0000950170-23-004711 | 10-K | XBRL Viewer

Income Taxes

12 Months Ended

Dec. 31, 2022

9. INCOME TAXES

The components of loss before provision for income taxes are as follows:


	Year Ended December 31,
	2022			2021			2020
	(in millions)
Domestic	$	388		$	422		$	757
Foreign		(5	)		(71	)		(14	)
Loss before provision for income taxes	$	383		$	351		$	743

The provision for income taxes consisted of the following:


	Year Ended December 31,
	2022			2021		2020
	(in millions)
Current:
Federal	$	—		$	—	$	—
State		(1	)		—		—
Foreign		1			10		5
Total current		—			10		5
Deferred:
Federal		—			—		—
State		—			—		—
Foreign		1			—		(3	)
Total deferred		1			—		(3	)
Total provision for income taxes	$	1		$	10	$	2

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, 2022 and 2021, the Company recognized $1 million and $10 million tax provision, respectively, related primarily to foreign income taxes. For the year ended December 31, 2022 there was $1 million of current foreign tax expense offset against $1 million current state tax benefit and $1 million of deferred foreign tax expense. For the year ended December 31, 2021 there was $10 million of current foreign tax expense and no deferred foreign tax expense.

The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following:


	Year Ended December 31,
	2022			2021			2020
	(in millions)
Federal benefit at statutory rate	$	(80	)	$	(73	)	$	(157	)
State tax (benefit), net of federal benefit		(1	)		—			—
Stock-based compensation		16			(68	)		36
Foreign rate differential		11			(5	)		(2	)
Non-deductible warrant valuation		—			—			23
Other		(2	)		—			—
Change in valuation allowance		57			156			102
Total provision for income taxes	$	1		$	10		$	2

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.

Stock-based compensation increased the income tax provision by $16 million in 2022, whereas it decreased the income tax provision by $68 million in 2021. This difference is due to the Company experiencing a tax shortfall in 2022 for stock-based compensation, whereas the Company experienced a tax windfall in 2021 for stock-based compensation. A tax shortfall occurs when the fair market value of stock on the vest date is lower than the stock price on the grant date, which causes stock-based compensation recognized under GAAP to exceed deductions allowed for tax purposes. A tax windfall occurs when the vest date stock price is higher than the grant date stock price, allowing a larger deduction for tax purposes relative to stock-based compensation recognized under GAAP. The change in valuation allowance is related mainly to the increase in net operating loss carryforwards, partially offset by other changes in the deferred tax assets.

Deferred tax assets and liabilities are as follows:


	December 31,
	2022			2021
	(in millions)
Deferred tax assets:
Net operating loss carryforwards	$	558		$	466
Capitalization of R&D expenses		30			—
Lease liabilities		4			5
Reserves and accruals not currently deductible		11			62
Stock-based compensation		5			19
Fixed assets including right of use assets		1			—
Total gross deferred tax assets		609			552
Less: valuation allowance		(607	)		(546	)
Total deferred tax assets, net of valuation allowance		2			6
Deferred tax liabilities:
Property and equipment, including right-of-use assets		—			(3	)
Total gross deferred tax liabilities		—			(3	)
Net deferred tax assets	$	2		$	3

Beginning January 1, 2022, the United States no longer allows for research and development (“R&D”) expenses to be allowed as current expenditures when calculating taxable income. This change is a result of the Tax Cuts and Job Act enacted in 2017. R&D expenses incurred are subject to capitalization with amortization being allowed based on the location of the incurred expense; domestic U.S. expenses are amortized over a 5-year period and international expenses are amortized over a 15-year period. The $30 million deferred tax asset recognized above is the net impact of capitalization and amortization expense in 2022. The deferred tax asset for reserves and accruals not currently deductible decreased by $51 million in 2022. This change was due in large part to certain criteria being met to allow the expense for tax purposes. Net operating losses increased by $92 million in 2022. We have not yet experienced any net operating losses expiring before use. Our valuation allowance increased by $61 million in 2022. Most of the Company’s deferred tax assets are offset by valuation allowance as of December 31, 2022.

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, 2022
Deferred tax assets valuation allowance	$	546	$	61	$	—	$	607
Year ended December 31, 2021
Deferred tax assets valuation allowance	$	384	$	162	$	—	$	546

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, 2022 or 2021. Accordingly, the Company has established a full valuation allowance on its domestic net deferred tax assets. The Company’s valuation allowance increased $61 million and $162 million during the years ended December 31, 2022 and 2021, 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 Global Intangible Low-Tax Income 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, 2022, 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 $1.7 billion that have an unlimited carryover period. As of December 31, 2022, the Company had state net operating loss carryforwards available to reduce future taxable income, if any, of $6.2 billion that begin to expire in 2026 and continue to expire through 2042 and $1.8 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:


	Year Ended December 31,
	2022			2021		2020
	(in millions)
Balance as of January 1	$	1		$	—	$	—
Additions for tax positions of current year		9			—		—
Additions for tax positions of prior years		—			1		—
Decreases for tax positions of prior years		(1	)		—		—
Balance as of December 31	$	9		$	1	$	—

The $9 million of unrecognized tax benefit as of December 31, 2022 would not impact the Company’s effective tax rate when it is subsequently recognized. The Company had unrecognized tax benefit as of December 31, 2021 of $1 million and immaterial unrecognized benefit as of December 31, 2020. No interest or penalties were incurred during the years ended December 31, 2022, 2021 or 2020. The increase from 2021 to 2022 is due to uncertainties regarding certain costs that may be capitalizable. Until further guidance is available, the Company will continue to not recognize a tax benefit for this issue. Excluding the amounts reserved for the aforementioned costs, the Company does not anticipate that the amount of unrecognized tax benefit 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.

In recent years the United States has enacted new tax legislation (the American Rescue Act, CHIPS and Science Act, and the Inflation Reduction Act). Due to the Company’s net operating losses for both accounting and tax purposes, the new tax legislation does not have a material impact on the Company’s provision for income taxes.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
	(in millions)
Cash flow hedges	$	168	$	320
Non-designated hedges		11		54
Total	$	179	$	374

Schedule of Fair Value of Derivative Financial Instruments

Fair Value of Derivative Financial Instruments


	December 31, 2022				December 31, 2021
	Assets(1)		Liabilities(2)		Assets(1)		Liabilities(2)
	(in millions)
Derivative designated as hedging instruments
Cash flow hedges	$	2	$	—	$	2	$	—
Derivative not designated as hedging instruments
Foreign currency forward contracts	$	4	$	2	$	2	$	1
Total derivatives	$	6	$	2	$	4	$	1

(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,
	2022			2021
	(in millions)
Balance at the beginning of the period	$	2		$	2
Other comprehensive income before reclassifications		(6	)		22
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income		6			(22	)
Balance at the end of the period	$	2		$	2

Common Stock and Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Common Stock and Stock-Based Compensation

8. COMMON STOCK and STOCK-based compensation

Common Stock and Elimination of Dual-Class Structure

Prior to August 9, 2022, the Company had two classes of authorized common stock, Class A common stock and Class B common stock. 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 were 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 were identical. Shares of Class B common stock were voluntarily convertible into shares of Class A common stock at the option of the holder and were automatically converted into shares of Class A common stock upon a sale or transfer, subject to certain exemptions.

On August 4, 2022, Piotr Szulczewski provided notice of his intention to resign as a member of the Company's Board, effective August 9, 2022. In tandem with his resignation notice, Mr. Szulczewski submitted a conversion notice to convert (the “Conversion”) all shares of Class B common stock of the Company he held into the same number of shares of Class A common stock of the Company, also effective August 9, 2022. In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), as the remaining outstanding shares of Class B common stock represented less than five percent (5%) of the aggregate number of outstanding shares of Class A common stock and Class B common stock outstanding after the Conversion, all remaining shares of Class B common stock were automatically converted into Class A common stock immediately following the Conversion on a one-to-one basis and no further Class B common stock will be issued. The Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of the shares of Class B Common Stock.

Until the Class B conversion, Class B shares of common stock were issued in connection with the settlement or exercise of equity awards granted under the 2010 Equity Stock Plan (the “2010 Plan”) and Class A shares of common stock were issued in connection with the settlement or exercise of equity awards granted under the 2020 Equity Stock Plan (the “2020 Plan”) or shares purchased under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). Effective August 9, 2022, Class A shares of common stock are issued under all equity plans. Additionally, all shares issuable pursuant to outstanding awards under the Company’s 2010 Stock Plan will be issuable for Class A common stock.

2010 Equity Incentive Plan

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 A (Class B prior to the Conversion) 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, 2022, 43 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, 2022, 12 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 through November 2022. In 2022, the cap for shares was increased to 5,000 for purchase dates starting with May 2023. 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, 2022, approximately 1 million shares of common stock were purchased under the ESPP for an aggregate amount of $1 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, 2022, there was an ESPP reset at the end of both May and November purchase periods, resulting in an additional expense of approximately $4 million, which is being recognized on a straight-line basis through November 20, 2024.

