable convertible preferred stock outstanding immediately prior to the conversion into common stock, and the rights and preferences of the Company’s respective series preceding the Company’s IPO in December 2020 (in millions, except share amounts which are reflected in thousands, and per share data): Series Shares Shares Issuance Price Per Share Aggregate Carrying Series A-1 13,330 13,330 $ 0.15 $ 0.15 $ 2 $ 7 Series A 27,159 27,159 0.73 0.73 20 20 Series B 7,925 7,925 5.68 5.48 45 45 Series C 26,839 26,839 4.79 4.79 128 128 Series D 98,008 98,008 5.51 (1) 5.51 540 535 Series E 18,055 18,055 13.85 13.85 250 250 Series F 18,186 18,186 22.48 22.48 409 476 Series G 21,165 21,165 37.94 37.94 803 803 Series H 9,351 8,316 45.91 45.91 382 382 Total 240,018 238,983 $ 2,579 $ 2,646 (1) The issuance price for Series D redeemable convertible preferred stock was $5.50688, except for shares issued via the conversion of certain of the outstanding convertible promissory notes issued in 2017, for which the conversion price was $4.78778 per share. Forward Contract In Connection with Issuance of Series F Redeemable Convertible Preferred Stock In February 2019, the Company issued a total of 13,736,615 shares of Series F redeemable convertible preferred stock at $22.4751 per share for gross proceeds of $309 million. To accommodate the timing of regulatory approvals required by an existing investor (who did not participate in the initial issuance of Series F redeemable convertible preferred stock), the Company committed to sell 4,449,370 shares of Series F redeemable convertible preferred stock at $22.4751 per share for gross proceeds of $100 million to this investor in a subsequent closing, which ultimately occurred in May 2019. The preferred stock issuance costs were not material. At the date of the initial closing, the Company determined that the commitment to defer the sale of shares of Series F redeemable convertible preferred stock to this investor represented a freestanding instrument that should be classified as a liability and measured at fair value on a recurring basis, with changes in fair value recognized in other expense, net in the consolidated statements of operations. The initial measurement of the liability at its fair value of $1 million was recorded with a corresponding reduction recognized in additional paid-in capital as a deemed dividend distributed to the investor. Immediately prior to the subsequent closing in May 2019, the fair value of the liability was determined to be $68 million, resulting in an expense of $67 million recorded to other (expense) income, net in the consolidated statements of operations which was attributable to the increase in the fair value of Series F redeemable convertible preferred stock. Upon the subsequent closing, the carrying amount of the liability was reclassified to mezzanine equity. The fair value of the liability (valued as a forward contract) at issuance and as of subsequent closing was determined with the following assumptions: As of As of Current forward price per share $ 22.48 $ 37.76 Contractual forward price per share $ 22.48 $ 22.48 Risk-free rate 2.46 % 2.41 % Expected years until subsequent closing 0.23 — Present value of contractual forward price per share $ 22.35 $ 22.48 Value of the forward contract per share $ 0.13 $ 15.28 Number of preferred shares issued in the subsequent closing 4,449,370 4,449,370 Fair value of forward contract liability (in millions) $ 1 $ 68 As of December 31, 2020, there was no preferred stock issued and outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Common Stock 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 (in thousands): December 31, 2019 December 31, 2020 Conversion of outstanding redeemable convertible preferred stock 230,953 — Stock options issued and outstanding under the 2014 Plan 36,247 33,802 RSUs outstanding under the 2014 and 2020 Plan 15,924 34,939 Remaining shares available for future issuance 10,478 32,210 Shares available for issuance under the 2020 Employee Stock Purchase Plan — 6,499 Total 293,602 107,450 2014 Equity Incentive Plan In March 2014, the Company adopted the 2014 Stock Option Plan, as amended, or the 2014 Plan, which provided for the granting of stock options to employees, consultants, and advisors of the Company. Options granted under the 2014 Plan are either incentive stock options or nonqualified stock options. Options under the 2014 Plan were granted for a term of up to ten years (or five years if the option was an incentive stock option granted to a greater than 10% stockholder) and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the Company’s board of directors; provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder could not be less than 110% of the estimated fair value of the shares on the date of grant. Options granted generally vest over four years. The 2014 Plan allowed for the early exercise of options. Under the terms of the 2014 Plan, option holders, upon early exercise, were required to sign a restricted stock purchase agreement that gave the Company the right to repurchase any unvested shares, at the original exercise price, in the event the grantees’ employment terminated for any reason. The repurchase right lapses over time as the shares vest at the same rate as the original option vesting schedule. Stock-based awards forfeited, cancelled, or repurchased generally were returned to the pool of shares of common stock available for issuance. In connection with the IPO, the 2014 Plan was terminated effective immediately prior to the effectiveness of the 2020 Equity Incentive Plan ("2020 Plan") and the Company ceased granting any additional awards under the 2014 Plan. All outstanding awards under the 2014 Plan at the time of the termination of the 2014 Plan remain subject to the terms of the 2014 Plan, and any shares underlying stock options that expire or terminate or are forfeited or repurchased by the Company under the 2014 Plan were automatically transferred to the 2020 Plan. 2020 Equity Incentive Plan In November 2020, the Company's board of directors adopted, and the Company's stockholders approved, the 2020 Plan, which became effective one business day prior to the effective date of the IPO Registration Statement. The 2020 Plan provides for the granting of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares for the Company's Class A common stock to the Company's employees, directors, and consultants. Stock-based awards under the 2020 Plan that expire or are forfeited, canceled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2020 Plan. In addition, the number of shares of the Company's Class A common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2021 in an amount equal to the least of (i) 32,493,000 shares, (ii) five percent (5%) of the total number of all classes of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (iii) such other number of shares determined by the Company's board of directors prior to the applicable January 1. The exercise price of the options granted under the 2020 Plan will at least be equal to the fair market value of our Class A common stock on the date of grant. The options may be granted for a term of up to ten years (or five years if the option is an incentive stock option granted to a greater than 10% stockholder) and at prices no less than 100% of the fair market value of the shares on the date of grant, provided, however, that the exercise price of an incentive stock option granted to a greater than 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. Options granted under the 2020 Plan generally vest over four years. RSUs Prior to November 2020 , the Company granted RSUs that vest only upon the satisfaction of both service-based and liquidity event-related performance vesting conditions. The service-based vesting condition for these awards generally is satisfied over four years. The liquidity event-related performance vesting condition was satisfied upon the effectiveness of the IPO Registration Statement. The liquidity event-related performance vesting condition was achieved upon the effectiveness of the Company’s IPO, resulting in the Company recording cumulative stock-based compensation expense of $279 million for those RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period. Since November 2020, with the exception of the CEO Performance Award discussed below, the Company granted RSUs that vest only upon the satisfaction of a service-based vesting condition which is generally four years. CEO Performance Award In November 2020, the Company’s board of directors approved the grant of 10,379,000 RSUs to the CEO (the “CEO Performance Award”). The CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals. The CEO Performance Award is excluded from Class A common stock issued and outstanding until the satisfaction of these vesting conditions. The CEO Performance Award also provides the holder with certain stockholder rights, such as the right to vote the shares with the other holders of Class A common stock and a right to cumulative declared dividends. However, the CEO Performance Award is not considered a participating security for purposes of calculating net loss per share attributable to common stockholders as the right to the cumulative declared dividends is forfeitable if the service condition is not met. The CEO Performance Award is eligible to vest beginning on the first trading day 18 months following the day Company’s IPO date, and expiring seven years after the IPO date. The CEO Performance Award comprises nine tranches that are eligible to vest based on the achievement of stock price goals, ranging from $187.60 to $501.00 per share, each of which are referred to as a Company Stock Price Target, measured over a consecutive 180-day trading period during the performance period as set forth below. This measurement period was designed to reward the CEO only if the Company achieved sustained growth in the stock price. Company Stock Number of RSUs 1 $187.60 518,950 2 $226.80 518,950 3 $265.80 1,037,900 4 $305.00 1,037,900 5 $344.00 1,037,900 6 $383.00 1,556,850 7 $422.20 1,556,850 8 $461.20 1,556,850 9 $501.00 1,556,850 The Company calculated the grant date fair value of the CEO Performance Award based on multiple stock price paths developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model also calculates a derived service period for each of the nine vesting tranches, which is the measure of the expected time to achieve each Company Stock Price Target. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the length of time remaining in the performance period, and expected dividend yield. The weighted-average grant date fair value of the CEO Performance Award was $39.8275 per share. The Company will recognize total stock-based compensation expense of $413 million over the derived service period of each tranche, which is between 2.53 to 4.42 years, using the accelerated attribution method as long as the CEO satisfies the service-based vesting condition. If the Company Stock Price Targets are met sooner than the derived service period, the Company will adjust its stock-based compensation to reflect the cumulative expense associated with the vested awards. Provided that Tony Xu continues to be the Company's CEO, the Company will recognize stock-based compensation expense over the requisite service period, regardless of whether the Company Stock Price Targets are achieved. The Company recorded $12 million of stock-based compensation expense related to the CEO Performance Award during the year ended December 31, 2020. As of December 31, 2020, unrecognized stock-based compensation expense related to the CEO Performance Award was $401 million. Stock Award Activities A summary of activity under the 2014 and 2020 Plan and related information was as follows (in millions, except share amounts which are reflected in thousands, and per share data): Options Outstanding Shares Shares Weighted- Weighted- Aggregate Balance as of December 31, 2019 10,478 36,247 $ 2.38 6.92 $ 1,070 Shares authorized 40,493 — Options granted — — $ — Options exercised — (2,191) $ 1.90 129 Options forfeited 254 (254) $ 1.94 RSUs granted (20,126) — RSUs forfeited 1,046 — Shares withheld related to net share settlement, returned to the 2020 Plan 65 Balance as of December 31, 2020 32,210 33,802 $ 2.42 5.92 $ 4,744 Exercisable as of December 31, 2020 28,291 $ 1.95 5.61 $ 3,983 Vested and expected to vest as of December 31, 2020 33,802 $ 2.42 5.92 $ 4,744 The aggregate intrinsic value disclosed in the above table is based on the difference between the exercise price of the stock option and the estimated fair value of the Company’s common stock as of the respective period-end dates. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018, 2019, and 2020 was $24 million, $47 million, and $129 million, respectively. The weighted-average grant date fair value of stock options granted during the years ended December 31, 2018 and 2019 was $2.74 and $11.78 per share, respectively. There were no stock options granted during the year ended December 31, 2020. The summary of RSU activity was as follows (in millions, except share amounts which are reflected in thousands, and per share data): Number of Weighted- Aggregate Unvested units as of December 31, 2019 15,924 $ 508 Granted 20,126 $ 56.27 Vested (6,573) $ 17.40 Vested and settled (65) $ 10.68 Forfeited (1,046) $ 29.14 Unvested units as of December 31, 2020 28,366 $ 4,049 The aggregate intrinsic value disclosed in the above table is based on the estimated fair value of the Company’s common stock, or after the IPO, based on the closing price on the NYSE, as of the respective period-end dates. The weighted-average fair value per share of RSUs granted during the years ended December 31, 2018, 2019, and 2020 was $7.86, $27.31, and $56.27, respectively. No RSUs vested during the years ended December 31, 2018 and 2019. Early Exercise of Unvested Stock Options Shares purchased by employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding shares until those shares vest according to their respective vesting schedules. Cash received from employee exercises of unvested options is treated as a refundable deposit included in accrued expenses and other current liabilities on the consolidated balance sheets. Amounts recorded are reclassified to common stock and additional paid-in capital as the shares vest. As of December 31, 2019 and 2020, there were no unvested shares related to early option exercises. Stock-Based Compensation Expense The assumptions used to estimate the fair value of stock options granted for the periods presented were as follows: Year Ended December 31, 2018 2019 2020 Expected volatility 54.10% - 57.64% 53.73% - 53.85% — Risk-free rate 2.49% - 3.08% 2.35% - 2.36% — Dividend yield — — — Expected term (in years) 5.00 - 6.10 5.91 - 6.03 — There were no stock options granted during the year ended December 31, 2020. The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in millions): Year Ended December 31, 2018 2019 2020 Cost of revenue, exclusive of depreciation and amortization $ 3 $ 2 $ 31 Sales and marketing 3 2 37 Research and development 11 8 171 General and administrative 7 6 83 Total stock-based compensation expense $ 24 $ 18 $ 322 As of December 31, 2020, there was $20 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.31 years. As of December 31, 2020, there was $710 million of unrecognized stock-based compensation expense related to unvested RSUs, excluding the unrecognized stock-based compensation expense associated with the CEO Performance Award granted in November 2020. The Company expects to recognize this expense over the remaining weighted-average period of 2.91 years. 2020 Employee Stock Purchase Plan The Company's board of directors adopted, and the Company's stockholders approved, the 2020 Employee Stock Purchase Plan ("the ESPP"), which became effective on the business day immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. A total of 6,498,600 shares of Class A common stock were initially reserved for sale under the ESPP. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs equal to the least of (i) 6,498,600 shares of Class A common stock, (ii) one and one-half percent (1.5%) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the administrator of the ESPP. The ESPP includes two components: a component that allows the Company to make offerings intended to qualify under Section 423 of the Code and a component that allows the Company to make offerings not intended to qualify under Section 423 of the Code to designated companies. Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase Class A common stock at a discounted price per share. |
