Document and Entity Information
Document and Entity Information - USD ($) shares in Millions, $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ContextLogic Inc. | ||
Entity Central Index Key | 0001822250 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 5.6 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | ||
Trading Symbol | WISH | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-39775 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-2930953 | ||
Entity Address, Address Line One | One Sansome Street 33rd Floor | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94104 | ||
City Area Code | 415 | ||
Local Phone Number | 432-7323 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Francisco, California | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the registrant’s 2022 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2021. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 594 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 66 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,009 | $ 1,965 |
Marketable securities | 150 | 164 |
Funds receivable | 17 | 83 |
Prepaid expenses and other current assets | 48 | 102 |
Total current assets | 1,224 | 2,314 |
Property and equipment, net | 17 | 25 |
Right-of-use assets | 18 | 43 |
Marketable securities | 17 | 4 |
Other assets | 7 | 11 |
Total assets | 1,283 | 2,397 |
Current liabilities: | ||
Accounts payable | 67 | 434 |
Merchants payable | 185 | 454 |
Refunds liability | 23 | 77 |
Accrued liabilities | 174 | 367 |
Total current liabilities | 449 | 1,332 |
Lease liabilities, non-current | 16 | 38 |
Total liabilities | 465 | 1,370 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value: 100 shares authorized as of December 31, 2021 and 2020; No shares issued and outstanding as of December 31, 2021 and 2020 | ||
Additional paid-in capital | 3,360 | 3,210 |
Accumulated other comprehensive income | 3 | 1 |
Accumulated deficit | (2,545) | (2,184) |
Total stockholders’ equity | 818 | 1,027 |
Total liabilities and stockholders’ equity | $ 1,283 | $ 2,397 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued | 658,000,000 | 587,000,000 |
Common stock, shares outstanding | 658,000,000 | 587,000,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 593,000,000 | 478,000,000 |
Common stock, shares outstanding | 593,000,000 | 478,000,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 65,000,000 | 109,000,000 |
Common stock, shares outstanding | 65,000,000 | 109,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 2,085 | $ 2,541 | $ 1,901 |
Cost of revenue | 977 | 947 | 443 |
Gross profit | 1,108 | 1,594 | 1,458 |
Operating expenses: | |||
Sales and marketing | 1,102 | 1,708 | 1,463 |
Product development | 208 | 222 | 74 |
General and administrative | 165 | 295 | 65 |
Total operating expenses | 1,475 | 2,225 | 1,602 |
Loss from operations | (367) | (631) | (144) |
Other income (expense), net: | |||
Interest and other income (expense), net | 16 | (2) | 19 |
Remeasurement of redeemable convertible preferred stock warrant liability | (110) | (3) | |
Loss before provision for income taxes | (351) | (743) | (128) |
Provision for income taxes | 10 | 2 | 1 |
Net loss | (361) | (745) | (129) |
Deemed dividend to redeemable convertible preferred stockholders | (7) | ||
Net loss attributable to common stockholders | $ (361) | $ (745) | $ (136) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.57) | $ (5.87) | $ (1.31) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 629 | 127 | 104 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (361) | $ (745) | $ (129) |
Other comprehensive income: | |||
Net unrealized holding gains on derivatives | 2 | ||
Foreign currency translation adjustment | 2 | (1) | |
Other comprehensive income | 2 | 1 | |
Comprehensive loss | $ (359) | $ (744) | $ (129) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Millions, $ in Millions | Total | IPO | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockIPO | Common Stock | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ (1,287) | $ (1,287) | ||||||||
Temporary Equity, Beginning balance, Shares at Dec. 31, 2018 | 413 | |||||||||
Temporary Equity, Beginning balance at Dec. 31, 2018 | $ 1,376 | |||||||||
Beginning balance, Shares at Dec. 31, 2018 | 104 | |||||||||
Issuance of Series H redeemable convertible preferred stock for cash, at $16.9573 per share, net of issuance costs | $ 160 | |||||||||
Issuance of Series H redeemable convertible preferred stock for cash, at $16.9573 per share, net of issuance costs,Shares | 10 | |||||||||
Repurchase of Series A redeemable convertible preferred stock | (7) | $ (3) | (4) | |||||||
Temporary Equity, Repurchase of Series A redeemable convertible preferred stock, Shares | (1) | |||||||||
Issuance of common stock for services | 3 | 3 | ||||||||
Issuance of common stock upon exercise of options for cash, Shares | 1 | |||||||||
Repurchase of common stock | (21) | (2) | (19) | |||||||
Repurchase of common stock, Shares | (2) | |||||||||
Stock-based compensation | 2 | 2 | ||||||||
Net loss | (129) | (129) | ||||||||
Ending balance at Dec. 31, 2019 | (1,439) | (1,439) | ||||||||
Temporary Equity, Ending balance, Shares at Dec. 31, 2019 | 422 | |||||||||
Temporary Equity, Ending balance at Dec. 31, 2019 | $ 1,536 | |||||||||
Ending balance, Shares at Dec. 31, 2019 | 103 | |||||||||
Conversion of redeemable convertible preferred stock into common stock upon IPO | $ 1,536 | $ 1,536 | ||||||||
Temporary equity, Conversion of redeemable convertible preferred stock into common stock upon IPO, Shares | (422) | |||||||||
Temporary equity, Conversion of redeemable convertible preferred stock into common stock upon IPO | $ (1,536) | |||||||||
Conversion of redeemable convertible preferred stock into common stock upon IPO, Shares | 422 | |||||||||
Issuance of common stock upon IPO, net of issuance costs | $ 1,046 | $ 1,046 | ||||||||
Issuance of common stock upon IPO, net of issuance costs, Shares | 46 | |||||||||
Issuance of common stock upon exercise of redeemable convertible preferred stock warrant | 237 | 237 | ||||||||
Issuance of common stock upon exercise of redeemable convertible preferred stock warrant, Shares | 10 | |||||||||
Issuance of additional common stock in connection with the conversion of Series H redeemable convertible preferred stock, Shares | 1 | |||||||||
Issuance of common stock upon exercise of options for cash | 2 | 2 | ||||||||
Issuance of common stock upon exercise of options for cash, Shares | 5 | |||||||||
Repurchase of common stock | (1) | (1) | ||||||||
Stock-based compensation | 390 | 390 | ||||||||
Other comprehensive income, net | 1 | $ 1 | ||||||||
Net loss | (745) | (745) | ||||||||
Ending balance at Dec. 31, 2020 | $ 1,027 | 3,210 | 1 | (2,184) | ||||||
Ending balance, Shares at Dec. 31, 2020 | 587 | 587 | ||||||||
Issuance of common stock upon exercise of options for cash | $ 6 | 6 | ||||||||
Issuance of common stock upon exercise of options for cash, Shares | 29 | 29 | ||||||||
Issuance of common stock upon settlement of restricted stock units | $ (5) | (5) | ||||||||
Issuance of common stock upon settlement of restricted stock units, Shares | 40 | |||||||||
Net exercise of common stock warrant, Shares | 1 | |||||||||
Issuance of common stock through ESPP | 7 | 7 | ||||||||
Issuance of common stock through ESPP, Shares | 1 | |||||||||
Stock-based compensation | 142 | 142 | ||||||||
Other comprehensive income, net | 2 | 2 | ||||||||
Net loss | (361) | (361) | ||||||||
Ending balance at Dec. 31, 2021 | $ 818 | $ 3,360 | $ 3 | $ (2,545) | ||||||
Ending balance, Shares at Dec. 31, 2021 | 658 | 658 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Redeemable Convertible Preferred Stock | |
Series H redeemable convertible preferred stock price per share | $ 16.9573 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (361) | $ (745) | $ (129) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Noncash inventory write downs | 13 | ||
Depreciation and amortization | 9 | 12 | 10 |
Noncash lease expense | 11 | 10 | 9 |
Stock-based compensation expense | 141 | 390 | 2 |
Remeasurement of redeemable convertible preferred stock warrant liability | 110 | 3 | |
Other | 4 | (2) | (3) |
Changes in operating assets and liabilities: | |||
Funds receivable | 66 | 12 | (2) |
Prepaid expenses, other current and noncurrent assets | 54 | (2) | (65) |
Accounts payable | (367) | 263 | 40 |
Merchants payable | (269) | (166) | (33) |
Accrued and refund liabilities | (213) | 115 | 94 |
Lease liabilities | (11) | (10) | (10) |
Other current and noncurrent liabilities | (28) | 13 | 24 |
Net cash used in operating activities | (951) | (60) | |
Cash flows from investing activities: | |||
Purchases of property and equipment and development of internal-use software | (2) | (2) | (11) |
Purchases of marketable securities | (299) | (266) | (485) |
Sales of marketable securities | 50 | 53 | |
Maturities of marketable securities | 248 | 433 | 403 |
Net cash provided by (used in) investing activities | (3) | 165 | (40) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock through employee equity incentive plans | 13 | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 1,052 | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 160 | ||
Payments to repurchase common and redeemable convertible preferred stock | (1) | (28) | |
Payments of taxes related to RSU settlement | (5) | ||
Payment of deferred offering costs and other financing activities | (1) | (5) | |
Net cash provided by financing activities | 7 | 1,046 | 132 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (947) | 1,211 | 32 |
Cash, cash equivalents and restricted cash at beginning of period | 1,965 | 754 | 722 |
Cash, cash equivalents and restricted cash at end of period | 1,018 | 1,965 | 754 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: | |||
Cash and cash equivalents | 1,009 | 1,965 | 744 |
Restricted cash included within prepaid expenses and other current assets in the consolidated balance sheets | 9 | 10 | |
Cash, cash equivalents and restricted cash at end of period | 1,018 | 1,965 | 754 |
Supplemental cash flow disclosures: | |||
Cash paid for income taxes, net of refunds | 10 | 1 | |
Supplemental noncash investing activities: | |||
Stock-based compensation capitalized in development of internal-use software | $ 1 | ||
Conversion of redeemable convertible preferred stock to common stock | 1,536 | ||
Reclassification of redeemable convertible preferred stock warrant liability to additional paid-in capital | 237 | ||
Offering costs included in accounts payable | $ 1 | ||
Issuance of common stock for services | $ 3 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | 1. description OF BUSINESS ContextLogic Inc. (“Wish” or the “Company”) is a mobile ecommerce company that provides a shopping experience that is mobile-first and discovery-based, which connects merchants’ products to users based on user preferences. The Company generates revenue from marketplace and logistics services provided to merchants. The Company was incorporated in the state of Delaware in June 2010 Initial Public Offering In December 2020, the Company completed its initial public offering (“IPO”) of Class A common stock, in which it sold 46 million shares. The shares were sold at an IPO price of $24 per share for net proceeds of approximately $1.1 billion, after deducting Stock Split On December 4, 2020, the Company effected a 10-for-1 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates form the basis for judgments the Company makes about the carrying values of its assets and liabilities that are not readily apparent from other sources. These estimates include, but are not limited to, fair value of financial instruments, useful lives of long-lived assets, fair value of common stock prior to IPO, fair value of derivative instruments, fair value of redeemable convertible preferred stock and related redeemable convertible preferred stock warrant and equity awards and other equity issuances prior to IPO, incremental borrowing rate applied to lease accounting, contingent liabilities, allowances for refunds and chargebacks and uncertain tax positions. As of December 31, 2021, the effects of the ongoing COVID-19 pandemic on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. Segments The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its financials as a single reporting segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Revenue Recognition The Company generates revenue from marketplace and logistics services provided to its customers. Revenue is recognized as the Company transfers control of promised goods or services to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers both the merchant and the user to be customers. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk and has latitude in establishing pricing and selecting suppliers, among other factors. Based on these factors, marketplace revenue is generally recognized on a net basis and logistics revenue is generally recognized on a gross basis. Revenue excludes any amounts collected on behalf of third parties, including indirect taxes. The following table shows the disaggregated revenue for the applicable periods: Year Ended December 31, 2021 2020 2019 (in millions) Core marketplace revenue $ 1,177 $ 1,827 $ 1,473 ProductBoost revenue 165 200 291 Marketplace revenue 1,342 2,027 1,764 Logistics revenue 743 514 137 Revenue $ 2,085 $ 2,541 $ 1,901 Refer to Note 11 – Geographic Information for the disaggregated revenue by geographical location. Marketplace Revenue The Company provides a mix of marketplace services to its customers. The Company provides merchants access to its marketplace where merchants display and sell their products to users. The Company also provides ProductBoost services to help merchants promote their products within the Company’s marketplace. Marketplace revenue includes commission fees collected in connection with user purchases of the merchants’ products. The commission fees vary depending on factors such as user location, demand, product type, and dynamic pricing. The Company recognizes revenue when a user’s order is processed and the related order information has been made available to the merchant. Commission fees are recognized net of estimated refunds and chargebacks. Marketplace revenue also includes ProductBoost revenue for displaying a merchant’s selected products in preferential locations within the Company’s marketplace. The Company recognizes revenue when the merchants’ selected products are displayed. The Company refers to its marketplace revenue, excluding ProductBoost revenue, as its core marketplace revenue. Logistics Revenue The Company’s logistics offering for merchants is designed for direct end-to-end single order shipment from a merchant’s location to the user. Logistics services include transportation and delivery of the merchant’s products to the user. Merchants are required to prepay for logistics services on a per order basis. The Company recognizes revenue over time as the merchant simultaneously receives and consumes the logistics services benefit as the logistics services are performed. The Company uses an output method of progress based on days in transit as it best depicts the Company’s progress toward complete satisfaction of the performance obligation. Deferred Revenue Deferred revenue consists of amounts received primarily related to unsatisfied performance obligations of logistics services and marketplace services for shipments in-transit at the end of the period where the Company is the principal. The deferred revenue balances as of December 31, 2021 and 2020 are disclosed in Note 4. Due to the short-term duration of contracts, all of the performance obligations will be satisfied in the following reporting period. Refunds and Chargebacks Refunds and chargebacks are associated with marketplace revenue. Returns are not material to the Company’s business. Estimated refunds and chargebacks are recognized on the consolidated balance sheets as refunds liability. The merchant’s share of the refunds is recognized as a reduction to the amount due to merchants. The revenue recognized on transactions subject to refunds and chargebacks is reversed. The Company estimates future refunds and chargebacks using a model that incorporates historical experience and considering recent business trends and market activity. Incentive Discount Offers The Company provides incentive discount offers to its users to encourage purchases of products through its marketplace. Such offers include current discount offers of a certain percentage off current purchases and inducement offers, such as set percentage offers off future purchases subject to a minimum current purchase. The Company generally records the related discounts taken as a reduction of revenue when the offer is redeemed. The Company also offers free products to encourage users to make purchases on its marketplace. The resulting discount is recognized as a reduction of revenue when the offer for free product is redeemed. Wish Cash Liability The Company issues Wish Cash to end-users who opt to receive it for their refundable transactions. The Company also offers Wish Cash as part of its various referral and incentive programs. The Company accrues a liability for issued Wish Cash which is reduced when Wish Cash is redeemed by its users. Based on historical experience, the Company analyzes the Wish Cash liability considering usage patterns to determine the probability of redemption. While the Company will continue to honor all Wish Cash presented for payment, management may determine the likelihood of redemption to be remote for Wish Cash balances due to, among other things, long periods of inactivity. In these circumstances, to the extent management determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash balances not expected to be redeemed are recognized in Core Marketplace revenue . Cost of Revenue Cost of revenue includes colocation and data center charges, interchange and other fees for payment processing services, fraud and chargeback prevention service charges, costs of refunds and chargebacks made to users that the Company is not able to collect from merchants, depreciation and amortization of property and equipment, shipping charges, tracking costs, warehouse fees, and employee-related costs, including salaries, benefits, and stock-based compensation expense, for the Company’s infrastructure, merchant support and logistics personnel. Cost of revenue also includes an allocation of general IT and facilities overhead expenses. Advertising Expense Advertising expenses are included in sales and marketing expenses within the consolidated statements of operations and are expensed as incurred. Advertising expenses were $1.0 billion, $1.6 billion and $1.4 billion for the years ended 2021, 2020 and 2019, respectively. Software Development Costs The Company capitalizes costs to develop its mobile application and website 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 during the preliminary planning and evaluation stage of the project and during the post implementation operational stage, including maintenance, are expensed as incurred. 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. Due to the iterative process by which the Company performs upgrades and the relatively short duration of its development projects, development costs meeting capitalization criteria generally are not material. If internal-use software development costs are material, they are capitalized and included in property and equipment, net within the consolidated balance sheets. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, cash and cash equivalents consisted of cash deposited with banks and money market funds for which their cost approximates their fair value. The Company held 83% and 92% of its cash and cash equivalents in the United States as of December 31, 2021 and 2020, respectively. Restricted cash as of December 31, 2021 represents amounts held in collateral and cash accounts in a foundation entity dedicated to safeguarding funds of payment service users consisting of European Economic Area merchants, ensuring the funds remain separate from the Company’s own funds. These funds are included within prepaid expenses and other current assets in the consolidated balance sheets. Marketable Securities Marketable securities consist of short-term and long-term debt securities classified as available-for-sale and have original maturities greater than 90 days. Marketable securities are carried at fair value based upon quoted market prices or pricing models for similar securities. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are not material. Realized gains or losses on the sale of all such securities are reported in interest and other income (expense), net, and computed using the specific identification method. For declines in fair market value below the cost of an individual marketable security, the Company assesses whether the decline in value is other than temporary based on the length of time the fair market value has been below cost, the severity of the decline and the Company’s intent and ability to hold or sell the investment. If an investment is impaired, the Company writes it down through earnings to its recoverable value and establishes that as a new cost basis for the investment. Funds Receivable The Company uses several third-party Payment Service Providers (“PSPs”) to process user transactions on its marketplace. Transactions on the Company’s marketplace are mainly credit and debit card-based transactions that convert to cash on a regular basis and are net settled against refunds and chargebacks, with little default risk. Funds receivable represents the amounts expected to be received from PSPs for purchases on the Company’s marketplace and is recognized net of processing fees. Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, funds receivable and marketable securities. The Company’s cash and cash equivalents are held on deposit with creditworthy institutions. Although the Company’s deposits exceed federally insured limits, the Company has not experienced any losses in such accounts. The Company invests its excess cash in money market accounts, U.S. Treasury notes, U.S. Treasury bills, commercial paper, corporate bonds, and non-U.S. government securities. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities for the amounts reflected on the consolidated balance sheets. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company maintains certain bank accounts in China. The Company manages the counterparty risk associated with these funds through diversification with major financial institutions and monitors the concentration of this credit risk on a monthly basis. The total cash balance in these accounts represented approximately 15% and 7% of the Company’s total cash and cash equivalents as of December 31, 2021 and 2020, respectively The Company's derivative financial instruments expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company seeks to mitigate such risk by limiting its counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on a monthly basis. The Company is not required to pledge, nor is it entitled to receive, collateral related to its foreign exchange derivative transactions. The Company is exposed to credit risk in the event of a default by its PSPs. The Company does not generate revenue from PSPs. Significant changes in the Company’s relationship with its PSPs could adversely affect users’ ability to process transactions on the Company’s marketplaces, thereby impacting the Company’s operating results. The following PSPs each represented 10% or more of the Company’s funds receivable balance: December 31, 2021 2020 PSP 1 62 % 56 % PSP 2 32 % 27 % Services Risk — The Company serves all of its users using third-party data center and hosting providers. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company’s service could be significantly interrupted, resulting in an adverse effect on its operating results and financial position. No significant interruptions of service were known to have occurred during the years ended December 31, 2021, 2020 and 2019. Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are generally as follows: Computers, equipment, software 3 years Furniture and fixtures, servers, networking equipment 5 years Leasehold improvements Shorter of the estimated useful life or remaining Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset. Merchants Payable Merchants payable represents the amount of funds due to merchants and is recognized net of commission fees earned by the Company for marketplace transactions and other fees due from merchants. Merchants payable is adjusted for actual and estimated refunds the Company is expected to recover from merchants. The Company Operating Lease Obligations The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. Certain lease agreements contain tenant improvement allowances, rent holidays and rent escalation provisions, all of which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations and comprehensive loss. Operating leases are included in the ROU assets, accrued liabilities and lease liabilities, non-current on the consolidated balance sheets. The Company has no finance leases. Loss Contingencies The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. The Company records a liability for these when it believes it is probable that it has incurred a loss, and the Company can reasonably estimate the loss. If the Company determines that a material loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company regularly evaluates current information to determine whether it should adjust a recognized liability or recognize a new one. Significant judgment is required to determine both the probability and the estimated amount. Redeemable Convertible Preferred Stock Warrant Liability Prior to the Company’s IPO in December 2020, the Company classified the redeemable convertible preferred stock warrant as a liability on the consolidated balance sheets and re-measured to fair value at each balance sheet date with the corresponding changes in fair value recognized in other income (expense), net. Immediately prior to the completion of the Company’s IPO, the Company’s outstanding redeemable convertible preferred stock warrant was net exercised and the fair value of the related liability at that time was reclassified into the Company’s Class A common stock and additional paid-in capital because it is now considered as permanent equity. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units (“RSUs”), performance-based units (“PSUs”), and purchase rights issued to employees under its employee stock purchase plan (“ESPP”), based on the estimated fair value of the awards on the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of ESPP purchase rights and the Monte Carlo Simulation model to estimate the fair value of a PSU. The fair value of RSUs is based on the market closing price for its Class A common stock as reported on the Nasdaq Global Select Market on the date of grant. The fair value of service-based RSUs is recognized as an expense on a straight-line basis over the requisite service period, which is generally four years. For stock-based awards granted to employees with a performance condition, the Company recognizes stock-based compensation expense under the accelerated attribution method over the requisite service period. The fair value of the ESPP purchase rights is recognized as an expense on a straight-line basis over the offering period. The vesting requirements of RSUs that the Company granted to employees prior to its IPO in December 2020 consisted both of a service condition and a liquidity condition. The service condition for these awards is satisfied over four or five years. The liquidity condition was satisfied upon the Company’s IPO. The Company recognizes stock-based compensation expense for these awards under the accelerated method. Refer to Note 8 for more details on stock-based compensation recognized for the year ended December 31, 2021 and 2020 related to these RSUs. The Company accounts for forfeitures as they occur. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currency for operating entities with employees and is the U.S. dollar for holding companies and pass-through entities. The assets and liabilities of its non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for its foreign subsidiaries are translated using rates that approximate those in effect during the period. Foreign currency translation adjustments are reflected in stockholders’ equity (deficit) as a component of other comprehensive income (loss). Transactions on the Company’s marketplace occur in various foreign currencies that are processed by its PSPs. These transactions are collected on a regular basis and are converted to U.S. dollars or euros within the short period of time between the recognition of revenue and cash collection on a regular basis, which limits the Company’s exposure to foreign currency risk. Amounts payable to merchants are denominated primarily in Renminbi (“RMB”) and other local currencies. 76% and 85% of the merchants payable amount was denominated in RMB as of December 31, 2021 and 2020, respectively. Transaction gains and losses, including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in interest and other income (expense), net on the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, the Company recognized net losses resulting from foreign exchange transactions of approximately $15 million, $26 million and $9 million, respectively, and recognized $2 million cumulative translation gain and $1 million cumulative translation loss in 2021 and 2020, respectively. Cumulative translation gains and losses for the year ended December 31, 2019 were insignificant. Derivative Instruments The Company conducts business in certain foreign currencies throughout its worldwide operations, and various entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, the Company is exposed to foreign exchange gains or losses which impact the Company’s operating results. As part of the Company’s foreign currency risk mitigation strategy, starting in 2020, the Company has entered into foreign exchange forward contracts with up to twelve months in duration. In accordance with the accounting standards for derivatives and hedging activities, all derivative instruments are recognized at fair value on the Company’s consolidated balance sheets and classified as either derivative assets or derivative liabilities. Derivatives in a gain position are reported as derivative assets, while derivatives in a loss position are reported as derivative liabilities. The Company’s derivatives transactions are not collateralized and do not include collateralization agreements with counterparties. Cash Flow Hedges The Company’s largest cash flow exposure is in RMB for payments made to merchants in China that use the Wish platform. The Company hedges these cash flow exposures to reduce the risk that its earnings and cash flows will be adversely affected by changes in exchange rates. The Company recognizes changes in fair value of these cash flow hedges of foreign currency denominated merchants payable in accumulated other comprehensive income in its consolidated balance sheets, until the Company settles its forecasted foreign currency denominated merchants payable. When the forecasted transaction affects earnings, the Company reclassifies the related gain or loss on the cash flow hedge to core marketplace revenue. All amounts in other comprehensive income at period end are expected to be reclassified to earnings within 12 months. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the Company reclassifies the gain or loss on the related cash flow hedge from accumulated other comprehensive income to core marketplace revenue. For the years ended December 31, 2021 and 2020, there were no net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions that did not occur. Non-Designated Hedges The Company’s derivatives not designated as hedging instruments consist of foreign currency forward contracts to The Company does not use derivative financial instruments for speculative or trading purposes. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income (expense), net as necessary. Comprehensive Loss Comprehensive loss is comprised of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized holding gains or losses related to derivative instruments, foreign currency translation and unrealized gain or loss on marketable securities. Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material impact is expected on the consolidated financial statements as a result of future adoption. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurement | 3. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT The Company’s financial instruments consist of cash equivalents, marketable securities, funds receivable, derivative instruments, accounts payable, accrued liabilities and merchants payable. Cash equivalents’ carrying value approximates fair value at the balance sheet dates, due to the short period of time to maturity. Marketable securities and derivative instruments are recognized at fair value. Funds receivable, accounts payable, accrued liabilities and merchants payable carrying values approximate fair value due to the short time to the expected receipt or payment date. Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consisting of cash equivalents, marketable securities and derivative instruments are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows: December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 13 $ 13 $ — $ — Marketable securities: U.S. Treasury bills $ 53 $ — $ 53 $ — Commercial paper 39 — 39 — Corporate bonds 57 — 57 — Certificates of deposit 5 — 5 — Non-U.S. government 13 — 13 — Total marketable securities $ 167 $ — $ 167 $ — Prepaid and other current assets: Derivative assets $ 4 $ — $ 4 $ — Total financial assets $ 184 $ 13 $ 171 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 1 $ — $ 1 $ — Total financial liabilities $ 1 $ — $ 1 $ — December 31, 2020 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 35 $ 35 $ — $ — U.S. Treasury bills 30 — 30 — Commercial paper 9 — 9 — Total cash equivalents $ 74 $ 35 $ 39 $ — Marketable securities: U.S. Treasury bills $ 38 $ — $ 38 $ — Commercial paper 49 — 49 — Corporate bonds 81 — 81 — Total marketable securities $ 168 $ — $ 168 $ — Prepaid and other current assets: Derivative assets $ 3 $ — $ 3 $ — Total financial assets $ 245 $ 35 $ 210 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 4 $ — $ 4 $ — Total financial liabilities $ 4 $ — $ 4 $ — The Company classifies cash equivalents and marketable securities within Level 1 or Level 2 because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The derivative asset and liability related to the Company’s foreign currency derivative contracts are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The following table summarizes the contractual maturities of the Company’s marketable securities: December 31, 2021 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value (in millions) Due within one year $ 150 $ 150 $ 164 $ 164 Due after one year through five years 17 17 4 4 Total marketable securities $ 167 $ 167 $ 168 $ 168 All of the Company’s available-for-sale marketable securities are subject to a periodic evaluation for a credit loss allowance and impairment review. The Company did not identify any of its available-for-sale marketable securities requiring an allowance for credit loss or as other-than-temporarily impaired in any of the periods presented. Additionally, the unrealized net gain and net loss on available-for-sale marketable securities as of December 31, 2021 and 2020 were immaterial. The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 financial liabilities, consisting solely of redeemable convertible preferred stock warrant liability, which was measured at fair value on a recurring basis until its IPO: December 31, 2021 2020 (in millions) Balance at beginning of period $ — $ 127 Remeasurement of redeemable convertible preferred stock warrant liability — 110 Reclassification of redeemable convertible preferred stock warrant upon the IPO — (237 ) Balance at end of period $ — $ — In August 2016, the Company issued a warrant to purchase 10 million shares of the Company’s Series B redeemable convertible preferred stock (“Series B warrant”) at an exercise price of $0.00001 per share. The Company accounted for the Series B warrant as a liability in the consolidated balance sheets until the Company’s IPO at which time the warrant was exercised and converted to equity. The primary significant unobservable inputs used in the fair value measurement of the redeemable convertible preferred stock warrant liability was the fair value of the underlying Series B redeemable convertible preferred stock at the valuation date, which was $24.00 per share as of December 15, 2020 (immediately prior to the Company’s IPO). |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 4. BALANCE SHEET COMPONENTS Accrued Liabilities Accrued liabilities consist of the following: December 31, 2021 2020 (in millions) Vendor services (1) $ 43 $ 121 Deferred revenue (2) 9 37 Wish Cash liability (3) 20 48 Sales and indirect taxes payable 26 31 Other 76 130 Total accrued liabilities $ 174 $ 367 (1) Vendor services decreased by $78 million or 64% primarily due to the Company’s decision to significantly reduce digital advertising expenditures as well as lower logistics related costs arising from lower shipping volumes during the fourth quarter of 2021 compared to the fourth quarter of 2020. (2) Deferred revenue decreased by $28 million or 76% primarily due to lower logistics volumes during the fourth quarter of 2021 compared to the fourth quarter of 2020. (3) While the Company will continue to honor all Wish Cash presented for payment, it may determine the likelihood of redemption to be remote for certain Wish Cash liability balances due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash liability balances not expected to be redeemed are recognized in Core marketplace revenue. The Company recognized approximately $29 and $5 million of Wish Cash liability breakage in Core marketplace revenue during the years ended December 31, 2021 and 2020, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 5. Derivative Financial Instruments Volume of Derivative Activity Total gross notional amounts for outstanding derivatives (recognized at fair value) as of the end of period consist of the following: December 31, 2021 December 31, 2020 (in millions) Cash flow hedges $ 320 $ 600 Non-designated hedges 54 422 Total $ 374 $ 1,022 Fair Value of Derivative Financial Instruments December 31, 2021 December 31, 2020 Assets (1) Liabilities (2) Assets (1) Liabilities (2) (in millions) Derivative designated as hedging instruments Cash flow hedges $ 2 $ — $ 3 $ 2 Derivative not designated as hedging instruments Foreign currency forward contracts $ 2 $ 1 $ — $ 2 Total derivatives $ 4 $ 1 $ 3 $ 4 (1) Derivative assets are included in prepaid and other current assets in the consolidated balance sheet. (2) Derivative liabilities are included in accrued liabilities in the consolidated balance sheet. Derivatives in Cash Flow Hedging Relationships The changes in accumulated other comprehensive income resulting from cash flow hedging were as follows: December 31, December 31, 2021 2020 (in millions) Balance at the beginning of the period $ 2 $ — Other comprehensive income before reclassifications 22 9 Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income (22 ) (7 ) Balance at the end of the period $ 2 $ 2 Derivatives Not Designated as Hedging Instruments The net gains on the change in fair value of the Company’s foreign exchange forward contracts not designated as hedging instruments were approximately $21 and $7 million for the years ended December 31, 2021 and 2020, respectively, and were recognized in other income (expense), net in the consolidated statements of operations. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | 6. OPERATING LEASES The Company leases its facilities and data center colocations under operating leases with various expiration dates through 2025. The components of the Company’s lease costs were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease costs $ 13 $ 13 $ 12 Short-term lease costs — 1 1 Variable costs 2 1 1 Total $ 15 $ 15 $ 14 As of December 31, 2021 and 2020, the Company’s consolidated balance sheet included ROU assets in the amount of $18 million and $43 million, respectively, and lease liabilities in the amount of $9 million and $14 million in accrued liabilities, respectively, and $16 million and $38 million in lease liabilities, non-current, respectively. During the third quarter of 2021, the Company adopted a hoteling model when it reopened its headquarters in San Francisco, California and as a result, it terminated certain office space. The Company also terminated office space in Los Angeles, California. As a result of these terminations, the Company derecognized the related ROU assets and lease liabilities. The Company recognized impairment and termination related charges of approximately $6 million which were included in general and administrative expenses in its consolidated statements of operations for the year ended December 31, 2021. As of December 31, 2021 and 2020, the weighted-average remaining lease term was 3 years and 4 years, respectively, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 6% for both periods. Supplemental cash flow information for the Company’s operating leases were as follows: Year Ended December 31, 2021 2020 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15 $ 14 Right-of-use assets obtained in exchange for new lease liabilities $ — $ 12 The maturities of the Company’s operating lease liabilities are as follows: December 31, 2021 Year ending December 31, (in millions) 2022 9 2023 8 2024 7 2025 3 Total lease payments 27 Less: imputed interest (2 ) Present value of lease liabilities $ 25 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Revolving Credit Facility In November 2020, the Company entered into a five-year The Revolving Credit Facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability (and the ability of certain of the Company’s subsidiaries) to incur indebtedness, grant liens, make certain fundamental changes and asset sales, make distributions to stockholders, make investments or engage in transactions with affiliates. It also contains a minimum liquidity financial covenant of $350 million, which includes unrestricted cash and any available borrowing capacity under the Revolving Credit Facility. The obligations under the Revolving Credit Facility are secured by liens on substantially all of the Company’s domestic assets and are guaranteed by any material domestic subsidiaries, subject to customary exceptions. A standby letter of credit in the amount of approximately $7 million has been issued under the Revolving Credit Facility in conjunction with the lease of the Company’s headquarters in San Francisco, California. As of December 31, 2021, the Company had not made any borrowings under the Revolving Credit Facility and it is currently in compliance with the related covenants. Fees incurred under the Revolving Credit Facility were insignificant for the years ended December 31, 2021 and 2020. Purchase Obligations Effective September 1, 2019, the Company entered into an amendment to a colocation and cloud services arrangement committing the Company to make payments of $120 million for services over 3 years. As of December 31, 2021, the remaining commitment under this amended agreement was approximately $16 million and is payable within the next year. Legal Contingencies and Proceedings Beginning in May 2021, four putative class action lawsuits were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and the underwriters named in its IPO registration statement alleging violations of securities laws based on statements made in its registration statement on Form S-1 filed with the SEC in connection with its IPO and seeking monetary damages. One of these cases has since been dismissed by the plaintiff. The Company believes these lawsuits are without merit and it intends to vigorously defend them. Based on the preliminary nature of the proceedings in these cases, the outcome of these matters remains uncertain. In August 2021, a shareholder derivative action purportedly brought on behalf of the Company, Patel v. Szulczewski, was filed in the U.S. District Court for the Northern District of California alleging that the Company’s directors and officers made or caused the Company to make false and/or misleading statements about the Company’s business operations and financial prospects in various public filings. Plaintiff asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Securities Exchange Act of 1934, and for contribution under Sections 10(b) and 21D of the Exchange Act and is seeking monetary damages. In November 2021, a shareholder derivative action purportedly brought on behalf of the Company, Aviv v. Szulczewski, was filed in the U.S. District Court for the Northern District of California alleging that the Company’s directors breached their fiduciary duties and caused the Company to make misstatements relating to a leased property that allegedly was used for commercial purposes in violation of zoning ordinances. Plaintiff asserts claims for breach of fiduciary duties, unjust enrichment, and violations of Section 14(a) of the Securities Exchange Act of 1934, and is seeking monetary damages and restitution. Given that this, and the above described matters, are in the early stages of the litigation process, it is unable to estimate the range of potential loss, if any, but the litigation could subject the Company to substantial costs, divert resources and the attention of management from our business, and harm the Company’s business and financial results. In November 2021, France’s Directorate General for Competition, Consumer Affairs and Repression of Fraud issued an injunction delisting the Wish “App” from Google Play and the Apple App Store, and blocking Wish from appearing in Google, Bing and Qwant search results on the premise that unsafe products or products of poor quality are available for purchase on Wish. The injunction could expose Wish to civil and criminal penalties. We have taken immediate measures to challenge the injunction, and to suspend and lift it. In December 2021, the French Administrative Court upheld the injunction, but in so doing noted that the injunction is not, and should not be permanent. That decision is the subject of appeals currently pending in French Court. Meanwhile, we are also working on a timeline for the satisfaction and lifting of the injunction. We are in the process of the legal challenge, at an early stage, but the proceedings could subject the Company to substantial costs, divert resources, and harm the Company’s business and financial results. In December 2021, the Company became aware that authorities in France charged ContextLogic with legal violations relating to the Company’s former practice and use of strikethrough pricing in France, the Company’s previous failure to translate into French listings and product details on the Company’s app and website, and the Company’s anti-counterfeiting policies and practices. The Company disputes the charges and is preparing to defend itself at a hearing scheduled for June 2022. Any adverse outcome could result in payment of substantial fines, payments to allegedly impacted consumer groups, harm to our reputation, loss of rights, or adverse changes to our offerings or business practices in France. Any of these results could adversely affect our business. In addition, defending claims may be costly and may impose a significant burden on our management. As of December 31, 2021 , in the opinion of management, there were no other legal contingency matters that arose in the ordinary course of business, either individually or in aggregate, that would have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate . |
Common Stock and Stock-Based Co
Common Stock and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock and Stock-Based Compensation | 8. COMMON STOCK and STOCK-based compensation The Company has two classes of authorized common stock, Class A common stock and Class B common stock. As of December 31, 2021, the Company had 3 billion and 500 million shares of Class A and Class B authorized, respectively, each with a par value of $0.0001. As of December 31, 2021, the Company had 593 million shares of Class A common stock issued and outstanding and 65 million shares of Class B common stock issued and outstanding. Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders. Holders of Class B common stock are entitled to 20 votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Except with respect to voting, the rights of the holders of Class A and Class B common stock are identical. Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder and are automatically converted into shares of Class A common stock upon a sale or transfer, subject to certain exemptions Related Party Transaction In June 2019, the Company repurchased approximately 1 million shares of common stock from its Chief Executive Officer at $12.17 per share. The incremental value between the repurchase price and the fair value of the common stock at the time of the transaction resulted in stock-based compensation expense of $2 million for the year ended December 31, 2019. 2010 Equity Incentive Plan In 2010, the Board of Directors approved the adoption of the 2010 Plan. As of December 31, 2020, there were 135 million equity awards outstanding under the 2010 Plan, including approximately 30 million shares of vested RSUs. These vested RSUs were released in 2021 upon the expiration of the 180-day lock-up period related to the Company’s IPO. The 2010 Plan provided for the grant of incentive and nonstatutory stock options and RSUs to employees, directors and consultants of the Company. As of December 31, 2021, all options granted under the Plan were fully vested. Employees generally forfeit their rights to exercise vested options after three months following their termination of employment or 6 or 12 months in the event of termination of services by reason of disability or death, respectively. Under the 2010 Plan, the Company granted RSUs to employees, which generally expire 7 years from the date of grant and vest upon the achievement of both a service condition and a liquidity condition. The service condition for these awards is satisfied over four or five years. The liquidity condition was satisfied upon the occurrence of the Company’s IPO in December 2020. The 2010 Plan was terminated in December 2020 in connection with the Company’s IPO but continues to govern the terms of outstanding awards under the 2010 Plan. No further equity awards will be granted under the 2010 Plan. With the establishment of the 2020 Plan as further discussed below, upon the expiration, forfeiture or cancellation of any shares of Class B common stock underlying outstanding stock-based awards granted under the 2010 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan. 2020 Equity Incentive Plan On November 19, 2020, the Company’s Board of Directors adopted and approved the 2020 Plan. The 2020 Plan provides for the award of options, stock appreciation rights, restricted shares, and RSUs. The number of shares reserved for issuance under the 2020 Plan will be increased automatically on the first day of each fiscal year, commencing in 2022 and ending in 2030, by a number equal to the lesser of: (a) 5% of the shares of common stock outstanding on the last day of the prior fiscal year; or (b) the number of shares determined by the Board of Directors. As of December 31, 2021, 10 million shares under the 2020 Plan remained available for grant. 2020 Employee Stock Purchase Plan On November 19, 2020, the Company’s Board of Directors adopted and approved the 2020 ESPP, which became effective on the IPO Date. The 2020 ESPP reserve for issuance will increase automatically on the first day of each fiscal year, commencing in 2022 and ending in 2040, by a number equal to the lesser of: (a) approximately 8 million shares of common stock; (b) 1% of the shares of common stock outstanding on the last day of the prior fiscal year; or (c) the number of shares of common stock determined by the Company’s Board of Directors. As of December 31, 2021, 6 million shares under the 2020 ESPP remained available for issuance. The 2020 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a discount through payroll deductions of up to 15% of eligible compensation, subject to caps of $25,000 in any calendar year and 2,500 shares on any purchase date. The 2020 ESPP provides for 24-month offering periods, generally beginning in November and May of each year, and each offering period consists of four six-month purchase periods. During the year ended December 31, 2021, approximately 1 million shares of common stock were purchased under the ESPP for an aggregate amount of $7 million On each purchase date, participating employees will purchase Class A common stock at a price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the first trading day of the applicable offering period and (2) the last trading day of each purchase period in the applicable offering period. If the stock price of the Company's Class A common stock on any purchase date in an offering period is lower than the stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new offering period (ESPP reset). During the year ended December 31, 2021, there was an ESPP reset at the end of both May and November purchase periods, resulting in an additional expense of approximately $10 million, which is being recognized on a straight-line basis through November 20, 2023. Equity Award Activity A summary of activity under the equity plans and related information is as follows: Options Outstanding RSUs Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In Years) Number of RSUs (in millions) (in millions) Balances at December 31, 2020 75 $ 0.234 3.2 30 Granted — $ — 37 Vested — $ — (11 ) Exercised (29 ) $ 0.209 — Forfeited or cancelled (1 ) $ 0.032 (8 ) Balances at December 31, 2021 (1) 45 $ 0.254 2.5 48 (1) Outstanding RSUs as of December 31, 2021 include 11 million PSUs. There were no options granted during the years ended December 31, 2021, 2020 and 2019. All options outstanding as of December 31, 2021 were fully vested. The aggregate intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $161 million, $76 million and $8 million, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options. The weighted-average grant date fair value of RSUs (excluding PSUs) granted during the years ended December 31, 2021, 2020 and 2019 was $9.71 $16.99 $11.55 Performance Stock Units On December 2020, the Company’s Board of Directors granted the Chief Executive Officer (“CEO”) an equity incentive award in the form of performance-based units (“PSUs”), under the Company’s 2010 Plan consisting of 10 million shares of the Company’s Class B common stock, with a weighted average grant date fair value per unit of $7.76. The award vests only if the CEO satisfies a service-based vesting condition and a market condition. The award has a term ending on the seventh anniversary of the Company’s IPO date. The award is eligible to vest based on the achievement of certain price targets of the Company’s stock price over a performance period beginning six months after the IPO date. The CEO must also remain employed as the Company’s CEO through the second anniversary of the IPO date and continue to serve through each subsequent stock price target achievement dates in order to vest in the award. The Company used a Monte Carlo simulation model to calculate the fair value of the PSUs on the grant date. The Monte Carlo simulation included the following assumptions, determined based on a term equal to the period of time from the grant date to the end of the performance period, approximately seven years: 42.28% stock price volatility, 0.67% risk-free rate and a 0% dividend yield. For the years ended December 31, 2021 and 2020, the Company recognized approximately $20 million and $1 million stock-based compensation expense related to these PSUs, respectively. As of December 31, 2021, 10 million PSUs remained outstanding and the Company will recognize the remaining $57 million of unrecognized stock-based compensation expense related to these PSUs over a weighted-average period of 3.1 years. At the start of February 2022, Piotr Szulczewski stepped down from his position as CEO of the Company. Due to his resignation prior to the second anniversary of the Company’s IPO, Mr. Szulcewski is no longer eligible to vest in his PSU award, and as such, the PSUs were forfeited (see Note 12. Subsequent Events). O n May 2021, the Company’s Board of Directors granted its Executive Chair an equity incentive award in the form of PSUs consisting of approximately 1 million shares of the Company’s common stock, with a grant date fair value per unit of $ 9.94 . The award vests only if the Executive Chair satisfies a service-based vesting condition and if the Company’s stock satisfies a market condition. The award will be eligible to vest if the Company’s average closing stock price over the 30-calendar day period immediately preceding May 15, 2023 (the “Performance Measurement Date”) equals or exceeds a threshold of 149 % of the Company’s closing stock price of $ 12.07 on April 20, 2021, with a maximum level of vesting of 200 % based on a maximum stock price achievement level of 298 %. The Executive Chair must also remain employed as the Company’s Executive Chair or another senior executive-level position through the Performance Measurement Date. The Company used a Monte Carlo simulation model to calculate the fair value of the PSUs on the grant date. The Monte Carlo simulation included the following assumptions, determined based on a term equal to the period of time from the grant date to the end of the performance period of two years : 75.00 % stock price volatility, 0.16 % risk-free rate and a 0% dividend yield. For the year ended December 31 , 2021, the Company recognized approximately $ 3 million of expense, respectively, related to these PSUs. As of December 31 , 2021, 1 million of these PSUs remained outstanding and the Company will recognize the remaining $ 5 million of unrecognized stock-based compensation expense related to these PSUs over a period of 1.4 years . In February 2022, Jacqueline Reses resigned from her position as Executive Chair and entered into a consulting agreement with the Company. As part of the consulting agreement, Ms. Reses’ PSU award was modified to eliminate the market condition, with only continued service until the expiration of the consulting agreement being the sole vesting condition (see Note 12. Subsequent Events). Stock-Based Compensation Expense Total stock-based compensation expense included in the consolidated statements of operations is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Cost of revenue $ 20 $ 35 $ — Sales and marketing 12 23 — Product development 59 118 — General and administrative 50 214 2 Total stock-based compensation $ 141 $ 390 $ 2 The Company recognized a cumulative stock-based compensation through December 31, 2020 of approximately $379 million related to RSUs for which both the service and liquidity vesting conditions were achieved pursuant to the completion of the Company’s IPO in December 2020. Prior to the Company’s IPO, no stock-based compensation was recognized related to these RSUs as the liquidity event vesting condition was not satisfied. The Company will recognize the remaining $287 million and $62 million of unrecognized stock-based compensation expense over a weighted-average period of approximately 2.9 years and 3.0 years related to RSUs and PSUs, respectively. The Company recognized $10 million in stock-based compensation expense for the sale of shares of common stock by an executive to a certain investor, for the year ended December 31, 2020. The amount reflects the excess of the sales price per share of common stock over the deemed fair value of the common stock. The expense was recognized within general and administrative expenses in the consolidated statements of operations. The Company did not sell any shares or receive any proceeds from this transaction. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES The components of loss (income) before provision for income taxes are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 422 $ 757 $ 130 Foreign (71 ) (14 ) (2 ) Loss before provision for income taxes $ 351 $ 743 $ 128 There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the years ended December 31, 2021 and 2020, the Company recognized $10 million and $2 million tax provision, respectively, related primarily to foreign income taxes. For the year ended December 31, 2021 there was $10 million of current foreign tax expense and no deferred tax benefit while for the year ended December 31, 2020 there was $5 million of current foreign tax expense and $3 million of deferred tax benefit. The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following: Years Ended December 31, 2021 2020 2019 (in millions) Federal benefit at statutory rate $ (73 ) $ (157 ) $ (27 ) Stock-based compensation (68 ) 36 (1 ) Foreign rate differential (5 ) (2 ) — Non-deductible warrant valuation — 23 1 Other — — 1 Change in valuation allowance 156 102 27 Total provision for income taxes $ 10 $ 2 $ 1 The tax provision differs from the benefit that would result from applying statutory rates to losses before income taxes primarily due to the valuation allowance provided on net deferred tax assets. Deferred income taxes reflect the net tax effects of (a) temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes and (b) net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are as follows: December 31, 2021 2020 (in millions) Deferred tax assets: Net operating loss carryforwards $ 466 $ 289 Lease liabilities 5 11 Reserves and accruals not currently deductible 62 50 Stock-based compensation 19 47 Total gross deferred tax assets 552 397 Less: valuation allowance (546 ) (384 ) Total deferred tax assets, net of valuation allowance 6 13 Deferred tax liabilities: Property and equipment, including right-of-use assets (3 ) (8 ) Other — (2 ) Total gross deferred tax liabilities (3 ) (10 ) Net deferred tax assets $ 3 $ 3 The table below details the activity of the deferred tax asset valuation allowance: Balance at Beginning of Period Additions Deductions Balance at End of Period (in millions) Year ended December 31, 2021 Deferred tax assets valuation allowance $ 384 $ 162 $ — $ 546 Year ended December 31, 2020 Deferred tax assets valuation allowance $ 282 $ 102 $ — $ 384 Due to a history of losses, the Company believes it is not more likely than not that its net deferred tax assets will be realized as of December 31, 2021 or 2020. Accordingly, the Company has established a full valuation allowance on its domestic net deferred tax assets. The Company’s valuation allowance increased $162 million and $102 million during the years ended December 31, 2021 and 2020, respectively. The Company intends to reinvest substantially all of its foreign subsidiary earnings, indefinitely outside of the U.S. Due to the one-time transition tax and the imposition of the GILTI provisions, all previously unremitted earnings will no longer be subject to U.S. Federal income tax; however, there could be foreign withholding taxes upon distribution of such unremitted earnings. It is not practical to estimate this liability at this time. As of December 31, 2021, the Company had federal net operating loss carryforwards available to reduce future taxable income, if any, of $886 million that begin to expire in 2030 and continue to expire through 2037 and $1.3 billion that have an unlimited carryover period. As of December 31, 2021, the Company had state net operating loss carryforwards available to reduce future taxable income, if any, of $4.3 billion that begin to expire in 2026 and continue to expire through 2041 and $1.3 billion that have an unlimited carryover period. Utilization of net operating loss carryforwards may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2021 2020 2019 (in millions) Balance at January 1 $ — $ — $ — Additions for tax positions of prior years 1 — — Balance at December 31 $ 1 $ — $ — If these benefits were subsequently recognized, $1 million would favorably impact the Company’s effective tax rate. The Company had immaterial unrecognized tax benefits as of December 31, 2020 and 2019, fully offset by a valuation allowance. No interest or penalties were incurred during the years ended December 31, 2021, 2020 or 2019. The Company does not anticipate that the amount of unrecognized tax benefits will significantly change within the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. Certain tax years are subject to foreign income tax examinations by tax authorities until the statute of limitations expire. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 10. Net loss per share attributable to common stockholders Prior to the Company’s IPO, the Company followed the two-class method when computing net loss per share as the Company had shares of redeemable convertible preferred stock outstanding that met the definition of participating securities. These shares automatically converted into Class A common stock upon the Company’s IPO. The two-class method determines net loss per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The Company did not allocate net loss to redeemable convertible preferred stock because the holders of such shares are not contractually obligated to share in losses. Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to potentially dilutive common stock equivalents outstanding during the period, as their effect would be dilutive. Potentially dilutive common shares include participating securities and shares issuable upon the exercise of stock options, the exercise of common stock warrants, the vesting of RSUs and each purchase under the 2020 ESPP, under the treasury stock method. In loss periods, basic net loss per share and diluted net loss per share are the same, as the effect of potential common shares is antidilutive and therefore excluded. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the Company’s undistributed earnings or losses are allocated on a proportionate basis among the holders of both Class A and Class B common stock. As a result, the net income (loss) per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2021 2020 2019 (in millions, except per share data) Numerator: Net loss $ (361 ) $ (745 ) $ (129 ) Less: deemed dividend to convertible preferred stockholders — — (7 ) Net loss attributable to common stockholders $ (361 ) $ (745 ) $ (136 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 629 127 104 Net loss per share attributable to common stockholders, basic and diluted $ (0.57 ) $ (5.87 ) $ (1.31 ) 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: As of December 31, 2021 2020 2019 (in millions) Redeemable convertible preferred stock, all series — — 422 Series B warrant — — 10 Warrant to purchase common stock — 1 1 Common stock options outstanding 45 75 80 Unvested restricted stock units outstanding (1) 48 30 44 Employee stock purchase plan 4 — — Total 97 106 557 (1) Unvested RSUs outstanding as of December 31, 2021 and 2020 included 11 and 10 million of outstanding PSUs, respectively. No PSUs outstanding as of December 31, 2019. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | 11. GEOGRAPHICAL INFORMATION The Company believes it is relevant to disclose geographical revenue information on both a demand basis, determined by the ship-to address of the user, and on a supply basis, determined by the location of the merchants’ operations. Core marketplace revenue by geographic area based on the ship-to address of the user is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Europe $ 542 46 % $ 833 46 % $ 716 49 % North America (1) 470 40 % 735 40 % 566 38 % South America 50 4 % 90 5 % 72 5 % Other 115 10 % 169 9 % 119 8 % Core marketplace revenue ( 2 ) $ 1,177 100 % $ 1,827 100 % $ 1,473 100 % (1) United States accounted for $389 million, $614 million, $472 million of core marketplace revenue for the years ended December 31, 2021, 2020 and 2019, respectively. (2) Core marketplace revenue for the years ended December 31, 2021 and 2020 included approximately $22 and $7 million of net gains from the Company’s cash flow hedging program, respectively. It did not have a hedging program prior to 2020. China accounted for substantially all of marketplace and logistics revenue in 2021, 2020 and 2019, respectively, based on the location of the merchants’ operations. The Company’s long-lived tangible assets, which consist of property and equipment, net and operating lease right-of-use assets, net, located in the United States were 85% and 87% of the total long-lived tangible assets as of December 31, 2021 and 2020, respectively. The long-lived tangible assets outside the United States were located in China, Canada and the Netherlands. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 12. Subsequent EVents 2022 Inducement Plan In January 2022, the Company’s Board of Directors adopted and approved the 2022 Inducement Plan (“2022 Plan) The Company intends that the 2022 Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement of employment pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, LLC. The 2022 Plan provides for the award of options, stock appreciation rights, restricted shares, and RSUs of the Company’s Class A common stock to the Company’s employees. Stock-based awards under the 2022 Plan that expire or are forfeited, cancelled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2022 Plan. The aggregate number of shares reserved for issuance under this plan shall not exceed the sum of 12 million shares plus additional common shares returned to the pool of shares available for issuance Management Transitions In January 2022, the Company entered into an employment agreement with Vijay Talwar, as the new CEO, with employment commencing on February 1. 2022. Mr. Talwar was granted i) 5 million RSUs with an aggregate grant date fair value of $13 million and ii) options to purchase 6 million shares of the Company’s Class A common stock at an exercise price of $2.86 per share with an aggregate grant date fair value of $12 million. These RSUs and options will become vested and exercisable, respectively, in periodic installments over a 4-year term, subject to the CEO’s continued employment with the Company. The option award has a term of 10 years. At the start of February 2022, Piotr Szulczewski stepped down from his position as CEO of the Company. Due to his resignation prior to the second anniversary of the Company’s IPO, Mr. Szulcewski is no longer eligible to vest in his PSU award, and as such, the PSUs were canceled. Consequently, the Company expects to reverse in the first quarter of 2022 approximately $21 million of previously recognized stock-based compensation expense related to these PSUs. In February 2022, Jacqueline Reses resigned from her position as Executive Chair and as a member of the Company’s Board of Directors. Upon her resignation, Ms. Reses entered into a consulting agreement with the Company pursuant to which Ms. Reses will provide transition and other consulting services to Mr. Talwar and the Board, with such agreement expiring in May 2023. As part of the consulting agreement, Ms. Reses’ PSU award was modified to eliminate the market condition, with only continued service until the expiration of the consulting agreement being the sole vesting condition. February 2022 Restructuring Plan In February 2022, the Company’s Board of Directors approved the February 2022 Restructuring Plan (“Restructuring Plan”) to refocus the Company’s operations to support sustainable long-term growth, better align resources, and improve operational efficiencies. The Company expects the Restructuring Plan to be substantially implemented by the end of fiscal year 2022. The Restructuring Plan includes i) reducing the Company’s headcount by approximately 15% (or approximately 190 positions), ii) exiting various facility leases, and iii) reducing and realigning vendor expenditures. In connection with the Restructuring Plan, the Company expects to incur one-time charges for employee severance and other personnel reduction costs as well as costs to exit certain Company facility leases, including noncash impairments of lease assets and property and equipment. The Company anticipates that related severance payments will occur by the end of the second quarter of 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates form the basis for judgments the Company makes about the carrying values of its assets and liabilities that are not readily apparent from other sources. These estimates include, but are not limited to, fair value of financial instruments, useful lives of long-lived assets, fair value of common stock prior to IPO, fair value of derivative instruments, fair value of redeemable convertible preferred stock and related redeemable convertible preferred stock warrant and equity awards and other equity issuances prior to IPO, incremental borrowing rate applied to lease accounting, contingent liabilities, allowances for refunds and chargebacks and uncertain tax positions. As of December 31, 2021, the effects of the ongoing COVID-19 pandemic on the Company’s business, results of operations, and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods. |
Segments | Segments The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its financials as a single reporting segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Revenue Recognition | Revenue Recognition The Company generates revenue from marketplace and logistics services provided to its customers. Revenue is recognized as the Company transfers control of promised goods or services to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company considers both the merchant and the user to be customers. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk and has latitude in establishing pricing and selecting suppliers, among other factors. Based on these factors, marketplace revenue is generally recognized on a net basis and logistics revenue is generally recognized on a gross basis. Revenue excludes any amounts collected on behalf of third parties, including indirect taxes. The following table shows the disaggregated revenue for the applicable periods: Year Ended December 31, 2021 2020 2019 (in millions) Core marketplace revenue $ 1,177 $ 1,827 $ 1,473 ProductBoost revenue 165 200 291 Marketplace revenue 1,342 2,027 1,764 Logistics revenue 743 514 137 Revenue $ 2,085 $ 2,541 $ 1,901 Refer to Note 11 – Geographic Information for the disaggregated revenue by geographical location. Marketplace Revenue The Company provides a mix of marketplace services to its customers. The Company provides merchants access to its marketplace where merchants display and sell their products to users. The Company also provides ProductBoost services to help merchants promote their products within the Company’s marketplace. Marketplace revenue includes commission fees collected in connection with user purchases of the merchants’ products. The commission fees vary depending on factors such as user location, demand, product type, and dynamic pricing. The Company recognizes revenue when a user’s order is processed and the related order information has been made available to the merchant. Commission fees are recognized net of estimated refunds and chargebacks. Marketplace revenue also includes ProductBoost revenue for displaying a merchant’s selected products in preferential locations within the Company’s marketplace. The Company recognizes revenue when the merchants’ selected products are displayed. The Company refers to its marketplace revenue, excluding ProductBoost revenue, as its core marketplace revenue. Logistics Revenue The Company’s logistics offering for merchants is designed for direct end-to-end single order shipment from a merchant’s location to the user. Logistics services include transportation and delivery of the merchant’s products to the user. Merchants are required to prepay for logistics services on a per order basis. The Company recognizes revenue over time as the merchant simultaneously receives and consumes the logistics services benefit as the logistics services are performed. The Company uses an output method of progress based on days in transit as it best depicts the Company’s progress toward complete satisfaction of the performance obligation. Deferred Revenue Deferred revenue consists of amounts received primarily related to unsatisfied performance obligations of logistics services and marketplace services for shipments in-transit at the end of the period where the Company is the principal. The deferred revenue balances as of December 31, 2021 and 2020 are disclosed in Note 4. Due to the short-term duration of contracts, all of the performance obligations will be satisfied in the following reporting period. Refunds and Chargebacks Refunds and chargebacks are associated with marketplace revenue. Returns are not material to the Company’s business. Estimated refunds and chargebacks are recognized on the consolidated balance sheets as refunds liability. The merchant’s share of the refunds is recognized as a reduction to the amount due to merchants. The revenue recognized on transactions subject to refunds and chargebacks is reversed. The Company estimates future refunds and chargebacks using a model that incorporates historical experience and considering recent business trends and market activity. Incentive Discount Offers The Company provides incentive discount offers to its users to encourage purchases of products through its marketplace. Such offers include current discount offers of a certain percentage off current purchases and inducement offers, such as set percentage offers off future purchases subject to a minimum current purchase. The Company generally records the related discounts taken as a reduction of revenue when the offer is redeemed. The Company also offers free products to encourage users to make purchases on its marketplace. The resulting discount is recognized as a reduction of revenue when the offer for free product is redeemed. Wish Cash Liability The Company issues Wish Cash to end-users who opt to receive it for their refundable transactions. The Company also offers Wish Cash as part of its various referral and incentive programs. The Company accrues a liability for issued Wish Cash which is reduced when Wish Cash is redeemed by its users. Based on historical experience, the Company analyzes the Wish Cash liability considering usage patterns to determine the probability of redemption. While the Company will continue to honor all Wish Cash presented for payment, management may determine the likelihood of redemption to be remote for Wish Cash balances due to, among other things, long periods of inactivity. In these circumstances, to the extent management determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash balances not expected to be redeemed are recognized in Core Marketplace revenue . |
Cost of Revenue | Cost of Revenue Cost of revenue includes colocation and data center charges, interchange and other fees for payment processing services, fraud and chargeback prevention service charges, costs of refunds and chargebacks made to users that the Company is not able to collect from merchants, depreciation and amortization of property and equipment, shipping charges, tracking costs, warehouse fees, and employee-related costs, including salaries, benefits, and stock-based compensation expense, for the Company’s infrastructure, merchant support and logistics personnel. Cost of revenue also includes an allocation of general IT and facilities overhead expenses. |
Advertising Expense | Advertising Expense Advertising expenses are included in sales and marketing expenses within the consolidated statements of operations and are expensed as incurred. Advertising expenses were $1.0 billion, $1.6 billion and $1.4 billion for the years ended 2021, 2020 and 2019, respectively. |
Software Development Costs | Software Development Costs The Company capitalizes costs to develop its mobile application and website 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 during the preliminary planning and evaluation stage of the project and during the post implementation operational stage, including maintenance, are expensed as incurred. 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. Due to the iterative process by which the Company performs upgrades and the relatively short duration of its development projects, development costs meeting capitalization criteria generally are not material. If internal-use software development costs are material, they are capitalized and included in property and equipment, net within the consolidated balance sheets. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, cash and cash equivalents consisted of cash deposited with banks and money market funds for which their cost approximates their fair value. The Company held 83% and 92% of its cash and cash equivalents in the United States as of December 31, 2021 and 2020, respectively. Restricted cash as of December 31, 2021 represents amounts held in collateral and cash accounts in a foundation entity dedicated to safeguarding funds of payment service users consisting of European Economic Area merchants, ensuring the funds remain separate from the Company’s own funds. These funds are included within prepaid expenses and other current assets in the consolidated balance sheets. |
Marketable Securities | Marketable Securities Marketable securities consist of short-term and long-term debt securities classified as available-for-sale and have original maturities greater than 90 days. Marketable securities are carried at fair value based upon quoted market prices or pricing models for similar securities. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are not material. Realized gains or losses on the sale of all such securities are reported in interest and other income (expense), net, and computed using the specific identification method. For declines in fair market value below the cost of an individual marketable security, the Company assesses whether the decline in value is other than temporary based on the length of time the fair market value has been below cost, the severity of the decline and the Company’s intent and ability to hold or sell the investment. If an investment is impaired, the Company writes it down through earnings to its recoverable value and establishes that as a new cost basis for the investment. |
Funds Receivable | Funds Receivable The Company uses several third-party Payment Service Providers (“PSPs”) to process user transactions on its marketplace. Transactions on the Company’s marketplace are mainly credit and debit card-based transactions that convert to cash on a regular basis and are net settled against refunds and chargebacks, with little default risk. Funds receivable represents the amounts expected to be received from PSPs for purchases on the Company’s marketplace and is recognized net of processing fees. |
Concentration of Risk | Concentrations of Risk Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, funds receivable and marketable securities. The Company’s cash and cash equivalents are held on deposit with creditworthy institutions. Although the Company’s deposits exceed federally insured limits, the Company has not experienced any losses in such accounts. The Company invests its excess cash in money market accounts, U.S. Treasury notes, U.S. Treasury bills, commercial paper, corporate bonds, and non-U.S. government securities. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities for the amounts reflected on the consolidated balance sheets. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company maintains certain bank accounts in China. The Company manages the counterparty risk associated with these funds through diversification with major financial institutions and monitors the concentration of this credit risk on a monthly basis. The total cash balance in these accounts represented approximately 15% and 7% of the Company’s total cash and cash equivalents as of December 31, 2021 and 2020, respectively The Company's derivative financial instruments expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company seeks to mitigate such risk by limiting its counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on a monthly basis. The Company is not required to pledge, nor is it entitled to receive, collateral related to its foreign exchange derivative transactions. The Company is exposed to credit risk in the event of a default by its PSPs. The Company does not generate revenue from PSPs. Significant changes in the Company’s relationship with its PSPs could adversely affect users’ ability to process transactions on the Company’s marketplaces, thereby impacting the Company’s operating results. The following PSPs each represented 10% or more of the Company’s funds receivable balance: December 31, 2021 2020 PSP 1 62 % 56 % PSP 2 32 % 27 % Services Risk — The Company serves all of its users using third-party data center and hosting providers. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company’s service could be significantly interrupted, resulting in an adverse effect on its operating results and financial position. No significant interruptions of service were known to have occurred during the years ended December 31, 2021, 2020 and 2019. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at historical cost less accumulated depreciation. Depreciation and amortization are computed using the straight-line method over the estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are generally as follows: Computers, equipment, software 3 years Furniture and fixtures, servers, networking equipment 5 years Leasehold improvements Shorter of the estimated useful life or remaining |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including intangible and lease assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset. |
Merchants Payable | Merchants Payable Merchants payable represents the amount of funds due to merchants and is recognized net of commission fees earned by the Company for marketplace transactions and other fees due from merchants. Merchants payable is adjusted for actual and estimated refunds the Company is expected to recover from merchants. The Company |
Operating Lease Obligations | Operating Lease Obligations The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represent an obligation to make lease payments arising from the lease. Certain lease agreements contain tenant improvement allowances, rent holidays and rent escalation provisions, all of which are considered in determining the ROU assets and lease liabilities. The Company begins recognizing rent expense when the lessor makes the underlying asset available for use by the Company. Lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The interest rate the Company uses to determine the present value of future lease payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The ROU asset is determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Certain leases contain variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations and comprehensive loss. Operating leases are included in the ROU assets, accrued liabilities and lease liabilities, non-current on the consolidated balance sheets. The Company has no finance leases. |
Loss Contingencies | Loss Contingencies The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. The Company records a liability for these when it believes it is probable that it has incurred a loss, and the Company can reasonably estimate the loss. If the Company determines that a material loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company regularly evaluates current information to determine whether it should adjust a recognized liability or recognize a new one. Significant judgment is required to determine both the probability and the estimated amount. |
Redeemable Convertible Preferred Stock Warrant Liability | Redeemable Convertible Preferred Stock Warrant Liability Prior to the Company’s IPO in December 2020, the Company classified the redeemable convertible preferred stock warrant as a liability on the consolidated balance sheets and re-measured to fair value at each balance sheet date with the corresponding changes in fair value recognized in other income (expense), net. Immediately prior to the completion of the Company’s IPO, the Company’s outstanding redeemable convertible preferred stock warrant was net exercised and the fair value of the related liability at that time was reclassified into the Company’s Class A common stock and additional paid-in capital because it is now considered as permanent equity. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units (“RSUs”), performance-based units (“PSUs”), and purchase rights issued to employees under its employee stock purchase plan (“ESPP”), based on the estimated fair value of the awards on the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of ESPP purchase rights and the Monte Carlo Simulation model to estimate the fair value of a PSU. The fair value of RSUs is based on the market closing price for its Class A common stock as reported on the Nasdaq Global Select Market on the date of grant. The fair value of service-based RSUs is recognized as an expense on a straight-line basis over the requisite service period, which is generally four years. For stock-based awards granted to employees with a performance condition, the Company recognizes stock-based compensation expense under the accelerated attribution method over the requisite service period. The fair value of the ESPP purchase rights is recognized as an expense on a straight-line basis over the offering period. The vesting requirements of RSUs that the Company granted to employees prior to its IPO in December 2020 consisted both of a service condition and a liquidity condition. The service condition for these awards is satisfied over four or five years. The liquidity condition was satisfied upon the Company’s IPO. The Company recognizes stock-based compensation expense for these awards under the accelerated method. Refer to Note 8 for more details on stock-based compensation recognized for the year ended December 31, 2021 and 2020 related to these RSUs. The Company accounts for forfeitures as they occur. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currency for operating entities with employees and is the U.S. dollar for holding companies and pass-through entities. The assets and liabilities of its non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for its foreign subsidiaries are translated using rates that approximate those in effect during the period. Foreign currency translation adjustments are reflected in stockholders’ equity (deficit) as a component of other comprehensive income (loss). Transactions on the Company’s marketplace occur in various foreign currencies that are processed by its PSPs. These transactions are collected on a regular basis and are converted to U.S. dollars or euros within the short period of time between the recognition of revenue and cash collection on a regular basis, which limits the Company’s exposure to foreign currency risk. Amounts payable to merchants are denominated primarily in Renminbi (“RMB”) and other local currencies. 76% and 85% of the merchants payable amount was denominated in RMB as of December 31, 2021 and 2020, respectively. Transaction gains and losses, including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in interest and other income (expense), net on the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, the Company recognized net losses resulting from foreign exchange transactions of approximately $15 million, $26 million and $9 million, respectively, and recognized $2 million cumulative translation gain and $1 million cumulative translation loss in 2021 and 2020, respectively. Cumulative translation gains and losses for the year ended December 31, 2019 were insignificant. |
Derivative Instruments | Derivative Instruments The Company conducts business in certain foreign currencies throughout its worldwide operations, and various entities hold monetary assets or liabilities, earn revenues, or incur costs in currencies other than the entity’s functional currency. As a result, the Company is exposed to foreign exchange gains or losses which impact the Company’s operating results. As part of the Company’s foreign currency risk mitigation strategy, starting in 2020, the Company has entered into foreign exchange forward contracts with up to twelve months in duration. In accordance with the accounting standards for derivatives and hedging activities, all derivative instruments are recognized at fair value on the Company’s consolidated balance sheets and classified as either derivative assets or derivative liabilities. Derivatives in a gain position are reported as derivative assets, while derivatives in a loss position are reported as derivative liabilities. The Company’s derivatives transactions are not collateralized and do not include collateralization agreements with counterparties. Cash Flow Hedges The Company’s largest cash flow exposure is in RMB for payments made to merchants in China that use the Wish platform. The Company hedges these cash flow exposures to reduce the risk that its earnings and cash flows will be adversely affected by changes in exchange rates. The Company recognizes changes in fair value of these cash flow hedges of foreign currency denominated merchants payable in accumulated other comprehensive income in its consolidated balance sheets, until the Company settles its forecasted foreign currency denominated merchants payable. When the forecasted transaction affects earnings, the Company reclassifies the related gain or loss on the cash flow hedge to core marketplace revenue. All amounts in other comprehensive income at period end are expected to be reclassified to earnings within 12 months. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, the Company reclassifies the gain or loss on the related cash flow hedge from accumulated other comprehensive income to core marketplace revenue. For the years ended December 31, 2021 and 2020, there were no net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions that did not occur. Non-Designated Hedges The Company’s derivatives not designated as hedging instruments consist of foreign currency forward contracts to The Company does not use derivative financial instruments for speculative or trading purposes. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income (expense), net as necessary. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized holding gains or losses related to derivative instruments, foreign currency translation and unrealized gain or loss on marketable securities. |
Accounting Pronouncements | Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material impact is expected on the consolidated financial statements as a result of future adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Disaggregated Revenue | The following table shows the disaggregated revenue for the applicable periods: Year Ended December 31, 2021 2020 2019 (in millions) Core marketplace revenue $ 1,177 $ 1,827 $ 1,473 ProductBoost revenue 165 200 291 Marketplace revenue 1,342 2,027 1,764 Logistics revenue 743 514 137 Revenue $ 2,085 $ 2,541 $ 1,901 |
Schedule of PSPs Each Represented 10% or More of Funds Receivable Balance | The following PSPs each represented 10% or more of the Company’s funds receivable balance: December 31, 2021 2020 PSP 1 62 % 56 % PSP 2 32 % 27 % |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are generally as follows: Computers, equipment, software 3 years Furniture and fixtures, servers, networking equipment 5 years Leasehold improvements Shorter of the estimated useful life or remaining |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows: December 31, 2021 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 13 $ 13 $ — $ — Marketable securities: U.S. Treasury bills $ 53 $ — $ 53 $ — Commercial paper 39 — 39 — Corporate bonds 57 — 57 — Certificates of deposit 5 — 5 — Non-U.S. government 13 — 13 — Total marketable securities $ 167 $ — $ 167 $ — Prepaid and other current assets: Derivative assets $ 4 $ — $ 4 $ — Total financial assets $ 184 $ 13 $ 171 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 1 $ — $ 1 $ — Total financial liabilities $ 1 $ — $ 1 $ — December 31, 2020 Total Level 1 Level 2 Level 3 (in millions) Financial assets: Cash equivalents: Money market funds $ 35 $ 35 $ — $ — U.S. Treasury bills 30 — 30 — Commercial paper 9 — 9 — Total cash equivalents $ 74 $ 35 $ 39 $ — Marketable securities: U.S. Treasury bills $ 38 $ — $ 38 $ — Commercial paper 49 — 49 — Corporate bonds 81 — 81 — Total marketable securities $ 168 $ — $ 168 $ — Prepaid and other current assets: Derivative assets $ 3 $ — $ 3 $ — Total financial assets $ 245 $ 35 $ 210 $ — Financial liabilities: Accrued liabilities: Derivative liabilities $ 4 $ — $ 4 $ — Total financial liabilities $ 4 $ — $ 4 $ — |
Schedule of Contractual Maturities of Marketable Securities | The following table summarizes the contractual maturities of the Company’s marketable securities: December 31, 2021 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value (in millions) Due within one year $ 150 $ 150 $ 164 $ 164 Due after one year through five years 17 17 4 4 Total marketable securities $ 167 $ 167 $ 168 $ 168 |
Schedule of Changes in Estimated Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the estimated fair value of the Company’s Level 3 financial liabilities, consisting solely of redeemable convertible preferred stock warrant liability, which was measured at fair value on a recurring basis until its IPO: December 31, 2021 2020 (in millions) Balance at beginning of period $ — $ 127 Remeasurement of redeemable convertible preferred stock warrant liability — 110 Reclassification of redeemable convertible preferred stock warrant upon the IPO — (237 ) Balance at end of period $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2021 2020 (in millions) Vendor services (1) $ 43 $ 121 Deferred revenue (2) 9 37 Wish Cash liability (3) 20 48 Sales and indirect taxes payable 26 31 Other 76 130 Total accrued liabilities $ 174 $ 367 (1) Vendor services decreased by $78 million or 64% primarily due to the Company’s decision to significantly reduce digital advertising expenditures as well as lower logistics related costs arising from lower shipping volumes during the fourth quarter of 2021 compared to the fourth quarter of 2020. (2) Deferred revenue decreased by $28 million or 76% primarily due to lower logistics volumes during the fourth quarter of 2021 compared to the fourth quarter of 2020. (3) While the Company will continue to honor all Wish Cash presented for payment, it may determine the likelihood of redemption to be remote for certain Wish Cash liability balances due to, among other things, long periods of inactivity. In these circumstances, to the extent the Company determines there is no requirement for remitting Wish Cash balances to government agencies under unclaimed property laws, the portion of Wish Cash liability balances not expected to be redeemed are recognized in Core marketplace revenue. The Company recognized approximately $29 and $5 million of Wish Cash liability breakage in Core marketplace revenue during the years ended December 31, 2021 and 2020, respectively. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Total Gross Notional Amounts of Outstanding Derivatives | Total gross notional amounts for outstanding derivatives (recognized at fair value) as of the end of period consist of the following: December 31, 2021 December 31, 2020 (in millions) Cash flow hedges $ 320 $ 600 Non-designated hedges 54 422 Total $ 374 $ 1,022 |
Schedule of Fair Value of Derivative Financial Instruments | Fair Value of Derivative Financial Instruments December 31, 2021 December 31, 2020 Assets (1) Liabilities (2) Assets (1) Liabilities (2) (in millions) Derivative designated as hedging instruments Cash flow hedges $ 2 $ — $ 3 $ 2 Derivative not designated as hedging instruments Foreign currency forward contracts $ 2 $ 1 $ — $ 2 Total derivatives $ 4 $ 1 $ 3 $ 4 (1) Derivative assets are included in prepaid and other current assets in the consolidated balance sheet. (2) Derivative liabilities are included in accrued liabilities in the consolidated balance sheet. |
Schedule of Changes in Accumulated Other Comprehensive Income | The changes in accumulated other comprehensive income resulting from cash flow hedging were as follows: December 31, December 31, 2021 2020 (in millions) Balance at the beginning of the period $ 2 $ — Other comprehensive income before reclassifications 22 9 Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income (22 ) (7 ) Balance at the end of the period $ 2 $ 2 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Costs | The components of the Company’s lease costs were as follows: Year Ended December 31, 2021 2020 2019 (in millions) Operating lease costs $ 13 $ 13 $ 12 Short-term lease costs — 1 1 Variable costs 2 1 1 Total $ 15 $ 15 $ 14 |
Supplemental Cash Flow Information for Operating Leases | Supplemental cash flow information for the Company’s operating leases were as follows: Year Ended December 31, 2021 2020 (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15 $ 14 Right-of-use assets obtained in exchange for new lease liabilities $ — $ 12 |
Maturities of Operating Lease Liabilities | The maturities of the Company’s operating lease liabilities are as follows: December 31, 2021 Year ending December 31, (in millions) 2022 9 2023 8 2024 7 2025 3 Total lease payments 27 Less: imputed interest (2 ) Present value of lease liabilities $ 25 |
Common Stock and Stock-Based _2
Common Stock and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Equity Plans and Related Information | A summary of activity under the equity plans and related information is as follows: Options Outstanding RSUs Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In Years) Number of RSUs (in millions) (in millions) Balances at December 31, 2020 75 $ 0.234 3.2 30 Granted — $ — 37 Vested — $ — (11 ) Exercised (29 ) $ 0.209 — Forfeited or cancelled (1 ) $ 0.032 (8 ) Balances at December 31, 2021 (1) 45 $ 0.254 2.5 48 (1) Outstanding RSUs as of December 31, 2021 include 11 million PSUs. |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense included in the consolidated statements of operations is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Cost of revenue $ 20 $ 35 $ — Sales and marketing 12 23 — Product development 59 118 — General and administrative 50 214 2 Total stock-based compensation $ 141 $ 390 $ 2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss (Income) Before Provision for Income Taxes | The components of loss (income) before provision for income taxes are as follows: Year Ended December 31, 2021 2020 2019 (in millions) Domestic $ 422 $ 757 $ 130 Foreign (71 ) (14 ) (2 ) Loss before provision for income taxes $ 351 $ 743 $ 128 |
Reconciliation of Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes | The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following: Years Ended December 31, 2021 2020 2019 (in millions) Federal benefit at statutory rate $ (73 ) $ (157 ) $ (27 ) Stock-based compensation (68 ) 36 (1 ) Foreign rate differential (5 ) (2 ) — Non-deductible warrant valuation — 23 1 Other — — 1 Change in valuation allowance 156 102 27 Total provision for income taxes $ 10 $ 2 $ 1 |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are as follows: December 31, 2021 2020 (in millions) Deferred tax assets: Net operating loss carryforwards $ 466 $ 289 Lease liabilities 5 11 Reserves and accruals not currently deductible 62 50 Stock-based compensation 19 47 Total gross deferred tax assets 552 397 Less: valuation allowance (546 ) (384 ) Total deferred tax assets, net of valuation allowance 6 13 Deferred tax liabilities: Property and equipment, including right-of-use assets (3 ) (8 ) Other — (2 ) Total gross deferred tax liabilities (3 ) (10 ) Net deferred tax assets $ 3 $ 3 |
Summary of Deferred Tax Asset Valuation Allowance | The table below details the activity of the deferred tax asset valuation allowance: Balance at Beginning of Period Additions Deductions Balance at End of Period (in millions) Year ended December 31, 2021 Deferred tax assets valuation allowance $ 384 $ 162 $ — $ 546 Year ended December 31, 2020 Deferred tax assets valuation allowance $ 282 $ 102 $ — $ 384 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Years Ended December 31, 2021 2020 2019 (in millions) Balance at January 1 $ — $ — $ — Additions for tax positions of prior years 1 — — Balance at December 31 $ 1 $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2021 2020 2019 (in millions, except per share data) Numerator: Net loss $ (361 ) $ (745 ) $ (129 ) Less: deemed dividend to convertible preferred stockholders — — (7 ) Net loss attributable to common stockholders $ (361 ) $ (745 ) $ (136 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 629 127 104 Net loss per share attributable to common stockholders, basic and diluted $ (0.57 ) $ (5.87 ) $ (1.31 ) |
Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss 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: As of December 31, 2021 2020 2019 (in millions) Redeemable convertible preferred stock, all series — — 422 Series B warrant — — 10 Warrant to purchase common stock — 1 1 Common stock options outstanding 45 75 80 Unvested restricted stock units outstanding (1) 48 30 44 Employee stock purchase plan 4 — — Total 97 106 557 (1) Unvested RSUs outstanding as of December 31, 2021 and 2020 included 11 and 10 million of outstanding PSUs, respectively. No PSUs outstanding as of December 31, 2019. |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenue by Geographic Area | Core marketplace revenue by geographic area based on the ship-to address of the user is as follows: Year Ended December 31, 2021 2020 2019 (in millions) Europe $ 542 46 % $ 833 46 % $ 716 49 % North America (1) 470 40 % 735 40 % 566 38 % South America 50 4 % 90 5 % 72 5 % Other 115 10 % 169 9 % 119 8 % Core marketplace revenue ( 2 ) $ 1,177 100 % $ 1,827 100 % $ 1,473 100 % (1) United States accounted for $389 million, $614 million, $472 million of core marketplace revenue for the years ended December 31, 2021, 2020 and 2019, respectively. (2) Core marketplace revenue for the years ended December 31, 2021 and 2020 included approximately $22 and $7 million of net gains from the Company’s cash flow hedging program, respectively. It did not have a hedging program prior to 2020. |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | Dec. 04, 2020 | Dec. 31, 2020USD ($)ClassVote$ / sharesshares | Dec. 31, 2021 | Dec. 31, 2020USD ($)Class$ / shares |
Class Of Stock [Line Items] | ||||
Entity Incorporation, State or Country Code | DE | |||
Entity incorporation, date | Jun. 30, 2010 | |||
Net proceeds from Issuance of stock | $ | $ 1,052 | |||
Common stock, voting rights description | the Company has two classes of authorized common stock, Class A common stock, which entitles holders to one vote per share, and Class B common stock which entitles holders to 20 votes per share. | |||
Number of authorized common stock classes | Class | 2 | 2 | ||
Stock split description | On December 4, 2020, the Company effected a 10-for-1 stock split of its capital stock. All share and per share information have been retroactively adjusted to reflect the stock split for all periods presented. | |||
Stock split, conversion ratio | 0.1 | |||
Class A Common Stock | ||||
Class Of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock into common stock upon IPO, Shares | shares | 422 | |||
Convertible preferred stock, terms of conversion description | Upon closing of the Company’s IPO, all outstanding shares of its convertible preferred stock automatically converted into 422 million shares of Class A common stock on a one-to-one basis. | |||
Convertible preferred stock, conversion percentage | 100.00% | |||
Common stock issued upon exercise of redeemable convertible preferred stock warrant | shares | 10 | |||
Number of vote per share | Vote | 1 | |||
Class A Common Stock | Series H Redeemable Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Conversion of redeemable convertible preferred stock into common stock upon IPO, Shares | shares | 1 | |||
Class A Common Stock | IPO | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock upon IPO, net of issuance costs, Shares | shares | 46 | |||
Shares price per share | $ / shares | $ 24 | $ 24 | ||
Net proceeds from Issuance of stock | $ | $ 1,100 | |||
Underwriting discounts and commissions | $ | 52 | |||
Offering costs | $ | $ 6 | |||
Class B Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of vote per share | Vote | 20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)SegmentLease | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable segment | Segment | 1 | ||
Advertising expense | $ 1,000,000,000 | $ 1,600,000,000 | $ 1,400,000,000 |
Percentage of concentrations of risk, cash and cash equivalents | 15.00% | 7.00% | |
Number of finance leases outstanding | Lease | 0 | ||
Percentage of merchants payable amount denominated in RMB | 76.00% | 85.00% | |
Net losses resulting from foreign exchange transactions | $ 15,000,000 | $ 26,000,000 | $ 9,000,000 |
Cumulative translation gain (loss) | 2,000,000 | (1,000,000) | |
Core Marketplace | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net gains or losses recognized in core marketplace revenue | $ 0 | $ 0 | |
Foreign Exchange Forward Contracts | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Derivative contract term | 12 months | ||
Restricted Stock Units (RSUs) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Award requisite service period | 4 years | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Original maturities of marketable securities | 90 days | ||
Minimum | Restricted Stock Units (RSUs) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Award service condition satisfaction period | 4 years | ||
Maximum | Restricted Stock Units (RSUs) | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Award service condition satisfaction period | 5 years | ||
United States | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of cash and cash equivalents | 83.00% | 92.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Disaggregated Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 2,085 | $ 2,541 | $ 1,901 |
Core Marketplace Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 1,177 | 1,827 | 1,473 |
ProductBoost Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 165 | 200 | 291 |
Marketplace Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 1,342 | 2,027 | 1,764 |
Logistics Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 743 | $ 514 | $ 137 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of PSPs Each Represented 10% or More of Funds Receivable Balance (Details) - Funds Receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PSP 1 | ||
Concentration Risk [Line Items] | ||
Percentage of funds receivable balance | 62.00% | 56.00% |
PSP 2 | ||
Concentration Risk [Line Items] | ||
Percentage of funds receivable balance | 32.00% | 27.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers, Equipment, Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures, Servers, Networking Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | Shorter of the estimated useful life or remaining lease term |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurement - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Financial assets: | ||
Cash equivalents | $ 74 | |
Marketable securities | $ 167 | 168 |
Derivative assets | 4 | 3 |
Total financial assets | 184 | 245 |
Financial liabilities: | ||
Derivative liabilities | 1 | 4 |
Total financial liabilities | 1 | 4 |
Level 1 | ||
Financial assets: | ||
Cash equivalents | 35 | |
Total financial assets | 13 | 35 |
Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Cash equivalents | 39 | |
Marketable securities | 167 | 168 |
Derivative assets | 4 | 3 |
Total financial assets | 171 | 210 |
Financial liabilities: | ||
Derivative liabilities | 1 | 4 |
Total financial liabilities | 1 | 4 |
Money Market Funds | ||
Financial assets: | ||
Cash equivalents | 13 | 35 |
Money Market Funds | Level 1 | ||
Financial assets: | ||
Cash equivalents | 13 | 35 |
US Treasury Securities | ||
Financial assets: | ||
Cash equivalents | 30 | |
Marketable securities | 53 | 38 |
US Treasury Securities | Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Cash equivalents | 30 | |
Marketable securities | 53 | 38 |
Certificates of Deposit | ||
Financial assets: | ||
Marketable securities | 5 | |
Certificates of Deposit | Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Marketable securities | 5 | |
Commercial Paper | ||
Financial assets: | ||
Cash equivalents | 9 | |
Marketable securities | 39 | 49 |
Commercial Paper | Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Cash equivalents | 9 | |
Marketable securities | 39 | 49 |
Debt Security, Government, Non-US | ||
Financial assets: | ||
Marketable securities | 13 | |
Debt Security, Government, Non-US | Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Marketable securities | 13 | |
Corporate Bonds | ||
Financial assets: | ||
Marketable securities | 57 | 81 |
Corporate Bonds | Fair Value, Inputs, Level 2 | ||
Financial assets: | ||
Marketable securities | $ 57 | $ 81 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurement - Schedule of Contractual Maturities of Marketable Securities (Details) - Recurring - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due within one year | $ 150 | $ 164 |
Due after one year through five years | 17 | 4 |
Total marketable securities | 167 | 168 |
Estimated Fair Value | ||
Due within one year | 150 | 164 |
Due after one year through five years | 17 | 4 |
Total marketable securities | $ 167 | $ 168 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurement - Schedule of Changes in Estimated Fair Value of Level 3 Financial Liabilities (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at beginning of period | $ 127 |
Remeasurement of redeemable convertible preferred stock warrant liability | 110 |
Reclassification of redeemable convertible preferred stock warrant upon the IPO | $ (237) |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 15, 2020 | Aug. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Redeemable convertible preferred stock fair value per share | $ 24 | |
Series B Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant to purchase shares of common stock | $ 10 | |
Warrants exrcise price | $ 0.00001 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Vendor services | $ 43 | $ 121 |
Deferred revenue | 9 | 37 |
Wish Cash liability | 20 | 48 |
Sales and indirect taxes payable | 26 | 31 |
Other | 76 | 130 |
Total accrued liabilities | $ 174 | $ 367 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |||
Decrease in vendor services | $ 78 | ||
Percentage of decrease in vendor services due to significantly reduce digital advertising expenditures and lower logistics costs | 64.00% | ||
Decrease in deferred revenue | $ 28 | ||
Percentage of decrease in deferred revenue due to to lower logistics volumes | 76.00% | ||
Unredeemable wish cash balances in core marketplace revenue | $ 29 | $ 5 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Net gains on change in fair value of foreign exchange forward contracts | $ 21 | $ 7 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Summary of Total Gross Notional Amounts of Outstanding Derivatives (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | $ 374,000,000 | $ 1,022,000,000 |
Designated Hedges | Cash Flow Hedges | ||
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | 320,000,000 | 600,000,000 |
Non-designated Hedges | ||
Derivatives Fair Value [Line Items] | ||
Total gross notional amounts of outstanding derivatives | $ 54,000,000 | $ 422,000,000 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | $ 4 | $ 3 |
Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | 1 | 4 |
Designated Hedges | Cash Flow Hedges | Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | 2 | 3 |
Designated Hedges | Cash Flow Hedges | Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | 2 | |
Non-designated Hedges | Foreign Exchange Forward Contracts | Prepaid and Other Current Assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative assets | 2 | |
Non-designated Hedges | Foreign Exchange Forward Contracts | Accrued Liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative liabilities | $ 1 | $ 2 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | ||
Balance at the beginning of the period | $ 2 | |
Other comprehensive income before reclassifications | 22 | $ 9 |
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income | (22) | (7) |
Balance at the end of the period | $ 2 | $ 2 |
Operating Leases - Components o
Operating Leases - Components of Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 13 | $ 13 | $ 12 |
Short-term lease costs | 1 | 1 | |
Variable costs | 2 | 1 | 1 |
Total | $ 15 | $ 15 | $ 14 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Operating lease, ROU assets | $ 18 | $ 43 |
Operating lease, liabilities current | $ 9 | $ 14 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Operating lease liabilities, noncurrent | $ 16 | $ 38 |
Weighted-average remaining lease term | 3 years | 4 years |
Weighted-average discount rate | 6.00% | 6.00% |
General and Administrative Expenses | ||
Lessee Lease Description [Line Items] | ||
Impairment and termination related charges | $ 6 |
Operating Leases - Supplemental
Operating Leases - Supplemental Cash Flow Information for Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 15 | $ 14 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 12 |
Operating Leases - Maturities o
Operating Leases - Maturities of Operating Lease Liabilities (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 9 |
2023 | 8 |
2024 | 7 |
2025 | 3 |
Total lease payments | 27 |
Less: imputed interest | (2) |
Present value of lease liabilities | $ 25 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 01, 2019USD ($) | Nov. 30, 2020USD ($) | Dec. 31, 2021USD ($)Case |
Commitments And Contingencies Disclosure [Line Items] | |||
Number of putative class action lawsuits | 4 | ||
Number of cases dismissed by plaintiff | Case | 1 | ||
Colocation and Cloud Services Arrangement | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Purchase commitment amount | $ 120,000,000 | ||
Purchase commitment, period | 3 years | ||
Purchase obligations, remaining commitment | $ 16,000,000 | ||
Revolving Credit Facility | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Minimum liquidity financial covenant | 350,000,000 | ||
Standby letter of credit | 7,000,000 | ||
Borrowings under credit facility | $ 0 | ||
Senior Secured Debt | Revolving Credit Facility | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Senior secured revolving credit facility, term | 5 years | ||
Senior secured revolving credit facility | $ 280,000,000 | ||
Commitment fee percentage on unused portion of aggregate commitments | 0.25% | ||
Commitment fee percentage | 1.50% | ||
Senior Secured Debt | Revolving Credit Facility | Maximum | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Aggregate commitments | $ 100,000,000 | ||
Senior Secured Debt | Revolving Credit Facility | Adjusted LIBOR | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Revolving credit facility, variable interest rate | 1.50% | ||
Senior Secured Debt | Revolving Credit Facility | Alternative Base Rate | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Revolving credit facility, variable interest rate | 0.50% |
Common Stock and Stock-Based _3
Common Stock and Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
May 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2019$ / sharesshares | Nov. 30, 2020USD ($) | Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 20, 2021$ / shares | Nov. 19, 2019shares | Dec. 31, 2018shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized | 3,500,000,000 | 3,500,000,000 | 3,500,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 587,000,000 | 658,000,000 | 587,000,000 | |||||||
Common stock, shares outstanding | 587,000,000 | 658,000,000 | 587,000,000 | |||||||
Stock-based compensation expense | $ | $ 141,000,000 | $ 390,000,000 | $ 2,000,000 | |||||||
Common stock shares purchased | 1,000,000 | |||||||||
'Share based compensation expense | $ | $ 7,000,000 | |||||||||
Number of Options, Granted | 0 | 0 | 0 | |||||||
