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Item 1. Financial Statements

2024-11-01 compared with 2024-08-01 · 91 added, 87 removed, 428 unchanged (29% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, December 31,

September 30, December 31,

(in millions, except share and per share data)

22 unchanged sentences

Convertible preferred stock, $ 0.001 par value per share:

10,000,000 shares authorized and none issued at June 30, 2024 and December 31, 2023

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 96,351,994 and 92,457,562 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 25,691,295 shares issued and outstanding at June 30, 2024 and December 31, 2023

10,000,000 shares authorized and none issued at September 30, 2024 and December 31, 2023

Class A common stock, par value $ 0.001 per share, 500,000,000 shares authorized, 97,888,601 and 92,457,562 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Class B common stock, par value $ 0.001 per share, 164,000,000 shares authorized, 25,691,295 shares issued and outstanding at September 30, 2024 and December 31, 2023

Additional paid-in capital

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

12 unchanged sentences

Interest expense, net ( 5 ) ( 5 ) ( 15 ) ( 15 )

Other (expense) income, net ( 1 ) 3 ( 5 ) 2

Other income (expense), net 8 ( 4 ) 3 ( 2 )

Gain on debt extinguishment — — — 100

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

1 unchanged sentence

Net loss $ ( 74 ) $ ( 163 ) $ ( 364 ) $ ( 564 )

Other comprehensive income (loss):

Other comprehensive (loss) income:

Foreign currency translation adjustments ( 4 ) ( 1 ) ( 3 ) —

11 unchanged sentences

(in millions)

Balance at March 31, 2023 111 $ — $ 894 $ ( 3,635 ) $ ( 4 ) $ ( 2,745 )

Balance at June 30, 2023 113 $ — $ 988 $ ( 3,681 ) $ ( 5 ) $ ( 2,698 )

Net loss — — — ( 163 ) — ( 163 )

2 unchanged sentences

Equity-based compensation — — 154 — — 154

Premiums paid for capped calls — — ( 87 ) — — ( 87 )

Balance at September 30, 2023 116 $ — $ 1,142 $ ( 3,844 ) $ ( 6 ) $ ( 2,708 )

Balance at June 30, 2024 122 $ — $ 1,552 $ ( 4,308 ) $ ( 4 ) $ ( 2,760 )

Balance at March 31, 2024 120 $ — $ 1,446 $ ( 4,266 ) $ ( 5 ) $ ( 2,825 )

Net loss — — — ( 74 ) — ( 74 )

Other comprehensive income — — — — 1 1

Other comprehensive loss — — — — ( 4 ) ( 4 )

Issuance of common stock upon vesting of RSUs 2 — — — — —

Equity-based compensation — — 105 — — 105

Unwind of capped calls — — 3 — — 3

Balance at June 30, 2024 122 $ — $ 1,552 $ ( 4,308 ) $ ( 4 ) $ ( 2,760 )

Balance at September 30, 2024 124 $ — $ 1,657 $ ( 4,382 ) $ ( 8 ) $ ( 2,733 )

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Six Months Ended

Nine Months Ended

Class A and Class B Common Stock

11 unchanged sentences

Premiums paid for capped calls — — ( 87 ) — — ( 87 )

Balance at June 30, 2023 113 $ — $ 988 $ ( 3,681 ) $ ( 5 ) $ ( 2,698 )

Balance at September 30, 2023 116 $ — $ 1,142 $ ( 3,844 ) $ ( 6 ) $ ( 2,708 )

Balance at December 31, 2023 118 $ — $ 1,316 $ ( 4,018 ) $ ( 5 ) $ ( 2,707 )

Net loss — — — ( 364 ) — ( 364 )

Other comprehensive income — — — — 1 1

Other comprehensive loss — — — — ( 3 ) ( 3 )

Issuance of common stock upon vesting of RSUs 6 — — — — —

1 unchanged sentence

Unwind of capped calls — — 3 — — 3

Balance at June 30, 2024 122 $ — $ 1,552 $ ( 4,308 ) $ ( 4 ) $ ( 2,760 )

Balance at September 30, 2024 124 $ — $ 1,657 $ ( 4,382 ) $ ( 8 ) $ ( 2,733 )

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

14 unchanged sentences

Net cash provided by operating activities 155 191

Cash flows (for) from investing activities:

Cash flows for investing activities:

Purchase of short- and long-term investments ( 37 ) ( 4 )

2 unchanged sentences

Site and software development costs ( 121 ) ( 154 )

Net cash (used in) provided by investing activities ( 127 ) 49

Net cash used in investing activities ( 178 ) ( 30 )

Cash flows from financing activities:

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

19 unchanged sentences

The Company has identified significant accounting policies that are critical to understanding its business and results of operations.

