Wayfair (W) 10-Q 3 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Oct. 27, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-36666
Entity Registrant Name	Wayfair Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4791999
Entity Address, Address Line One	4 Copley Place
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	532-6100
Title of each class	Class A Common Stock, $0.001 par value per share
Trading symbol(s)	W
Name of each exchange on which registered	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001616707
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		81,430,576
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		25,691,397

CONSOLIDATED AND CONDENSED BALA

CONSOLIDATED AND CONDENSED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 731	$ 1,706
Short-term investments	557	693
Accounts receivable, net	332	226
Inventories	103	69
Prepaid expenses and other current assets	281	318
Total current assets	2,004	3,012
Operating lease right-of-use assets	852	849
Property and equipment, net	763	674
Other non-current assets	34	35
Total assets	3,653	4,570
Current liabilities
Accounts payable	1,056	1,166
Other current liabilities	905	1,051
Total current liabilities	1,961	2,217
Long-term debt	3,134	3,052
Operating lease liabilities, net of current	909	892
Other non-current liabilities	27	28
Total liabilities	6,031	6,189
Commitments and contingencies (Note 5)
Stockholders’ deficit:
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at September 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	565	337
Accumulated deficit	(2,929)	(1,949)
Accumulated other comprehensive loss	(14)	(7)
Total stockholders’ deficit	(2,378)	(1,619)
Total liabilities and stockholders’ deficit	3,653	4,570
Class A common stock
Stockholders’ deficit:
Common stock	0	0
Class B common stock
Stockholders’ deficit:
Common stock	$ 0	$ 0

CONSOLIDATED AND CONDENSED BA_2

CONSOLIDATED AND CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Convertible redeemable preferred units, par value (in usd per share)	$ 0.001	$ 0.001
Convertible redeemable preferred units, shares authorized (in shares)	10,000,000	10,000,000
Convertible redeemable preferred units, shares issued (in shares)	0	0
Class A common stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	80,772,544	79,150,937
Common stock, shares outstanding (in shares)	80,772,544	79,150,937
Class B common stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	164,000,000	164,000,000
Common stock, shares issued (in shares)	25,691,397	25,691,761
Common stock, shares outstanding (in shares)	25,691,397	25,691,761

CONSOLIDATED AND CONDENSED STAT

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net revenue	$ 2,840,000	$ 3,121,000	$ 9,117,000	$ 10,456,000
Cost of goods sold	2,016,000	2,238,000	6,594,000	7,442,000
Gross profit	824,000	883,000	2,523,000	3,014,000
Operating expenses:
Customer service and merchant fees	156,000	140,000	469,000	432,000
Advertising	353,000	315,000	1,067,000	1,033,000
Selling, operations, technology, general and administrative	656,000	498,000	1,970,000	1,435,000
Impairment and other related charges	0	0	40,000	12,000
Restructuring charges	31,000	0	31,000	0
Total operating expenses	1,196,000	953,000	3,577,000	2,912,000
(Loss) income from operations	(372,000)	(70,000)	(1,054,000)	102,000
Interest expense, net	(5,000)	(8,000)	(19,000)	(24,000)
Other (expense) income, net	(1,000)	4,000	0	(1,000)
Gain on debt extinguishment	96,000	0	96,000	0
(Loss) income before income taxes	(282,000)	(74,000)	(977,000)	77,000
Provision for income taxes, net	1,000	4,000	3,000	6,000
Net (loss) income	$ (283,000)	$ (78,000)	$ (980,000)	$ 71,000
(Loss) earnings per share:
Basic (in usd per share)	$ (2.66)	$ (0.75)	$ (9.28)	$ 0.68
Diluted (in usd per share)	$ (2.66)	$ (0.75)	$ (9.28)	$ 0.65
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic (in shares)	106	104	106	104
Diluted (in shares)	106	104	106	107

CONSOLIDATED AND CONDENSED ST_2

CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (283,000)	$ (78,000)	$ (980,000)	$ 71,000
Other comprehensive (loss) income:
Foreign currency translation adjustments	(2,000)	0	(5,000)	0
Net unrealized loss on available-for-sale investments	0	0	(2,000)	0
Comprehensive (loss) income	$ (285,000)	$ (78,000)	$ (987,000)	$ 71,000

CONSOLIDATED AND CONDENSED ST_3

CONSOLIDATED AND CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands, shares in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Class A and Class B Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Balance (in shares) at Dec. 31, 2020			100
Balance at Dec. 31, 2020	$ (1,192,000)	$ (631,000)	$ 0	$ 699,000	$ (699,000)	$ (1,886,000)	$ 68,000	$ (5,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon vesting of RSUs (in shares)			1
Balance (in shares) at Jun. 30, 2021			104
Balance at Jun. 30, 2021	(1,542,000)		$ 0	132,000		(1,669,000)		(5,000)
Balance (in shares) at Dec. 31, 2020			100
Balance at Dec. 31, 2020	(1,192,000)	$ (631,000)	$ 0	699,000	$ (699,000)	(1,886,000)	$ 68,000	(5,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	71,000					71,000
Equity-based compensation expense	257,000			257,000
Repurchase of common stock (in shares)			(1)
Repurchase of common stock	(300,000)			(300,000)
Shares issued upon conversion of convertible notes (in shares)			4
Shares issued upon conversion of convertible notes	265,000			265,000
Balance (in shares) at Sep. 30, 2021			104
Balance at Sep. 30, 2021	(1,530,000)		$ 0	222,000		(1,747,000)		(5,000)
Balance (in shares) at Jun. 30, 2021			104
Balance at Jun. 30, 2021	(1,542,000)		$ 0	132,000		(1,669,000)		(5,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(78,000)					(78,000)
Equity-based compensation expense	90,000			90,000
Balance (in shares) at Sep. 30, 2021			104
Balance at Sep. 30, 2021	(1,530,000)		$ 0	222,000		(1,747,000)		(5,000)
Balance (in shares) at Dec. 31, 2021			105
Balance at Dec. 31, 2021	(1,619,000)		$ 0	337,000		(1,949,000)		(7,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(980,000)					(980,000)
Other comprehensive loss	(7,000)							(7,000)
Issuance of common stock upon vesting of RSUs (in shares)			2
Equity-based compensation expense	383,000			383,000
Premium paid on capped calls	(80,000)			(80,000)
Repurchase of common stock (in shares)			(1)
Repurchase of common stock	(75,000)			(75,000)
Balance (in shares) at Sep. 30, 2022			106
Balance at Sep. 30, 2022	(2,378,000)		$ 0	565,000		(2,929,000)		(14,000)
Balance (in shares) at Jun. 30, 2022			106
Balance at Jun. 30, 2022	(2,145,000)		$ 0	513,000		(2,646,000)		(12,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(283,000)					(283,000)
Other comprehensive loss	(2,000)							(2,000)
Equity-based compensation expense	132,000			132,000
Premium paid on capped calls	(80,000)			(80,000)
Balance (in shares) at Sep. 30, 2022			106
Balance at Sep. 30, 2022	$ (2,378,000)		$ 0	$ 565,000		$ (2,929,000)		$ (14,000)

