Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40115 | ||
Entity Registrant Name | COUPANG, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-2810505 | ||
Entity Address, Address Line One | 720 Olive Way, Suite 600 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 333-3839 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | CPNG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13,026,363,645 | ||
Documents incorporated by reference | Portions of the Registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended December 31, 2022. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001834584 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,599,440,554 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 174,802,990 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Samil PricewaterhouseCoopers |
Auditor Location | Seoul, Republic of Korea |
Auditor Firm ID | 1103 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total net revenues | $ 20,582,615 | $ 18,406,372 | $ 11,967,339 |
Cost of sales | 15,872,742 | 15,455,244 | 9,981,102 |
Operating, general and administrative | 4,821,892 | 4,445,090 | 2,502,231 |
Total operating cost and expenses | 20,694,634 | 19,900,334 | 12,483,333 |
Operating loss | (112,019) | (1,493,962) | (515,994) |
Interest income | 52,798 | 8,645 | 10,991 |
Interest expense | (27,169) | (45,358) | (107,762) |
Other (expense) income, net | (6,715) | (10,913) | 149,900 |
Loss before income taxes | (93,105) | (1,541,588) | (462,865) |
Income tax (benefit) expense | (1,063) | 1,002 | 292 |
Net loss | (92,042) | (1,542,590) | (463,157) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | (92,734) |
Net loss attributable to Class A and Class B common stockholders | $ (92,042) | $ (1,542,590) | $ (555,891) |
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (0.05) | $ (1.08) | $ (19.16) |
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (0.05) | $ (1.08) | $ (19.16) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,764,598 | 1,423,887 | 29,012 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,764,598 | 1,423,887 | 29,012 |
Net retail sales | |||
Total net revenues | $ 18,338,177 | $ 16,487,975 | $ 11,045,096 |
Net other revenue | |||
Total net revenues | $ 2,244,438 | $ 1,918,397 | $ 922,243 |
Statement of Comprehensive Inco
Statement of Comprehensive Income (Statement) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (92,042) | $ (1,542,590) | $ (463,157) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | 8,741 | 40,844 | (20,730) |
Actuarial gain (loss) on defined severance benefits, net of tax | 41,217 | (57,490) | (18,005) |
Total other comprehensive income (loss) | 49,958 | (16,646) | (38,735) |
Comprehensive loss | $ (42,084) | $ (1,559,236) | $ (501,892) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 3,509,334 | $ 3,487,708 |
Restricted cash | 176,316 | 319,800 |
Accounts receivable, net | 184,463 | 175,350 |
Inventories | 1,656,851 | 1,421,501 |
Prepaids and other current assets | 303,166 | 232,447 |
Total current assets | 5,830,130 | 5,636,806 |
Long-term restricted cash | 1,624 | 2,839 |
Property and equipment, net | 1,819,945 | 1,347,531 |
Operating lease right-of-use assets | 1,405,248 | 1,374,629 |
Long-term lease deposits and other | 455,956 | 280,029 |
Total assets | 9,512,903 | 8,641,834 |
Liabilities and stockholders' equity | ||
Accounts payable | 3,622,332 | 3,442,720 |
Accrued expenses | 298,869 | 304,293 |
Deferred revenue | 92,361 | 93,972 |
Short-term borrowings | 175,403 | 7,811 |
Current portion of long-term debt | 128,936 | 341,717 |
Current portion of long-term operating lease obligations | 325,924 | 287,066 |
Other current liabilities | 418,681 | 266,709 |
Total current liabilities | 5,062,506 | 4,744,288 |
Long-term debt | 537,880 | 283,190 |
Long-term operating lease obligations | 1,233,680 | 1,201,277 |
Defined severance benefits and other | 264,924 | 237,122 |
Total liabilities | 7,098,990 | 6,465,877 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity | ||
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,597,804,374 and 1,579,399,667 shares issued and outstanding as of December 31, 2022 and 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of December 31, 2022 and 2021 | 177 | 175 |
Additional paid-in capital | 8,154,076 | 7,874,038 |
Accumulated other comprehensive income (loss) | 2,219 | (47,739) |
Accumulated deficit | (5,742,559) | (5,650,517) |
Total stockholders' equity | 2,413,913 | 2,175,957 |
Total liabilities and stockholders' equity | $ 9,512,903 | $ 8,641,834 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000,000 | |
Common stock, shares outstanding (in shares) | 1,597,804,374 | 1,579,399,667 |
Common stock, shares issued (in shares) | 1,597,804,374 | |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 250,000,000 | |
Common stock, shares outstanding (in shares) | 174,802,990 | 174,802,990 |
Common stock, shares issued (in shares) | 174,802,990 | 174,802,990 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Units | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable convertible preferred units |
Beginning balance (in shares) at Dec. 31, 2019 | 1,348,313 | ||||||
Beginning balance at Dec. 31, 2019 | $ 3,468,554 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Repurchase of preferred units (in shares) | (18,848) | ||||||
Repurchase of preferred units | $ (2,943) | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 1,329,465 | ||||||
Ending balance at Dec. 31, 2020 | $ 3,465,611 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 70,702 | 0 | |||||
Common units, beginning balance at Dec. 31, 2019 | $ 0 | ||||||
Beginning balance at Dec. 31, 2019 | $ (3,532,912) | $ 0 | $ 25,036 | $ 7,642 | $ (3,565,590) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (463,157) | (463,157) | |||||
Foreign currency translation adjustments, net of tax | (20,730) | (20,730) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | (18,005) | (18,005) | |||||
Issuance of common units, equity-based compensation plan (in shares) | 35,800 | ||||||
Issuance of common units, equity-based compensation plans | 28,613 | $ 28,613 | |||||
Repurchase of common units (in shares) | (680) | ||||||
Repurchase of common units | (1,366) | $ (1,366) | |||||
Repurchase of preferred units | (92,734) | (13,554) | (79,180) | ||||
Equity-based compensation | 31,429 | $ 31,429 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 105,822 | 0 | |||||
Common units, ending balance at Dec. 31, 2020 | $ 45,122 | ||||||
Ending balance at Dec. 31, 2020 | (4,068,862) | $ 0 | 25,036 | (31,093) | (4,107,927) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares) | (1,329,465) | ||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock | $ (3,465,611) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (1,542,590) | (1,542,590) | |||||
Foreign currency translation adjustments, net of tax | 40,844 | 40,844 | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | (57,490) | (57,490) | |||||
Issuance of common units, equity-based compensation plan (in shares) | 22,901 | 0 | |||||
Issuance of common units, equity-based compensation plans | 38,968 | $ 38,968 | $ 0 | 0 | |||
Equity-based compensation | 2,974 | $ 2,974 | 0 | ||||
Conversion of common units into Class A and Class B common stock (in shares) | 128,723 | 128,648 | |||||
Conversion of common units into Class A and Class B common stock | 0 | $ (87,064) | $ 13 | 87,051 | |||
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares) | 1,329,465 | ||||||
Conversion of redeemable convertible preferred units into Class A and Class B common stock | 3,465,611 | $ 133 | 3,465,478 | ||||
Issuance of Class A common stock, net of underwriting discounts and offering costs (in shares) | 100,000 | ||||||
Issuance of Class A common stock, net of underwriting discounts and offering costs | 3,416,819 | $ 10 | 3,416,809 | ||||
Conversion of convertible notes into Class A common stock | 171,750 | ||||||
Conversion of convertible notes into Class A common stock | 609,999 | $ 17 | 609,982 | ||||
Issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO (in shares) | 11,861 | ||||||
Issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO | 23,313 | $ 1 | 23,312 | ||||
Issuance of common stock upon settlement of RSUs subsequent to Corporate Conversion and IPO (in shares) | 12,479 | ||||||
Issuance of common stock upon settlement of RSUs subsequent to Corporate Conversion and IPO | 0 | $ 1 | (1) | ||||
Equity-based compensation subsequent to Corporate Conversion and IPO | 246,371 | 246,371 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 1,754,203 | |||||
Common units, ending balance at Dec. 31, 2021 | $ 0 | ||||||
Ending balance at Dec. 31, 2021 | 2,175,957 | $ 175 | 7,874,038 | (47,739) | (5,650,517) | ||
Ending balance (in shares) at Dec. 31, 2022 | 0 | ||||||
Ending balance at Dec. 31, 2022 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (92,042) | (92,042) | |||||
Foreign currency translation adjustments, net of tax | 8,741 | 8,741 | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 41,217 | 41,217 | |||||
Equity-based compensation | 262,266 | 262,266 | |||||
Issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO (in shares) | 8,685 | ||||||
Issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO | 17,774 | $ 2 | 17,772 | ||||
Issuance of common stock upon settlement of restricted stock units | 9,719 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 1,772,607 | |||||
Common units, ending balance at Dec. 31, 2022 | $ 0 | ||||||
Ending balance at Dec. 31, 2022 | $ 2,413,913 | $ 177 | $ 8,154,076 | $ 2,219 | $ (5,742,559) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (92,042) | $ (1,542,590) | $ (463,157) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 230,965 | 201,480 | 127,519 |
Provision for severance benefits | 161,224 | 128,214 | 71,328 |
Equity-based compensation | 262,266 | 249,345 | 31,331 |
Paid-in-kind interest and accretion of discount on convertible notes | 0 | 20,148 | 91,035 |
Revaluation of derivative instrument | 0 | 0 | (149,830) |
Inventory and fixed asset losses due to fulfillment center fire | 0 | 284,825 | 0 |
Non-cash operating lease expense | 309,670 | 258,965 | 154,739 |
Non-cash others | 111,768 | 57,978 | 55,176 |
Change in operating assets and liabilities: | |||
Accounts receivable, net | (33,827) | (120,206) | (4,312) |
Inventories | (367,034) | (527,959) | (504,294) |
Other assets | (289,375) | (178,383) | (172,576) |
Accounts payable | 444,402 | 728,488 | 1,065,850 |
Accrued expenses | 7,201 | 206,597 | 50,835 |
Other liabilities | (179,779) | (177,480) | (52,090) |
Net cash provided by (used in) operating activities | 565,439 | (410,578) | 301,554 |
Investing activities | |||
Purchases of property and equipment | (824,262) | (673,663) | (484,630) |
Proceeds from sale of property and equipment | 13,182 | 1,864 | 507 |
Other investing activities | (37,174) | (3,726) | (36,531) |
Net cash used in investing activities | (848,254) | (675,525) | (520,654) |
Financing activities | |||
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts | 0 | 3,431,277 | 0 |
Deferred offering costs paid | 0 | (11,618) | 0 |
Repurchase of common units and preferred units | 0 | 0 | (97,043) |
Proceeds from issuance of common stock/units, equity-based compensation plan | 17,774 | 62,281 | 28,613 |
Proceeds from short-term borrowings | 177,249 | 24,722 | 144,740 |
Proceeds from long-term debt, net of issuance costs | 523,529 | 408,932 | 142,170 |
Repayment of short-term borrowings | (21,053) | (166,023) | (2,983) |
Repayment of long-term debt | (446,376) | (169,575) | (35,141) |
Net short-term borrowings and other financing activities | (3,771) | (3,146) | (1,854) |
Net cash provided by financing activities | 247,352 | 3,576,850 | 178,502 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (87,610) | (81,702) | 70,365 |
Net (decrease) increase in cash and cash equivalents, and restricted cash | (123,073) | 2,409,045 | 29,767 |
Cash and cash equivalents, and restricted cash, as of beginning of period | 3,810,347 | 1,401,302 | 1,371,535 |
Cash and cash equivalents, and restricted cash, as of end of period | $ 3,687,274 | $ 3,810,347 | $ 1,401,302 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business Coupang, Inc. (“Coupang” or the “Parent”), together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through our mobile applications and Internet websites, we offer products and services that span a wide range of categories, including home goods and décor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, everyday consumables, travel, restaurant order and delivery, content streaming, and advertising, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. We are headquartered in the United States, with operations and support services performed in markets including South Korea, Japan, Taiwan, Singapore, and China. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. Segment Information In March 2022, we revised our reportable segments which led to the following two reportable segments: Product Commerce and Developing Offerings. Refer to Note 3 — "Segment Reporting" for additional information. Initial Public Offering On March 15, 2021, we completed our initial public offering (“IPO”) in which we issued and sold 100,000,000 shares of our Class A common stock at a price of $35.00 per share. We received net proceeds of approximately $3.4 billion from the IPO after deducting underwriting discounts of $69 million and other offering costs. Immediately prior to effectiveness of our IPO registration statement on Form S-1, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed our name to Coupang, Inc. (“Corporate Conversion”). For additional information related to our Corporate Conversion and IPO, see Note 14 — "Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)" and Note 15 — "Convertible Notes and Derivative Instrument." Foreign Currency Our functional currency, including that of the Parent, is the United States dollar (“U.S. dollar”). The Korean Won is the local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into U.S. dollars at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into U.S. dollars using average rates that approximate those in effect during the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity and in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the consolidated statements of cash flows. Transaction gains and losses are included in “Other (expense) income, net” in the consolidated statements of operations. Revenue Recognition We recognize revenues on the amount of expected consideration it will receive, which incorporates reductions for estimated returns, promotional discounts, and earned loyalty rewards. Revenue excludes amounts collected on behalf of third parties, such as value added taxes. Historical experience is used to estimate returns at the time of sale at a portfolio level using the expected value method. We include these amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur and updates as additional information becomes available. For revenue contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We primarily determine stand-alone selling prices based on the prices charged to customers. Net Retail Sales Retail sales are earned from our online product sales to consumers. Retail revenue is recognized when control of the goods is transferred to the customer, which occurs upon delivery to the customer. Net Other Revenue Net other revenue includes commissions earned from merchants that sell their products through our online business. We are not the seller of record in these transactions, nor do we take possession or control of the related inventory. Although we process and collect the entire amount of these transactions, we record revenue on the net commission because we are acting as an agent. The revenue is recognized when the order is completed and transmitted to the third-party merchant. Net other revenue also includes consideration from our online restaurant ordering and delivery services, performed by us, as well as advertising services provided on our website and mobile applications. Revenues from online restaurant ordering and delivery are recognized when we deliver the order. Advertising revenue is recognized as ads are delivered over a period of time or based on number of clicks and impressions. We offer a subscription service to our Rocket WOW membership program, which provides customers with access to benefits such as access to Rocket Fresh, no minimum spend for Rocket