WAYFAIR INC., 10-Q filed on 11/1/2023
Quarterly Report
v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Oct. 25, 2023
Document Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
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, $0.001 par value  
Trading Symbol W  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001616707  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Class A common stock    
Document Information    
Entity Common Stock, Shares Outstanding   92,255,917
Class B common stock    
Document Information    
Entity Common Stock, Shares Outstanding   25,691,295
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 1,281 $ 1,050
Short-term investments 0 228
Accounts receivable, net 132 272
Inventories 79 90
Prepaid expenses and other current assets 292 293
Total current assets 1,784 1,933
Operating lease right-of-use assets 778 839
Property and equipment, net 751 774
Other non-current assets 47 34
Total assets 3,360 3,580
Current liabilities    
Accounts payable 1,173 1,204
Other current liabilities 823 868
Total current liabilities 1,996 2,072
Long-term debt 3,207 3,137
Operating lease liabilities, net of current 827 893
Other non-current liabilities 38 28
Total liabilities 6,068 6,130
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, 2023 and December 31, 2022 0 0
Additional paid-in capital 1,142 737
Accumulated deficit (3,844) (3,280)
Accumulated other comprehensive loss (6) (7)
Total stockholders' deficit (2,708) (2,550)
Total liabilities and stockholders' deficit 3,360 3,580
Class A common stock    
Stockholders’ deficit:    
Common stock 0 0
Class B common stock    
Stockholders’ deficit:    
Common stock $ 0 $ 0
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Operating lease, liability, current, statement of financial position [Extensible Enumeration] Other current liabilities Other current liabilities
Convertible redeemable preferred units, par value (in dollars 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 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) 90,489,548 82,903,862
Common stock, shares outstanding (in shares) 90,489,548 82,903,862
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 25,691,397
Common stock, shares outstanding (in shares) 25,691,295 25,691,397
v3.23.3
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net revenue $ 2,944 $ 2,840 $ 8,889 $ 9,117
Cost of goods sold 2,027 2,016 6,166 6,594
Gross profit 917 824 2,723 2,523
Operating expenses:        
Customer service and merchant fees 136 156 419 469
Advertising 337 353 1,016 1,067
Selling, operations, technology, general and administrative 596 656 1,850 1,970
Impairment and other related net charges 0 0 14 40
Restructuring charges 0 31 65 31
Total operating expenses 1,069 1,196 3,364 3,577
Loss from operations (152) (372) (641) (1,054)
Interest expense, net (5) (5) (15) (19)
Other expense, net (4) (1) (2) 0
Gain on debt extinguishment 0 96 100 96
Loss before income taxes (161) (282) (558) (977)
Provision for income taxes, net 2 1 6 3
Net loss $ (163) $ (283) $ (564) $ (980)
Loss per share:        
Basic (in dollars per share) $ (1.40) $ (2.66) $ (4.99) $ (9.28)
Diluted (in dollars per shares) $ (1.40) $ (2.66) $ (4.99) $ (9.28)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:        
Basic (in shares) 116 106 113 106
Diluted (in shares) 116 106 113 106
v3.23.3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net loss $ (163) $ (283) $ (564) $ (980)
Other comprehensive (loss) income:        
Foreign currency translation adjustments (1) (2) 0 (5)
Net unrealized gain (loss) on available-for-sale investments 0 0 1 (2)
Comprehensive loss $ (164) $ (285) $ (563) $ (987)
v3.23.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)
shares in Thousands, $ 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, 2021   105,000      
Beginning balance at Dec. 31, 2021 $ (1,619) $ 0 $ 337 $ (1,949) $ (7)
Increase (Decrease) in Stockholders' Equity          
Net loss (980)     (980)  
Other comprehensive (loss) income (7)       (7)
Issuance of common stock upon vesting of RSUs (in shares)   2,000      
Equity-based compensation 383   383    
Repurchase of common stock (in shares)   (1,000)      
Repurchase of common stock (75)   (75)    
Premiums paid for capped calls (80)   (80)    
Ending balance (in shares) at Sep. 30, 2022   106,000      
Ending balance at Sep. 30, 2022 (2,378) $ 0 565 (2,929) (14)
Beginning balance (in shares) at Jun. 30, 2022   106,000      
Beginning balance at Jun. 30, 2022 (2,145) $ 0 513 (2,646) (12)
Increase (Decrease) in Stockholders' Equity          
Net loss (283)     (283)  
Other comprehensive (loss) income (2)       (2)
Equity-based compensation 132   132    
Premiums paid for capped calls (80)   (80)    
Ending balance (in shares) at Sep. 30, 2022   106,000      
Ending balance at Sep. 30, 2022 (2,378) $ 0 565 (2,929) (14)
Beginning balance (in shares) at Dec. 31, 2022   109,000      
Beginning balance at Dec. 31, 2022 (2,550) $ 0 737 (3,280) (7)
Increase (Decrease) in Stockholders' Equity          
Net loss (564)     (564)  
Other comprehensive (loss) income 1       1
Issuance of common stock upon vesting of RSUs (in shares)   7,000      
Equity-based compensation 492   492    
Premiums paid for capped calls (87)   (87)    
Ending balance (in shares) at Sep. 30, 2023   116,000      
Ending balance at Sep. 30, 2023 (2,708) $ 0 1,142 (3,844) (6)
Beginning balance (in shares) at Jun. 30, 2023   113,000      
Beginning balance at Jun. 30, 2023 (2,698) $ 0 988 (3,681) (5)
Increase (Decrease) in Stockholders' Equity          
Net loss (163)     (163)  
Other comprehensive (loss) income (1)       (1)
Issuance of common stock upon vesting of RSUs (in shares)   3,000      
Equity-based compensation 154   154    
Ending balance (in shares) at Sep. 30, 2023   116,000      
Ending balance at Sep. 30, 2023 $ (2,708) $ 0 $ 1,142 $ (3,844) $ (6)
v3.23.3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Cash flows from (for) operating activities:        
Net loss $ (163) $ (283) $ (564) $ (980)
Adjustments to reconcile net loss to net cash provided by (used) in operating activities:        
Depreciation and amortization 106 94 312 270
Equity-based compensation expense     447 355
Amortization of discount and issuance costs on convertible notes     6 7
Impairment and other related net charges 0 0 14 40
Gain on debt extinguishment 0 (96) (100) (96)
Other non-cash adjustments     0 20
Changes in operating assets and liabilities:        
Accounts receivable, net     140 (113)
Inventories     11 (35)
Prepaid expenses and other current assets     17 39
Other assets     2 0
Accounts payable and other current liabilities     (106) (294)
Other liabilities     12 15
Net cash provided by (used in) operating activities     191 (772)
Cash flows for investing activities:        
Purchase of short- and long-term investments     (4) (420)
Sale and maturities of short- and long-term investments     229 550
Purchase of property and equipment     (101) (136)
Site and software development costs     (154) (205)
Net cash used in investing activities     (30) (211)
Cash flows from financing activities:        
Repurchase of common stock     0 (75)
Proceeds from issuance of convertible notes, net of issuance costs     678 678
Premiums paid for capped call confirmations     (87) (80)
Payment of principal upon maturity of convertible debt     0 (3)
Payments to extinguish convertible debt     (514) (504)
Net cash provided by financing activities     77 16
Effect of exchange rate changes on cash, cash equivalents and restricted cash     3 (8)
Net increase (decrease) in cash, cash equivalents and restricted cash     241 (975)
Cash, cash equivalents and restricted cash        
Beginning of period     1,050 1,706
End of period 1,291 731 1,291 731
Supplemental cash flow information:        
Cash paid for interest on long-term debt     40 26
Purchase of property and equipment included in accounts payable and other liabilities     (8) 14
Reconciliation of cash, cash equivalents and restricted cash to condensed consolidated balance sheets        
Cash and cash equivalents 1,281 731 1,281 731
Restricted cash included within prepaid expenses and other current assets 10 0 10 0
Total cash, cash equivalents and restricted cash $ 1,291 $ 731 $ 1,291 $ 731
v3.23.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
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, 2022. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2023 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 and nine months ended September 30, 2023 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, 2022.
Recent Accounting Pronouncements
The Company has considered recently issued accounting pronouncements and does not believe that any are applicable or expected to have a material impact on the consolidated financial statements.
v3.23.3
Supplemental Financial Statement Disclosures
 9 Months Ended
Sep. 30, 2023
Balance Sheet Components Disclosure [Abstract]  
Supplemental Financial Statement Disclosures
2. Supplemental Financial Statement Disclosures
Accounts Receivable, Net
As of September 30, 2023, accounts receivable was $132 million, net of allowance for credit losses of $33 million. As of December 31, 2022, accounts receivable was $272 million, net of allowance for credit losses of $24 million. The changes in the allowance for credit losses were not material for the three and nine months ended September 30, 2023. Management believes credit risk is mitigated for the three and nine months ended September 30, 2023, as approximately 99.4% and 99.5%, respectively, of the net revenue recognized was collected in advance of recognition.
Contract Liabilities
Contract liabilities included in other current liabilities were $214 million at September 30, 2023 and $224 million at December 31, 2022. During the nine months ended September 30, 2023, Wayfair recognized $152 million of net revenue that was included within other current liabilities as of December 31, 2022.
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.
Impairment and Other Related Net Charges
During the nine months ended September 30, 2023, Wayfair recorded charges of $14 million, inclusive of $5 million related to consolidation of certain customer service centers and $9 million related to construction in progress assets at identified U.S. locations. These charges are recorded within impairment and other related net charges on the condensed consolidated statements of operations.
Restructuring Charges
In January 2023, Wayfair announced an update to the Company’s cost efficiency plan, including a workforce reduction involving approximately 1,750 employees. As a result of this workforce reduction, during the nine months ended September 30,
2023, Wayfair incurred $65 million of charges recorded within restructuring charges on the condensed consolidated statements of operations. Wayfair does not expect to incur any further material charges related to this workforce reduction. The charges consisted primarily of one-time employee severance and benefit costs.
v3.23.3
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023 and December 31, 2022, 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 and nine months ended September 30, 2023 and 2022, Wayfair did not have any realized gains or losses.
During the three and nine months ended September 30, 2023 and 2022, Wayfair did not recognize any credit losses related to its available-for-sale debt securities. As of September 30, 2023 and December 31, 2022, 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:
 December 31, 2022
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$229 $— $(1)$228 
Total$229 $— $(1)$228 
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:
 September 30, 2023
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$913 $— $— $913 
Cash equivalents368 — — 368 
Total cash and cash equivalents 1,281 — — 1,281 
Prepaid expenses and other current assets:
Certificate of deposit (1)
10 — — 10 
Total$1,291 $— $— $1,291 
(1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.
 December 31, 2022
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$430 $— $— $430 
Cash equivalents620 — — 620 
Total cash and cash equivalents1,050 — — 1,050 
Short-term investments:
Investment securities— 228 — 228 
Total$1,050 $228 $— $1,278 
v3.23.3
Debt and Other Financing
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt and Other Financing
4. Debt and Other Financing
The following table presents the outstanding principal amount and carrying value of debt and other financing:
September 30, 2023December 31, 2022
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2024 Notes$117 $— 117 $200 $(1)199 
2025 Notes754 (3)751 1,289 (8)1,281 
2026 Notes949 (6)943 949 (7)942 
2027 Notes690 (11)679 690 (12)678 
2028 Notes690 (11)679 — — — 
2025 Accreting Notes38 — 38 37 — 37 
Total Debt$3,207 $3,137 
Short-term debt— — 
Long-term debt$3,207 $3,137 
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 $76 million in outstanding letters of credit as of September 30, 2023, primarily as security for lease agreements. As of September 30, 2023, there were no revolving loans outstanding under the Revolver.