CONSOLIDATED AND CONDENSED ST_4

CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net (loss) income	$ (980,000)	$ 71,000
Adjustments used to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	270,000	240,000
Equity-based compensation	355,000	237,000
Amortization of discount and issuance costs on convertible notes	7,000	6,000
Impairment and other related charges	40,000	12,000
Gain on debt extinguishment	(96,000)	0
Other non-cash adjustments	20,000	2,000
Changes in operating assets and liabilities:
Accounts receivable, net	(113,000)	(58,000)
Inventories	(35,000)	(15,000)
Prepaid expenses and other current assets	39,000	(38,000)
Other assets	0	1,000
Accounts payable and other current liabilities	(294,000)	(133,000)
Other liabilities	15,000	(4,000)
Net cash (used in) provided by operating activities	(772,000)	321,000
Cash flows from investing activities:
Purchase of short- and long-term investments	(420,000)	(775,000)
Sale and maturities of short- and long-term investments	550,000	701,000
Purchase of property and equipment	(136,000)	(78,000)
Site and software development costs	(205,000)	(129,000)
Other investing activities, net	0	5,000
Net cash used in investing activities	(211,000)	(276,000)
Cash flows from financing activities:
Repurchase of common stock	(75,000)	(300,000)
Proceeds from issuance of convertible notes, net of issuance costs	678,000	0
Premiums paid for capped calls	(80,000)	0
Payments to extinguish convertible debt	(3,000)	0
Payments to extinguish convertible debt	(504,000)	0
Other financing activities, net	0	(2,000)
Net cash flows provided by (used in) financing activities	16,000	(302,000)
Effect of exchange rate changes on cash and cash equivalents	(8,000)	(7,000)
Net decrease in cash and cash equivalents	(975,000)	(264,000)
Cash and cash equivalents:
Beginning of period	1,706,000	2,129,000
End of period	731,000	1,865,000
Supplemental cash flow information:
Cash paid for interest on long-term debt	26,000	19,000
Non-cash impact to equity upon conversion of convertible notes, net of taxes	0	265,000
Purchase of property and equipment included in accounts payable and other liabilities	$ 14,000	$ 22,000

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated and condensed financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, references to “Wayfair,” “we,” “us” and “our” refer to Wayfair Inc. and its subsidiaries. In our opinion, the accompanying unaudited consolidated and condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2022 or future periods. The Company has identified the significant accounting policies that are critical to understanding its business and results of operations. Wayfair believes that there have been no significant changes during the three and nine months ended September 30, 2022 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of our Annual Report on Form 10-K for the year ended December 31, 2021. In the fourth quarter of 2021, Wayfair changed its presentation from thousands to millions. As a result of the change in presentation, prior period amounts in the unaudited consolidated and condensed financial statements and notes thereto have been reclassified to conform to current period presentation and certain current and prior period amounts may not recalculate due to rounding.

Supplemental Financial Statemen

Supplemental Financial Statement Disclosures	9 Months Ended
	Sep. 30, 2022
Supplemental Financial Statement Disclosures [Abstract]
Supplemental Financial Statement Disclosures	2. Supplemental Financial Statement Disclosures Accounts Receivable, Net As of September 30, 2022, we reported accounts receivable of $332 million, net of allowance for credit losses of $19 million. As of December 31, 2021, we reported accounts receivable of $226 million, net of allowance for credit losses of $12 million. The changes in the allowance for credit losses were not material for the three and nine months ended September 30, 2022. Management believes credit risk is mitigated since approximately 97% of the net revenue recognized for the three and nine months ended September 30, 2022 was collected in advance of recognition. Contract Liabilities Contract liabilities included in other current liabilities was $237 million at September 30, 2022 and $306 million at December 31, 2021. During the nine months ended September 30, 2022, Wayfair recognized $214 million of net revenue that was included in other current liabilities as of December 31, 2021. Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing, and uncertainty of net revenue and cash flows are affected by economic factors. Refer to Note 10, Segment and Geographic Information , for additional detail. Impairment and Other Related Charges During the second quarter of 2022, Wayfair identified an indicator of impairment for one of our U.S. office locations, which was primarily due to current sublease market conditions. We performed an analysis and determined that the carrying amount of the asset group exceeded its fair value, which was calculated based on estimated future sublease income. As a result, we recorded a charge of $40 million during the second quarter of 2022, which included $32 million of non-cash impairment of the right-of-use (“ROU”) asset, $7 million for the non-cash impairment of fixed assets and the remainder for other items. In the first quarter of 2021, Wayfair enacted a plan to consolidate certain customer service centers in identified U.S. locations to transition toward virtual service models. Factors that influenced our decision were our ability to utilize a greater use of remote and home office applications and our ability to provide superior customer care. As a result, we recorded a charge of $12 million during the third quarter of 2021, which included $6 million for the non-cash impairment of ROU assets, $5 million for the non-cash accelerated depreciation of fixed assets and the remainder for other items. The impairment of ROU assets represents the excess of estimated future remaining call center lease commitments over expected future sublease income in certain affected facilities. Restructuring Charges On August 19, 2022, Wayfair announced a workforce reduction involving approximately 870 employees in connection with its previously announced plans to manage operating expenses and realign investment priorities. This reduction represented approximately 5% of Wayfair’s global workforce and approximately 10% of Wayfair’s corporate team at that time. As a result of this workforce reduction, Wayfair incurred a total of $31 million of costs, consisting primarily of one-time employee severance and benefit costs, substantially all of which were expensed in the third quarter of 2022 and recorded to restructuring charges within the consolidated and condensed statements of operations. As of September 30, 2022, Wayfair had $12 million recorded in other current liabilities for employee severance benefits which are expected to be paid in the fourth quarter of 2022.

Cash and Cash Equivalents, Inve

Cash and Cash Equivalents, Investments, and Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Cash and Cash Equivalents, Investments, and Fair Value Measurements	3. Cash and Cash Equivalents, Investments and Fair Value Measurements Investments As of September 30, 2022 and December 31, 2021, all of Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments. Wayfair did not have any realized gains nor losses during the three and nine months ended September 30, 2022 or 2021. During the three and nine months ended September 30, 2022 and 2021, Wayfair did not recognize any credit losses related to its available-for-sale debt securities. Further, as of September 30, 2022 and December 31, 2021, Wayfair did not record an allowance for credit losses related to its available-for-sale debt securities. The following tables present details of Wayfair’s investment securities as of September 30, 2022 and December 31, 2021: September 30, 2022 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 559 $ — $ (2) $ 557 December 31, 2021 Amortized Gross Unrealized Gains Gross Estimated (in millions) Short-term: Investment securities $ 693 $ — $ — $ 693 Fair Value Measurements Wayfair's financial assets and liabilities are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The three levels of inputs used to measure fair value are as follows: ▪ Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities ▪ Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full-term of the asset or liability ▪ Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability This hierarchy requires Wayfair to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We classify our cash equivalents within Level 1 because we value these investments using quoted market prices. The fair value of our Level 1 financial assets is based on quoted market prices of the identical underlying security. We classify short-term investments within Level 2 because unadjusted quoted prices for identical or similar assets in markets are not active. None of our cash and cash equivalents or investments are classified as Level 3. The following tables set forth the fair value of Wayfair’s financial assets measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 332 $ — $ — $ 332 Cash equivalents 399 — — 399 Total cash and cash equivalents 731 — — 731 Short-term investments: Investment securities — 557 — 557 Total $ 731 $ 557 $ — $ 1,288 December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 906 $ — $ — $ 906 Cash equivalents 800 — — 800 Total cash and cash equivalents 1,706 — — 1,706 Short-term investments: Investment securities — 693 — 693 Total $ 1,706 $ 693 $ — $ 2,399

Debt and Other Financing

Debt and Other Financing	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt and Other Financing	4. Debt and Other Financing The following table presents the outstanding principal amount and carrying value of debt and other financing as of the dates presented: September 30, 2022 December 31, 2021 Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount (in millions) Revolving Credit Facility $— $ — $ — 2022 Notes $ — $ — $ — $ 3 $ — $ 3 2024 Notes 200 (2) 198 575 (6) 569 2025 Notes 1,289 (9) 1,280 1,518 (13) 1,505 2026 Notes 949 (8) 941 949 (9) 940 2027 Notes 690 (12) 678 — — — 2025 Accreting Notes 37 — 37 36 (1) 35 Total Debt $ 3,134 $ 3,052 Short-term debt $ — $ — Long-term debt $ 3,134 $ 3,052 Revolving Credit Facility Wayfair has a five-year senior secured revolving credit facility (the “Revolver”), which matures on March 24, 2026, and provides for non-amortizing revolving loans in an aggregate amount of $600 million. Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver. Wayfair had approximately $66 million in outstanding letters of credit as of September 30, 2022, primarily as security for lease agreements. As of September 30, 2022, there were no revolving loans outstanding under the Revolver. Convertible Non-Accreting Notes In September 2022, Wayfair issued $690 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2027 (the “2027 Notes”), which includes the exercise in full of a $90 million option granted to the initial purchasers. In connection with the issuance of the 2027 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2027 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2027 Notes (the “2027 Capped Calls”). The following table summarizes certain terms related to our current outstanding non-accreting convertible notes (collectively, the “Non-Accreting Notes” and together with the 2025 Accreting Notes, the “Notes”): Convertible Non-Accreting Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears 2024 Notes November 1, 2024 1.125% 1.5% May 1 and November 1 2025 Notes October 1, 2025 0.625% 0.9% April 1 and October 1 2026 Notes August 15, 2026 1.000% 1.2% February 15 and August 15 2027 Notes September 15, 2027 3.250% 3.6% March 15 and September 15 Convertible Accreting Notes No cash interest is payable on the 2025 Accreting Notes. Instead, the 2025 Accreting Notes accrue interest at a rate of 2.50% per annum, which accretes to the principal amount on April 1 and October 1 of each year. The 2025 Accreting Notes will mature on April 1, 2025, unless earlier purchased, redeemed or converted. The annual effective interest rate of the 2025 Accreting Notes is 2.7%. Seniority of the Notes The Notes are general senior unsecured obligations of Wayfair. The Notes rank senior in right of payment to any of Wayfair’s future indebtedness that is expressly subordinated in right of payment to the Notes, rank equal in right of payment to Wayfair’s existing and future unsecured indebtedness that is not so subordinated and are effectively subordinated in right of payment to any of Wayfair’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Non-Accreting Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries, including Wayfair LLC’s guaranty of the 2025 Accreting Notes, and the 2025 Accreting Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries (other than Wayfair LLC). Indentures The Notes are governed by separate indentures between Wayfair, as issuer, and U.S. Bank National Association, as trustee. The Non-Accreting Notes indenture also includes Wayfair LLC, as guarantor. Each indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the respective Notes then outstanding may declare the entire principal amount or accreted principal amount, as the case may be, of the respective Notes plus accrued interest, if any, to be immediately due and payable. Conversion and Redemption Terms of the Notes Wayfair's Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Notes’ initial conversion terms are summarized below: Convertible Notes Maturity Date Free Convertibility Date Initial Conversion Rate per $1,000 Principal Initial Conversion Price Earliest Potential Redemption Date 2022 Notes September 1, 2022 June 1, 2022 9.6100 $104.06 September 8, 2020 2024 Notes November 1, 2024 August 1, 2024 8.5910 $116.40 May 8, 2022 2025 Notes October 1, 2025 July 1, 2025 2.3972 $417.15 October 4, 2022 2026 Notes August 15, 2026 May 15, 2026 6.7349 $148.48 August 20, 2023 2027 Notes September 15, 2027 June 15, 2027 15.7597 $63.45 September 20, 2025 2025 Accreting Notes April 1, 2025 - 13.7931 $72.50 May 9, 2023 The conversion rate is subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of Wayfair’s Class A common stock, but will not be adjusted for accrued and unpaid interest. During the third quarter of 2022, upon maturity of the 2022 Notes, Wayfair paid in cash the remaining outstanding principal to the holders of the 2022 Notes. Wayfair will settle any conversions of the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes in cash, shares of Wayfair’s Class A common stock or a combination thereof, with the form of consideration determined at Wayfair’s election. The holders of the Non-Accreting Notes may convert all or a portion of such Notes prior to certain specified dates (each, a “Free Convertibility Date”) under the following circumstances (in each case, as applicable to each series of Non-Accreting Notes): • during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Wayfair’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five ten • if Wayfair calls the notes for redemption, at any time prior to 5:00 p.m. (New York City time) (“the close of business”) on the second scheduled trading day immediately preceding the redemption date; and • upon the occurrence of specified corporate events (as set forth in the applicable indenture). On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Non-Accreting Notes may convert their Non-Accreting Notes at any time. Because the conditional conversion features of the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes were not triggered during the calendar quarter ended September 30, 2022, the 2024 Notes, 2025 Notes, 2026 Notes, and 2027 Notes are not convertible during the calendar quarter ended December 31, 2022. The holders of the 2025 Accreting Notes may convert all or a portion of their 2025 Accreting Notes at any time prior to the close of business on the second business day immediately preceding the maturity date. Wayfair will settle any conversion of 2025 Accreting Notes with a number of shares of Wayfair’s Class A common stock per $1,000 original principal amount of 2025 Accreting Notes equal to the accreted principal amount of such original principal amount of 2025 Accreting Notes divided by the conversion price. Upon the occurrence of a fundamental change (as defined in the applicable indenture), holders of the Notes may require Wayfair to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount (or accreted principal amount) of the Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date (such interest to be included in the accreted principal amount for the 2025 Accreting Notes). Holders of the Non-Accreting Notes who convert their respective notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the indenture) may be entitled to a premium in the form of an increase in the conversion rate of the respective notes. Holders of the 2025 Accreting Notes who convert in connection with a make-whole fundamental change (as defined in the applicable indenture) may be entitled to a premium in the form of an increase in the conversion rate. Wayfair may not redeem the Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, Wayfair may redeem for cash all or part of the applicable series of Notes if the last reported sale price of Wayfair’s Class A common stock equals or exceeds 130% (Non-Accreting Notes) or 276% (2025 Accreting Notes) of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which Wayfair provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which Wayfair provides notice of the redemption. The redemption price will be either 100% of the principal amount (or accreted principal amount) of the notes to be redeemed, plus accrued and unpaid interest, if any, or the if-converted value if the holder elects to convert their Notes upon receiving notice of redemption. Accounting for the Notes The Notes are recorded as a single unit within liabilities in the consolidated and condensed balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium. Transaction costs to issue the Notes were recorded as direct deductions from the related debt liabilities and amortized to interest expense, net using the effective interest method over the terms of the corresponding Notes. Interest for the Accreting Notes is amortized to interest expense, net using the effective interest method over the term of the Accreting Notes and recorded to other long-term liabilities in the consolidated and condensed balance sheet. Upon accretion to the principal amount on April 1 and October 1 of each year, Wayfair will reclassify the interest accrued as of that date to long-term debt. Proceeds from 2027 Notes Transactions and Partial Extinguishment of 2024 Notes and 2025 Notes The net proceeds from the issuance of the 2027 Notes were approximately $678 million after deducting the initial purchasers’ discounts and the offering expenses payable by Wayfair. Wayfair used approximately $80 million of the net proceeds from the issuance of the 2027 Notes to purchase the 2027 Capped Calls. In addition, Wayfair used approximately $506 million of the net proceeds from the issuance of the 2027 Notes to repurchase for cash approximately $375 million aggregate principal amount of the 2024 Notes and approximately $229 million aggregate principal amount of the 2025 Notes, as well as aggregate accrued interest of $2 million for both the 2024 Notes and 2025 Notes, in privately negotiated repurchase transactions. In accounting for the repurchases of the 2024 Notes and 2025 Notes, Wayfair recorded a $96 million gain on debt extinguishment, representing the difference between the cash paid for principal of $504 million and the combined net carrying value of the 2024 Notes and 2025 Notes of $600 million. Wayfair intends to use the remaining net proceeds from the issuance of the 2027 Notes for working capital and general corporate purposes, including, but not limited to, operating and capital expenditures. We may also use a portion of the net proceeds to finance acquisitions, strategic transactions, investments, repurchases of our Class A common stock or the repayment, redemption, purchase or exchange of indebtedness (including the Notes). Conversions of Notes There were no conversions of the Notes in the three and nine months ended September 30, 2022. During the nine months ended September 30, 2021, holders of the 2022 Notes and 2026 Notes converted $15 million of aggregate principal and received 147,374 shares of Wayfair’s Class A common stock. During the nine months ended September 30, 2021, GHEP VII Aggregator, L.P. (“Great Hill”) converted $253 million of accreted principal of the 2025 Accreting Notes and received 3,490,175 shares of Wayfair's Class A common stock. In aggregate, these conversions increased additional paid-in capital by $265 million for the nine months ended September 30, 2021. Interest Expense Wayfair recognized contractual interest expense and debt discount amortization of $7 million and $2 million, respectively, for the three months ended September 30, 2022 and $21 million and $6 million, respectively, for the nine months ended September 30, 2022. We recognized contractual interest expense and debt discount amortization of $7 million and $2 million, respectively, for the three months ended September 30, 2021 and $18 million and $6 million, respectively, for the nine months ended September 30, 2021. Fair Value of Notes The estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2025 Accreting Notes was $167 million, $862 million, $597 million, $554 million, and $17 million respectively, as of September 30, 2022. The estimated fair value of the Non-Accreting Notes was determined through consideration of quoted market prices. The estimated fair value of the 2025 Accreting Notes was determined through an option pricing model using Level 3 inputs. The fair values of the Non-Accreting Notes and the 2025 Accreting Notes are classified as Level 2 and Level 3, respectively, as defined in Note 3, Cash and Cash Equivalents, Investments and Fair Value Measurements . The if-converted value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2025 Accreting Notes did not exceed the principal value as of September 30, 2022. Capped Calls The 2024 Capped Calls, 2025 Capped Calls, 2026 Capped Calls and 2027 Capped Calls (collectively, the "Capped Calls") are expected generally to reduce the potential dilution and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Non-Accreting Notes upon conversion of the Non-Accreting Notes if the market price per share of Wayfair’s Class A common stock is greater than the strike price of the applicable Capped Call (which correspond to the initial conversion price of the applicable Non-Accreting Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the "Initial Cap Price"). The Capped Calls can, at Wayfair’s option, remain outstanding until their maturity date, even if all or a portion of the Non-Accreting Notes are converted, repurchased or redeemed prior to such date. Each of the Capped Calls has an initial cap price per share of Wayfair’s Class A common stock, which represented a premium over the last reported sale price (or, with respect to the 2025 Capped Calls, the volume-weighted average price) of Wayfair’s Class A common stock on the date the corresponding Non-Accreting Notes were priced (the "Cap Price Premium"), and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Wayfair’s Class A common stock underlying the Non-Accreting Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Non-Accreting Notes. The initial terms for the Capped Calls are presented below: Capped Calls Maturity Date Initial Cap Price Cap Price Premium 2024 Capped Calls November 1, 2024 $219.63 150% 2025 Capped Calls October 1, 2025 $787.08 150% 2026 Capped Calls August 15, 2026 $280.15 150% 2027 Capped Calls September 15, 2027 $97.62 100%

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. Commitments and Contingencies Legal Matters

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholders' Deficit	6. Stockholders’ Deficit Common Stock Since Wayfair's initial public offering through September 30, 2022, 56,347,017 shares of Class B common stock were converted to the same number of shares of Class A common stock. Stock Repurchase Programs During the three months ended September 30, 2022 and September 30, 2021, Wayfair did not repurchase any shares of Class A common stock under its stock repurchase programs. During the nine months ended September 30, 2022 and September 30, 2021, Wayfair repurchased $75 million and $300 million, respectively of Class A Common stock under its stock repurchase programs at an average price of $136.80 and $305.43 per share.

Equity-Based Compensation

Equity-Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	7. Equity-Based Compensation 2014 Incentive Award Plan The Board adopted the 2014 Incentive Award Plan ("2014 Plan") to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The 2014 Plan is administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provides for the issuance of stock options, SARs, restricted common stock, restricted stock units ("RSUs"), performance shares, stock payments, cash payments, dividend awards and other incentives. The 2014 Plan initially made 8,603,066 shares of Class A common stock available for future award grants. The 2014 Plan also contains an evergreen provision whereby the shares available for future grants are increased on the first day of each calendar year from January 1, 2016 through and including January 1, 2024. As of September 30, 2022, 1,093,512 shares of Class A common stock were available for future grant under the 2014 Plan. In October 2022, the 2014 Plan was amended (the “Amended 2014 Plan”) by the stockholders of Wayfair to increase the aggregate number of shares of Class A common stock authorized for issuance under the 2014 Plan by 5,000,000 shares. Shares or RSUs forfeited, withheld for minimum statutory tax obligations, and unexercised stock option lapses from the Amended 2014 Plan are available for future grant under the Amended 2014 Plan. The following table presents activity relating to RSUs for the nine months ended September 30, 2022: Shares Weighted- Unvested at December 31, 2021 5,229,708 $ 208.62 RSUs granted 6,658,162 $ 93.98 RSUs vested (2,169,217) $ 161.83 RSUs forfeited/canceled (1,303,409) $ 165.97 Unvested at September 30, 2022 8,415,244 $ 136.46 The intrinsic value of RSUs vested was $210 million and $584 million for the nine mon ths ended September 30, 2022 and 2021, respectively . The aggregate intrinsic value of RSUs unvested is $274 million as of September 30, 2022. Unrecognized equity-based compensation expense related to RSUs expected to vest over time is $1.0 billion with a weighted-average remaining ve sting term of 1.3 years as of September 30, 2022.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The provision for income taxes, net recorded in the three and nine months ended September 30, 2022 is primarily related to income tax benefits for tax losses earned in the U.S. and certain foreign jurisdictions and U.S. state income taxes, as well as related changes in increases in our valuation allowance on deferred tax assets, as well as some U.S. state minimum and foreign taxes. Wayfair had no material unrecognized tax benefits as of September 30, 2022 and December 31, 2021.

(Loss) Earnings per Share

(Loss) Earnings per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
(Loss) Earnings per Share	9. (Loss) Earnings per Share The following table presents the calculation of basic and diluted (loss) earnings per share: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions, except per share data) Numerator: Numerator for basic EPS - Net (loss) income $ (283) $ (78) $ (980) $ 71 Effect of dilutive securities: Interest expense associated with convertible debt instruments — — — (2) Numerator for diluted EPS - net (loss) income available to common stockholders after the effect of dilutive securities $ (283) $ (78) $ (980) $ 69 Denominator: Denominator for basic EPS - weighted-average number of shares of common stock outstanding 106 104 106 104 Effect of dilutive securities: Restricted stock units — — — 3 Dilutive potential common shares — — — 3 Denominator for diluted EPS - adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities 106 104 106 107 (Loss) Earnings per Share: Basic $ (2.66) $ (0.75) $ (9.28) $ 0.68 Diluted $ (2.66) $ (0.75) $ (9.28) $ 0.65 The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted (loss) earnings per share were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Unvested restricted stock units 8 4 8 — Shares related to convertible debt instruments 26 15 26 16 Total 34 19 34 16 Wayfair may settle conversions of the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election. Wayfair will settle conversions of the 2025 Accreting Notes in shares. T he Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Non-Accreting Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price. As of September 30, 2022, the number of shares of Wayfair's Class A common stock potentially issuable at the respective conversion prices of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2025 Accreting Notes, is 1,714,506 shares, 3,089,893 shares, 6,389,662 shares, 10,874,193 shares and 507,179 shares. Under the Capped Calls outstanding as of September 30, 2022, the maximum cash value obtainable of the 2024 Capped Calls, 2025 Capped Calls, 2026 Capped Calls and 2027 Capped Calls, if exercised at maturity, is $177 million, $1.1 billion, $841 million and $372 million, respectively. For more information on the structure of the Notes and the Capped Calls, see Note 4, Debt and Other Financing .