Delivery, free shipping on returns and access to content streaming. Subscription benefits represent a single, stand-ready obligation and revenue from subscription fees are recognized over the subscription period. Deferred Revenue Deferred revenue primarily relates to retail sales and is recorded when payments are received in advance of delivery to customers. Deferred revenue is generally recognized as revenue in the following month when delivery is made to customers. Discount Coupons and Loyalty Rewards For discount coupons or loyalty rewards offered as part of revenue transactions, we defer a portion of the revenue based on the estimated standalone selling price of the discount coupons or loyalty rewards earned and recognize the revenue as they are redeemed in future transactions or when they expire. Discount coupons and loyalty rewards expire after six months and are generally redeemed within six months from issuance and therefore, breakage is not significant. We also issue discount coupons or loyalty rewards that are not earned in conjunction with the purchase of a product as part of our marketing activities. This is not a performance obligation and is recognized as a reduction of the transaction price when rendered by the customer. Cost of Sales Cost of sales are primarily comprised of the purchase price of products sold to customers where we record revenue gross, and includes logistics center costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, and delivery service costs from our restaurant delivery business, primarily where we are the delivery service provider, as well as depreciation and amortization. Payments from Suppliers We receive consideration from suppliers for various programs, including rebates, incentives, and discounts, as well as advertising services provided on our website and mobile applications. We generally record these amounts received from suppliers to be a reduction of the prices we pay for their goods, and a subsequent reduction in cost of sales as the inventory is sold. Operating, General and Administrative Expenses Operating, general and administrative expenses include all our operating costs, excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributable to receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing fees, costs related to the design, execution and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization. Advertising expenses, which are expensed as incurred, were $605 million, $433 million, and $128 million for 2022, 2021 and 2020, respectively. Equity-Based Compensation We account for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. We determine the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. Restricted Stock Units We previously granted restricted equity units (“REUs”) under our 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. The performance condition was satisfied at the time of the IPO, and we recorded cumulative equity-based compensation expense for the awards based on the service-based conditions. The fair value of the REUs were estimated based on the fair market value of our common units on the date of grant. In connection with our Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). We have subsequently granted RSUs that generally vest upon the satisfaction of a service-based condition as defined in our 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis for RSUs with service only vesting conditions. Stock Options We previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with our Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. Expected volatility is based on historical volatility of the stock of industry peers. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. Defined Severance Benefits We accrue severance benefits for employees of our Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate. We recognize the defined severance benefits obligation in the consolidated balance sheets with a corresponding adjustment to operating expenses and “Accumulated other comprehensive income (loss)”. The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i) discount rates; (ii) salary growth rates; and (iii) certain employee-related factors, such as turnover, retirement age and mortality. We review our actuarial assumptions and make modifications to the assumptions based on current rates and trends when appropriate. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our deferred tax assets are recorded net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of our deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future projected taxable income, along with other positive and negative evidence in assessing the realizability of our deferred tax assets. Decreases to valuation allowances are recorded as reductions to our income tax expense and increases to valuation allowances result in additional expense for income taxes. Global Intangible Low-taxed Income (“GILTI”) provisions are applied, providing for incremental tax on foreign income. We have made the policy election to record any liability associated with GILTI in the period in which it is incurred. We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that has a likelihood of greater than 50 percent of being realized upon ultimate settlement. Net Loss Attributable to Common Stockholders We compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period. Our basic and diluted net loss per share are the same because we have generated net loss to common stockholders. Cash and Cash Equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. (in thousands) 2022 2021 2020 Supplemental disclosure of cash-flow information Cash paid for income taxes, net of refunds $ 5,911 $ 2,588 $ 857 Cash paid for interest $ 19,336 $ 21,465 $ 23,658 Non-cash investing and financing activities (Decrease) increase in property and equipment-related accounts payable $ (67,665) $ 45,205 $ 48,236 Conversion of common units into Class A and Class B common stock $ — $ 87,064 $ — Conversion of redeemable convertible preferred units into Class A and Class B common stock $ — $ 3,465,611 $ — Conversion of convertible notes into Class A common stock $ — $ 609,999 $ — Restricted Cash Restricted cash primarily consists of certain cash pledged as collateral for loan facility agreements, cash on deposit designated for interest and principal debt repayments, as well as cash on deposit pledged as collateral for potential refunds on transactions with customers or future payments to suppliers. Restricted cash with remaining restrictions of one year or less are classified as current on the consolidated balance sheets. Accounts Receivable, Net Accounts receivable, net are stated at their carrying value, net of allowance for credit losses based on lifetime expected losses. Accounts receivable balances are primarily trade receivables due from payment gateway providers, customers, suppliers and sellers, net of estimated allowances for credit losses. Amounts included in accounts receivable, or collected from payment gateway providers, to be remitted to merchants are included in accounts payable. Receivables from suppliers and sellers primarily relate to advertising activities. We estimate the allowance for credit losses based upon historical experience, the age and delinquency rates of receivables and credit quality, as well as economic and regulatory conditions combined with reasonable and supportable management forecasts of collectability and other economic factors over the lifetime of the receivables. We write off accounts against the allowance for credit losses when they are deemed to be uncollectible. As of December 31, 2022 and 2021, net receivables from customers and sellers were $64 million and $90 million, respectively. The allowance amounts were immaterial for all periods presented. Inventories Our inventories, which consist of products available for sale, are accounted for using the weighted average cost method, and are stated at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories. Property and Equipment, Net Property and equipment, net are stated at historical cost, less accumulated depreciation and amortization. Property and equipment primarily includes buildings and structures, land, leasehold improvements, furniture, internal-use software, vehicles, information technology equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the respective asset categories. Depreciation and amortization expense is classified within the corresponding operating expense categories on the consolidated statements of operations. Maintenance and repairs are charged to operating expenses as incurred. Fulfillment Center Fire In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (“FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $138 million were recognized in “Cost of sales” and “Operating, general and administrative”, respectively, in 2021. While we are insured on property losses from the FC Fire, investigations surrounding the fire continue. In December 2022, we received a refundable insurance cash advance payment of $79 million, which is included within other current liabilities. We have not recognized any insurance benefit in our consolidated statements of operations to date. Whether and to what extent the advance will become non-refundable or additional proceeds will be received is currently unknown. Leases We determine if an arrangement is or contains a lease at contract inception. Leases with contractual terms greater than twelve months are classified as either operating or finance. Leases with an initial contractual term of twelve months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. When we have the option to extend the term or terminate the lease before the contractual expiration date, and it is reasonably certain that we will exercise the option, we consider these options in determining the lease term. For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use (“ROU”) asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Our leases may include variable payments based on measures that include, but are not limited to, changes in price indices or market rates, which are expensed as incurred. Lease obligations are recognized at the present value of the fixed lease payments, reduced by landlord incentives, using a discount rate based on our incremental borrowing rate at lease inception. Our incremental borrowing rate is based on a credit-adjusted risk-free rate at commencement date, which best approximates a secured rate over a similar term of lease. Lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments. Operating lease ROU assets are presented as “Operating lease right-of-use assets” on the consolidated balance sheets. The current portion of operating lease liabilities is presented as “Current portion of long-term operating lease obligations” and the long-term portion is presented separately as “Long-term operating lease obligations” on the consolidated balance sheets. Finance lease ROU assets, which are immaterial, are included in “Property and equipment, net” with the associated portions included in “Other current liabilities” and “Defined severance benefits and other” on the consolidated balance sheets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset’s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. No impairment losses were recorded for 2022, 2021, and 2020. Fair Value of Financial Instruments Our primary financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable, short-term borrowings, and long-term debt. The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, short-term borrowings, and accrued expenses approximate fair value due to their short maturities. Refer to Note 9 — "Fair Value Measurement" for further information. Concentration of Credit Risk Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 70% and 77% were held at three and four financial institutions as of December 31, 2022 and 2021, respectively. Our gross accounts receivable includes amounts concentrated with three and one payment processing companies representing 41% and 14% of gross accounts receivable as of December 31, 2022 and 2021, respectively. Recent Accounting Pronouncements Adopted We adopted ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)” effective January 1, 2022. The adoption of the ASU did not have a material impact on our consolidated financial statements. We adopted ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” effective January 1, 2023. The adoption of the ASU did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Yet To Be Adopted In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures. These condensed Parent company-only financial statements have been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto of Coupang, Inc. and subsidiaries included in Part II, Item 8 of this Form 10-K. The Parent’s significant accounting policies are consistent with those described in Note 1 — "Description of Business and Summary of Significant Accounting Policies" in Part II, Item 8, except that all subsidiaries are accounted for as equity method investments. Certain subsidiaries in Korea hold various licenses and/or are regulated by governmental requirements. As a result, the ability of these subsidiaries to pay dividends or loan money to our Parent company is restricted due to terms which require the subsidiaries to meet certain financial covenants, including maintaining a positive net equity balance; having a minimum percentage of its total assets in low-risk, cash-like assets; and maintaining a minimum current asset to current liability ratio. In addition, the Parent has certain regulatory restrictions that only allow dividend payments to be made while maintaining a positive net equity balance or if dividends are paid out of the current years' income, if any. |
Net Revenues
Net Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenues | Net Revenues Details of total net revenues were as follows: (in thousands) 2022 2021 2020 Net retail sales $ 18,338,177 $ 16,487,975 $ 11,045,096 Third-party merchant services 1,869,495 1,695,422 789,557 Other revenue 374,943 222,975 132,686 Total net revenues $ 20,582,615 $ 18,406,372 $ 11,967,339 This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from online product sales to consumers. Third-party merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through our online business. Other revenue includes revenue earned from our Rocket WOW membership program and various other offerings. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. On March 2, 2022, we announced that our reportable segments were revised to reflect the way we manage our business and to promote improved visibility to our business performance. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. Prior to this change, we operated in one operating and one reportable segment. Product Commerce primarily includes core retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea, and from commissions earned from merchants that sell products through our mobile application and website. Developing Offerings primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service, Coupang Play, our online content streaming service, fintech, certain international initiatives, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services provided on our mobile applications and websites. Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations. We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, we do not report asset information by segment. Results of operations for the reportable segments and reconciliation to loss before income taxes is as follows: (in thousands) 2022 2021 2020 Net revenues Product Commerce $ 19,954,594 $ 17,837,717 $ 11,873,246 Developing Offerings 628,021 568,655 94,093 Total net revenues $ 20,582,615 $ 18,406,372 $ 11,967,339 Segment adjusted EBITDA Product Commerce $ 605,838 $ (360,896) $ (263,294) Developing Offerings (224,626) (386,740) (93,850) Total segment adjusted EBITDA $ 381,212 $ (747,636) $ (357,144) Reconciling items: Depreciation and amortization (230,965) (201,480) (127,519) Equity-based compensation (262,266) (249,345) (31,331) Interest expense (27,169) (45,358) (107,762) Interest income 52,798 8,645 10,991 Other (expense) income, net (6,715) (10,913) 149,900 Fulfillment center fire losses — (295,501) — Loss before income taxes $ (93,105) $ (1,541,588) $ (462,865) |
Equity-based Compensation Plans