Convertible Non-Accreting Notes
In May 2023, Wayfair issued $690 million in aggregate principal amount of 3.50% Convertible Senior Notes due 2028 (the “2028 Notes”), which includes the exercise in full of a $90 million option granted to the initial purchasers. In connection with the issuance of the 2028 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2028 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2028 Notes (the “2028 Capped Calls”).
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 NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2024 NotesNovember 1, 20241.125%1.5%May 1 and November 1
2025 NotesOctober 1, 20250.625%0.9%April 1 and October 1
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
2028 NotesNovember 15, 20283.500%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%.
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 NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2024 NotesNovember 1, 2024August 1, 20248.5910$116.40May 8, 2022
2025 NotesOctober 1, 2025July 1, 20252.3972$417.15October 4, 2022
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
2028 NotesNovember 15, 2028August 15, 202821.8341 $45.80May 20, 2026
2025 Accreting NotesApril 1, 2025-13.7931$72.50May 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-business day period after any ten consecutive trading day period (the “measurement period") in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Wayfair’s Class A common stock and the conversion rate on each such trading day;
•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 September 30, 2023, and the 2028 Notes therefore became convertible in the calendar quarter ended December 31, 2023 pursuant to the applicable last reported sales price condition. 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, 2023, the 2024 Notes, 2025 Notes, 2026 Notes and 2027 Notes are not convertible during the calendar quarter ended December 31, 2023 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.
Accounting for the Notes
The Notes are recorded as a single unit within liabilities in the condensed consolidated 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.

Proceeds from 2028 Notes Transactions and Partial Extinguishment of 2024 Notes and 2025 Notes
The net transaction amount from the issuance of the 2028 Notes, in the second quarter of 2023, was $591 million after deducting the initial purchasers’ discounts, the offering expenses payable by Wayfair and the net proceeds used to purchase the 2028 Capped Calls.
Additionally, during the second quarter of 2023, Wayfair used $514 million of the net transaction amount to repurchase for cash $83 million aggregate principal amount of the 2024 Notes and $535 million aggregate principal amount of the 2025 Notes in privately negotiated repurchase transactions. In accounting for the repurchases of the 2024 Notes and 2025 Notes, Wayfair recorded a $100 million gain on debt extinguishment, representing the difference between the cash paid for principal of $514 million and the combined net carrying value of the 2024 Notes and 2025 Notes of $614 million. Wayfair intends to use the remaining net proceeds from the issuance of the 2028 Notes for working capital and general corporate purposes, including, but not limited to, operating and capital expenditures. Wayfair may also use a portion of the net proceeds to finance acquisitions, strategic transactions, investments, repurchases of Class A common stock or the repayment, redemption, purchase or exchange of indebtedness (including the Notes).
Conversions of Notes
During the three and nine months ended September 30, 2023, there were no conversions of the Notes.
Interest Expense
During the three months ended September 30, 2023, Wayfair recognized contractual interest expense and debt discount amortization of $15 million and $3 million, respectively, and during the nine months ended September 30, 2023, contractual interest expense and debt discount amortization of $40 million and $6 million, respectively.
During the three months ended September 30, 2022, Wayfair recognized contractual interest expense and debt discount amortization of $7 million and $2 million, respectively, and during the nine months ended September 30, 2022, contractual interest expense and debt discount amortization of $21 million and $6 million, respectively.
Fair Value of Notes
As of September 30, 2023, the estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2025 Accreting Notes was $115 million, $650 million, $771 million, $841 million, $1.0 billion and $31 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
September 30, 2023, the if-converted value of the 2028 Notes exceeded the principal value by $223 million. As of September 30, 2023, the if-converted value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 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 CallsMaturity DateInitial Cap PriceCap Price Premium
2024 Capped CallsNovember 1, 2024$219.63150%
2025 Capped CallsOctober 1, 2025$787.08150%
2026 Capped CallsAugust 15, 2026$280.15150%
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
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.
v3.23.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2023
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. As of September 30, 2023, the estimated potential liability for the CBSA review is $10 million and is recorded within other current liabilities in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2023 approximately $7 million was recorded to cost of sales and approximately $1 million was recorded to selling, operations, technology, general and administrative within the condensed consolidated statements of operations.
Because loss contingencies are inherently unpredictable, this assessment is subjective and requires judgments about future events. As a result, it is at least reasonably possible that this estimate may change in the near term and the effect of the potential change could be material. Wayfair believes it has substantial factual and legal grounds to contest certain elements of the CBSA review, along with any associated interest.
v3.23.3
Stockholders' Deficit
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders’ Deficit Stockholders’ Deficit
Common Stock
Since Wayfair's initial public offering through September 30, 2023, 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
During the three and nine months ended September 30, 2023, Wayfair did not repurchase any shares of Class A common stock under its stock repurchase programs.
During the three months ended September 30, 2022, Wayfair did not repurchase any shares of Class A common stock. During the nine months ended September 30, 2022, Wayfair repurchased 548,173 shares of Class A common stock for $75 million under its stock repurchase programs
v3.23.3
Equity-Based Compensation
 9 Months Ended
Sep. 30, 2023
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 September 30, 2023, 16,452,692 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 nine months ended September 30, 2023:
 SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 202210,170,203 $100.05 
RSUs granted4,815,022 $45.41 
RSUs vested(7,585,420)$62.84 
RSUs forfeited/canceled(1,888,574)$108.06 
Unvested at September 30, 2023
5,511,231 $100.75 
The intrinsic value of RSUs that vested during the nine months ended September 30, 2023 and 2022 were $411 million and $210 million, respectively. As of September 30, 2023, the aggregate intrinsic value of unvested RSUs was $334 million.
As of September 30, 2023, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $409 million with a weighted-average remaining vesting term of 0.8 years.
Equity-based compensation was classified as follows in the condensed consolidated statements of operations:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Cost of goods sold$2 $3 $7 $8 
Customer service and merchant fees6 8 22 24 
Selling, operations, technology, general and administrative131 111 418 323 
Total equity-based compensation expense$139 $122 $447 $355 
Equity-based compensation costs capitalized as software costs were $15 million and $45 million for the three and nine months ended September 30, 2023, respectively, and $10 million and $28 million for the three and nine months ended September 30, 2022, respectively.
v3.23.3
Income Taxes
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income TaxesThe provision for income taxes, net recorded during the three and nine months ended September 30, 2023 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 September 30, 2023 and December 31, 2022.
v3.23.3
Loss per Share
 9 Months Ended
Sep. 30, 2023
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 September 30,Nine Months Ended September 30,
 2023202220232022
(in millions, except per share data)
Numerator:
Numerator for basic and diluted loss per share - net loss
$(163)$(283)$(564)$(980)
Denominator:
Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding
116 106 113 106 
Loss per share  
Basic$(1.40)$(2.66)$(4.99)$(9.28)
Diluted$(1.40)$(2.66)$(4.99)$(9.28)
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 September 30,Nine Months Ended September 30,
2023202220232022
(in millions)
Unvested restricted stock units6 8 6 8 
Shares related to convertible debt instruments36 26 36 26 
Total42 34 42 34 
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. The 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.
v3.23.3
Segment and Geographic Information
 9 Months Ended
Sep. 30, 2023
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.
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 September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
U.S. net revenue$2,572 $2,440 $7,772 $7,778 
International net revenue372 400 1,117 1,339 
Total net revenue$2,944 $2,840 $8,889 $9,117 
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Adjusted EBITDA:
U.S.$123 $(51)$313 $(109)
International(23)(73)(99)(236)
Total reportable segments Adjusted EBITDA100 (124)214 (345)
Less: reconciling items (1)
(263)(159)(778)(635)
Net loss$(163)$(283)$(564)$(980)
(1)The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Depreciation and amortization$106 $94 $312 $270 
Equity-based compensation and related taxes146 123 464 368 
Interest expense, net5 5 15 19 
Other expense, net4 1 2 — 
Provision for income taxes, net2 1 6 3 
Other:
Impairment and other related net charges (a)
— — 14 40
Restructuring charges (b)
— 31 65 31 
Gain on debt extinguishment (c)
— (96)(100)(96)
Total reconciling items$263 $159 $778 $635 
(a)
During the nine months ended September 30, 2023, Wayfair recorded charges of $14 million, inclusive of $5 million related to consolidation of certain customer service centers and $9 million related to construction in progress assets at identified U.S. locations. During the nine months ended September 30, 2022, Wayfair recorded $40 million of lease impairment and other charges related to changes in market conditions around future sublease income for one office location in the U.S.
(b)
During the nine months ended September 30, 2023, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions. During the three and nine months ended September 30, 2022, Wayfair incurred $31 million of charges consisting primarily of one-time employee severance and benefit costs associated with the August 2022 workforce reductions.
(c)
During the nine months ended September 30, 2023, Wayfair recorded a $100 million gain on debt extinguishment upon repurchase of $83 million in aggregate principal amount of the 2024 Notes and $535 million in aggregate principal amount of the 2025 Notes. During the three and nine months ended September 30, 2022, Wayfair recorded a $96 million gain on debt extinguishment upon repurchase of $375 million aggregate principal amount of the 2024 Notes and $229 million in aggregate principal amount of the 2025 Notes.
See “Non-GAAP Financial Measures” in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q for more information regarding the use of Adjusted EBITDA.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net loss $ (163) $ (283) $ (564) $ (980)
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
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, 2022. Furthermore, interim results are not necessarily indicative of the results for the full year ended December 31, 2023 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 and nine months ended September 30, 2023 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, 2022.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
The Company has considered recently issued accounting pronouncements and does not believe that any are applicable or expected to have a material impact on the consolidated financial statements.
v3.23.3
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Marketable Securities
The following table presents details of Wayfair’s investment securities:
 December 31, 2022
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
(in millions)
Short-term:    
Investment securities$229 $— $(1)$228 
Total$229 $— $(1)$228 
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:
 September 30, 2023
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$913 $— $— $913 
Cash equivalents368 — — 368 
Total cash and cash equivalents 1,281 — — 1,281 
Prepaid expenses and other current assets:
Certificate of deposit (1)
10 — — 10 
Total$1,291 $— $— $1,291 
(1) The certificate of deposit is classified as restricted cash that is primarily restricted to funds held in collateral.
