United States securities and exchange commission logo

                              November 10, 2022

       Jason Trevisan
       Chief Executive Officer
       CarGurus, Inc.
       2 Canal Park
       4th Floor
       Cambridge, MA 02141

                                                        Re: CarGurus, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 25,
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2022
                                                            Filed November 8,
                                                            File No. 001-38233

       Dear Jason Trevisan:

              We have reviewed your October 21, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 20, 2022 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Notes to Consolidated Financial Statements
       Note 2. Summary of Significant Accounting Policies
       Concentration of Credit Risk, page 76

   1.                                                   You state in response
to prior comment 2 that you do not release the title to vehicles until
                                                        successfully collecting
funds from the buying dealer. Clarify whether this is when funds
                                                        are received by the
payment processor or the company. Also, regarding your product
                                                        offerings, tell us
whether revenue is recognized before title is transferred to the buying
                                                        dealer and, if so, how
you determined transfer of control of the vehicle has occurred.
 Jason Trevisan
FirstName LastNameJason Trevisan
CarGurus, Inc.
Comapany 10,
November   NameCarGurus,
               2022       Inc.
Page 2    10, 2022 Page 2
FirstName LastName
Form 10-Q for the Quarterly Period Ended September 30, 2022
Notes to Unaudited Condensed Consolidated Financial Statements
Note 12. Segment and Geographic Information, page 17

2.       Please explain the following as it relates to the information provided
in your response to
         prior comment 4:

                Describe further the strategic discussions in the weekly
meetings with the Executive
              Team. While you state that these meetings are not intended for
the review of financial
              information, tell us whether financial information is ever
received by the CODM and
              discussed in the weekly Executive meetings and if so, provide us
a detailed
              description of such information.

                Tell us the purpose of the weekly one-on-one meetings with the
CODM   s direct
              reports, including whether goals and objectives are discussed. If
so, tell us whether
              these are financial or performance goals and explain how you
evaluate the progress
              towards meeting such goals.

                Describe in detail the financial information discussed in the
weekly one-on-one
              meetings between the CODM and the COO and CFO and how such
information is
              used and evaluated.

                Tell us whether you discuss resource allocations in these
weekly meetings and/or
              how these meetings inform the CODM   s consideration for making
              allocation decisions, even at a consolidated level.

                Tell us how the disaggregated GAAP and non-GAAP income
statement information
              for budget versus actual performance, which you distribute each
month to the
              CODM, Executive Team and Finance department, is used in assessing
              Also, explain how this information impacts any decisions related
to potentially
              acquiring additional equity interests in CarOffer and why
allocation of resources for
              this potential future investment is not considered in your
assessment of such

                Describe the financial information this is provided to the
Board of Directors for the
              quarterly meeting. Tell us whether the Board receives any
financial information
              between the quarterly meetings and if so, describe such
information and how often it
              is provided.

                Explain how the top-down and bottoms-up budgeting processes are
aligned. Tell
              us whether adjustments are made at the component level in order
to meet top-down
              targets or whether targets are adjusted to meet component
budgets, and who makes
              such adjustments.
 Jason Trevisan
FirstName LastNameJason Trevisan
CarGurus, Inc.
Comapany 10,
November   NameCarGurus,
               2022       Inc.
Page 3    10, 2022 Page 3
FirstName LastName
                Explain how you manage the budget to actual performance for the
              throughout the year. Specifically address the actions taken
should one of the
              components fail to meet their revenue or operating income budget
goals in a
              particular period.
3.       We note your response to prior comment 5 regarding the non-GAAP
measure of Adjusted
         EBTIDA for Wholesale and Product (combined). We also note the Adjusted
         attributable to redeemable noncontrolling interest measure and related
         included in the September 30, 2022 Form 10-Q. Please address the
following regarding
         these measures:

                Further explain the usefulness and relevance of these measures.
With regard to
              Adjusted EBTIDA for Wholesale and Product (combined), explain how
              performance measure addresses possible liquidity or dilution
implications for your
              potential acquisition of the remaining 49% interest in CarOffer.
In this regard, it is
              unclear how this current measure is correlated to the potential
purchase price to be
              determined in 2024 and why it is useful or relevant information
at this time.

                You refer to CarOffer's trailing 12 months EBITDA as of June
30, 2024 as calculated
              in accordance with defined terms and subject to the adjustments
set forth in the
              CarOffer Operating Agreement. Tell us where such calculation is
defined in the
              CarOffer Operating Agreement and clarify whether the measure
presented is
              calculated as defined in the Operating Agreement.

                You state on page 22 that you use Adjusted EBITDA attributable
to redeemable
              noncontrolling interest to evaluate your operating performance
and trends and make
              planning decisions. Explain why you evaluate a portion of
CarOffer that you do not
              own and how that information is useful to investors.

                Further explain how you determine and calculate the adjustments
in the measures. In
              this regard, you appear to exclude portions of certain expenses
and disclose that they
              are adjusted to reflect the noncontrolling shareholder's 38%
share of earnings and
              losses in CarOffer. Since the company owns 51% of CarOffer,
explain why the
              noncontrolling interest    share    is not 49% and provide any
Management's Discussion and Analysis of Financial Condition and Results of
Key Business Metrics, page 18

4.       We note from your response to prior comment 7 that you intend to
discontinue providing
         information regarding enrolled dealers and total transactions for the
CarOffer business
         from your earnings materials. It remains unclear how you determined
that metrics such as
         CarOffer enrolled dealers, total transactions and gross merchandise
value are not
         applicable for purposes of evaluating the CarOffer business. In this
regard, you refer to
 Jason Trevisan
CarGurus, Inc.
November 10, 2022
Page 4
      such measures qualitatively when explaining changes in revenue and cost
of revenue for
      your wholesale and product revenue streams. For example, in the June 30,
2022 Form 10-
      Q, you indicate that the increase in wholesale revenue and cost of
revenue was primarily
      due to an increase in transactions. In the current Form 10-Q, you
attribute the increase in
      product revenue and cost of revenue to an increases in IMCO transactions
and an increase
      in proceeds and buy fees received through IMCO transactions and the sale
of vehicles
      acquired in arbitration. As such it would seem that providing
quantitative information
      regarding the number of transactions, gross merchandise value, etc. would
be necessary
      to enhance a reader's understanding of your results of operations
discussion. Please
      explain further or provide us with the specific quantitative measures
that you intend to
      provide as it relates to the portion of your business that comprises
approximately 64% of
      total revenue to date in fiscal 2022.

5.    We note from your disclosures on page 50 that your Chief Financial
Officer resigned on
      October 3, 2022. You also state in Note 13 that Mr. Yann Gellot, the
      Accounting Officer, announced his intent to resign. It does not appear
that you have filed
      any Item 5.02 Forms 8-K to disclose these resignations. Please advise or
       You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any

FirstName LastNameJason Trevisan
                                                           Division of
Corporation Finance
Comapany NameCarGurus, Inc.
                                                           Office of Technology
November 10, 2022 Page 4
cc:       Javier Zamora
FirstName LastName