Part I [Business](index=5&type=section&id=Item%201.%20Business) The company operates a global, mobile-first e-commerce platform undergoing a strategic turnaround to improve efficiency - Wish is one of the largest global e-commerce platforms, connecting over **24 million Monthly Active Users (MAUs)** in over 60 countries to approximately **170,000 active global merchants** as of year-end 2022[18](index=18&type=chunk)[24](index=24&type=chunk) - The platform is designed for discovery-based shopping, with over **90% of user activity on the mobile app** and approximately **70% of sales not involving a search query**[19](index=19&type=chunk)[27](index=27&type=chunk) - The company is executing a turnaround strategy, including a **15% workforce reduction in 2022** and a further **17% reduction announced in January 2023**[57](index=57&type=chunk)[113](index=113&type=chunk) - A majority of merchants are based in China, but Wish is expanding its global merchant base and operates the Wish Local pickup program[20](index=20&type=chunk)[21](index=21&type=chunk) [Competition](index=9&type=section&id=Item%201.%20Business%23Competition) The company faces intense competition from large global e-commerce platforms and traditional offline discount retailers - The company competes with both large global e-commerce platforms and traditional discount retailers[42](index=42&type=chunk) - Competition is based on affordability, user experience, product selection, and shipping terms for users[41](index=41&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) [Human Capital](index=11&type=section&id=Item%201.%20Business%23Human%20Capital) The company had 886 employees at year-end 2022 and announced a 17% workforce reduction in January 2023 - As of December 31, 2022, the company had **886 full-time employees** worldwide, with 490 located in the U.S[57](index=57&type=chunk) - A workforce reduction of up to **150 employees (17% of the global workforce)** was announced in January 2023 to refocus operations and improve efficiency[57](index=57&type=chunk) - The employee base was **57% male and 42% female**, and the Board of Directors was **60% male and 40% female** as of year-end 2022[59](index=59&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks in user retention, financial stability, internal controls, and regulatory compliance - The company's success depends on its ability to attract and engage users cost-effectively, with **reduced ad spend negatively impacting user metrics**[76](index=76&type=chunk)[77](index=77&type=chunk) - **Material weaknesses in internal control over financial reporting** have been identified, which could lead to material misstatements[147](index=147&type=chunk)[148](index=148&type=chunk)[563](index=563&type=chunk) - The company faces significant legal and regulatory risk in France, where an injunction has led to the **delisting of the Wish app**, impacting revenue[173](index=173&type=chunk)[175](index=175&type=chunk) - The company has a history of net losses, incurring **$384 million in 2022**, and had an accumulated deficit of approximately **$2.9 billion**[111](index=111&type=chunk)[302](index=302&type=chunk) - The company received a **Nasdaq notice for failing to meet the $1.00 minimum bid price requirement**, posing a risk of delisting[247](index=247&type=chunk)[251](index=251&type=chunk) [Unresolved Staff Comments](index=53&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments [Properties](index=53&type=section&id=Item%202.%20Properties) The company leases its San Francisco headquarters and is actively reducing its real estate footprint as part of restructuring - Corporate headquarters is in San Francisco, CA, with approximately **69,000 sq. ft.** under leases expiring in 2025[284](index=284&type=chunk) - The company is actively seeking to reduce its real estate footprint as part of its restructuring efforts[285](index=285&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 7 in the Financial Statements - Details on legal proceedings are located in Note 7 of the financial statements[286](index=286&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company has no mine safety disclosures Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on Nasdaq under "WISH" and it does not anticipate paying dividends - Class A common stock trades on the Nasdaq Global Select Market under the symbol **"WISH"**[290](index=290&type=chunk) - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future[292](index=292&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2022 saw a significant revenue and user decline, prompting major restructuring efforts to improve efficiency Key Financial and Performance Metrics (2020-2022) | | Year Ended December 31, | | | |---|---|---|---| | | **2022** | **2021** | **2020** | | **MAU (in millions)** | 24 | 74 | 107 | | **LTM Active Buyers (in millions)** | 13 | 38 | 64 | | **Adjusted EBITDA ($ in millions)** | $(288) | $(199) | $(217) | | **Free Cash Flow ($ in millions)** | $(424) | $(953) | $(2) | - **MAUs and LTM Active Buyers decreased by approximately 68% and 66% YoY**, respectively, in 2022, primarily due to reduced digital advertising[314](index=314&type=chunk)[316](index=316&type=chunk) - The company is undergoing significant restructuring, including a **15% headcount reduction in 2022** and a planned **17% reduction in 2023**[306](index=306&type=chunk)[308](index=308&type=chunk) [Results of Operations](index=63&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Results%20of%20Operations) Total