Equity-based Compensation Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based Compensation Plans | Equity-based Compensation Plans The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards (or the cash equivalent thereof). The number of shares of our Class A common stock reserved for issuance under the 2021 Plan will be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by our board of directors. Following the increase, the maximum number of shares of our Class A common stock that may be issued under the 2021 Plan is 302,813,864 shares. As of December 31, 2022, we have 220,779,743 shares of common stock available for future issuance to employees. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares become available for future grant under the 2021 Plan if they were issued under stock awards under the 2021 Plan and we repurchase them or they are forfeited. RSUs RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee at each vesting date. For the RSUs with the performance condition satisfied upon the completion of our IPO, we recorded $41 million in equity-based compensation expense for 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards will be recorded over the remaining requisite service period. As of December 31, 2022, we had $539 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.6 years, net of estimated forfeitures. The table below summarizes our RSU activity: Outstanding RSUs (in thousands, except unit price) Number of RSUs Weighted Average Grant-Date Fair Value December 31, 2021 23,511 $ 23.80 Granted 29,696 17.24 Vested (9,719) 22.30 Forfeited / cancelled (8,310) 21.22 December 31, 2022 35,178 $ 19.29 The following information is provided for our RSUs: (in thousands, except unit price) 2022 2021 2020 Weighted average grant-date fair value of RSUs granted $ 17.24 $ 32.17 $ 7.06 Fair value of RSUs at vesting $ 180,770 $ 412,669 $ 14,649 Stock Options Our stock options are granted with exercise prices equal to the estimated fair value of the common shares at the date of grant. The stock options generally expire ten years from the grant date. The total unrecognized compensation expense related to unvested stock options was $11 million, which will be recognized over the weighted-average remaining service period of approximately 1.3 years, net of estimated forfeitures. The table below summarizes our stock option activity: Outstanding Options (in thousands, except unit price) Number Weighted Weighted-Average Aggregate Intrinsic Value December 31, 2021 31,635 $ 5.15 6.94 $ 766,531 Forfeited / cancelled (965) $ 2.27 Exercised (8,685) $ 2.05 December 31, 2022 21,985 $ 6.50 5.90 $ 192,001 Exercisable as of December 31, 2022 13,932 $ 6.11 5.71 $ 126,509 Expected to vest as of December 31, 2022 7,403 $ 7.60 6.18 $ 57,448 The fair value of stock options is estimated on the grant date with the following assumptions: 2021 2020 Weighted-average expected term (years) 4.27 6.15 Weighted-average expected volatility 70% 66% Expected dividend yield — — Risk-free interest rate 0.62% 0.34% - 1.68% The following information is provided for our stock options: (in thousands, except unit price) 2022 2021 2020 Weighted average grant-date fair value of stock options granted $ — $ 16.46 $ 1.57 Intrinsic fair value of stock options exercised $ 131,480 $ 675,935 $ 44,076 Equity-based Compensation Expense The following table presents the effects of equity-based compensation in the consolidated statements of operations: (in thousands) 2022 2021 2020 Cost of sales $ 15,925 $ 10,981 $ 620 Operating, general and administrative 246,341 238,364 30,711 Total $ 262,266 $ 249,345 $ 31,331 |
Defined Severance Benefits
Defined Severance Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Severance Benefits | Defined Severance Benefits Changes in defined severance benefits obligation were as follows: (in thousands) 2022 2021 Beginning balance, January 1 $ 283,032 $ 164,573 Current service cost 143,354 120,784 Interest cost 8,169 2,869 Actuarial (gains) losses (31,515) 52,528 Payments from plans (81,097) (49,712) Plan changes — 10,263 Cumulative effects of foreign currency translation (17,471) (18,273) Ending balance, December 31 $ 304,472 $ 283,032 Current $ 78,365 $ 76,368 Noncurrent $ 226,107 $ 206,664 The accumulated benefit obligation for all defined severance benefits was $225 million and $210 million as of December 31, 2022 and 2021, respectively. Net periodic cost consists of the following: (in thousands) 2022 2021 2020 Current service costs $ 143,354 $ 120,784 $ 70,019 Interest cost 8,169 2,869 1,310 Amortization of: Prior service cost 3,382 90 — Net actuarial loss 6,319 4,471 140 Net periodic benefit cost $ 161,224 $ 128,214 $ 71,469 The principal actuarial assumptions used to determine defined severance benefits obligation were as follows: December 31, 2022 December 31, 2021 Discount rates 5.10% – 5.30% 2.70% – 3.00% Salary growth rates 5.00% – 8.00% 5.00% – 5.24% The principal actuarial assumptions used to determine the net periodic cost were as follows: 2022 2021 2020 Discount rates 2.70 % – 3.00 % 1.73 % – 2.57 % 1.74 % – 2.45 % Salary growth rates 5.00 % – 5.24 % 1.48 % – 5.00 % 1.51 % – 5.00 % The expected maturity analysis of undiscounted defined severance benefits as of December 31, 2022 was as follows: (in thousands) Less than 1 year Between 1-2 years Between 2-5 years Over 5 years Total Defined severance benefits $ 83,830 $ 86,054 $ 218,475 $ 319,927 $ 708,286 s |
Other (Expense) Income, net
Other (Expense) Income, net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, net | Other (Expense) Income, net Other (expense) income, net consists of the following: (in thousands) 2022 2021 2020 Revaluation of derivative instrument gain $ — $ — $ 149,830 Foreign currency gain (loss) 9,229 (2,933) 2,442 Other non-operating expense (15,944) (7,980) (2,372) Total other (expense) income, net $ (6,715) $ (10,913) $ 149,900 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to income taxation through certain of our subsidiaries primarily in the United States, South Korea and throughout other Asian countries. The components of income tax (benefit) expense were as follows: (in thousands of US dollars) 2022 2021 2020 Current taxes United States $ 3 $ 2 $ 1 Foreign - Korea 37,474 5 — Foreign - Other 1,922 995 291 Current taxes 39,399 1,002 292 Deferred taxes United States (40,462) — — Foreign - Korea — — — Foreign - Other — — — Deferred taxes (40,462) — — Income tax (benefit) expense $ (1,063) $ 1,002 $ 292 The components of loss before income taxes are as follows: (in thousands of US dollars) 2022 2021 2020 United States $ (232,278) $ (296,529) $ (8,771) Foreign - Korea 185,809 (1,226,675) (455,683) Foreign - Other (46,636) (18,384) 1,589 Loss before income taxes $ (93,105) $ (1,541,588) $ (462,865) Differences between the provision at the federal statutory rate and the provision recorded at the consolidated level are as follows: (in thousands of US dollars) 2022 2021 2020 Taxes computed at the federal statutory rate $ (19,552) $ (323,770) $ (99,667) Differences resulting from: Statutory rate difference 51,114 (43,633) (14,192) Change in valuation allowances (143,831) 393,483 118,253 Global intangible low taxed income tax ("GILTI") 93,097 — — Stock compensation 36,992 (20,428) — Tax credit (34,952) (5,214) — Other nondeductible expense 15,157 260 (3,994) Other 912 304 (108) Income tax (benefit) expense $ (1,063) $ 1,002 $ 292 Our resulting effective tax rate differs from the applicable statutory rate primarily due to the statutory rate change, changes in the valuation allowance against our deferred tax assets, impacts from GILTI and equity-based compensation. The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows: (in thousands of US dollars) December 31, 2022 December 31, 2021 Deferred tax assets Provision and allowances $ 57,434 $ 43,156 Depreciation 6,847 5,212 Accrued expenses 51,922 43,223 Amortization 32,166 49,529 Defined severance benefits 70,628 68,421 Lease liabilities 352,732 361,420 Net operating loss carryforwards 789,856 1,019,583 Tax credits 55,444 23,066 Other 28,513 6,795 Total deferred tax assets 1,445,542 1,620,405 Less: valuation allowances (1,085,154) (1,284,380) Total deferred tax assets net of valuation allowance $ 360,388 $ 336,025 Deferred tax liabilities Prepaid expenses $ (696) $ (88) Accrued income (1,693) (1,745) Lease asset (317,286) (333,965) Loan payable (250) (89) Other (1) (138) Total deferred liabilities (319,926) (336,025) Net deferred tax assets/(liabilities) $ 40,462 $ — Our valuation allowances were $1.1 billion and $1.3 billion as of December 31, 2022 and 2021, respectively. The valuation allowances at December 31, 2022 were primarily related to net operating loss carryforwards that, in the judgment of management, are not more likely than not to be realized. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2022. Changes in the valuation allowances, mainly due to net operating loss carryforwards, were as follows: (in thousands) 2022 2021 2020 Beginning balance, January 1 $ (1,284,380) $ (975,187) $ (721,809) Changes to existing valuation allowances 103,005 (393,430) (118,144) Derecognition of valuation allowances 40,462 — — Changes in foreign exchange rates, statutory rates and other 55,759 84,237 (135,234) Ending balance, December 31 $ (1,085,154) $ (1,284,380) $ (975,187) As of December 31, 2022, we have net operating loss carryforwards for corporate income tax purposes of $3.4 billion, substantially all in Korea, which are available to offset future corporate taxable income, if any. The net operating loss carryforwards in Korea expire as follows: (in thousands) Korea 2025 $ 278,813 2026 418,051 2027 518,509 2028 830,812 2029 332,525 2035 - 2037 942,168 Total net operating loss carryforwards $ 3,320,878 We have corporate tax credit carryforwards of $50.9 million in the US which are available to reduce future corporate regular income taxes and $37.5 million of which expires between 2034 and 2042. We did not have any material uncertain tax positions as of December 31, 2022 and 2021. The open tax years for our major tax jurisdictions are 2018 - 2022 for the United States and 2017 - 2022 for Korea. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table presents the calculation of basic and diluted net loss per share: (in thousands, except per share amounts) 2022 2021 2020 Numerator Net loss $ (92,042) $ (1,542,590) $ (463,157) Less: premium on repurchase of redeemable convertible preferred units — — (92,734) Net loss attributable to Class A and Class B common stockholders $ (92,042) $ (1,542,590) $ (555,891) Denominator Weighted-average shares attributable to Class A and Class B common stockholders, basic and diluted 1,764,598 1,423,887 29,012 Net loss attributable to Class A and Class B common stockholders per share, basic and diluted $ (0.05) $ (1.08) $ (19.16) During 2020, we repurchased certain preferred units at a premium over the carrying values, which increased net loss attributable to common stockholders. The following have been excluded from the computation of basic and diluted net loss per share attributable to Class A and Class B common stockholders as their effect would have been anti-dilutive: (in thousands of equivalent common shares) 2022 2021 2020 Convertible debt — — 178,567 Redeemable convertible preferred units — — 1,329,465 Equity compensation awards 24,147 46,228 79,747 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value. The following summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis: (in thousands of US dollars) Classification Measurement Level December 31, 2022 December 31, 2021 Financial assets Cash deposit (1) Cash and Cash Equivalents Level 1 $ 3,509,334 $ 3,487,708 Time deposit Restricted Cash Level 1 $ 99,730 $ 250,839 Money market trust Restricted Cash Level 1 $ 76,586 $ 68,961 Time deposit Other current assets Level 1 $ 17,754 $ — Time deposit Long-term restricted cash Level 1 $ 1,624 $ 2,839 (1) Cash deposits includes bank deposits, money market trusts and time deposits. The carrying value approximates fair value because maturities are less than three months. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following summarizes our property and equipment, net: (in thousands) Useful Life December 31, 2022 December 31, 2021 Land $ 295,860 $ 140,786 Buildings 40 years 302,521 320,059 Equipment and furniture 2 - 8 years 647,699 551,304 Leasehold improvements (1) 524,861 340,468 Vehicles 4 - 6 years 134,449 168,585 Software 4 years 25,768 34,582 Construction in progress 427,727 200,735 Property and equipment, gross $ 2,358,885 $ 1,756,519 Less: Accumulated depreciation and amortization (538,940) (408,988) Property and equipment, net $ 1,819,945 $ 1,347,531 (1) Lesser of useful life or remaining lease term For 2022, 2021, and 2020, depreciation and amortization expense on property and equipment was $229 million, $200 million, and $128 million, respectively. Property and equipment under construction, which primarily consists of fulfillment centers and deposits for equipment, is recorded as construction in progress until it is ready for its intended use; thereafter, it is transferred to the related class of property and equipment and depreciated over its estimated useful life. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We are obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next ten years. These leases can contain renewal options. Because we are not reasonably certain to exercise these renewal options, or the renewal options are not solely within our discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. Our leases generally do not include termination options for either party or restrictive financial or other covenants. Our finance leases as of December 31, 2022 and 2021 were not material and are included in property and equipment, net, on our consolidated balance sheets. The components of operating lease cost were as follows: (in thousands) 2022 2021 2020 Operating lease cost $ 410,322 $ 340,565 $ 196,936 Variable and short-term lease cost 39,179 38,089 24,157 Total operating lease cost $ 449,501 $ 378,654 $ 221,093 Supplemental disclosure of cash flow information related to operating leases were as follows: (in thousands) 2022 2021 2020 Cash paid for the amount used to measure the operating lease liabilities $ 367,098 $ 288,099 $ 156,675 Operating lease assets obtained in exchange for lease obligations $ 426,416 $ 599,170 $ 613,517 Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations $ 8,122 $ 109,430 $ (7,793) Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments, and new leases. The assumptions used to value operating leases for the periods presented were as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term 5.7 years 5.8 years Weighted-average discount rate 6.76 % 6.17 % As of December 31, 2022, we had entered into operating leases that have not commenced with future minimum lease payments of $308 million, that have not been recognized on our consolidated balance sheets. These leases have non-cancellable lease terms of 1 to 10 years. |
Short-Term Borrowings and Long-
