CVNACarvana

We note your indentures contain restrictive covenants that limit your ability to pay dividends and make other distributions. Please tell us your consideration of the disclosures in Rule 4-08(e)(3)(ii) of Regulation S-X and providing the condensed financial information pursuant to Rules 5-04 and 12-04 of Regulation S-X.

In response to the Staff’s comment, the Company advises the Staff that it has considered the requirements of Rules 4-08(e)(3)(ii), 5-04, and 12-04 of Regulation S-X and can confirm to the Staff there are no restricted net assets created under the Senior Notes (as defined below). Therefore, the required notes to the financial statements promulgated by Rule 4-08(e)(3)(ii) of Regulation S-X are not applicable and the Schedule I - condensed financial information of registrant promulgated by Rule 5-04 of Regulation S-X is not required with regard to the Senior Notes.

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In making this determination, the Company considered the definition of restricted net assets as promulgated by Rule 1-02(dd) of Regulation S-X, which “may not be transferred to the parent company by subsidiaries in the form of loans, advances, or cash dividends without the consent of a third party (i.e. lender, regulatory agency, foreign government, etc.).”

Each of the indentures to the Company’s senior unsecured notes due October 1, 2025 (the “2025 Notes”), April 15, 2027 (the “2027 Notes”), October 1, 2028 (the “2028 Notes”), September 1, 2029 (the “2029 Notes”), and May 1, 2030 (the “2030 Notes,” and collectively the “Senior Notes”) contain restrictive covenants that limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain restrictions, pay dividends and make other distributions outside of the Company in respect of the Company’s capital stock. However, the Company’s Senior Notes indentures do not limit the ability of restricted subsidiaries to transfer funds to the Company in the form of loans, advances, or cash dividends. Sections 3.3 and 3.4, among others, of the indentures to the Company’s Senior Notes permit unlimited payments and distributions to be made from subsidiaries to the Company. As a result, disclosures pursuant to Rules 4-08(e)(3)(iii), 5-04, and 12-04 of Regulation S-X are not required with regard to the Senior Notes.

Exhibit 99.2, page 1

1.Your headline states that you have delivered the best quarter in company history for adjusted EBITDA and total gross profit per unit. Please revise future filings to present an equally prominent descriptive characterization of the comparable GAAP measure, net income. Refer to the guidance in Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Response: In response to the Staff’s comment, the Company advises the Staff that, to the extent the Company includes Adjusted EBITDA in future filings with the Commission, net income will be disclosed with a descriptive characterization of equal or greater prominence.

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Your headline states that you have delivered the best quarter in company history for adjusted EBITDA and total gross profit per unit. Please revise future filings to present an equally prominent descriptive characterization of the comparable GAAP measure, net income. Refer to the guidance in Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

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