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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

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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

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Peloton Interactive, Inc.
March 20, 2024
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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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing