Wayfair (W) 10-Q 2 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Apr. 25, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	W
Security Exchange Name	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
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001616707
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Class A common stock
Document Information
Entity Common Stock, Shares Outstanding		96,239,070
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		25,691,295

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 1,107	$ 1,322
Short-term investments	50	29
Accounts receivable, net	113	140
Inventories	81	75
Prepaid expenses and other current assets	237	289
Total current assets	1,588	1,855
Operating lease right-of-use assets	887	820
Property and equipment, net	714	748
Other non-current assets	51	51
Total assets	3,240	3,474
Current liabilities
Accounts payable	1,055	1,234
Other current liabilities	970	949
Total current liabilities	2,025	2,183
Long-term debt	3,095	3,092
Operating lease liabilities, net of current	905	862
Other non-current liabilities	40	44
Total liabilities	6,065	6,181
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 March 31, 2024 and December 31, 2023	0	0
Additional paid-in capital	1,446	1,316
Accumulated deficit	(4,266)	(4,018)
Accumulated other comprehensive loss	(5)	(5)
Total stockholders' deficit	(2,825)	(2,707)
Total liabilities and stockholders' deficit	3,240	3,474
Class A common stock
Stockholders’ deficit:
Common stock	0	0
Class B common stock
Stockholders’ deficit:
Common stock	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Operating lease, liability, current, statement of financial position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Convertible preferred stock, shares issued (in shares)	0	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	94,737,000	92,457,562
Common stock, shares outstanding (in shares)	94,737,000	92,457,562
Class B common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	164,000,000	164,000,000
Common stock, shares issued (in shares)	25,691,295	25,691,295
Common stock, shares outstanding (in shares)	25,691,295	25,691,295

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net revenue	$ 2,729	$ 2,774
Cost of goods sold	1,910	1,953
Gross profit	819	821
Operating expenses:
Customer service and merchant fees	117	139
Advertising	324	327
Selling, operations, technology, general and administrative	534	624
Impairment and other related net charges	0	13
Restructuring charges	79	65
Total operating expenses	1,054	1,168
Loss from operations	(235)	(347)
Interest expense, net	(6)	(5)
Other expense, net	(4)	(1)
Loss before income taxes	(245)	(353)
Provision for income taxes, net	3	2
Net loss	$ (248)	$ (355)
Loss per share:
Basic (in dollars per share)	$ (2.06)	$ (3.22)
Diluted (in dollars per shares)	$ (2.06)	$ (3.22)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic (in shares)	120	110
Diluted (in shares)	120	110

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (248)	$ (355)
Other comprehensive loss:
Foreign currency translation adjustments	0	2
Net unrealized gain on available-for-sale investments	0	1
Comprehensive loss	$ (248)	$ (352)

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) shares in Millions, $ in Millions	Total	Class A and Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022		109
Beginning balance at Dec. 31, 2022	$ (2,550)	$ 0	$ 737	$ (3,280)	$ (7)
Increase (Decrease) in Stockholders' Equity
Net loss	(355)
Other comprehensive income	3				3
Issuance of common stock upon vesting of RSUs (in shares)		2
Equity-based compensation	157		157
Ending balance (in shares) at Mar. 31, 2023		111
Ending balance at Mar. 31, 2023	(2,745)	$ 0	894	(3,635)	(4)
Beginning balance (in shares) at Dec. 31, 2023		118
Beginning balance at Dec. 31, 2023	(2,707)	$ 0	1,316	(4,018)	(5)
Increase (Decrease) in Stockholders' Equity
Net loss	(248)
Issuance of common stock upon vesting of RSUs (in shares)		2
Equity-based compensation	130		130
Ending balance (in shares) at Mar. 31, 2024		120
Ending balance at Mar. 31, 2024	$ (2,825)	$ 0	$ 1,446	$ (4,266)	$ (5)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows for operating activities:
Net loss	$ (248)	$ (355)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	104	104
Equity-based compensation expense	119	144
Amortization of discount and issuance costs on convertible notes	3	1
Impairment and other related net charges	0	13
Other non-cash adjustments	(1)	0
Changes in operating assets and liabilities:
Accounts receivable, net	9	91
Inventories	(7)	8
Prepaid expenses and other assets	34	19
Accounts payable and other liabilities	(152)	(172)
Net cash used in operating activities	(139)	(147)
Cash flows (for) from investing activities:
Purchase of short- and long-term investments	(36)	0
Sale and maturities of short- and long-term investments	15	151
Purchase of property and equipment	(13)	(34)
Site and software development costs	(41)	(53)
Net cash (used in) provided by investing activities	(75)	64
Cash flows from financing activities:
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1)	3
Net decrease in cash, cash equivalents and restricted cash	(215)	(80)
Cash, cash equivalents and restricted cash
Beginning of period	1,326	1,050
End of period	1,111	970
Supplemental cash flow information:
Cash paid for interest on long-term debt	18	20
Purchase of property and equipment included in accounts payable and other liabilities	20	12
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets
Cash and cash equivalents	1,107	970
Restricted cash included within prepaid expenses and other current assets	4	0
Total cash, cash equivalents and restricted cash	$ 1,111	$ 970

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated 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, “Wayfair,” “the Company" or similar terms refer to Wayfair Inc. and its subsidiaries. In the Company’s opinion, the accompanying unaudited condensed consolidated 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2024 or future periods. The Company has identified 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 months ended March 31, 2024 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Recently Issued Accounting Pronouncements Segment Reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied retrospectively to all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendment should be applied prospectively, with retrospective adoption permitted. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statement disclosures.