Wayfair believes that there have been no significant changes during the three and six months ended June 30, 2024 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Wayfair believes that there have been no significant changes during the three and nine months ended September 30, 2024 to the items disclosed in Note 1, Summary of Significant Accounting Policies , included in Part II, Item 8, Financial Statements and Supplementary Data , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Issued Accounting Pronouncements

12 unchanged sentences

Accounts Receivable, Net

As of June 30, 2024, accounts receivable was $ 161 million, net of allowance for credit losses of $ 27 million.

As of September 30, 2024, accounts receivable was $ 155 million, net of allowance for credit losses of $ 26 million.

As of December 31, 2023, accounts receivable was $ 140 million, net of allowance for credit losses of $ 22 million.

The changes in the allowance for credit losses were not material for the three and six months ended June 30, 2024.

Management believes credit risk is mitigated for the three and six months ended June 30, 2024, as approximately 99.2 % and 99.3 %, respectively, of the net revenue recognized was collected in advance of recognition .

The changes in the allowance for credit losses were not material for the three and nine months ended September 30, 2024.

Management believes credit risk is mitigated for the three and nine months ended September 30, 2024, as approximately 98.5 % and 99.0 %, respectively, of the net revenue recognized was collected in advance of recognition .

Contract Liabilities

Contractual liabilities, included in other current liabilities, were $ 232 million at June 30, 2024 and $ 204 million at December 31, 2023.

During the six months ended June 30, 2024, Wayfair recognized $ 134 million of net revenue that was included within other current liabilities as of December 31, 2023.

Contractual liabilities, included in other current liabilities, were $ 203 million at September 30, 2024 and $ 204 million at December 31, 2023.

During the nine months ended September 30, 2024, Wayfair recognized $ 139 million of net revenue that was included within other current liabilities as of December 31, 2023.

Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing, and uncertainty of net revenue and cash flows are affected by economic factors.

2 unchanged sentences

In January 2024, Wayfair announced a workforce realignment plan, including a workforce reduction involving approximately 1,650 employees.

As a result, during the six months ended June 30, 2024, Wayfair incurred $ 79 million of charges recorded within restructuring charges on the condensed consolidated statements of operations.

As a result, during the nine months ended September 30, 2024, Wayfair incurred $ 79 million of charges recorded within restructuring charges on the condensed consolidated statements of operations.

The charges consisted primarily of one-time employee severance and benefit costs.

1 unchanged sentence

Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements

As of June 30, 2024 and December 31, 2023, Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments.

During the three and six months ended June 30, 2024 and 2023, Wayfair did not have any realized gains or losses.

As of September 30, 2024 and December 31, 2023, Wayfair’s marketable securities, which primarily consisted of corporate bonds and other government obligations that are priced at fair value, were classified as available-for-sale investments.

During the three and nine months ended September 30, 2024 and 2023, Wayfair did not have any realized gains or losses.

Interest income includes interest earned from cash and cash equivalents and marketable securities.

During the three and six months ended June 30, 2024, Wayfair recorded $ 14 million and $ 26 million of interest income, respectively, and during the three and six months ended June 30, 2023, $ 11 million and $ 18 million of interest income, respectively.

During the three and six months ended June 30, 2024 and 2023, Wayfair did not recognize any credit losses related to its available-for-sale debt securities.

As of June 30, 2024 and December 31, 2023, Wayfair did not have an allowance for credit losses recorded related to its available-for-sale debt securities.

The following table presents details of Wayfair’s investment securities as of June 30, 2024 and December 31, 2023:

June 30, 2024

During the three and nine months ended September 30, 2024, Wayfair recorded $ 13 million and $ 39 million of interest income, respectively, and during the three and nine months ended September 30, 2023, $ 13 million and $ 31 million of interest income, respectively.

During the three and nine months ended September 30, 2024 and 2023, Wayfair did not recognize any credit losses related to its available-for-sale debt securities.

As of September 30, 2024 and December 31, 2023, Wayfair did not have an allowance for credit losses recorded related to its available-for-sale debt securities.