 December 31, 2022
 Level 1Level 2Level 3Total
(in millions)
Cash and cash equivalents:   
Cash$430 $— $— $430 
Cash equivalents620 — — 620 
Total cash and cash equivalents1,050 — — 1,050 
Short-term investments:
Investment securities— 228 — 228 
Total$1,050 $228 $— $1,278 
v3.23.3
Debt and Other Financing (Tables)
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Outstanding Principal and Carrying Value
The following table presents the outstanding principal amount and carrying value of debt and other financing:
September 30, 2023December 31, 2022
Debt InstrumentPrincipal AmountUnamortized Debt DiscountNet Carrying AmountPrincipal AmountUnamortized Debt DiscountNet Carrying Amount
(in millions)
Revolving Credit Facility$— $— 
2024 Notes$117 $— 117 $200 $(1)199 
2025 Notes754 (3)751 1,289 (8)1,281 
2026 Notes949 (6)943 949 (7)942 
2027 Notes690 (11)679 690 (12)678 
2028 Notes690 (11)679 — — — 
2025 Accreting Notes38 — 38 37 — 37 
Total Debt$3,207 $3,137 
Short-term debt— — 
Long-term debt$3,207 $3,137 
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 NotesMaturity DateAnnual Coupon RateAnnual Effective Interest RatePayment Dates for Semi-Annual Interest Payments in Arrears
2024 NotesNovember 1, 20241.125%1.5%May 1 and November 1
2025 NotesOctober 1, 20250.625%0.9%April 1 and October 1
2026 NotesAugust 15, 20261.000%1.2%February 15 and August 15
2027 NotesSeptember 15, 20273.250%3.6%March 15 and September 15
2028 NotesNovember 15, 20283.500%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 NotesMaturity DateFree Convertibility DateInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceRedemption Date
2024 NotesNovember 1, 2024August 1, 20248.5910$116.40May 8, 2022
2025 NotesOctober 1, 2025July 1, 20252.3972$417.15October 4, 2022
2026 NotesAugust 15, 2026May 15, 20266.7349$148.48August 20, 2023
2027 NotesSeptember 15, 2027June 15, 202715.7597$63.45September 20, 2025
2028 NotesNovember 15, 2028August 15, 202821.8341 $45.80May 20, 2026
2025 Accreting NotesApril 1, 2025-13.7931$72.50May 9, 2023
Schedule of Initial Terms for Capped Calls The initial terms for the Capped Calls are presented below:
Capped CallsMaturity DateInitial Cap PriceCap Price Premium
2024 Capped CallsNovember 1, 2024$219.63150%
2025 Capped CallsOctober 1, 2025$787.08150%
2026 Capped CallsAugust 15, 2026$280.15150%
2027 Capped CallsSeptember 15, 2027$97.62100%
2028 Capped CallsNovember 15, 2028$73.28100%
v3.23.3
Equity-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Activity Relating to Restricted Stock Units The following table presents activity relating to RSUs for the nine months ended September 30, 2023:
 SharesWeighted-Average
Grant Date
Fair Value
Unvested at December 31, 202210,170,203 $100.05 
RSUs granted4,815,022 $45.41 
RSUs vested(7,585,420)$62.84 
RSUs forfeited/canceled(1,888,574)$108.06 
Unvested at September 30, 2023
5,511,231 $100.75 
Equity-Based Compensation
Equity-based compensation was classified as follows in the condensed consolidated statements of operations:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Cost of goods sold$2 $3 $7 $8 
Customer service and merchant fees6 8 22 24 
Selling, operations, technology, general and administrative131 111 418 323 
Total equity-based compensation expense$139 $122 $447 $355 
v3.23.3
Loss per Share (Tables)
 9 Months Ended
Sep. 30, 2023
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 September 30,Nine Months Ended September 30,
 2023202220232022
(in millions, except per share data)
Numerator:
Numerator for basic and diluted loss per share - net loss
$(163)$(283)$(564)$(980)
Denominator:
Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding
116 106 113 106 
Loss per share  
Basic$(1.40)$(2.66)$(4.99)$(9.28)
Diluted$(1.40)$(2.66)$(4.99)$(9.28)
Schedule of Antidilutive Securities Excluded from Computation of (Loss) 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 per share were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
(in millions)
Unvested restricted stock units6 8 6 8 
Shares related to convertible debt instruments36 26 36 26 
Total42 34 42 34 
v3.23.3
Segment and Geographic Information (Tables)
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
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 September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
U.S. net revenue$2,572 $2,440 $7,772 $7,778 
International net revenue372 400 1,117 1,339 
Total net revenue$2,944 $2,840 $8,889 $9,117 
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Adjusted EBITDA:
U.S.$123 $(51)$313 $(109)
International(23)(73)(99)(236)
Total reportable segments Adjusted EBITDA100 (124)214 (345)
Less: reconciling items (1)
(263)(159)(778)(635)
Net loss$(163)$(283)$(564)$(980)
(1)The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
(in millions)
Depreciation and amortization$106 $94 $312 $270 
Equity-based compensation and related taxes146 123 464 368 
Interest expense, net5 5 15 19 
Other expense, net4 1 2 — 
Provision for income taxes, net2 1 6 3 
Other:
Impairment and other related net charges (a)
— — 14 40
Restructuring charges (b)
— 31 65 31 
Gain on debt extinguishment (c)
— (96)(100)(96)
Total reconciling items$263 $159 $778 $635 
(a)
During the nine months ended September 30, 2023, Wayfair recorded charges of $14 million, inclusive of $5 million related to consolidation of certain customer service centers and $9 million related to construction in progress assets at identified U.S. locations. During the nine months ended September 30, 2022, Wayfair recorded $40 million of lease impairment and other charges related to changes in market conditions around future sublease income for one office location in the U.S.
(b)
During the nine months ended September 30, 2023, Wayfair incurred $65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions. During the three and nine months ended September 30, 2022, Wayfair incurred $31 million of charges consisting primarily of one-time employee severance and benefit costs associated with the August 2022 workforce reductions.
(c)
During the nine months ended September 30, 2023, Wayfair recorded a $100 million gain on debt extinguishment upon repurchase of $83 million in aggregate principal amount of the 2024 Notes and $535 million in aggregate principal amount of the 2025 Notes. During the three and nine months ended September 30, 2022, Wayfair recorded a $96 million gain on debt extinguishment upon repurchase of $375 million aggregate principal amount of the 2024 Notes and $229 million in aggregate principal amount of the 2025 Notes.
v3.23.3
Supplemental Financial Statement Disclosures - Accounts Receivable, Net (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Balance Sheet Components Disclosure [Abstract]      
Accounts receivable, net $ 132 $ 132 $ 272
Accounts receivable allowance 33 33 $ 24
Allowance for credit losses $ 0 $ 0  
Collection in advance of recognition 99.40% 99.50%  
v3.23.3
Supplemental Financial Statement Disclosures - Other Current Liabilities - Narrative (Details) - Other current liabilities - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Other Current Liabilities    
Contract liabilities $ 214 $ 224
Revenue recognized that was included in deferred revenue $ 152  
v3.23.3
Supplemental Financial Statement Disclosures -Impairment and Other Related Net Charges - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Line Items]        
Impairment and other related net charges $ 0 $ 0 $ 14 $ 40
Customer Service Centers        
Property, Plant and Equipment [Line Items]        
Tangible asset impairment charges     5  
Construction in progress        
Property, Plant and Equipment [Line Items]        
Tangible asset impairment charges     $ 9  
v3.23.3
Supplemental Financial Statement Disclosures - Restructuring Charges (Details)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Jan. 31, 2023
employee
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Balance Sheet Components Disclosure [Abstract]          
Reduction in workforce employees | employee 1,750        
Restructuring charges | $   $ 0 $ 31 $ 65 $ 31
v3.23.3
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Narrative (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Fair Value Disclosures [Abstract]          
Debt securities, available-for-sale, realized gain     $ 0 $ 0  
Debt securities, available-for-sale, realized loss $ 0 $ 0      
Allowance for credit losses 0 $ 0 0 $ 0  
Credit losses recognized $ 0   $ 0   $ 0
v3.23.3
Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements - Schedule of Marketable Securities (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Fair Value Disclosures [Abstract]  
Amortized Cost $ 229
Gross Unrealized Gains 0
Gross Unrealized Losses (1)
Estimated Fair Value $ 228
v3.23.3
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
Sep. 30, 2023
Dec. 31, 2022
Fair value measurements    
Cash and cash equivalents $ 1,281 $ 1,050
Total 1,291 1,278
Investment securities    
Fair value measurements    
Short-term investments   228
Cash    
Fair value measurements    
Cash and cash equivalents 913 430
Cash equivalents    
Fair value measurements    
Cash and cash equivalents 368 620
Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets 10  
Level 1    
Fair value measurements    
Cash and cash equivalents 1,281 1,050
Total 1,291 1,050
Level 1 | Investment securities    
Fair value measurements    
Short-term investments   0
Level 1 | Cash    
Fair value measurements    
Cash and cash equivalents 913 430
Level 1 | Cash equivalents    
Fair value measurements    
Cash and cash equivalents 368 620
Level 1 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets 10  
Level 2    
Fair value measurements    
Total 0 228
Level 2 | Investment securities    
Fair value measurements    
Short-term investments   228
Level 2 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets 0  
Level 3    
Fair value measurements    
Total 0 0
Level 3 | Investment securities    
Fair value measurements    
Short-term investments   $ 0
Level 3 | Certificate of deposit    
Fair value measurements    
Prepaid expenses and other current assets $ 0  
v3.23.3
Debt and Other Financing - Schedule of Outstanding Principal and Carrying Value (Details) - USD ($)
Sep. 30, 2023
May 31, 2023
Dec. 31, 2022
Debt Instrument      
Long-term debt, total $ 3,207,000,000   $ 3,137,000,000
Short-term debt 0   0
Convertible Debt | 2024 Notes      
Debt Instrument      
Principal Amount 117,000,000   200,000,000
Unamortized Debt Discount 0   (1,000,000)
Long-term debt, total 117,000,000   199,000,000
Convertible Debt | 2025 Notes      
Debt Instrument      
Principal Amount 754,000,000   1,289,000,000
Unamortized Debt Discount (3,000,000)   (8,000,000)
Long-term debt, total 751,000,000   1,281,000,000
Convertible Debt | 2026 Notes      
Debt Instrument      
Principal Amount 949,000,000   949,000,000
Unamortized Debt Discount (6,000,000)   (7,000,000)
Long-term debt, total 943,000,000   942,000,000
Convertible Debt | 2027 Notes      
Debt Instrument      
Principal Amount 690,000,000   690,000,000
Unamortized Debt Discount (11,000,000)   (12,000,000)
Long-term debt, total 679,000,000   678,000,000
Convertible Debt | 2028 Notes      
Debt Instrument      
Principal Amount 690,000,000 $ 690,000,000 0
Unamortized Debt Discount (11,000,000)   0
Long-term debt, total 679,000,000   0
Convertible Debt | 2025 Accreting Notes      
Debt Instrument      
Principal Amount 38,000,000   37,000,000
Unamortized Debt Discount 0   0
Long-term debt, total 38,000,000   37,000,000
Revolving Credit Facility      
Debt Instrument      
Long-term debt, total $ 0   $ 0
v3.23.3
Debt and Other Financing - Narrative (Details)
 1 Months Ended 3 Months Ended 9 Months Ended
May 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
day
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Mar. 24, 2021
USD ($)
Debt Instrument                
Long-term debt outstanding   $ 3,207,000,000     $ 3,207,000,000   $ 3,137,000,000  
Gain on debt extinguishment   0   $ 96,000,000 100,000,000 $ 96,000,000    
Long-term debt   3,207,000,000     3,207,000,000   3,137,000,000  
Revolving Credit Facility                
Debt Instrument                
Long-term debt outstanding   0     0   0  
Long-term debt   0     $ 0   0  
Senior Secured Revolving Credit Facility | Revolving Credit Facility                
Debt Instrument                
Debt instrument, term         5 years      
Maximum borrowing capacity               $ 600,000,000
Letters of credit outstanding, amount   76,000,000     $ 76,000,000      
Long-term debt outstanding   0     0      
Long-term debt   $ 0     $ 0      
2025 Accreting Notes                
Debt Instrument                
Effective interest rate, percentage   2.70%     2.70%      
Convertible Debt                
Debt Instrument                
Contractual interest expense   $ 15,000,000   7,000,000 $ 40,000,000 21,000,000    
Debt discount amortization   3,000,000   2,000,000 6,000,000 6,000,000    
Convertible Debt | 2028 Notes                
Debt Instrument                
Long-term debt outstanding   679,000,000     679,000,000   0  
Principal Amount $ 690,000,000 $ 690,000,000     $ 690,000,000   0  
Interest rate, stated percentage 3.50% 3.50%     3.50%      
Effective interest rate, percentage   3.80%     3.80%      
Option included in issuance of notes $ 90,000,000              
Proceeds from issuance of convertible notes, net of issuance costs     $ 591,000,000          
Long-term debt   $ 679,000,000     $ 679,000,000   0  
Debt, fair value   1,000,000,000     1,000,000,000      
Converted value exceeded the principal value         223,000,000      
Convertible Debt | 2025 Accreting Notes                
Debt Instrument                
Long-term debt outstanding   38,000,000     38,000,000   37,000,000  
Principal Amount   $ 38,000,000     $ 38,000,000   37,000,000  
Interest rate, stated percentage   2.50%     2.50%      
Trading days (whether or not consecutively) | day         20      
Trading days (consecutive) | day         30      
Percentage of conversion stock price         276.00%      
Principal amount of Notes         $ 1,000      
Redemption price, percentage of principal amount to be redeemed         100.00%      
Long-term debt   $ 38,000,000     $ 38,000,000   37,000,000  
Debt, fair value   31,000,000     31,000,000      
Converted value exceeded the principal value         $ 0      
Convertible Debt | Non-Accreting Notes                
Debt Instrument                
Trading days (whether or not consecutively) | day         20      
Trading days (consecutive) | day         30      
Percentage of conversion stock price         130.00%      
During number of business day period         5 days      
Consecutive trading day period (after any)         10 days      
Principal amount of Notes         $ 1,000      
Measurement period percentage (less than)         98.00%      
Convertible Debt | Senior Note Due 2024 And 2025                
Debt Instrument                
Long-term debt outstanding     614,000,000          
Repayments of debt     514,000,000          
Gain on debt extinguishment     100,000,000 96,000,000   96,000,000    
Long-term debt     614,000,000          
Convertible Debt | 2024 Notes                
Debt Instrument                
Long-term debt outstanding   117,000,000     $ 117,000,000   199,000,000  
Principal Amount   $ 117,000,000     $ 117,000,000   200,000,000  
Interest rate, stated percentage   1.125%     1.125%      
Effective interest rate, percentage   1.50%     1.50%      
Repurchase of aggregate principal amount     83,000,000 375,000,000   375,000,000    
Long-term debt   $ 117,000,000     $ 117,000,000   199,000,000  
Debt, fair value   115,000,000     115,000,000      
Converted value exceeded the principal value         0      
Convertible Debt | 2025 Notes                
Debt Instrument                
Long-term debt outstanding   751,000,000     751,000,000   1,281,000,000  
Principal Amount   $ 754,000,000     $ 754,000,000   1,289,000,000  
Interest rate, stated percentage   0.625%     0.625%      
Effective interest rate, percentage   0.90%     0.90%      
Repurchase of aggregate principal amount     $ 535,000,000 $ 229,000,000   $ 229,000,000    
Long-term debt   $ 751,000,000     $ 751,000,000   1,281,000,000  
Debt, fair value   650,000,000     650,000,000      
Converted value exceeded the principal value         0      
Convertible Debt | 2026 Notes                
Debt Instrument                
Long-term debt outstanding   943,000,000     943,000,000   942,000,000  
Principal Amount   $ 949,000,000     $ 949,000,000   949,000,000  
Interest rate, stated percentage   1.00%     1.00%      
Effective interest rate, percentage   1.20%     1.20%      
Long-term debt   $ 943,000,000     $ 943,000,000   942,000,000  
Debt, fair value   771,000,000     771,000,000      
Converted value exceeded the principal value         0      
Convertible Debt | 2027 Notes                
Debt Instrument                
Long-term debt outstanding   679,000,000     679,000,000   678,000,000  
Principal Amount   $ 690,000,000     $ 690,000,000   690,000,000  
Interest rate, stated percentage   3.25%     3.25%      
Effective interest rate, percentage   3.60%     3.60%      
Long-term debt   $ 679,000,000     $ 679,000,000   $ 678,000,000  
Debt, fair value   $ 841,000,000     841,000,000      
Converted value exceeded the principal value         $ 0      
Convertible Debt | Indentures                
Debt Instrument                
Default percentage of aggregate principal amount, of notes outstanding (not less than)         25.00%      
v3.23.3
Debt and Other Financing - Convertible Non-Accreting Notes (Details) - Convertible Debt
Sep. 30, 2023
May 31, 2023
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 1.00%  
Annual Effective Interest Rate 1.20%  
2027 Notes    
Debt Instrument    
Annual Coupon Rate 3.25%  
Annual Effective Interest Rate 3.60%  
2028 Notes    
Debt Instrument    
Annual Coupon Rate 3.50% 3.50%
Annual Effective Interest Rate 3.80%  
v3.23.3
Debt and Other Financing - Conversion and Redemption Terms of the Notes (Details) - Convertible Debt
 9 Months Ended
Sep. 30, 2023
$ / 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 0.0067349
Initial conversion price (in dollars per share) $ 417.15
2026 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0023972
Initial conversion price (in dollars per share) $ 148.48
2027 Notes  
Debt Instrument  
Initial Conversion Rate per $1,000 Principal 0.0137931
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 0.157597
Initial conversion price (in dollars per share) $ 72.5
v3.23.3
Debt and Other Financing - Schedule of Initial Terms for Capped Calls (Details) - Convertible Debt - Class A common stock
 9 Months Ended
Sep. 30, 2023
$ / shares
2024 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 219.63
Cap price premium (as percent) 150.00%
2025 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 787.08
Cap price premium (as percent) 150.00%
2026 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 280.15
Cap price premium (as percent) 150.00%
2027 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 97.62
Cap price premium (as percent) 100.00%
2028 Capped Calls  
Debt Instrument  
Initial cap price (in dollars per share) $ 73.28
Cap price premium (as percent) 100.00%
v3.23.3
Commitments and Contingencies (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
Cost of goods sold    
Loss Contingencies [Line Items]    
Loss in period $ 7 $ 7
Selling, operations, technology, general and administrative    
Loss Contingencies [Line Items]    
Loss in period 1 1
Other current liabilities    
Loss Contingencies [Line Items]    
Estimated potential liability $ 10 $ 10
v3.23.3
Stockholders' Deficit (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stock Repurchase Program        
Stock repurchased during period       $ 75,000,000
Class A common stock | 2020 Repurchase Program        
Stock Repurchase Program        
Stock repurchased during period $ 0 $ 0 $ 0 $ 75,000,000
Repurchase of common stock (in shares)       548,173
Class B common stock        
Common stock        
Number of shares converted into Class A shares (in shares)     56,347,119  
v3.23.3
Equity-Based Compensation - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Apr. 30, 2023
Equity based compensation          
Equity-based compensation costs capitalized $ 15 $ 10 $ 45 $ 28  
Restricted stock units          
Equity based compensation          
Intrinsic value of stock vested     411 $ 210  
Aggregate intrinsic value of stock unvested 334   334    
Unrecognized equity-based compensation $ 409   $ 409    
Weighted average remaining vesting term 9 months 18 days        
2023 Plan          
Equity based compensation          
Number of shares available for future grant (in shares) 16,452,692   16,452,692   20,525,663
v3.23.3
Equity-Based Compensation - Summary of Activity Relating to RSU's (Details) - Restricted stock units
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
Shares  
Unvested at the beginning of the period (in shares) | shares 10,170,203
RSU's granted (in shares) | shares 4,815,022
RSUs vested (in shares) | shares (7,585,420)
RSUs forfeited/cancelled (in shares) | shares (1,888,574)
Unvested at the end of the period (in shares) | shares 5,511,231
Weighted-Average Grant Date Fair Value  
Unvested at the beginning of the period (in dollars per share) | $ / shares $ 100.05
RSUs granted (in dollars per share) | $ / shares 45.41
RSUs vested (in dollars per share) | $ / shares 62.84
RSUs forfeited/cancelled (in dollars per share) | $ / shares 108.06
Unvested at the end of the period (in dollars per share) | $ / shares $ 100.75
v3.23.3
Equity-Based Compensation - Classified Equity-Based Compensation (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Equity based compensation        
Equity-based compensation expense $ 139 $ 122 $ 447 $ 355
Cost of goods sold        
Equity based compensation        
Equity-based compensation expense 2 3 7 8
Customer service and merchant fees        
Equity based compensation        
Equity-based compensation expense 6 8 22 24
Selling, operations, technology, general and administrative        
Equity based compensation        
Equity-based compensation expense $ 131 $ 111 $ 418 $ 323
v3.23.3
Income Taxes (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
Unrecognized tax benefits $ 0 $ 0
v3.23.3
Loss per Share - Calculation of Basic and Diluted (Loss ) Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Numerator:        
Numerator for basic and diluted loss per share - net loss $ (163) $ (283) $ (564) $ (980)
Denominator:        
Denominator for basic loss per share - weighted-average number of shares of common stock outstanding (in shares) 116 106 113 106
Denominator for diluted loss per share - weighted-average number of shares of common stock outstanding (in shares) 116 106 113 106
Loss per share:        
Basic (in dollars per share) $ (1.40) $ (2.66) $ (4.99) $ (9.28)
Diluted (in dollars per shares) $ (1.40) $ (2.66) $ (4.99) $ (9.28)
v3.23.3
Loss per Share - Antidilutive Securities (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
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) 42 34 42 34
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) 6 8 6 8
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) 36 26 36 26
v3.23.3
Segment and Geographic Information - Net Revenues and Adjusted EBITDA (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information          
Total net revenue $ 2,944   $ 2,840 $ 8,889 $ 9,117
Adjusted EBITDA 100   (124) 214 (345)
Less: reconciling items (263)   (159) (778) (635)
Net loss (163)   (283) (564) (980)
Depreciation and amortization 106   94 312 270
Equity-based compensation and related taxes 146   123 464 368
Interest expense, net 5   5 15 19
Other expense, net 4   1 2 0
Provision for income taxes, net 2   1 6 3
Impairment and other related net charges 0   0 14 40
Restructuring charges 0   31 65 31
Gain on debt extinguishment 0   (96) (100) (96)
Total reconciling items 263   159 778 635
Senior Note Due 2024 And 2025 | Convertible Debt          
Segment Reporting Information          
Gain on debt extinguishment   $ (100) (96)   (96)
2024 Notes | Convertible Debt          
Segment Reporting Information          
Repurchase of aggregate principal amount   83 375   375
2025 Notes | Convertible Debt          
Segment Reporting Information          
Repurchase of aggregate principal amount   $ 535 229   229
Customer Service Centers          
Segment Reporting Information          
Tangible asset impairment charges       5  
Construction in progress          
Segment Reporting Information          
Tangible asset impairment charges       9  
U.S.          
Segment Reporting Information          
Total net revenue 2,572   2,440 7,772 7,778
Adjusted EBITDA 123   (51) 313 (109)
International          
Segment Reporting Information          
Total net revenue 372   400 1,117 1,339
Adjusted EBITDA $ (23)   $ (73) $ (99) $ (236)