Supplemental Financial Statemen

Supplemental Financial Statement Disclosures	3 Months Ended
	Mar. 31, 2024
Balance Sheet Components Disclosure [Abstract]
Supplemental Financial Statement Disclosures	2. Supplemental Financial Statement Disclosures Accounts Receivable, Net As of March 31, 2024, accounts receivable was $113 million, net of allowance for credit losses of $25 million. As of December 31, 2023, accounts receivable was $140 million, net of allowance for credit losses of $22 million. The changes in the allowance for credit losses were not material for the three months ended March 31, 2024. Management believes credit risk is mitigated for the three months ended March 31, 2024, as approximately 99.4% of the net revenue recognized was collected in advance of recognition . Contract Liabilities Contractual liabilities, included in other current liabilities, were $187 million at March 31, 2024 and $204 million at December 31, 2023. During the three months ended March 31, 2024, Wayfair recognized $123 million of net revenue that was included within other current liabilities as of December 31, 2023. 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 information. Restructuring Charges On January 19, 2024, Wayfair announced a workforce realignment plan, including a workforce reduction involving approximately 1,650 employees. As a result, during the three months ended March 31, 2024, Wayfair incurred $79 million of charges recorded within restructuring charges on the condensed consolidated statements of operations. The charges consisted primarily of one-time employee severance and benefit costs. As of March 31, 2024, $34 million is accrued within other current liabilities for employee severance benefits which are expected to be paid in the second quarter of 2024.

Cash, Cash Equivalents and Rest

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements	3. Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements Investments As of March 31, 2024 and December 31, 2023, 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. During the three months ended March 31, 2024 and 2023, Wayfair did not have any realized gains or losses. During the three months ended March 31, 2024 and 2023, Wayfair recorded interest income, including interest earned from cash and cash equivalents and marketable securities, of $12 million and $7 million, respectively. During the three months ended March 31, 2024 and 2023, Wayfair did not recognize any credit losses related to its available-for-sale debt securities. As of March 31, 2024 and December 31, 2023, Wayfair did not have an allowance for credit losses recorded related to its available-for-sale debt securities. The following table presents details of Wayfair’s investment securities as of March 31, 2024 and December 31, 2023: March 31, 2024 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 20 $ — $ — $ 20 Total $ 20 $ — $ — $ 20 December 31, 2023 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 29 $ — $ — $ 29 Total $ 29 $ — $ — $ 29 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. Wayfair classifies cash equivalents and certificate of deposits within Level 1 because these are valued using quoted market prices. The fair value of Level 1 financial assets is based on quoted market prices of the identical underlying security. Wayfair classifies short-term investments within Level 2 because unadjusted quoted prices for identical or similar assets in markets are not active. Wayfair does not have assets that 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 March 31, 2024 and December 31, 2023: March 31, 2024 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 468 $ — $ — $ 468 Cash equivalents 639 — — 639 Total cash and cash equivalents 1,107 — — 1,107 Short-term investments: Investment securities — 20 — 20 Certificate of deposit 30 — — 30 Total short-term investments 30 20 — 50 Prepaid expenses and other current assets: Certificate of deposit (1) 4 — — 4 Total $ 1,141 $ 20 $ — $ 1,161 December 31, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 407 $ — $ — $ 407 Cash equivalents 915 — — 915 Total cash and cash equivalents 1,322 — — 1,322 Short-term investments: Investment securities — 29 — 29 Prepaid expenses and other current assets: Certificate of deposit (1) 4 — — 4 Total $ 1,326 $ 29 $ — $ 1,355 (1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.

Debt and Other Financing

Debt and Other Financing	3 Months Ended
	Mar. 31, 2024
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: March 31, 2024 December 31, 2023 Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount (in millions) Revolving Credit Facility $ — $ — 2024 Notes $ 117 $ — 117 $ 117 $ — 117 2025 Notes 754 (3) 751 754 (3) 751 2026 Notes 949 (5) 944 949 (5) 944 2027 Notes 690 (8) 682 690 (10) 680 2028 Notes 690 (10) 680 690 (11) 679 2025 Accreting Notes 38 — 38 38 — 38 Total Debt $ 3,212 $ 3,209 Short-term debt (1) 117 117 Long-term debt $ 3,095 $ 3,092 (1) Short-term debt consists of the 2024 Notes and is presented within other current liabilities in the condensed consolidated balance sheets. 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 $72 million in outstanding letters of credit as of March 31, 2024, primarily as security for lease agreements. As of March 31, 2024, there were no revolving loans outstanding under the Revolver. Convertible Non-Accreting Notes The following table summarizes certain terms related to the Company’s 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 2028 Notes November 15, 2028 3.500% 3.8% May 15 and November 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%. 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 Redemption Date 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 2028 Notes November 15, 2028 August 15, 2028 21.8341 $45.80 May 20, 2026 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. Wayfair will settle any conversions of the Non-Accreting 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. The conditional conversion features of the 2028 Notes were triggered during the calendar quarter ended March 31, 2024, and the 2028 Notes therefore became convertible in the calendar quarter ended June 30, 2024 pursuant to the applicable last reported sales price condition. The conditional conversion features of the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes were not triggered during the calendar quarter ended March 31, 2024, therefore, the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes are not convertible during the calendar quarter ended June 30, 2024 pursuant to the applicable last reported sales price conditions. 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 applicable series of Notes may require Wayfair to repurchase all or a portion of such Notes for cash at a price equal to 100% of the principal amount (or accreted principal amount) of such 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 applicable 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. Conversions of Notes During the three months ended March 31, 2024, there were no conversions of the Notes. Interest Expense During the three months ended March 31, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $15 million and $3 million, respectively. During the three months ended March 31, 2023, Wayfair recognized contractual interest expense and debt discount amortization of $11 million and $1 million, respectively. Fair Value of Notes As of March 31, 2024, the estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2025 Accreting Notes was $115 million, $699 million, $882 million, $913 million, $1.1 billion and $36 million, respectively. 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 including volatility and credit spread. 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, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements . As of March 31, 2024, the if-converted value of the 2027 Notes and 2028 Notes exceeded the principal value by $48 million and $333 million, respectively. As of March 31, 2024, the if-converted value of the 2024 Notes, 2025 Notes, 2026 Notes and 2025 Accreting Notes did not exceed the principal value. Capped Calls The 2024 Capped Calls, 2025 Capped Calls, 2026 Capped Calls, 2027 Capped Calls and 2028 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 corresponds 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% 2028 Capped Calls November 15, 2028 $73.28 100% The Capped Calls are separate transactions from the Non-Accreting Notes, are not subject to the terms of the Non-Accreting Notes and will not affect any holder’s rights under the Non-Accreting Notes. Similarly, holders of the Non-Accreting Notes do not have any rights with respect to the Capped Calls. The Capped Calls do not meet the criteria for separate accounting as a derivative as they are indexed to Wayfair's stock and meet the requirements to be classified in equity. The premiums paid for the Capped Calls were included as a net reduction to additional paid-in capital within stockholders’ deficit when they were entered.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. Commitments and Contingencies Legal Matters From time to time, Wayfair is involved in litigation matters and other legal claims that arise during the ordinary course of business. The Company records a liability when it believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Significant judgment is required to determine both the probability of having incurred a liability and the estimated amount of the liability. Litigation and legal claims are inherently unpredictable and claims cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s results of operations or financial condition, and regardless of the outcome, these matters can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting Wayfair's overall operations. In addition, Wayfair may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear. However, Wayfair does not currently believe that the outcome of any legal matters will have a material adverse effect on Wayfair’s results of operations or financial condition. Canada Border Services Agency The Canada Border Services Agency (“CBSA”) is examining Wayfair’s payment of duties under the Special Measures Import Act (the “CBSA review”) for goods imported into Canada for the years ended December 31, 2023 and 2022 and part of the year ended December 31, 2021. The estimated potential liability for the CBSA review, net of any amounts that may be recouped through the appeals process, is approximately $20 million, inclusive of duties and interest. Related to the CBSA review, during the three months ended March 31, 2024, Wayfair incurred approximately $6 million to cost of goods sold and $1 million to selling, operations, technology, general and administrative within the condensed consolidated statement of operations. During the three months ended March 31, 2024, Wayfair made payments of approximately $4 million of duties and $1 million of interest charges based on assessments received related to the year ended December 31, 2022 and part of the year ended December 31, 2021. Wayfair is required to pay all assessed amounts in order to exercise its appeal rights. Wayfair believes there are substantial factual and legal grounds to appeal and partially recuperate these amounts and is exploring other options to mitigate exposure. As of March 31, 2024, approximately $10 million was recorded within other current liabilities in the condensed consolidated balance sheets.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Deficit	6. Stockholders’ Deficit Common Stock Since Wayfair's initial public offering through March 31, 2024, 56,347,119 shares of Class B common stock were converted to the same number of shares of Class A common stock. Stock Repurchase Programs

Equity-Based Compensation

Equity-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	7. Equity-Based Compensation In April 2023, Wayfair’s stockholders approved the 2023 Incentive Award Plan (the “2023 Plan”) to replace Wayfair’s 2014 Incentive Award Plan, as amended (the “2014 Plan” and, together with the 2023 Plan, the “Incentive Plans”). The Incentive Plans were adopted by the board of directors (the “Board”) to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The Incentive Plans are administered by the Board for awards to non-employee directors and by the compensation committee of the Board for other participants and provide for the issuance of equity-based awards including stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance awards and stock payments. Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants. As of March 31, 2024, 14,207,455 shares of Class A common stock remained available for future grant under the 2023 Plan. The following table presents activity relating to RSUs for the three months ended March 31, 2024: Shares Weighted-Average Unvested at December 31, 2023 5,186,886 $ 93.68 RSUs granted 1,321,993 $ 65.40 RSUs vested (2,279,438) $ 75.40 RSUs forfeited/canceled (720,589) $ 99.23 Unvested at March 31, 2024 3,508,852 $ 93.74 As of March 31, 2024, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $209 million with a weighted-average remaining vesting term of 0.6 years. The following table summarizes activity for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Weighted average grant date fair value of RSUs $ 65.40 $ 41.63 Total fair value of vested RSUs (in millions) $ 172 $ 171 Intrinsic value of RSUs vested (in millions) $ 129 $ 117 As of March 31, 2024, the aggregate intrinsic value of unvested RSUs was $238 million. Equity-based compensation was classified as follows in the condensed consolidated statements of operations: Three Months Ended March 31, 2024 2023 (in millions) Cost of goods sold $ 2 $ 3 Customer service and merchant fees 5 8 Selling, operations, technology, general and administrative 112 133 Total equity-based compensation expense $ 119 $ 144

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes, net recorded during the three months ended March 31, 2024 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 the Company’s 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 March 31, 2024 and December 31, 2023. The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. Many non- U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar 2 model rules beginning in 2024 or announced their plans to enact legislation in future years. The currently enacted Pillar 2 model rules did not have a material impact on our provision for income taxes for the three months ended March 31, 2024.

Loss per Share

Loss per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Loss per Share	9. Loss per Share Wayfair follows the two-class method when computing earnings or loss per share for its two issued classes of common stock - Class A and Class B. Basic earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings or loss per share is computed using the weighted-average number of shares of common stock outstanding during the period plus, if dilutive, common stock equivalents outstanding during the period and stock issuable upon conversion of the convertible debt instruments. Wayfair's common stock equivalents consist of shares issuable upon the release of restricted stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings or loss per share by application of the treasury stock method. The dilutive effect of shares issuable upon conversion of the convertible debt instruments is included in the calculation of diluted earnings or loss per share under the if-converted method. For periods in which Wayfair has reported net losses, diluted loss per share is the same as basic loss per share, as the effects of common stock equivalents outstanding and shares issuable upon conversion of convertible debt instruments are antidilutive and, therefore, excluded from the calculation of diluted loss per share. Wayfair allocates undistributed earnings between the classes on a one-to-one basis when computing earnings or loss per share. As a result, basic and diluted earnings or loss per Class A and Class B shares are equivalent. The following table presents the calculation of basic and diluted loss per share: Three Months Ended March 31, 2024 2023 (in millions, except per share data) Numerator: Numerator for basic and diluted loss per share - net loss $ (248) $ (355) Denominator: Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding 120 110 Loss per share Basic $ (2.06) $ (3.22) Diluted $ (2.06) $ (3.22) The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted loss per share were as follows: Three Months Ended March 31, 2024 2023 (in millions) Unvested restricted stock units 4 7 Shares related to convertible debt instruments 36 23 Total 40 30 Wayfair may settle conversions of the Non-Accreting 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 of Wayfair’s Class A common stock. 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. 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	3 Months Ended
	Mar. 31, 2024
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 income or loss before depreciation and amortization, equity-based compensation and related taxes, interest income or expense, net, other income or expense, net, provision or benefit for income taxes, net, non-recurring items, and other items not indicative of ongoing operating performance. These charges are excluded from the 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. The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Wayfair allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative expenses 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 net charges and restructuring charges, as well as interest income or expense, net, other income or expense, net, gain or loss on debt extinguishment and provision or benefit 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 the U.S. provided greater than 10% of consolidated net revenue. The following tables present net revenue and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented: Three Months Ended March 31, 2024 2023 (in millions) U.S. net revenue $ 2,391 $ 2,415 International net revenue 338 359 Total net revenue $ 2,729 $ 2,774 Three Months Ended March 31, 2024 2023 (in millions) Adjusted EBITDA: U.S. $ 121 $ 29 International (46) (43) Total reportable segments Adjusted EBITDA 75 (14) Less: reconciling items (1) (323) (341) Net loss $ (248) $ (355) (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss: Three Months Ended March 31, 2024 2023 (in millions) Depreciation and amortization $ 104 $ 104 Equity-based compensation and related taxes 127 151 Interest expense, net 6 5 Other expense, net 4 1 Provision for income taxes, net 3 2 Other: Impairment and other related net charges (a) — 13 Restructuring charges (b) 79 65 Total reconciling items $ 323 $ 341 (a) During the three months ended March 31, 2023, Wayfair recorded charges of $5 million related to consolidation of certain customer service centers in identified U.S. locations and $8 million related to construction in progress assets at identified U.S. locations. (b) During the three months ended March 31, 2024, Wayfair incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reductions. During the three months ended March 31, 2023, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions. See “Non-GAAP Financial Measures” in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q for more information regarding the use of Adjusted EBITDA.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (248)	$ (355)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	During the three months ended March 31, 2024, the following directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c): Plans Name & Title Action Date Rule 10b5-1 Plan Non-Rule 10b5-1 Plan Aggregate number/dollar value of securities to be purchased or sold (1) Plan expiration date (2) Kate Gulliver, Chief Financial Officer and Chief Administrative Officer Adoption March 7, 2024 X Up to 9,612 shares to be sold 2/28/2025 (1) The “Aggregate number/dollar value of securities to be sold” represents the gross number or value of shares to be sold during the duration of the plan, before excluding any shares sold pursuant to the Company’s mandatory policies to cover necessary tax withholding obligations in connection with the vesting of the securities. (2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Plan” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under Rule 10b5-1(c), as amended.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Kate Gulliver [Member]
Trading Arrangements, by Individual
Name	Kate Gulliver
Title	Chief Financial Officer and Chief Administrative Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	March 7, 2024
Arrangement Duration	338 days
Aggregate Available	9,612

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	The accompanying unaudited condensed consolidated 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, “Wayfair,” “the Company" or similar terms refer to Wayfair Inc. and its subsidiaries. In the Company’s opinion, the accompanying unaudited condensed consolidated 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2024 or future periods. The Company has identified 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 months ended March 31, 2024 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Segment Reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied retrospectively to all prior periods presented in the financial statements. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to update reportable income tax disclosure requirements, primarily through enhanced disclosures on the rate reconciliation table and other disclosures, including total income taxes paid by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendment should be applied prospectively, with retrospective adoption permitted. Wayfair is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statement disclosures.

Cash, Cash Equivalents and Re_2

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Marketable Securities	The following table presents details of Wayfair’s investment securities as of March 31, 2024 and December 31, 2023: March 31, 2024 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 20 $ — $ — $ 20 Total $ 20 $ — $ — $ 20 December 31, 2023 Amortized Gross Gross Estimated (in millions) Short-term: Investment securities $ 29 $ — $ — $ 29 Total $ 29 $ — $ — $ 29
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 March 31, 2024 and December 31, 2023: March 31, 2024 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 468 $ — $ — $ 468 Cash equivalents 639 — — 639 Total cash and cash equivalents 1,107 — — 1,107 Short-term investments: Investment securities — 20 — 20 Certificate of deposit 30 — — 30 Total short-term investments 30 20 — 50 Prepaid expenses and other current assets: Certificate of deposit (1) 4 — — 4 Total $ 1,141 $ 20 $ — $ 1,161 December 31, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 407 $ — $ — $ 407 Cash equivalents 915 — — 915 Total cash and cash equivalents 1,322 — — 1,322 Short-term investments: Investment securities — 29 — 29 Prepaid expenses and other current assets: Certificate of deposit (1) 4 — — 4 Total $ 1,326 $ 29 $ — $ 1,355 (1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.

Debt and Other Financing (Table

Debt and Other Financing (Tables)	3 Months Ended
	Mar. 31, 2024
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: March 31, 2024 December 31, 2023 Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount (in millions) Revolving Credit Facility $ — $ — 2024 Notes $ 117 $ — 117 $ 117 $ — 117 2025 Notes 754 (3) 751 754 (3) 751 2026 Notes 949 (5) 944 949 (5) 944 2027 Notes 690 (8) 682 690 (10) 680 2028 Notes 690 (10) 680 690 (11) 679 2025 Accreting Notes 38 — 38 38 — 38 Total Debt $ 3,212 $ 3,209 Short-term debt (1) 117 117 Long-term debt $ 3,095 $ 3,092 (1) Short-term debt consists of the 2024 Notes and is presented within other current liabilities in the condensed consolidated balance sheets.
Schedule of Convertible Notes	The following table summarizes certain terms related to the Company’s 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 2028 Notes November 15, 2028 3.500% 3.8% May 15 and November 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 Redemption Date 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 2028 Notes November 15, 2028 August 15, 2028 21.8341 $45.80 May 20, 2026 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% 2028 Capped Calls November 15, 2028 $73.28 100%

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Activity Relating to Restricted Stock Units	The following table presents activity relating to RSUs for the three months ended March 31, 2024: Shares Weighted-Average Unvested at December 31, 2023 5,186,886 $ 93.68 RSUs granted 1,321,993 $ 65.40 RSUs vested (2,279,438) $ 75.40 RSUs forfeited/canceled (720,589) $ 99.23 Unvested at March 31, 2024 3,508,852 $ 93.74 The following table summarizes activity for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Weighted average grant date fair value of RSUs $ 65.40 $ 41.63 Total fair value of vested RSUs (in millions) $ 172 $ 171 Intrinsic value of RSUs vested (in millions) $ 129 $ 117
Schedule of Equity-Based Compensation	Equity-based compensation was classified as follows in the condensed consolidated statements of operations: Three Months Ended March 31, 2024 2023 (in millions) Cost of goods sold $ 2 $ 3 Customer service and merchant fees 5 8 Selling, operations, technology, general and administrative 112 133 Total equity-based compensation expense $ 119 $ 144

Loss per Share (Tables)

Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Calculation of Basic and Diluted Net Loss Per Share	The following table presents the calculation of basic and diluted loss per share: Three Months Ended March 31, 2024 2023 (in millions, except per share data) Numerator: Numerator for basic and diluted loss per share - net loss $ (248) $ (355) Denominator: Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding 120 110 Loss per share Basic $ (2.06) $ (3.22) Diluted $ (2.06) $ (3.22)
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share	The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted loss per share were as follows: Three Months Ended March 31, 2024 2023 (in millions) Unvested restricted stock units 4 7 Shares related to convertible debt instruments 36 23 Total 40 30

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Activity Related to Net Revenue and Adjusted EBITDA by Segment	The following tables present net revenue and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented: Three Months Ended March 31, 2024 2023 (in millions) U.S. net revenue $ 2,391 $ 2,415 International net revenue 338 359 Total net revenue $ 2,729 $ 2,774 Three Months Ended March 31, 2024 2023 (in millions) Adjusted EBITDA: U.S. $ 121 $ 29 International (46) (43) Total reportable segments Adjusted EBITDA 75 (14) Less: reconciling items (1) (323) (341) Net loss $ (248) $ (355) (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss: Three Months Ended March 31, 2024 2023 (in millions) Depreciation and amortization $ 104 $ 104 Equity-based compensation and related taxes 127 151 Interest expense, net 6 5 Other expense, net 4 1 Provision for income taxes, net 3 2 Other: Impairment and other related net charges (a) — 13 Restructuring charges (b) 79 65 Total reconciling items $ 323 $ 341 (a) During the three months ended March 31, 2023, Wayfair recorded charges of $5 million related to consolidation of certain customer service centers in identified U.S. locations and $8 million related to construction in progress assets at identified U.S. locations. (b) During the three months ended March 31, 2024, Wayfair incurred $79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reductions. During the three months ended March 31, 2023, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions.

Supplemental Financial Statem_2

Supplemental Financial Statement Disclosures - Accounts Receivable, Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Components Disclosure [Abstract]
Accounts receivable, net	$ 113	$ 140
Accounts receivable allowance	25	$ 22
Allowance for credit losses	$ 0
Collection in advance of recognition (in percent)	99.40%

Supplemental Financial Statem_3

Supplemental Financial Statement Disclosures - Contract Liabilities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Other Current Liabilities
Contract liabilities	$ 187	$ 204
Other current liabilities
Other Current Liabilities
Revenue recognized that was included in deferred revenue	$ 123

Supplemental Financial Statem_4

Supplemental Financial Statement Disclosures - Restructuring Charges (Details) $ in Millions		3 Months Ended
	Jan. 19, 2024 employee	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Balance Sheet Components Disclosure [Abstract]
Reduction in workforce employees | employee	1,650
Restructuring charges		$ 79	$ 65
Restructuring reserve		$ 34

Cash, Cash Equivalents and Re_3

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Debt securities, available-for-sale, realized gain	$ 0	$ 0
Debt securities, available-for-sale, realized loss	0	0
Interest income	12,000,000	7,000,000
Allowance for credit losses	0	$ 0
Credit losses recognized	$ 0		$ 0

Cash, Cash Equivalents and Re_4

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Schedule of Marketable Securities (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Amortized Cost	$ 20	$ 29
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	$ 20	$ 29

Cash, Cash Equivalents and Re_5

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair value measurements
Cash and cash equivalents	$ 1,107	$ 1,322
Short-term investments	50
Total	1,161	1,355
Investment securities
Fair value measurements
Short-term investments	20	29
Certificate of deposit
Fair value measurements
Short-term investments	30
Cash
Fair value measurements
Cash and cash equivalents	468	407
Cash equivalents
Fair value measurements
Cash and cash equivalents	639	915
Certificate of deposit
Fair value measurements
Prepaid expenses and other current assets	4	4
Level 1
Fair value measurements
Cash and cash equivalents	1,107	1,322
Short-term investments	30
Total	1,141	1,326
Level 1 | Investment securities
Fair value measurements
Short-term investments	0	0
Level 1 | Certificate of deposit
Fair value measurements
Short-term investments	30
Level 1 | Cash
Fair value measurements
Cash and cash equivalents	468	407
Level 1 | Cash equivalents
Fair value measurements
Cash and cash equivalents	639	915
Level 1 | Certificate of deposit
Fair value measurements
Prepaid expenses and other current assets	4	4
Level 2
Fair value measurements
Short-term investments	20
Total	20	29
Level 2 | Investment securities
Fair value measurements
Short-term investments	20	29
Level 2 | Certificate of deposit
Fair value measurements
Short-term investments	0
Level 2 | Certificate of deposit
Fair value measurements
Prepaid expenses and other current assets	0	0
Level 3
Fair value measurements
Short-term investments	0
Total	0	0
Level 3 | Investment securities
Fair value measurements
Short-term investments	0	0
Level 3 | Certificate of deposit
Fair value measurements
Short-term investments	0
Level 3 | Certificate of deposit
Fair value measurements
Prepaid expenses and other current assets	$ 0	$ 0

Debt and Other Financing - Sche

Debt and Other Financing - Schedule of Outstanding Principal and Carrying Value (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument
Long-term debt, total	$ 3,212,000,000	$ 3,209,000,000
Short-term debt	117,000,000	117,000,000
Long-term debt	3,095,000,000	3,092,000,000
Convertible Debt | 2024 Notes
Debt Instrument
Principal Amount	117,000,000	117,000,000
Unamortized Debt Discount	0	0
Long-term debt, total	117,000,000	117,000,000
Convertible Debt | 2025 Notes
Debt Instrument
Principal Amount	754,000,000	754,000,000
Unamortized Debt Discount	(3,000,000)	(3,000,000)
Long-term debt, total	751,000,000	751,000,000
Convertible Debt | 2026 Notes
Debt Instrument
Principal Amount	949,000,000	949,000,000
Unamortized Debt Discount	(5,000,000)	(5,000,000)
Long-term debt, total	944,000,000	944,000,000
Convertible Debt | 2027 Notes
Debt Instrument
Principal Amount	690,000,000	690,000,000
Unamortized Debt Discount	(8,000,000)	(10,000,000)
Long-term debt, total	682,000,000	680,000,000
Convertible Debt | 2028 Notes
Debt Instrument
Principal Amount	690,000,000	690,000,000
Unamortized Debt Discount	(10,000,000)	(11,000,000)
Long-term debt, total	680,000,000	679,000,000
Convertible Debt | 2025 Accreting Notes
Debt Instrument
Principal Amount	38,000,000	38,000,000
Unamortized Debt Discount	0	0
Long-term debt, total	38,000,000	38,000,000
Revolving Credit Facility
Debt Instrument
Long-term debt, total	$ 0	$ 0

Debt and Other Financing - Narr

Debt and Other Financing - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) day	Mar. 31, 2023 USD ($)
Convertible Debt
Debt Instrument
Contractual interest expense	$ 15,000,000	$ 11,000,000
Debt discount amortization	$ 3,000,000	$ 1,000,000
2025 Accreting Notes
Debt Instrument
Effective interest rate, percentage (in percent)	2.70%
2025 Accreting Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	2.50%
Trading days (whether or not consecutively) | day	20
Trading days (consecutive) | day	30
Percentage of conversion stock price (in percent)	276%
Principal amount of Notes	$ 1,000
Redemption price, percentage of principal amount to be redeemed (in percent)	100%
Debt, fair value	$ 36,000,000
Converted value exceeded the principal value	$ 0
Non-Accreting Notes | Convertible Debt
Debt Instrument
Trading days (whether or not consecutively) | day	20
Trading days (consecutive) | day	30
Percentage of conversion stock price (in percent)	130%
During number of business day period (in days)	5 days
Consecutive trading day period (after any)	10 days
Principal amount of Notes	$ 1,000
Measurement period percentage (less than) (in percent)	98%
2024 Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	1.125%
Effective interest rate, percentage (in percent)	1.50%
Debt, fair value	$ 115,000,000
Converted value exceeded the principal value	$ 0
2025 Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	0.625%
Effective interest rate, percentage (in percent)	0.90%
Debt, fair value	$ 699,000,000
Converted value exceeded the principal value	$ 0
2026 Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	1%
Effective interest rate, percentage (in percent)	1.20%
Debt, fair value	$ 882,000,000
Converted value exceeded the principal value	$ 0
2027 Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	3.25%
Effective interest rate, percentage (in percent)	3.60%
Debt, fair value	$ 913,000,000
Converted value exceeded the principal value	$ 48,000,000
2028 Notes | Convertible Debt
Debt Instrument
Interest rate, stated percentage (in percent)	3.50%
Effective interest rate, percentage (in percent)	3.80%
Debt, fair value	$ 1,100,000,000
Converted value exceeded the principal value	$ 333,000,000
Revolving Credit Facility | Senior Secured Revolving Credit Facility
Debt Instrument
Debt instrument, term	5 years
Maximum borrowing capacity	$ 600,000,000
Letters of credit outstanding, amount	$ 72,000,000

Debt and Other Financing - Conv

Debt and Other Financing - Convertible Non-Accreting Notes (Details) - Convertible Debt	Mar. 31, 2024
2024 Notes
Debt Instrument
Annual Coupon Rate	1.125%
Annual Effective Interest Rate	1.50%
2025 Notes
Debt Instrument
Annual Coupon Rate	0.625%
Annual Effective Interest Rate	0.90%
2026 Notes
Debt Instrument
Annual Coupon Rate	1%
Annual Effective Interest Rate	1.20%
2028 Notes
Debt Instrument
Annual Coupon Rate	3.50%
Annual Effective Interest Rate	3.80%
2027 Notes
Debt Instrument
Annual Coupon Rate	3.25%
Annual Effective Interest Rate	3.60%

Debt and Other Financing - Co_2

Debt and Other Financing - Conversion and Redemption Terms of the Notes (Details) - Convertible Debt	3 Months Ended
	Mar. 31, 2024 $ / shares
2024 Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.008591
Initial conversion price (in dollars per share)	$ 116.4
2025 Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.0023972
Initial conversion price (in dollars per share)	$ 417.15
2026 Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.0067349
Initial conversion price (in dollars per share)	$ 148.48
2027 Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.0157597
Initial conversion price (in dollars per share)	$ 63.45
2028 Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.0218341
Initial conversion price (in dollars per share)	$ 45.8
2025 Accreting Notes
Debt Instrument
Initial Conversion Rate per $1,000 Principal	0.0137931
Initial conversion price (in dollars 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	3 Months Ended
	Mar. 31, 2024 $ / shares
2024 Capped Calls
Debt Instrument
Initial cap price (in dollars per share)	$ 219.63
Cap price premium (in percent)	150%
2025 Capped Calls
Debt Instrument
Initial cap price (in dollars per share)	$ 787.08
Cap price premium (in percent)	150%
2026 Capped Calls
Debt Instrument
Initial cap price (in dollars per share)	$ 280.15
Cap price premium (in percent)	150%
2027 Capped Calls
Debt Instrument
Initial cap price (in dollars per share)	$ 97.62
Cap price premium (in percent)	100%
2028 Capped Calls
Debt Instrument
Initial cap price (in dollars per share)	$ 73.28
Cap price premium (in percent)	100%

Commitments and Contingencies (

Commitments and Contingencies (Details) - CBSA Review $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Estimated potential liability	$ 20
Loss accrual	10
Cost of goods sold
Loss Contingencies [Line Items]
Loss in period	6
Payments	4
Selling, operations, technology, general and administrative
Loss Contingencies [Line Items]
Loss in period	1
Payments	$ 1

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class of Stock
Number of shares converted into Class A shares (in shares)	56,347,119
2020 Repurchase Program | Class A common stock
Class of Stock
Stock repurchased during period	$ 0	$ 0

Equity-Based Compensation - Nar

Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Apr. 30, 2023
Equity based compensation
Equity-based compensation costs capitalized	$ 11	$ 13
Restricted stock units
Equity based compensation
Unrecognized equity-based compensation	$ 209
Weighted average remaining vesting term (in years)	7 months 6 days
Aggregate intrinsic value of stock unvested	$ 238
2023 Plan
Equity based compensation
Number of shares available for future grant (in shares)	14,207,455		20,525,663

Equity-Based Compensation - Sch

Equity-Based Compensation - Schedule of Activity Relating to RSU's (Details) - Restricted stock units - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Shares
Unvested at the beginning of the period (in shares)	5,186,886
RSU's granted (in shares)	1,321,993
RSUs vested (in shares)	(2,279,438)
RSUs forfeited/cancelled (in shares)	(720,589)
Unvested at the end of the period (in shares)	3,508,852
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share)	$ 93.68
RSUs granted (in dollars per share)	65.40	$ 41,630,000
RSUs vested (in dollars per share)	75.40
RSUs forfeited/cancelled (in dollars per share)	99.23
Unvested at the end of the period (in dollars per share)	$ 93.74

Equity-Based Compensation - Sum

Equity-Based Compensation - Summary of Weighted Average Grant Date Fair Value of RSUs Vested (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity based compensation
Weighted average grant date fair value of RSUs (in dollars per share)	$ 65.40	$ 41,630,000
Total fair value of vested RSUs (in millions)	$ 172,000	$ 171,000
Intrinsic value of RSUs vested (in millions)	$ 129,000	$ 117,000

Equity-Based Compensation - Cla

Equity-Based Compensation - Classified Equity-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity based compensation
Equity-based compensation expense	$ 119	$ 144
Cost of goods sold
Equity based compensation
Equity-based compensation expense	2	3
Customer service and merchant fees
Equity based compensation
Equity-based compensation expense	5	8
Selling, operations, technology, general and administrative
Equity based compensation
Equity-based compensation expense	$ 112	$ 133

Income Taxes - Tax Benefits Nar

Income Taxes - Tax Benefits Narrative (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0	$ 0

Loss per Share - Calculation of

Loss per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Numerator for basic and diluted loss per share - net loss	$ (248)	$ (355)
Denominator:
Denominator for basic loss per share - weighted-average number of shares of common stock outstanding (in shares)	120	110
Denominator for diluted loss per share - weighted-average number of shares of common stock outstanding (in shares)	120	110
Loss per share:
Basic (in dollars per share)	$ (2.06)	$ (3.22)
Diluted (in dollars per shares)	$ (2.06)	$ (3.22)

Loss per Share - Antidilutive S

Loss per Share - Antidilutive Securities (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share
Common stock outstanding that have been excluded from the computation of diluted loss per share (in shares)	40	30
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 loss per share (in shares)	4	7
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 loss per share (in shares)	36	23

Segment and Geographic Inform_3

Segment and Geographic Information - Net Revenues and Adjusted EBITDA (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information
Total net revenue	$ 2,729	$ 2,774
Adjusted EBITDA	75	(14)
Less: reconciling items	(323)	(341)
Net loss	(248)	(355)
Depreciation and amortization	104	104
Equity-based compensation and related taxes	127	151
Interest expense, net	6	5
Other expense, net	4	1
Provision for income taxes, net	3	2
Impairment and other related net charges	0	13
Restructuring charges	79	65
Total reconciling items	323	341
Impairment of leasehold		5
Construction in progress
Segment Reporting Information
Tangible asset impairment charges		8
U.S.
Segment Reporting Information
Total net revenue	2,391	2,415
Adjusted EBITDA	121	29
International
Segment Reporting Information
Total net revenue	338	359
Adjusted EBITDA	$ (46)	$ (43)