(Loss) Earnings per Share

6 Months Ended

Jun. 30, 2022

9. (Loss) Earnings per Share

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


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
	(in millions, except per share data)
Numerator:
Numerator for basic EPS - Net (loss) income	$	(378)	$	131	$	(697)	$	149
Effect of dilutive securities:
Interest expense associated with convertible debt instruments	—		9		—		9
Numerator for diluted EPS - net (loss) income available to common stockholders after the effect of dilutive securities	$	(378)	$	140	$	(697)	$	158
Denominator:
Denominator for basic EPS - weighted-average number of shares of common stock outstanding	105		104		105		103
Effect of dilutive securities:

Restricted stock units	—		3		—		4
Convertible debt instruments	—		15		—		12
Dilutive potential common shares	—		18		—		16
Denominator for diluted EPS - adjusted weighted-average number of shares of common stock outstanding after the effect of dilutive securities	105		122		105		119
(Loss) Earnings per Share:
Basic	$	(3.59)	$	1.26	$	(6.62)	$	1.44
Diluted	$	(3.59)	$	1.14	$	(6.62)	$	1.33

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


	Three months ended June 30,		Six months ended June 30,
	2022	2021	2022	2021
	(in millions)

Unvested restricted stock units	9	—	9	—
Shares related to convertible debt instruments	16	—	16	4
Total	25	—	25	4

Wayfair may settle conversions of the 2024 Notes, 2025 Notes and 2026 Notes in cash, shares of Wayfair’s Class A common stock or any combination thereof at its election. Wayfair will settle conversions of the 2022 Notes and 2025 Accreting Notes in shares. The Capped Calls are generally expected to reduce the potential dilution of Wayfair's Class A common stock upon any conversion of the Notes and/or offset the cash payments Wayfair is required to make in excess of the principal amount of the Notes upon conversion of the Notes to the extent the market price per share of Wayfair’s Class A common stock is greater than the strike price of the Capped Calls (which corresponds to the initial conversion prices of the Non-Accreting Notes, subject to certain adjustments under the terms of the Capped Calls), with such reduction and/or offset capped at the Initial Cap Price. As of June 30, 2022, the number of shares of Wayfair's Class A common stock potentially issuable at the respective conversion prices of the 2022 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2025 Accreting Notes, is 25,976 shares, 4,939,825 shares, 3,638,950 shares, 6,389,662 shares and 507,179 shares. Under the Capped Calls outstanding as of June 30, 2022, the maximum cash value obtainable of the 2022 Capped Calls, 2024 Capped Calls, 2025 Capped Calls and 2026 Capped Calls, if exercised at maturity, is $208 million, $510 million, $1.3 billion and $841 million.

For more information on the structure of the Notes and the Capped Calls, see Note 4, Debt and Other Financing.