Tender Offer and Stock Repurcha
Tender Offer and Stock Repurchases | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Tender Offer and Stock Repurchases | Tender Offer and Stock Repurchases In September 2018, the Company was authorized to repurchase up to an aggregate of $100 million in shares of preferred and common stock for $9.60 per share for redeemable convertible preferred stock and $8.40 per share for common stock from certain holders. The tender offer transaction was completed in October 2018 and an aggregate of 189,685 shares of Series A redeemable convertible preferred stock, 107,600 shares of Series A-1 redeemable convertible preferred stock, and 7,014,335 shares of common stock were repurchased by the Company for a total consideration of $62 million. The purchase price in excess of the carrying value of repurchased Series A and A-1 redeemable convertible preferred stock of $3 million was recorded as a reduction of additional paid-in capital, while the carrying value of the shares repurchased was recorded as a reduction of redeemable convertible preferred stock. The redeemable convertible preferred stock repurchased was retired immediately thereafter. For common stock repurchased from employees, the excess of the purchase price paid by the Company over the fair value of the common stock totaled $9 million and was recorded as stock-based compensation expense during the year ended December 31, 2018. The common stock was retired immediately upon repurchase. Additionally, in 2018, the Company repurchased 193,775 shares of common stock from two employees as part of the separation arrangement at a price in excess of the fair value on the date of repurchase. Stock-based compensation expense as a result of the repurchase was not material during the year ended December 31, 2018. These shares were retired immediately upon repurchase. Repurchased common stock from exercised options under the 2014 Plan were returned to the pool of shares reserved for future issuance. During the years ended December 31, 2019 and 2020, stock repurchase activities were not material. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes U.S. and foreign components of consolidated income (loss) before income taxes was as follows (in millions): Year Ended December 31, 2018 2019 2020 United States $ (204) $ (666) $ (463) Foreign — — 5 Loss before income taxes $ (204) $ (666) $ (458) The Company’s provision for income taxes for the years ended December 31, 2018, 2019, and 2020 was zero, $1 million, and $3 million, respectively. The provision for income taxes primarily consisted of franchise tax and U.S. federal and state income tax, as well as international taxes from foreign operations. The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows: Year Ended December 31, 2018 2019 2020 Federal tax (benefit) at statutory rate 21 % 21 % 21 % State tax (benefit) at statutory rate, net of federal benefit 4 4 3 Change in valuation allowance (25) (23) (21) Stock-based compensation (1) — (2) Research and development credits 1 1 3 Change in fair value of forward contract liability — (3) — Non-deductible expenses — — (3) Non-deductible interest expense — — (2) Provision for income taxes — % — % (1) % No deferred tax liabilities for foreign withholding taxes have been recorded relating to the earnings of the Company’s foreign subsidiaries since all such earnings are intended to be indefinitely reinvested. The Company also elected to record the taxes for Global Intangible Low-Taxed Income as a period cost. The significant components of the Company’s deferred tax assets and liabilities were as follows (in millions): December 31, 2019 2020 Deferred tax assets Accruals and reserves $ 44 $ 95 Stock-based compensation 5 72 Tax credits carryforward 12 23 Operating leases 46 64 Net operating losses carryforward 200 180 Total gross deferred tax assets 307 434 Less: Valuation allowance (260) (357) Total deferred tax assets net of valuation allowance 47 77 Deferred tax liabilities Property and equipment and intangible assets — (19) ROU assets (42) (51) Deferred contract costs (5) (10) Total gross deferred tax liabilities (47) (80) Net deferred tax liabilities $ — $ (3) The Company accounts for deferred taxes under ASC 740, Income Taxes, which requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that the Company weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. Due to the lack of U.S. earnings history, the U.S. federal and state deferred tax assets have been fully offset by a valuation allowance. Overall, the valuation allowance increased by $154 million and $97 million in the years ended December 31, 2019 and 2020, respectively. As of December 31, 2020, the Company had accumulated federal and state net operating loss carryforwards of $689 million and $547 million, respectively. Of the $689 million of federal net operating losses, $629 million is carried forward indefinitely but is limited to 80% of taxable income. The remaining federal and state net operating loss carryforwards will begin to expire in 2033 and 2023, respectively. The Company also had $19 million of federal and $12 million of California research and development tax credit carryforwards as of December 31, 2020. The federal research and development tax credits expire in varying amounts starting in 2033. The California research credits do not expire and may be carried forward indefinitely. The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and similar state tax law. The most recent analysis of the Company’s historical ownership changes was completed through December 31, 2019. Based on the analysis, the Company does not anticipate a current limitation on the tax attributes. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act permits employers to defer the payment of the employer share of social security taxes due for the period beginning March 27, 2020 and ending December 31, 2020. The Company deferred the employer share of social security taxes from April 1, 2020 through December 31, 2020. Of the amounts deferred, 50% are required to be paid by December 31, 2021 and the remaining 50% are required to be paid by December 31, 2022. The Company completed its evaluation of the impact of the CARES Act, and with the exception of the expected impact from the payroll tax deferral, does not expect the provisions of the legislation to have a significant impact on the effective tax rate, deferred tax assets and liabilities, or income tax payable of the Company. Unrecognized Tax Benefits Included in the balance of unrecognized tax benefits as of both December 31, 2019 and 2020 was $7 million of tax benefits, that, if recognized, would result in adjustments to the valuation allowance. A reconciliation of the beginning and ending balance of gross unrecognized tax benefits is included in the table below (in millions): Year Ended December 31, 2018 2019 2020 Unrecognized tax benefits at beginning of year $ 1 $ 3 $ 7 Increases related to current year tax positions 2 4 3 Decreases related to prior year tax positions — — (3) Unrecognized tax benefits at end of year $ 3 $ 7 $ 7 The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits within provision for income taxes. The Company did not accrue any interest expense or penalties during the years ended December 31, 2018, 2019, and 2020. The Company files U.S. federal and state income tax returns in the United States federal jurisdiction as well as foreign jurisdictions. The Company’s income tax returns generally remain subject to examination by United States federal and state and foreign tax authorities. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common StockholdersThe Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses. Before the IPO, the Company’s outstanding securities also included convertible preferred stock. The holders of redeemable convertible preferred stock did not have a contractual obligation to share in the Company’s losses, and as a result, net losses were not allocated to these securities. The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. The shares issued in the IPO and the shares of Class A common stock issued upon conversion of the outstanding shares of redeemable convertible preferred stock in the IPO, as well as vested RSUs that have not been settled are included in the table below weighted for the period outstanding in the year ended December 31, 2020 (in millions, except share amounts which are reflected in thousands, and per share data): Year Ended December 31, 2018 2019 2020 Common Common Class A Class B Net loss $ (204) $ (667) $ (446) $ (15) Less: Premium paid on repurchase of redeemable convertible preferred stock (3) — — — Less: Deemed dividend to preferred stockholders — (1) — — Net loss attributable to common stockholders $ (207) $ (668) $ (446) $ (15) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 44,305 43,252 60,422 1,968 Net loss per share attributable to common stockholders, basic and diluted $ (4.67) $ (15.44) $ (7.39) $ (7.39) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2018 2019 2020 Redeemable convertible preferred stock (on an as-converted basis) 191,602 230,953 — Stock options to purchase common stock 39,191 36,247 33,802 Unvested restricted stock units (1) 6,065 15,924 17,987 Common stock subject to repurchase 25 — — Convertible promissory notes — — 2,595 Total 236,883 283,124 54,384 (1) The CEO Performance Award is excluded from the above table because the Company Stock Price Target had not been met as of December 31, 2020. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
401(k) Plan | 401(k) PlanThe Company has a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, eligible and participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company does not make contributions for eligible employees. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsRepayment of Convertible NotesIn February 2021, the Company repaid the outstanding principal and accrued interest of the 2020 Notes in full for $375 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of DoorDash, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany transactions have been eliminated in consolidation. |
Segments | SegmentsOperating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reportable segment. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in accordance with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. Estimates include, but are not limited to, revenue recognition, allowances for credit losses, estimated useful lives of property and equipment, capitalized software and website development costs, intangible assets, stock-based compensation, valuation of investments and other financial instruments, valuation of acquired intangible assets and goodwill, the incremental borrowing rate applied in lease accounting, insurance reserves, loss contingencies, and income and indirect taxes. Actual results could differ from these estimates. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of |
Cash and Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash equivalents include short-term, highly liquid investments with original maturities of three months or less and their carrying values approximate fair value due to their short-term maturities. Restricted cash consists of collateral provided for letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2020, the restricted cash balance was not material. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash includes demand deposits with banks or financial institutions as well as cash in transit from payment processors. Cash equivalents include short-term, highly liquid investments with original maturities of three months or less and their carrying values approximate fair value due to their short-term maturities. Restricted cash consists of collateral provided for letters of credit established primarily for real estate leases and insurance policies. As of December 31, 2020, the restricted cash balance was not material. |
Marketable Securities | Marketable Securities Marketable securities primarily consist of commercial paper, U.S. government agency securities, U.S. Treasury securities, and corporate bonds. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Securities with original maturities greater than three months, but less than one year, are included in current assets and securities with original maturities greater than one year are included in non-current assets on the consolidated balance sheets. All marketable securities are classified as available-for-sale and reported at fair value. If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates the security for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other income (expense), net in the consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. Unrealized losses not resulting from credit losses are recorded through accumulated other comprehensive income (loss). |
Funds Held at Payment Processors | Funds Held at Payment Processors Funds held at payment processors represent cash due from the Company’s payment processors for cleared transactions with merchants and consumers, as well as funds transferred to payment processors for Dasher payout. |
Accounts Receivable, Net and Allowance for Credit Losses | Accounts Receivable, Net and Allowance for Credit Losses Accounts receivable, net primarily represents receivables from merchants generated through the Company’s Drive offering. The Company maintains an allowance for credit losses, which is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for credit losses on a collective basis by considering the age of each outstanding invoice, each customer’s expected ability to pay and collection history, current market conditions, and reasonable and supportable forecasts of future economic conditions to determine whether the allowance is appropriate. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Estimated Useful Life Equipment for merchants 2 years Computer equipment and software 2 years Office equipment 5 years Capitalized software and website development costs 2 years Leasehold improvements Shorter of estimated useful life or lease term |
Goodwill and Intangible Assets | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2020 and determined that the fair value of the reporting unit significantly exceeded its carrying value. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. Intangible Assets, Net Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives. The Company reviews identifiable amortizable intangible assets to be held and used for impairment under the long-lived asset model described under “Impairment of Long-Lived Assets” below. Capitalized Software and Website Development Costs The Company incurred costs relating to the development of the Company’s technology platform, which includes Dasher and merchant tools, mobile apps, and website and content development. Software development costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Costs to develop the Company’s technology platform are capitalized when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs incurred for enhancements that are expected to result in additional functionality are capitalized and expensed over the estimated useful life of the upgrades on a per project basis. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset or asset group over the asset’s or asset group’s fair value generally determined by estimates of future discounted cash flows. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell |
Insurance Reserves | Insurance Reserves The Company utilizes a combination of third-party insurance and self-insurance programs to insure costs including auto liability related to both bodily injury and physical damage, and uninsured and underinsured motorists up to a certain dollar retention limit. The recorded self-insurance reserves reflect the estimated cost for claims incurred but not paid and claims that have been incurred but not yet reported. The estimate of the Company’s self-insured ultimate obligation utilizes actuarial techniques applied to historical claim and loss experience. The Company utilizes assumptions based on actuarial judgment with consideration toward relevant industry claim and loss development factors, which includes the development time frame and settlement patterns, and expected loss rates. To limit exposure to some risks, the Company maintains additional insurance coverage with varying limits and retentions. The Company cannot predict whether this insurance will be adequate to cover all potential hazards incidental to its business. Reserves are periodically reviewed and adjusted as necessary as experience develops or new information becomes known. However, ultimate results may differ from the Company’s estimates, which could result in losses over the Company’s reserved amounts. |
Loss Contingencies | Loss Contingencies The Company is involved in various lawsuits, claims, investigations, and proceedings that arise in connection with its business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability in accrued expenses and other current liabilities on the consolidated balance sheets when the Company believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. The Company discloses material contingencies when it believes that a loss is not probable but reasonably possible. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a quarterly basis and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. |
Sales and Indirect Taxes | Sales and Indirect Taxes The Company records sales and indirect tax liabilities when they become probable and the amount can be reasonably estimated. Sales and indirect tax liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains and losses on available-for-sale marketable securities. The financial statements of the Company’s foreign subsidiaries are translated from their functional currency, which is typically the local currency, into U.S. dollars. Assets and liabilities are translated at period end rates of exchange, and revenue and expenses are translated using average monthly exchange rates. The resulting gain or loss is included in accumulated other comprehensive income (loss) on the consolidated balance sheets. Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of stockholders’ deficit within accumulated other comprehensive income (loss). |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of stock options granted to employees and directors using the Black-Scholes option-pricing model. The fair value of stock options is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years. The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include: • per share fair value of the underlying common stock; • exercise price; • expected term; • risk-free interest rate; • expected stock price volatility over the expected term; and • expected annual dividend yield. For all stock options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. The Company’s common stock is not publicly traded, and therefore, the Company used the historical volatility of the stock price of similar publicly traded peer companies. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. The fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Prior to November 2020, RSUs granted by the Company vest upon the satisfaction of both a service-based vesting condition, which is typically four years, and a liquidity event-related performance vesting condition. The liquidity event-related performance vesting condition was achieved upon the consummation of the Company's IPO, and the Company recorded a cumulative stock-based compensation expense of $279 million as of the IPO date for those RSUs for which the service-based vesting condition has been satisfied. Stock-based compensation related to the remaining service-based period after the liquidity event-related performance vesting condition was satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. Since November 2020, with the exception of the CEO Performance Award (as discussed further in Note 12), the Company only granted RSUs that vest upon the satisfaction of a service-based vesting condition and the compensation expense for these RSUs is recognized on a straight-line basis over the requisite service period. For the CEO Performance Award that includes a market condition, the fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the derived service period, using the accelerated attribution method. If the stock price goals are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested award. Provided that Tony Xu continues to be the Chief Executive Officer of the Company, Stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price goals are achieved. Prior to the IPO, the fair value of the shares of common stock underlying the stock options and RSUs has historically been determined by the Company’s board of directors as there is no public market for the underlying common stock. The Company’s board of directors determined the fair value of the Company’s common stock by considering a number of objective and subjective factors including: contemporaneous third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s common and redeemable convertible preferred stock to outside investors in arms-length transactions (including the IPO), the Company’s operating and financial performance, the lack of marketability, and the general and industry specific economic outlook, amongst other factors. After the completion of the IPO, the fair value of the Company's Class A common stock is determined based on the New York Stock Exchange ("NYSE") closing price on the date of grant. |
Provision for Income Taxes | Provision for Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in the period that includes the enactment date. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more-likely-than-not to be realized. Management considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company operates in various tax jurisdictions and is subject to audit by tax authorities. The Company recognizes the tax benefit of an uncertain tax position only if it is more-likely-than-not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50% likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the provision for income taxes. |
Fair Value | Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s convertible promissory notes entered into in February 2020, which are recorded at amortized cost, approximates fair value as the stated interest rate approximates market rates for similar loans. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s cash, cash equivalents, marketable securities, funds held at payment processors, and accounts receivable are potentially subject to concentration of credit risk. Although the Company deposits its cash with multiple financial institutions, the deposits, at times, may exceed federally insured limits. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. The Company limits purchases of debt securities to investment-grade securities. The Company has not experienced any significant credit losses historically. The Company relies on a limited number of third parties to provide payment processing services (“payment processors”) including collecting amounts due from end-users and processing Dasher payouts. Payment processors are financial institutions or credit card companies that the Company believes are of high credit quality. The Company retains the risk of collecting such amounts from the payment processor, which are included in funds held at payment processors for the unsettled portion at each period end. The portion of the payments to be remitted to Dashers and merchants is included in accrued expenses and other current liabilities. Although the Company pre-authorizes forms of payment to mitigate its exposure, the Company absorbs all credit card losses. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with its Customers. The Company generates a substantial majority of its revenue from orders completed through the DoorDash Marketplace and the related commissions charged to partner merchants and fees charged to consumers. A partner merchant represents a merchant that has entered into a contractual agreement with DoorDash. Revenue from the DoorDash Marketplace is recognized at the point in time when the consumer obtains control of the merchant’s products. The Company also generates revenue from membership fees paid by consumers for DashPass, which is recognized as part of the DoorDash Marketplace. Revenue generated from the Company’s DashPass subscriptions is recognized on a ratable basis over the contractual period, which is generally one month to one year depending on the type of subscription purchased by the consumer. In addition, the Company also generates revenue from its Drive offering by collecting per-order fees from merchants that use its local logistics platform to arrange for delivery services that fulfill demand generated through their own channels. Revenue from Drive is recognized at the point in time when the consumer obtains control of the merchant’s products. When determining the appropriate accounting for the fees collected in exchange for the use of the Company’s local logistics platform, the Company considered its contractual arrangements with the parties involved as well as its customary business practices. Under the Company’s agreements with partner merchants, the Company agrees to a commission to be earned as a percentage of the total dollar value of goods ordered. When a consumer signs up to use the Company’s local logistics platform, the consumer agrees to be charged certain fees, at the time an order is placed, in exchange for use of the platform. The Company has concluded that a contract exists between the Company and a partner merchant when the partner merchant accepts each consumer’s order, and a contract exists between the Company and a consumer when the consumer places the order and requests delivery services. The duration of a contract is typically equal to the time between when the order is placed and a Dasher picks up the food from the merchant. Contracts including variable consideration with partner merchants were not material for the periods presented. The Company’s local logistics platform facilitates orders between consumers and partner merchants. Separately, the Company’s platform arranges for consumers to obtain delivery service from Dashers. The Company has determined that the order facilitation service and delivery facilitation service are distinct performance obligations and has therefore considered whether it is a principal or agent separately for each of these items. The order facilitation service and the delivery facilitation service are distinct given that the consumer can benefit from each item separately. Further, the order facilitation service and delivery facilitation service are separately identifiable as the nature of the promises are to transfer the order facilitation service and delivery facilitation service individually, rather than as a combined item. Principal vs. Agent Considerations Judgment is required in determining whether the Company is the principal or the agent in transactions with partner merchants, consumers, and Dashers. As it relates to the accounting for order facilitation services and delivery facilitation services, the Company evaluated whether to present revenue on a gross versus net basis based on whether it controls each specified good or service before it is provided to the consumer in DoorDash Marketplace transactions. With respect to order facilitation services, the Company has determined it is an agent for partner merchants in facilitating the sale of products to the consumer through the DoorDash Marketplace. The consumer accesses the Company’s local logistics platform to identify merchants and places an order for merchants’ products. These orders are picked up from partner merchants and delivered to consumers by Dashers. The Company does not control the products prior to them being transferred to the consumer as it neither has the ability to redirect the products to another consumer nor does it obtain any economic benefit from the products. With respect to delivery facilitation services, the Company has determined it is acting as an agent for the consumer in facilitating the delivery of products by connecting consumers with Dashers. As the Company’s role with the delivery facilitation service is only to arrange for a delivery opportunity to be offered to prospective Dashers, it does not control how the delivery service is ultimately provided to the consumer. As the Company is an agent in facilitating the sale of products and delivery services, the Company reports revenue on a net basis, reflecting amounts collected from consumers, less amounts remitted to merchants and Dashers. Dasher payout represents the amounts paid to Dashers for deliveries, including incentives and tips, except for certain referral bonuses. From time to time, Dashers may request an earlier payment settlement in exchange for a reduction in Dasher payout. The amounts payable to merchants and Dashers are included in accrued expenses and other current liabilities on the consolidated balance sheets as payments are typically settled on a weekly basis. The Company recognizes revenue from both partner merchants and consumers for each successfully completed transaction. The Company satisfies its performance obligations to a partner merchant when there is a successful sale of the merchant’s products and meets its performance obligation to a consumer once the Dasher has picked up the products from the merchant for delivery to the consumer. DoorDash also provides value-add services to merchants. These services are generally considered separate performance obligations and revenue is recognized over the period in which services are provided. Revenue generated from such services is not material in all periods presented. Gift Cards The Company sells gift cards to consumers that can be redeemed through its Marketplace. Proceeds from the sale of gift cards are deferred and recorded as contract liabilities until consumers use the card to place orders on its platform. When gift cards are redeemed, revenue is recognized on a net basis as the difference between the amounts collected from consumers less amounts remitted to merchants and Dashers. Refunds and Credits From time to time the Company issues credits or refunds to merchants and consumers to ameliorate issues that may arise with orders. The Company accounts for such refunds as variable consideration and therefore records the amount of each refund or credit issued as a reduction of revenue. Incentive Programs The Company offers incentives to attract consumers and Dashers to use its local logistics platform. Consumers typically receive credits or discounted delivery fees while Dashers typically receive cash incentives. Each of the incentives are described below: Consumer Promotions The