Short-Term Borrowings and Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings and Long-Term Debt | Short-Term Borrowings and Long-Term Debt Short-Term Borrowings Details of carrying amounts of short-term borrowings were as follows: (in thousands) Borrowing Limit December 31, 2022 December 31, 2021 Maturity Date Interest rate (%) May 2023 - December 2023 1.86 – 5.38 $ 187,733 $ 176,458 $ 7,887 Less: unamortized discounts (1,055) (76) Total short-term borrowings $ 175,403 $ 7,811 Our short-term borrowings generally include lines of credit with financial institutions to be drawn upon for general operating purposes. In May 2022, we entered into a one-year revolving credit facility agreement to borrow up to $47 million. This facility was secured by $57 million of time deposits, which are classified as short-term restricted cash. Under this facility agreement, the interest rate will be negotiated and fixed at the time of each drawdown. In September 2022, we entered into a $87 million one-year term loan agreement. We pledged $104 million of certain land as collateral. The loan bears interest at a fixed rate of 4.75%. Principal is to be paid at maturity and interest is paid on a monthly basis. Long-Term Debt Details of carrying amounts of long-term debt were as follows: (in thousands) December 31, 2022 December 31, 2021 Maturity Date Interest rate (%) Borrowing Limit February 2024 (1) (5) $ 1,000,000 $ — $ — November 2024 (2) CD interest rate (91 days) + 2.30 126,253 — — February 2023 – April 2025 (3) 2.65 – 4.45 3,160 3,160 20,952 October 2023 – March 2027 (4) 2.87 – 5.95 811,804 667,009 605,229 Total principal long-term debt $ 1,941,217 $ 670,169 $ 626,181 Less: current portion of long-term debt (128,936) (341,717) Less: unamortized discounts (3,353) (1,274) Total long-term debt $ 537,880 $ 283,190 (1) Relates to our 2021 revolving credit facility as described below. (2) Relates to our 2022 revolving credit facility as described below (3) We entered into various loan agreements with fixed interest rates for general operating purposes. (4) Relates to our term loan facility agreements as described below. At December 31, 2022, we had pledged up to $974 million of land and buildings as collateral against long-term loan facilities. (5) Borrowings under the 2021 revolving credit facility bear interest, at our option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%. 2022 Revolving Credit Facility In October 2022, we entered into a two-year revolving facility agreement with a borrowing limit of $126 million that bears interest at the average of 91-day CD interest rate plus 2.30%. The revolving facility is secured by $615 million of inventories. 2021 Revolving Credit Facility In February 2021, we entered into a three-year senior unsecured credit facility (the “2021 revolving credit facility”) which provides for revolving loans in an aggregate principal amount of up to $1.0 billion. The 2021 revolving credit facility provides us the right to request incremental commitments up to $1.25 billion, subject to customary conditions. As of December 31, 2022, there was no balance outstanding on the 2021 revolving credit facility. The 2021 revolving credit facility contains customary affirmative and negative covenants, including certain financial covenants. The 2021 revolving credit facility is guaranteed on a senior unsecured basis by all our material restricted subsidiaries, subject to customary exceptions. Borrowings under the 2021 revolving credit facility are not permitted to the extent any amounts are drawn under our existing revolving credit facility. The 2021 and 2022 revolving credit facilities both contain financial covenants that require us to maintain certain maximum net leverage ratios and minimum liquidity amounts. Term Loan Facility Agreements In March 2022, we entered into a new five-year loan agreement to borrow $316 million, which was partially used to extinguish the $149 million August 2020 term loan facility which matured in March 2022, and to finance infrastructure of a fulfillment center. We pledged up to $379 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%. In December 2021, we entered into a new two-year loan agreement to borrow up to $142 million to finance the construction of a fulfillment center. We pledged up to $170 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of 3.87%. In November 2021, we entered into a new five-year term loan facility agreement to borrow up to $44 million to finance the construction of a fulfillment center and a new three-year term loan facility agreement to borrow up to $22 million for general operating purposes. We pledged up to $80 million of certain existing land and buildings. The loans bear interest at a fixed rate of 3.78% and 3.68%, respectively. In October 2021, we entered into a new two-year loan agreement to borrow up to $130 million to finance the construction of a fulfillment center. We pledged up to $156 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of 3.45%. In August 2021, we entered into a new $158 million three-year term loan agreement. We pledged $189 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 3.155%. Principal is to be paid at maturity and interest is paid on a monthly basis. We were in compliance with the covenants for each of our borrowings and debt agreements as of December 31, 2022 and 2021. Our long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rates for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of December 31, 2022 and 2021, due primarily to the interest rates approximating market interest rates. Future principal payments for long-term debt as of December 31, 2022 were as follows: (in thousands) Long-term debt 2023 $ 129,883 2024 180,046 2025 182 2026 44,425 2027 315,633 Thereafter — Total $ 670,169 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The following summarizes our minimum contractual commitments as of December 31, 2022: (in thousands) Unconditional purchase obligations (unrecognized) Long-term debt (including interest) Operating leases Total 2023 $ 249,769 $ 155,028 $ 409,631 $ 814,428 2024 287,554 202,571 375,354 865,479 2025 212,285 15,317 311,751 539,353 2026 182,836 59,420 237,649 479,905 2027 182,438 318,949 170,947 672,334 Thereafter 195,357 — 408,628 603,985 Total undiscounted payments $ 1,310,239 $ 751,285 $ 1,913,960 $ 3,975,484 Less: lease imputed interest (354,356) Total lease commitments $ 1,559,604 Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to the purchases of technology related services, fulfillment center construction contracts, and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date. Legal Matters From time to time, we may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of currently pending legal matters will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Choi v. Coupang, Inc. et al On August 26, 2022, a putative class action was filed on behalf of all purchasers of Coupang Class A common stock pursuant and/or traceable to Coupang’s registration statement issued in connection with the Company’s initial public offering. The action was brought against Coupang, Inc., and certain of its former and current directors, current officers, and certain underwriters of the offering. The action was filed in the United States District Court for the Southern District of New York alleging inaccurate and misleading or omitted statements of material fact in Coupang's Registration Statement in violation of Sections 11 and 15 of the Securities Act of 1933. To date, the Court has not named a lead plaintiff and the specific claims may be amended. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. We believe that the action is without merit and intend to vigorously defend against it. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Accordingly, we can provide no assurance as to the scope and outcome of this matter and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. Korean Fair Trade Commission Investigations On June 28, 2021, the Korean Fair Trade Commission (“KFTC”) initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act (the “Fair Trade Act”), including alleged preferential treatments of private labelled products provided by our subsidiary, Coupang Private Label Business (“CPLB”). The KFTC is also investigating the Company on other matters related to the alleged violations of the KFTC regulations. We are diligently cooperating with these investigations, and actively defending our practices as appropriate. Under Korean law, the issues addressed in the investigations can be resolved through civil, administrative, or criminal proceedings. The ultimate case resolution could include fines, orders to alter our processes or procedures, and criminal investigations or charges against individuals or the Company. We cannot reasonably estimate any penalties, loss or range of loss that may arise from the various KFTC Investigations. Accordingly, we can provide no assurance as to the scope and outcome of these matters and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) | Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) Prior to the Corporate Conversion, our Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of 1,448,632,049 preferred units, which were convertible into the same number of common voting units issued upon conversion of the preferred units, as well as the issuance of 264,166,544 common units. Pursuant to the Corporate Conversion and IPO: • 1,196,605,432 preferred units and 85,579,584 common units (which include 22,443,220 PIUs), in each case, automatically converted into an equal number of shares of Class A common stock, except with respect to a conversion adjustment which reduced the outstanding common units designated as PIUs by 75,862 common units, and excluding any such preferred units and common units held by Mr. Bom Kim; and • 132,859,550 preferred units held by Mr. Kim and 43,143,440 common units held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock. Also, the owner of our Class B common stock converted 1,200,000 shares of Class B common stock into Class A common stock, which were sold in the IPO. Our certificate of incorporation provides for two classes of common stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of 10,000,000,000 shares of Class A common stock, par value $0.0001 per share; 250,000,000 shares of Class B common stock, par value $0.0001 per share; and 2,000,000,000 shares of undesignated preferred stock, par value $0.0001 per share. No preferred stock was issued and outstanding as of December 31, 2022 and 2021. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to twenty-nine votes. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on our defined severance benefits. As of December 31, 2022 and 2021, the ending balance in accumulated other comprehensive income (loss) related to foreign currency translation adjustments was $45 million and $36 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(43) million and $(84) million, respectively. |
Convertible Notes and Derivativ
Convertible Notes and Derivative Instrument | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Derivative Instrument | Convertible Notes and Derivative Instrument We previously issued convertible notes, the majority of which were purchased by existing unitholders of our preferred units. In connection with our IPO in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into 171,750,446 shares of our Class A common stock. We recorded interest expense from our convertible notes for 2021 and 2020 of $20 million and $91 million, respectively. Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist. The change in fair value of the derivative instrument resulted in a gain of $150 million for 2020, which was recognized in the consolidated statements of operations within “Other (expense) income, net.” |
Schedule I - Condensed Financia
Schedule I - Condensed Financial information of Parent (Coupang, Inc.) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule I - Condensed Financial information of Parent (Coupang, Inc.) | COUPANG, INC. Schedule I - Condensed Financial Information of Parent (COUPANG, INC.) Condensed Statements of Operations and Comprehensive Loss (in thousands) 2022 2021 2020 Management service fee revenues $ 17,248 $ 17,003 $ — Operating cost and expenses (323,603) (349,439) (52,067) Interest expense (1,775) (21,580) (91,035) Other income, net 27,003 2,575 149,835 (Loss) income before equity in earnings (losses) of subsidiaries (281,127) (351,441) 6,733 Equity in earnings (losses) of subsidiaries 189,085 (1,191,149) (469,890) Net loss (92,042) (1,542,590) (463,157) Less: premium on repurchase of redeemable convertible preferred units — — (92,734) Net loss attributable to Class A and Class B common stockholders $ (92,042) $ (1,542,590) $ (555,891) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax 8,741 40,844 (20,730) Actuarial gain (loss) on defined severance benefits, net of tax 41,217 (57,490) (18,005) Total other comprehensive income (loss) 49,958 (16,646) (38,735) Comprehensive loss $ (42,084) $ (1,559,236) $ (501,892) See accompanying notes to condensed financial statements. COUPANG, INC. Schedule I - Condensed Financial Information of Parent (COUPANG, INC.) Condensed Balance Sheets (in thousands) December 31, 2022 December 31, 2021 Assets Cash and cash equivalents $ 1,594,566 $ 2,358,035 Restricted cash 57,000 — Other current assets 10,815 46,386 Total current assets 1,662,381 2,404,421 Other long-term assets 766 1,426 Investment in subsidiaries 762,428 (145,577) Total assets $ 2,425,575 $ 2,260,270 Liabilities and stockholders' equity Other current liabilities $ 11,662 $ 84,313 Total current liabilities 11,662 84,313 Total liabilities 11,662 84,313 Stockholders' equity Class A and Class B common stock 177 175 Additional paid-in capital 8,154,076 7,874,038 Accumulated other comprehensive income (loss) 2,219 (47,739) Accumulated deficit (5,742,559) (5,650,517) Total stockholders' equity 2,413,913 2,175,957 Total liabilities and stockholders' equity $ 2,425,575 $ 2,260,270 See accompanying notes to condensed financial statements. COUPANG, INC. Schedule I - Condensed Financial Information of Parent (COUPANG, INC.) Condensed Statements of Cash Flows (in thousands) 2022 2021 2020 Operating activities Net cash used in operating activities $ (79,277) $ (57,783) $ (7,587) Investing activities Capital contribution to subsidiaries (725,400) (1,273,629) (184,490) Return of capital contribution from subsidiaries 80,434 202,834 253,921 Net cash (used in) provided by investing activities (644,966) (1,070,795) 69,431 Financing activities Repurchase of common units and preferred units — — (97,043) Proceeds from issuance of common units and preferred units, net of issuance costs — 3,431,277 28,613 Deferred offering costs paid — (11,618) — Proceeds from issuance of common stock/units, equity-based compensation plan 17,774 62,281 — Other, net — (1,663) — Net cash provided by (used in) financing activities 17,774 3,480,277 (68,430) Cash and cash equivalents Net (decrease) increase in cash and cash equivalents (706,469) 2,351,699 (6,586) Cash and cash equivalents as of beginning of the period 2,358,035 6,336 12,922 Cash and cash equivalents as of end of the period $ 1,651,566 $ 2,358,035 $ 6,336 See accompanying notes to condensed financial statements. |
Schedule I - Basis of Presentat
Schedule I - Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Description of Business and Summary of Significant Accounting Policies Description of Business Coupang, Inc. (“Coupang” or the “Parent”), together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through our mobile applications and Internet websites, we offer products and services that span a wide range of categories, including home goods and décor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, everyday consumables, travel, restaurant order and delivery, content streaming, and advertising, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. We are headquartered in the United States, with operations and support services performed in markets including South Korea, Japan, Taiwan, Singapore, and China. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. Segment Information In March 2022, we revised our reportable segments which led to the following two reportable segments: Product Commerce and Developing Offerings. Refer to Note 3 — "Segment Reporting" for additional information. Initial Public Offering On March 15, 2021, we completed our initial public offering (“IPO”) in which we issued and sold 100,000,000 shares of our Class A common stock at a price of $35.00 per share. We received net proceeds of approximately $3.4 billion from the IPO after deducting underwriting discounts of $69 million and other offering costs. Immediately prior to effectiveness of our IPO registration statement on Form S-1, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed our name to Coupang, Inc. (“Corporate Conversion”). For additional information related to our Corporate Conversion and IPO, see Note 14 — "Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)" and Note 15 — "Convertible Notes and Derivative Instrument." Foreign Currency Our functional currency, including that of the Parent, is the United States dollar (“U.S. dollar”). The Korean Won is the local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into U.S. dollars at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into U.S. dollars using average rates that approximate those in effect during the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity and in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the consolidated statements of cash flows. Transaction gains and losses are included in “Other (expense) income, net” in the consolidated statements of operations. Revenue Recognition We recognize revenues on the amount of expected consideration it will receive, which incorporates reductions for estimated returns, promotional discounts, and earned loyalty rewards. Revenue excludes amounts collected on behalf of third parties, such as value added taxes. Historical experience is used to estimate returns at the time of sale at a portfolio level using the expected value method. We include these amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur and updates as additional information becomes available. For revenue contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We primarily determine stand-alone selling prices based on the prices charged to customers. Net Retail Sales Retail sales are earned from our online product sales to consumers. Retail revenue is recognized when control of the goods is transferred to the customer, which occurs upon delivery to the customer. Net Other Revenue Net other revenue includes commissions earned from merchants that sell their products through our online business. We are not the seller of record in these transactions, nor do we take possession or control of the related inventory. Although we process and collect the entire amount of these transactions, we record revenue on the net commission because we are acting as an agent. The revenue is recognized when the order is completed and transmitted to the third-party merchant. Net other revenue also includes consideration from our online restaurant ordering and delivery services, performed by us, as well as advertising services provided on our website and mobile applications. Revenues from online restaurant ordering and delivery are recognized when we deliver the order. Advertising revenue is recognized as ads are delivered over a period of time or based on number of clicks and impressions. We offer a subscription service to our Rocket WOW membership program, which provides customers with access to benefits such as access to Rocket Fresh, no minimum spend for Rocket Delivery, free shipping on returns and access to content streaming. Subscription benefits represent a single, stand-ready obligation and revenue from subscription fees are recognized over the subscription period. Deferred Revenue Deferred revenue primarily relates to retail sales and is recorded when payments are received in advance of delivery to customers. Deferred revenue is generally recognized as revenue in the following month when delivery is made to customers. Discount Coupons and Loyalty Rewards For discount coupons or loyalty rewards offered as part of revenue transactions, we defer a portion of the revenue based on the estimated standalone selling price of the discount coupons or loyalty rewards earned and recognize the revenue as they are redeemed in future transactions or when they expire. Discount coupons and loyalty rewards expire after six months and are generally redeemed within six months from issuance and therefore, breakage is not significant. We also issue discount coupons or loyalty rewards that are not earned in conjunction with the purchase of a product as part of our marketing activities. This is not a performance obligation and is recognized as a reduction of the transaction price when rendered by the customer. Cost of Sales Cost of sales are primarily comprised of the purchase price of products sold to customers where we record revenue gross, and includes logistics center costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, and delivery service costs from our restaurant delivery business, primarily where we are the delivery service provider, as well as depreciation and amortization. Payments from Suppliers We receive consideration from suppliers for various programs, including rebates, incentives, and discounts, as well as advertising services provided on our website and mobile applications. We generally record these amounts received from suppliers to be a reduction of the prices we pay for their goods, and a subsequent reduction in cost of sales as the inventory is sold. Operating, General and Administrative Expenses Operating, general and administrative expenses include all our operating costs, excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributable to receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing fees, costs related to the design, execution and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization. Advertising expenses, which are expensed as incurred, were $605 million, $433 million, and $128 million for 2022, 2021 and 2020, respectively. Equity-Based Compensation We account for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. We determine the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. Restricted Stock Units We previously granted restricted equity units (“REUs”) under our 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. The performance condition was satisfied at the time of the IPO, and we recorded cumulative equity-based compensation expense for the awards based on the service-based conditions. The fair value of the REUs were estimated based on the fair market value of our common units on the date of grant. In connection with our Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). We have subsequently granted RSUs that generally vest upon the satisfaction of a service-based condition as defined in our 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis for RSUs with service only vesting conditions. Stock Options We previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with our Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. Expected volatility is based on historical volatility of the stock of industry peers. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. Defined Severance Benefits We accrue severance benefits for employees of our Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate. We recognize the defined severance benefits obligation in the consolidated balance sheets with a corresponding adjustment to operating expenses and “Accumulated other comprehensive income (loss)”. The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i) discount rates; (ii) salary growth rates; and (iii) certain employee-related factors, such as turnover, retirement age and mortality. We review our actuarial assumptions and make modifications to the assumptions based on current rates and trends when appropriate. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our deferred tax assets are recorded net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of our deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future projected taxable income, along with other positive and negative evidence in assessing the realizability of our deferred tax assets. Decreases to valuation allowances are recorded as reductions to our income tax expense and increases to valuation allowances result in additional expense for income taxes. Global Intangible Low-taxed Income (“GILTI”) provisions are applied, providing for incremental tax on foreign income. We have made the policy election to record any liability associated with GILTI in the period in which it is incurred. We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that has a likelihood of greater than 50 percent of being realized upon ultimate settlement. Net Loss Attributable to Common Stockholders We compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period. Our basic and diluted net loss per share are the same because we have generated net loss to common stockholders. Cash and Cash Equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. (in thousands) 2022 2021 2020 Supplemental disclosure of cash-flow information Cash paid for income taxes, net of refunds $ 5,911 $ 2,588 $ 857 Cash paid for interest $ 19,336 $ 21,465 $ 23,658 Non-cash investing and financing activities (Decrease) increase in property and equipment-related accounts payable $ (67,665) $ 45,205 $ 48,236 Conversion of common units into Class A and Class B common stock $ — $ 87,064 $ — Conversion of redeemable convertible preferred units into Class A and Class B common stock $ — $ 3,465,611 $ — Conversion of convertible notes into Class A common stock $ — $ 609,999 $ — Restricted Cash Restricted cash primarily consists of certain cash pledged as collateral for loan facility agreements, cash on deposit designated for interest and principal debt repayments, as well as cash on deposit pledged as collateral for potential refunds on transactions with customers or future payments to suppliers. Restricted cash with remaining restrictions of one year or less are classified as current on the consolidated balance sheets. Accounts Receivable, Net Accounts receivable, net are stated at their carrying value, net of allowance for credit losses based on lifetime expected losses. Accounts receivable balances are primarily trade receivables due from payment gateway providers, customers, suppliers and sellers, net of estimated allowances for credit losses. Amounts included in accounts receivable, or collected from payment gateway providers, to be remitted to merchants are included in accounts payable. Receivables from suppliers and sellers primarily relate to advertising activities. We estimate the allowance for credit losses based upon historical experience, the age and delinquency rates of receivables and credit quality, as well as economic and regulatory conditions combined with reasonable and supportable management forecasts of collectability and other economic factors over the lifetime of the receivables. We write off accounts against the allowance for credit losses when they are deemed to be uncollectible. As of December 31, 2022 and 2021, net receivables from customers and sellers were $64 million and $90 million, respectively. The allowance amounts were immaterial for all periods presented. Inventories Our inventories, which consist of products available for sale, are accounted for using the weighted average cost method, and are stated at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories. Property and Equipment, Net Property and equipment, net are stated at historical cost, less accumulated depreciation and amortization. Property and equipment primarily includes buildings and structures, land, leasehold improvements, furniture, internal-use software, vehicles, information technology equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the respective asset categories. Depreciation and amortization expense is classified within the corresponding operating expense categories on the consolidated statements of operations. Maintenance and repairs are charged to operating expenses as incurred. Fulfillment Center Fire In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (“FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $138 million were recognized in “Cost of sales” and “Operating, general and administrative”, respectively, in 2021. While we are insured on property losses from the FC Fire, investigations surrounding the fire continue. In December 2022, we received a refundable insurance cash advance payment of $79 million, which is included within other current liabilities. We have not recognized any insurance benefit in our consolidated statements of operations to date. Whether and to what extent the advance will become non-refundable or additional proceeds will be received is currently unknown. Leases We determine if an arrangement is or contains a lease at contract inception. Leases with contractual terms greater than twelve months are classified as either operating or finance. Leases with an initial contractual term of twelve months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. When we have the option to extend the term or terminate the lease before the contractual expiration date, and it is reasonably certain that we will exercise the option, we consider these options in determining the lease term. For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use (“ROU”) asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Our leases may include variable payments based on measures that include, but are not limited to, changes in price indices or market rates, which are expensed as incurred. Lease obligations are recognized at the present value of the fixed lease payments, reduced by landlord incentives, using a discount rate based on our incremental borrowing rate at lease inception. Our incremental borrowing rate is based on a credit-adjusted risk-free rate at commencement date, which best approximates a secured rate over a similar term of lease. Lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments. Operating lease ROU assets are presented as “Operating lease right-of-use assets” on the consolidated balance sheets. The current portion of operating lease liabilities is presented as “Current portion of long-term operating lease obligations” and the long-term portion is presented separately as “Long-term operating lease obligations” on the consolidated balance sheets. Finance lease ROU assets, which are immaterial, are included in “Property and equipment, net” with the associated portions included in “Other current liabilities” and “Defined severance benefits and other” on the consolidated balance sheets. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset’s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. No impairment losses were recorded for 2022, 2021, and 2020. Fair Value of Financial Instruments Our primary financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable, short-term borrowings, and long-term debt. The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, short-term borrowings, and accrued expenses approximate fair value due to their short maturities. Refer to Note 9 — "Fair Value Measurement" for further information. Concentration of Credit Risk Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 70% and 77% were held at three and four financial institutions as of December 31, 2022 and 2021, respectively. Our gross accounts receivable includes amounts concentrated with three and one payment processing companies representing 41% and 14% of gross accounts receivable as of December 31, 2022 and 2021, respectively. Recent Accounting Pronouncements Adopted We adopted ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)” effective January 1, 2022. The adoption of the ASU did not have a material impact on our consolidated financial statements. We adopted ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” effective January 1, 2023. The adoption of the ASU did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Yet To Be Adopted In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures. These condensed Parent company-only financial statements have been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto of Coupang, Inc. and subsidiaries included in Part II, Item 8 of this Form 10-K. The Parent’s significant accounting policies are consistent with those described in Note 1 — "Description of Business and Summary of Significant Accounting Policies" in Part II, Item 8, except that all subsidiaries are accounted for as equity method investments. Certain subsidiaries in Korea hold various licenses and/or are regulated by governmental requirements. As a result, the ability of these subsidiaries to pay dividends or loan money to our Parent company is restricted due to terms which require the subsidiaries to meet certain financial covenants, including maintaining a positive net equity balance; having a minimum percentage of its total assets in low-risk, cash-like assets; and maintaining a minimum current asset to current liability ratio. In addition, the Parent has certain regulatory restrictions that only allow dividend payments to be made while maintaining a positive net equity balance or if dividends are paid out of the current years' income, if any. |
Schedule I - Debt
Schedule I - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Debt Disclosure [Text Block] | DebtThe Parent has a three-year $1.0 billion unsecured credit facility (the “2021 revolving credit facility”) as further described in Note 12 — "Short-Term Borrowings and Long-Term Debt". As of December 31, 2022, there was no balance outstanding on the 2021 revolving credit facility. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. |
Principles of Consolidation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. |
Fiscal Year | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. |
Segment Information | Segment Information In March 2022, we revised our reportable segments which led to the following two reportable segments: Product Commerce and Developing Offerings. Refer to Note 3 — "Segment Reporting" for additional information. |
