0001564590-21-027024 | 10-Q | XBRL Viewer

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Accrued liabilities consist of the following:

	March 31,		December 31,
	2021		2020
	(in millions)
Vendor services	$	90	$	121
Deferred revenue		26		37
Wish Cash liability		48		48
Other		145		161
Total accrued liabilities	$	309	$	367

Equity Award Activity and Stock-Based Compensation - Summary of Valuation Assumption Used to Determine Fair Value of Shares to be Purchased Under 2020 Employee Stock Purchase Plan ("ESPP") (Details) - 2020 Employee Stock Purchase Plan	3 Months Ended
	Mar. 31, 2021 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate, minimum	0.09%
Risk free interest rate, maximum	0.13%
Volatility, minimum	46.45%
Volatility, maximum	62.28%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	4 months 17 days
Estimated fair value per ESPP share	$ 4.14
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	1 year 10 months 17 days
Estimated fair value per ESPP share	$ 8.05

Equity Award Activity and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares shares in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance	75
Number of Options, Exercised	(2)
Number of Options, Ending balance	73	75
Weighted-Average Exercise Price, Beginning balance	$ 0.234
Weighted-Average Exercise Price, Exercised	0.154
Weighted-Average Exercise Price, Ending balance	$ 0.236	$ 0.234
Weighted-Average Remaining Contractual Term	3 years	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
Number of Restricted Stock Units, Granted	1
Number of Restricted Stock Units, Vested	(3)
Number of Restricted Stock Units, Ending balance	28	30

Disaggregation of Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Summary of Disaggregated Revenue

The following table shows the disaggregated revenue for the applicable periods:

	Three Months Ended
	March 31,
	2021		2020
	(in millions)
Core marketplace revenue	$	477	$	340
ProductBoost revenue		50		44
Marketplace revenue		527		384
Logistics revenue		245		56
Revenue	$	772	$	440

Geographical Information - Additional Information (Details)	3 Months Ended	12 Months Ended
	Mar. 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	87.00%	87.00%

Derivative Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Prepaid and Other Current Assets
Derivatives Fair Value [Line Items]
Derivative assets		$ 3
Accrued Liabilities
Derivatives Fair Value [Line Items]
Derivative liabilities	$ 2	4
Designated Hedges \| Cash Flow Hedges \| Prepaid and Other Current Assets
Derivatives Fair Value [Line Items]
Derivative assets		3
Designated Hedges \| Cash Flow Hedges \| Accrued Liabilities
Derivatives Fair Value [Line Items]
Derivative liabilities	$ 2	2
Non-designated Hedges \| Foreign Exchange Forward Contracts \| Accrued Liabilities
Derivatives Fair Value [Line Items]
Derivative liabilities		$ 2

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

NOTE 10. Net loss per share

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 anti-dilutive 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:

	Three Months Ended March 31,
	2021			2020
	(in millions, except per share data)
Numerator:
Net loss	$	(128	)	$	(66	)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		619			106
Net loss per share, basic and diluted	$	(0.21	)	$	(0.62	)

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 March 31,
	2021		2020
	(in millions)
Redeemable convertible preferred stock, all series		—		422
Series B warrant		—		10
Warrant to purchase common stock		1		1
Common stock options outstanding		73		77
Unvested RSUs outstanding⁽¹⁾		28		44
Employee Stock Purchase Plan		1		—
Total		103		554

(1)

Unvested RSUs outstanding as of March 31, 2021 included 10 million units of CEO Performance Award.

Derivative Financial Instruments - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions	$ 0
Net gains on change in fair value of foreign exchange forward contracts	$ 4,000,000
Maximum
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Derivative contract term	12 months
Foreign Exchange Forward Contracts \| Maximum
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Derivative contract term	12 months

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 7. COMMITMENTS AND CONTINGENCIES

Revolving Credit Facility

In November 2020, the Company entered into a five-year $280 million senior secured revolving credit facility (the “Revolving Credit Facility”) to, among other things, permit the Company to increase its aggregate commitments by up to $100 million, if an accordion option is exercised and provided the Company is able to secure additional lender commitments and satisfy certain other conditions, and to enter into letters of credit from time to time, which reduces its borrowing capacity under the Revolving Credit Facility. Interest on any borrowings under the Revolving Credit Facility accrues at either adjusted LIBOR plus 1.50% or at an alternative base rate plus 0.50%, at the Company’s election, and the Company is required to pay a commitment fee that accrues at 0.25% per annum on the unused portion of the aggregate commitments under the Revolving Credit Facility. The Company is required to pay a fee that accrues at 1.50% per annum on the average daily amount available to be drawn under any letters of credit outstanding under the Revolving Credit Facility.

