Wayfair Inc. 10-K

Item 8. Financial Statements and Supplementary Data WAYFAIR INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 56 Consolidated Balance Sheets 58 Consolidated Statements of Operations 59 Consolidated Statements of Comprehensive Loss 60 Consolidated Statement of Stockholders' Deficit 61 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 64 55 T a ble of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Wayfair Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Wayfair Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 56 T a ble of Contents Completeness of Sales Return Reserves Description of the Matter As described in Note 1 and Note 2 to the consolidated financial statements, the Company had sales return reserves of $45 million, which were recorded as a reduction to net revenue for the year ended December 31, 2023. Auditing the Company's measurement of sales return reserves on product revenue under its contracts with customers was especially challenging because the calculation involves subjective management assumptions about products delivered as of the balance sheet date that could be subject to return in future periods under the Company's returns policy. Management bases the sales returns estimate on prior returns history, recent trends, and projections for returns on sales in the current period. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's sales return reserve process. For example, we tested controls over management's assessment of the assumptions about expected returns as of the balance sheet date. To test the Company’s reserves for returns on product revenue, our audit procedures included, among others, testing the accuracy and completeness of the underlying data used in the calculations and evaluating the significant assumptions used by management to estimate its reserves. To test management’s significant assumptions, we performed procedures which included (1) agreeing revenues used in the analysis to the Company’s general ledger, (2) examining sales return levels for the 12 months before year end and the period subsequent to year end for unusual items or trends not consistent with the Company’s historical analysis of product returns, and (3) testing the historical accuracy of the Company’s estimates of returns on product revenue recorded in prior periods by comparing the reserve to returns actually processed. We also compared the Company’s projections of future sales returns as of the balance sheet date with actual returns made subsequent to year end. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2012. Boston, Massachusetts February 22, 2024 57 T a ble of Contents WAYFAIR INC. CONSOLIDATED BALANCE SHEETS December 31, 2023 2022 (in millions, except share and per share data) Assets: Current assets Cash and cash equivalents $ 1,322 $ 1,050 Short-term investments 29 228 Accounts receivable, net 140 272 Inventories 75 90 Prepaid expenses and other current assets 289 293 Total current assets 1,855 1,933 Operating lease right-of-use assets 820 839 Property and equipment, net 748 774 Other non-current assets 51 34 Total assets $ 3,474 $ 3,580 Liabilities and Stockholders' Deficit: Current liabilities Accounts payable $ 1,234 $ 1,204 Other current liabilities 949 868 Total current liabilities 2,183 2,072 Long-term debt 3,092 3,137 Operating lease liabilities, net of current 862 893 Other non-current liabilities 44 28 Total liabilities 6,181 6,130 Commitments and contingencies (Note 7) Stockholders’ deficit: Convertible preferred stock, $ 0.001 par value per share: 10,000,000 shares authorized and none issued at December 31, 2023 and December 31, 2022 — — Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 92,457,562 and 82,903,862 shares issued and outstanding at December 31, 2023 and December 31, 2022 — — Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 25,691,295 and 25,691,397 shares issued and outstanding at December 31, 2023 and December 31, 2022 — — Additional paid-in capital 1,316 737 Accumulated deficit ( 4,018 ) ( 3,280 ) Accumulated other comprehensive loss ( 5 ) ( 7 ) Total stockholders' deficit ( 2,707 ) ( 2,550 ) Total liabilities and stockholders' deficit $ 3,474 $ 3,580 See notes to consolidated financial statements. 58 T a ble of Contents WAYFAIR INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2023 2022 2021 (in millions, except per share data) Net revenue $ 12,003 $ 12,218 $ 13,708 Cost of goods sold 8,336 8,802 9,813 Gross profit 3,667 3,416 3,895 Operating expenses: Customer service and merchant fees 557 632 584 Advertising 1,397 1,473 1,378 Selling, operations, technology, general and administrative 2,447 2,625 2,015 Impairment and other related net charges 14 39 12 Restructuring charges 65 31 — Total operating expenses 4,480 4,800 3,989 Loss from operations ( 813 ) ( 1,384 ) ( 94 ) Interest expense, net ( 17 ) ( 27 ) ( 32 ) Other income (expense), net 1 ( 4 ) ( 4 ) Gain on debt extinguishment 100 96 — Loss before income taxes ( 729 ) ( 1,319 ) ( 130 ) Provision for income taxes, net 9 12 1 Net loss $ ( 738 ) $ ( 1,331 ) $ ( 131 ) Loss per share: Basic $ ( 6.47 ) $ ( 12.54 ) $ ( 1.26 ) Diluted $ ( 6.47 ) $ ( 12.54 ) $ ( 1.26 ) Weighted-average number of shares of common stock outstanding used in computing per share amounts: Basic 114 106 104 Diluted 114 106 104 See notes to consolidated financial statements. 59 T a ble of Contents WAYFAIR INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Year Ended December 31, 2023 2022 2021 (in millions) Net loss $ ( 738 ) $ ( 1,331 ) $ ( 131 ) Other comprehensive income (loss): Foreign currency translation adjustments 1 1 ( 2 ) Net unrealized gain (loss) on available-for-sale investments 1 ( 1 ) — Comprehensive loss $ ( 736 ) $ ( 1,331 ) $ ( 133 ) See notes to consolidated financial statements. 60 T a ble of Contents WAYFAIR INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT Class A and Class B Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Deficit (in millions) Balance at December 31, 2020 100 $ — $ 699 $ ( 1,886 ) $ ( 5 ) $ ( 1,192 ) Net loss — — — ( 131 ) — ( 131 ) Other comprehensive loss — — — — ( 2 ) ( 2 ) Issuance of common stock upon vesting of RSUs 2 — — — — — Equity-based compensation — — 372 — — 372 Repurchase of common stock ( 1 ) — ( 300 ) — — ( 300 ) Shares issued upon conversion of convertible notes 4 — 265 — — 265 Cumulative effect of adopting new convertible debt standard — — ( 699 ) 68 — ( 631 ) Balance at December 31, 2021 105 — 337 ( 1,949 ) ( 7 ) ( 1,619 ) Net loss — — — ( 1,331 ) — ( 1,331 ) Issuance of common stock upon vesting of RSUs 5 — — — — — Equity-based compensation — — 555 — — 555 Repurchase of common stock ( 1 ) — ( 75 ) — — ( 75 ) Premiums paid for capped calls — — ( 80 ) — — ( 80 ) Balance at December 31, 2022 109 — 737 ( 3,280 ) ( 7 ) ( 2,550 ) Net loss — — — ( 738 ) — ( 738 ) Other comprehensive income — — — — 2 2 Issuance of common stock upon vesting of RSUs 9 — — — — — Equity-based compensation — — 666 — — 666 Premiums paid for capped calls — — ( 87 ) — — ( 87 ) Balance at December 31, 2023 118 $ — $ 1,316 $ ( 4,018 ) $ ( 5 ) $ ( 2,707 ) See notes to consolidated financial statements. 61 T a ble of Contents WAYFAIR INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2022 2021 (in millions) Cash flows from (for) operating activities: Net loss $ ( 738 ) $ ( 1,331 ) $ ( 131 ) Adjustments to reconcile net loss to net cash provided by (used) in operating activities: Depreciation and amortization 417 371 322 Equity-based compensation expense 605 513 344 Amortization of discount and issuance costs on convertible notes 8 8 7 Impairment and other related net charges 14 39 12 Gain on debt extinguishment ( 100 ) ( 96 ) — Other non-cash adjustments ( 3 ) 41 6 Changes in operating assets and liabilities: Accounts receivable, net 132 ( 48 ) ( 118 ) Inventories 16 ( 21 ) ( 17 ) Prepaid expenses and other assets 16 27 ( 28 ) Accounts payable and other liabilities ( 18 ) ( 177 ) 13 Net cash provided by (used in) operating activities 349 ( 674 ) 410 Cash flows (for) from investing activities: Purchase of short- and long-term investments ( 36 ) ( 430 ) ( 989 ) Sale and maturities of short- and long-term investments 233 889 749 Purchase of property and equipment ( 148 ) ( 186 ) ( 101 ) Site and software development costs ( 203 ) ( 272 ) ( 179 ) Other investing activities, net 2 — 5 Net cash (used in) provided by investing activities ( 152 ) 1 ( 515 ) Cash flows from (for) financing activities: Repurchase of common stock — ( 75 ) ( 300 ) 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 — ( 3 ) — Payments to extinguish convertible debt ( 514 ) ( 504 ) — Other financing activities, net — — ( 3 ) Net cash provided by (used in) financing activities 77 16 ( 303 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 2 1 ( 16 ) Net increase (decrease) in cash, cash equivalents and restricted cash 276 ( 656 ) ( 424 ) Cash, cash equivalents and restricted cash Beginning of year $ 1,050 $ 1,706 $ 2,130 End of year $ 1,326 $ 1,050 $ 1,706 See notes to consolidated financial statements 62 T a ble of Contents WAYFAIR INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2022 2021 (in millions) Supplemental cash flow information: Cash paid for interest on long-term debt $ 53 $ 27 $ 27 Non-cash impact to equity upon conversion of convertible notes, net of taxes $ — $ — $ 265 Purchase of property and equipment included in accounts payable and other liabilities $ 19 $ ( 6 ) $ 41 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Cash and cash equivalents $ 1,322 $ 1,050 $ 1,706 Restricted cash included within prepaid expenses and other current assets 4 — — Total cash, cash equivalents and restricted cash $ 1,326 $ 1,050 $ 1,706 See notes to consolidated financial statements. 63 T a ble of Contents Wayfair Inc. Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Description of Business and Basis of Presentation Wayfair Inc. is one of the world's largest online destinations for the home. Through its e-commerce business model, Wayfair offers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over 30 million products from over 20 thousand suppliers. These financial statements consolidate the operations and accounts 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. All intercompany accounts and transactions have been eliminated. Use of Estimates The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities, at the date of and during the reported period of the consolidated financial statements. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Wayfair considers all highly liquid investments purchased with an original maturity (at the date of purchase) of three months or less to be the equivalent of cash. Cash equivalents, which consist primarily of money market accounts and certificates of deposits with original maturities of three months or less, are carried at cost, which approximates fair value. Wayfair’s restricted cash is primarily restricted to funds held in collateral, which is recorded within prepaid expenses and other current assets on the consolidated balance sheets. Investments Wayfair classifies investments in certificates of deposits and marketable securities with original maturities of greater than three months as short-term investments on the consolidated balance sheets. Short-term investments mature in less than twelve months from the balance sheet date. The cost basis of an investment sold is determined using the specific identification method. To the extent the amortized cost basis of the available-for-sale debt securities exceeds the fair value, management assesses the debt securities for credit loss. However, management considers the risk of credit loss to be minimized by Wayfair’s policy of investing in financial instruments issued by highly-rated financial institutions. When assessing the risk of credit loss, management considers factors such as the severity and the reason for the decline in value (i.e., any changes to the rating of the security by a rating agency or other adverse conditions specifically related to the security) and management’s intended holding period and time horizon for selling. From time to time, Wayfair may enter into equity investments that align with organizational strategies and growth initiatives. Equity investments in companies for which the Company does not have the ability to exercise significant influence are accounted for as equity securities. These are measured at fair value and classified as other non-current assets within the consolidated balance sheets with observable changes recorded within other income or expense, net on the consolidated statements of operations. Equity Method Investments Wayfair accounts for investments using the equity method of accounting when the Company has the ability to exercise significant influence, but not controlling financial interest over an investee. The equity method investments are classified as other non-current assets within the consolidated balance sheets and the proportional share of income or loss is recorded within other income or expense, net on the consolidated statements of operations. Equity method investments are reviewed for indicators of impairment on a quarterly basis. An equity method investment is written down to the estimated fair value if there is evidence of a loss in value which is other-than-temporary. 64 T a ble of Contents Concentrations of Credit Risk Financial instruments that subject Wayfair to credit risk consist of cash, cash equivalents, and restricted cash, short-term investments and accounts receivable. The risk for cash, cash equivalents and restricted cash is minimized by Wayfair's policy to maintain these balances with major financial institutions of high-credit quality. At times, cash balances may exceed federally insured limits; however, to date, Wayfair has not incurred any losses on these balances. As of December 31, 2023 and 2022, Wayfair had $ 111 million and $ 122 million, respectively, in bank deposits located outside of the United States (“U.S.”). The risk for short-term investments is minimized by Wayfair's policy of investing in financial instruments issued by highly-rated financial institutions. Accounts Receivable, Net Accounts receivable are stated net of the allowance for credit losses, which are recorded based on historical losses as well as management's expectation of future collections. Uncollectible amounts are written off against the allowance after all collection efforts have been exhausted. Wayfair's exposure to credit loss is minimized through customer risk assessments performed prior to customer checkout and Wayfair's policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. Further, management believes credit risk is mitigated since approximately 99.4 % of the net revenue recognized for the year ended December 31, 2023 was collected in advance of recognition. Inventories Inventories consisting of finished goods are stated at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method, and consist of product for resale. Inventory costs consist of cost of product and inbound shipping and handling costs. Inventory costs also include direct and indirect labor costs, rent and depreciation expense associated with Wayfair's fulfillment centers. Inventory valuation requires Wayfair to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, liquidations and expected recoverable values of each disposition category. Deferred Costs In-Transit Deferred costs in-transit to customers are recorded in prepaid expenses and other current assets. Property and Equipment, Net Property and equipment are stated at cost, net of depreciation. Expenditures for maintenance and repairs are charged to expense as incurred, whereas betterments are capitalized as additions to property and equipment. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets as follows: Class Range of Life (In Years) Furniture and computer equipment 3 to 7 Site and software development costs 2 Leasehold improvements The lesser of useful life or lease term Site and Software Development Costs Wayfair capitalizes certain costs associated with the development of its sites and internal-use software products after the preliminary project stage is complete and until the site enhancements or software is ready for its intended use. Upgrades and enhancements are capitalized if they will result in added functionality. Capitalized costs are amortized over a two-year period. Costs incurred in the preliminary stages of development, after the software is ready for its intended use and for maintenance of internal-use software are expensed as incurred. Long-Lived Assets Wayfair reviews long-lived assets for impairment whenever events or changes in circumstances, such as service discontinuance or technological obsolescence, indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, Wayfair compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If the comparison indicates that an impairment exists, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset. 65 T a ble of Contents Leases Wayfair generally leases office, retail and warehouse facilities under non cancellable agreements. Upon each agreement's commencement date, Wayfair determines if the agreement is part of an arrangement that is or that contains a lease, the lease classification and recognizes the right-of-use (“ROU”) assets and lease liabilities for all leases with the exception of leases with terms of 12 months or less. Wayfair has arrangements with lease and non-lease components, and accounts for lease and non-lease components as a single lease component for corporate headquarters offices and field offices. All other lease arrangements for lease and non-lease components are accounted for separately. Operating lease ROU assets are classified in operating lease right-of-use assets within the consolidated balance sheets. Operating lease liabilities are classified as other current liabilities and operating lease liabilities based on when lease payments are due. As of December 31, 2023 and 2022 Wayfair did no t have any material finance lease arrangements. Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term at the lease commencement date. As most of the leases do not provide an implicit rate, Wayfair uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The determination of the IBR requires judgment and is primarily based on publicly available information for companies within the same industry and with similar credit profiles. Wayfair adjusts the rate for the impact of collateralization, the lease term and other specific terms included in each lease arrangement. The IBR is determined at lease commencement and is subsequently reassessed as necessary upon a modification to the lease arrangement. The ROU asset also includes any lease payments made prior to the commencement date and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease terms may include options to extend or terminate the lease when it is reasonably certain that Wayfair will exercise that option. Contingent Liabilities Certain contingent liabilities that arise in the ordinary course of business activities are accrued for as loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. After applying judgement, Wayfair does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the range of such reasonably possible losses is disclosed. Foreign Currency Translation These financial statements are consolidated and presented in the U.S. dollar. Subsidiaries with non-U.S. dollar functional currencies are translated to the U.S. dollar using year-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transaction occurred. Translation adjustments arising from the use of differing exchange rates from period to period are included in other comprehensive income or loss below net income or loss and accumulated other comprehensive income or loss within total stockholders’ deficit. Transaction gains and losses are included in other income or expense, net, which is reflected in net income or loss. Revenue Recognition Wayfair generates net revenue primarily through product sales on its family of sites. Wayfair recognizes net revenue on product sales through Wayfair's family of sites using the gross method when Wayfair has concluded it controls the product before it is transferred to the customer. Wayfair controls products as it is the entity responsible for fulfilling the promise to the customer and takes responsibility for the acceptability of the goods, assumes inventory risk from shipment through the delivery date, has discretion in establishing prices and selects the suppliers of products sold. Wayfair recognizes net revenue from sales of its products upon delivery to the customer. As Wayfair ships a large volume of packages through multiple carriers, actual delivery dates may not always be available and as such Wayfair estimates delivery dates based on historical data. Net revenue from product sales includes shipping costs charged to the customer and is recorded net of taxes collected from customers, which are recorded in other current liabilities and are remitted to governmental authorities. Cash discounts and rebates earned by customers at the time of purchase and estimates for sales return allowances are recorded as a deduction to net revenue. Allowances for sales returns are estimated and recorded based on prior returns history, recent trends and projections for returns on 66 T a ble of Contents sales in the current period. These estimates are based on historical rates of customer returns and allowances as well as the specific identification of outstanding returns that have not yet been received by Wayfair. Wayfair maintains a membership rewards program for customer purchases made with the Credit Card Program. In exchange for providing intellectual property as part of the Credit Card Program, Wayfair records net revenue based on spending activity and the profitability of the card portfolio. Spending activity of the underlying accounts represents customer purchases used with their respective cards, and the profitability of the card portfolio is based on the financial performance of the underlying credit portfolio. 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 revenue and cash flows are affected by economic factors. Refer to Note 13, Segment and Geographic Information , for additional detail. Wayfair primarily has three types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are initially recorded in unearned revenue within other current liabilities, and are recognized as net revenue when the products are delivered, (ii) unredeemed gift cards and site credits, which are initially recorded in unearned revenue within other current liabilities, and are recognized in the period they are redeemed, and (iii) membership rewards redeemable for future purchases, which are earned by customers on purchases made through the Credit Card Program, and are initially recorded in other current liabilities, and recognized as net revenue when redeemed. The portion of gift cards and store credits not expected to be redeemed are recognized as net revenue based on a pattern of historical redemptions, which are substantially within twenty-four months from the date of issuance. Cost of Goods Sold Costs of goods sold consists of: Product Costs: Wayfair capitalizes into inventory the price paid to suppliers for products purchased by Wayfair, direct and indirect labor costs, rent, depreciation and inbound shipping and handling costs. Product costs are offset by rebates Wayfair earns through allowances and supplier incentive programs. Wayfair earns rebates when goods are shipped, and amounts earned and due from suppliers under these rebate programs are included in other current assets and are reflected as a reduction of cost of goods sold. Wayfair receives vendor allowances or discounts from certain vendors. These vendor allowances reduce the carrying cost of the inventory and related cost of goods sold when the inventory is sold. Product costs are also offset by media and merchandising offerings provided to suppliers, which are not considered distinct from the purchase of goods from those suppliers. Shipping and Fulfillment Costs: Shipping costs include outbound shipping costs, including associated applicable customs duties. Fulfillment costs include costs incurred to operate and staff the fulfillment centers and provide other inbound supply chain services such as ocean freight and drayage. Costs to operate and staff the CastleGate and Wayfair Delivery Network (“WDN”) include rent and depreciation expenses associated with various facilities, costs to receive, inspect, pick, package and prepare customer orders for delivery, and direct and indirect labor costs including compensation, compensation-related benefits and equity-based compensation. Shipping and fulfillment costs are offset by fees earned by providing logistic services to suppliers including order fulfillment, warehousing and inbound supply chain services such as ocean freight and drayage through Wayfair's CastleGate business. Fulfillment fees are earned upon completion of preparing customer orders for shipment, warehousing fees are earned upon completion of each storage date and inbound supply chain services are earned on a straight-line basis as the shipments move from origin to destination. Shipping and fulfillment costs were $ 1.9 billion, $ 2.2 billion and $ 2.1 billion, for the years ended December 31, 2023, 2022 and 2021. Customer Service and Merchant Fees Customer service and merchant fees consist of labor-related costs, including compensation, compensation-related benefits and equity-based compensation of employees involved in customer service activities, merchant processing fees associated with customer payments made by credit cards and debit cards and other variable fees. Merchant processing fees totaled $ 256 million, $ 258 million and $ 275 million in the years ended December 31, 2023, 2022 and 2021. Advertising Advertising consists of direct response performance marketing costs, such as display advertising, paid search advertising, social media advertising, search engine optimization, comparison shopping engine advertising, television advertising, direct mail, catalog and print advertising. Costs for advertising are expensed as incurred. Prepayments for advertising that has not been incurred are included in prepaid expenses and other current assets, and advertising costs that have been incurred but not paid are included in other current liabilities. 67 T a ble of Contents Selling, Operations, Technology, General and Administrative Selling, operations, technology, general and administrative expenses primarily include labor-related costs, including equity-based compensation, of the operations group, which includes the supply chain and logistics team, the technology team that builds and supports sites, category managers, buyers, site merchandisers, merchants, marketers and the team who executes the advertising strategy and the corporate general and administrative team, which includes human resources, finance and accounting personnel. Also included are administrative and professional service fees which include audit and legal fees, insurance, depreciation, rent and other corporate expenses. Equity-Based Compensation Wayfair recognizes its equity-based payments to employees and non-employees as gross expense over the service period based on their grant date fair values with actual forfeitures recognized as they occur. Wayfair has restricted common stock and restricted stock units. Restricted stock values are determined based on the quoted market price of Wayfair’s Class A common stock on the date of grant. Income Tax Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Wayfair records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. Wayfair determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. Wayfair evaluates at the end of each reporting period whether some or all of the undistributed earnings of foreign subsidiaries are permanently reinvested. The position is based upon several factors including management's evaluation of Wayfair and its subsidiaries' financial requirements, the short- and long-term operational and fiscal objectives of Wayfair and the tax consequences associated with the repatriation of earnings. Earnings or 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 are 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 share per Class A and Class B shares are equivalent. 68 T a ble of Contents Recently Issued Accounting Pronouncements Segment Reporting In November 2023, the FASB issued 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 statements and related disclosures. 2. Supplemental Financial Statement Disclosures Accounts Receivable, Net As of December 31, 2023, accounts receivable was $ 140 million, net of allowance for credit losses of $ 22 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 year ended December 31, 2023. Management believes credit risk is mitigated for the year ended December 31, 2023, as approximately 99.4 % of the net revenue recognized was collected in advance of recognition. Prepaid Expenses and Other Current Assets The following table presents the components of prepaid expenses and other current assets as of December 31, 2023 and 2022: December 31, 2023 2022 (in millions) Prepaid expenses and other current assets: Deferred costs in transit $ 79 $ 96 Prepaid expenses 81 95 Supplier receivables and credits receivable 90 69 Restricted cash 4 — Other current assets 35 33 Total prepaid expenses and other current assets $ 289 $ 293 69 T a ble of Contents Other Non-current Assets The following table presents the components of other non-current assets as of December 31, 2023 and 2022: December 31, 2023 2022 (in millions) Other non-current assets: Goodwill and intangible assets, net $ 14 $ 15 Long-term investments 14 11 Other non-current assets 23 8 Total other non-current assets $ 51 $ 34 Amortization expense related to intangible assets was $ 1 million for the years ended December 31, 2023, 2022 and 2021. Goodwill was $ 0.4 million for the years ended December 31, 2023 and 2022. For the years ended December 31, 2023, 2022 and 2021, no indicators of impairment of goodwill or intangible assets were identified and therefore no impairment has been recorded. Other Current Liabilities The following table presents the components of other current liabilities as of December 31, 2023 and 2022: December 31, 2023 2022 (in millions) Other current liabilities: Unearned revenue $ 195 $ 214 Employee compensation and related benefits 80 102 Current operating lease liabilities (Note 5) 133 125 Advertising 92 98 Sales tax payable 65 62 Sales return allowance 45 52 Short-term debt (Note 6) 117 — Other accrued expenses and current liabilities 222 215 Total other current liabilities $ 949 $ 868 Contract Liabilities Contract liabilities included in unearned revenue and other accrued expenses and current liabilities were $ 195 million and $ 9 million at December 31, 2023, respectively, and $ 214 million and $ 10 million at December 31, 2022, respectively. During the year ended December 31, 2023, Wayfair recognized $ 153 million and $ 7 million of net revenue that was included in unearned revenue and other accrued expenses and current liabilities, respectively, 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 13, Segment and Geographic Information, for additional information. 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 year ended December 31, 2023, Wayfair incurred $ 65 million of charges recorded within restructuring charges on the 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. 70 T a ble of Contents In January 2024, Wayfair announced a workforce realignment plan, including a workforce reduction involving approximately 1,650 employees. As a result, Wayfair expects to incur between approximately $ 70 million and $ 80 million of costs, consisting primarily of employee severance and benefit costs, most of which are expected to be incurred in the first quarter of 2024. 3. Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements Investments As of December 31, 2023 and 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 years ended December 31, 2023, 2022 and 2021, Wayfair did not have any realized gains or losses. During the years ended December 31, 2023, 2022 and 2021, Wayfair recorded interest income, including interest earned from cash and cash equivalents and marketable securities, of $ 47 million, $ 13 million and $ 5 million, respectively. During the years ended December 31, 2023, 2022 and 2021, Wayfair did not recognize any credit losses related to its available-for-sale debt securities. As of December 31, 2023 and 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 as of December 31, 2023 and 2022: December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in millions) Short-term: Investment securities $ 29 $ — $ — $ 29 Total $ 29 $ — $ — $ 29 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 71 T a ble of Contents 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 December 31, 2023 and 2022: 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. December 31, 2022 Level 1 Level 2 Level 3 Total (in millions) Cash and cash equivalents: Cash $ 430 $ — $ — $ 430 Cash equivalents 620 — — 620 Total cash and cash equivalents 1,050 — — 1,050 Short-term investments: Investment securities — 228 — 228 Total $ 1,050 $ 228 $ — $ 1,278 4. Property and Equipment, net The following table summarizes property and equipment, net as of December 31, 2023 and 2022: December 31, 2023 2022 (in millions) Furniture and computer equipment $ 631 $ 593 Site and software development costs 960 829 Leasehold improvements 570 544 Construction in progress 70 36 2,231 2,002 Less: Accumulated depreciation and amortization ( 1,483 ) ( 1,228 ) Property and equipment, net $ 748 $ 774 For the years ended December 31, 2023, 2022, and 2021, depreciation and amortization expense was $ 416 million, $ 370 million and $ 322 million, respectively, of which $ 279 million, $ 224 million and $ 171 million, respectively, was attributable to the 72 T a ble of Contents amortization expense of site and software development costs. Total costs capitalized of site and software development costs, net of accumulated amortization, totaled $ 265 million and $ 283 million as of December 31, 2023 and 2022, respectively. Impairment and other related net charges During the year ended December 31, 2023, Wayfair recorded charges of $ 9 million related to construction in progress assets at identified U.S. locations. During the year ended December 31, 2022, Wayfair recorded charges of $ 15 million for the non-cash impairment of fixed assets. This is inclusive of $ 7 million, related to an impairment of a U.S. office location due to current sublease market conditions and $ 8 million for other non-cash impairment charges, related to construction in progress assets at an International warehouse. During the year ended December 31, 2021, in connection with the consolidation of certain customer service centers in identified U.S. locations, Wayfair recorded charges of $ 5 million for the non-cash impairment of fixed assets. For further information, refer to Note 5 , Leases . 5. Leases Wayfair has lease arrangements for warehouses, WDN facilities, which includes consolidation centers, cross docks and last mile delivery facilities and office spaces. These leases expire at various dates through 2044. Operating lease expense was $ 190 million, $ 180 million and $ 160 million for the years ended December 31, 2023, 2022 and 2021, respectively. Sublease income was $ 2 million, $ 14 million, and $ 17 million for the years ended December 31, 2023, 2022 and 2021, respectively. The following table presents other information related to leases: Year Ended December 31, 2023 2022 (in millions) Supplemental cash flow information: Cash payments included in operating cash flows from lease arrangements $ 195 $ 189 Right-of-use assets obtained in exchange for lease obligations $ 100 $ 170 Right-of-use asset amortization $ 130 $ 115 December 31, 2023 December 31, 2022 Additional lease information: Weighted average remaining lease term 7 years 8 years Weighted average discount rate 7.5 % 6.8 % Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows: Amount (in millions) 2024 $ 205 2025 217 2026 200 2027 173 2028 122 Thereafter 414 Total future minimum lease payments 1,331 Less: Imputed interest ( 336 ) Total $ 995 73 T a ble of Contents The following table presents total operating leases liabilities: December 31, 2023 2022 (in millions) Balance sheet line item: Other current liabilities $ 133 $ 125 Operating lease liabilities, net of current 862 893 Total operating leases liabilities $ 995 $ 1,018 As of December 31, 2023, Wayfair has entered into $ 144 million of additional operating leases, primarily related to warehouse and retail leases that have not yet commenced. As there is no control of the underlying assets during the construction period, Wayfair is not considered the owner of the construction project for accounting purposes. These operating leases will commence during 2024 through 2028 with lease terms of 1 to 12 years. Impairment and other related net charges During the year ended December 31, 2023, Wayfair recorded charges of $ 5 million related to the consolidation of certain customer service centers in identified U.S. locations. During the year ended December 31, 2022, Wayfair recorded net charges of $ 23 million of lease impairment and other related net charges primarily related to changes in market conditions around future sublease income for one of our office locations in the U.S. During the year ended December 31, 2021, in connection with the consolidation of certain customer service centers in identified U.S. locations, Wayfair recorded charges of $ 6 million related to the impairment of ROU assets. For further information, refer to Note 4, Property and Equipment, net . 6. Debt and Other Financing The following table presents the outstanding principal amount and carrying value of debt and other financing: December 31, 2023 December 31, 2022 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 $ 200 $ ( 1 ) 199 2025 Notes 754 ( 3 ) 751 1,289 ( 8 ) 1,281 2026 Notes 949 ( 5 ) 944 949 ( 7 ) 942 2027 Notes 690 ( 10 ) 680 690 ( 12 ) 678 2028 Notes 690 ( 11 ) 679 — — — 2025 Accreting Notes 38 — 38 37 — 37 Total Debt $ 3,209 $ 3,137 Short-term debt (1) 117 — Long-term debt $ 3,092 $ 3,137 (1) Short-term debt consists of the 2024 Notes and is presented within other current liabilities in the consolidated balance sheets. 74 T a ble of Contents Revolving Credit Facility On March 24, 2021, Wayfair and certain of its subsidiaries (together, the “Guarantors”), and Wayfair’s wholly-owned subsidiary Wayfair LLC, as borrower (the “Borrower”), entered into a new credit agreement (the “Credit Agreement”) with the lending institutions from time-to-time parties thereto and Citibank, N.A., in its capacity as administrative agent, collateral agent, swingline lender and a letter of credit issuer. The Credit Agreement provides for a $ 600 million senior secured revolving credit facility that matures on March 24, 2026 (the “Revolver”). Debt issuance costs for the Revolver are included in other non-current assets and are amortized to interest expense over the Revolver’s term. As of December 31, 2023, there were no revolving loans outstanding under the Revolver. Under the Credit Agreement, the Borrower may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver. Wayfair had approximately $ 76 million outstanding letters of credit as of December 31, 2023, primarily as security for lease agreements, which reduced the availability of credit under the Revolver. Any amounts outstanding under the Revolver are due at maturity. In addition, subject to the terms and conditions set forth in the Credit Agreement, the Borrower is required to make certain mandatory prepayments prior to maturity. The proceeds of the Revolver may be used to finance working capital, to refinance existing indebtedness and to provide funds for permitted acquisitions, repurchases of equity interests and other general corporate purposes. The Borrower’s obligations under the Revolver are guaranteed by the Guarantors. The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of Wayfair’s domestic subsidiaries and 65 % of the capital stock of Wayfair’s first-tier foreign subsidiaries. On October 11, 2021, the parties amended the Credit Agreement (“Amendment No. 1”) to reflect technical and administrative changes related to the phaseout of LIBOR and the implementation of SONIA with respect to loans denominated in Pounds Sterling. Following Amendment No. 1, the Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) the LIBOR rate, (ii) the base rate (which is the highest of (x) the prime rate, (y) one-half of 1.00 % in excess of the federal funds effective rate and (z) 1.00 % in excess of the one-month LIBOR rate) or (iii) with respect to loans denominated in Pounds Sterling, the RFR rate (which is the greater of (x) the SONIA rate and (y) 0.00 %), plus, in each case an applicable margin. On June 13, 2023, the parties amended the Credit Agreement (“Amendment No. 2”) to reflect the phaseout of USD LIBOR and the implementation of Adjusted Term SOFR. Following Amendment No. 2, the Revolver borrowings bear interest through maturity at a variable rate based upon, at the Borrower’s option, (i) Adjusted Term SOFR, (ii) the base rate (which is the highest of (x) the prime rate, (y) the NYFRB Rate in effect plus one-half of 1.00 % and (z) Adjusted Term SOFR for a one-month interest period plus 1.00 %), or (iii) with respect to loans denominated in an Alternative Currency (other than Pounds Sterling), the Adjusted Eurocurrency Rate (which is equal to (x) the Eurocurrency Rate for such interest period multiplied by (y) the Statutory Reserve Rate). As of December 31, 2023, the applicable margin for Adjusted Term SOFR or Eurocurrency loans is 1.25 % per annum, the applicable margin for base rate loans is 0.25 % per annum and the applicable margin for RFR loans is 1.2826 % per annum. The applicable margin is subject to specified changes depending on Wayfair’s Consolidated Senior Secured Debt to Consolidated EBITDA Ratio, as defined in the Credit Agreement. The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict the ability of the Borrower and the Guarantors, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, or change the nature of their businesses. The Revolver also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness and judgment default. In addition, the Credit Agreement requires Wayfair to maintain a Consolidated Senior Secured Debt to Consolidated EBITDA Ratio (as defined in the Credit Agreement) of 4.0 to 1.0, subject to a 0.5 step-up following certain permitted acquisitions. Wayfair does not expect any of these restrictions to affect or limit the ability to conduct business in the ordinary course. As of December 31, 2023, Wayfair was in compliance with all covenants. 75 T a ble of Contents 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 In November 2018, Wayfair issued $ 575.0 million in aggregate principal amount of 1.125 % Convertible Senior Notes due 2024 (the “2024 Notes”), which included the exercise in full of a $ 75.0 million option granted to the initial purchasers. In connection with the 2024 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2024 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2024 Notes (the “2024 Capped Calls”). In September 2022, in connection with the issuance of the 2027 Notes, as defined below, Wayfair repurchased for cash approximately $ 375 million aggregate principal amount of the 2024 Notes. In May 2023, in connection with the issuance of the 2028 Notes, as defined below, Wayfair repurchased for cash approximately $ 83 million aggregate principal amount of the 2024 Notes. For more information, see “Extinguishment and Conversions of Notes” below. In August 2020, Wayfair issued $ 1.518 billion in aggregate principal amount of 0.625 % Convertible Senior Notes due 2025 (the “2025 Notes”), which included the exercise in full of a $ 198.0 million option granted to the initial purchasers. In connection with the issuance of the 2025 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2025 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2025 Notes (the “2025 Capped Calls”). In September 2022, in connection with the issuance of the 2027 Notes, as defined below, Wayfair repurchased for cash approximately $ 229 million aggregate principal amount of the 2025 Notes. In May 2023, in connection with the issuance of the 2028 Notes, as defined below, Wayfair repurchased for cash approximately $ 535 million aggregate principal amount of the 2025 Notes. For more information, see “Extinguishment and Conversions of Notes” below. In August 2019, Wayfair issued $ 948.75 million in aggregate principal amount of 1.000 % Convertible Senior Notes due 2026 (the “2026 Notes”), which included the exercise in full of a $ 123.75 million option granted to the initial purchasers. In connection with the 2026 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes (the “2026 Capped Calls”). In September 2022, Wayfair issued $ 690.0 million in aggregate principal amount of 3.250 % Convertible Senior Notes due 2027 (the “2027 Notes”), which included the exercise in full of a $ 90.0 million option granted to the initial purchasers. In connection with the issuance of the 2027 Notes, Wayfair entered into capped calls that covered, initially, the number of shares of Wayfair’s Class A common stock underlying the 2027 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2027 Notes (the “2027 Capped Calls”). In May 2023, Wayfair issued $ 690.0 million in aggregate principal amount of 3.500 % Convertible Senior Notes due 2028 (the “2028 Notes” and together with the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, the “Non-Accreting Notes”), which included the exercise in full of a $ 90.0 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”). Convertible Accreting Notes In April 2020, Wayfair issued $ 535.0 million in aggregate original principal amount of 2.50 % Accreting Convertible Senior Notes due 2025 (the “2025 Accreting Notes”, and collectively with the Non-Accreting Notes, the “Notes”) to Great Hill, CBEP Investments, LLC (“Charlesbank”) and The Spruce House Partnership LLC. The 2025 Accreting Notes are fully and unconditionally guaranteed on a senior unsecured basis by Wayfair LLC, a wholly-owned subsidiary of Wayfair Inc., as guarantor. 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 76 T a ble of Contents mature on April 1, 2025, unless earlier purchased, redeemed or converted. The annual effective interest rate of the 2025 Accreting Notes is 2.7 %. Seniority of the Notes The Notes are general senior unsecured obligations of Wayfair. The Notes rank senior in right of payment to any of Wayfair’s future indebtedness that is expressly subordinated in right of payment to the Notes, rank equal in right of payment to Wayfair’s existing and future unsecured indebtedness that is not so subordinated and are effectively subordinated in right of payment to any of Wayfair’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Non-Accreting Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries, including Wayfair LLC’s guaranty of the 2025 Accreting Notes, and the 2025 Accreting Notes are structurally subordinated to all existing and future indebtedness and liabilities of Wayfair’s subsidiaries (other than Wayfair LLC). Indentures The Notes are governed by separate indentures between Wayfair, as issuer, and U.S. Bank National Association, as trustee. The Non-Accreting Notes indenture also includes Wayfair LLC, as guarantor. Each indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25 % in aggregate principal amount of the respective Notes then outstanding may declare the entire principal amount or accreted principal amount, as the case may be, of the respective Notes plus accrued interest, if any, to be immediately due and payable. Conversion and Redemption Terms of the Notes Wayfair's Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Notes’ initial conversion terms are summarized below: Convertible Notes Maturity Date Free Convertibility Date Initial Conversion Rate per $1,000 Principal Initial Conversion Price 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 -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). 77 T a ble of Contents 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 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended December 31, 2023, therefore, the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended March 31, 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. Accounting for the Notes The Notes are recorded as a single unit within liabilities in the 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. Interest for the Accreting Notes is amortized to interest expense, net using the effective interest method over the term of the Accreting Notes and recorded to other long-term liabilities in the consolidated balance sheet. Upon accretion to the principal amount on April 1 and October 1 of each year, Wayfair will reclassify the interest accrued as of that date to long-term debt. Proceeds from 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 78 T a ble of Contents 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 year ended December 31, 2023, there were no conversions of the Notes. Interest Expense The following table presents total interest expense recognized for the Notes for the years ended December 31: Year Ended December 31, 2023 2022 2021 Convertible Notes Contractual Interest Expense Debt Discount Amortization Total Interest Expense Contractual Interest Expense Debt Discount Amortization Total Interest Expense Contractual Interest Expense Debt Discount Amortization Total Interest Expense (in millions) 2024 Notes $ 2 $ 1 $ 3 $ 5 $ 2 $ 7 $ 7 $ 2 $ 9 2025 Notes 6 2 8 9 3 12 10 3 13 2026 Notes 9 2 11 9 2 11 9 2 11 2027 Notes 22 2 24 7 1 8 — — — 2028 Notes 15 1 16 — — — — — — 2025 Accreting Notes 1 — 1 1 — 1 ( 1 ) — ( 1 ) Total $ 55 $ 8 $ 63 $ 31 $ 8 $ 39 $ 25 $ 7 $ 32 Fair Value of Notes As of December 31, 2023, the estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2025 Accreting Notes was $ 116 million, $ 684 million, $ 837 million, $ 870 million, $ 1.1 billion and $ 32 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 December 31, 2023, the if-converted value of the 2028 Notes exceeded the principal value by $ 240 million. As of December 31, 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. 79 T a ble of Contents 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. 7. Commitments and Contingencies Purchase Obligations Wayfair has entered into purchase obligations that represent enforceable and legally binding software license and freight commitments. Payments due under these purchase obligations are $ 206 million in 2024, $ 217 million in 2025, $ 28 million in 2026, $ 9 million in 2027 and none thereafter. These payments exclude payments for contracts that are able to be canceled, both in full or in part, since they do not represent legally binding arrangements. Collection of Sales or Other Similar Taxes Wayfair has historically collected and remitted sales tax based on the locations of its physical operations. The U.S. Supreme Court's decision in South Dakota v. Wayfair, Inc., removed a significant impediment to the enactment of laws imposing sales tax collection obligations on out-of-state e-commerce companies. Several states and other taxing jurisdictions have presented, or indicated that they may present, Wayfair with sales tax assessments. The aggregate assessments received as of December 31, 2023 are not material to Wayfair's business and Wayfair does not expect the Court's decision to have a significant impact on its business. Wayfair currently collects and remits sales tax based on the locations of its physical operations, as well as locations where it has economic presence. 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 December 31, 2023, the estimated potential liability for the CBSA review, net of any of any amounts that may be recouped through the appeals process, is approximately $ 20 million, inclusive of duties and interest. 80 T a ble of Contents During the year ended December 31, 2023, approximately $ 17 million of this estimated liability was recorded to cost of sales and $ 3 million was recorded to selling, operations, technology, general and administrative within the consolidated statement of operations. During the year ended December 31, 2023, Wayfair made payments of approximately $ 11 million of duties and $ 2 million of interest charges based on assessments received related to 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 potential avenues to mitigate exposure. As of December 31, 2023, approximately $ 7 million was recorded within other current liabilities in the consolidated balance sheets. 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. 8. Employee Benefit Plans Wayfair has a defined-contribution, incentive savings plan pursuant to Section 401(k) of the Internal Revenue Code. The plan covers all full-time employees who have reached the age of 21 years. Employees may elect to defer compensation up to a dollar limit (as allowable by the Internal Revenue Code), of which up to 4 % of an employee's salary will be matched by Wayfair. The amounts deferred by the employee and the matching amounts contributed by Wayfair both vest immediately. The amount expensed under the plan totaled approximately $ 35 million, $ 43 million and $ 35 million in the years ended December 31, 2023, 2022 and 2021, respectively. 9. Stockholders’ Deficit Preferred Stock Wayfair authorized 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, for future issuance. As of December 31, 2023, Wayfair had no shares of undesignated preferred stock issued or outstanding. Common Stock Wayfair authorized 500,000,000 shares of Class A common stock, $ 0.001 par value per share, and 164,000,000 shares of Class B common stock, $ 0.001 par value per share, of which 92,457,562 and 82,903,862 shares of Class A common stock and 25,691,295 and 25,691,397 shares of Class B common stock were outstanding as of December 31, 2023 and 2022. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock may be converted into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10 % of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock, or in the event of the affirmative vote or written consent of holders of at least 66 2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of funds legally available if Wayfair's Board of Directors (the “Board”), in its discretion, determines to issue dividends and then only at the times and in the amounts that the Board may determine. Since Wayfair's initial public offering through December 31, 2023, 56,347,119 shares of Class B common stock were converted to Class A common stock. Stock Repurchase Program On August 21, 2020, the Board authorized the repurchase of up to $ 700 million of Wayfair’s Class A common stock in the open market, through privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan (the “2020 Repurchase Program”). On August 10, 2021, the Board authorized a new $ 1.0 billion share repurchase program on the same terms (the “2021 Repurchase Program,” together with the 2020 Repurchase Program, the “Repurchase Programs”). There is no stated expiration for the Repurchase Programs. Wayfair will begin repurchasing shares under the 2021 Repurchase Program upon the completion of the 2020 Repurchase Program. 81 Table of Contents During the year ended December 31, 2023, Wayfair did not repurchase any shares of Class A Common stock under the Repurchase Programs. During the year ended December 31, 2022, Wayfair repurchased 548,173 shares of Class A common stock for $ 75 million under the 2020 Repurchase Program. During the year ended December 31, 2021, Wayfair did not repurchase any shares of Class A Common stock under the Repurchase Programs. 10. 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 December 31, 2023, 14,808,859 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 year ended December 31, 2023: Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 10,170,203 $ 100.05 RSUs granted 6,766,543 $ 50.39 RSUs vested ( 9,553,598 ) $ 66.60 RSUs forfeited/canceled ( 2,196,262 ) $ 107.53 Unvested at December 31, 2023 5,186,886 $ 93.68 As of December 31, 2023, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 325 million with a weighted-average remaining vesting term of 0.7 years. The following table summarizes the weighted average grant date fair value of RSUs vested for the years ended December 31: Year Ended December 31, 2023 2022 2021 Weighted average grant date fair value of RSUs $ 50.39 $ 68.61 $ 269.88 Total fair value of vested RSUs (in millions) $ 636 $ 523 $ 337 Intrinsic value of RSUs vested (in millions) $ 532 $ 291 $ 735 As of December 31, 2023, the aggregate intrinsic value of unvested RSUs was $ 320 million. Equity-based compensation was classified as follows in the consolidated statements of operations for the years ended December 31: Year Ended December 31, 2023 2022 2021 (in millions) Cost of goods sold $ 10 $ 11 $ 12 Customer service and merchant fees 29 33 25 Selling, operations, technology, general and administrative 566 469 307 Total equity-based compensation expense $ 605 $ 513 $ 344 Equity-based compensation costs capitalized as site and software development costs were $ 61 million, $ 43 million and $ 28 million for the years ended December 31, 2023, 2022 and 2021, respectively. 82 Table of Contents 11. Income Taxes The components of the provision for income taxes, net for the years ended December 31, 2023, 2022 and 2021 are presented below: Year Ended December 31, 2023 2022 2021 (in millions) Current: Federal $ — $ — $ — State 3 9 ( 1 ) Foreign 6 3 1 Deferred: Federal — — — State — — 1 Foreign — — — Provision for income taxes, net $ 9 $ 12 $ 1 The actual provision for income taxes, net differs from the expected provision for income taxes computed at the U.S. Federal statutory tax rate of 21 % due to the following: Year Ended December 31, 2023 2022 2021 (in millions) Provision for income taxes at the federal statutory rate $ ( 153 ) $ ( 277 ) $ ( 27 ) State income tax expense (benefit), net of federal impact 3 9 ( 1 ) Foreign tax rate differential 17 28 26 Non-deductible equity-based compensation expense 10 16 9 Windfall (shortfall) benefit (expense) from equity-based compensation 17 41 ( 70 ) Change in valuation allowance 103 214 97 Limitation on officer's compensation 5 4 6 Intangible property basis step-up — — ( 43 ) Intercompany interest 15 9 4 Other ( 8 ) ( 32 ) — Provision for income taxes, net $ 9 $ 12 $ 1 Certain prior period items in the table above were reclassified to conform to the current period presentation. The components of loss before income taxes determined by tax jurisdiction, are as follows: Year Ended December 31, 2023 2022 2021 (in millions) U.S. $ ( 495 ) $ ( 997 ) $ 171 Foreign ( 234 ) ( 322 ) ( 301 ) Total $ ( 729 ) $ ( 1,319 ) $ ( 130 ) 83 Table of Contents The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities for the periods presented are as follows: December 31, 2023 2022 (in millions) Deferred tax assets: Net operating loss carryforwards $ 763 $ 702 Equity-based compensation expense 18 19 Intangible property 47 44 Accrued expenses and reserves 26 27 Capitalized technology 70 16 Leases 266 279 Other 26 32 Gross deferred tax assets 1,216 1,119 Less: Valuation allowance ( 933 ) ( 809 ) Net deferred tax assets 283 310 Deferred tax liabilities: Prepaid expenses $ ( 17 ) $ ( 19 ) Property and equipment ( 42 ) ( 54 ) Operating lease right-of-use asset ( 217 ) ( 229 ) Other ( 7 ) ( 8 ) Total deferred tax liabilities ( 283 ) ( 310 ) Non-current net deferred tax liabilities $ — $ — The valuation allowance increased by $ 124 million during 2023. The increase in the valuation allowance is the result of Wayfair establishing a valuation allowance related to the current year operating losses, and adjustments to our operating loss carryforwards when we filed our returns. In determining the need for a valuation allowance, Wayfair has given consideration to the cumulative book income and loss positions of each of its entities as well as its worldwide cumulative income position. Wayfair has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are primarily compromised of net operating losses, on a jurisdictional basis. At December 31, 2023, Wayfair has determined that it is more likely than not that Wayfair will not realize the benefits of its deferred tax assets, and as a result, has maintained a full valuation allowance against substantially all of the worldwide net deferred tax assets. As of December 31, 2023, Wayfair had federal net operating loss carryforwards available to offset future federal taxable income of $ 2.0 billion. In addition, Wayfair had state net operating loss carryforwards available in the amount of $ 1.9 billion which are available to offset future state taxable income. Of the federal net operating loss carryforwards, $ 205 million begin to expire in the year ending December 31, 2037 if unused. Federal net operating loss carryforwards of $ 1.8 billion do not expire. The state net operating loss carryforwards begin to expire in the year ending December 31, 2024. The ability to utilize these federal and state net operating loss carryforwards may be limited in the future if Wayfair experiences an ownership change pursuant to Internal Revenue Code Section 382. An ownership change occurs when the ownership percentages of 5% or greater stockholders change by more than 50% over a three-year period. Through December 31, 2023, Wayfair has determined that the ability to use tax attributes is not impacted by such a restrictive limitation. As of December 31, 2023, Wayfair also had foreign net operating loss carryforwards available to offset future foreign income of $ 1.8 billion. Foreign net operating loss of $ 81 million will expire in the year ending December 31, 2038. The remaining foreign net operating loss carryforwards do not expire. As of December 31, 2023, Wayfair has not provided for deferred income taxes on outside basis differences in its foreign subsidiaries of approximately $ 332 million since these basis differences are deemed to be indefinitely reinvested, or it is within 84 Table of Contents the control of Wayfair to recognize these basis differences on a tax-free basis. Upon realization of the outside basis differences in the form of dividends or otherwise, Wayfair could be subject to income taxes as well as withholding taxes. The amount of taxes attributable to the outside basis differences, if realized, is expected to be immaterial. Wayfair establishes reserves for uncertain tax positions based on management's assessment of exposures associated with tax deductions, permanent tax differences and tax credits. The tax reserves are analyzed periodically and adjustments are made as events occur to warrant adjustment to the reserve. Reserves for uncertain tax positions as of December 31, 2023 and 2022 are not material and would not impact the effective tax rate if recognized as a result of the valuation allowance maintained against the net deferred tax assets. Wayfair's policy is to recognize interest and penalties related to unrecognized tax benefits and penalties as a component of the provision for income taxes, net. Related to the unrecognized tax benefits noted above, Wayfair did not accrue any penalties and interest during 2023, 2022 or 2021 because it is believed that such additional interest and penalties would be insignificant. Wayfair's tax jurisdictions include the U.S., the UK, Germany, Ireland, Canada, Hong Kong and the British Virgin Islands. The statute of limitations with respect to U.S. federal income taxes has expired for years prior to 2020. The relevant U.S. state statutes vary and years prior to 2017 are generally closed. The statute of limitations for foreign income taxes vary, but have expired for years prior to 2017. However, preceding years remain open to examination by U.S. federal and state and foreign taxing authorities to the extent of future utilization of net operating losses generated in each preceding year. 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. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, Wayfair is still evaluating the potential consequences of Pillar 2 on longer-term financial positions. 12. Loss per Share The following table presents the calculation of basic and diluted loss per share: Year Ended December 31, 2023 2022 2021 (in millions, except per share data) Numerator: Numerator for basic and diluted loss per share - net loss $ ( 738 ) $ ( 1,331 ) $ ( 131 ) Denominator: Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding 114 106 104 Loss per share Basic $ ( 6.47 ) $ ( 12.54 ) $ ( 1.26 ) Diluted $ ( 6.47 ) $ ( 12.54 ) $ ( 1.26 ) 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: Year Ended December 31, 2023 2022 2021 (in millions) Unvested restricted stock units 5 10 5 Shares related to convertible debt instruments 36 25 15 Total 41 35 20 85 Table of Contents 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 6, Debt and Other Financing . 13. 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 . 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: Year Ended December 31, 2023 2022 2021 (in millions) U.S. net revenue $ 10,482 $ 10,464 $ 11,249 International net revenue 1,521 1,754 2,459 Total net revenue $ 12,003 $ 12,218 $ 13,708 86 Table of Contents Year Ended December 31, 2023 2022 2021 (in millions) Adjusted EBITDA: U.S. $ 444 $ ( 98 ) $ 782 International ( 138 ) ( 318 ) ( 168 ) Total reportable segments Adjusted EBITDA 306 ( 416 ) 614 Less: reconciling items (1) ( 1,044 ) ( 915 ) ( 745 ) Net loss $ ( 738 ) $ ( 1,331 ) $ ( 131 ) (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss: Year Ended December 31, 2023 2022 2021 (in millions) Depreciation and amortization $ 417 $ 371 $ 322 Equity-based compensation and related taxes 623 527 374 Interest expense, net 17 27 32 Other (income) expense, net ( 1 ) 4 4 Provision for income taxes, net 9 12 1 Other: Impairment and other related net charges (a) 14 39 12 Restructuring charges (b) 65 31 — Gain on debt extinguishment (c) ( 100 ) ( 96 ) — Total reconciling items $ 1,044 $ 915 $ 745 (a) During the year ended December 31, 2023, Wayfair recorded net 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 year ended December 31, 2022, Wayfair recorded net charges of $ 31 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. and charges of $ 8 million related to construction in progress assets at an International warehouse. During the year ended December 31, 2021, Wayfair recorded $ 12 million of customer service center impairment and other related charges related to a plan to consolidate customer service centers in identified U.S. locations. (b) During the year ended December 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. During the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2022, Wayfair recorded a $ 96 million gain on debt extinguishment upon repurchase of $ 375 million in 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 II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K for more information regarding the use of Adjusted EBITDA. 87 Table of Contents The following table presents long-lived assets attributable to Wayfair's reportable segments reconciled to the amounts: Year Ended December 31, 2023 2022 (in millions) Geographic long-lived assets: U.S. $ 783 $ 796 International 267 225 Total reportable segment long-lived assets 1,050 1,021 Plus: reconciling corporate long-lived assets 518 592 Total long-lived assets $ 1,568 $ 1,613 U.S. and International long-lived assets consist of property and equipment, net and operating lease ROU assets. Corporate long-lived assets consist of property and equipment, net and operating lease ROU assets at corporate facilities. The following table presents total assets attributable to Wayfair's reportable segments reconciled to consolidated amounts: Year Ended December 31, 2023 2022 (in millions) Assets by segment: U.S. $ 1,243 $ 1,381 International 312 295 Total reportable segment assets 1,555 1,676 Plus: reconciling corporate assets 1,919 1,904 Total assets $ 3,474 $ 3,580 U.S. and International segment assets consist primarily of accounts receivable, net, inventories, prepaid expenses and other current assets, property and equipment, net and operating lease ROU assets. Corporate assets include cash and cash equivalents, short-term investments, long-lived assets at corporate facilities, capitalized internal-use software and website development costs and other non-current assets. 14. Subsequent Events On January 19, 2024, Wayfair announced a workforce realignment plan, including a workforce reduction involving approximately 1,650 employees. As a result, Wayfair expects to incur between approximately $ 70 million and $ 80 million of costs, consisting primarily of employee severance and benefit costs, most of which are expected to be incurred in the first quarter of 2024. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.