United States securities and exchange commission logo
July 1, 2021
Michael Fleisher
Chief Financial Officer
Wayfair Inc.
4 Copley Place
Boston, MA 02116
Re: Wayfair Inc.
Form 10-K for
Fiscal Year Ended December 31, 2020
Filed February 25,
2021
Form 8-K Furnished
February 25, 2021
File No. 001-36666
Dear Mr. Fleisher:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2020
Item 7. Management's Discussion and Analysis
Key Financial and Operating Metrics, page 37
1. We note you include
your non-GAAP measure of "Free Cash Flow" within your listing
of key financial and
operating metrics, here and within your earnings release furnished on
Form 8-K, without
providing similar presentation of the comparable GAAP
measure. When
presenting non-GAAP measures, please present the most directly
comparable GAAP measure
with equal or greater prominence. Refer to
Item 10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the staff's Compliance and
Disclosure
Interpretation on Non-GAAP Financial Measures ("C&DI s").
Michael Fleisher
FirstName LastNameMichael Fleisher
Wayfair Inc.
Comapany
July 1, 2021NameWayfair Inc.
July 1,2 2021 Page 2
Page
FirstName LastName
Form 8-K Furnished February 25, 2021
Exhibit 99.1, page 1
2. We note the following in regards to your presentation of non-GAAP
financial measures
in both the fourth quarter and full year "Highlights" sections of your
earnings release:
Presentation of "Adjusted EBITDA margin" without providing similar
presentation of
the comparable GAAP measure;
Presentation of "Non-GAAP Free Cash Flow" without presenting the
most directly
comparable GAAP measure with equal or greater prominence.
Please revise your presentation in accordance with Item 10(e)(1)(i)(A)
of Regulation S-
K and Question 102.10 of the staff's Compliance and Disclosure
Interpretation on Non-
GAAP Financial Measures ("C&DI s").
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Abe Friedman at 202-551-8298 or Theresa Brillant at
202-551-
3307 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services