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 $10 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 March 31, 2021, the Company had not made any borrowings under the Revolving Credit Facility and it was in compliance with the related covenants.

Purchase Obligations

During 2019, the Company amended a marketing arrangement which increased the total commitment under the agreement and extended the arrangement to July 31, 2021. As of March 31, 2021, the remaining commitment under the amended agreement was $5 million, which is payable in 2021.

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 March 31, 2021, the remaining commitment under this amended agreement was approximately $35 million and is payable within the next two years.

Legal Contingencies

As of March 31, 2021 and December 31, 2020, there were no 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.

Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended	3 Months Ended
	Dec. 31, 2020 USD ($) Vote $ / shares shares	Mar. 31, 2021 Class Segment
Class Of Stock [Line Items]
Entity Incorporation, State or Country Code		DE
Entity incorporation, date		Jun. 30, 2010
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
Number of operating segment \| Segment		1
Number of reportable segment \| Segment		1
Class A Common Stock
Class Of Stock [Line Items]
Number of vote per share \| Vote	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	$ 24.00
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

Equity Award Activity and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 37
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	5
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	3
Product Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	15
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 14

Balance Sheet Components

3 Months Ended

Mar. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

NOTE 4. BALANCE SHEET COMPONENTS

Accrued Liabilities

Accrued liabilities consist of the following:

	March 31,		December 31,
	2021		2020
	(in millions)
Vendor services	$	90	$	121
Deferred revenue		26		37
Wish Cash liability		48		48
Other		145		161
Total accrued liabilities	$	309	$	367

Disaggregation of Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue	$ 772	$ 440
Core Marketplace Revenue
Disaggregation Of Revenue [Line Items]
Revenue	477	340
ProductBoost Revenue
Disaggregation Of Revenue [Line Items]
Revenue	50	44
Marketplace Revenue
Disaggregation Of Revenue [Line Items]
Revenue	527	384
Logistics Revenue
Disaggregation Of Revenue [Line Items]
Revenue	$ 245	$ 56

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Accrued Liabilities Current [Abstract]
Vendor services	$ 90	$ 121
Deferred revenue	26	37
Wish Cash liability	48	48
Other	145	161
Total accrued liabilities	$ 309	$ 367

Net Loss Per Share (Tables)

3 Months Ended

Mar. 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:

	Three Months Ended March 31,
	2021			2020
	(in millions, except per share data)
Numerator:
Net loss	$	(128	)	$	(66	)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		619			106
Net loss per share, basic and diluted	$	(0.21	)	$	(0.62	)

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 March 31,
	2021		2020
	(in millions)
Redeemable convertible preferred stock, all series		—		422
Series B warrant		—		10
Warrant to purchase common stock		1		1
Common stock options outstanding		73		77
Unvested RSUs outstanding⁽¹⁾		28		44
Employee Stock Purchase Plan		1		—
Total		103		554

(1)

Unvested RSUs outstanding as of March 31, 2021 included 10 million units of CEO Performance Award.

Financial Instruments and Fair Value Measurement

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurement

Note 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 condensed 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:

	March 31, 2021
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	97	$	97	$	—	$	—
Marketable securities:
U.S. Treasury bills	$	35	$	—	$	35	$	—
Commercial paper		62		—		62		—
Corporate bonds		52		—		52		—
Non-US government		5		—		5		—
Total marketable securities	$	154	$	—	$	154	$	—
Total financial assets	$	251	$	97	$	154	$	—
Financial liabilities:
Accrued liabilities:
Derivative liabilities	$	2	$	—	$	2	$	—
Total financial liabilities	$	2	$	—	$	2	$	—

	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:

	March 31,				December 31,
	2021				2020
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	154	$	154	$	164	$	164
Due after one year through five years		—		—		4		4
Total marketable securities	$	154	$	154	$	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 March 31, 2021 and December 31, 2020 were immaterial.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Financial Instruments and Fair Value Measurement (Tables)

3 Months Ended

Mar. 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:

	March 31, 2021
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	97	$	97	$	—	$	—
Marketable securities:
U.S. Treasury bills	$	35	$	—	$	35	$	—
Commercial paper		62		—		62		—
Corporate bonds		52		—		52		—
Non-US government		5		—		5		—
Total marketable securities	$	154	$	—	$	154	$	—
Total financial assets	$	251	$	97	$	154	$	—
Financial liabilities:
Accrued liabilities:
Derivative liabilities	$	2	$	—	$	2	$	—
Total financial liabilities	$	2	$	—	$	2	$	—

	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:

	March 31,				December 31,
	2021				2020
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	154	$	154	$	164	$	164
Due after one year through five years		—		—		4		4
Total marketable securities	$	154	$	154	$	168	$	168

Derivative Financial Instruments - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Balance beginning of the period	$ 2
Other comprehensive income before reclassifications	7	$ 9
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income	$ (9)	(7)
Balance at the end of the period		$ 2

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 1,620	$ 1,965
Marketable securities	154	164
Funds receivable	65	83
Prepaid expenses and other current assets	88	102
Total current assets	1,927	2,314
Property and equipment, net	23	25
Right-of-use assets	39	43
Marketable securities		4
Other assets	10	11
Total assets	1,999	2,397
Current liabilities:
Accounts payable	291	434
Merchants payable	381	454
Refunds liability	54	77
Accrued liabilities	309	367
Total current liabilities	1,035	1,332
Lease liabilities, non-current	34	38
Total liabilities	1,069	1,370
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value: 100 shares authorized as of March 31, 2021 and December 31, 2020; No shares issued and outstanding as of March 31, 2021 and December 31, 2020
Additional paid-in capital	3,243	3,210
Accumulated other comprehensive income (loss)	(1)	1
Accumulated deficit	(2,312)	(2,184)
Total stockholders’ equity	930	1,027
Total liabilities and stockholders’ equity	$ 1,999	$ 2,397

Operating Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Leases [Abstract]
Lessee operating lease expiration date year	2025
Operating lease cost	$ 4	$ 3
Right-of-use assets	39		$ 43
Operating lease, liabilities current	$ 14		$ 14
Operating lease, liability current, Statement of financial position [Extensible List]	us-gaap:AccruedLiabilitiesCurrent		us-gaap:AccruedLiabilitiesCurrent
Lease liabilities, non-current	$ 34		$ 38
Weighted-average remaining lease term	3 years 8 months 12 days		3 years 10 months 24 days
Weighted-average discount rate	6.00%		6.00%

Financial Instruments and Fair Value Measurement - Schedule of Contractual Maturities of Marketable Securities (Details) - Recurring - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Amortized Cost
Due within one year	$ 154	$ 164
Due after one year through five years		4
Total marketable securities	154	168
Estimated Fair Value
Due within one year	154	164
Due after one year through five years		4
Total marketable securities	$ 154	$ 168

Geographical Information - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 772	$ 440
Core Marketplace Revenue
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 477	$ 340
Core Marketplace Revenue \| Revenue \| Geographic Concentration Risk
Entity Wide Revenue Major Customer [Line Items]
Revenue percentage	100.00%	100.00%
Core Marketplace Revenue \| Europe
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 235	$ 159
Core Marketplace Revenue \| Europe \| Revenue \| Geographic Concentration Risk
Entity Wide Revenue Major Customer [Line Items]
Revenue percentage	49.00%	47.00%
Core Marketplace Revenue \| North America
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 186	$ 126
Core Marketplace Revenue \| North America \| Revenue \| Geographic Concentration Risk
Entity Wide Revenue Major Customer [Line Items]
Revenue percentage	39.00%	37.00%
Core Marketplace Revenue \| South America
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 18	$ 23
Core Marketplace Revenue \| South America \| Revenue \| Geographic Concentration Risk
Entity Wide Revenue Major Customer [Line Items]
Revenue percentage	4.00%	7.00%
Core Marketplace Revenue \| Other
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 38	$ 32
Core Marketplace Revenue \| Other \| Revenue \| Geographic Concentration Risk
Entity Wide Revenue Major Customer [Line Items]
Revenue percentage	8.00%	9.00%

Overview, Basis of Presentation and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

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:

	March 31,			December 31,
	2021			2020
PSP 1		61	%		56	%
PSP 2		27	%		27	%

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (128)	$ (66)
Other comprehensive loss:
Net unrealized holding losses on derivatives	(2)
Comprehensive loss	$ (130)	$ (66)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended
	Sep. 01, 2019	Nov. 30, 2020	Mar. 31, 2021
Marketing Arrangement
Commitments And Contingencies Disclosure [Line Items]
Purchase obligations, remaining commitment			$ 5,000,000
Purchase obligations, payable year			2021
Colocation and Cloud Services Arrangement
Commitments And Contingencies Disclosure [Line Items]
Purchase obligations, remaining commitment			$ 35,000,000
Purchase commitment amount	$ 120,000,000
Purchase commitment, period	3 years
Purchase obligations, payable period			2 years
Revolving Credit Facility
Commitments And Contingencies Disclosure [Line Items]
Minimum liquidity financial covenant			$ 350,000,000
Standby letter of credit			10,000,000
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 \| 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%
Senior Secured Debt \| Revolving Credit Facility \| Maximum
Commitments And Contingencies Disclosure [Line Items]
Aggregate commitments		$ 100,000,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 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	618,000,000	587,000,000
Common stock, shares outstanding	618,000,000	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	501,000,000	478,000,000
Common stock, shares outstanding	501,000,000	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	117,000,000	109,000,000
Common stock, shares outstanding	117,000,000	109,000,000

Document and Entity Information - shares shares in Millions	3 Months Ended
Document and Entity Information - shares shares in Millions	Mar. 31, 2021	Apr. 30, 2021
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Registrant Name	ContextLogic Inc.
Entity Central Index Key	0001822250
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
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 40th 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 Quarterly Report	true
Document Transition Report	false
Entity Bankruptcy Proceedings, Reporting Current	true
Class A Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		505
Class B Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		114

Net Loss Per Share - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	103	554
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	73	77
Unvested RSUs Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	28	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	1

Operating Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Operating Leases

NOTE 6. OPERATING LEASES

The Company leases its facilities and data center co-locations under operating leases with various expiration dates through 2025.

Total operating lease cost was $4 million and $3 million for the three months ended March 31, 2021 and 2020, respectively. Short-term lease costs and variable lease costs and sublease income were not material.

As of March 31, 2021 and December 31, 2020, the Company’s condensed consolidated balance sheets included right-of-use assets in the amount of $39 million and $43 million, respectively, and lease liabilities in the amount of $14 million and $14 million in accrued liabilities, respectively, and $34 million and $38 million in lease liabilities, non-current, respectively.

As of March 31, 2021 and December 31, 2020, the weighted-average remaining lease term was 3.7 years and 3.9 years, respectively, and the weighted-average discount rate used to determine the net present value of the lease liabilities was 6%.

Supplemental cash flow information for the Company’s operating leases were as follows:

	March 31,		March 31,
	2021		2020
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4	$	3

The maturities of the Company’s operating lease liabilities are as follows:

	March 31,
	2021
Year ending December 31,	(in millions)
2021 (remaining nine months)	$	12
2022		15
2023		11
2024		10
2025		5
Total lease payments		53
Less: imputed interest		(5	)
Present value of lease liabilities	$	48

Overview, Basis of Presentation and Significant Accounting Policies - Schedule of PSPs Each Represented 10% or More of Funds Receivable Balance (Details) - Funds Receivable - Credit Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
PSP 1
Concentration Risk [Line Items]
Percentage of funds receivable balance	61.00%	56.00%
PSP 2
Concentration Risk [Line Items]
Percentage of funds receivable balance	27.00%	27.00%

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 9. INCOME TAXES

The Company’s tax provision for the interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company assesses its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in the period of change.

The Company’s quarterly tax provision and the estimate of the annual effective tax rate is subject to fluctuation due to several factors, including variability in pre-tax earnings, the geographic distribution of the pre-tax earnings, tax law

changes, non-deductible expenses, such as stock-based compensation, and changes in the estimate of the valuation allowance.

The provision for income taxes was $2 million for the three months ended March 31, 2021 and was insignificant for the three months ended March 31, 2020. The year-over-year increase in provision for income taxes was primarily related to international operations. The Company continues to maintain a valuation allowance on its domestic net deferred tax assets which is excluded from the annual effective tax rate estimate.

The Company had immaterial unrecognized tax benefits as of March 31, 2021 and December 31, 2020, fully offset by a valuation allowance. These unrecognized tax benefits, if recognized, would not affect the effective tax rate. No interest or penalties were incurred during the years ended March 31, 2021 and 2020.

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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

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 in Millions	Mar. 31, 2021 shares
CEO Performance Award
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Unvested share outstanding	10

Equity Award Activity and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 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		—		$	—				1
Vested⁽¹⁾		—		$	—				(3	)
Exercised		(2	)	$	0.154				—
Balances at March 31, 2021⁽²⁾		73		$	0.236		3.0		28

(1)

For the three months ended March 31, 2021, approximately 3 million RSUs vested upon satisfying both the service and liquidity vesting conditions. The shares remained unreleased as of March 31, 2021 due to the lock-up provisions related to the Company’s IPO.

(2)

Outstanding RSUs as of March 31, 2021 include 10 million units of CEO Performance Award.

Summary of Stock-Based Compensation Expense

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows:

	Three Months Ended
	March 31,
	2021		2020
	(in millions)
Cost of revenue	$	5	$	—
Sales and marketing		3		—
Product development		15		—
General and administrative		14		—
Total stock-based compensation	$	37	$	—

Summary of Valuation Assumption Used to Determine Fair Value of Shares to be Purchased Under 2020 Employee Stock Purchase Plan ("ESPP")

The Company uses the Black-Scholes option pricing model to determine the fair value of shares to be purchased under the 2020 Employee Stock Purchase Plan (“ESPP”) with the following assumptions on the date of grant:

	Three Months Ended
	March 31, 2021
Expected term (in years)	0.38 to 1.88
Risk free interest rate	0.09% to 0.13%
Volatility	46.45% to 62.28%
Dividend yield		—
Estimated fair value per ESPP share	$4.14 to $8.05

Overview, Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements are unaudited, but include all adjustments of a normal recurring nature necessary for a fair presentation of our quarterly results. The consolidated balance sheet as of December 31, 2020 is derived from audited financial statements, however, it does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (“SEC”) on March 25, 2021.

Use of Estimates

The preparation of condensed 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 condensed 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 available 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 derivative instruments, incremental borrowing rate applied to lease accounting, contingent liabilities, redemption probabilities associated with Wish Cash, allowances for refunds and chargebacks and uncertain tax positions. As of March 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 is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on condensed consolidated financial information. As such, the Company has determined that it operates in one reportable segment.

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, marketable securities and derivative financial instruments. 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 and corporate bonds. 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 condensed 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'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 Payment Service Providers (“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:

	March 31,			December 31,
	2021			2020
PSP 1		61	%		56	%
PSP 2		27	%		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 three months ended March 31, 2021 and 2020.

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 condensed consolidated financial statements as a result of future adoption.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Supplemental Cash Flow Information for Operating Leases

Supplemental cash flow information for the Company’s operating leases were as follows:

	March 31,		March 31,
	2021		2020
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4	$	3

Maturities of Operating Lease Liabilities

The maturities of the Company’s operating lease liabilities are as follows:

	March 31,
	2021
Year ending December 31,	(in millions)
2021 (remaining nine months)	$	12
2022		15
2023		11
2024		10
2025		5
Total lease payments		53
Less: imputed interest		(5	)
Present value of lease liabilities	$	48

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue	$ 772	$ 440
Cost of revenue	335	156
Gross profit	437	284
Operating expenses:
Sales and marketing	470	295
Product development	51	25
General and administrative	42	18
Total operating expenses	563	338
Loss from operations	(126)	(54)
Other income (expense), net:
Interest and other income, net		3
Remeasurement of redeemable convertible preferred stock warrant liability		(15)
Loss before provision for income taxes	(126)	(66)
Provision for income taxes	2
Net loss	$ (128)	$ (66)
Net loss per share, basic and diluted	$ (0.21)	$ (0.62)
Weighted-average shares used in computing net loss per share, basic and diluted	619	106

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (128)	$ (66)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2	2
Non-cash lease expense	4	2
Stock-based compensation expense	37
Remeasurement of redeemable convertible preferred stock warrant liability		15
Other	(3)
Changes in operating assets and liabilities:
Funds receivable	18	8
Prepaid expenses, other current and noncurrent assets	16	7
Accounts payable	(143)	31
Merchants payable	(73)	(122)
Accrued and refund liabilities	(69)	3
Lease liabilities	(4)	(2)
Other current and noncurrent liabilities	(11)	(7)
Net cash used in operating activities	(354)	(129)
Cash flows from investing activities:
Purchases of marketable securities	(53)	(73)
Maturities of marketable securities	67	132
Net cash provided by investing activities	14	59
Cash flows from financing activities:
Payment of taxes related to RSU settlement and other financing activities, net	(5)	1
Net cash provided by (used in) financing activities	(5)	1
Net decrease in cash, cash equivalents and restricted cash	(345)	(69)
Cash, cash equivalents and restricted cash at beginning of period	1,965	754
Cash, cash equivalents and restricted cash at end of period	1,620	685
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	1,620	675
Restricted cash included in other assets in the condensed consolidated balance sheets		10
Cash, cash equivalents and restricted cash at end of period	1,620	$ 685
Supplemental cash flow disclosures:
Cash paid for income taxes, net of refunds	$ 2

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Taxes [Line Items]
Provision for income taxes	$ 2,000,000
Unrecognized tax benefits would affect effective tax rate	0
Unrecognized tax benefits interest or penalties	$ 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

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Operating Leases - Maturities of Operating Lease Liabilities (Details) $ in Millions	Mar. 31, 2021 USD ($)
Leases [Abstract]
2021 (remaining nine months)	$ 12
2022	15
2023	11
2024	10
2025	5
Total lease payments	53
Less: imputed interest	(5)
Present value of lease liabilities	$ 48

Geographical Information - Summary of Revenue by Geographic Area (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 772	$ 440
Core Marketplace Revenue
Entity Wide Revenue Major Customer [Line Items]
Revenue	477	340
Core Marketplace Revenue \| United States
Entity Wide Revenue Major Customer [Line Items]
Revenue	$ 156	$ 103

- Definition

+ References

+ Details

Derivative Financial Instruments

3 Months Ended

Mar. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

NOTE 5. DERIVATIVE FINANCIAL 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. The Company bills its users based on their local currencies, primarily in U.S. dollars and Euros, and the Company makes payments to the merchants in China for products sold on the Wish platform in Renminbi, which creates exposure to currency rate fluctuations. 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. As part of the Company’s foreign currency risk mitigation strategy, the Company enters into derivative contracts and foreign exchange forward contracts with up to twelve months in duration to hedge exposures for variability in U.S.-dollar equivalent of non-U.S.-dollar denominated cash flows associated with its forecasted revenue related transactions.

The Company’s derivatives transactions are not collateralized and do not include collateralization agreements with counterparties. The Company does not use derivative financial instruments for speculative or trading purposes.

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:

	March 31, 2021		December 31, 2020
	(in millions)
Cash flow hedges	$	250	$	600
Non-designated hedges		219		422
Total	$	469	$	1,022

Fair Value of Derivative Financial Instruments

	March 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
Total derivatives	$	—	$	2	$	3	$	4

(1) Derivative assets are included in prepaid and other current assets in the condensed consolidated balance sheets.

(2) Derivative liabilities are included in accrued liabilities in the condensed consolidated balance sheets.

Derivatives in Cash Flow Hedging Relationships

The changes in accumulated other comprehensive income resulting from cash flow hedging were as follows:

	As of March 31, 2021			As of December 31, 2020
	(in millions)
Balance beginning of the period	$	2		$	—
Other comprehensive income before reclassifications		7			9
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income		(9	)		(7	)
Balance at the end of the period	$	—		$	2

The Company recognizes changes in fair value of the cash flow hedges of foreign currency denominated merchants payable in accumulated other comprehensive loss in its consolidated balance sheets until the forecasted transaction occurs. 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 loss to core marketplace revenue. For the three months ended March 31, 2021, there were no net gains or losses recognized in core marketplace revenue relating to hedges of forecasted transactions that did not occur. The Company did not have a hedging program during the three months ended March 31, 2020.

The Company classifies cash flows related to its cash flow hedges as operating activities in its condensed consolidated statements of cash flows.

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 $4 million for the three months ended March 31, 2021 and were recognized in other income (expense), net in the condensed consolidated statement of operations. The Company did not have a hedging program during the three months ended March 31, 2020.

The Company classifies cash flows related to its non-designated hedging instruments as operating activities in its condensed consolidated statements of cash flows.

Overview, Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Overview, Basis of Presentation and Significant Accounting Policies

NOTE 1. OVERVIEW, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

ContextLogic Inc. (“Wish” or the “Company”) is an 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 and is headquartered in San Francisco, California, with operations in Canada, China and the Netherlands.

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 $24.00 per share for net proceeds of approximately $1.1 billion, after deducting underwriting discounts and commissions of approximately $52 million. Additionally, the Company incurred approximately $6 million of offering costs, net of reimbursements. Following the IPO, 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.

Basis of Presentation and Consolidation

Use of Estimates

Segments

Concentrations of Risk

The following PSPs each represented 10% or more of the Company’s funds receivable balance:

	March 31,			December 31,
	2021			2020
PSP 1		61	%		56	%
PSP 2		27	%		27	%

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 25, 2021, that have had a material impact on its condensed consolidated financial statements.

Accounting Pronouncements

Equity Award Activity and Stock-Based Compensation

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Award Activity and Stock-Based Compensation

NOTE 8. EQUITY Award activity and STOCK-based compensation

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		—		$	—				1
Vested⁽¹⁾		—		$	—				(3	)
Exercised		(2	)	$	0.154				—
Balances at March 31, 2021⁽²⁾		73		$	0.236		3.0		28

(1)

(2)

Outstanding RSUs as of March 31, 2021 include 10 million units of CEO Performance Award.

The weighted-average grant date fair value of restricted stock units (“RSUs”) granted during the three months ended March 31, 2021 was $22.01 per share.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the condensed consolidated statements of operations is as follows:

	Three Months Ended
	March 31,
	2021		2020
	(in millions)
Cost of revenue	$	5	$	—
Sales and marketing		3		—
Product development		15		—
General and administrative		14		—
Total stock-based compensation	$	37	$	—

The Company will recognize the remaining $134 million and $72 million of unrecognized stock-based compensation expense over a weighted-average period of approximately 1.32 years and 3.84 years related to RSUs and CEO Performance Award, respectively.

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (“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 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. The initial offering period began on January 1, 2021 and will end in November 2022. The first purchase under the ESPP will be in May 2021.

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.

	Three Months Ended
	March 31, 2021
Expected term (in years)	0.38 to 1.88
Risk free interest rate	0.09% to 0.13%
Volatility	46.45% to 62.28%
Dividend yield		—
Estimated fair value per ESPP share	$4.14 to $8.05

Disaggregation of Revenue

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Disaggregation of Revenue

NOTE 2. DISAGGREGATION OF REVENUE

The Company generates revenue from marketplace and logistics services provided to merchants. Revenue is recognized as the Company transfers control of promised goods or services to its users 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, 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.

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.

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 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.

The following table shows the disaggregated revenue for the applicable periods:

	Three Months Ended
	March 31,
	2021		2020
	(in millions)
Core marketplace revenue	$	477	$	340
ProductBoost revenue		50		44
Marketplace revenue		527		384
Logistics revenue		245		56
Revenue	$	772	$	440

Refer to Note 11 – Geographical Information for the disaggregated revenue by geographical location.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Operating Leases - Supplemental Cash Flow Information for Operating Leases (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 4	$ 3

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss	$ (128)	$ (66)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted	619	106
Net loss per share, basic and diluted	$ (0.21)	$ (0.62)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance at Dec. 31, 2019	$ (1,439)					$ (1,439)
Beginning balance, Shares at Dec. 31, 2019			103
Temporary Equity, Beginning balance at Dec. 31, 2019		$ 1,536
Temporary Equity, Beginning balance, Shares at Dec. 31, 2019		422
Issuance of common stock upon exercise of options for cash	1		$ 3	$ 1
Net loss and comprehensive loss	(66)					(66)
Net loss	(66)
Ending balance at Mar. 31, 2020	(1,504)			1		(1,505)
Ending balance, Shares at Mar. 31, 2020			106
Temporary Equity, Ending balance, Shares at Mar. 31, 2020		422
Temporary Equity, Ending balance at Mar. 31, 2020		$ 1,536
Beginning balance at Dec. 31, 2020	$ 1,027			3,210	$ 1	(2,184)
Beginning balance, Shares at Dec. 31, 2020	587		587
Issuance of common stock upon exercise of options for cash	$ 1			1
Issuance of common stock upon exercise of options for cash, Shares	2		2
Issuance of common stock upon settlement of restricted stock units, net of tax	$ (5)			(5)
Issuance of common stock upon settlement of restricted stock units, net of tax,Shares			29
Stock-based compensation	37			37
Other comprehensive loss, net	(2)				(2)
Net loss	(128)					(128)
Ending balance at Mar. 31, 2021	$ 930			$ 3,243	$ (1)	$ (2,312)
Ending balance, Shares at Mar. 31, 2021	618		618

Geographical Information (Tables)

3 Months Ended

Mar. 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:

	Three Months Ended March 31,
	2021				2020
	(in millions)
Europe	$	235	49	%	$	159	47	%
North America⁽¹⁾		186	39	%		126	37	%
South America		18	4	%		23	7	%
Other		38	8	%		32	9	%
Core marketplace revenue	$	477	100	%	$	340	100	%

(1)

United States accounted for $156 million and $103 million of core marketplace revenue for the three months ended March 31, 2021 and 2020, respectively.

Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 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:

	March 31, 2021		December 31, 2020
	(in millions)
Cash flow hedges	$	250	$	600
Non-designated hedges		219		422
Total	$	469	$	1,022

Schedule of Fair Value of Derivative Financial Instruments

Fair Value of Derivative Financial Instruments

	March 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
Total derivatives	$	—	$	2	$	3	$	4

(1) Derivative assets are included in prepaid and other current assets in the condensed consolidated balance sheets.

(2) Derivative liabilities are included in accrued liabilities in the condensed consolidated balance sheets.

Schedule of Changes in Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income resulting from cash flow hedging were as follows:

	As of March 31, 2021			As of December 31, 2020
	(in millions)
Balance beginning of the period	$	2		$	—
Other comprehensive income before reclassifications		7			9
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income		(9	)		(7	)
Balance at the end of the period	$	—		$	2

Equity Award Activity and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Parenthetical) (Details) shares in Millions	3 Months Ended
	Mar. 31, 2021 shares
Restricted Stock Units (“RSUs”)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares vested	3
Number of Restricted Stock Units, Granted	1
Performance-Based Units (“PSUs”)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted	10

Equity Award Activity and Stock-Based Compensation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares shares
Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of price per share	85.00%
2020 Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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 \| shares	2,500
Share based compensation purchase plan offering period	24 months
Share based compensation first purchase date	2021-05
Share-based payment award, description	The 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.
Restricted Stock Units (“RSUs”)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, granted \| $ / shares	$ 22.01
Unrecognized compensation expenses	$ 134,000,000
Unrecognized compensation expenses, recognition period	1 year 3 months 25 days
CEO Performance Award
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expenses	$ 72,000,000
Unrecognized compensation expenses, recognition period	3 years 10 months 2 days

Geographical Information

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Geographical Information

NOTE 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:

	Three Months Ended March 31,
	2021				2020
	(in millions)
Europe	$	235	49	%	$	159	47	%
North America⁽¹⁾		186	39	%		126	37	%
South America		18	4	%		23	7	%
Other		38	8	%		32	9	%
Core marketplace revenue	$	477	100	%	$	340	100	%

(1)

United States accounted for $156 million and $103 million of core marketplace revenue for the three months ended March 31, 2021 and 2020, respectively.

China accounted for substantially all of marketplace and logistics revenue during the three months ended March 31, 2021 and 2020 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 87% of the total long-lived tangible assets as of March 31, 2021 and December 31, 2020. The long-lived tangible assets outside the United States were located in China, Canada and the Netherlands.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

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	Mar. 31, 2021	Dec. 31, 2020
Financial assets:
Cash equivalents		$ 74
Marketable securities	$ 154	168
Derivative assets		3
Total financial assets	251	245
Financial liabilities:
Derivative liabilities	2	4
Total financial liabilities	2	4
Level 1
Financial assets:
Cash equivalents		35
Total financial assets	97	35
Level 2
Financial assets:
Cash equivalents		39
Marketable securities	154	168
Derivative assets		3
Total financial assets	154	210
Financial liabilities:
Derivative liabilities	2	4
Total financial liabilities	2	4
Money Market Funds
Financial assets:
Cash equivalents	97	35
Money Market Funds \| Level 1
Financial assets:
Cash equivalents	97	35
U.S. Treasury Bills
Financial assets:
Cash equivalents		30
Marketable securities	35	38
U.S. Treasury Bills \| Level 2
Financial assets:
Cash equivalents		30
Marketable securities	35	38
Commercial Paper
Financial assets:
Cash equivalents		9
Marketable securities	62	49
Commercial Paper \| Level 2
Financial assets:
Cash equivalents		9
Marketable securities	62	49
Corporate Bonds
Financial assets:
Marketable securities	52	81
Corporate Bonds \| Level 2
Financial assets:
Marketable securities	52	$ 81
Non-U.S. government
Financial assets:
Marketable securities	5
Non-U.S. government \| Level 2
Financial assets:
Marketable securities	$ 5

Derivative Financial Instruments - Summary of Total Gross Notional Amounts of Outstanding Derivatives (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	$ 469,000,000	$ 1,022,000,000
Designated Hedges \| Cash Flow Hedges
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	250,000,000	600,000,000
Non-designated Hedges
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	$ 219,000,000	$ 422,000,000