Company uses promotions in tandem with sales and marketing spend to attract new consumers to its platform. Promotions offered to consumers are primarily recorded as a reduction of revenue and include the following: New consumer incentives: The Company records discounts and incentives provided to new consumers as a promotion and reduces revenue on the date that the corresponding revenue transaction is recorded. Consumer referrals: The Company offers referral credits to its existing consumers for referrals of new consumers. These referral credits are paid in exchange for a distinct marketing service and therefore the portion of these credits that is equal to or less than the fair value of acquiring a new consumer are accounted for as a consumer acquisition cost. These new consumer acquisition costs are expensed as incurred and reflected as sales and marketing expenses in the Company’s consolidated statements of operations. The portion of these credits in excess of the fair value of acquiring a new consumer is accounted for as a reduction of revenue. Existing consumer incentives: On occasion, the Company offers promotional discounts to existing consumers. The Company records incentives provided to existing consumers as a promotion and reduces revenue on the date that the corresponding revenue transaction is recorded. Dasher Incentives and Referrals The Company offers various incentives to Dashers, which are primarily recorded within Dasher payout and reduce revenue. These are offered in various forms and include: Peak pay : The Company makes additional payments to Dashers to incentivize them to accept delivery opportunities during peak demand time. Dasher referrals : The Company offers referral bonuses to referring Dashers, as well as to referred Dashers, once the new Dasher has met certain qualifying conditions. The Company expenses the fair value of payments made to the referring Dashers as incurred in sales and marketing expenses in the consolidated statements of operations, since the marketing of the Company’s platform to acquire new Dashers represents a distinct benefit to the Company. The portion of these referral bonuses in excess of the fair value of payments made to the referring Dashers is accounted for as a reduction of revenue. Payments made to the referred Dashers are recorded within Dasher payout and reduce revenue at the time the corresponding revenue transaction is recorded. Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue primarily consists of (i) order management costs, which include payment processing charges, net of rebates issued from payment processors, costs associated with cancelled orders, costs related to placing orders with non-partner merchants, and insurance expenses, (ii) platform costs, which include costs for onboarding merchants and Dashers, costs for providing support for consumers, merchants, and Dashers, and technology platform infrastructure costs, and (iii) personnel costs, which include personnel-related compensation expenses related to the Company’s local operations, support, and other teams, and allocated overhead. Personnel-related compensation expenses primarily include salary, bonus, benefits, and stock-based compensation expense. Allocated overhead is determined based on an allocation of shared costs, such as facilities (including rent and utilities) and information technology costs, among all departments based on employee headcount. As such, allocated shared costs are reflected in each of the expense categories. |
Sales and Marketing and General and Administrative | Sales and MarketingSales and marketing expenses primarily consist of advertising and other ancillary expenses related to merchant, consumer, and Dasher acquisition, including certain consumer referral credits and Dasher referral fees paid to the referrers to the extent they represent fair value of acquiring a new consumer or a new Dasher, brand marketing expenses, personnel-related compensation expenses for sales and marketing employees, and commissions expense including amortization of deferred contract costs, as well as allocated overhead. General and Administrative General and administrative expenses primarily consist of legal, tax, and regulatory expenses, which include litigation settlement expenses and sales and indirect taxes, personnel-related compensation expenses related to administrative employees, which include finance and accounting, human resources and legal, chargebacks associated with fraudulent credit card transactions, professional services fees, acquisition-related expenses, and allocated overhead. |
Research and Development | Research and Development Research and development expenses primarily consist of personnel-related compensation expenses related to data analytics and the design of, product development of, and improvements to the Company’s platform, as well as expenses associated with the licensing of third-party software and allocated overhead. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization expenses primarily consist of depreciation and amortization expenses associated with the Company’s property and equipment and intangible assets. Depreciation includes expenses associated with equipment for merchants, including equipment for merchants under finance leases, computer equipment and software, office equipment, and leasehold improvements. Amortization includes expenses associated with the Company’s capitalized software and website development costs, as well as acquired intangible assets. Depreciation and amortization are excluded from cost of revenue and operating expenses. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per common share following the two-class method required for multiple classes of common stock and participating securities. The Company considers its previously outstanding redeemable convertible preferred stock to be participating securities. The two-class method requires income (loss) available to common stockholders for the period to be allocated between multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income (loss) for the period had been distributed. The holders of the Company’s redeemable convertible preferred stock would be entitled to dividends in preference to common stockholders, at specified rates, if declared. Such dividends are not cumulative. Any remaining earnings would be distributed among the holders of redeemable convertible preferred stock and common stock pro rata on an as-converted basis. These holders of the Company’s redeemable convertible preferred stock are not contractually obligated to participate in the Company’s losses. As such, the Company’s net losses for the years ended December 31, 2018, 2019, and 2020 were not allocated to these participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock, Class B common stock, and Class C common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock shared proportionately in the Company’s net losses. No shares of Class C common stock were issued and outstanding as of December 31, 2020. Prior to the completion of the IPO, there were no shares of Class B common stock issued and outstanding. Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share is the same as basic net loss per common share, because all potentially dilutive securities are anti-dilutive. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share. Upon completion of the Company's IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 239 million shares of common stock and their carrying amount reclassified into stockholders' (deficit) equity. As of December 31, 2020, there were no shares of redeemable convertible preferred stock issued and outstanding. |
Deferred Offering Costs | Deferred Offering CostsDeferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees relating to the anticipated sale of the Company’s common stock in the IPO, are initially capitalized and recorded in other assets on the consolidated balance sheets. |
Leases | Leases The Company applies the guidance in Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and the disclosures required under ASC 842 are not provided for dates and periods before January 1, 2019. The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Expense related to short-term leases is recognized either straight-line over the lease term or as incurred depending on whether the lease payments are fixed or variable. Variable lease payments were not material for the years ended December 31, 2019 and 2020. The Company did not utilize the practical expedient allowing the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use (“ROU”) assets. The Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company’s classes of assets that are leased include real estate leases and equipment leases. Operating leases consist of real estate leases and are included in operating lease ROU assets and operating lease liabilities on the Company’s consolidated balance sheets. Finance leases consist of equipment leases and are included in property and equipment, net on the Company’s consolidated balance sheets. The Company’s real estate leases are for an initial period between one The Company subleases certain portions of buildings subject to operating leases. The terms and conditions of the subleases are commensurate with the terms and conditions within the original operating leases. The term of the subleases generally range from four When the discount rate implicit in the lease cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement in order to discount lease payments to present value for purposes of performing lease classification tests and measuring the lease liability. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Because the Company does not generally borrow on a collateralized basis, it uses a derived unsecured synthetic credit rating adjusted for collateralization, current available yield curves, and the lease term as inputs to derive an appropriate incremental borrowing rate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” ("ASU 2016-13"). The new guidance requires the measurement and recognition of expected credit losses for financial assets held at amortized costs. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Effective on December 31, 2020, the Company lost its emerging growth company ("EGC") status which accelerated the requirement of the adoption of ASU 2016-13. As a result, the Company adopted 2016-13 using the modified retrospective approach as of January 1, 2020. The cumulative effect upon adoption was not material to its consolidated financial statement. Recent Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, this standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. This guidance was effective for the Company beginning on January 1, 2021 and is not expected to have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)" which removes separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. Such convertible debt will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The update also requires the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. For public business entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of the update on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, "Codification Improvements", which improves the Codification by having all disclosure-related guidance available in the Disclosure Sections of the Codification and also contains Codification improvements that vary in nature. For public business entities, this amendment is effective for fiscal years beginning after December 15, 2020. The amendments in this Update should be applied retrospectively. The Company does not believe the amendments will have a material impact on the disclosures to its consolidated financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Useful Lives of Property and Equipment | The useful lives are as follows: Estimated Useful Life Equipment for merchants 2 years Computer equipment and software 2 years Office equipment 5 years Capitalized software and website development costs 2 years Leasehold improvements Shorter of estimated useful life or lease term Property and equipment, net consisted of the following (in millions): December 31, 2019 December 31, 2020 Equipment for merchants $ 55 $ 111 Computer equipment and software 12 22 Capitalized software and website development costs 25 86 Leasehold improvements 31 57 Office equipment 7 11 Construction in progress 10 27 Total 140 314 Less: Accumulated depreciation and amortization (39) (104) Property and equipment, net $ 101 $ 210 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue by offering was as follows (in millions): Year Ended December 31, 2018 2019 2020 Core business $ 282 $ 876 $ 2,886 Other revenue 9 9 — Total revenue $ 291 $ 885 $ 2,886 Core business is primarily comprised of Marketplace, which includes Pickup and DoorDash for Work, and Drive. Revenue by geographic area is determined based on the address of the merchant, or in the case of DashPass, the address of the consumer. Revenue by geographic area was as follows (in millions): Year Ended December 31, 2018 2019 2020 United States $ 282 $ 877 $ 2,875 International 9 8 11 Total revenue $ 291 $ 885 $ 2,886 |
Deferred Contract Costs | A summary of activities related to deferred contract costs was as follows (in millions): Year Ended December 31, 2018 2019 2020 Beginning balance $ 2 $ 6 $ 21 Capitalization of deferred contract costs 5 19 32 Amortization of deferred contract costs (1) (4) (10) Ending balance $ 6 $ 21 $ 43 Deferred contract costs, current $ 2 $ 4 $ 16 Deferred contract costs, non-current 4 17 27 Total deferred contract costs $ 6 $ 21 $ 43 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions): October 31, 2019 Prepaid expenses and other current assets $ 4 Intangible assets 106 Goodwill 305 Accrued expenses and other current liabilities (3) Other liabilities (1) Total purchase price $ 411 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired (in millions) and their estimated useful lives as of the date of acquisition (in years): Estimated October 31, 2019 Existing technology 1.5 $ 45 Vendor relationships 13.0 45 Courier relationships 1.5 1 Customer relationships 3.0 9 Trade name and trademarks 3.0 6 Total acquired intangible assets $ 106 |
Pro Forma Information | The unaudited pro forma results were as follows (in millions): Year Ended December 31, 2018 2019 Revenue $ 361 $ 971 Net loss (291) (726) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the periods presented were as follows (in millions): Total Balance as of December 31, 2018 $ — Acquisitions 306 Balance as of December 31, 2019 306 Acquisitions 10 Balance as of December 31, 2020 $ 316 |