2022 Inducement Plan

In January 2022, the Company’s Board 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.

In May 2022, the Company's Board approved an amendment to the 2022 Plan to increase the 2022 Plan reserve from 12 million to 27 million shares. As of December 31, 2022, 11 million shares under the 2022 Plan remained available for grant.

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			Weighted- Average Grant Date Fair Value
	(in millions)							(in millions)
Balances at December 31, 2021(1)		45		$	0.254	2.5			48		$	9.846
Granted		8		$	2.398				93		$	1.619
Vested									(29	)	$	5.529
Exercised		(44	)	$	0.219
Forfeited or cancelled		(7	)	$	2.949				(41	)	$	6.163
Balances at December 31, 2022		2		$	1.039		9.5		71		$	2.796

(1)

Outstanding RSUs as of December 31, 2021 included 11 million PSUs, which were cancelled in February 2022.

There were 8 million options granted during the year ended December 31, 2022 with a weighted-average grant date fair value of $1.58 per option. No options were granted during December 31 2021 and 2020. All options outstanding as of December 31, 2022 remain unvested. The aggregate fair value of options that vested during the year ended December 31, 2022 was $5 million. No options vested during the years ended December 31, 2021 and 2020. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $24 million, $161 million and $76 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, 2022, 2021 and 2020 was $1.62, $9.71 and $16.99 per share, respectively. The total intrinsic value of RSUs which vested during the years ended December 31, 2022, 2021 and 2020 was $42 million, $83 million and $714 million, respectively. The aggregate intrinsic value of options and RSUs outstanding as of December 31, 2022 was zero and $35 million, respectively. The aggregate intrinsic value of options and RSUs outstanding as of December 31, 2021 was $129 million and $117 million, respectively. The aggregate intrinsic value of options and RSUs outstanding as of December 31, 2020 was $1.3 billion and $550 million, respectively.

Performance Stock Units

On January 31, 2022, Mr. Szulczewski resigned from his position as CEO of the Company. Due to his resignation prior to the second anniversary of the Company’s IPO, Mr. Szulczewski is no longer eligible to vest in his PSUs, and as such, the PSUs were canceled. Consequently, the Company reversed $21 million of previously recognized stock-based compensation expense related to these PSUs in the first quarter of 2022.

In February 2022, Jacqueline Reses resigned from her position as Executive Chair. Upon her resignation, Ms. Reses entered into a consulting agreement with the Company and her 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. Consequently, the Company reversed $3 million of previously recognized stock-based compensation expense upon modification and will recognize the modified fair value of approximately $2 million from the modification date to the expiration date of the consulting agreement, which is May 16, 2023.

CEO transition

In January 2022, the Company entered into an employment agreement with Vijay Talwar, as the Company’s new CEO, with employment commencing on February 1, 2022. As an inducement of employment, 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 were granted under the 2022 Plan and would have 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 had a term of 10 years.

In September 2022, the Company’s Board terminated Mr. Talwar from his position as CEO of the Company. As set forth in his employment agreement with the Company, Mr. Talwar was entitled to certain benefits, which included, accelerated vesting of the unvested portion of his equity awards that would have vested within twelve months of his involuntary termination. Consequently, the Company recognized $6 million of stock-based compensation expense upon the acceleration of Mr. Talwar’s equity awards on his termination date.

In September 2022, the Company entered into an employment agreement with Jun Yan, as the Company’s then interim CEO, with employment commencing September 27, 2022. As an inducement of employment, Mr. Yan was granted i) 2 million RSUs with an aggregate grant date fair value of $2 million and ii) options to purchase 2 million shares of the Company’s Class A common stock at an exercise price of $0.86 per share with an aggregate grant date fair value of $1 million. These RSUs and options were granted under the 2022 Plan and will become vested and exercisable, respectively, in periodic installments over an approximate 1-year term, subject to the interim CEO’s continued employment with the Company. The option award has a term of 10 years. If Mr. Yan is terminated from his position as interim CEO within six months from his commencement of employment, 50% of both his RSU and options shall immediately vest. See Note 13. Subsequent Events regarding Mr. Yan's new equity grants in connection with his appointment to the permanent CEO role.

Stock Option Valuation

The fair value of options is estimated using the Black-Scholes option pricing model which takes into account inputs such as the exercise price, the value of the underlying shares as of the grant date, expected term, expected volatility, risk free interest rate, and dividend yield. The fair value of the options was determined using the methods and assumptions discussed below:

•

The expected term of the options was determined using the “simplified” method as prescribed in the SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.

•

The risk-free interest rate was based on the interest rate payable on the U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected volatility was based on the historical volatility of the publicly traded common stock of peer group companies blended with the limited historical volatility of the Company’s own common stock weighted to reflect the short trading period of the Company’s stock since its IPO in December 2020.

•

The expected dividend yield was zero because the Company has not historically paid and does not expect to pay a dividend on its ordinary shares in the foreseeable future.

A summary of the weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the options granted during the year ended December 31, 2022 is as follows:



	Black-Scholes
	Assumptions
Expected term (in years)		5.93
Risk free interest rate		2.28	%
Volatility		75.53	%
Dividend yield		—

Stock-Based Compensation Expense

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


	Year Ended
	December 31,
	2022		2021		2020
	(in millions)
Cost of revenue	$	7	$	20	$	35
Sales and marketing		6		12		23
Product development		50		59		118
General and administrative		9		50		214
Total stock-based compensation(1)	$	72	$	141	$	390

(1)

Total stock-based compensation expense for the year ended December 31, 2022 decreased by $69 million compared to the year ended December 31, 2021 primarily due to forfeitures driven by the resignation of Mr. Szulczewski from his former position as CEO, reductions to the Company’s workforce as part of the Company’s February 2022 Restructuring Plan, and modifications to the Company’s former Executive Chair’s equity awards. These reductions were partially offset by the acceleration of Mr. Talwar's equity awards upon his termination from his position as CEO.

The Company will recognize the remaining $1 million and $165 million of unrecognized stock-based compensation expense over a weighted-average period of approximately 0.7 years and 2.4 years related to options and RSUs, respectively.

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

4. BALANCE SHEET COMPONENTS

Accrued Liabilities

Accrued liabilities consist of the following:


	December 31,
	2022		2021(1)
	(in millions)
Logistics costs(2)	$	44	$	56
Deferred revenue and customer deposits(3)		18		25
Wish Cash liability(4)		14		20
Sales and indirect taxes(5)		15		26
Other		39		47
Total accrued liabilities	$	130	$	174

(1)

The amounts previously disclosed in the Company’s 2021 Form 10-K were realigned to ensure consistency with the amounts reflected as of December 31, 2022.

(2)

Logistics costs decreased by $12 million or 21% primarily due to lower shipping volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021.

(3)

Deferred revenue and customer deposits decreased by $7 million or 28% primarily due to lower logistics volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021.

(4)

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. Wish Cash liability breakage recognized in core marketplace revenue during the years ended December 31, 2022 and 2021 was $4 million and $29 million, respectively.

(5)

Sales and indirect taxes decreased by $11 million or 42% primarily due to less taxes in connection with lower order volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021

Net Loss Per Share - 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

Operating Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Operating Leases

6. OPERATING LEASES

The Company leases its facilities and data center colocations under operating leases with various expiration dates through 2027.

The components of the Company’s lease costs were as follows:


	Year Ended December 31,
	2022		2021		2020
	(in millions)
Operating lease costs	$	7	$	13	$	13
Short-term lease costs		2		—		1
Variable costs		1		2		1
Total	$	10	$	15	$	15

As of December 31, 2022 and 2021, the Company’s consolidated balance sheet included ROU assets in the amount of $9 million and $18 million, respectively, and lease liabilities in the amount of $7 million and $9 million in accrued liabilities, respectively, and $13 million and $16 million in lease liabilities, non-current, respectively.

In February 2022, the Company’s Board of Directors ("the Board") approved a restructuring plan, which included exiting various office leases. As a result, the Company ceased using certain office spaces. As the carrying value of the related right-of-use assets and leasehold improvements exceeded the estimated fair value, the Company recognized an impairment loss of $11 million for the year ended December 31, 2022, which is included as part of general and administrative expenses in its consolidated financial statements. Of the $11 million impairment loss for the year ended December 31, 2022, $6 million related to the impairment of operating ROU assets and $5 million primarily related to impairment of leasehold improvements. See Note 12. Restructuring Costs for more information about the Company’s restructuring plan.