Aggregate intrinsic value of options exercised | $ | $ 161,000,000 | $ 76,000,000 | $ 8,000,000 | |||||||
Aggregate intrinsic value of options outstanding | $ | $ 1,300,000,000 | $ 129,000,000,000 | 1,300,000,000 | |||||||
Executive | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
'Share based compensation expense | $ | $ 10,000,000 | |||||||||
Restricted Stock Units (RSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Equity awards outstanding | 30,000,000 | 48,000,000 | 30,000,000 | |||||||
Shares vested | 11,000,000 | 0 | ||||||||
'Share based compensation expense | $ | $ 0 | |||||||||
Weighted average grant date fair value, granted | $ / shares | $ 9.71 | $ 16.99 | $ 11.55 | |||||||
Aggregate intrinsic value vested | $ | $ 83,000,000 | $ 714,000,000 | ||||||||
Aggregate intrinsic value of RSUs outstanding | $ | $ 550,000,000 | $ 117,000,000 | 550,000,000 | |||||||
Number of Restricted Stock Units, Granted | 37,000,000 | |||||||||
Unrecognized compensation expenses, recognition period | 2 years 10 months 24 days | |||||||||
Unrecognized compensation expenses | $ | $ 287,000,000 | |||||||||
Restricted Stock Units (RSUs) | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award service condition satisfaction period | 4 years | |||||||||
Restricted Stock Units (RSUs) | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award service condition satisfaction period | 5 years | |||||||||
Restricted Stock Units (RSUs) | IPO | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
'Share based compensation expense | $ | $ 379,000,000 | |||||||||
Performance-Based Units (PSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
'Share based compensation expense | $ | $ 20,000,000 | $ 1,000,000 | ||||||||
Number of Restricted Stock Units, Granted | 11,000,000 | |||||||||
Stock price volatility | 42.28% | |||||||||
Expected term | 7 years | |||||||||
Risk-free rate | 0.67% | |||||||||
Dividend yield | 0.00% | |||||||||
Remaining outstanding balance | 10,000,000 | |||||||||
Unrecognized compensation expenses | $ | $ 57,000,000 | |||||||||
Unrecognized compensation expenses, recognition period | 3 years | |||||||||
Unrecognized compensation expenses | $ | $ 62,000,000 | |||||||||
Performance-Based Units (PSUs) | Executive Chair | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Repurchase price per share | $ / shares | $ 12.07 | |||||||||
Share-based payment award, description | The award will be eligible to vest if the Company’s average closing stock price over the 30-calendar day period immediately preceding May 15, 2023 (the “Performance Measurement Date”) equals or exceeds a threshold of 149% of the Company’s closing stock price of $12.07 on April 20, 2021, with a maximum level of vesting of 200% based on a maximum stock price achievement level of 298%. | |||||||||
Weighted average grant date fair value, granted | $ / shares | $ 9.94 | |||||||||
Number of Restricted Stock Units, Granted | 1,000,000 | |||||||||
Stock price volatility | 75.00% | |||||||||
Expected term | 2 years | |||||||||
Risk-free rate | 0.16% | |||||||||
Dividend yield | 0.00% | |||||||||
Performance measurement date | May 15, 2023 | |||||||||
Awards vesting maximum stock price achievement level of percentage | 298.00% | |||||||||
Performance-Based Units (PSUs) | Minimum | Executive Chair | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
'Share based compensation expense | $ | $ 3,000,000 | |||||||||
Remaining outstanding balance | 1,000,000 | |||||||||
Unrecognized compensation expenses | $ | $ 5,000,000 | |||||||||
Unrecognized compensation expenses, recognition period | 1 year 4 months 24 days | |||||||||
Awards vesting percentage | 149.00% | |||||||||
Performance-Based Units (PSUs) | Maximum | Executive Chair | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Awards vesting percentage | 200.00% | |||||||||
2010 Equity Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Equity awards outstanding | 135,000,000 | 135,000,000 | ||||||||
Share-based payment award, description | Employees generally forfeit their rights to exercise vested options after three months following their termination of employment or 6 or 12 months in the event of termination of services by reason of disability or death, respectively. | |||||||||
Termination month and year of incentive plan | 2020-12 | |||||||||
2010 Equity Incentive Plan | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based payment award, termination period | 6 months | |||||||||
2010 Equity Incentive Plan | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based payment award, termination period | 12 months | |||||||||
2010 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares vested | 30,000,000 | |||||||||
Award, expiration period | 7 years | |||||||||
2010 Equity Incentive Plan | Restricted Stock Units (RSUs) | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award service condition satisfaction period | 4 years | |||||||||
2010 Equity Incentive Plan | Restricted Stock Units (RSUs) | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award service condition satisfaction period | 5 years | |||||||||
2010 Equity Incentive Plan | Restricted Stock Units (RSUs) | IPO | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award, expiration period | 180 days | |||||||||
2020 Equity Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incentive plan approval date | Nov. 19, 2020 | |||||||||
Common stock shares outstanding percentage | 5.00% | |||||||||
Number of shares available for grant | 10,000,000 | |||||||||
2020 Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incentive plan approval date | Nov. 19, 2020 | |||||||||
Common stock shares outstanding percentage | 1.00% | |||||||||
Shares reserve for issuance | 6,000,000 | 8,000,000 | ||||||||
Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
'Share based compensation expense | $ | $ 10,000,000 | |||||||||
Compensation expense recognition date | Nov. 20, 2023 | |||||||||
Chief Executive Officer | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | $ | $ 2,000,000 | |||||||||
Chief Executive Officer | Performance-Based Units (PSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expenses, recognition period | 3 years 1 month 6 days | |||||||||
Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares outstanding | 587,000,000 | 658,000,000 | 587,000,000 | 103,000,000 | 104,000,000 | |||||
Repurchase of stock, shares | 2,000,000 | |||||||||
Common Stock | Chief Executive Officer | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Repurchase of stock, shares | 1,000,000 | |||||||||
Repurchase price per share | $ / shares | $ 12.17 | |||||||||
Class A Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 478,000,000 | 593,000,000 | 478,000,000 | |||||||
Common stock, shares outstanding | 478,000,000 | 593,000,000 | 478,000,000 | |||||||
Number of votes | Vote | 1 | |||||||||
Class A Common Stock | 2010 Equity Incentive Plan | Performance-Based Units (PSUs) | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Weighted average grant date fair value, granted | $ / shares | $ 7.76 | |||||||||
Number of Restricted Stock Units, Granted | 10,000,000 | |||||||||
Class A Common Stock | 2020 Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Share-based payment award, description | The 2020 ESPP provides for 24-month offering periods, generally beginning in November and May of each year, and each offering period consists of four six-month purchase periods. | |||||||||
Percentage of eligible compensation to purchase shares at discount | 15.00% | |||||||||
Maximum eligible compensation to purchase shares at discount | $ | $ 25,000 | |||||||||
Maximum number of shares eligible to purchase by an employee on purchase date | 2,500 | |||||||||
Share based compensation purchase plan offering period | 24 months | |||||||||
Class A Common Stock | Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Percentage of price per share | 85.00% | |||||||||
Class B Common Stock | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 109,000,000 | 65,000,000 | 109,000,000 | |||||||
Common stock, shares outstanding | 109,000,000 | 65,000,000 | 109,000,000 | |||||||
Number of votes | Vote | 20 |
Common Stock and Stock-Based _4
Common Stock and Stock-Based Compensation- Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Beginning balance | 75,000,000 | ||
Number of Options, Granted | 0 | 0 | 0 |
Number of Options, Exercised | (29,000,000) | ||
Number of Options, Forfeited or cancelled | (1,000,000) | ||
Number of Options, Ending balance | 45,000,000 | 75,000,000 | |
Weighted-Average Exercise Price, Beginning balance | $ 0.234 | ||
Weighted-Average Exercise Price, Exercised | 0.209 | ||
Weighted-Average Exercise Price, Forfeited or cancelled | 0.032 | ||
Weighted-Average Exercise Price, Ending balance | $ 0.254 | $ 0.234 | |
Weighted-Average Remaining Contractual Term | 2 years 6 months | 3 years 2 months 12 days | |
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Restricted Stock Units, Beginning balance | 30,000,000 | ||
Number of Restricted Stock Units, Granted | 37,000,000 | ||
Number of Restricted Stock Units, Vested | (11,000,000) | 0 | |
Number of Restricted Stock Units, Forfeited or cancelled | (8,000,000) | ||
Number of Restricted Stock Units, Ending balance | 48,000,000 | 30,000,000 |
Common Stock and Stock-Based _5
Common Stock and Stock-Based Compensation- Summary of Activity Under Equity Plans and Related Information (Parenthetical) (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2021shares | |
Performance-Based Units (PSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Granted | 11 |
Common Stock and Stock-Based _6
Common Stock and Stock-Based Compensation- Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 141 | $ 390 | $ 2 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 20 | 35 | |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 12 | 23 | |
Product Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 59 | 118 | |
General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 50 | $ 214 | $ 2 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss (Income) Before Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 422 | $ 757 | $ 130 |
Foreign | (71) | (14) | (2) |
Loss before provision for income taxes | $ 351 | $ 743 | $ 128 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Provision for income taxes | $ 10,000,000 | $ 2,000,000 | $ 1,000,000 |
Current foreign tax expense | 10,000,000 | 5,000,000 | |
Deferred income tax benefit | 0 | 3,000,000 | |
Increase of valuation allowance | 162,000,000 | 102,000,000 | |
Unrecognized tax benefits would affect effective tax rate | 1,000,000 | ||
Unrecognized tax benefits interest or penalties | $ 0 | $ 0 | $ 0 |
Federal | |||
Income Taxes [Line Items] | |||
Open for examination tax period | 3 years | ||
State | |||
Income Taxes [Line Items] | |||
Open for examination tax period | 4 years | ||
Tax Period begin to expire in 2030 through 2037 | Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 886,000,000 | ||
Unlimited Carryover Period | Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 1,300,000,000 | ||
Unlimited Carryover Period | State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 1,300,000,000 | ||
Tax Period begin to expire in 2029 through 2041 | State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 4,300,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal benefit at statutory rate | $ (73) | $ (157) | $ (27) |
Stock-based compensation | (68) | 36 | (1) |
Foreign rate differential | (5) | (2) | |
Non-deductible warrant valuation | 23 | 1 | |
Other | 1 | ||
Change in valuation allowance | 156 | 102 | 27 |
Total provision for income taxes | $ 10 | $ 2 | $ 1 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 466 | $ 289 |
Lease liabilities | 5 | 11 |
Reserves and accruals not currently deductible | 62 | 50 |
Stock-based compensation | 19 | 47 |
Total gross deferred tax assets | 552 | 397 |
Less: valuation allowance | (546) | (384) |
Total deferred tax assets, net of valuation allowance | 6 | 13 |
Deferred tax liabilities: | ||
Property and equipment, including right-of-use assets | (3) | (8) |
Other | (2) | |
Total gross deferred tax liabilities | (3) | (10) |
Net deferred tax assets | $ 3 | $ 3 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Balance at Beginning of Period | $ 384 | $ 282 |
Additions | 162 | 102 |
Balance at End of Period | $ 546 | $ 384 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Additions for tax positions of prior years | $ 1 |
Balance at December 31 | $ 1 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (361) | $ (745) | $ (129) |
Less: deemed dividend to convertible preferred stockholders | (7) | ||
Net loss attributable to common stockholders | $ (361) | $ (745) | $ (136) |
Denominator: | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 629 | 127 | 104 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.57) | $ (5.87) | $ (1.31) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 97 | 106 | 557 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 422 | ||
Series B Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 10 | ||
Warrant to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 1 | 1 | |
Common Stock Options Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 45 | 75 | 80 |
Unvested Restricted Stock Units Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 48 | 30 | 44 |
Employee Stock Purchase Plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 4 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details) - shares shares in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
PSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Unvested share outstanding | 11 | 10 |
Geographical Information - Summ
Geographical Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 2,085 | $ 2,541 | $ 1,901 |
Core Marketplace Revenue | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 1,177 | $ 1,827 | $ 1,473 |
Core Marketplace Revenue | Revenue | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue percentage | 100.00% | 100.00% | 100.00% |
Core Marketplace Revenue | Europe | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 542 | $ 833 | $ 716 |
Core Marketplace Revenue | Europe | Revenue | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue percentage | 46.00% | 46.00% | 49.00% |
Core Marketplace Revenue | North America | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 470 | $ 735 | $ 566 |
Core Marketplace Revenue | North America | Revenue | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue percentage | 40.00% | 40.00% | 38.00% |
Core Marketplace Revenue | South America | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 50 | $ 90 | $ 72 |
Core Marketplace Revenue | South America | Revenue | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue percentage | 4.00% | 5.00% | 5.00% |
Core Marketplace Revenue | Other | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 115 | $ 169 | $ 119 |
Core Marketplace Revenue | Other | Revenue | Geographic Concentration Risk | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue percentage | 10.00% | 9.00% | 8.00% |
Geographical Information - Su_2
Geographical Information - Summary of Revenue by Geographic Area (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 2,085 | $ 2,541 | $ 1,901 |
Core Marketplace Revenue | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | 1,177 | 1,827 | 1,473 |
Net gains from cash flow hedging program | 22 | 7 | |
Core Marketplace Revenue | United States | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Revenue | $ 389 | $ 614 | $ 472 |
Geographical Information - Addi
Geographical Information - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
United States | Long-lived Tangible Assets | Geographic Concentration Risk | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Long-lived tangible assets percentage | 85.00% | 87.00% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | Feb. 01, 2022USD ($) | Feb. 28, 2022Employee | Jan. 01, 2022USD ($)$ / sharesshares | Dec. 31, 2021shares |
Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Granted | 37 | |||
Performance-Based Units (PSUs) | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Granted | 11 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Restructuring plan, number of positions reduced, percentage | 15.00% | |||
Restructuring plan, number of positions reduced | Employee | 190 | |||
Subsequent Event | Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Shares price per share | $ / shares | $ 2.86 | |||
Award service condition satisfaction period | 4 years | |||
Award, expiration period | 10 years | |||
Subsequent Event | Restricted Stock Units (RSUs) | Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Number of Restricted Stock Units, Granted | 5 | |||
Restricted stock units, granted date fair value | $ | $ 13 | |||
Subsequent Event | Stock Options | Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Options to purchase of common stock | 6 | |||
Options to purchase of common stock grant date fair value | $ | $ 12 | |||
Subsequent Event | Performance-Based Units (PSUs) | Chief Executive Officer | ||||
Subsequent Event [Line Items] | ||||
Stock-based compensation expense reversal amount | $ | $ 21 | |||
Class A Common Stock | 2022 Inducement Plan | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate number of shares reserved for issuance | 12 |