Schedule of Intangible Assets | Intangible assets, net consisted of the following as of December 31, 2019 (in millions): Weighted-average Gross Carrying Accumulated Net Carrying Existing technology 1.4 $ 49 $ (6) $ 43 Vendor relationships 12.8 45 (1) 44 Courier relationships 1.3 1 — 1 Customer relationships 2.8 9 — 9 Trade name and trademarks 2.8 6 — 6 Balance as of December 31, 2019 $ 110 $ (7) $ 103 Intangible assets, net consisted of the following as of year ended December 31, 2020 (in millions): Weighted-average Gross Carrying Accumulated Net Carrying Existing technology 7.6 $ 71 $ (48) $ 23 Vendor relationships 11.8 45 (4) 41 Courier relationships 0.3 1 (1) — Customer relationships 1.8 9 (3) 6 Trade name and trademarks 1.8 6 (2) 4 Balance as of December 31, 2020 $ 132 $ (58) $ 74 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expense of intangible assets as of December 31, 2020 was as follows (in millions): Year Ending December 31, Amortization 2021 $ 13 2022 10 2023 6 2024 6 2025 6 Thereafter 33 Total estimated future amortization expense $ 74 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in millions): December 31, 2019 Level 1 Level 2 Level 3 Total Cash equivalents Corporate bonds $ — $ 2 $ — $ 2 Short-term marketable securities Commercial paper — 8 — 8 Corporate bonds — 110 — 110 U.S. government agency securities — 43 — 43 U.S. Treasury securities — 347 — 347 Total $ — $ 510 $ — $ 510 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents U.S. Treasury securities $ — $ 3 $ — $ 3 Short-term marketable securities Commercial paper — 76 — 76 Corporate bonds — 51 — 51 U.S. government agency securities — 23 — 23 U.S. Treasury securities — 364 — 364 Total $ — $ 517 $ — $ 517 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Cash Equivalents and Marketable Securities | The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in millions): December 31, 2019 Cost or Unrealized Estimated Gains Losses Cash equivalents Corporate bonds $ 1 $ 1 $ — $ 2 Short-term marketable securities Commercial paper 8 — — 8 Corporate bonds 110 — — 110 U.S. government agency securities 43 — — 43 U.S. Treasury securities 347 — — 347 Total $ 509 $ 1 $ — $ 510 December 31, 2020 Cost or Unrealized Estimated Gains Losses Cash equivalents U.S. Treasury securities $ 3 $ — $ — $ 3 Short-term marketable securities Commercial paper 76 — — 76 Corporate bonds 51 — — 51 U.S. government agency securities 23 — — 23 U.S. Treasury securities 364 — — 364 Total $ 517 $ — $ — $ 517 |
Schedule of Property and Equipment, net | The useful lives are as follows: Estimated Useful Life Equipment for merchants 2 years Computer equipment and software 2 years Office equipment 5 years Capitalized software and website development costs 2 years Leasehold improvements Shorter of estimated useful life or lease term Property and equipment, net consisted of the following (in millions): December 31, 2019 December 31, 2020 Equipment for merchants $ 55 $ 111 Computer equipment and software 12 22 Capitalized software and website development costs 25 86 Leasehold improvements 31 57 Office equipment 7 11 Construction in progress 10 27 Total 140 314 Less: Accumulated depreciation and amortization (39) (104) Property and equipment, net $ 101 $ 210 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in millions): December 31, 2019 December 31, 2020 Litigation reserves $ 99 $ 178 Sales tax payable and accrued sales and indirect taxes 51 149 Accrued operations related expenses 40 139 Accrued advertising 24 62 Dasher and merchant payable 27 110 Credits issued to consumers 14 28 Insurance reserves 15 55 Contract liabilities 13 108 Other 62 114 Total $ 345 $ 943 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Cost | The components of lease costs related to the Company’s operating leases included in the consolidated statements of operations for the periods presented were as follows (in millions): Year Ended December 31, 2019 2020 Operating lease cost $ 22 $ 40 Short-term lease cost 10 11 Sublease income (3) (5) Total lease cost $ 29 $ 46 Lease terms and discount rates for operating leases were as follows: December 31, 2019 December 31, 2020 Weighted-average remaining lease term (in years) 10.2 10.7 Weighted-average discount rate 7.12% 8.06% Supplemental cash flow and non-cash information was as follows (in millions): Year Ended December 31, 2019 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 12 $ 32 Financing cash flows for finance leases $ 1 $ — ROU assets obtained in exchange for new lease liabilities Operating leases $ 137 $ 69 |
Future Minimum Lease Payments Required under Operating Leases | As of December 31, 2020, the future minimum lease payments required under operating leases were as follows (in millions): Year Ending December 31, Amount 2021 $ 36 2022 46 2023 46 2024 44 2025 42 Thereafter 319 Total future minimum lease payments 533 Less: Lease not commenced (120) Less: Imputed interest (145) Less: Tenant improvement receivable (15) Present value of future minimum lease payments $ 253 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unrecorded Non-cancelable Purchase Agreements | As of December 31, 2020, the future minimum payments under the Company’s non-cancelable purchase commitments were as follows (in millions): Year Ending December 31, Amount 2021 $ 119 2022 112 2023 104 2024 79 2025 2 Total future minimum payments $ 416 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | The following table summarizes the redeemable convertible preferred stock outstanding immediately prior to the conversion into common stock, and the rights and preferences of the Company’s respective series preceding the Company’s IPO in December 2020 (in millions, except share amounts which are reflected in thousands, and per share data): Series Shares Shares Issuance Price Per Share Aggregate Carrying Series A-1 13,330 13,330 $ 0.15 $ 0.15 $ 2 $ 7 Series A 27,159 27,159 0.73 0.73 20 20 Series B 7,925 7,925 5.68 5.48 45 45 Series C 26,839 26,839 4.79 4.79 128 128 Series D 98,008 98,008 5.51 (1) 5.51 540 535 Series E 18,055 18,055 13.85 13.85 250 250 Series F 18,186 18,186 22.48 22.48 409 476 Series G 21,165 21,165 37.94 37.94 803 803 Series H 9,351 8,316 45.91 45.91 382 382 Total 240,018 238,983 $ 2,579 $ 2,646 (1) The issuance price for Series D redeemable convertible preferred stock was $5.50688, except for shares issued via the conversion of certain of the outstanding convertible promissory notes issued in 2017, for which the conversion price was $4.78778 per share. |
Schedule of Fair Value of the Liability (Valued as a Forward Contract) | The fair value of the liability (valued as a forward contract) at issuance and as of subsequent closing was determined with the following assumptions: As of As of Current forward price per share $ 22.48 $ 37.76 Contractual forward price per share $ 22.48 $ 22.48 Risk-free rate 2.46 % 2.41 % Expected years until subsequent closing 0.23 — Present value of contractual forward price per share $ 22.35 $ 22.48 Value of the forward contract per share $ 0.13 $ 15.28 Number of preferred shares issued in the subsequent closing 4,449,370 4,449,370 Fair value of forward contract liability (in millions) $ 1 $ 68 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance on an As-converted Basis | The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis (in thousands): December 31, 2019 December 31, 2020 Conversion of outstanding redeemable convertible preferred stock 230,953 — Stock options issued and outstanding under the 2014 Plan 36,247 33,802 RSUs outstanding under the 2014 and 2020 Plan 15,924 34,939 Remaining shares available for future issuance 10,478 32,210 Shares available for issuance under the 2020 Employee Stock Purchase Plan — 6,499 Total 293,602 107,450 |
Schedule of Non-vested Performance Shares | Company Stock Number of RSUs 1 $187.60 518,950 2 $226.80 518,950 3 $265.80 1,037,900 4 $305.00 1,037,900 5 $344.00 1,037,900 6 $383.00 1,556,850 7 $422.20 1,556,850 8 $461.20 1,556,850 9 $501.00 1,556,850 |
Schedule of Activity under the 2014 and 2020 Plans | A summary of activity under the 2014 and 2020 Plan and related information was as follows (in millions, except share amounts which are reflected in thousands, and per share data): Options Outstanding Shares Shares Weighted- Weighted- Aggregate Balance as of December 31, 2019 10,478 36,247 $ 2.38 6.92 $ 1,070 Shares authorized 40,493 — Options granted — — $ — Options exercised — (2,191) $ 1.90 129 Options forfeited 254 (254) $ 1.94 RSUs granted (20,126) — RSUs forfeited 1,046 — Shares withheld related to net share settlement, returned to the 2020 Plan 65 Balance as of December 31, 2020 32,210 33,802 $ 2.42 5.92 $ 4,744 Exercisable as of December 31, 2020 28,291 $ 1.95 5.61 $ 3,983 Vested and expected to vest as of December 31, 2020 33,802 $ 2.42 5.92 $ 4,744 |
Summary of RSU Activity | The summary of RSU activity was as follows (in millions, except share amounts which are reflected in thousands, and per share data): Number of Weighted- Aggregate Unvested units as of December 31, 2019 15,924 $ 508 Granted 20,126 $ 56.27 Vested (6,573) $ 17.40 Vested and settled (65) $ 10.68 Forfeited (1,046) $ 29.14 Unvested units as of December 31, 2020 28,366 $ 4,049 |
Schedule of Assumptions used to Estimate the Fair Value of Stock Options Granted | The assumptions used to estimate the fair value of stock options granted for the periods presented were as follows: Year Ended December 31, 2018 2019 2020 Expected volatility 54.10% - 57.64% 53.73% - 53.85% — Risk-free rate 2.49% - 3.08% 2.35% - 2.36% — Dividend yield — — — Expected term (in years) 5.00 - 6.10 5.91 - 6.03 — |
Schedule of Stock-based compensation Expense | The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in millions): Year Ended December 31, 2018 2019 2020 Cost of revenue, exclusive of depreciation and amortization $ 3 $ 2 $ 31 Sales and marketing 3 2 37 Research and development 11 8 171 General and administrative 7 6 83 Total stock-based compensation expense $ 24 $ 18 $ 322 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | U.S. and foreign components of consolidated income (loss) before income taxes was as follows (in millions): Year Ended December 31, 2018 2019 2020 United States $ (204) $ (666) $ (463) Foreign — — 5 Loss before income taxes $ (204) $ (666) $ (458) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate was as follows: Year Ended December 31, 2018 2019 2020 Federal tax (benefit) at statutory rate 21 % 21 % 21 % State tax (benefit) at statutory rate, net of federal benefit 4 4 3 Change in valuation allowance (25) (23) (21) Stock-based compensation (1) — (2) Research and development credits 1 1 3 Change in fair value of forward contract liability — (3) — Non-deductible expenses — — (3) Non-deductible interest expense — — (2) Provision for income taxes — % — % (1) % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities were as follows (in millions): December 31, 2019 2020 Deferred tax assets Accruals and reserves $ 44 $ 95 Stock-based compensation 5 72 Tax credits carryforward 12 23 Operating leases 46 64 Net operating losses carryforward 200 180 Total gross deferred tax assets 307 434 Less: Valuation allowance (260) (357) Total deferred tax assets net of valuation allowance 47 77 Deferred tax liabilities Property and equipment and intangible assets — (19) ROU assets (42) (51) Deferred contract costs (5) (10) Total gross deferred tax liabilities (47) (80) Net deferred tax liabilities $ — $ (3) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending balance of gross unrecognized tax benefits is included in the table below (in millions): Year Ended December 31, 2018 2019 2020 Unrecognized tax benefits at beginning of year $ 1 $ 3 $ 7 Increases related to current year tax positions 2 4 3 Decreases related to prior year tax positions — — (3) Unrecognized tax benefits at end of year $ 3 $ 7 $ 7 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common StockholdersEarnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. The shares issued in the IPO and the shares of Class A common stock issued upon conversion of the outstanding shares of redeemable convertible preferred stock in the IPO, as well as vested RSUs that have not been settled are included in the table below weighted for the period outstanding in the year ended December 31, 2020 (in millions, except share amounts which are reflected in thousands, and per share data): Year Ended December 31, 2018 2019 2020 Common Common Class A Class B Net loss $ (204) $ (667) $ (446) $ (15) Less: Premium paid on repurchase of redeemable convertible preferred stock (3) — — — Less: Deemed dividend to preferred stockholders — (1) — — Net loss attributable to common stockholders $ (207) $ (668) $ (446) $ (15) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 44,305 43,252 60,422 1,968 Net loss per share attributable to common stockholders, basic and diluted $ (4.67) $ (15.44) $ (7.39) $ (7.39) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2018 2019 2020 Redeemable convertible preferred stock (on an as-converted basis) 191,602 230,953 — Stock options to purchase common stock 39,191 36,247 33,802 Unvested restricted stock units (1) 6,065 15,924 17,987 Common stock subject to repurchase 25 — — Convertible promissory notes — — 2,595 Total 236,883 283,124 54,384 (1) The CEO Performance Award is excluded from the above table because the Company Stock Price Target had not been met as of December 31, 2020. |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Details) $ / shares in Units, $ in Millions | Dec. 09, 2020USD ($)$ / sharesshares | Dec. 08, 2020shares | Nov. 09, 2020 | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | ||||||
Preferred stock, authorized (shares) | 600,000,000 | |||||
Stock-based compensation expense | $ | $ 322 | $ 18 | $ 24 | |||
Settlement period required prior to issuance of common stock for RSUs | 180 days | |||||
Shares withheld related to net share settlement (shares) | 65,000 | |||||
Shares withheld related to net share settlement | $ | $ 7 | $ 0 | $ 0 | |||
Forward stock split ratio | 5 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares converted (shares) | 285,000,000 | |||||
Shares withheld related to net share settlement (shares) | 65,000 | |||||
Employees | ||||||
Class of Stock [Line Items] | ||||||
Short-term loan extended to employees | $ | $ 10 | |||||
Unvested restricted stock units | ||||||
Class of Stock [Line Items] | ||||||
Stock-based compensation expense | $ | $ 279 | |||||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued upon conversion of outstanding redeemable convertible preferred stock (shares) | 239,000,000 | |||||
Common stock, authorized (shares) | 6,000,000,000 | 6,000,000,000 | 360,000,000 | |||
Common stock, shares converted (shares) | 31,000,000 | |||||
Common stock, shares issued upon conversion (shares) | 285,000,000 | 239,269,631 | ||||
Shares withheld related to net share settlement (shares) | 65,058 | |||||
Shares withheld related to net share settlement | $ | $ 7 | |||||
Class A Common Stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in initial public offering (shares) | 33,000,000 | |||||
Sale of stock, price per share (in USD) | $ / shares | $ 102 | |||||
Proceeds from issuance in IPO | $ | $ 3,300 | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (shares) | 200,000,000 | 200,000,000 | 0 | |||
Common stock, shares issued upon conversion (shares) | 31,000,000 | |||||
Class C Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (shares) | 2,000,000,000 | 2,000,000,000 | 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Bad debt expense | $ 16,000,000 | ||
Direct write-offs of uncollectible accounts | 5,000,000 | ||
Allowance for doubtful accounts | 13,000,000 | $ 2,000,000 | |
Goodwill, impairment loss | 0 | 0 | $ 0 |
Operating lease impairment charge | 11,000,000 | ||
Advertising expense | $ 698,000,000 | $ 446,000,000 | $ 81,000,000 |
Minimum | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Subscription revenue recognition period | 1 month | ||
Maximum | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Subscription revenue recognition period | 1 year | ||
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 21,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment for Merchants | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 2 years |
Computer Equipment and Software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 2 years |
Office Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 5 years |
Capitalized Software and Website Development Costs | |
Property, Plant and Equipment [Line Items] | |
Useful life of property and equipment | 2 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Stock-based Compensation (Details) - USD ($) $ in Millions | Dec. 09, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 322 | $ 18 | $ 24 | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Stock-based compensation expense | $ 279 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Accounts Receivable - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 20.00% | 26.00% |
Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 14.00% | 11.00% |
Customer Three | ||
Concentration Risk [Line Items] | ||
Concentration risk (percent) | 10.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Net Loss Atributable to Common Stockholders (Details) - shares | Dec. 31, 2020 | Dec. 09, 2020 | Dec. 08, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred, issued (shares) | 0 | 230,667,000 | ||||
Redeemable convertible preferred, outstanding (shares) | 0 | 230,667,000 | ||||
Class C Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, issued (shares) | 0 | 0 | ||||
Common stock, outstanding (shares) | 0 | 0 | ||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, issued (shares) | 31,313,000 | 0 | 0 | |||
Common stock, outstanding (shares) | 31,313,000 | 0 | 0 | |||
Class A Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, issued (shares) | 287,190,000 | 43,937,000 | ||||
Common stock, outstanding (shares) | 287,190,000 | 43,937,000 | ||||
Shares issued upon conversion of outstanding redeemable convertible preferred stock (shares) | 239,000,000 | |||||
Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred, issued (shares) | 0 | 238,983,000 | ||||
Redeemable convertible preferred, outstanding (shares) | 0 | 238,983,000 | 230,667,000 | 191,316,000 | 75,550,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) $ in Millions | Dec. 31, 2019USD ($) |
IPO | Other Assets | |
Sale of Stock [Line Items] | |
Deferred offering costs | $ 5 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial lease term | 1 year |
Term of sublease | 4 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Initial lease term | 15 years |
Term of sublease | 5 years |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,886 | $ 885 | $ 291 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,875 | 877 | 282 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11 | 8 | 9 |
Core business | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,886 | 876 | 282 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 0 | $ 9 | $ 9 |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 108 | $ 13 |
Revenue - Rollforward of Deferr
Revenue - Rollforward of Deferred Contract Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Capitalized Contract Cost [Roll Forward] | |||
Beginning balance | $ 21 | $ 6 | $ 2 |
Capitalization of deferred contract costs | 32 | 19 | 5 |
Amortization of deferred contract costs | (10) | (4) | (1) |
Ending balance | $ 43 | $ 21 | $ 6 |
Revenue - Deferred Contract Cos
Revenue - Deferred Contract Costs (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||||
Deferred contract costs, current | $ 16 | $ 4 | $ 2 | |
Deferred contract costs, non-current | 27 | 17 | 4 | |
Total deferred contract costs | $ 43 | $ 21 | $ 6 | $ 2 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | Oct. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Revenue | $ 2,886 | $ 885 | $ 291 | ||
Goodwill | $ 316 | 316 | 306 | $ 0 | |
Caviar | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 411 | ||||
Revenue included in consolidated statements of operations | 15 | ||||
Consideration recorded in accrued expenses and other current liabilities | 3 | ||||
Cash paid for acquisition | 311 | ||||
Transaction costs | 1 | ||||
Acquisition-related costs | 5 | ||||
Indemnification asset | 3 | ||||
Estimable legal settlement | 3 | ||||
Intangible assets | 106 | ||||
Goodwill | 305 | ||||
Caviar | Series G Redeemable Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Redeemable convertible preferred stock issued in connection with an acquisition | $ 100 | ||||
Scotty Labs, Inc. | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | 5 | ||||
Intangible assets | $ 4 | ||||
Estimated useful life | 2 years | ||||
Goodwill | $ 1 | ||||
Technology Manufacturing Company | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | 30 | ||||
Consideration recorded in accrued expenses and other current liabilities | 3 | 3 | |||
Intangible assets | $ 22 | 22 | |||
Estimated useful life | 8 years | ||||
Goodwill | $ 10 | $ 10 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 316 | $ 306 | $ 0 | |
Caviar | ||||
Business Acquisition [Line Items] | ||||
Prepaid expenses and other current assets | $ 4 | |||
Intangible assets | 106 | |||
Goodwill | 305 | |||
Accrued expenses and other current liabilities | (3) | |||
Other liabilities | (1) | |||
Total purchase price | $ 411 |
Acquisitions - Identifiable Int
Acquisitions - Identifiable Intangible Assets Acquired (Details) - Caviar $ in Millions | Oct. 31, 2019USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total acquired intangible assets | $ 106 |
Existing Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year 6 months |
Total acquired intangible assets | $ 45 |
Vendor Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 13 years |
Total acquired intangible assets | $ 45 |
Courier Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year 6 months |
Total acquired intangible assets | $ 1 |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 3 years |
Total acquired intangible assets | $ 9 |
Trade Name and Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 3 years |
Total acquired intangible assets | $ 6 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Caviar - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Revenue | $ 971 | $ 361 |
Net loss | $ (726) | $ (291) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 306,000,000 | $ 0 | |
Acquisitions | 10,000,000 | 306,000,000 | |
Goodwill, Ending Balance | 316,000,000 | 306,000,000 | $ 0 |
Goodwill, impairment loss | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Value | $ 132 | $ 110 | ||
Accumulated Amortization | (58) | (7) | ||
Net Carrying Value | 74 | 103 | ||
Amortization of intangible assets | $ 51 | $ 7 | $ 0 | |
Existing Technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 7 years 7 months 6 days | 1 year 4 months 24 days | ||
Gross Carrying Value | $ 71 | $ 49 | ||
Accumulated Amortization | (48) | (6) | ||
Net Carrying Value | 23 | $ 43 | ||
Existing Technology | Caviar | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 8 months 12 days | |||
Amortization of intangible assets | $ 15 | |||
Vendor Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 11 years 9 months 18 days | 12 years 9 months 18 days | ||
Gross Carrying Value | $ 45 | $ 45 | ||
Accumulated Amortization | (4) | (1) | ||
Net Carrying Value | $ 41 | $ 44 | ||
Courier Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 3 months 18 days | 1 year 3 months 18 days | ||
Gross Carrying Value | $ 1 | $ 1 | ||
Accumulated Amortization | (1) | 0 | ||
Net Carrying Value | $ 0 | $ 1 | ||
Customer Relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 1 year 9 months 18 days | 2 years 9 months 18 days | ||
Gross Carrying Value | $ 9 | $ 9 | ||
Accumulated Amortization | (3) | 0 | ||
Net Carrying Value | $ 6 | $ 9 | ||
Trade Name and Trademarks | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted-average Remaining Useful Life (in years) | 1 year 9 months 18 days | 2 years 9 months 18 days | ||
Gross Carrying Value | $ 6 | $ 6 | ||
Accumulated Amortization | (2) | 0 | ||
Net Carrying Value | $ 4 | $ 6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 13 | |
2022 | 10 | |
2023 | 6 | |
2024 | 6 | |
2025 | 6 | |
Thereafter | 33 | |
Net Carrying Value | $ 74 | $ 103 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Commercial Paper | ||
Short-term marketable securities | ||
Short-term marketable securities | $ 76 | $ 8 |
Corporate bonds | ||
Cash equivalents | ||
Cash equivalents | 2 | |
Short-term marketable securities | ||
Short-term marketable securities | 51 | 110 |
U.S. government agency securities | ||
Short-term marketable securities | ||
Short-term marketable securities | 23 | 43 |
U.S. Treasury securities | ||
Cash equivalents | ||
Cash equivalents | 3 | |
Short-term marketable securities | ||
Short-term marketable securities | 364 | 347 |
Fair Value, Recurring | ||
Short-term marketable securities | ||
Total | 517 | 510 |
Fair Value, Recurring | Commercial Paper | ||
Short-term marketable securities | ||
Short-term marketable securities | 76 | 8 |
Fair Value, Recurring | Corporate bonds | ||
Cash equivalents | ||
Cash equivalents | 2 | |
Short-term marketable securities | ||
Short-term marketable securities | 51 | 110 |
Fair Value, Recurring | U.S. government agency securities | ||
Short-term marketable securities | ||
Short-term marketable securities | 23 | 43 |
Fair Value, Recurring | U.S. Treasury securities | ||
Cash equivalents | ||
Cash equivalents | 3 | |
Short-term marketable securities | ||
Short-term marketable securities | 364 | 347 |
Level 1 | Fair Value, Recurring | ||
Short-term marketable securities | ||
Total | 0 | 0 |
Level 1 | Fair Value, Recurring | Commercial Paper | ||
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Cash equivalents | ||
Cash equivalents | 0 | |
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. government agency securities | ||
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. Treasury securities | ||
Cash equivalents | ||
Cash equivalents | 0 | |
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Short-term marketable securities | ||
Total | 517 | 510 |
Level 2 | Fair Value, Recurring | Commercial Paper | ||
Short-term marketable securities | ||
Short-term marketable securities | 76 | 8 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Cash equivalents | ||
Cash equivalents | 2 | |
Short-term marketable securities | ||
Short-term marketable securities | 51 | 110 |
Level 2 | Fair Value, Recurring | U.S. government agency securities | ||
Short-term marketable securities | ||
Short-term marketable securities | 23 | 43 |
Level 2 | Fair Value, Recurring | U.S. Treasury securities | ||
Cash equivalents | ||
Cash equivalents | 3 | |
Short-term marketable securities | ||
Short-term marketable securities | 364 | 347 |
Level 3 | ||
Short-term marketable securities | ||
Total | 0 | 0 |
Liabilities | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Short-term marketable securities | ||
Total | 0 | 0 |
Level 3 | Fair Value, Recurring | Commercial Paper | ||
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Cash equivalents | ||
Cash equivalents | 0 | |
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. government agency securities | ||
Short-term marketable securities | ||
Short-term marketable securities | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. Treasury securities | ||
Cash equivalents | ||
Cash equivalents | 0 | |
Short-term marketable securities | ||
Short-term marketable securities | $ 0 | $ 0 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash Equivalents and Marketable Securities (Details) $ in Millions | Dec. 31, 2020USD ($)security | Dec. 31, 2019USD ($)security | Dec. 31, 2018USD ($) |
Cash equivalents | |||
Cash equivalents, cost or amortized cost | $ 4,345 | $ 257 | $ 215 |
Short-term marketable securities | |||
Total | 517 | 509 | |
Total, unrealized gains | 0 | 1 | |
Total, unrealized losses | 0 | 0 | |
Total, estimated fair value | $ 517 | $ 510 | |
Number of individual securities that incurred continuous unrealized losses for greater than 12 months | security | 0 | 0 | |
Corporate bonds | |||
Cash equivalents | |||
Cash equivalents, cost or amortized cost | $ 1 | ||
Cash equivalents, unrealized gain | 1 | ||
Cash equivalents paper, unrealized loss | 0 | ||
Cash equivalents, estimated fair value | 2 | ||
Short-term marketable securities | |||
Short-term marketable securities, cost or amortized cost | $ 51 | 110 | |
Short-term marketable securities, unrealized gains | 0 | 0 | |
Short-term marketable securities, unrealized losses | 0 | 0 | |
Short-term marketable securities, estimated fair value | 51 | 110 | |
Commercial Paper | |||
Short-term marketable securities | |||
Short-term marketable securities, cost or amortized cost | 76 | 8 | |
Short-term marketable securities, unrealized gains | 0 | 0 | |
Short-term marketable securities, unrealized losses | 0 | 0 | |
Short-term marketable securities, estimated fair value | 76 | 8 | |
U.S. government agency securities | |||
Short-term marketable securities | |||
Short-term marketable securities, cost or amortized cost | 23 | 43 | |
Short-term marketable securities, unrealized gains | 0 | 0 | |
Short-term marketable securities, unrealized losses | 0 | 0 | |
Short-term marketable securities, estimated fair value | 23 | 43 | |
U.S. Treasury securities | |||
Cash equivalents | |||
Cash equivalents, cost or amortized cost | 3 | ||
Cash equivalents, unrealized gain | 0 | ||
Cash equivalents paper, unrealized loss | 0 | ||
Cash equivalents, estimated fair value | 3 | ||
Short-term marketable securities | |||
Short-term marketable securities, cost or amortized cost | 364 | 347 | |
Short-term marketable securities, unrealized gains | 0 | 0 | |
Short-term marketable securities, unrealized losses | 0 | 0 | |
Short-term marketable securities, estimated fair value | $ 364 | $ 347 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total | $ 314 | $ 140 | |
Less: Accumulated depreciation and amortization | (104) | (39) | |
Property and equipment, net | 210 | 101 | |
Depreciation expense | 52 | 20 | $ 6 |
Capitalized software and website development costs | 61 | 15 | 4 |
Amortization of capitalized software and website development costs | 17 | 5 | $ 3 |
Equipment for Merchants | |||
Property, Plant and Equipment [Line Items] | |||
Total | 111 | 55 | |
Assets under finance leases | 0 | 4 | |
Computer Equipment and Software | |||
Property, Plant and Equipment [Line Items] | |||
Total | 22 | 12 | |
Capitalized Software and Website Development Costs | |||
Property, Plant and Equipment [Line Items] | |||
Total | 86 | 25 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total | 57 | 31 | |
Office Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total | 11 | 7 | |
Construction in Progress | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 27 | $ 10 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Litigation reserves | $ 178 | $ 99 |
Sales tax payable and accrued sales and indirect taxes | 149 | 51 |
Accrued operations related expenses | 139 | 40 |
Accrued advertising | 62 | 24 |
Dasher and merchant payable | 110 | 27 |
Credits issued to consumers | 28 | 14 |
Insurance reserves | 55 | 15 |
Contract liabilities | 108 | 13 |
Other | 114 | 62 |
Total | $ 943 | $ 345 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||
Rent expense, net of sublease income | $ 46 | $ 29 | $ 10 | |
Sublease rental income as a percent of lease expense | 100.00% | |||
Operating lease impairment charge | 11 | |||
Leases not yet commenced | $ 120 | $ 246 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 40 | $ 22 |
Short-term lease cost | 11 | 10 |
Sublease income | (5) | (3) |
Total lease cost | $ 46 | $ 29 |
Weighted-average remaining lease term (in years) | 10 years 8 months 12 days | 10 years 2 months 12 days |
Weighted average discount rate (percent) | 8.06% | 7.12% |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows for operating leases | $ 32 | $ 12 |
Financing cash flows for finance leases | 0 | 1 |
ROU assets obtained in exchange for new lease liabilities | ||
Operating leases | $ 69 | $ 137 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments under Operating Leases (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 36 | |
2022 | 46 | |
2023 | 46 | |
2024 | 44 | |
2025 | 42 | |
Thereafter | 319 | |
Total future minimum lease payments | 533 | |
Less: Lease not commenced | (120) | $ (246) |
Less: Imputed interest | (145) | |
Less: Tenant improvement receivable | (15) | |
Present value of future minimum lease payments | $ 253 |
Promissory Notes (Details)
Promissory Notes (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2020USD ($)day | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Oct. 31, 2019USD ($) | Dec. 31, 2017USD ($)investor | |
Debt Instrument [Line Items] | ||||||