As of December 31, 2022 and 2021, the weighted-average remaining lease term was 3 years 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,
	2022		2021		2020
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9	$	15	$	14
Right-of-use assets obtained in exchange for new lease liabilities	$	4	$	—	$	12

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


	December 31,
	2022
Year ending December 31,	(in millions)
2023	$	8
2024		8
2025		4
2026		1
2027		1
Total lease payments		22
Less: imputed interest		(2	)
Present value of lease liabilities	$	20

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Line Items]
Provision for income taxes	$ 1,000,000	$ 10,000,000	$ 2,000,000
Current foreign tax expense	1,000,000	10,000,000	5,000,000
Current state tax benefit	1,000,000
Deferred foreign tax expense	1,000,000	0	(3,000,000)
Increase of valuation allowance	61,000,000	162,000,000
Deferred tax assets net operating losses increased	92,000,000
Unrecognized tax benefit	9,000,000	1,000,000
Unrecognized tax benefits interest or penalties	0	0	0
Stock-based compensation increase (decrease) in Income tax provision	16,000,000	$ (68,000,000)	$ 36,000,000
Deferred tax asset for reserves and accruals not currently deductible decreased	51,000,000
Deferred tax asset recognized net impact of capitalization and amortization expense	$ 30,000,000
Federal
Income Taxes [Line Items]
Research and development expenses carryforward amortization period	5 years
Foreign
Income Taxes [Line Items]
Research and development expenses carryforward amortization period	15 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	1,700,000,000
Unlimited Carryover Period \| State
Income Taxes [Line Items]
Net operating loss carryforwards	1,800,000,000
Tax Period begin to expire in 2026 through 2042 \| State
Income Taxes [Line Items]
Net operating loss carryforwards	$ 6,200,000,000

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Components of Lease Costs

The components of the Company’s lease costs were as follows:


	Year Ended December 31,
	2022		2021		2020
	(in millions)
Operating lease costs	$	7	$	13	$	13
Short-term lease costs		2		—		1
Variable costs		1		2		1
Total	$	10	$	15	$	15

Supplemental Cash Flow Information for Operating Leases

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


	Year Ended December 31,
	2022		2021		2020
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9	$	15	$	14
Right-of-use assets obtained in exchange for new lease liabilities	$	4	$	—	$	12

Maturities of Operating Lease Liabilities

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


	December 31,
	2022
Year ending December 31,	(in millions)
2023	$	8
2024		8
2025		4
2026		1
2027		1
Total lease payments		22
Less: imputed interest		(2	)
Present value of lease liabilities	$	20

Operating Leases - Maturities of Operating Lease Liabilities (Details) $ in Millions	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 8
2024	8
2025	4
2026	1
2027	1
Total lease payments	22
Less: imputed interest	(2)
Present value of lease liabilities	$ 20

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 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 and impairment 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 December 31, 2022, 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. The Company’s chief operating decision-maker is its Chief Executive Officer (“CEO”) 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,
	2022		2021		2020
	(in millions)
Core marketplace revenue	$	220	$	1,177	$	1,827
ProductBoost revenue		46		165		200
Marketplace revenue		266		1,342		2,027
Logistics revenue		305		743		514
Revenue	$	571	$	2,085	$	2,541

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 geography, product category, Wish Standards' tier, item value 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 generated by increasing exposure for a merchant’s relevant products within the Company's marketplace. The Company recognizes ProductBoost revenue based on the number of impressions delivered, or clicks by users.

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, 2022 and 2021 are disclosed in Note 4 – Balance Sheet Components. 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, 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. Refer to Note 4 – Balance Sheet Components for more information on Wish Cash liability breakage.

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 $195 million, $1.0 billion and $1.6 billion for the years ended 2022, 2021 and 2020, 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, 2022 and 2021, 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 72% and 83% of its cash and cash equivalents in the United States as of December 31, 2022 and 2021, respectively.

Restricted cash as of December 31, 2022 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 recognized within other comprehensive income. 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.

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 24% and 15% of the Company’s total cash and cash equivalents as of December 31, 2022 and 2021, 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,
	2022			2021
PSP 1		56	%		62	%
PSP 2		32	%		32	%

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, 2022, 2021 and 2020.

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 lease term

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 remits funds to merchants on a regular basis.

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.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units (“RSUs”), performance-based units (“PSUs”), stock options, 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 stock options and 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 common stock as reported on the Nasdaq Global Select Market on the date of grant. The fair value of service-based RSUs and stock options is recognized as an expense on a straight-line basis over the requisite service period, which ranges from one to 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 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 as a component of other comprehensive (loss) income.

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.

Merchants payable are denominated primarily in Renminbi (“RMB”) and other local currencies. As of December 31, 2022 and 2021, the merchants payable amount denominated in RMB was 70% and 76%, 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. The Company recognized a net gain resulting from foreign exchange transactions of $10 million for the year ended December 31, 2022, and net losses of $15 million and $26 million for the years ended December 31, 2021 and 2020, respectively. The Company recognized a $7 million cumulative translation loss for the year ended December 31, 2022, and a $2 million cumulative translation gain and a $1 million cumulative translation loss in the years ended December 31, 2021 and 2020, respectively.

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.

Non-Designated Hedges

The Company’s derivatives not designated as hedging instruments consist of foreign currency forward contracts to reduce the impact of currency exchange rate movements on its monetary assets and liabilities. These foreign exchange contracts are carried at fair value with changes in fair value of these contracts recognized to other income (expense), net in the Company’ consolidated statements of operations.

The Company does not use derivative financial instruments for speculative or trading purposes.

Fair Value Measurement

The Company applies fair value accounting for its 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 (loss) income. Other comprehensive (loss) income consists of unrealized holding gains or losses related to derivative instruments, unrealized gains or losses on marketable securities, and foreign currency translation adjustments.

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.

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Millions, $ in Millions	Total	Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred Stock IPO	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2019	$ (1,439)						$ (1,439)
Temporary Equity, Beginning balance, Shares at Dec. 31, 2019		422
Temporary Equity, Beginning balance at Dec. 31, 2019		$ 1,536
Beginning 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 (loss), 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
Issuance of common stock upon exercise of options for cash	6				6
Issuance of common stock upon exercise of options for cash, Shares				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 exercises 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 (loss), 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
Issuance of common stock upon exercise of options for cash, Shares	44			1
Issuance of common stock upon cashless exercise of options,Shares				43
Issuance of common stock upon settlement of restricted stock units, Shares				29
Shares withheld related to net share settlement	$ (22)				(22)
Shares withheld related to net share settlement, Shares				(37)
Issuance of common stock through ESPP	1				1
Issuance of common stock through ESPP, Shares				1
Stock-based compensation	72				72
Other comprehensive income (loss), net	(8)					(8)
Net loss	(384)						(384)
Ending balance at Dec. 31, 2022	$ 477				$ 3,411	$ (5)	$ (2,929)
Ending balance, Shares at Dec. 31, 2022	695			695

Financial Instruments and Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

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, 2022
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	50	$	50	$	—	$	—
Corporate bonds		2		—		2		—
Total cash equivalents	$	52	$	50	$	2	$	—
Marketable securities:
U.S. Treasury bills	$	173	$	—	$	173	$	—
Commercial paper		7		—		7		—
Corporate bonds		29		—		29		—
Certificates of deposit		—		—		—		—
Non-U.S. government		4		—		4		—
Total marketable securities	$	213	$	—	$	213	$	—
Prepaid and other current assets:
Derivative assets	$	6	$	—	$	6	$	—
Total financial assets	$	271	$	50	$	221	$	—
Financial liabilities:
Accrued liabilities:
Derivative liabilities	$	2	$	—	$	2	$	—
Total financial liabilities	$	2	$	—	$	2	$	—


	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	$	—

Schedule of Contractual Maturities of Marketable Securities

The following table summarizes the contractual maturities of the Company’s marketable securities:


	December 31,
	2022				2021
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	214	$	213	$	150	$	150
Due after one year through five years		—		—		17		17
Total marketable securities	$	214	$	213	$	167	$	167

Operating Leases - Supplemental Cash Flow Information for Operating Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 9	$ 15	$ 14
Right-of-use assets obtained in exchange for new lease liabilities	$ 4		$ 12

Restructuring Additional Information (Details) $ in Millions	1 Months Ended	12 Months Ended
	Feb. 28, 2022 Employee	Dec. 31, 2022 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring plan, number of positions reduced, percentage	15.00%
Restructuring plan, number of positions reduced \| Employee	190
Severance and other personnel reduction costs		$ 3
Impairments of lease assets and property and equipment		$ 11

Summary of Significant Accounting Policies - Summary of Disaggregated Revenue (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disaggregation Of Revenue [Line Items]

Revenue

$ 571

$ 2,085

$ 2,541

Core Marketplace Revenue

Disaggregation Of Revenue [Line Items]

Revenue

^[1]

220

1,177

1,827

ProductBoost Revenue

Disaggregation Of Revenue [Line Items]

Revenue

165

200

Marketplace Revenue

Disaggregation Of Revenue [Line Items]

Revenue

266

1,342

2,027

Logistics Revenue

Disaggregation Of Revenue [Line Items]

Revenue

$ 305

$ 743

$ 514

[1]	Core marketplace revenue included a net loss of $6 million for the year ended December 31, 2022 and net gains of $22 and $7 million for the years ended December 31, 2021 and 2020, respectively, from the Company’s cash flow hedging program.