Foreign Currency | Foreign Currency Our functional currency, including that of the Parent, is the United States dollar (“U.S. dollar”). The Korean Won is the local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into U.S. dollars at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into U.S. dollars using average rates that approximate those in effect during the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity and in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the consolidated statements of cash flows. |
Revenue Recognition | Revenue Recognition We recognize revenues on the amount of expected consideration it will receive, which incorporates reductions for estimated returns, promotional discounts, and earned loyalty rewards. Revenue excludes amounts collected on behalf of third parties, such as value added taxes. Historical experience is used to estimate returns at the time of sale at a portfolio level using the expected value method. We include these amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur and updates as additional information becomes available. For revenue contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We primarily determine stand-alone selling prices based on the prices charged to customers. Net Retail Sales Retail sales are earned from our online product sales to consumers. Retail revenue is recognized when control of the goods is transferred to the customer, which occurs upon delivery to the customer. Net Other Revenue Net other revenue includes commissions earned from merchants that sell their products through our online business. We are not the seller of record in these transactions, nor do we take possession or control of the related inventory. Although we process and collect the entire amount of these transactions, we record revenue on the net commission because we are acting as an agent. The revenue is recognized when the order is completed and transmitted to the third-party merchant. Net other revenue also includes consideration from our online restaurant ordering and delivery services, performed by us, as well as advertising services provided on our website and mobile applications. Revenues from online restaurant ordering and delivery are recognized when we deliver the order. Advertising revenue is recognized as ads are delivered over a period of time or based on number of clicks and impressions. We offer a subscription service to our Rocket WOW membership program, which provides customers with access to benefits such as access to Rocket Fresh, no minimum spend for Rocket Delivery, free shipping on returns and access to content streaming. Subscription benefits represent a single, stand-ready obligation and revenue from subscription fees are recognized over the subscription period. Deferred Revenue Deferred revenue primarily relates to retail sales and is recorded when payments are received in advance of delivery to customers. Deferred revenue is generally recognized as revenue in the following month when delivery is made to customers. Discount Coupons and Loyalty Rewards For discount coupons or loyalty rewards offered as part of revenue transactions, we defer a portion of the revenue based on the estimated standalone selling price of the discount coupons or loyalty rewards earned and recognize the revenue as they are redeemed in future transactions or when they expire. Discount coupons and loyalty rewards expire after six months and are generally redeemed within six months from issuance and therefore, breakage is not significant. We also issue discount coupons or loyalty rewards that are not earned in conjunction with the purchase of a product as part of our marketing activities. This is not a performance obligation and is recognized as a reduction of the transaction price when rendered by the customer. |
Cost of Sales | Cost of Sales Cost of sales are primarily comprised of the purchase price of products sold to customers where we record revenue gross, and includes logistics center costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, and delivery service costs from our restaurant delivery business, primarily where we are the delivery service provider, as well as depreciation and amortization. Payments from Suppliers We receive consideration from suppliers for various programs, including rebates, incentives, and discounts, as well as advertising services provided on our website and mobile applications. We generally record these amounts received from suppliers to be a reduction of the prices we pay for their goods, and a subsequent reduction in cost of sales as the inventory is sold. |
Operating, General and Administrative Expenses | Operating, General and Administrative Expenses Operating, general and administrative expenses include all our operating costs, excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributable to receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing |
Equity-Based Compensation | Equity-Based Compensation We account for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. We determine the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates. Restricted Stock Units We previously granted restricted equity units (“REUs”) under our 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. The performance condition was satisfied at the time of the IPO, and we recorded cumulative equity-based compensation expense for the awards based on the service-based conditions. The fair value of the REUs were estimated based on the fair market value of our common units on the date of grant. In connection with our Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). We have subsequently granted RSUs that generally vest upon the satisfaction of a service-based condition as defined in our 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis for RSUs with service only vesting conditions. Stock Options We previously granted unit options under the 2011 Plan, which vest over a service period of generally four years. In connection with our Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. Expected volatility is based on historical volatility of the stock of industry peers. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. |
Defined Severance Benefits | Defined Severance Benefits We accrue severance benefits for employees of our Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate. We recognize the defined severance benefits obligation in the consolidated balance sheets with a corresponding adjustment to operating expenses and “Accumulated other comprehensive income (loss)”. The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i) discount rates; (ii) salary growth rates; and (iii) certain employee-related factors, such as turnover, retirement age and mortality. We review our actuarial assumptions and make modifications to the assumptions based on current rates and trends when appropriate. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our deferred tax assets are recorded net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of our deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future projected taxable income, along with other positive and negative evidence in assessing the realizability of our deferred tax assets. Decreases to valuation allowances are recorded as reductions to our income tax expense and increases to valuation allowances result in additional expense for income taxes. Global Intangible Low-taxed Income (“GILTI”) provisions are applied, providing for incremental tax on foreign income. We have made the policy election to record any liability associated with GILTI in the period in which it is incurred. |
Net Loss Attributable to Common Stockholders | Net Loss Attributable to Common StockholdersWe compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net loss per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period. Our basic and diluted net loss per share are the same because we have generated net loss to common stockholders. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits. (in thousands) 2022 2021 2020 Supplemental disclosure of cash-flow information Cash paid for income taxes, net of refunds $ 5,911 $ 2,588 $ 857 Cash paid for interest $ 19,336 $ 21,465 $ 23,658 Non-cash investing and financing activities (Decrease) increase in property and equipment-related accounts payable $ (67,665) $ 45,205 $ 48,236 Conversion of common units into Class A and Class B common stock $ — $ 87,064 $ — Conversion of redeemable convertible preferred units into Class A and Class B common stock $ — $ 3,465,611 $ — Conversion of convertible notes into Class A common stock $ — $ 609,999 $ — |
Restricted Cash | Restricted Cash Restricted cash primarily consists of certain cash pledged as collateral for loan facility agreements, cash on deposit designated for interest and principal debt repayments, as well as cash on deposit pledged as collateral for potential refunds on transactions with customers or future payments to suppliers. Restricted cash with remaining restrictions of one year or less are classified as current on the consolidated balance sheets. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net are stated at their carrying value, net of allowance for credit losses based on lifetime expected losses. Accounts receivable balances are primarily trade receivables due from payment gateway providers, customers, suppliers and sellers, net of estimated allowances for credit losses. Amounts included in accounts receivable, or collected from payment gateway providers, to be remitted to merchants are included in accounts payable. Receivables from suppliers and sellers primarily relate to advertising activities. We estimate the allowance for credit losses based upon historical experience, the age and delinquency rates of receivables and credit quality, as well as economic and regulatory conditions combined with reasonable and supportable management forecasts of collectability and other economic factors over the lifetime of the receivables. We write off accounts against the allowance for credit losses when they are deemed to be uncollectible. As of December 31, 2022 and 2021, net receivables from customers and sellers were $64 million and $90 million, respectively. The allowance amounts were immaterial for all periods presented. |
Inventories | Inventories Our inventories, which consist of products available for sale, are accounted for using the weighted average cost method, and are stated at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are stated at historical cost, less accumulated depreciation and amortization. Property and equipment primarily includes buildings and structures, land, leasehold improvements, furniture, internal-use software, vehicles, information technology equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the respective asset categories. |
Leases | Leases We determine if an arrangement is or contains a lease at contract inception. Leases with contractual terms greater than twelve months are classified as either operating or finance. Leases with an initial contractual term of twelve months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. When we have the option to extend the term or terminate the lease before the contractual expiration date, and it is reasonably certain that we will exercise the option, we consider these options in determining the lease term. For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use (“ROU”) asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Our leases may include variable payments based on measures that include, but are not limited to, changes in price indices or market rates, which are expensed as incurred. Lease obligations are recognized at the present value of the fixed lease payments, reduced by landlord incentives, using a discount rate based on our incremental borrowing rate at lease inception. Our incremental borrowing rate is based on a credit-adjusted risk-free rate at commencement date, which best approximates a secured rate over a similar term of lease. Lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments. Operating lease ROU assets are presented as “Operating lease right-of-use assets” on the consolidated balance sheets. The current portion of operating lease liabilities is presented as “Current portion of long-term operating lease obligations” and the long-term portion is presented separately as “Long-term operating lease obligations” on the consolidated balance sheets. Finance lease ROU assets, which are immaterial, are included in “Property and equipment, net” with the associated portions included in “Other current liabilities” and “Defined severance benefits and other” on the consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset’s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. No impairment losses were recorded for 2022, 2021, and 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our primary financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable, short-term borrowings, and long-term debt. The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, short-term borrowings, and accrued expenses approximate fair value due to their short maturities. Refer to Note 9 — "Fair Value Measurement" for further information. |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents, restricted cash and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 70% and 77% were held at three and four financial institutions as of December 31, 2022 and 2021, respectively. Our gross accounts receivable includes amounts concentrated with three and one payment processing companies representing 41% and 14% of gross accounts receivable as of December 31, 2022 and 2021, respectively. |
Recent Accounting Pronouncements Adopted / Recent Accounting Pronouncements Yet To Be Adopted | Recent Accounting Pronouncements Adopted We adopted ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)” effective January 1, 2022. The adoption of the ASU did not have a material impact on our consolidated financial statements. We adopted ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” effective January 1, 2023. The adoption of the ASU did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements Yet To Be Adopted In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | (in thousands) 2022 2021 2020 Supplemental disclosure of cash-flow information Cash paid for income taxes, net of refunds $ 5,911 $ 2,588 $ 857 Cash paid for interest $ 19,336 $ 21,465 $ 23,658 Non-cash investing and financing activities (Decrease) increase in property and equipment-related accounts payable $ (67,665) $ 45,205 $ 48,236 Conversion of common units into Class A and Class B common stock $ — $ 87,064 $ — Conversion of redeemable convertible preferred units into Class A and Class B common stock $ — $ 3,465,611 $ — Conversion of convertible notes into Class A common stock $ — $ 609,999 $ — |
Net Revenues (Tables)
Net Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Details of total net revenues were as follows: (in thousands) 2022 2021 2020 Net retail sales $ 18,338,177 $ 16,487,975 $ 11,045,096 Third-party merchant services 1,869,495 1,695,422 789,557 Other revenue 374,943 222,975 132,686 Total net revenues $ 20,582,615 $ 18,406,372 $ 11,967,339 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information by segment | Results of operations for the reportable segments and reconciliation to loss before income taxes is as follows: (in thousands) 2022 2021 2020 Net revenues Product Commerce $ 19,954,594 $ 17,837,717 $ 11,873,246 Developing Offerings 628,021 568,655 94,093 Total net revenues $ 20,582,615 $ 18,406,372 $ 11,967,339 Segment adjusted EBITDA Product Commerce $ 605,838 $ (360,896) $ (263,294) Developing Offerings (224,626) (386,740) (93,850) Total segment adjusted EBITDA $ 381,212 $ (747,636) $ (357,144) Reconciling items: Depreciation and amortization (230,965) (201,480) (127,519) Equity-based compensation (262,266) (249,345) (31,331) Interest expense (27,169) (45,358) (107,762) Interest income 52,798 8,645 10,991 Other (expense) income, net (6,715) (10,913) 149,900 Fulfillment center fire losses — (295,501) — Loss before income taxes $ (93,105) $ (1,541,588) $ (462,865) |
Equity-based Compensation Pla_2
Equity-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Activity | The table below summarizes our RSU activity: Outstanding RSUs (in thousands, except unit price) Number of RSUs Weighted Average Grant-Date Fair Value December 31, 2021 23,511 $ 23.80 Granted 29,696 17.24 Vested (9,719) 22.30 Forfeited / cancelled (8,310) 21.22 December 31, 2022 35,178 $ 19.29 |