The following table presents details of Wayfair’s investment securities as of September 30, 2024 and December 31, 2023:

September 30, 2024

Losses Estimated

18 unchanged sentences

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 June 30, 2024 and December 31, 2023:

June 30, 2024

The following tables set forth the fair value of Wayfair's financial assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:

September 30, 2024

Level 1 Level 2 Level 3 Total

6 unchanged sentences

Investment securities — 32 — 32

Certificate of deposit 30 — — 30

Total short-term investments 30 9 — 39

Prepaid expenses and other current assets:

16 unchanged sentences

The following table presents the outstanding principal amount and carrying value of debt and other financing:

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Debt Instrument Principal Amount Unamortized Debt Discount Net Carrying Amount Principal Amount Unamortized Debt Discount Net Carrying Amount

10 unchanged sentences

Long-term debt $ 3,061 $ 3,092

(1) Short-term debt consists of $ 117 million for the 2024 Notes and $ 38 million for the 2025 Accreting Notes, as of June 30, 2024, and $ 117 million for the 2024 Notes as of December 31, 2023.

(1) Short-term debt consists of $ 117 million for the 2024 Notes and $ 38 million for the 2025 Accreting Notes, as of September 30, 2024, and $ 117 million for the 2024 Notes as of December 31, 2023.

Short-term debt is presented within other current liabilities in the condensed consolidated balance sheets.

2 unchanged sentences

Under the Revolver, Wayfair may, from time to time, request letters of credit, which reduce the availability of credit under the Revolver.

Wayfair had $ 69 million in outstanding letters of credit as of June 30, 2024, primarily as security for lease agreements.

As of June 30, 2024, there were no revolving loans outstanding under the Revolver.

Wayfair had $ 72 million in outstanding letters of credit as of September 30, 2024, primarily as security for lease agreements.

As of September 30, 2024, there were no revolving loans outstanding under the Revolver.

Senior Secured Notes

On October 8, 2024, Wayfair issued $ 800 million aggregate principal amount of 7.250 % senior secured notes due 2029.

Interest on the notes is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing on April 15, 2025, until their maturity date of October 31, 2029.

Convertible Non-Accreting Notes

30 unchanged sentences

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 June 30, 2024, therefore, the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended September 30, 2024 pursuant to the applicable last reported sales price conditions.

The conditional conversion features of the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes were not triggered during the calendar quarter ended September 30, 2024, therefore, the 2025 Notes, 2026 Notes, 2027 Notes and 2028 Notes are not convertible during the calendar quarter ended December 31, 2024 pursuant to the applicable last reported sales price conditions.

As of August 1, 2024, the 2024 Notes were freely convertible and the holders of the 2024 Notes could have converted all or a portion of their 2024 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date;

however, no holders converted their 2024 Notes during this time period.

On November 1, 2024, the 2024 Notes matured and Wayfair paid in cash the remaining outstanding principal of $ 117 million to the holders of the 2024 Notes.

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.

1 unchanged sentence

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.

3 unchanged sentences

Conversions of Notes

During the three and six months ended June 30, 2024, there were no conversions of the Notes.

During the three and nine months ended September 30, 2024, there were no conversions of the Notes.

Interest Expense

During the three months ended June 30, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $ 16 million and $ 2 million, respectively, and during the six months ended June 30, 2024, contractual interest expense and debt discount amortization of $ 31 million and $ 5 million, respectively.

During the three months ended June 30, 2023, Wayfair recognized contractual interest expense and debt discount amortization of $ 14 million and $ 2 million, respectively, and during the six months ended June 30, 2023, contractual interest expense and debt discount amortization of $ 25 million and $ 3 million, respectively.

During the three months ended September 30, 2024, Wayfair recognized contractual interest expense and debt discount amortization of $ 17 million and $ 2 million, respectively, and during the nine months ended September 30, 2024, contractual interest expense and debt discount amortization of $ 48 million and $ 7 million, respectively.

During the three months ended September 30, 2023, Wayfair recognized contractual interest expense and debt discount amortization of $ 15 million and $ 3 million, respectively, and during the nine months ended September 30, 2023, contractual interest expense and debt discount amortization of $ 40 million and $ 6 million, respectively.

Fair Value of Notes

As of June 30, 2024, the estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2025 Accreting Notes was $ 115 million, $ 705 million, $ 855 million, $ 793 million, $ 1.0 billion and $ 28 million, respectively.

As of September 30, 2024, the estimated fair value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes, 2028 Notes and 2025 Accreting Notes was $ 117 million, $ 722 million, $ 887 million, $ 830 million, $ 1.0 billion and $ 30 million, respectively.

The estimated fair value of the Non-Accreting Notes was determined through consideration of quoted market prices.

1 unchanged sentence

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 June 30, 2024, the if-converted value of the 2028 Notes exceeded the principal value by $ 104 million, respectively.

As of June 30, 2024, the if-converted value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2025 Accreting Notes did not exceed the principal value.