Segment and Geographic Informat

Segment and Geographic Information	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Segment and Geographic Information	10. Segment and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. Wayfair’s CODM is its Chief Executive Officer. Wayfair's operating and reportable segments are the U.S. and International. These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA. Adjusted EBITDA is defined as net (loss) income before depreciation and amortization, equity-based compensation and related taxes, interest expense, net, other expense (income), net, provision for income taxes, net, non-recurring items, and other items not indicative of our ongoing operating performance. These charges are excluded from evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance. Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative based on the usage and relative contribution provided to the segments. It excludes from the allocations certain operating expense lines, including depreciation and amortization, equity-based compensation and related taxes, impairment and other related charges, and restructuring charges, as well as interest expense, net, other expense (income), net, gain on debt extinguishment, and provision for income taxes, net. There are no net revenue transactions between Wayfair's reportable segments. U.S. The U.S. segment primarily consists of amounts earned through product sales through Wayfair's family of sites in the U.S. International The International segment primarily consists of amounts earned through product sales through Wayfair's international sites. Net revenue from external customers for each group of similar products and services are not reported to the CODM. Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the cost to develop it would be excessive. No individual country outside of the U.S. provided greater than 10% of consolidated net revenue. The following tables present net revenues and Adjusted EBITDA attributable to Wayfair's reportable segments for the periods presented: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) U.S. net revenue $ 2,440 $ 2,595 $ 7,778 $ 8,514 International net revenue 400 526 1,339 1,942 Total net revenue $ 2,840 $ 3,121 $ 9,117 $ 10,456 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Adjusted EBITDA: U.S. $ (51) $ 167 $ (109) $ 717 International (73) (66) (236) (99) Total reportable segments Adjusted EBITDA (124) 101 (345) 618 Less: reconciling items (1) (159) (179) (635) (547) Net (loss) income $ (283) $ (78) $ (980) $ 71 (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net (loss) income: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Depreciation and amortization $ 94 $ 82 $ 270 $ 240 Equity-based compensation and related taxes 123 89 368 264 Interest expense, net 5 8 19 24 Other expense (income), net 1 (4) — 1 Provision for income taxes, net 1 4 3 6 Other: Impairment and other related charges (a) — — 40 12 Restructuring charges (b) 31 — 31 — Gain on debt extinguishment (c) (96) — (96) — Total reconciling items $ 159 $ 179 $ 635 $ 547 (a) In the nine months ended September 30, 2022, we recorded $40 million of lease impairment and other related charges related to changes in market conditions around future sublease income for one of our office locations in the U.S. In the nine months ended September 30, 2021, we recorded $12 million of customer service center impairment and other related charges related to our plan to consolidate customer service centers in identified U.S. locations. (b) In the three and nine months ended September 30, 2022, we recorded a $31 million charge to restructuring charges for severance costs associated with the August 2022 workforce reductions. There were no similar charges in the prior period ended September 30, 2021. (c) In the three and nine months ended September 30, 2022, we recorded a $96 million gain on debt extinguishment upon repurchase of $375 aggregate principal amount of our 2024 Notes and $229 aggregate principal amount of our 2025 Notes in September 2022. There were no similar charges in the prior period ended September 30, 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated and condensed financial statements contained in this Quarterly Report on Form 10-Q are those of Wayfair Inc. and its wholly-owned subsidiaries. Unless the context indicates otherwise, references to “Wayfair,” “we,” “us” and “our” refer to Wayfair Inc. and its subsidiaries. In our opinion, the accompanying unaudited consolidated and condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting and reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2022 or future periods. The Company has identified the significant accounting policies that are critical to understanding its business and results of operations. Wayfair believes that there have been no significant changes during the three and nine months ended September 30, 2022 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of our Annual Report on Form 10-K for the year ended December 31, 2021. In the fourth quarter of 2021, Wayfair changed its presentation from thousands to millions. As a result of the change in presentation, prior period amounts in the unaudited consolidated and condensed financial statements and notes thereto have been reclassified to conform to current period presentation and certain current and prior period amounts may not recalculate due to rounding.

Cash and Cash Equivalents, In_2

Cash and Cash Equivalents, Investments, and Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Marketable Securities	The following tables present details of Wayfair’s investment securities as of September 30, 2022 and December 31, 2021: September 30, 2022 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 559 $ — $ (2) $ 557 December 31, 2021 Amortized Gross Unrealized Gains Gross Estimated (in millions) Short-term: Investment securities $ 693 $ — $ — $ 693
Schedule of the Fair Value of the Company's Financial Assets Measured at Fair Value on a Recurring Basis Based on the Three-Tier Value Hierarchy	The following tables set forth the fair value of Wayfair’s financial assets measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 332 $ — $ — $ 332 Cash equivalents 399 — — 399 Total cash and cash equivalents 731 — — 731 Short-term investments: Investment securities — 557 — 557 Total $ 731 $ 557 $ — $ 1,288 December 31, 2021 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 906 $ — $ — $ 906 Cash equivalents 800 — — 800 Total cash and cash equivalents 1,706 — — 1,706 Short-term investments: Investment securities — 693 — 693 Total $ 1,706 $ 693 $ — $ 2,399

Debt and Other Financing (Table

Debt and Other Financing (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Outstanding Principal and Carrying Value	The following table presents the outstanding principal amount and carrying value of debt and other financing as of the dates presented: September 30, 2022 December 31, 2021 Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount (in millions) Revolving Credit Facility $— $ — $ — 2022 Notes $ — $ — $ — $ 3 $ — $ 3 2024 Notes 200 (2) 198 575 (6) 569 2025 Notes 1,289 (9) 1,280 1,518 (13) 1,505 2026 Notes 949 (8) 941 949 (9) 940 2027 Notes 690 (12) 678 — — — 2025 Accreting Notes 37 — 37 36 (1) 35 Total Debt $ 3,134 $ 3,052 Short-term debt $ — $ — Long-term debt $ 3,134 $ 3,052
Schedule of Convertible Notes	The following table summarizes certain terms related to our current outstanding non-accreting convertible notes (collectively, the “Non-Accreting Notes” and together with the 2025 Accreting Notes, the “Notes”): Convertible Non-Accreting Notes Maturity Date Annual Coupon Rate Annual Effective Interest Rate Payment Dates for Semi-Annual Interest Payments in Arrears 2024 Notes November 1, 2024 1.125% 1.5% May 1 and November 1 2025 Notes October 1, 2025 0.625% 0.9% April 1 and October 1 2026 Notes August 15, 2026 1.000% 1.2% February 15 and August 15 2027 Notes September 15, 2027 3.250% 3.6% March 15 and September 15 Wayfair's Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Notes’ initial conversion terms are summarized below: Convertible Notes Maturity Date Free Convertibility Date Initial Conversion Rate per $1,000 Principal Initial Conversion Price Earliest Potential Redemption Date 2022 Notes September 1, 2022 June 1, 2022 9.6100 $104.06 September 8, 2020 2024 Notes November 1, 2024 August 1, 2024 8.5910 $116.40 May 8, 2022 2025 Notes October 1, 2025 July 1, 2025 2.3972 $417.15 October 4, 2022 2026 Notes August 15, 2026 May 15, 2026 6.7349 $148.48 August 20, 2023 2027 Notes September 15, 2027 June 15, 2027 15.7597 $63.45 September 20, 2025 2025 Accreting Notes April 1, 2025 - 13.7931 $72.50 May 9, 2023
Schedule of Initial Terms for Capped Calls	The initial terms for the Capped Calls are presented below: Capped Calls Maturity Date Initial Cap Price Cap Price Premium 2024 Capped Calls November 1, 2024 $219.63 150% 2025 Capped Calls October 1, 2025 $787.08 150% 2026 Capped Calls August 15, 2026 $280.15 150% 2027 Capped Calls September 15, 2027 $97.62 100%

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of Activity Relating to Restricted Stock Units	The following table presents activity relating to RSUs for the nine months ended September 30, 2022: Shares Weighted- Unvested at December 31, 2021 5,229,708 $ 208.62 RSUs granted 6,658,162 $ 93.98 RSUs vested (2,169,217) $ 161.83 RSUs forfeited/canceled (1,303,409) $ 165.97 Unvested at September 30, 2022 8,415,244 $ 136.46

(Loss) Earnings per Share (Tabl

(Loss) Earnings per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Share	The following table presents the calculation of basic and diluted (loss) earnings per share: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions, except per share data) Numerator: Numerator for basic EPS - Net (loss) income $ (283) $ (78) $ (980) $ 71 Effect of dilutive securities: Interest expense associated with convertible debt instruments — — — (2) Numerator for diluted EPS - net (loss) income available to common stockholders after the effect of dilutive securities $ (283) $ (78) $ (980) $ 69 Denominator: Denominator for basic EPS - weighted-average number of shares of common stock outstanding 106 104 106 104 Effect of dilutive securities: Restricted stock units — — — 3 Dilutive potential common shares — — — 3 Denominator for diluted EPS - adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities 106 104 106 107 (Loss) Earnings per Share: Basic $ (2.66) $ (0.75) $ (9.28) $ 0.68 Diluted $ (2.66) $ (0.75) $ (9.28) $ 0.65
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted (loss) earnings per share were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Unvested restricted stock units 8 4 8 — Shares related to convertible debt instruments 26 15 26 16 Total 34 19 34 16

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Schedule of Activity Related to Net Revenue and Adjusted EBITDA	The following tables present net revenues and Adjusted EBITDA attributable to Wayfair's reportable segments for the periods presented: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) U.S. net revenue $ 2,440 $ 2,595 $ 7,778 $ 8,514 International net revenue 400 526 1,339 1,942 Total net revenue $ 2,840 $ 3,121 $ 9,117 $ 10,456 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Adjusted EBITDA: U.S. $ (51) $ 167 $ (109) $ 717 International (73) (66) (236) (99) Total reportable segments Adjusted EBITDA (124) 101 (345) 618 Less: reconciling items (1) (159) (179) (635) (547) Net (loss) income $ (283) $ (78) $ (980) $ 71 (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net (loss) income: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in millions) Depreciation and amortization $ 94 $ 82 $ 270 $ 240 Equity-based compensation and related taxes 123 89 368 264 Interest expense, net 5 8 19 24 Other expense (income), net 1 (4) — 1 Provision for income taxes, net 1 4 3 6 Other: Impairment and other related charges (a) — — 40 12 Restructuring charges (b) 31 — 31 — Gain on debt extinguishment (c) (96) — (96) — Total reconciling items $ 159 $ 179 $ 635 $ 547 (a) In the nine months ended September 30, 2022, we recorded $40 million of lease impairment and other related charges related to changes in market conditions around future sublease income for one of our office locations in the U.S. In the nine months ended September 30, 2021, we recorded $12 million of customer service center impairment and other related charges related to our plan to consolidate customer service centers in identified U.S. locations. (b) In the three and nine months ended September 30, 2022, we recorded a $31 million charge to restructuring charges for severance costs associated with the August 2022 workforce reductions. There were no similar charges in the prior period ended September 30, 2021. (c) In the three and nine months ended September 30, 2022, we recorded a $96 million gain on debt extinguishment upon repurchase of $375 aggregate principal amount of our 2024 Notes and $229 aggregate principal amount of our 2025 Notes in September 2022. There were no similar charges in the prior period ended September 30, 2021.

Supplemental Financial Statem_2

Supplemental Financial Statement Disclosures - Accounts Receivable, Net (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Supplemental Financial Statement Disclosures [Abstract]
Accounts receivable, net	$ 332	$ 332	$ 226
Accounts receivable allowance for credit losses	$ 19	$ 19	$ 12
Revenue, collection in advance of recognition (in percentage)	97%	97%

Supplemental Financial Statem_3

Supplemental Financial Statement Disclosures - Contractual Liabilities (Details) - Other current liabilities - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Other Current Liabilities
Contract liabilities	$ 237	$ 306
Revenue recognized that was included in deferred revenue	$ 214

Supplemental Financial Statem_4

Supplemental Financial Statement Disclosures - Impairment and Other Charges (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2021
Supplemental Financial Statement Disclosures [Abstract]
Impairment and other related charges	$ 40	$ 12	$ 12
Impairment of right-of-use (“ROU”) assets	32	6
Accelerated depreciation of fixed assets	$ 7	$ 5

Supplemental Financial Statem_5

Supplemental Financial Statement Disclosures - Restructuring Expense (Details) $ in Millions		3 Months Ended		9 Months Ended
	Aug. 19, 2022 employee	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Reduction in workforce employees | employee	870
Restructuring charges		$ 31	$ 0	$ 31	$ 0
Restructuring reserve		$ 12		$ 12
Workforce Reduction, Employee
Restructuring Cost and Reserve [Line Items]
Percentage of reduction in workforce	5%
Workforce Reduction, Corporate
Restructuring Cost and Reserve [Line Items]
Percentage of reduction in workforce	10%

Cash and Cash Equivalents, In_3

Cash and Cash Equivalents, Investments, and Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Realized gains or losses	$ 0	$ 0	$ 0	$ 0
Credit losses recognized	0	$ 0	0	$ 0
Allowance for credit losses	$ 0		$ 0		$ 0

Cash and Cash Equivalents, In_4

Cash and Cash Equivalents, Investments, and Fair Value Measurements - Schedule of Marketable Securities (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Amortized Cost	$ 559	$ 693
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2)	0
Estimated Fair Value	$ 557	$ 693

Cash and Cash Equivalents, In_5

Cash and Cash Equivalents, Investments, and Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Fair value measurements
Cash and cash equivalents	$ 731	$ 1,706
Total	1,288	2,399
Level 1
Fair value measurements
Cash and cash equivalents	731	1,706
Total	731	1,706
Level 2
Fair value measurements
Cash and cash equivalents	0	0
Total	557	693
Level 3
Fair value measurements
Cash and cash equivalents	0	0
Total	0	0
Investment securities
Fair value measurements
Short-term investments	557	693
Investment securities | Level 1
Fair value measurements
Short-term investments	0	0
Investment securities | Level 2
Fair value measurements
Short-term investments	557	693
Investment securities | Level 3
Fair value measurements
Short-term investments	0	0
Cash
Fair value measurements
Cash and cash equivalents	332	906
Cash | Level 1
Fair value measurements
Cash and cash equivalents	332	906
Cash | Level 2
Fair value measurements
Cash and cash equivalents	0	0
Cash | Level 3
Fair value measurements
Cash and cash equivalents	0	0
Cash equivalents
Fair value measurements
Cash and cash equivalents	399	800
Cash equivalents | Level 1
Fair value measurements
Cash and cash equivalents	399	800
Cash equivalents | Level 2
Fair value measurements
Cash and cash equivalents	0	0
Cash equivalents | Level 3
Fair value measurements
Cash and cash equivalents	$ 0	$ 0

Debt and Other Financing - Sche

Debt and Other Financing - Schedule of Outstanding Principal Amount and Carrying Value of Notes (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument
Total Debt	$ 3,134	$ 3,052
Long-term debt	3,134	3,052
Convertible Debt
Debt Instrument
Short-term debt	0	0
Convertible Debt | 2022 Notes
Debt Instrument
Principal Amount	0	3
Unamortized Debt Discount	0	0
Long-term debt	0	3
Convertible Debt | 2024 Notes
Debt Instrument
Principal Amount	200	575
Unamortized Debt Discount	(2)	(6)
Long-term debt	198	569
Convertible Debt | 2025 Notes
Debt Instrument
Principal Amount	1,289	1,518
Unamortized Debt Discount	(9)	(13)
Long-term debt	1,280	1,505
Convertible Debt | 2026 Notes
Debt Instrument
Principal Amount	949	949
Unamortized Debt Discount	(8)	(9)
Long-term debt	941	940
Convertible Debt | 2027 Notes
Debt Instrument
Principal Amount	690	0
Unamortized Debt Discount	(12)	0
Long-term debt	678	0
Convertible Debt | 2025 Accreting Notes
Debt Instrument
Principal Amount	37	36
Unamortized Debt Discount	0	(1)
Long-term debt	37	35
Revolving Credit Facility
Debt Instrument
Long-term debt	$ 0	$ 0

Debt and Other Financing - Narr

Debt and Other Financing - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) day	Sep. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($)
Debt Instrument
Proceeds from issuance of convertible notes				$ 678,000,000	$ 0
Premiums paid for capped call confirmations				80,000,000	0
Gain on debt extinguishment		$ 96,000,000	$ 0	96,000,000	0
Increased additional paid-in capital					265,000,000
Convertible Debt
Debt Instrument
Gain on debt extinguishment		96,000,000		96,000,000
Interest expense		7,000,000	7,000,000	21,000,000	18,000,000
Debt discount amortization		2,000,000	$ 2,000,000	6,000,000	6,000,000
2025 Accreting Notes | Convertible Debt
Debt Instrument
Principal Amount	$ 37,000,000	$ 37,000,000		$ 37,000,000		$ 36,000,000
Annual coupon rate (in percentage)	2.50%	2.50%		2.50%
Annual effective interest rate (in percentage)	2.70%	2.70%		2.70%
Number of trading days (whether or not consecutive) | day				20
Number of trading days (consecutive) | day				30
Debt conversion stock price (in percentage)				276%
Principal amount of notes				$ 1,000
Principal amount to be redeemed (in percentage)				100%
Debt, fair value	$ 17,000,000	$ 17,000,000		$ 17,000,000
2025 Accreting Notes | Convertible Debt | Class A common stock
Debt Instrument
Increased additional paid-in capital		0		$ 0	265,000,000
2025 Accreting Notes | Convertible Debt | Charlesbank | Class A common stock
Debt Instrument
Debt conversion, principal amount					$ 15,000,000
Debt conversion, converted, shares issued (in shares) | shares					147,374
2025 Accreting Notes | Convertible Debt | Great Hill | Class A common stock
Debt Instrument
Debt conversion, principal amount					$ 253,000,000
Debt conversion, converted, shares issued (in shares) | shares					3,490,175
Non-Accreting Notes | Convertible Debt
Debt Instrument
Number of trading days (whether or not consecutive) | day				20
Number of trading days (consecutive) | day				30
Debt conversion stock price (in percentage)				130%
Convertible debt business period (in days)				5 days
Consecutive debt measurement period (in days)				10 days
Principal amount of notes				$ 1,000
Measurement period, percentage (less than)				98%
2022 Notes | Convertible Debt
Debt Instrument
Principal Amount	0	0		$ 0		3,000,000
2024 Notes | Convertible Debt
Debt Instrument
Principal Amount	$ 200,000,000	$ 200,000,000		$ 200,000,000		575,000,000
Annual coupon rate (in percentage)	1.125%	1.125%		1.125%
Annual effective interest rate (in percentage)	1.50%	1.50%		1.50%
Repurchase of aggregate principal amount				$ 375,000,000
Debt, fair value	$ 167,000,000	$ 167,000,000		167,000,000
2026 Notes | Convertible Debt
Debt Instrument
Principal Amount	$ 949,000,000	$ 949,000,000		$ 949,000,000		949,000,000
Annual coupon rate (in percentage)	1%	1%		1%
Annual effective interest rate (in percentage)	1.20%	1.20%		1.20%
Debt, fair value	$ 597,000,000	$ 597,000,000		$ 597,000,000
2025 Notes | Convertible Debt
Debt Instrument
Principal Amount	$ 1,289,000,000	$ 1,289,000,000		$ 1,289,000,000		1,518,000,000
Annual coupon rate (in percentage)	0.625%	0.625%		0.625%
Annual effective interest rate (in percentage)	0.90%	0.90%		0.90%
Repurchase of aggregate principal amount				$ 229,000,000
Debt, fair value	$ 862,000,000	$ 862,000,000		862,000,000
2027 Notes | Convertible Debt
Debt Instrument
Principal Amount	$ 690,000,000	$ 690,000,000		$ 690,000,000		$ 0
Interest rate	3.25%	3.25%		3.25%
Proceeds from issuance of convertible notes	$ 90,000,000
Annual coupon rate (in percentage)	3.25%	3.25%		3.25%
Annual effective interest rate (in percentage)	3.60%	3.60%		3.60%
Proceeds from Debt, Net of Issuance Costs				$ 678,000,000
Premiums paid for capped call confirmations				80,000,000
Repayments of Debt				506,000,000
Debt, fair value	$ 554,000,000	$ 554,000,000		554,000,000
2024 and 2025 | Convertible Debt
Debt Instrument
Repurchase of aggregate principal amount				600,000,000
Debt Instrument, Increase, Accrued Interest				2,000,000
Gain on debt extinguishment				96,000,000
Repayments of notes				$ 504,000,000
Revolving Credit Facility
Debt Instrument
Annual effective interest rate (in percentage)	0.05%	0.05%		0.05%
Revolving Credit Facility | Senior Secured Revolving Credit Facility
Debt Instrument
Debt instrument, term				5 years
Maximum borrowing capacity	$ 600,000,000	$ 600,000,000		$ 600,000,000
Letters of credit outstanding	$ 66,000,000	$ 66,000,000		$ 66,000,000

Debt and Other Financing - Conv

Debt and Other Financing - Convertible Non-Accreting Notes (Details) - Convertible Debt	Sep. 30, 2022
2024 Notes
Debt Instrument
Annual coupon rate (in percentage)	1.125%
Annual effective interest rate (in percentage)	1.50%
2025 Notes
Debt Instrument
Annual coupon rate (in percentage)	0.625%
Annual effective interest rate (in percentage)	0.90%
2026 Notes
Debt Instrument
Annual coupon rate (in percentage)	1%
Annual effective interest rate (in percentage)	1.20%
2027 Notes
Debt Instrument
Annual coupon rate (in percentage)	3.25%
Annual effective interest rate (in percentage)	3.60%

Debt and Other Financing - Co_2

Debt and Other Financing - Conversion and Redemption Terms of the Notes (Details) - Convertible Debt	9 Months Ended
	Sep. 30, 2022 $ / shares
2022 Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.00961
Initial conversion price (in usd per share)	$ 104.06
2024 Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.008591
Initial conversion price (in usd per share)	$ 116.4
2025 Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.0023972
Initial conversion price (in usd per share)	$ 417.15
2026 Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.0067349
Initial conversion price (in usd per share)	$ 148.48
2027 Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.00157597
Initial conversion price (in usd per share)	$ 63.45
2025 Accreting Notes
Debt Instrument
Debt instrument, convertible, conversion ratio	0.0137931
Initial conversion price (in usd per share)	$ 72.5

Debt and Other Financing - Sc_2

Debt and Other Financing - Schedule of Initial Terms for Capped Calls (Details) - Convertible Debt - Class A common stock	9 Months Ended
	Sep. 30, 2022 $ / shares
2024 Capped Calls
Debt Instrument
Initial Cap Price (usd dollars per share)	$ 219.63
Cap Price Premium (as percentage)	150%
2025 Capped Calls
Debt Instrument
Initial Cap Price (usd dollars per share)	$ 787.08
Cap Price Premium (as percentage)	150%
2026 Capped Calls
Debt Instrument
Initial Cap Price (usd dollars per share)	$ 280.15
Cap Price Premium (as percentage)	150%
2027 Capped Calls
Debt Instrument
Initial Cap Price (usd dollars per share)	$ 97.62
Cap Price Premium (as percentage)	100%

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class B common stock
Stockholders' Equity
Number of shares converted into Class A common stock (in shares)			56,347,017
Class A common stock | 2020 Repurchase Program
Stockholders' Equity
Shares repurchased during period (in shares)	0	0
Stock repurchased during period, value			$ 75	$ 300
Stock repurchase program, average repurchase price per share (in usd per share)			$ 136.80	$ 305.43

Equity-Based Compensation - Nar

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Oct. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2014
Restricted stock units
Equity based compensation
Intrinsic value of stock vested		$ 210	$ 584
Aggregate intrinsic value of stock unvested		274
Unrecognized equity-based compensation		$ 1,000
Weighted average remaining vesting term		1 year 3 months 18 days
2014 Plan
Equity based compensation
Number of shares available for future grant (in shares)		1,093,512		8,603,066
2014 Plan | Subsequent Event
Equity based compensation
Number of additional shares authorized (in shares)	5,000,000

Equity-Based Compensation - Sum

Equity-Based Compensation - Summary of Activity Relating to Restricted Stock (Details) - Restricted stock units	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Shares
Unvested at the beginning of the period (in shares) | shares	5,229,708
RSUs granted (in shares) | shares	6,658,162
RSUs vested (in shares) | shares	(2,169,217)
RSUs forfeited/canceled (in shares) | shares	(1,303,409)
Unvested at the end of the period (in shares) | shares	8,415,244
Weighted- Average Grant Date Fair Value
Unvested at the beginning of the period (in usd per share) | $ / shares	$ 208.62
RSUs granted (in usd per share) | $ / shares	93.98
RSUs vested (in usd per share) | $ / shares	161.83
RSUs forfeited/canceled (in usd per share) | $ / shares	165.97
Unvested at the end of the period (in usd per share) | $ / shares	$ 136.46

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0

(Loss) Earnings per Share - Cal

(Loss) Earnings per Share - Calculation of Basic and Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Numerator for basic EPS - Net (loss) income	$ (283,000)	$ (78,000)	$ (980,000)	$ 71,000
Effect of dilutive securities:
Interest expense associated with convertible debt instruments	0	0	0	(2,000)
Numerator for basic EPS - net (loss) income available to common stockholders after the effect of dilutive securities	(283,000)	(78,000)	(980,000)	69,000
Numerator for diluted EPS - net (loss) income available to common stockholders after the effect of dilutive securities	$ (283,000)	$ (78,000)	$ (980,000)	$ 69,000
Denominator:
Denominator for basic EPS - weighted average number of shares of common stock outstanding (in shares)	106	104	106	104
Effect of dilutive securities:
Dilutive potential common shares (in shares)	0	0	0	3
Denominator for diluted EPS - adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities (in shares)	106	104	106	107
(Loss) Earnings per Share:
Basic (in usd per share)	$ (2.66)	$ (0.75)	$ (9.28)	$ 0.68
(Loss) Earnings per Share:
Diluted (in usd per share)	$ (2.66)	$ (0.75)	$ (9.28)	$ 0.65
Restricted stock units
Effect of dilutive securities:
Incremental common shares attributable to dilutive effect of share-based payment award (in shares)	0	0	0	3

(Loss) Earnings per Share - Ant

(Loss) Earnings per Share - Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)	34,000	19,000	34,000	16,000
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)	8,000	4,000	8,000	0
Shares related to convertible debt instruments
Antidilutive Securities Excluded from Computation of Earnings Per Share
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)	26,000	15,000	26,000	16,000

(Loss) Earnings per Share - Nar

(Loss) Earnings per Share - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)	34,000,000	19,000,000	34,000,000	16,000,000
Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)	26,000,000	15,000,000	26,000,000	16,000,000
A 2024 Notes Transaction | Class A common stock | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)			1,714,506
A 2025 Notes Transaction | Class A common stock | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)			3,089,893
A 2026 Notes Transaction | Class A common stock | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)			6,389,662
A 2027 Notes Transaction | Class A common stock | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)			10,874,193
2025 Accreting Notes | Class A common stock | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of diluted earnings (loss) per share (in shares)			507,179
A 2024 Capped Call Transactions | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of amount			$ 177
A 2025 Capped Call Transactions | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of amount			1,100
A 2026 Capped Call Transactions | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of amount			841
A 2027 Capped Call Transactions | Convertible Debt Securities
Class of Stock
Common stock outstanding that have been excluded from the computation of amount			$ 372

Segment and Geographic Inform_3

Segment and Geographic Information - Net Revenues and Adjusted EBITDA (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information
Net revenue	$ 2,840,000		$ 3,121,000	$ 9,117,000	$ 10,456,000
Adjusted EBITDA	(124,000)		101,000	(345,000)	618,000
Less: reconciling items	(159,000)		(179,000)	(635,000)	(547,000)
Net (loss) income	(283,000)		(78,000)	(980,000)	71,000
Depreciation and amortization	94,000		82,000	270,000	240,000
Equity-based compensation and related taxes	123,000		89,000	368,000	264,000
Interest expense, net	5,000		8,000	19,000	24,000
Other expense (income), net	1,000		(4,000)	0	1,000
Provision for income taxes, net	1,000		4,000	3,000	6,000
Impairment and other related charges	0		0	40,000	12,000
Restructuring charges	31,000		0	31,000	0
Gain on debt extinguishment	(96,000)		0	(96,000)	0
Total reconciling items	159,000		179,000	635,000	547,000
Lease impairment				40,000
Impairment and other related charges		$ 40,000	12,000		12,000
Convertible Debt
Segment Reporting Information
Gain on debt extinguishment	(96,000)			(96,000)
2024 Notes | Convertible Debt
Segment Reporting Information
Repurchase of aggregate principal amount				375,000
2025 Notes | Convertible Debt
Segment Reporting Information
Repurchase of aggregate principal amount				229,000
Employee Severance
Segment Reporting Information
Restructuring charges	31,000			31,000
U.S.
Segment Reporting Information
Net revenue	2,440,000		2,595,000	7,778,000	8,514,000
Adjusted EBITDA	(51,000)		167,000	(109,000)	717,000
International
Segment Reporting Information
Net revenue	400,000		526,000	1,339,000	1,942,000
Adjusted EBITDA	$ (73,000)		$ (66,000)	$ (236,000)	$ (99,000)

Uncategorized Items - w-2022093

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]