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                             March 20, 2024

       Elizabeth Coddington
       Chief Financial Officer
       Peloton Interactive, Inc.
       441 Ninth Avenue, Sixth Floor
       New York , New York, 10001

                                                        Re: Peloton
Interactive, Inc.
                                                            Form 10-K for the
Fiscal Year Ended June 30, 2023
                                                            File No. 001-39058

       Dear Elizabeth Coddington:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Fiscal Year Ended June 30, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Non-GAAP Financial Measures
       Adjusted EBITDA, page 57

   1.                                                   Please address the
following comments related to your Adjusted EBITDA presentation:

                                                              Provide us with
additional information regarding the "Supplier settlements"
                                                            adjustment,
including the nature and key terms of the underlying agreements. Clarify
                                                            if you enter into
purchase agreements with all material suppliers and if settlement
                                                            terms and amounts
are stipulated in your contracts or separately negotiated on an as
                                                            needed basis.

                                                              We note your
disclosure on page 56 regarding the nature of the "Litigation and
                                                            settlement expense"
items considered "outside of the ordinary course of business."
                                                            Provide us with
additional information regarding the nature of the items included in
                                                            this adjustment for
all periods presented. Specifically address how you determined
 Elizabeth Coddington
FirstName  LastNameElizabeth Coddington
Peloton Interactive, Inc.
Comapany
March      NamePeloton Interactive, Inc.
       20, 2024
March2 20, 2024 Page 2
Page
FirstName LastName
              that all components, such as patent infringement and consumer
arbitration
              matters, are outside the ordinary course of your business. Also
clarify how you assess
              and segregate items for classification between the litigation
adjustment and the
              product recall adjustment.

                In regards to your "Product recall related matters" adjustment,
provide us with
              a history of any material product recalls and explain how you
determine which
              product recall costs to include. If all costs related to product
recalls have been
              removed in your non-GAAP presentation for all periods presented,
tell us how you
              determined such treatment was appropriate. Specifically address
why you believe it is
              appropriate to exclude revenue adjustments related to actual and
estimated returns.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Cost of Revenue, page 77

2.       We note that classify costs associated with content creation within
subscription cost of
         revenues. Citing authoritative accounting guidance, please tell us and
disclose, to the
         extent applicable, your accounting policy for content creation costs,
including the criteria
         for capitalization and amortization lives and methods.
3. Revenue, page 81

3.       Please address the following comments related to your revenue
recognition policies and
         disclosures:

                We note your disclosure on page 82 that you offer customers the
option to purchase
              third-party extended warranty and service contracts that are
recognized on a gross
              basis over the extended warranty coverage period. Please tell us
how you considered
              the guidance in ASC 606, including ASC 606-10-55-36 through -40,
in determining
              that the revenues should be recognized on a gross basis over time
as opposed to on a
              net basis at the time the contracts are sold. In doing so,
describe to us the
              pertinent terms of and parties involved with these extended
warranties, including the
              nature of any third-party insurance companies, underwriters
and/or administrative
              firms.

                Tell us the amount of warranty and service revenues recognized
during the periods
              presented and the consideration you gave to disclosing such
amounts pursuant to
              ASC 606-10-50-5 and/or ASC 280-10-50-40. To the extent that
warranty revenues
              contributed disproportionately, and materially, to your income
compared to your
              other revenue streams, please advise.
12. Debt, page 91

4.       Considering your Term Loan is interest-bearing, tell us why the
interest expense table on
 Elizabeth Coddington
Peloton Interactive, Inc.
March 20, 2024
Page 3
         page 94 does not reflect interest related to your borrowing rates.
13. Commitments and Contingencies
Legal and Regulatory Proceedings, page 95

5.       We note your disclosure that there can be no assurance that your legal
proceedings, either
         individually or in the aggregate, will not have a material adverse
effect on your business,
         results of operations, financial condition or cash flows. To the
extent it is reasonably
         possible you will incur losses in excess of recorded accruals related
to your contingencies,
         please provide the applicable disclosures required by ASC 450-20-50-3
through -4,
         including the amount or range of reasonably possible losses in excess
of recorded
         amounts. If an estimate of reasonably possible additional losses can
be made and that
         amount, both for each individual matter and in the aggregate, is not
material to your
         consolidated financial position, results of operations or cash flows,
we will not object to a
         statement to that effect. Alternatively, if no amount of loss in
excess of recorded accruals
         is believed to be reasonably possible, please state this in your
disclosure. Although we
         recognize that there are a number of uncertainties and potential
outcomes associated with
         loss contingencies, please note that ASC 450 does not require
estimation of a reasonably
         possible range of loss with precision or certainty.
15. Equity-Based Compensation, page 97

6.       Please provide the disclosures required by ASC 718-10-50-2(a)(1-2) for
all stock-based
         awards.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Charles Eastman at 202-551-3794 or Andrew Blume at
202-551-3254 with
any questions.



FirstName LastNameElizabeth Coddington                         Sincerely,
Comapany NamePeloton Interactive, Inc.
                                                               Division of
Corporation Finance
March 20, 2024 Page 3                                          Office of
Manufacturing
FirstName LastName