Net Income (Loss) per Share

12 Months Ended

Dec. 31, 2022

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the years indicated (in millions, except per share amounts):


	Year Ended December 31,
	2020		2021		2022
Net income (loss)	$	(4,585)	$	(352)	$	1,893
Add: convertible notes interest expense, net of tax	—		—		4
Net income (loss) - diluted	$	(4,585)	$	(352)	$	1,897
Weighted-average shares in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	284		616		637
Effect of dilutive securities	—		—		43
Diluted	284		616		680

Net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	$	(16.12)	$	(0.57)	$	2.97
Diluted	$	(16.12)	$	(0.57)	$	2.79

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net loss per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

There were no preferred dividends declared or accumulated for the years ended December 31, 2020, 2021, and 2022. As of December 31, 2020, 2021, and 2022, RSUs to be settled in 12.0 million, 9.6 million, and 9.6 million, respectively, shares of Class A common stock were excluded from the table below because they are subject to market conditions that were not achieved as of such date. As of December 31, 2020 and 2021, 0.5 million shares of RSAs were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. As of December 31, 2022, 0.3 million shares of RSAs were excluded from the table below because they are subject to performance conditions that were not achieved as of such date. The 2026 Notes issued in March 2021 are deemed to be anti-dilutive under the if-converted method for the year ended December 31, 2021. Refer to Note 9, Debt, for further information on the 2026 Notes.

Additionally, the following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive (in millions):


	Year Ended December 31,
	2020	2021	2022
2026 Notes(1)	—	11	—
Warrants	8	8	—
Escrow shares	1	—	—
Stock options	41	24	1
RSUs	36	26	9

ESPP	1	1	—

Total	87	70	10

(1)Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change are entitled to an increase in the conversion rate. The 11.1 million shares represents the maximum number of shares that could have been issued upon conversion after considering the make-whole fundamental change adjustment on an unweighted basis.