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Financial Instruments and Fair Value Measurement - Schedule of Contractual Maturities of Marketable Securities (Details) - Recurring - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Amortized Cost
Due within one year	$ 214	$ 150
Due after one year through five years		17
Total marketable securities	214	167
Estimated Fair Value
Due within one year	213	150
Due after one year through five years		17
Total marketable securities	$ 213	$ 167

Balance Sheet Components - Schedule of Accrued Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Decrease in logistics costs	$ 12
Percentage of decrease in logistics costs due to lower shipping volumes	21.00%
Decrease in deferred revenue and customer deposits	$ 7
Percentage of decrease in deferred revenue and customer deposits due to lower logistics volumes	28.00%
Unredeemable wish cash balances in core marketplace revenue		$ 4	$ 29
Decrease in sales and indirect taxes	$ 11
Percentage of decrease in sales and indirect taxes due to less taxes collected in connection with lower order volumes	42.00%

Geographical Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Geographical Information

. 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,
	2022				2021				2020
	($ in millions)
Europe	$	83	38	%	$	542	46	%	$	833	46	%
North America(1)		105	48	%		470	40	%		735	40	%
South America		7	3	%		50	4	%		90	5	%
Other		25	11	%		115	10	%		169	9	%
Core marketplace revenue(2)	$	220	100	%	$	1,177	100	%	$	1,827	100	%

(1)

United States accounted for $83 million, $389 million, $614 million of core marketplace revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

(2)

Core marketplace revenue included a net loss of $6 million for the year ended December 31, 2022 and net gains of $22 and $7 million for the years ended December 31, 2021 and 2020, respectively, from the Company’s cash flow hedging program.

China accounted for substantially all of marketplace and logistics revenue in 2022, 2021 and 2020, respectively, based on the location of the merchants’ operations. Marketplace and logistics revenue from merchants based in the United States was immaterial in all years presented.

The Company’s long-lived tangible assets, which consist of property and equipment, net and operating lease right-of-use assets, net, is as follows:


	Year Ended December 31,
	2022				2021
	($ in millions)
United States	$	13	72	%	$	30	85	%
China		4	22	%		3	9	%
Other(1)		1	6	%		2	6	%
Total property and equipment, net and right-of-use assets	$	18	100	%	$	35	100	%

(1)

Long-lived tangible assets outside the United States and China were located in 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

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

+ Details

Financial Instruments and Fair Value Measurement

12 Months Ended

Dec. 31, 2022

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, 2022
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	50	$	50	$	—	$	—
Corporate bonds		2		—		2		—
Total cash equivalents	$	52	$	50	$	2	$	—
Marketable securities:
U.S. Treasury bills	$	173	$	—	$	173	$	—
Commercial paper		7		—		7		—
Corporate bonds		29		—		29		—
Certificates of deposit		—		—		—		—
Non-U.S. government		4		—		4		—
Total marketable securities	$	213	$	—	$	213	$	—
Prepaid and other current assets:
Derivative assets	$	6	$	—	$	6	$	—
Total financial assets	$	271	$	50	$	221	$	—
Financial liabilities:
Accrued liabilities:
Derivative liabilities	$	2	$	—	$	2	$	—
Total financial liabilities	$	2	$	—	$	2	$	—


	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	$	—

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,
	2022				2021
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	214	$	213	$	150	$	150
Due after one year through five years		—		—		17		17
Total marketable securities	$	214	$	213	$	167	$	167

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, 2022 and 2021 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

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

10. Net loss per share

Prior to August 9, 2022, the Company computed net loss per share attributable to common stockholders using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the Company’s undistributed earnings or losses were allocated on a proportionate basis among the holders of both Class A and Class B common stock. As a result, the net loss per share attributed to common stockholders was, therefore, the same for both Class A and Class B common stock on an individual or combined basis.

Effective August 9, 2022, all Class B common stock were converted to Class A common stock. Net loss per share for the year ended December 31, 2022 and 2021 was not affected by the conversion.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Year Ended December 31,
	2022			2021			2020
	(in millions, except per share data)
Numerator:
Net loss	$	(384	)	$	(361	)	$	(745	)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		672			629			127
Net loss per share attributable to common stockholders, basic and diluted	$	(0.57	)	$	(0.57	)	$	(5.87	)

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:


	December 31,
	2022		2021		2020
	(in millions)
Warrant to purchase common stock		—		—		1
Common stock options outstanding		2		45		75
Unvested restricted stock units outstanding(1)		72		48		30
Employee stock purchase plan		3		4		—
Total		77		97		106

(1)

Unvested RSUs outstanding as of December 31, 2021 and 2020 included 11 and 10 million of outstanding PSUs, respectively. They were cancelled in the first quarter of 2022.

Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 546	$ 384
Additions	61	162
Balance at End of Period	$ 607	$ 546

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, 2022	Dec. 31, 2021
PSP 1
Concentration Risk [Line Items]
Percentage of funds receivable balance	56.00%	62.00%
PSP 2
Concentration Risk [Line Items]
Percentage of funds receivable balance	32.00%	32.00%

Financial Instruments and Fair Value Measurement - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Financial assets:
Derivative assets	$ 6	$ 4
Financial liabilities:
Derivative liabilities	2	1
Recurring
Financial assets:
Cash equivalents	52
Marketable securities	213	167
Derivative assets	6	4
Total financial assets	271	184
Financial liabilities:
Derivative liabilities	2	1
Total financial liabilities	2	1
Recurring \| Level 1
Financial assets:
Cash equivalents	50
Total financial assets	50	13
Recurring \| Level 2
Financial assets:
Cash equivalents	2
Marketable securities	213	167
Derivative assets	6	4
Total financial assets	221	171
Financial liabilities:
Derivative liabilities	2	1
Total financial liabilities	2	1
Recurring \| Money Market Funds
Financial assets:
Cash equivalents	50	13
Recurring \| Money Market Funds \| Level 1
Financial assets:
Cash equivalents	50	13
Recurring \| U.S. Treasury Bills
Financial assets:
Marketable securities	173	53
Recurring \| U.S. Treasury Bills \| Level 2
Financial assets:
Marketable securities	173	53
Recurring \| Certificates of Deposit
Financial assets:
Cash equivalents		5
Marketable securities	0
Recurring \| Certificates of Deposit \| Level 2
Financial assets:
Cash equivalents		5
Marketable securities	0
Recurring \| Commercial Paper
Financial assets:
Marketable securities	7	39
Recurring \| Commercial Paper \| Level 2
Financial assets:
Marketable securities	7	39
Recurring \| Non-U.S. government
Financial assets:
Marketable securities	4	13
Recurring \| Non-U.S. government \| Level 2
Financial assets:
Marketable securities	4	13
Recurring \| Corporate Bonds
Financial assets:
Cash equivalents	2
Marketable securities	29	57
Recurring \| Corporate Bonds \| Level 2
Financial assets:
Cash equivalents	2
Marketable securities	$ 29	$ 57

Geographical Information (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022				2021				2020
	($ in millions)
Europe	$	83	38	%	$	542	46	%	$	833	46	%
North America(1)		105	48	%		470	40	%		735	40	%
South America		7	3	%		50	4	%		90	5	%
Other		25	11	%		115	10	%		169	9	%
Core marketplace revenue(2)	$	220	100	%	$	1,177	100	%	$	1,827	100	%

(1)

United States accounted for $83 million, $389 million, $614 million of core marketplace revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

(2)

Summary of Property and Equipment, Net and Operating Lease Right-of-Use Assets, Net

The Company’s long-lived tangible assets, which consist of property and equipment, net and operating lease right-of-use assets, net, is as follows:


	Year Ended December 31,
	2022				2021
	($ in millions)
United States	$	13	72	%	$	30	85	%
China		4	22	%		3	9	%
Other(1)		1	6	%		2	6	%
Total property and equipment, net and right-of-use assets	$	18	100	%	$	35	100	%

(1)

Long-lived tangible assets outside the United States and China were located in Canada and the Netherlands.