As of September 30, 2024, the if-converted value of the 2028 Notes exceeded the principal value by $ 156 million, respectively.

As of September 30, 2024, the if-converted value of the 2024 Notes, 2025 Notes, 2026 Notes, 2027 Notes and 2025 Accreting Notes did not exceed the principal value.

The 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”).

13 unchanged sentences

2024 Capped Calls Unwind

During the three and six months ended June 30, 2024, Wayfair completed an unwind of the 2024 Capped Calls.

During the nine months ended September 30, 2024, Wayfair completed an unwind of the 2024 Capped Calls.

The proceeds received from the unwind were included as an increase to additional paid-in-capital within stockholders’ deficit.

11 unchanged sentences

The estimated potential liability for the CBSA review, net of any amounts that may be recouped through the appeals process, is approximately $ 33 million, inclusive of duties and interest.

Related to the CBSA review, during the three and six months ended June 30, 2024, Wayfair incurred approximately $ 3 million and $ 9 million, respectively, to cost of goods sold and $ 1 million and $ 2 million, respectively, to selling, operations, technology, general and administrative within the condensed consolidated statement of operations.

During the three and six months ended June 30, 2024, Wayfair made payments of approximately $ 6 million and $ 10 million, respectively, of duties and $ 1 million and $ 2 million, respectively, of interest charges based on assessments received related to the year ended December 31, 2022 and part of the year ended December 31, 2021.

Related to the CBSA review, during the three and nine months ended September 30, 2024, Wayfair incurred approximately $ 2 million and $ 11 million, respectively, to cost of goods sold and incurred approximately $ 2 million during the nine months ended September 30, 2024, to selling, operations, technology, general and administrative within the condensed consolidated statement of operations.

During the three and nine months ended September 30, 2024, Wayfair made payments of approximately $ 3 million and $ 13 million, respectively, of duties and $ 1 million and $ 3 million, respectively, of interest charges based on assessments received related to the year ended December 31, 2022 and part of the year ended December 31, 2021.

Wayfair is required to pay all assessed amounts in order to exercise its appeal rights.

Wayfair believes there are substantial factual and legal grounds to appeal and partially recuperate these amounts and is exploring other options to mitigate exposure.

As of June 30, 2024, approximately $ 7 million was recorded within other current liabilities in the condensed consolidated balance sheets.

As of September 30, 2024, approximately $ 5 million was recorded within other current liabilities in the condensed consolidated balance sheets.

Because loss contingencies are inherently unpredictable, this assessment is subjective and requires judgments about future events.

1 unchanged sentence

Stockholders’ Deficit

Since Wayfair's initial public offering through June 30, 2024, 56,347,119 shares of Class B common stock were converted to the same number of shares of Class A common stock.

Since Wayfair's initial public offering through September 30, 2024, 56,347,119 shares of Class B common stock were converted to the same number of shares of Class A common stock.

Stock Repurchase Programs

During the three and six months ended June 30, 2024 and 2023, Wayfair did not repurchase any shares of Class A common stock under its stock repurchase programs.

During the three and nine months ended September 30, 2024 and 2023, Wayfair did not repurchase any shares of Class A common stock under its stock repurchase programs.

Equity-Based Compensation

3 unchanged sentences

Under the 2023 Plan, 20,525,663 shares of Class A common stock initially were available for future award grants.

As of June 30, 2024, 13,103,651 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 six months ended June 30, 2024:

As of September 30, 2024, 11,582,421 shares of Class A common stock remained available for future grant under the 2023 Plan.

The following table presents activity relating to RSUs for the nine months ended September 30, 2024:

Shares Weighted-Average

3 unchanged sentences

RSUs forfeited/canceled ( 981,642 ) $ 102.80

Unvested at June 30, 2024

Unvested at September 30, 2024

2,982,285 $ 72.46

As of June 30, 2024, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 152 million with a weighted-average remaining vesting term of 0.5 years.

The following table summarizes activity for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

As of September 30, 2024, unrecognized equity-based compensation expense related to RSUs expected to vest over time is $ 116 million with a weighted-average remaining vesting term of 0.4 years.

The following table summarizes activity for the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,

Weighted average grant date fair value of RSUs $ 54.67 $ 45.41

1 unchanged sentence

Intrinsic value of RSUs vested (in millions) $ 310 $ 411

As of June 30, 2024, the aggregate intrinsic value of unvested RSUs was $ 158 million.

As of September 30, 2024, the aggregate intrinsic value of unvested RSUs was $ 168 million.

Equity-based compensation was classified as follows in the condensed consolidated statements of operations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

Total equity-based compensation expense $ 95 $ 139 $ 309 $ 447

Equity-based compensation costs capitalized as software costs were $ 8 million and $ 19 million for the three and six months ended June 30, 2024, respectively, and $ 17 million and $ 30 million for the three and six months ended June 30, 2023, respectively.

The provision for income taxes, net recorded during the three and six months ended June 30, 2024 is primarily related to income tax benefits for tax losses earned in the U.S.

Equity-based compensation costs capitalized as software costs were $ 10 million and $ 29 million for the three and nine months ended September 30, 2024, respectively, and $ 15 million and $ 45 million for the three and nine months ended September 30, 2023, respectively.

The provision for income taxes, net recorded during the three and nine months ended September 30, 2024 is primarily related to income tax benefits for tax losses earned in the U.S.

and certain foreign jurisdictions and U.S.

1 unchanged sentence

state minimum and foreign taxes.

Wayfair had no material unrecognized tax benefits as of June 30, 2024 and December 31, 2023.

Wayfair had no material unrecognized tax benefits as of September 30, 2024 and December 31, 2023.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries.

1 unchanged sentence

tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar 2 model rules beginning in 2024 or announced their plans to enact legislation in future years.

The currently enacted Pillar 2 model rules did not have a material impact on our provision for income taxes for the three and six months ended June 30, 2024.

The currently enacted Pillar 2 model rules did not have a material impact on our provision for income taxes for the three and nine months ended September 30, 2024.

Loss per Share

9 unchanged sentences

The following table presents the calculation of basic and diluted loss per share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

8 unchanged sentences

The potential common shares from anti-dilutive securities excluded from the weighted-average shares of common stock used to calculate diluted loss per share were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

17 unchanged sentences

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.

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.

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.

7 unchanged sentences

The following tables present net revenue and Adjusted EBITDA attributable to Wayfair’s reportable segments for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Total net revenue $ 2,884 $ 2,944 $ 8,730 $ 8,889

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

8 unchanged sentences

(1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Interest expense, net 5 5 15 15

Other expense, net 1 ( 3 ) 5 ( 2 )

Other (income) expense, net ( 8 ) 4 ( 3 ) 2

Provision for income taxes, net 3 2 8 6

4 unchanged sentences

Total reconciling items $ 193 $ 263 $ 721 $ 778

During the three and six months ended June 30, 2024, Wayfair recorded charges of $ 1 million related to changes in sublease market conditions for an identified U.S.

office location.

During the six months ended June 30, 2023, Wayfair recorded charges of $ 5 million related to consolidation of certain customer service centers in identified U.S.

During the three and six months ended June 30, 2023, Wayfair recorded charges of $ 1 million and $ 9 million, respectively, related to construction in progress assets at identified U.S.

During the six months ended June 30, 2024, Wayfair incurred $ 79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reductions.

During the six months ended June 30, 2023, Wayfair incurred $ 65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions.

During the three and six months ended June 30, 2023, Wayfair recorded a $ 100 million gain on debt extinguishment upon repurchase of $ 83 million in aggregate principal amount of the 2024 Notes and $ 535 million in aggregate principal amount of the 2025 Notes.

See “Non-GAAP Financial Measures” in Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q for more information regarding the use of Adjusted EBITDA.

During the three and nine months ended September 30, 2024, Wayfair recorded charges of $ 1 million and $ 2 million, respectively, related to changes in sublease market conditions for U.S.

office locations.

During the nine months ended September 30, 2023, Wayfair recorded charges of $ 14 million, inclusive of $ 5 million related to consolidation of certain customer service centers and $ 9 million related to construction in progress assets at identified U.S.

During the nine months ended September 30, 2024, Wayfair incurred $ 79 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2024 workforce reductions.

During the nine months ended September 30, 2023, Wayfair incurred $ 65 million of charges consisting primarily of one-time employee severance and benefit costs associated with the January 2023 workforce reductions.

During the nine months ended September 30, 2023, Wayfair recorded a $ 100 million gain on debt extinguishment upon repurchase of $ 83 million in aggregate principal amount of the 2024 Notes and $ 535 million in aggregate principal amount of the 2025 Notes.

Subsequent Events

Senior Secured Notes

On October 8, 2024, Wayfair issued $ 800 million aggregate principal amount of 7.250 % senior secured notes due 2029.

Interest on the notes is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing on April 15, 2025, until their maturity date of October 31, 2029.

Maturity of 2024 Notes

On November 1, 2024, the 2024 Notes matured and Wayfair paid in cash the remaining outstanding principal of $ 117 million to the holders of the 2024 Notes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements