Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 22, 2024

WAYFAIR INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36666		36-4791999
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
4 Copley Place	Boston	MA	02116
(Address of principal executive offices)			(Zip Code)

(617) 532-6100

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	W	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 22, 2024, Wayfair Inc. (“Wayfair” or the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release issued on February 22, 2024
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WAYFAIR INC.


Date: February 22, 2024		/s/ ENRIQUE COLBERT
		Enrique Colbert
		General Counsel and Secretary

Exhibit 99.1

Wayfair Announces Fourth Quarter and Full Year 2023 Results,

Returns to Positive Year-Over-Year Active Customer Growth

Q4 Net Revenue of $3.1 billion with 22.4 million Active Customers

BOSTON, MA — February 22, 2024 — Wayfair Inc. (“Wayfair,” “we,” or “our”) (NYSE: W), one of the world’s largest destinations for the home, today reported financial results for its fourth quarter and full year ended December 31, 2023.

Fourth Quarter 2023 Financial Highlights

•Total net revenue of $3.1 billion increased $13 million, up 0.4% year over year

•U.S. net revenue of $2.7 billion increased $24 million, up 0.9% year over year

•International net revenue of $404 million decreased $11 million, down 2.7% year over year. International Net Revenue Constant Currency Growth was (4.6)%

•Gross profit was $944 million, or 30.3% of total net revenue

•Net loss was $174 million and Non-GAAP Adjusted EBITDA was $92 million

•Diluted loss per share was $1.49 and Non-GAAP Adjusted Diluted Loss Per Share was $0.11

•Net cash provided by operating activities was $158 million and Non-GAAP Free Cash Flow was $62 million

•Cash, cash equivalents and short-term investments totaled $1.4 billion and total liquidity was $1.9 billion, including availability under our revolving credit facility

Full Year 2023 Financial Highlights

•Total net revenue of $12.0 billion decreased $215 million, down 1.8% year over year

•U.S. net revenue of $10.5 billion increased $18 million, up 0.2% year over year

•International net revenue of $1.5 billion decreased $233 million, down 13.3% year over year. International Net Revenue Constant Currency Growth was (11.6)%

•Gross profit was $3.7 billion or 30.6% of total net revenue

•Net loss was $738 million and Non-GAAP Adjusted EBITDA was $306 million

•Diluted loss per share was $6.47 and Non-GAAP Adjusted Diluted Loss Per Share was $1.13

•Net cash provided by operating activities was $349 million and Non-GAAP Free Cash Flow was ($2) million

“Q4 was another definitive step on our profitability journey and a reflection of the immense progress we achieved throughout the entire year,” said Niraj Shah, CEO, co-founder and co-chairman, Wayfair. “Even in a difficult macro environment, we generated a 3% Adjusted EBITDA Margin and had our third consecutive quarter of positive Adjusted EBITDA and Free Cash Flow. In fact, on a revenue base that largely mirrored 2022, our Free Cash Flow in 2023 improved by more than one billion dollars.”

“Our efforts over 2023 led to large improvements in our core recipe across availability, speed and price competitiveness. These improvements were directly responsible for our robust share expansion throughout the year and for the step-up we saw in customer loyalty, including year-over-year growth in our active customer count by the fourth quarter.”

Other Fourth Quarter Highlights

•Active customers totaled 22.4 million as of December 31, 2023, an increase of 1.4% year over year

•LTM net revenue per active customer was $537 as of December 31, 2023, a decrease of 3.0% year over year

•Orders per customer, measured as LTM orders divided by active customers, was 1.84 for the fourth quarter of 2023, compared to 1.81 for the fourth quarter of 2022

•Orders delivered in the fourth quarter of 2023 were 11.3 million, an increase of 2.7% year over year

•Repeat customers placed 79.4% of total orders delivered in the fourth quarter of 2023, compared to 77.4% in the fourth quarter of 2022

•Repeat customers placed 9.0 million orders in the fourth quarter of 2023, an increase of 5.9% year over year

•Average order value was $276 in the fourth quarter of 2023, compared to $283 in the fourth quarter of 2022

•62.8% of total orders delivered were placed via a mobile device in the fourth quarter of 2023, compared to 61.7% in the fourth quarter of 2022

Key Financial Statement and Operating Metrics


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions, except LTM net revenue per active customer, average order value and per share data)
Key Financial Statement Metrics:
Net revenue	$	3,114	$	3,101	$	12,003	$	12,218
Gross profit	$	944	$	893	$	3,667	$	3,416
Loss from operations	$	(172)	$	(330)	$	(813)	$	(1,384)
Net loss	$	(174)	$	(351)	$	(738)	$	(1,331)
Loss per share:
Basic	$	(1.49)	$	(3.26)	$	(6.47)	$	(12.54)
Diluted	$	(1.49)	$	(3.26)	$	(6.47)	$	(12.54)
Net cash provided by (used in) operating activities	$	158	$	98	$	349	$	(674)
Key Operating Metrics:
Active customers (1)	22		22		22		22
LTM net revenue per active customer (2)	$	537	$	553	$	537	$	553
Orders delivered (3)	11		11		41		40
Average order value (4)	$	276	$	283	$	292	$	305
Non-GAAP Financial Measures:
Adjusted EBITDA	$	92	$	(71)	$	306	$	(416)
Free Cash Flow	$	62	$	(19)	$	(2)	$	(1,132)
Adjusted Diluted Loss per Share	$	(0.11)	$	(1.71)	$	(1.13)	$	(7.71)

(1) The number of active customers represents the total number of individual customers who have purchased at least once directly from our sites during the preceding twelve-month period. The change in active customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the last twelve months. We view the number of active customers as a key indicator of our growth.

(2) LTM net revenue per active customer represents our total net revenue in the last twelve months divided by our total number of active customers for the same preceding twelve-month period. We view LTM net revenue per active customer as a key indicator of our customers’ purchasing patterns, including their initial and repeat purchase behavior.

(3) Orders delivered represent the total orders delivered in any period, inclusive of orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and as such we estimate delivery dates based on historical data. We recognize net revenue when an order is delivered, and therefore orders delivered, together with average order value, is an indicator of the net revenue we expect to recognize in a given period. We view orders delivered as a key indicator of our growth.

(4) We define average order value as total net revenue in a given period divided by the orders delivered in that period. We view average order value as a key indicator of the mix of products on our sites, the mix of offers and promotions and the purchasing behavior of our customers.

Webcast and Conference Call

Wayfair will host a conference call and webcast to discuss its fourth quarter and full year 2023 financial results today at 8 a.m. (ET). Investors and participants should register for the call in advance by visiting https://bit.ly/47KJJ7Z. After registering, instructions will be shared on how to join the call. The call will also be available via live webcast at https://bit.ly/3u67N7v. An archive of the webcast conference call will be available shortly after the call ends on Wayfair’s Investor website at investor.wayfair.com. Important information may be disseminated initially or exclusively via the Investor website; investors should consult the site to access this information.

About Wayfair

Wayfair is the destination for all things home: helping everyone, anywhere create their feeling of home. From expert customer service, to the development of tools that make the shopping process easier, to carrying one of the widest and deepest selections of items for every space, style, and budget, Wayfair gives everyone the power to create spaces that are just right for them.

The Wayfair family of sites includes:

•Wayfair: The destination for all things home.

•Joss & Main: The ultimate style edit for home.

•AllModern: All of modern, made simple.

•Birch Lane: Classic style for joyful living.

•Perigold: The destination for luxury home.

•Wayfair Professional: Just right for Pros.

Wayfair generated $12.0 billion in net revenue for the year ended December 31, 2023 and is headquartered in Boston, Massachusetts with global operations.

Media Relations Contact:

Susan Frechette

PR@wayfair.com

Investor Relations Contact:

James Lamb

IR@wayfair.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal and state securities laws. All statements other than statements of historical fact contained in this press release, including statements regarding our investment plans and anticipated returns on those investments, our future customer growth, our future results of operations and financial position, including our financial outlook, profitability goals, business strategy, plans and objectives of management for future operations, and, the impact of macroeconomic factors, and our response to such events, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “continues,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.

Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. We believe that these risks and uncertainties include, but are not limited to, adverse macroeconomic conditions, including inflation, slower growth or the potential for recession; disruptions in the global supply chain; conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences; our ability to acquire and retain customers in a cost-effective manner; our ability to increase our net revenue per active customer; our ability to build and maintain strong brands; our ability to manage our growth and expansion initiatives; and our ability to expand our business and compete successfully. A further list and description of risks, uncertainties and other factors that could cause or contribute to differences in our future results include the cautionary statements herein and in our most recent Annual Report on Form 10-K and in our other filings and reports with the Securities and Exchange Commission. We qualify all of our forward-looking statements by these cautionary statements.

These forward-looking statements speak only as of the date of this press release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

WAYFAIR INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	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
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

WAYFAIR INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions, except per share data)
Net revenue (1)	$	3,114	$	3,101	$	12,003	$	12,218
Cost of goods sold (2)	2,170		2,208		8,336		8,802
Gross profit	944		893		3,667		3,416
Operating expenses:
Customer service and merchant fees (2)	138		163		557		632
Advertising	381		406		1,397		1,473
Selling, operations, technology, general and administrative (2)	597		655		2,447		2,625
Impairment and other related net charges	—		(1)		14		39
Restructuring charges	—		—		65		31
Total operating expenses	1,116		1,223		4,480		4,800
Loss from operations	(172)		(330)		(813)		(1,384)
Interest expense, net	(2)		(8)		(17)		(27)
Other income (expense), net	3		(4)		1		(4)
Gain on debt extinguishment	—		—		100		96
Loss before income taxes	(171)		(342)		(729)		(1,319)
Provision for income taxes, net	3		9		9		12
Net loss	$	(174)	$	(351)	$	(738)	$	(1,331)
Loss per share:
Basic	$	(1.49)	$	(3.26)	$	(6.47)	$	(12.54)
Diluted	$	(1.49)	$	(3.26)	$	(6.47)	$	(12.54)
Weighted-average number of shares of common stock outstanding used in computing per share amounts:
Basic	118		108		114		106
Diluted	118		108		114		106

(1) The following tables present net revenue attributable to our reportable segments for the periods indicated:


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions)
U.S. net revenue	$	2,710	$	2,686	$	10,482	$	10,464
International net revenue	404		415		1,521		1,754
Total net revenue	$	3,114	$	3,101	$	12,003	$	12,218

(2) Includes equity-based compensation and related taxes as follows


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions)
Cost of goods sold	$	3	$	3	$	10	$	11
Customer service and merchant fees	6		9		29		34
Selling, operations, technology, general and administrative	150		147		584		482
Total equity-based compensation and related taxes	$	159	$	159	$	623	$	527

WAYFAIR INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Year Ended December 31,
	2023		2022

	(in millions)
Cash flows from (for) operating activities:
Net loss	$	(738)	$	(1,331)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	417		371
Equity-based compensation expense	605		513
Amortization of discount and issuance costs on convertible notes	8		8
Impairment and other related net charges	14		39
Gain on debt extinguishment	(100)		(96)
Other non-cash adjustments	(3)		41
Changes in operating assets and liabilities:
Accounts receivable, net	132		(48)
Inventories	16		(21)
Prepaid expenses and other assets	16		27
Accounts payable and other liabilities	(18)		(177)
Net cash provided by (used in) operating activities	349		(674)

Cash flows (for) from investing activities:
Purchase of short- and long-term investments	(36)		(430)
Sale and maturities of short- and long-term investments	233		889
Purchase of property and equipment	(148)		(186)
Site and software development costs	(203)		(272)
Other investing activities, net	2		—
Net cash (used in) provided by investing activities	(152)		1

Cash flows from financing activities:
Repurchase of common stock	—		(75)
Proceeds from issuance of convertible notes, net of issuance costs	678		678
Premiums paid for capped call confirmations	(87)		(80)
Payment of principal upon maturity of convertible debt	—		(3)
Payments to extinguish convertible debt	(514)		(504)

Net cash provided by financing activities	77		16
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2		1
Net increase (decrease) in cash, cash equivalents and restricted cash	276		(656)

Cash, cash equivalents and restricted cash
Beginning of year	$	1,050	$	1,706
End of year	$	1,326	$	1,050

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Diluted Earnings or Loss per Share and Net Revenue Constant Currency Growth. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance. We have provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure in this earnings release.

We calculate Adjusted EBITDA 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 our ongoing operating performance. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Net Revenue. We disclose Adjusted EBITDA because it is a key measure used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis as these costs may vary independent of business performance. For instance, we exclude the impact of equity-based compensation and related taxes as we do not consider this item to be indicative of our core operating performance. Investors should, however, understand that equity-based compensation and related taxes will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

We calculate Free Cash Flow as net cash provided by or used in operating activities less net cash used to purchase property and equipment and site and software development costs (collectively, “Capital Expenditures”). We disclose Free Cash Flow because it is an important indicator of our business performance as it measures the amount of cash we generate. Accordingly, we believe that Free Cash Flow provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

We calculate Adjusted Diluted Earnings or Loss per Share as net income or loss plus equity-based compensation and related taxes, provision or benefit for income taxes, net, non-recurring items, other items not indicative of our ongoing operating performance, and, if dilutive, interest expense associated with convertible debt instruments under the if-converted method divided by the weighted-average number of shares of common stock used in the computation of diluted earnings or loss per share. Accordingly, we believe that these adjustments to our adjusted diluted net income or loss before calculating per share amounts for all periods presented provide a more meaningful comparison between our operating results from period to period.

We calculate Net Revenue Constant Currency Growth by translating the current period local currency net revenue by the currency exchange rates used to translate the financial statements in the comparable prior-year period. We disclose Net Revenue Constant Currency Growth because it is an important indicator of our operating results. Accordingly, we believe that Net Revenue Constant Currency Growth provides useful information to investors and others in understanding and evaluating trends in our operating results in the same manner as our management.

We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in forward-looking GAAP financial measures. We do not attempt to provide a reconciliation of forward-looking non-GAAP financial measures to forward looking GAAP financial measures because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Further, we believe that such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

The non-GAAP financial measures have limitations as analytical tools. We do not, nor do we suggest that investors should consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that the non-GAAP financial measures we use may not be the same non-GAAP financial measures and may not be calculated in the same manner as that of other companies, including other companies in our industry.

The following table reflects the reconciliation of net income or loss to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:


		Three Months Ended December 31,						Year Ended December 31,
		2023			2022			2023			2022

		(in millions)
Reconciliation of Adjusted EBITDA:
Net loss		$	(174)		$	(351)		$	(738)		$	(1,331)
Depreciation and amortization		105			101			417			371
Equity-based compensation and related taxes		159			159			623			527
Interest expense, net		2			8			17			27
Other (income) expense, net		(3)			4			(1)			4
Provision for income taxes, net		3			9			9			12
Other:
Impairment and other related net charges (1)		—			(1)			14			39
Restructuring charges (2)		—			—			65			31
Gain on debt extinguishment (3)		—			—			(100)			(96)
Adjusted EBITDA		$	92		$	(71)		$	306		$	(416)

Net revenue		$	3,114		$	3,101		$	12,003		$	12,218
Net loss margin		(5.6)		%	(11.3)		%	(6.1)		%	(10.9)		%
Adjusted EBITDA Margin		3.0		%	(2.3)		%	2.5		%	(3.4)		%

(1)	During the year ended December 31, 2023, we 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, we 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.
(2)	During the year ended December 31, 2023, we 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, we incurred $31 million of charges consisting primarily of one-time employee severance and benefit costs associated with the August 2022 workforce reductions.
(3)	During the year ended December 31, 2023, we 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, we 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.

The following table presents Adjusted EBITDA attributable to our segments, and the reconciliation of net income or loss to Adjusted EBITDA is presented in the preceding table:


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions)
Segment Adjusted EBITDA:
U.S.	$	131	$	11	$	444	$	(98)
International	(39)		(82)		(138)		(318)
Adjusted EBITDA	$	92	$	(71)	$	306	$	(416)

The following table presents a reconciliation of net cash provided by or used in operating activities to Free Cash Flow for each of the periods indicated:


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions)
Net cash provided by (used in) operating activities	$	158	$	98	$	349	$	(674)
Purchase of property and equipment	(47)		(50)		(148)		(186)
Site and software development costs	(49)		(67)		(203)		(272)
Free Cash Flow	$	62	$	(19)	$	(2)	$	(1,132)

A reconciliation of the numerator and denominator for diluted earnings or loss per share, the most directly comparable GAAP financial measure, to the numerator and denominator for Adjusted Diluted Earnings or Loss per Share, in order to calculate Adjusted Diluted Earnings or Loss per Share is as follows:


	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022

	(in millions, except per share data)
Numerator:
Numerator for basic and diluted loss per share - net loss	$	(174)	$	(351)	$	(738)	$	(1,331)



Adjustments to net loss

Equity-based compensation and related taxes	159		159		623		527
Provision for income taxes, net	3		9		9		12
Other:
Impairment and other related net charges	—		(1)		14		39
Restructuring charges	—		—		65		31
Gain on debt extinguishment	—		—		(100)		(96)
Numerator for Adjusted Diluted Loss per Share - Adjusted net loss	$	(12)	$	(184)	$	(127)	$	(818)

Denominator:
Denominator for basic and diluted loss per share - weighted-average number of shares of common stock outstanding	118		108		114		106








Denominator for Adjusted Diluted Loss per Share - Adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities	118		108		114		106
Diluted Loss per Share	$	(1.49)	$	(3.26)	$	(6.47)	$	(12.54)
Adjusted Diluted Loss per Share	$	(0.11)	$	(1.71)	$	(1.13)	$	(7.71)

Quarterly Financial Metrics (Unaudited)

The following tables set forth selected financial quarterly metrics and other financial and operations data for the eight quarters ended December 31, 2023:


	Three Months Ended
	December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022

	(in millions)
Segment Financial Metrics:
U.S. Net Revenue	$	2,710	$	2,572	$	2,785	$	2,415	$	2,686	$	2,440	$	2,796	$	2,542
U.S. Adjusted EBITDA	$	131	$	123	$	161	$	29	$	11	$	(51)	$	(28)	$	(30)
International Net Revenue	$	404	$	372	$	386	$	359	$	415	$	400	$	488	$	451
International Adjusted EBITDA	$	(39)	$	(23)	$	(33)	$	(43)	$	(82)	$	(73)	$	(80)	$	(83)

The following table reflects the reconciliation of net income or loss to Adjusted EBITDA for each of the periods indicated:


		Three Months Ended
		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022		March 31, 2022

		(in millions)
Net loss		$	(174)	$	(163)	$	(46)	$	(355)	$	(351)	$	(283)	$	(378)	$	(319)
Depreciation and amortization		105		106		102		104		101		94		91		85
Equity-based compensation and related taxes		159		146		167		151		159		123		133		112
Interest expense, net		2		5		5		5		8		5		6		8
Other expense (income), net		(3)		4		(3)		1		4		1		(1)		—
Provision (benefit) for income taxes, net		3		2		2		2		9		1		1		1
Other:
Impairment and other related net charges (1)		—		—		1		13		(1)		—		40		—
Restructuring charges (2)		—		—		—		65		—		31		—		—
Gain on debt extinguishment (3)		—		—		(100)		—		—		(96)		—		—
Adjusted EBITDA		$	92	$	100	$	128	$	(14)	$	(71)	$	(124)	$	(108)	$	(113)

(1)	During the year ended December 31, 2023, we 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, we 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.
(2)	During the year ended December 31, 2023, we 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, we incurred $31 million of charges consisting primarily of one-time employee severance and benefit costs associated with the August 2022 workforce reductions.
(3)	During the year ended December 31, 2023, we 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, we 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.

Cover Cover	Feb. 22, 2024
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	WAYFAIR INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36666
Entity Tax Identification Number	36-4791999
Entity Address, Address Line One	4 Copley Place
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02116
City Area Code	617
Local Phone Number	532-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	W
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001616707
Amendment Flag	false
Document Period End Date	Feb. 22, 2024