Schedule of Restricted Stock Unit activity and related information | The following information is provided for our RSUs: (in thousands, except unit price) 2022 2021 2020 Weighted average grant-date fair value of RSUs granted $ 17.24 $ 32.17 $ 7.06 Fair value of RSUs at vesting $ 180,770 $ 412,669 $ 14,649 |
Schedule of Stock Options Activity | The table below summarizes our stock option activity: Outstanding Options (in thousands, except unit price) Number Weighted Weighted-Average Aggregate Intrinsic Value December 31, 2021 31,635 $ 5.15 6.94 $ 766,531 Forfeited / cancelled (965) $ 2.27 Exercised (8,685) $ 2.05 December 31, 2022 21,985 $ 6.50 5.90 $ 192,001 Exercisable as of December 31, 2022 13,932 $ 6.11 5.71 $ 126,509 Expected to vest as of December 31, 2022 7,403 $ 7.60 6.18 $ 57,448 |
Schedule of Valuation Assumptions for Stock Options | The fair value of stock options is estimated on the grant date with the following assumptions: 2021 2020 Weighted-average expected term (years) 4.27 6.15 Weighted-average expected volatility 70% 66% Expected dividend yield — — Risk-free interest rate 0.62% 0.34% - 1.68% The following information is provided for our stock options: (in thousands, except unit price) 2022 2021 2020 Weighted average grant-date fair value of stock options granted $ — $ 16.46 $ 1.57 Intrinsic fair value of stock options exercised $ 131,480 $ 675,935 $ 44,076 |
Schedule of Equity-Based Compensation | The following table presents the effects of equity-based compensation in the consolidated statements of operations: (in thousands) 2022 2021 2020 Cost of sales $ 15,925 $ 10,981 $ 620 Operating, general and administrative 246,341 238,364 30,711 Total $ 262,266 $ 249,345 $ 31,331 |
Defined Severance Benefits (Tab
Defined Severance Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefits Liabilities | Changes in defined severance benefits obligation were as follows: (in thousands) 2022 2021 Beginning balance, January 1 $ 283,032 $ 164,573 Current service cost 143,354 120,784 Interest cost 8,169 2,869 Actuarial (gains) losses (31,515) 52,528 Payments from plans (81,097) (49,712) Plan changes — 10,263 Cumulative effects of foreign currency translation (17,471) (18,273) Ending balance, December 31 $ 304,472 $ 283,032 Current $ 78,365 $ 76,368 Noncurrent $ 226,107 $ 206,664 |
Schedule of Components of Net Periodic Costs | Net periodic cost consists of the following: (in thousands) 2022 2021 2020 Current service costs $ 143,354 $ 120,784 $ 70,019 Interest cost 8,169 2,869 1,310 Amortization of: Prior service cost 3,382 90 — Net actuarial loss 6,319 4,471 140 Net periodic benefit cost $ 161,224 $ 128,214 $ 71,469 |
Schedule of Principal Actuarial Assumptions Used to Determine Defined Benefits Liabilities and Net Period Cost | The principal actuarial assumptions used to determine defined severance benefits obligation were as follows: December 31, 2022 December 31, 2021 Discount rates 5.10% – 5.30% 2.70% – 3.00% Salary growth rates 5.00% – 8.00% 5.00% – 5.24% The principal actuarial assumptions used to determine the net periodic cost were as follows: 2022 2021 2020 Discount rates 2.70 % – 3.00 % 1.73 % – 2.57 % 1.74 % – 2.45 % Salary growth rates 5.00 % – 5.24 % 1.48 % – 5.00 % 1.51 % – 5.00 % |
Schedule of Expected Maturity Analysis of Undiscounted Defined Severance Benefits | The expected maturity analysis of undiscounted defined severance benefits as of December 31, 2022 was as follows: (in thousands) Less than 1 year Between 1-2 years Between 2-5 years Over 5 years Total Defined severance benefits $ 83,830 $ 86,054 $ 218,475 $ 319,927 $ 708,286 |
Other (Expense) Income, net (Ta
Other (Expense) Income, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Expense) Income, Net | Other (expense) income, net consists of the following: (in thousands) 2022 2021 2020 Revaluation of derivative instrument gain $ — $ — $ 149,830 Foreign currency gain (loss) 9,229 (2,933) 2,442 Other non-operating expense (15,944) (7,980) (2,372) Total other (expense) income, net $ (6,715) $ (10,913) $ 149,900 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax (benefit) expense were as follows: (in thousands of US dollars) 2022 2021 2020 Current taxes United States $ 3 $ 2 $ 1 Foreign - Korea 37,474 5 — Foreign - Other 1,922 995 291 Current taxes 39,399 1,002 292 Deferred taxes United States (40,462) — — Foreign - Korea — — — Foreign - Other — — — Deferred taxes (40,462) — — Income tax (benefit) expense $ (1,063) $ 1,002 $ 292 |
Schedule of Loss Before Income Taxes | The components of loss before income taxes are as follows: (in thousands of US dollars) 2022 2021 2020 United States $ (232,278) $ (296,529) $ (8,771) Foreign - Korea 185,809 (1,226,675) (455,683) Foreign - Other (46,636) (18,384) 1,589 Loss before income taxes $ (93,105) $ (1,541,588) $ (462,865) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | Differences between the provision at the federal statutory rate and the provision recorded at the consolidated level are as follows: (in thousands of US dollars) 2022 2021 2020 Taxes computed at the federal statutory rate $ (19,552) $ (323,770) $ (99,667) Differences resulting from: Statutory rate difference 51,114 (43,633) (14,192) Change in valuation allowances (143,831) 393,483 118,253 Global intangible low taxed income tax ("GILTI") 93,097 — — Stock compensation 36,992 (20,428) — Tax credit (34,952) (5,214) — Other nondeductible expense 15,157 260 (3,994) Other 912 304 (108) Income tax (benefit) expense $ (1,063) $ 1,002 $ 292 |
Schedule of Income Tax Effects of Temporary Differences that Give Rise to Deferred Income Tax Assets and Deferred Income Tax Liabilities | The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows: (in thousands of US dollars) December 31, 2022 December 31, 2021 Deferred tax assets Provision and allowances $ 57,434 $ 43,156 Depreciation 6,847 5,212 Accrued expenses 51,922 43,223 Amortization 32,166 49,529 Defined severance benefits 70,628 68,421 Lease liabilities 352,732 361,420 Net operating loss carryforwards 789,856 1,019,583 Tax credits 55,444 23,066 Other 28,513 6,795 Total deferred tax assets 1,445,542 1,620,405 Less: valuation allowances (1,085,154) (1,284,380) Total deferred tax assets net of valuation allowance $ 360,388 $ 336,025 Deferred tax liabilities Prepaid expenses $ (696) $ (88) Accrued income (1,693) (1,745) Lease asset (317,286) (333,965) Loan payable (250) (89) Other (1) (138) Total deferred liabilities (319,926) (336,025) Net deferred tax assets/(liabilities) $ 40,462 $ — |
Summary of Valuation Allowance | Changes in the valuation allowances, mainly due to net operating loss carryforwards, were as follows: (in thousands) 2022 2021 2020 Beginning balance, January 1 $ (1,284,380) $ (975,187) $ (721,809) Changes to existing valuation allowances 103,005 (393,430) (118,144) Derecognition of valuation allowances 40,462 — — Changes in foreign exchange rates, statutory rates and other 55,759 84,237 (135,234) Ending balance, December 31 $ (1,085,154) $ (1,284,380) $ (975,187) |
Summary of Operating Loss Carryforwards | The net operating loss carryforwards in Korea expire as follows: (in thousands) Korea 2025 $ 278,813 2026 418,051 2027 518,509 2028 830,812 2029 332,525 2035 - 2037 942,168 Total net operating loss carryforwards $ 3,320,878 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share/Common Unit | The following table presents the calculation of basic and diluted net loss per share: (in thousands, except per share amounts) 2022 2021 2020 Numerator Net loss $ (92,042) $ (1,542,590) $ (463,157) Less: premium on repurchase of redeemable convertible preferred units — — (92,734) Net loss attributable to Class A and Class B common stockholders $ (92,042) $ (1,542,590) $ (555,891) Denominator Weighted-average shares attributable to Class A and Class B common stockholders, basic and diluted 1,764,598 1,423,887 29,012 Net loss attributable to Class A and Class B common stockholders per share, basic and diluted $ (0.05) $ (1.08) $ (19.16) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following have been excluded from the computation of basic and diluted net loss per share attributable to Class A and Class B common stockholders as their effect would have been anti-dilutive: (in thousands of equivalent common shares) 2022 2021 2020 Convertible debt — — 178,567 Redeemable convertible preferred units — — 1,329,465 Equity compensation awards 24,147 46,228 79,747 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis | The following summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis: (in thousands of US dollars) Classification Measurement Level December 31, 2022 December 31, 2021 Financial assets Cash deposit (1) Cash and Cash Equivalents Level 1 $ 3,509,334 $ 3,487,708 Time deposit Restricted Cash Level 1 $ 99,730 $ 250,839 Money market trust Restricted Cash Level 1 $ 76,586 $ 68,961 Time deposit Other current assets Level 1 $ 17,754 $ — Time deposit Long-term restricted cash Level 1 $ 1,624 $ 2,839 (1) Cash deposits includes bank deposits, money market trusts and time deposits. The carrying value approximates fair value because maturities are less than three months. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following summarizes our property and equipment, net: (in thousands) Useful Life December 31, 2022 December 31, 2021 Land $ 295,860 $ 140,786 Buildings 40 years 302,521 320,059 Equipment and furniture 2 - 8 years 647,699 551,304 Leasehold improvements (1) 524,861 340,468 Vehicles 4 - 6 years 134,449 168,585 Software 4 years 25,768 34,582 Construction in progress 427,727 200,735 Property and equipment, gross $ 2,358,885 $ 1,756,519 Less: Accumulated depreciation and amortization (538,940) (408,988) Property and equipment, net $ 1,819,945 $ 1,347,531 (1) Lesser of useful life or remaining lease term |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Impacts | The components of operating lease cost were as follows: (in thousands) 2022 2021 2020 Operating lease cost $ 410,322 $ 340,565 $ 196,936 Variable and short-term lease cost 39,179 38,089 24,157 Total operating lease cost $ 449,501 $ 378,654 $ 221,093 Supplemental disclosure of cash flow information related to operating leases were as follows: (in thousands) 2022 2021 2020 Cash paid for the amount used to measure the operating lease liabilities $ 367,098 $ 288,099 $ 156,675 Operating lease assets obtained in exchange for lease obligations $ 426,416 $ 599,170 $ 613,517 Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations $ 8,122 $ 109,430 $ (7,793) Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments, and new leases. The assumptions used to value operating leases for the periods presented were as follows: December 31, 2022 December 31, 2021 Weighted-average remaining lease term 5.7 years 5.8 years Weighted-average discount rate 6.76 % 6.17 % |
Short-Term Borrowings and Lon_2
Short-Term Borrowings and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Short-Term Borrowings | Details of carrying amounts of short-term borrowings were as follows: (in thousands) Borrowing Limit December 31, 2022 December 31, 2021 Maturity Date Interest rate (%) May 2023 - December 2023 1.86 – 5.38 $ 187,733 $ 176,458 $ 7,887 Less: unamortized discounts (1,055) (76) Total short-term borrowings $ 175,403 $ 7,811 |
Schedule of Long-Term Debt | Details of carrying amounts of long-term debt were as follows: (in thousands) December 31, 2022 December 31, 2021 Maturity Date Interest rate (%) Borrowing Limit February 2024 (1) (5) $ 1,000,000 $ — $ — November 2024 (2) CD interest rate (91 days) + 2.30 126,253 — — February 2023 – April 2025 (3) 2.65 – 4.45 3,160 3,160 20,952 October 2023 – March 2027 (4) 2.87 – 5.95 811,804 667,009 605,229 Total principal long-term debt $ 1,941,217 $ 670,169 $ 626,181 Less: current portion of long-term debt (128,936) (341,717) Less: unamortized discounts (3,353) (1,274) Total long-term debt $ 537,880 $ 283,190 (1) Relates to our 2021 revolving credit facility as described below. (2) Relates to our 2022 revolving credit facility as described below (3) We entered into various loan agreements with fixed interest rates for general operating purposes. (4) Relates to our term loan facility agreements as described below. At December 31, 2022, we had pledged up to $974 million of land and buildings as collateral against long-term loan facilities. (5) Borrowings under the 2021 revolving credit facility bear interest, at our option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%. |
Schedule of Long-Term Debt Maturities | Future principal payments for long-term debt as of December 31, 2022 were as follows: (in thousands) Long-term debt 2023 $ 129,883 2024 180,046 2025 182 2026 44,425 2027 315,633 Thereafter — Total $ 670,169 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Contractual Commitments | The following summarizes our minimum contractual commitments as of December 31, 2022: (in thousands) Unconditional purchase obligations (unrecognized) Long-term debt (including interest) Operating leases Total 2023 $ 249,769 $ 155,028 $ 409,631 $ 814,428 2024 287,554 202,571 375,354 865,479 2025 212,285 15,317 311,751 539,353 2026 182,836 59,420 237,649 479,905 2027 182,438 318,949 170,947 672,334 Thereafter 195,357 — 408,628 603,985 Total undiscounted payments $ 1,310,239 $ 751,285 $ 1,913,960 $ 3,975,484 Less: lease imputed interest (354,356) Total lease commitments $ 1,559,604 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 15, 2021 USD ($) $ / shares shares | Mar. 02, 2022 segement | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) operating_segments | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Number of operating segments | 1 | 2 | ||||
Advertising expenses | $ 605,000,000 | $ 433,000,000 | $ 128,000,000 | |||
Accounts receivable, net | 64,000,000 | 90,000,000 | ||||
Inventory and fixed asset losses due to fulfillment center fire | 0 | 284,825,000 | 0 | |||
Impairment losses of long-lived assets, including intangible assets | 0 | $ 0 | $ 0 | |||
Fire | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Refundable insurance advance payment | $ 79,000,000 | |||||
Cost of sales | Fire | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Inventory and fixed asset losses due to fulfillment center fire | $ 158,000,000 | |||||
Operating, general and administrative | Fire | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Inventory and fixed asset losses due to fulfillment center fire | $ 138,000,000 | |||||
Options | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Vesting period | 4 years | |||||
Cash and Cash Equivalents | Financial Institutions | Three Financial Institutions | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration risk (in percentage) | 70% | |||||
Cash and Cash Equivalents | Financial Institutions | Five Financial Institutions | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration risk (in percentage) | 77% | |||||
Accounts Receivable | Customer Concentration Risk | Four Payment Processing Companies | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration risk (in percentage) | 41% | |||||
Accounts Receivable | Customer Concentration Risk | Six Payment Processing Companies | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Concentration risk (in percentage) | 14% | |||||
Common Class A | ||||||
Basis of Presentation of Summary of Significant Accounting Policies [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 100,000,000 | |||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 35 | |||||
Proceeds from sale of stock, net | $ 3,400,000,000 | |||||
Payments for underwriting discounts | $ 69,000,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash paid for income taxes, net of refunds | $ 5,911 | $ 2,588 | $ 857 |
Cash paid for interest | 19,336 | 21,465 | 23,658 |
(Decrease) increase in property and equipment-related accounts payable | (67,665) | 45,205 | 48,236 |
Conversion of common units into Class A and Class B common stock | 0 | 87,064 | 0 |
Conversion of redeemable convertible preferred units into Class A and Class B common stock | 0 | 3,465,611 | 0 |
Conversion of convertible notes into Class A common stock | $ 0 | $ 609,999 | $ 0 |
Net Revenues (Details)
Net Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 20,582,615 | $ 18,406,372 | $ 11,967,339 |
Deferred revenue recognized in period | 86,000 | 60,000 | 29,000 |
Net retail sales | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 18,338,177 | 16,487,975 | 11,045,096 |
Third-party merchant services | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | 1,869,495 | 1,695,422 | 789,557 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total net revenues | $ 374,943 | $ 222,975 | $ 132,686 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 2 Months Ended | 12 Months Ended | |