Common Stock and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Parenthetical) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Share-Based Payment Arrangement [Abstract]
Decrease in stock-based compensation expense	$ 69

Derivative Financial Instruments

12 Months Ended

Dec. 31, 2022

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, 2022		December 31, 2021
	(in millions)
Cash flow hedges	$	168	$	320
Non-designated hedges		11		54
Total	$	179	$	374

Fair Value of Derivative Financial Instruments


	December 31, 2022				December 31, 2021
	Assets(1)		Liabilities(2)		Assets(1)		Liabilities(2)
	(in millions)
Derivative designated as hedging instruments
Cash flow hedges	$	2	$	—	$	2	$	—
Derivative not designated as hedging instruments
Foreign currency forward contracts	$	4	$	2	$	2	$	1
Total derivatives	$	6	$	2	$	4	$	1

(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,
	2022			2021
	(in millions)
Balance at the beginning of the period	$	2		$	2
Other comprehensive income before reclassifications		(6	)		22
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income		6			(22	)
Balance at the end of the period	$	2		$	2

Derivatives Not Designated as Hedging Instruments

The changes in fair value of the Company’s foreign exchange forward contracts not designated as hedging instruments were approximately a $7 million net loss and a $21 million net gain for the years ended December 31, 2022 and 2021, respectively, and were recognized in other income (expense), net in the consolidated statements of operations.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (384)	$ (361)	$ (745)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash inventory write downs	3	13
Depreciation and amortization	6	9	12
Noncash lease expense	6	11	10
Impairment of lease assets and property and equipment	11
Stock-based compensation expense	72	141	390
Remeasurement of redeemable convertible preferred stock warrant liability			110
Other		4	(2)
Changes in operating assets and liabilities:
Funds receivable	3	66	12
Prepaid expenses, other current and noncurrent assets	(1)	54	(2)
Accounts payable	(13)	(367)	263
Merchants payable	(65)	(269)	(166)
Accrued and refund liabilities	(49)	(213)	115
Lease liabilities	(8)	(11)	(10)
Other current and noncurrent liabilities	(3)	(28)	13
Net cash used in operating activities	(422)	(951)
Cash flows from investing activities:
Purchases of property and equipment and development of internal-use software	(2)	(2)	(2)
Purchases of marketable securities	(368)	(299)	(266)
Sales of marketable securities		50
Maturities of marketable securities	321	248	433
Other	(2)
Net cash (used in) provided by investing activities	(47)	(3)	165
Cash flows from financing activities:
Proceeds from issuance of common stock through employee equity incentive plans	1	13
Proceeds from initial public offering, net of underwriting discounts and commissions			1,052
Payments to repurchase common and redeemable convertible preferred stock			(1)
Payments of taxes related to RSU settlement and cashless exercise of stock options	(23)	(5)
Payment of deferred offering costs and other financing activities		(1)	(5)
Net cash (used in) provided by financing activities	(22)	7	1,046
Foreign currency effects on cash, cash equivalents, and restricted cash	(14)
Net (decrease) increase in cash, cash equivalents and restricted cash	(505)	(947)	1,211
Cash, cash equivalents and restricted cash at beginning of period	1,018	1,965	754
Cash, cash equivalents and restricted cash at end of period	513	1,018	1,965
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	506	1,009	1,965
Restricted cash included within prepaid expenses and other current assets in the consolidated balance sheets	7	9
Cash, cash equivalents and restricted cash at end of period	513	1,018	1,965
Supplemental cash flow disclosures:
Cash paid for income taxes, net of refunds	$ 6	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

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Logistics costs	$ 44	$ 56
Deferred revenue and customer deposits	18	25
Wish Cash liability	14	20
Sales and indirect taxes	15	26
Other	39	47
Total accrued liabilities	$ 130	$ 174

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	3,000,000,000	3,500,000,000
Common stock, shares issued	695,000,000	658,000,000
Common stock, shares outstanding	695,000,000	658,000,000
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	593,000,000
Common stock, shares outstanding	593,000,000	593,000,000
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	65,000,000
Common stock, shares outstanding	65,000,000	65,000,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Disaggregated Revenue

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


	Year Ended
	December 31,
	2022		2021		2020
	(in millions)
Core marketplace revenue	$	220	$	1,177	$	1,827
ProductBoost revenue		46		165		200
Marketplace revenue		266		1,342		2,027
Logistics revenue		305		743		514
Revenue	$	571	$	2,085	$	2,541

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,
	2022			2021
PSP 1		56	%		62	%
PSP 2		32	%		32	%

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 lease term

Derivative Financial Instruments - Schedule of Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Derivatives Fair Value [Line Items]
Derivative assets	$ 6	$ 4
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Derivative liabilities	$ 2	$ 1
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current	Accrued Liabilities, Current
Designated Hedges \| Cash Flow Hedges
Derivatives Fair Value [Line Items]
Derivative assets	$ 2	$ 2
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Non-designated Hedges \| Foreign Exchange Forward Contracts
Derivatives Fair Value [Line Items]
Derivative assets	$ 4	$ 2
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current
Derivative liabilities	$ 2	$ 1
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Accrued Liabilities, Current	Accrued Liabilities, Current

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

Use of Estimates

Segments

Revenue Recognition

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


	Year Ended
	December 31,
	2022		2021		2020
	(in millions)
Core marketplace revenue	$	220	$	1,177	$	1,827
ProductBoost revenue		46		165		200
Marketplace revenue		266		1,342		2,027
Logistics revenue		305		743		514
Revenue	$	571	$	2,085	$	2,541

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

Marketplace Revenue

Logistics Revenue

Deferred Revenue

Refunds and Chargebacks

Incentive Discount Offers

Wish Cash Liability

Cost of Revenue

Advertising Expense

Software Development Costs

Cash, Cash Equivalents and Restricted Cash

Marketable Securities

Funds Receivable

Concentrations of Risk

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


	December 31,
	2022			2021
PSP 1		56	%		62	%
PSP 2		32	%		32	%

Property and Equipment, Net

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 lease term

Impairment of Long-Lived Assets

Merchants Payable

Operating Lease Obligations

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

Stock-Based Compensation

The Company accounts for forfeitures as they occur.

Foreign Currency

Derivative Instruments

Cash Flow Hedges

Non-Designated Hedges

The Company does not use derivative financial instruments for speculative or trading purposes.

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

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

Accounting Pronouncements

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, 2021 shares
Performance-Based Units ("PSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted	11

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
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				$ 754
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	238	42
Auditor Name	PricewaterhouseCoopers LLP	Ernst & Young LLP
Auditor Location	San Francisco, California	San Francisco, California
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 2023 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, 2022.
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding			695,000,000
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding			0

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
State	$ (1,000,000)
Foreign	1,000,000	$ 10,000,000	$ 5,000,000
Total current		10,000,000	5,000,000
Deferred:
Foreign	1,000,000	0	(3,000,000)
Total deferred	1,000,000		(3,000,000)
Total provision for income taxes	$ 1,000,000	$ 10,000,000	$ 2,000,000

- Definition

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

+ References + Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (384)	$ (361)	$ (745)
Other comprehensive (loss) income:
Unrealized holding (losses) gains on derivatives and marketable securities, net of tax	(1)		2
Foreign currency translation adjustment	(7)	2	(1)
Other comprehensive (loss) income	(8)	2	1
Comprehensive loss	$ (392)	$ (359)	$ (744)

- Definition

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

+ References

Reference 1: 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 https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: 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 https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: 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 https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: 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 https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: 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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Operating Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee Lease Description [Line Items]
ROU assets	$ 9	$ 18
Operating lease, liabilities current	$ 7	$ 9
Operating lease, liability current, Statement of financial position [Extensible List]	Accrued liabilities	Accrued liabilities
Lease liabilities, non-current	$ 13	$ 16
Impairment of lease assets and property and equipment	$ 11
Weighted-average remaining lease term	3 years	3 years
Weighted-average discount rate	6.00%	6.00%
General and Administrative Expenses
Lessee Lease Description [Line Items]
Impairment of lease assets and property and equipment	$ 11
Impairment of operating lease ROU assets	6
Impairment of leasehold improvements	$ 5

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:


	December 31,
	2022		2021(1)
	(in millions)
Logistics costs(2)	$	44	$	56
Deferred revenue and customer deposits(3)		18		25
Wish Cash liability(4)		14		20
Sales and indirect taxes(5)		15		26
Other		39		47
Total accrued liabilities	$	130	$	174

(1)

The amounts previously disclosed in the Company’s 2021 Form 10-K were realigned to ensure consistency with the amounts reflected as of December 31, 2022.

(2)

Logistics costs decreased by $12 million or 21% primarily due to lower shipping volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021.

(3)

Deferred revenue and customer deposits decreased by $7 million or 28% primarily due to lower logistics volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021.

(4)

(5)

Sales and indirect taxes decreased by $11 million or 42% primarily due to less taxes in connection with lower order volumes during the fourth quarter of 2022 compared to the fourth quarter of 2021

Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ 388	$ 422	$ 757
Foreign	(5)	(71)	(14)
Loss before provision for income taxes	$ 383	$ 351	$ 743

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: 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(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: 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(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: 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(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Subsequent Events - Additional Information (Details) shares in Millions, $ in Millions	1 Months Ended			12 Months Ended
	Feb. 28, 2023 shares	Jan. 31, 2023 USD ($) Employee	Feb. 28, 2022 Employee	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Subsequent Event [Line Items]
Restructuring plan, number of positions reduced \| Employee			190
Restructuring plan, number of positions reduced, percentage			15.00%
Severance and other personnel reduction costs \| $				$ 3
Number of Options, Granted \| shares				8	0	0
Subsequent Event
Subsequent Event [Line Items]
Restructuring plan, number of positions reduced, percentage		17.00%
Subsequent Event \| Mr. Jun Yan
Subsequent Event [Line Items]
Vesting period	2 years
Term of option award	10 years
Subsequent Event \| Mr. Jun Yan \| Class A Common Stock
Subsequent Event [Line Items]
Number of Options, Granted \| shares	9
Subsequent Event \| Restricted Stock Units ("RSUs") \| Mr. Jun Yan
Subsequent Event [Line Items]
Number of Options, Granted \| shares	5
Subsequent Event \| Minimum
Subsequent Event [Line Items]
Severance and other personnel reduction costs \| $		$ 3
Subsequent Event \| Maximum
Subsequent Event [Line Items]
Restructuring plan, number of positions reduced \| Employee		150
Severance and other personnel reduction costs \| $		$ 4

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 558	$ 466
Capitalization of R&D expenses	30
Lease liabilities	4	5
Reserves and accruals not currently deductible	11	62
Stock-based compensation	5	19
Fixed assets including right of use assets	1
Total gross deferred tax assets	609	552
Less: valuation allowance	(607)	(546)
Total deferred tax assets, net of valuation allowance	2	6
Deferred tax liabilities:
Property and equipment, including right-of-use assets		(3)
Total gross deferred tax liabilities		(3)
Net deferred tax assets	$ 2	$ 3

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (384)	$ (361)	$ (745)
Denominator:
Weighted-average shares used in computing net loss per share, basic	672	629	127
Weighted-average shares used in computing net loss per share, diluted	672	629	127
Net loss per share attributable to common stockholders, basic	$ (0.57)	$ (0.57)	$ (5.87)
Net loss per share attributable to common stockholders, diluted	$ (0.57)	$ (0.57)	$ (5.87)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

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 https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

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

+ References

+ Details

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, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal benefit at statutory rate	$ (80)	$ (73)	$ (157)
State tax (benefit), net of federal benefit	(1)
Stock-based compensation	16	(68)	36
Foreign rate differential	11	(5)	(2)
Non-deductible warrant valuation			23
Other	(2)
Change in valuation allowance	57	156	102
Total provision for income taxes	$ 1	$ 10	$ 2

- Definition

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

+ References + Details

Operating Leases - Components of Lease Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease costs	$ 7	$ 13	$ 13
Short-term lease costs	2		1
Variable costs	1	2	1
Total	$ 10	$ 15	$ 15

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
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

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

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 $280 million senior secured revolving credit facility (the “Revolving Credit Facility”). If the Company is able to secure additional lender commitments and satisfy certain other conditions, the aggregate facility commitments can be increased by up to $100 million through an accordion option. The Company also enters 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 $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, 2022, the Company had not made any borrowings under the Revolving Credit Facility and it was in compliance with the related financial covenants. Fees incurred under the Revolving Credit Facility were insignificant for the years ended December 31, 2022, 2021, and 2020.

Purchase Obligations

Effective September 1, 2022, the Company entered into an amendment to a colocation and cloud services arrangement committing the Company to make payments of $85 million for services over 3 years. As of December 31, 2022, the remaining commitment under this amended agreement was approximately $72 million and is payable within the next three years.

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 initial public offering (“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 and the remaining three have been coordinated and consolidated. In May 2022, the Court appointed lead plaintiffs, who subsequently filed an amended consolidated class action complaint pursuant to Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act. The Company believes these lawsuits are without merit and it intends to vigorously defend them. The Court recently heard the Company’s motion to dismiss and a ruling is pending. Based on the preliminary nature of the proceedings in these cases, the Company cannot estimate a range of potential losses at this point in time. Further, even if there was a reasonable possibility of a material loss, the Company believes the possibility of material loss with respect to each of the matters is remote.

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 Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act and is seeking monetary damages. This matter is currently stayed. The Company believes this lawsuit is without merit and it intends to vigorously defend it. Based on the preliminary nature of the proceedings in these cases, the Company cannot estimate a range of potential losses at this time. Further, even if there was a reasonable possibility of a material loss, the Company believes the possibility of a material loss is remote.

In November 2021, France’s Directorate General for Competition, Consumer Affairs and Repression of Fraud (“DGCCRF”) 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. The Company has challenged the injunction in court but to date the injunction has been upheld. The Company continues to challenge the merits of the injunction and will pursue the matter in French Courts. The Company believes there is a reasonable possibility of a material loss, however, a range of potential losses cannot be estimated at this time.

In December 2021, the Company became aware that authorities in France charged Wish 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 a hearing is currently scheduled for March 2023. Any adverse outcome could result in payment of substantial fines, payments to allegedly impacted consumer groups, harm to the Company’s reputation, loss of rights, or adverse changes to the Company’s offerings or business practices in France. Any of these results could adversely affect the Company’s business. In addition, defending claims may be costly and may impose a significant burden on the Company’s management. The Company believes that the possibility of a loss is probable and management has previously disclosed the matter, however, the total amount accrued remains immaterial.

As of December 31, 2022, 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 will reassess the potential liability and may revise the estimate.

Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance at January 1	$ 1
Additions for tax positions of current year	9
Additions for tax positions of prior years		$ 1
Decreases for tax positions of prior years	(1)
Balance at December 31	$ 9	$ 1

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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,
	2022			2021			2020
	(in millions, except per share data)
Numerator:
Net loss	$	(384	)	$	(361	)	$	(745	)
Denominator:
Weighted-average shares used in computing net loss per share, basic and diluted		672			629			127
Net loss per share attributable to common stockholders, basic and diluted	$	(0.57	)	$	(0.57	)	$	(5.87	)

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:


	December 31,
	2022		2021		2020
	(in millions)
Warrant to purchase common stock		—		—		1
Common stock options outstanding		2		45		75
Unvested restricted stock units outstanding(1)		72		48		30
Employee stock purchase plan		3		4		—
Total		77		97		106

(1)

Unvested RSUs outstanding as of December 31, 2021 and 2020 included 11 and 10 million of outstanding PSUs, respectively. They were cancelled in the first quarter of 2022.

Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net gains or losses on change in fair value of foreign exchange forward contracts	$ 7	$ 21

Common Stock and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 72	$ 141	$ 390
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	7	20	35
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	6	12	23
Product Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	50	59	118
General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 9	$ 50	$ 214

Description of Business

12 Months Ended

Dec. 31, 2022

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 and is headquartered in San Francisco, California, with operations domestically and internationally.

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 underwriting discounts and commissions of approximately $52 million. Additionally, the Company incurred approximately $6 million of offering costs, net of reimbursements. 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. The Company also issued 10 million shares of Class A common stock upon the exercise of a redeemable convertible preferred stock warrant and approximately 1 million additional shares of Class A common stock in connection with the conversion of Series H redeemable convertible preferred stock into Class A common stock. 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.

Stock Split

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.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Components of Loss Before Provision for Income Taxes

The components of loss before provision for income taxes are as follows:


	Year Ended December 31,
	2022			2021			2020
	(in millions)
Domestic	$	388		$	422		$	757
Foreign		(5	)		(71	)		(14	)
Loss before provision for income taxes	$	383		$	351		$	743

Schedule of Provision for Income Taxes

The provision for income taxes consisted of the following:


	Year Ended December 31,
	2022			2021		2020
	(in millions)
Current:
Federal	$	—		$	—	$	—
State		(1	)		—		—
Foreign		1			10		5
Total current		—			10		5
Deferred:
Federal		—			—		—
State		—			—		—
Foreign		1			—		(3	)
Total deferred		1			—		(3	)
Total provision for income taxes	$	1		$	10	$	2

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:


	Year Ended December 31,
	2022			2021			2020
	(in millions)
Federal benefit at statutory rate	$	(80	)	$	(73	)	$	(157	)
State tax (benefit), net of federal benefit		(1	)		—			—
Stock-based compensation		16			(68	)		36
Foreign rate differential		11			(5	)		(2	)
Non-deductible warrant valuation		—			—			23
Other		(2	)		—			—
Change in valuation allowance		57			156			102
Total provision for income taxes	$	1		$	10		$	2

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are as follows:


	December 31,
	2022			2021
	(in millions)
Deferred tax assets:
Net operating loss carryforwards	$	558		$	466
Capitalization of R&D expenses		30			—
Lease liabilities		4			5
Reserves and accruals not currently deductible		11			62
Stock-based compensation		5			19
Fixed assets including right of use assets		1			—
Total gross deferred tax assets		609			552
Less: valuation allowance		(607	)		(546	)
Total deferred tax assets, net of valuation allowance		2			6
Deferred tax liabilities:
Property and equipment, including right-of-use assets		—			(3	)
Total gross deferred tax liabilities		—			(3	)
Net deferred tax assets	$	2		$	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, 2022
Deferred tax assets valuation allowance	$	546	$	61	$	—	$	607
Year ended December 31, 2021
Deferred tax assets valuation allowance	$	384	$	162	$	—	$	546

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:


	Year Ended December 31,
	2022			2021		2020
	(in millions)
Balance as of January 1	$	1		$	—	$	—
Additions for tax positions of current year		9			—		—
Additions for tax positions of prior years		—			1		—
Decreases for tax positions of prior years		(1	)		—		—
Balance as of December 31	$	9		$	1	$	—

Common Stock and Stock-Based Compensation - Additional Information (Details)	1 Months Ended			12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Feb. 28, 2022 USD ($)	Jan. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	May 31, 2022 shares	Mar. 31, 2022 shares	Nov. 19, 2020 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares purchased \| shares				1,000,000
Share based compensation expense				$ 1,000,000
Aggregate intrinsic value of options exercised				24,000,000	$ 161,000,000	$ 76,000,000
Aggregate intrinsic value of options outstanding				$ 0	$ 129,000,000	$ 1,300,000,000
Number of Options, Granted \| shares				8,000,000	0	0
Aggregate fair value of options vested				$ 5,000,000	$ 0	$ 0
Exercise price \| $ / shares				$ 1.58
Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of votes \| Vote				1
Class B Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of votes \| Vote				20
Conversion of stock, shares converted \| shares				1
Class B Common Stock \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of remaining outstanding shares				5.00%
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 \| shares				43,000,000
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 \| shares				12,000,000					8,000,000
2020 Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation purchase plan 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 \| shares				2,500
Share based compensation purchase plan offering period				24 months
Increase in cap for shares \| shares				5,000
2022 Inducement Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant \| shares				11,000,000
Aggregate number of shares reserved for issuance \| shares							27,000,000	12,000,000
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional stock based compensation expense				$ 4,000,000
Compensation expense recognition date				Nov. 20, 2024
Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of price per share				85.00%
Mr. Vijay Talwar \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options, Grant date Fair Value			$ 12,000,000
Mr. Vijay Talwar \| 2022 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
Term of option award			10 years
Share based compensation expense	$ 6,000,000
Mr. Vijay Talwar \| 2022 Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Granted \| shares			6,000,000
Exercise price \| $ / shares			$ 2.86
Mr. Jun Yan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of RSU vest upon termination of interim CEO within six months from commencement of employment				50.00%
Percentage of Option vest upon termination of interim CEO within six months from commencement of employment				50.00%
Mr. Jun Yan \| 2022 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period	1 year
Term of option award	10 years
Mr. Jun Yan \| 2022 Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options, Grant date Fair Value	$ 1,000,000
Number of Options, Granted \| shares	2,000,000
Exercise price \| $ / shares	$ 0.86
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, granted \| $ / shares				$ 1.619	$ 9.71	$ 16.99
Aggregate intrinsic value vested				$ 42,000,000	$ 83,000,000	$ 714,000,000
Aggregate intrinsic value of RSUs outstanding				35,000,000	$ 117,000,000	$ 550,000,000
Unrecognized compensation expenses				$ 165,000,000
Unrecognized compensation expenses, recognition period				2 years 4 months 24 days
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of option award				7 years
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				4 years
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period				5 years
Restricted Stock Units ("RSUs") \| Mr. Vijay Talwar \| 2022 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units, granted date fair value			$ 13,000,000
Number of Options, Granted \| shares			5,000,000
Restricted Stock Units ("RSUs") \| Mr. Jun Yan \| 2022 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units, granted date fair value	$ 2,000,000
Number of Options, Granted \| shares	2,000,000
Performance-Based Units ("PSUs") \| Executive Chair
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense reversal amount		$ 3,000,000
Performance stock units, modified fair value		$ 2,000,000
Performance-Based Units ("PSUs") \| Chief Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense reversal amount			$ 21,000,000
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expenses				$ 1,000,000
Unrecognized compensation expenses, recognition period				8 months 12 days

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) Segment Lease	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segment \| Segment	1
Number of reportable segment \| Segment	1
Advertising expense	$ 195	$ 1,000	$ 1,600
Percentage of concentrations of risk, cash and cash equivalents	24.00%	15.00%
Number of finance leases outstanding \| Lease	0
Percentage of merchants payable amount denominated in RMB	70.00%	76.00%
Net gain (losses) resulting from foreign exchange transactions	$ 10	$ (15)	(26)
Cumulative translation gain (loss)	$ (7)	$ 2	$ (1)
Foreign Exchange Forward Contracts
Summary Of Significant Accounting Policies [Line Items]
Derivative contract term	12 months
Minimum
Summary Of Significant Accounting Policies [Line Items]
Original maturities of marketable securities	90 days
Minimum \| Restricted Stock Units (RSUs) and Stock Options
Summary Of Significant Accounting Policies [Line Items]
Award requisite service period	1 year
Maximum \| Restricted Stock Units (RSUs) and Stock Options
Summary Of Significant Accounting Policies [Line Items]
Award requisite service period	4 years
United States
Summary Of Significant Accounting Policies [Line Items]
Percentage of cash and cash equivalents	72.00%	83.00%

Geographical Information - Summary of Property and Equipment, Net and Operating Lease Right-of-Use Assets, Net (Details) - USD ($)
$ in Millions

Dec. 31, 2022

Dec. 31, 2021

Entity Wide Revenue Major Customer [Line Items]

Property and equipment, net and right-of-use assets

$ 18

$ 35

Property and equipment, net and right-of-use assets percentage

100.00%

United States

Entity Wide Revenue Major Customer [Line Items]

Property and equipment, net and right-of-use assets

$ 13

$ 30

Property and equipment, net and right-of-use assets percentage

72.00%

85.00%

China

Entity Wide Revenue Major Customer [Line Items]

Property and equipment, net and right-of-use assets

$ 4

$ 3

Property and equipment, net and right-of-use assets percentage

22.00%

9.00%

Other

Entity Wide Revenue Major Customer [Line Items]

Property and equipment, net and right-of-use assets

^[1]

$ 1

$ 2

Property and equipment, net and right-of-use assets percentage

^[1]

6.00%

[1]	Long-lived tangible assets outside the United States and China were located in Canada and the Netherlands.

Restructuring

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring

12. Restructuring

In February 2022, the Company’s Board 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 Restructuring Plan includes i) reducing the Company’s headcount by approximately 15% (or approximately 190 positions), ii) exiting various office leases, and iii) reducing and realigning vendor expenditures. The Restructuring Plan was substantially implemented by the end of fiscal year 2022.

During the year ended December 31, 2022, the Company recorded charges of $3 million in severance and other personnel reductions costs for terminated employees and $11 million in impairments of lease assets and property and equipment. All related severance payments have been paid as of December 31, 2022.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 506	$ 1,009
Marketable securities	213	150
Funds receivable	14	17
Prepaid expenses and other current assets	44	48
Total current assets	777	1,224
Property and equipment, net	9	17
Right-of-use assets	9	18
Marketable securities		17
Other assets	4	7
Total assets	799	1,283
Current liabilities:
Accounts payable	53	67
Merchants payable	120	185
Refunds liability	6	23
Accrued liabilities	130	174
Total current liabilities	309	449
Lease liabilities, non-current	13	16
Total liabilities	322	465
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value: 100 shares authorized as of December 31, 2022 and 2021; No shares issued and outstanding as of December 31, 2022 and 2021
Common stock, $0.0001 par value: 3,000 Class A shares and 3,500 (3,000 Class A, 500 Class B) shares authorized as of December 31, 2022 and 2021, respectively; 695 Class A shares and 658 (593 Class A, 65 Class B) shares issued and outstanding as of December 31, 2022 and 2021, respectively
Additional paid-in capital	3,411	3,360
Accumulated other comprehensive (loss) income	(5)	3
Accumulated deficit	(2,929)	(2,545)
Total stockholders’ equity	477	818
Total liabilities and stockholders’ equity	$ 799	$ 1,283

Geographical Information - Summary of Revenue by Geographic Area (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 571

