Debt and Other Financing (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Outstanding Principal and Carrying Value

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

	June 30, 2022							December 31, 2021
Debt Instrument	Principal Amount		Unamortized Debt Discount			Net Carrying Amount		Principal Amount		Unamortized Debt Discount		Net Carrying Amount
	(in millions)
Revolving Credit Facility					$—	$	—					$	—
2022 Notes	$	3	$	—		$	3	$	3	$	—	$	3
2024 Notes	575		(5)			570		575		(6)		569
2025 Notes	1,518		(11)			1,507		1,518		(13)		1,505
2026 Notes	949		(9)			940		949		(9)		940
2025 Accreting Notes	37		—			37		36		(1)		35
Total Debt						$	3,057					$	3,052
Short-term debt (1)						$	3					$	—
Long-term debt						$	3,054					$	3,052

(1) Short-term debt consists of the 2022 Notes and is presented within other current liabilities in the consolidated balance sheets.

Schedule of Convertible Notes

The following table summarizes certain terms related to our 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
2022 Notes	September 1, 2022	0.375%	0.9%	March 1 and September 1
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

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
2022 Notes	September 1, 2022	June 1, 2022	9.6100	$104.06	September 8, 2020
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
2025 Accreting Notes	April 1, 2025	-	13.7931	$72.50	May 9, 2023

Schedule of Initial Terms for Capped Calls

The initial terms for the Capped Calls are presented below:

Capped Calls	Maturity Date	Initial Cap Price	Cap Price Premium
2022 Capped Calls	September 1, 2022	$154.16	100%
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%