revenue fell 73% in 2022 due to lower order volumes, while gross margin contracted significantly to 29% Revenue Comparison (2022 vs 2021) | Revenue Type | 2022 ($M) | 2021 ($M) | Change ($M) | Change (%) | |---|---|---|---|---| | Core marketplace revenue | $220 | $1,177 | $(957) | (81)% | | ProductBoost revenue | $46 | $165 | $(119) | (72)% | | **Marketplace revenue** | **$266** | **$1,342** | **$(1,076)** | **(80)%** | | **Logistics revenue** | **$305** | **$743** | **$(438)** | **(59)%** | | **Total Revenue** | **$571** | **$2,085** | **$(1,514)** | **(73)%** | - Sales and marketing expenses **decreased by $848 million (77%)** in 2022, primarily due to reduced digital advertising expenditures[351](index=351&type=chunk) - **Gross margin decreased from 53% in 2021 to 29% in 2022**, driven by a higher mix of lower-margin logistics revenue and pricing changes[350](index=350&type=chunk) [Liquidity and Capital Resources](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Liquidity%20and%20Capital%20Resources) The company ended 2022 with $719 million in cash and believes this is sufficient for the next 12 months - The company had cash, cash equivalents, and marketable securities of **$719 million** as of December 31, 2022[358](index=358&type=chunk) Cash Flow Summary (2020-2022) | Cash Flow Activity | 2022 ($M) | 2021 ($M) | 2020 ($M) | |---|---|---|---| | Operating activities | $(422) | $(951) | $0 | | Investing activities | $(47) | $(3) | $165 | | Financing activities | $(22) | $7 | $1,046 | - The company has access to a **$280 million revolving credit facility**, which remained undrawn as of December 31, 2022[361](index=361&type=chunk)[505](index=505&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to foreign currency and interest rate risks, managed through hedging and short-term investments - The company uses foreign currency forward contracts to hedge exposures, mainly related to merchants payable denominated in non-functional currencies[390](index=390&type=chunk) - A hypothetical **10% appreciation or depreciation of the U.S. dollar** against other currencies is not expected to have a material effect[392](index=392&type=chunk) - Inflation is not considered to have had a material effect, but rising inflation could affect consumer discretionary spending[393](index=393&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements show a significant revenue decline, a net loss of $384 million, and total assets of $799 million Consolidated Statement of Operations Highlights (in millions) | | 2022 | 2021 | 2020 | |---|---|---|---| | **Revenue** | $571 | $2,085 | $2,541 | | **Gross Profit** | $166 | $1,108 | $1,594 | | **Loss from Operations** | $(398) | $(367) | $(631) | | **Net Loss** | $(384) | $(361) | $(745) | | **Net Loss per Share** | $(0.57) | $(0.57) | $(5.87) | Consolidated Balance Sheet Highlights (in millions) | | Dec 31, 2022 | Dec 31, 2021 | |---|---|---| | **Total Current Assets** | $777 | $1,224 | | *Cash and cash equivalents* | *$506* | *$1,009* | | **Total Assets** | **$799** | **$1,283** | | **Total Current Liabilities** | $309 | $449 | | **Total Liabilities** | **$322** | **$465**| | **Total Stockholders' Equity** | **$477** | **$818** | - The company's **dual-class stock structure was eliminated** on August 9, 2022, when all Class B shares converted to Class A shares[512](index=512&type=chunk)[513](index=513&type=chunk) - As of December 31, 2022, the company had federal net operating loss (NOL) carryforwards of approximately **$2.6 billion**[542](index=542&type=chunk) [Controls and Procedures](index=107&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective due to two material weaknesses in internal control - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2022[561](index=561&type=chunk) - A material weakness was identified due to an **ineffective control environment**, including insufficient management oversight and competent personnel[563](index=563&type=chunk) - A second material weakness was identified in **IT general controls (ITGCs)**, specifically regarding user access and change management[563](index=563&type=chunk) - A remediation plan is underway, involving hiring new personnel, enhancing training, and improving IT governance and controls[565](index=565&type=chunk)[566](index=566&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=110&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information will be incorporated by reference from the 2023 Proxy Statement [Executive Compensation](index=110&type=section&id=Item%2011.%20Executive%20Compensation) Required information will be incorporated by reference from the 2023 Proxy Statement [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=110&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Required information will be incorporated by reference from the 2023 Proxy Statement [Certain Relationships and Related Transactions, and Director Independence](index=110&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Required information will be incorporated by reference from the 2023 Proxy Statement [Principal Accounting Fees and Services](index=110&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Required information will be incorporated by reference from the 2023 Proxy Statement Part IV [Exhibits, Financial Statement Schedules](index=111&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed with the Form 10-K [Form 10-K Summary](index=112&type=section&id=Item%2016.%20Form%2010-K%20Summary) None

year 2022 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's remarks, there will be a question and answer session. To ask a question during the session, you'll need to press star 11 on your telephone. If you wish to remove yourself from the queue, simply press star 11 again. As a reminder, today's program is being recorded. And now I'd like to introduce your host for today's program, Mr. Ralph Fong, WISH's head of investor relations. Please go ahead. Thank ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Delaware 27-2930953 (State or other jurisdiction of incorporation or organization) One Sansome Street 33rd Floor San Francisco, CA 94104 (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.) Registrant's telephone number, including area code: (415) 432-7323 Securities registered pursuant to Section 12(b) of the Act: (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ...

Hey, and thank you for standing by. Welcome to WISH's second quarter 2022 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's prepared remarks, there will be a question and answer session. To ask a question during the session, you'll need to press star 11 on your telephone. I would now like to turn the conference over to Randy Schrago, WISH's Vice President of Investor Relations. Please go ahead. Hi, everyone, and welcome to WISH's second quarter 2022 earn ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ______ Commission File Number: 001-39775 ContextLogic Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 27-2930953 (State or other jur ...

Participants are in a listen-only mode. After the speaker's prepared remarks, there will be a question and answer session. To ask a question during the session, you will need to press star one on your telephone. Please be aware that today's call may be recorded. Should you require any further assistance, please press star zero. I would now like to turn the conference over to Randy Schrago, which is Vice President of Investor Relations. Hi, everyone, and welcome to WISH's first quarter 2022 earnings conferen ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to _ Commission File Number: 001-39775 ContextLogic Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 27-2930953 (State or other jurisdicti ...

Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39775 ContextLogic Inc. (Exact name of Registrant as specified in its Charter) Delaware 27-2930953 (State or other jurisdiction of in ...

After the speaker's presentation, there'll be a question and answer session. To ask a question during the session, you need to press star one on your telephone. If you require any further assistance, please press star zero. I would now like to turn the call over to your host, Randy Schragel, VP of Investor Relations. You may begin. Hi, everyone, and welcome to WISH's fourth quarter and fiscal year-end 2021 Earnings Conference Call. I am Randy Schrago, VP of Investor Relations, and joining me today are our n ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39775 WASHINGTON, DC 20549 ContextLogic Inc. (Exact Name of Registrant as Specified in its Charter) (I.R.S. Employer Identification No.) Registrant's telephone number, including ar ...