$ 2,085

$ 2,541

Core Marketplace Revenue

Entity Wide Revenue Major Customer [Line Items]

Revenue

^[1]

$ 220

$ 1,177

$ 1,827

Core Marketplace Revenue | Revenue | Geographic Concentration Risk

Entity Wide Revenue Major Customer [Line Items]

Revenue percentage

^[1]

100.00%

Core Marketplace Revenue | Europe

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 83

$ 542

$ 833

Core Marketplace Revenue | Europe | Revenue | Geographic Concentration Risk

Entity Wide Revenue Major Customer [Line Items]

Revenue percentage

38.00%

46.00%

Core Marketplace Revenue | North America

Entity Wide Revenue Major Customer [Line Items]

Revenue

^[2]

$ 105

$ 470

$ 735

Core Marketplace Revenue | North America | Revenue | Geographic Concentration Risk

Entity Wide Revenue Major Customer [Line Items]

Revenue percentage

^[2]

48.00%

40.00%

Core Marketplace Revenue | South America

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 7

$ 50

$ 90

Core Marketplace Revenue | South America | Revenue | Geographic Concentration Risk

Entity Wide Revenue Major Customer [Line Items]

Revenue percentage

3.00%

4.00%

5.00%

Core Marketplace Revenue | Other

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 25

$ 115

$ 169

Core Marketplace Revenue | Other | Revenue | Geographic Concentration Risk

Entity Wide Revenue Major Customer [Line Items]

Revenue percentage

11.00%

10.00%

9.00%

[1]	Core marketplace revenue included a net loss of $6 million for the year ended December 31, 2022 and net gains of $22 and $7 million for the years ended December 31, 2021 and 2020, respectively, from the Company’s cash flow hedging program.
[2]	United States accounted for $83 million, $389 million, $614 million of core marketplace revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

Description of Business - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions		1 Months Ended	12 Months Ended
	Dec. 04, 2020	Dec. 31, 2020 USD ($) Vote Class $ / shares shares	Dec. 31, 2022	Dec. 31, 2020 USD ($) 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

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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	77	97	106
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
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	2	45	75
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	72	48	30
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	3	4

Commitments and Contingencies - Additional Information (Details)	1 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($)	Nov. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) Case
Commitments And Contingencies Disclosure [Line Items]
Number of putative class action lawsuits \| Case			4
Number of cases dismissed by plaintiff \| Case			1
Number of cases coordinated and consolidated \| Case			3
Colocation and Cloud Services Arrangement
Commitments And Contingencies Disclosure [Line Items]
Purchase commitment amount	$ 85,000,000
Purchase commitment, period	3 years
Purchase obligations, remaining commitment	$ 72,000,000
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%

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Reduction in Workforce

In January 2023, the Company announced a plan to reduce its workforce by up to 150 employees, representing approximately 17% of the Company's current global workforce. The reduction in workforce ("RIF") is intended to refocus the Company's operations to support its ongoing business prioritization efforts, better align resources, and improve operational efficiencies. In connection with the RIF, the Company expects to incur one-time charges of approximately $3 million to $4 million consisting of employee severance and other personnel reduction costs. The Company expects that the majority of these charges will be incurred in the first quarter of 2023 and that the implementation of the RIF will be substantially complete by the end of second quarter of 2023.

New CEO Grants

In February 2023, the Board appointed Mr. Yan as the Company’s CEO, effective February 21, 2023, superseding his previous role as the Company’s interim CEO. According to the terms of his new employment agreement, Mr. Yan was granted 5 million RSUs and options to purchase 9 million shares of the Company’s Class A common stock at an exercise price equal to the closing price of the Company’s Class A common stock on February 27, 2023. These RSUs and options will become vested (and with respect to options), exercisable, in periodic installments over a 2-year term, subject to the CEO’s continued service with the Company. The option award has a term of 10 years. Mr. Yan’s equity awards granted under his previous employment agreement as interim CEO will continue to vest per the terms of that agreement.

Derivative Financial Instruments - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance at the beginning of the period	$ 2	$ 2
Other comprehensive income before reclassifications	(6)	22
Amounts recognized in core marketplace revenue and reclassified out of accumulated other comprehensive income	6	(22)
Balance at the end of the period	$ 2	$ 2

Common Stock and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [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			Weighted- Average Grant Date Fair Value
	(in millions)							(in millions)
Balances at December 31, 2021(1)		45		$	0.254	2.5			48		$	9.846
Granted		8		$	2.398				93		$	1.619
Vested									(29	)	$	5.529
Exercised		(44	)	$	0.219
Forfeited or cancelled		(7	)	$	2.949				(41	)	$	6.163
Balances at December 31, 2022		2		$	1.039		9.5		71		$	2.796

Outstanding RSUs as of December 31, 2021 included 11 million PSUs, which were cancelled in February 2022.

Summary of Assumptions Used in Black-Scholes Option Pricing Model

A summary of the weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the options granted during the year ended December 31, 2022 is as follows:



	Black-Scholes
	Assumptions
Expected term (in years)		5.93
Risk free interest rate		2.28	%
Volatility		75.53	%
Dividend yield		—

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,
	2022		2021		2020
	(in millions)
Cost of revenue	$	7	$	20	$	35
Sales and marketing		6		12		23
Product development		50		59		118
General and administrative		9		50		214
Total stock-based compensation(1)	$	72	$	141	$	390

(1)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 571	$ 2,085	$ 2,541
Cost of revenue	405	977	947
Gross profit	166	1,108	1,594
Operating expenses:
Sales and marketing	254	1,102	1,708
Product development	194	208	222
General and administrative	116	165	295
Total operating expenses	564	1,475	2,225
Loss from operations	(398)	(367)	(631)
Other income (expense), net:
Interest and other income (expense), net	15	16	(2)
Remeasurement of redeemable convertible preferred stock warrant liability			(110)
Loss before provision for income taxes	(383)	(351)	(743)
Provision for income taxes	1	10	2
Net loss	$ (384)	$ (361)	$ (745)
Net loss per share attributable to common stockholders, basic	$ (0.57)	$ (0.57)	$ (5.87)
Net loss per share attributable to common stockholders, diluted	$ (0.57)	$ (0.57)	$ (5.87)
Weighted-average shares used in computing net loss per share, basic	672	629	127
Weighted-average shares used in computing net loss per share, diluted	672	629	127

Geographical Information - Summary of Revenue by Geographic Area (Parenthetical) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 571

$ 2,085

$ 2,541

Core Marketplace Revenue

Entity Wide Revenue Major Customer [Line Items]

Revenue

^[1]

220

1,177

1,827

Net gains (loss) from cash flow hedging program

(6)

Core Marketplace Revenue | United States

Entity Wide Revenue Major Customer [Line Items]

Revenue

$ 83

$ 389

$ 614

[1]	Core marketplace revenue included a net loss of $6 million for the year ended December 31, 2022 and net gains of $22 and $7 million for the years ended December 31, 2021 and 2020, respectively, from the Company’s cash flow hedging program.

- Definition

+ References

+ Details

Common Stock and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance	45
Number of Options, Granted	8	0	0
Number of Options, Exercised	(44)
Number of Options, Forfeited or cancelled	(7)
Number of Options, Ending balance	2	45
Weighted-Average Exercise Price, Beginning balance	$ 0.254
Weighted-Average Exercise Price, Granted	2.398
Weighted-Average Exercise Price, Exercised	0.219
Weighted-Average Exercise Price, Forfeited or cancelled	2.949
Weighted-Average Exercise Price, Ending balance	$ 1.039	$ 0.254
Weighted-Average Remaining Contractual Term	9 years 6 months	2 years 6 months
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Beginning balance	48
Number of Restricted Stock Units, Granted	93
Number of Restricted Stock Units, Vested	(29)
Number of Restricted Stock Units, Forfeited or cancelled	(41)
Number of Restricted Stock Units, Ending balance	71	48
Weighted-Average Grant Date Fair Value, Beginning balance	$ 9.846
Weighted-Average Grant Date Fair Value, Granted	1.619	$ 9.71	$ 16.99
Weighted-Average Grant Date Fair Value, Vested	5.529
Weighted-Average Grant Date Fair Value, Forfeited or cancelled	6.163
Weighted-Average Grant Date Fair Value, Ending balance	$ 2.796	$ 9.846

Derivative Financial Instruments - Summary of Total Gross Notional Amounts of Outstanding Derivatives (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	$ 179,000,000	$ 374,000,000
Designated Hedges \| Cash Flow Hedges
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	168,000,000	320,000,000
Non-designated Hedges
Derivatives Fair Value [Line Items]
Total gross notional amounts of outstanding derivatives	$ 11,000,000	$ 54,000,000

Common Stock and Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Expected term (in years)	5 years 11 months 4 days
Risk-free rate	2.28%
Volatility	75.53%