General and administrative | $ 556,000,000 | $ 245,000,000 | $ 78,000,000 | |||
Proceeds from issuance of convertible notes, net of issuance costs | 333,000,000 | 0 | 0 | |||
Promissory Note Issued to Not-for-Profit Organization | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note receivable | $ 30,000,000 | |||||
General and administrative | 29,000,000 | 1,000,000 | ||||
Promissory Note Issued to Not-for-Profit Organization | Prepaid Expenses and Other Current Assets | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note receivable | 0 | $ 29,000,000 | ||||
2020 Convertible Promissory Notes | Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued | $ 340,000,000 | |||||
Stated interest rate (percent) | 10.00% | |||||
Equity financing minimum for conversion of convertible promissory notes | $ 100,000,000 | |||||
Convertible debt, carrying amount | 364,000,000 | |||||
Convertible debt principal | 340,000,000 | |||||
Proceeds from issuance of convertible notes, net of issuance costs | 333,000,000 | |||||
Debt issuance costs | 2,000,000 | |||||
Original issue discount | $ 5,000,000 | 5,000,000 | ||||
Period before automatic conversion of debt, if latest | 1 year | |||||
Number of trading days following a Qualified Public Company Event for automatic conversion of debt, if latest | day | 10 | |||||
Market capitalization ceiling to trigger conversion of convertible debt to non-convertible debt | $ 10,000,000,000 | |||||
Market capitalization floor to trigger conversion of convertible debt to shares of common stock | $ 10,000,000,000 | |||||
Number of trading days for conversion of convertible debt into shares of common stock | day | 40 | |||||
Unpaid accrued payment-in-kind interest | 30,000,000 | |||||
Unamortized debt issuance costs | $ 1,000,000 | |||||
Convertible Promissory Notes | 2017 Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issued | $ 60,000,000 | |||||
Number of existing investors | investor | 2 | |||||
Number of new investors | investor | 1 | |||||
Stated interest rate (percent) | 1.29% | |||||
Equity financing minimum for conversion of convertible promissory notes | $ 50,000,000 | |||||
Converted principal and interest | $ 60,000,000 | |||||
Convertible Promissory Notes | 2017 Convertible Promissory Notes | Series D Redeemable Convertible Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Shares issued upon conversion of debt (shares) | shares | 11,752,210 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Nov. 24, 2020 | Jun. 08, 2020 | Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2020 |
Loss Contingencies [Line Items] | |||||||||
General and administrative | $ 556 | $ 245 | $ 78 | ||||||
Indemnification liability | $ 0 | 0 | 0 | ||||||
Dasher Pay Model | General and administrative | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement paid | $ 3 | ||||||||
Loss contingency | 3 | ||||||||
Dasher California and Massachusetts Actions | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement | $ 41 | $ 89 | $ 40 | ||||||
Dasher and Caviar Delivery Providers Arbitration | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement | $ 70 | ||||||||
Escrow deposit | $ 69 | ||||||||
Dasher and Caviar Delivery Providers Arbitration, Additional Agreements | |||||||||
Loss Contingencies [Line Items] | |||||||||
Estimate of litigation settlement | 16 | ||||||||
Dasher Worker Misclassification Cases | |||||||||
Loss Contingencies [Line Items] | |||||||||
General and administrative | $ 83 | $ 68 | $ 11 |
Commitment and Contingencies -
Commitment and Contingencies - Noncancelable Purchase Commitments (Details) $ in Millions | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 119 |
2022 | 112 |
2023 | 104 |
2024 | 79 |
2025 | 2 |
Total future minimum payments | $ 416 |
Commitment and Contingencies _2
Commitment and Contingencies - Credit Agreements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||
Letters of credit outstanding | $ 30,000,000 | |||
Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing November 19, 2024 | ||||
Line of Credit Facility [Line Items] | ||||
Revolving credit facility, maximum borowing capacity | $ 300,000,000 | |||
Unused commitment fee (percent) | 0.10% | |||
Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing November 19, 2024 | Higher of Federal Funds Rate or Composite Overnight Bank Borrowing Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (percent) | 0.50% | |||
Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing November 19, 2024 | Adjusted One-month LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (percent) | 1.00% | |||
Revolving Credit Facility | Unsecured Revolving Credit Facility Maturing November 19, 2024 | Adjusted LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (percent) | 1.00% | |||
Revolving Credit Facility | Amended and Restated Revolving Credit and Guaranty Agreement Maturing August 7, 2025 | ||||
Line of Credit Facility [Line Items] | ||||
Letters of credit outstanding | $ 44,000,000 | |||
Revolving credit facility, maximum borowing capacity | $ 400,000,000 | |||
Incremental revolving loan commitments | $ 100,000,000 | |||
Drawn from the revolving credit facility | $ 0 | $ 0 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) - USD ($) | Dec. 09, 2020 | Dec. 08, 2020 | Jun. 30, 2020 | May 31, 2019 | Feb. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 14, 2019 | Feb. 22, 2019 | Dec. 31, 2017 |
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 0 | 235,860,000 | |||||||||
Shares Issued | 0 | 230,667,000 | |||||||||
Shares Outstanding | 0 | 230,667,000 | |||||||||
Aggregate Liquidation Preference | $ 0 | $ 2,197,000,000 | |||||||||
Carrying Value | 0 | 2,264,000,000 | |||||||||
Adjustments to additional paid in capital for deferral of sale of shares | $ 1,000,000 | ||||||||||
Change in fair value of forward contract liability | $ 0 | $ 67,000,000 | $ 0 | ||||||||
Forward Contracts | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Fair value of forward contract liability | $ 68,000,000 | $ 1,000,000 | |||||||||
Other Expense, Net | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Change in fair value of forward contract liability | $ 67,000,000 | ||||||||||
Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial publuc offering (shares) | 285,000,000 | 239,269,631 | |||||||||
Redeemable Convertible Preferred Stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 240,018,000 | ||||||||||
Shares Issued | 238,983,000 | 0 | |||||||||
Shares Outstanding | 238,983,000 | 0 | 230,667,000 | 191,316,000 | 75,550,000 | ||||||
Aggregate Liquidation Preference | $ 2,579,000,000 | ||||||||||
Carrying Value | $ 2,646,000,000 | $ 0 | $ 2,264,000,000 | $ 985,000,000 | $ 200,000,000 | ||||||
Series A-1 redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 13,330,000 | ||||||||||
Shares Issued | 13,330,000 | ||||||||||
Shares Outstanding | 13,330,000 | ||||||||||
Shares issued, price per share (in USD) | $ 0.15 | ||||||||||
Per Share Conversion Price | $ 0.15 | ||||||||||
Aggregate Liquidation Preference | $ 2,000,000 | ||||||||||
Carrying Value | $ 7,000,000 | ||||||||||
Series A redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 27,159,000 | ||||||||||
Shares Issued | 27,159,000 | ||||||||||
Shares Outstanding | 27,159,000 | ||||||||||
Shares issued, price per share (in USD) | $ 0.73 | ||||||||||
Per Share Conversion Price | $ 0.73 | ||||||||||
Aggregate Liquidation Preference | $ 20,000,000 | ||||||||||
Carrying Value | $ 20,000,000 | ||||||||||
Series B redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 7,925,000 | ||||||||||
Shares Issued | 7,925,000 | ||||||||||
Shares Outstanding | 7,925,000 | ||||||||||
Shares issued, price per share (in USD) | $ 5.68 | ||||||||||
Per Share Conversion Price | $ 5.48 | ||||||||||
Aggregate Liquidation Preference | $ 45,000,000 | ||||||||||
Carrying Value | $ 45,000,000 | ||||||||||
Series C redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 26,839,000 | ||||||||||
Shares Issued | 26,839,000 | ||||||||||
Shares Outstanding | 26,839,000 | ||||||||||
Shares issued, price per share (in USD) | $ 4.79 | ||||||||||
Per Share Conversion Price | $ 4.79 | ||||||||||
Aggregate Liquidation Preference | $ 128,000,000 | ||||||||||
Carrying Value | $ 128,000,000 | ||||||||||
Series D redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 98,008,000 | ||||||||||
Shares Issued | 98,008,000 | ||||||||||
Shares Outstanding | 98,008,000 | ||||||||||
Shares issued, price per share (in USD) | $ 5.50688 | $ 5.51 | |||||||||
Per Share Conversion Price | $ 5.51 | ||||||||||
Aggregate Liquidation Preference | $ 540,000,000 | ||||||||||
Carrying Value | $ 535,000,000 | ||||||||||
Shares issued via conversion of convertible promissory notes issued in 2017 (in USD) | $ 4.78778 | ||||||||||
Series E redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 18,055,000 | ||||||||||
Shares Issued | 18,055,000 | ||||||||||
Shares Outstanding | 18,055,000 | ||||||||||
Shares issued, price per share (in USD) | $ 13.85 | ||||||||||
Per Share Conversion Price | $ 13.85 | ||||||||||
Aggregate Liquidation Preference | $ 250,000,000 | ||||||||||
Carrying Value | $ 250,000,000 | ||||||||||
Series F redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 18,186,000 | ||||||||||
Shares Issued | 18,186,000 | ||||||||||
Shares Outstanding | 18,186,000 | ||||||||||
Shares issued, price per share (in USD) | $ 22.48 | ||||||||||
Per Share Conversion Price | $ 22.48 | ||||||||||
Aggregate Liquidation Preference | $ 409,000,000 | ||||||||||
Carrying Value | $ 476,000,000 | ||||||||||
Number of preferred shares issued in subsequent transaction (in shares) | 4,449,370 | 13,736,615 | |||||||||
Sale of stock, price per share (in USD) | $ 22.4751 | ||||||||||
Gross proceeds from sale of shares | $ 382,000,000 | $ 309,000,000 | |||||||||
Series F redeemable convertible preferred stock | Forward Contracts | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Fair value of forward contract liability | $ 68,000,000 | $ 1,000,000 | |||||||||
Series F redeemable convertible preferred stock | Investor | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Number of preferred shares issued in subsequent transaction (in shares) | 4,449,370 | ||||||||||
Gross proceeds from sale of shares | $ 100,000,000 | ||||||||||
Series G redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 21,165,000 | ||||||||||
Shares Issued | 21,165,000 | ||||||||||
Shares Outstanding | 21,165,000 | ||||||||||
Shares issued, price per share (in USD) | $ 37.94 | ||||||||||
Per Share Conversion Price | $ 37.94 | ||||||||||
Aggregate Liquidation Preference | $ 803,000,000 | ||||||||||
Carrying Value | $ 803,000,000 | ||||||||||
Series H redeemable convertible preferred stock | |||||||||||
Redeemable Convertible Preferred Stock [Abstract] | |||||||||||
Shares Authorized | 9,351,000 | ||||||||||
Shares Issued | 8,316,000 | ||||||||||
Shares Outstanding | 8,316,000 | ||||||||||
Shares issued, price per share (in USD) | $ 45.91 | ||||||||||
Per Share Conversion Price | $ 45.91 | ||||||||||
Aggregate Liquidation Preference | $ 382,000,000 | ||||||||||
Carrying Value | $ 382,000,000 | ||||||||||
Number of preferred shares issued in subsequent transaction (in shares) | 8,321,395 | ||||||||||
Sale of stock, price per share (in USD) | $ 45.9062 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Forward Contract Liability (Details) $ / shares in Units, $ in Millions | May 14, 2019USD ($)forwardContractPerShare$ / shares | Feb. 22, 2019USD ($)forwardContractPerShare$ / shares | May 31, 2019USD ($)shares | Feb. 28, 2019USD ($)shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||||
Preferred stock, issued (shares) | 0 | ||||
Preferred stock, outstanding (shares) | 0 | ||||
Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Fair value of forward contract liability | $ | $ 68 | $ 1 | |||
Series F redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Current forward price per share (in USD per share) | $ / shares | $ 37.76 | $ 22.48 | |||
Contractual forward price per share (in USD per share) | $ / shares | $ 22.48 | $ 22.48 | |||
Number of preferred shares issued in subsequent transaction (in shares) | 4,449,370 | 13,736,615 | |||
Series F redeemable convertible preferred stock | Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Fair value of forward contract liability | $ | $ 68 | $ 1 | |||
Series F redeemable convertible preferred stock | Contract Value | Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Derivative liability, measurement input | forwardContractPerShare | 15.28 | 0.13 | |||
Series F redeemable convertible preferred stock | Risk-Free Interest Rate | Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Derivative liability, measurement input | 0.0241 | 0.0246 | |||
Series F redeemable convertible preferred stock | Expected Term | Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Expected years until subsequent closing | 0 years | 2 months 23 days | |||
Series F redeemable convertible preferred stock | Present Value | Forward Contracts | |||||
Class of Stock [Line Items] | |||||
Derivative liability, measurement input | forwardContractPerShare | 22.48 | 22.35 |
Common Stock - Reserved for Fut
Common Stock - Reserved for Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 107,450 | 293,602 |
Conversion of outstanding redeemable convertible preferred stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 0 | 230,953 |
Stock options issued and outstanding under the 2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 33,802 | 36,247 |
RSUs outstanding under the 2014 and 2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 34,939 | 15,924 |
Remaining shares available for future issuance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 32,210 | 10,478 |
Shares available for issuance under the 2020 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance on an as-converted basis (in shares) | 6,499 | 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ in Millions | Jan. 01, 2021shares | Dec. 09, 2020USD ($) | Dec. 08, 2020day | Nov. 30, 2020 | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 322 | $ 18 | $ 24 | ||||
Options granted (in shares) | shares | 0 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Unrecognized stock-based compensation expense related to unvested stock options | $ 20 | ||||||
Unrecognized stock-based compensation expense related to unvested stock options, remaining period for recognition | 1 year 3 months 21 days | ||||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Stock-based compensation expense | $ 279 | ||||||
Unrecognized stock-based compensation expense related to unvested stock options | $ 710 | ||||||
Unrecognized stock-based compensation expense related to unvested stock options, remaining period for recognition | 2 years 10 months 28 days | ||||||
RSUs | Service-based Vesting Condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | 4 years | |||||
2014 Stock Option Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Option grant price as percent of fair value of stock price (not less than) | 100.00% | ||||||
Award vesting period | 4 years | ||||||
2014 Stock Option Plan | Incentive Stock Option Grant to a Greater than 10% Stockholder | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option term | 5 years | ||||||
Option grant price as percent of fair value of stock price (not less than) | 110.00% | ||||||
2020 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of business days prior to effective date of registration statement that the 2020 Plan became effective | day | 1 | ||||||
2020 Equity Incentive Plan | Class A Common Stock | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized (in shares) | shares | 32,493,000 | ||||||
Percent of outstanding shares | 5.00% | ||||||
2020 Equity Incentive Plan | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option term | 10 years | ||||||
Option grant price as percent of fair value of stock price (not less than) | 100.00% | ||||||
Award vesting period | 4 years | ||||||
2020 Equity Incentive Plan | Incentive Stock Option Grant to a Greater than 10% Stockholder | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Option term | 5 years | ||||||
Option grant price as percent of fair value of stock price (not less than) | 110.00% |
Common Stock - Shares Available
Common Stock - Shares Available for Grant (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options forfeited (in shares) | 254 |
Shares withheld related to net share settlement (shares) | 65 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock units granted (in shares) | (20,126) |
Forfeited (in shares) | 1,046 |
2014 and 2020 Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Grant, beginning balance (in shares) | 10,478 |
Shares authorized (in shares) | 40,493 |
Options forfeited (in shares) | 254 |
Shares Available for Grant, ending balance (in shares) | 32,210 |
2014 and 2020 Plans | RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock units granted (in shares) | (20,126) |
Forfeited (in shares) | 1,046 |
Common Stock - CEO Performance
Common Stock - CEO Performance Awards (Details) $ / shares in Units, $ in Millions | Dec. 09, 2020USD ($) | Nov. 30, 2020USD ($)trancheemployee$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ | $ 322 | $ 18 | $ 24 | ||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants (in shares) | shares | 10,379,000 | ||||
Award vesting period | 18 months | ||||
Award contractual term | 7 years | ||||
Number of vesting tranches | tranche | 9 | ||||
Number of consecutive trading days included in stock target price measurement period | employee | 180 | ||||
Grants (in dollars per share) | $ 39.8275 | ||||
Stock compensation expense to be recognized over the derived service period of each tranche | $ | 401 | ||||
Stock-based compensation expense | $ | $ 12 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 1 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 187.60 | ||||
Number of RSUs eligible to vest (in shares) | shares | 518,950 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 2 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 226.80 | ||||
Number of RSUs eligible to vest (in shares) | shares | 518,950 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 3 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 265.80 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,037,900 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 4 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 305 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,037,900 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 5 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 344 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,037,900 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 6 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 383 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,556,850 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 7 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 422.20 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,556,850 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 8 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 461.20 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,556,850 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Tranche 9 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 501 | ||||
Number of RSUs eligible to vest (in shares) | shares | 1,556,850 | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 187.60 | ||||
Derived service period of award | 2 years 6 months 10 days | ||||
CEO Performance Award | 2014 Equity Incentive Plan | Chief Executive Officer | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company stock price target (in dollars per share) | $ 501 | ||||
Derived service period of award | 4 years 5 months 1 day | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants (in shares) | shares | 20,126,000 | ||||
Award vesting period | 4 years | ||||
Number of RSUs eligible to vest (in shares) | shares | 28,366,000 | 15,924,000 | |||
Grants (in dollars per share) | $ 56.27 | $ 27.31 | $ 7.86 | ||
Stock compensation expense to be recognized over the derived service period of each tranche | $ | $ 710 | ||||
Stock-based compensation expense | $ | $ 279 | ||||
Unrecognized stock-based compensation, remaining period for recognition | 2 years 10 months 28 days | ||||
RSUs | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate grant date fair value | $ | $ 413 |
Common Stock - Options Outstand
Common Stock - Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares subject to options outstanding, beginning balance (in shares) | 36,247,000 | ||
Options granted (in shares) | 0 | ||
Options exercised (in shares) | (2,191,000) | ||
Options forfeited (in shares) | (254,000) | ||
Shares subject to options outstanding, ending balance (in shares) | 33,802,000 | 36,247,000 | |
Exercisable (in shares) | 28,291,000 | ||
Vested and expected to vest (in shares) | 33,802,000 | ||
Weighted Average Exercise Price [Abstract] | |||
Shares subject to options outstanding, weighted-average exercise price (in dollars per share) | $ 2.42 | $ 2.38 | |
Options granted (in dollars per share) | 0 | ||
Options exercised (in dollars per share) | 1.90 | ||
Options forfeited (in dollars per share) | 1.94 | ||
Exercisable (in dollars per share) | 1.95 | ||
Vested and expected to vest (in dollars per share) | $ 2.42 | ||
Options outstanding, weighted-average remaining contractual term (in years) | 5 years 11 months 1 day | 6 years 11 months 1 day | |
Exercisable, weighted-average remaining contractual term (in years) | 5 years 7 months 9 days | ||
Vested and expected to vest, weighted-average remaining contractual term (in years) | 5 years 11 months 1 day | ||
Options outstanding, aggregate instrinsic value | $ 4,744 | $ 1,070 | |
Options exercised, aggregate intrinsic value | 129 | $ 47 | $ 24 |
Exercisable, aggregate intrinsic value | 3,983 | ||
Vested and expected to vest, aggregate intrinsic value | $ 4,744 | ||
Options granted, weighted-average grant date fair value (in dollars per share) | $ 0 | $ 11.78 | $ 2.74 |
Unvested shares related to early option exercises (in shares) | 0 | 0 |
Common Stock - Restricted Stock
Common Stock - Restricted Stock unit Activity (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Unvested units, beginning balance (in shares) | 15,924 | ||
Grants (in shares) | 20,126 | ||
Vested (in shares) | (6,573) | 0 | 0 |
Vested and settled (in shares) | (65) | ||
Restricted stock units forfeited (in shares) | (1,046) | ||
Unvested units, ending balance (in shares) | 28,366 | 15,924 | |
Weighted Average Grant Date Fair Value [Abstract] | |||
Grants (in dollars per share) | $ 56.27 | $ 27.31 | $ 7.86 |
Vested (in dollars per share) | 17.40 | ||
Vested and settled (in dollars per share) | 10.68 | ||
Forfeited (in dollars per share) | $ 29.14 | ||
Aggregate instrinsic value | $ 4,049 | $ 508 |
Common Stock - Assumptions Used
Common Stock - Assumptions Used to Estimate Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 53.73% | 54.10% | |
Expected volatility, maximum | 53.85% | 57.64% | |
Risk-free rate, minimum | 2.35% | 2.49% | |
Risk-free rate, maximum | 2.36% | 3.08% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 10 months 28 days | 5 years | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 10 days | 6 years 1 month 6 days |
Common Stock - Stock-based Comp
Common Stock - Stock-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 322 | $ 18 | $ 24 |
Cost of revenue, exclusive of depreciation and amortization | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 31 | 2 | 3 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 37 | 2 | 3 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 171 | 8 | 11 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 83 | $ 6 | $ 7 |
Common Stock - Employee Stock P
Common Stock - Employee Stock Purchase Plan (Details) | Jan. 01, 2021shares | Dec. 31, 2020purchasePeriodshares | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for sales under the ESPP (in shares) | 107,450,000 | 293,602,000 | |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of open purchase periods under the ESPP | purchasePeriod | 0 | ||
2020 Employee Stock Purchase Plan | Class A Common Stock | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for sales under the ESPP (in shares) | 6,498,600 | ||
2020 Employee Stock Purchase Plan | Subsequent Event | Class A Common Stock | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares authorized (in shares) | 6,498,600 | ||
Percent of outstanding shares | 1.50% |
Tender Offer and Stock Repurc_2
Tender Offer and Stock Repurchases (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)employeeshares | |
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock | $ 60,000,000 | ||
Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock (shares) | shares | 7,208,000 | ||
Redeemable Convertible Preferred Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock | $ 3,000,000 | ||
September 2018 Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 100,000,000 | ||
Repurchase and retirement of stock | $ 62,000,000 | ||
September 2018 Repurchase Program | Common Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, price per share (USD per share) | $ / shares | $ 8.40 | ||
Repurchase and retirement of stock (shares) | shares | 7,014,335 | ||
Purchase price of shares in excess of fair value | $ 9,000,000 | ||
September 2018 Repurchase Program | Redeemable Convertible Preferred Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program, price per share (USD per share) | $ / shares | $ 9.60 | ||
September 2018 Repurchase Program | Series A Redeemable Convertible Preferred Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock (shares) | shares | 189,685 | ||
Purchase price of shares in excess of carrying value | $ 3,000,000 | ||
September 2018 Repurchase Program | Series A-1 Redeemable Convertible Preferred Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock (shares) | shares | 107,600 | ||
Separation Arrangement | |||
Equity, Class of Treasury Stock [Line Items] | |||
Repurchase and retirement of stock (shares) | shares | 193,775 | ||
Number of employees included in stock repurchase arrangement | employee | 2 |
Income Taxes - Components of Co
Income Taxes - Components of Consolidated Income (Loss) before Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (463) | $ (666) | $ (204) |
Foreign | 5 | 0 | 0 |
Loss before income taxes | (458) | (666) | (204) |
Provision for income taxes | $ 3 | $ 1 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal tax (benefit) at statutory rate | 21.00% | 21.00% | 21.00% |
State tax (benefit) at statutory rate, net of federal benefit | 3.00% | 4.00% | 4.00% |
Change in valuation allowance | (21.00%) | (23.00%) | (25.00%) |
Stock-based compensation | (2.00%) | 0.00% | (1.00%) |
Research and development credits | 3.00% | 1.00% | 1.00% |
Change in fair value of forward contract liability | 0.00% | (3.00%) | 0.00% |
Non-deductible expenses | (3.00%) | 0.00% | 0.00% |
Non-deductible interest expense | 2.00% | 0.00% | 0.00% |
Provision for income taxes | (1.00%) | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Income Tax [Line Items] | ||
Deferred tax liabilities for foreign withholding taxes | $ 0 | |
Deferred tax assets | ||
Accruals and reserves | 95 | $ 44 |
Stock-based compensation | 72 | 5 |
Tax credits carryforward | 23 | 12 |
Operating leases | 64 | 46 |
Net operating losses carryforward | 180 | 200 |
Total gross deferred tax assets | 434 | 307 |
Less: Valuation allowance | (357) | (260) |
Total deferred tax assets net of valuation allowance | 77 | 47 |
Deferred tax liabilities | ||
Property and equipment and intangible assets | (19) | 0 |
ROU assets | (51) | (42) |
Deferred contract costs | (10) | (5) |
Total gross deferred tax liabilities | (80) | (47) |
Other Liabilities | ||
Deferred tax liabilities | ||
Net deferred tax liabilities | $ (3) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Increase in valuation allowance | $ 97 | $ 154 |
Federal net operating loss carryforward | 689 | |
State net operating loss carryforward | 547 | |
Federal net operating loss carryforward not subject to expiration | 629 | |
California | Research and Development Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 12 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward, limitation, as percent of net income | 80.00% | |
Federal | Research and Development Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 19 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits that, if recognized, would result in adjustments to the valuation allowance | $ 7 | $ 7 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at beginning of year | 7 | 3 | $ 1 |
Increases related to current year tax positions | 3 | 4 | 2 |
Decreases related to prior year tax positions | (3) | 0 | 0 |
Unrecognized tax benefits at end of year | 7 | 7 | 3 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Net loss | $ (461) | $ (667) | $ (204) |
Less: Premium paid on repurchase of redeemable convertible preferred stock | 0 | 0 | (3) |
Less: Deemed dividend to preferred stockholders | 0 | (1) | 0 |
Net loss attributable to common stockholders | $ (461) | $ (668) | $ (207) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 62,390 | 43,252 | 44,305 |
Net loss per share attributabe to common stockholders, basic and diluted ($ per share) | $ (7.39) | $ (15.44) | $ (4.67) |
Common Stock | |||
Class of Stock [Line Items] | |||
Net loss | $ (667) | $ (204) | |
Less: Premium paid on repurchase of redeemable convertible preferred stock | 0 | (3) | |
Less: Deemed dividend to preferred stockholders | (1) | 0 | |
Net loss attributable to common stockholders | $ (668) | $ (207) | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 43,252 | 44,305 | |
Net loss per share attributabe to common stockholders, basic and diluted ($ per share) | $ (15.44) | $ (4.67) | |
Common Stock | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Net loss | $ (446) | ||
Less: Premium paid on repurchase of redeemable convertible preferred stock | 0 | ||
Less: Deemed dividend to preferred stockholders | 0 | ||
Net loss attributable to common stockholders | $ (446) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 60,422 | ||
Net loss per share attributabe to common stockholders, basic and diluted ($ per share) | $ (7.39) | ||
Common Stock | Class B Common Stock | |||
Class of Stock [Line Items] | |||
Net loss | $ (15) | ||
Less: Premium paid on repurchase of redeemable convertible preferred stock | 0 | ||
Less: Deemed dividend to preferred stockholders | 0 | ||
Net loss attributable to common stockholders | $ (15) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 1,968 | ||
Net loss per share attributabe to common stockholders, basic and diluted ($ per share) | $ (7.39) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 54,384 | 283,124 | 236,883 |
Redeemable convertible preferred stock (on an as-converted basis) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 0 | 230,953 | 191,602 |
Stock options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 33,802 | 36,247 | 39,191 |
Unvested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 17,987 | 15,924 | 6,065 |
Common stock subject to repurchase | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 0 | 0 | 25 |
Convertible promissory notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential dilutive securities (shares) | 2,595 | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 1 Months Ended |
Feb. 28, 2021USD ($) | |
Subsequent Event | Convertible Promissory Notes | 2020 Convertible Promissory Notes | |
Subsequent Event [Line Items] | |
Outstanding principal and accrued interest repaid | $ 375 |