Mar. 02, 2022 segement | Mar. 02, 2022 segement | Dec. 31, 2022 operating_segments | |
Segment Reporting [Abstract] | |||
Total number of segments | 2 | ||
Number of operating segments | 1 | 2 | |
Number of reportable segments | 2 | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of segment reporting information by segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total net revenues | $ 20,582,615 | $ 18,406,372 | $ 11,967,339 |
Total segment adjusted EBITDA | 381,212 | (747,636) | (357,144) |
Reconciling items: | |||
Equity-based compensation | (262,266) | (249,345) | (31,331) |
Interest expense | (27,169) | (45,358) | (107,762) |
Other non-operating expense | (6,715) | (10,913) | 149,900 |
Loss before income taxes | (93,105) | (1,541,588) | (462,865) |
Operating Segments | Product Commerce | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total net revenues | 19,954,594 | 17,837,717 | 11,873,246 |
Total segment adjusted EBITDA | 605,838 | (360,896) | (263,294) |
Operating Segments | Developing Offerings | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total net revenues | 628,021 | 568,655 | 94,093 |
Total segment adjusted EBITDA | (224,626) | (386,740) | (93,850) |
Segment Reconciling Items | |||
Reconciling items: | |||
Depreciation and amortization | (230,965) | (201,480) | (127,519) |
Equity-based compensation | (262,266) | (249,345) | (31,331) |
Interest expense | (27,169) | (45,358) | (107,762) |
Interest income | 52,798 | 8,645 | 10,991 |
Other non-operating expense | (6,715) | (10,913) | 149,900 |
Fulfillment center fire losses | $ 0 | $ (295,501) | $ 0 |
Equity-based Compensation Pla_3
Equity-based Compensation Plans - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of outstanding stock | 5% | |||
Equity-based compensation expense | $ 262,266 | $ 249,345 | $ 31,331 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 41,000 | |||
Unamortized compensation expense | $ 539,000 | |||
Unamortized compensation expense, period for recognition | 2 years 7 months 6 days | |||
RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Unamortized compensation expense, period for recognition | 1 year 3 months 18 days | |||
Unamortized compensation expense, options | $ 11,000 | |||
Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares to be issued (in shares) | 302,813,864 | 220,779,743 |
Equity-based Compensation Pla_4
Equity-based Compensation Plans - Schedule of Restricted Stock Units Activity (Details) - RSUs - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of RSUs | |||
RSUs outstanding, beginning balance (in shares) | 23,511 | ||
RSUs grants in period (in shares) | 29,696 | ||
RSUs vested in period (in shares) | (9,719) | ||
RSUs forfeited / canceled in period (in shares) | (8,310) | ||
RSUs outstanding, ending balance (in shares) | 35,178 | 23,511 | |
Weighted Average Grant-Date Fair Value | |||
Weighted average grant date fair value of RSU at beginning period (in usd per share) | $ 23.80 | ||
Weighted-average grant date fair value of grants during period (in usd per share) | 17.24 | $ 32.17 | $ 7.06 |
RSUs vested in period, weighted average exercise price (in usd per share) | 22.30 | ||
RSUs forfeited / cancelled in period, weighted average exercise price (in usd per share) | 21.22 | ||
Weighted average grant date fair value of RSU at ending period (in usd per share) | $ 19.29 | $ 23.80 |
Equity-based Compensation Pla_5
Equity-based Compensation Plans - Schedule of RSU Information (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value of grants during period (in usd per share) | $ 17.24 | $ 32.17 | $ 7.06 |
Fair value of RSUs at vesting | $ 180,770 | $ 412,669 | $ 14,649 |
Equity-based Compensation Pla_6
Equity-based Compensation Plans - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Options outstanding at beginning of the period (in shares) | 31,635 | |
Options forfeited/cancelled (in shares) | (965) | |
Options exercised (in shares) | (8,685) | |
Options outstanding at ending of the period (in shares) | 21,985 | 31,635 |
Options exercisable as of December 31, 2021 (in shares) | 13,932 | |
Options expected to vest as of December 31, 2021 (in shares) | 7,403 | |
Weighted Average Exercise Price | ||
Weighted average exercise price of options outstanding at beginning of the period (in USD per share) | $ 5.15 | |
Weighted average exercise price of options forfeited/cancelled (in USD per share) | 2.27 | |
Weighted average exercise price of options exercised (in USD per share) | 2.05 | |
Weighted average exercise price of options outstanding at ending of the period (in USD per share) | 6.50 | $ 5.15 |
Weighted average exercise price of options exercisable as of December 31, 2021 (in USD per share) | 6.11 | |
Weighted average exercise price of options expected to vest as of December 31, 2021 (in USD per share) | $ 7.60 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Weighted average remaining contractual term of options outstanding (in years) | 5 years 10 months 24 days | 6 years 11 months 8 days |
Weighted average remaining contractual term of options exercisable as of December 31, 2021 (in years) | 5 years 8 months 15 days | |
Weighted average remaining contractual term of options expected to vest as of December 31, 2021 (in years) | 6 years 2 months 4 days | |
Aggregate Intrinsic Value | ||
Intrinsic value of options outstanding at beginning of period | $ 192,001 | $ 766,531 |
Intrinsic value of options exercisable as of December 31, 2021 | 126,509 | |
Intrinsic value of options expected to vest as of December 31, 2021 | $ 57,448 |
Equity-based Compensation Pla_7
Equity-based Compensation Plans - Schedule of Valuation Assumptions for Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value of options granted during period (in usd per share) | $ 0 | $ 16.46 | $ 1.57 |
Intrinsic fair value of stock options exercised | $ 131,480 | $ 675,935 | $ 44,076 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term (years) | 4 years 3 months 7 days | 6 years 1 month 24 days | |
Weighted-average expected volatility (in percentage) | 70% | 66% | |
Expected dividend yield | 0% | 0% | |
Stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum risk-free interest rate (in percentage) | 0.62% | 0.34% | |
Maximum risk-free interest rate (in percentage) | 1.68% |
Equity-based Compensation Pla_8
Equity-based Compensation Plans - Schedule of Equity Based Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 262,266 | $ 249,345 | $ 31,331 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | 15,925 | 10,981 | 620 |
Operating, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 246,341 | $ 238,364 | $ 30,711 |
Defined Severance Benefits - Sc
Defined Severance Benefits - Schedule of Defined Benefits Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Defined benefit obligation, beginning balance | $ 283,032 | $ 164,573 | |
Current service costs | 143,354 | 120,784 | $ 70,019 |
Interest cost | 8,169 | 2,869 | 1,310 |
Actuarial (gains) losses | (31,515) | 52,528 | |
Payments from plans | (81,097) | (49,712) | |
Plan changes | 0 | 10,263 | |
Cumulative effects of foreign currency translation | (17,471) | (18,273) | |
Defined benefit obligation, ending balance | 304,472 | 283,032 | $ 164,573 |
Current | 78,365 | 76,368 | |
Noncurrent | $ 226,107 | $ 206,664 |
Defined Severance Benefits - Na
Defined Severance Benefits - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Accumulated benefit obligation | $ 225 | $ 210 |
Defined Severance Benefits - _2
Defined Severance Benefits - Schedule of Components of Net Periodic Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Current service costs | $ 143,354 | $ 120,784 | $ 70,019 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other non-operating expense | ||
Interest cost | $ 8,169 | 2,869 | 1,310 |
Amortization of: | |||
Prior service cost | 3,382 | 90 | 0 |
Net actuarial loss | 6,319 | 4,471 | 140 |
Net periodic benefit cost | $ 161,224 | $ 128,214 | $ 71,469 |
Defined Severance Benefits - _3
Defined Severance Benefits - Schedule of Principal Actuarial Assumptions Used to Determine Defined Benefits Liabilities (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate (in percentage) | 5.10% | 2.70% |
Salary growth rate (in percentage) | 5% | 5% |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate (in percentage) | 5.30% | 3% |
Salary growth rate (in percentage) | 8% | 5.24% |
Defined Severance Benefits - _4
Defined Severance Benefits - Schedule of Principal Actuarial Assumptions Used to Determine the Net Period Cost (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate (in percentage) | 2.70% | 1.73% | 1.74% |
Salary growth rate (in percentage) | 5% | 1.48% | 1.51% |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate (in percentage) | 3% | 2.57% | 2.45% |
Salary growth rate (in percentage) | 5.24% | 5% | 5% |
Defined Severance Benefits - _5
Defined Severance Benefits - Schedule of Expected Maturity Analysis of Undiscounted Defined Severance Benefits (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
Defined severance benefits, less than 1 year | $ 83,830 |
Defined severance benefits, between 1-2 years | 86,054 |
Defined severance benefits, between 2-5 years | 218,475 |
Defined severance benefits, over 5 years | 319,927 |
Defined severance benefits | $ 708,286 |
Other (Expense) Income, net - S
Other (Expense) Income, net - Schedule of other (expense) income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Revaluation of derivative instrument gain | $ 0 | $ 0 | $ 149,830 |
Foreign currency gain (loss) | 9,229 | (2,933) | 2,442 |
Other non-operating expense | (15,944) | (7,980) | (2,372) |
Other (expense) income, net | $ (6,715) | $ (10,913) | $ 149,900 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current taxes | |||
Current taxes | $ 39,399 | $ 1,002 | $ 292 |
Deferred taxes | |||
Deferred income tax expense (benefit) | (40,462) | 0 | 0 |
Income tax (benefit) expense | (1,063) | 1,002 | 292 |
United States | |||
Current taxes | |||
Current taxes expense (benefit), United States | 3 | 2 | 1 |
Deferred taxes | |||
Deferred tax expense (benefit), United States | (40,462) | 0 | 0 |
Korea | |||
Current taxes | |||
Current foreign tax expense (benefit) | 37,474 | 5 | 0 |
Deferred taxes | |||
Deferred foreign income tax expense (benefit) | 0 | 0 | 0 |
Other | |||
Current taxes | |||
Current foreign tax expense (benefit) | 1,922 | 995 | 291 |
Deferred taxes | |||
Deferred foreign income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Loss before income taxes | $ (93,105) | $ (1,541,588) | $ (462,865) |
United States | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Income (loss) from continuing operations before income taxes, domestic | (232,278) | (296,529) | (8,771) |
Korea | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Income (loss) from continuing operations before income taxes, foreign | 185,809 | (1,226,675) | (455,683) |
Other | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Income (loss) from continuing operations before income taxes, foreign | $ (46,636) | $ (18,384) | $ 1,589 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Taxes computed at the federal statutory rate | $ (19,552) | $ (323,770) | $ (99,667) |
Statutory rate difference | 51,114 | (43,633) | (14,192) |
Change in valuation allowances | (143,831) | 393,483 | 118,253 |
Global intangible low taxed income tax ("GILTI") | 93,097 | 0 | 0 |
Stock compensation | 36,992 | (20,428) | 0 |
Tax credit | (34,952) | (5,214) | 0 |
Other nondeductible expense | 15,157 | 260 | (3,994) |
Other | 912 | 304 | (108) |
Income tax (benefit) expense | $ (1,063) | $ 1,002 | $ 292 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Effects of Temporary Differences that Give Rise to Deferred Income Tax Assets and Deferred Income Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||||
Provision and allowances | $ 57,434 | $ 43,156 | ||
Depreciation | 6,847 | 5,212 | ||
Accrued expenses | 51,922 | 43,223 | ||
Amortization | 32,166 | 49,529 | ||
Defined severance benefits | 70,628 | 68,421 | ||
Lease liabilities | 352,732 | 361,420 | ||
Net operating loss carryforwards | 789,856 | 1,019,583 | ||
Tax credits | 55,444 | 23,066 | ||
Other | 28,513 | 6,795 | ||
Total deferred tax assets | 1,445,542 | 1,620,405 | ||
Less: valuation allowances | (1,085,154) | (1,284,380) | $ (975,187) | $ (721,809) |
Total deferred tax assets net of valuation allowance | 360,388 | 336,025 | ||
Deferred tax liabilities | ||||
Prepaid expenses | (696) | (88) | ||
Accrued income | (1,693) | (1,745) | ||
Lease asset | (317,286) | (333,965) | ||
Loan payable | (250) | (89) | ||
Other | (1) | (138) | ||
Total deferred liabilities | 319,926 | 336,025 | ||
Net deferred tax assets/(liabilities) | $ 40,462 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Valuation allowance | $ 1,085,154 | $ 1,284,380 | $ 975,187 | $ 721,809 |
Operating loss carryforwards | 3,400,000 | |||
Unrecognized tax benefits | 0 | $ 0 | ||
Korea | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Operating loss carryforwards | 3,320,878 | |||
State and Local Jurisdiction | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Corporate tax credit carryforward | 50,900 | |||
State and Local Jurisdiction | Between 2034 and 2042 | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Corporate tax credit carryforward | $ 37,500 |
Income Taxes - Reconcilation of
Income Taxes - Reconcilation of the Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets, valuation allowance, beginning balance | $ (1,284,380) | $ (975,187) | $ (721,809) |
Changes to existing valuation allowances | 103,005 | (393,430) | (118,144) |
Derecognition of valuation allowances | 40,462 | 0 | 0 |
Changes in foreign exchange rates, statutory rates and other | 55,759 | 84,237 | (135,234) |
Deferred tax assets, valuation allowance, ending balance | $ (1,085,154) | $ (1,284,380) | $ (975,187) |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | $ 3,400,000 |
Korea | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 3,320,878 |
Korea | 2025 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 278,813 |
Korea | 2026 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 418,051 |
Korea | 2027 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 518,509 |
Korea | 2028 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 830,812 |
Korea | 2029 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | 332,525 |
Korea | 2035 - 2037 | |
Investments, Owned, Federal Income Tax Note [Line Items] | |
Operating loss carryforwards | $ 942,168 |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net loss | $ (92,042) | $ (1,542,590) | $ (463,157) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | (92,734) |
Net loss attributable to Class A and Class B common stockholders | $ (92,042) | $ (1,542,590) | $ (555,891) |
Denominator | |||
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,764,598 | 1,423,887 | 29,012 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,764,598 | 1,423,887 | 29,012 |
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share) | $ (0.05) | $ (1.08) | $ (19.16) |
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share) | $ (0.05) | $ (1.08) | $ (19.16) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible debt | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 178,567 |
Redeemable convertible preferred units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 0 | 1,329,465 |
Equity compensation awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 24,147 | 46,228 | 79,747 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities at Fair Value (Details) - Fair Value, Recurring - Level 1 - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | $ 3,509,334 | $ 3,487,708 |
Time deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 99,730 | 250,839 |
Other current assets | 17,754 | 0 |
Long-term restricted cash | 1,624 | 2,839 |
Money market trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 76,586 | $ 68,961 |
Property and Equipment, net -Sc
Property and Equipment, net -Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,358,885 | $ 1,756,519 |
Less: Accumulated depreciation and amortization | (538,940) | (408,988) |
Property and equipment, net | 1,819,945 | 1,347,531 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 295,860 | 140,786 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 40 years | |
Property and equipment, gross | $ 302,521 | 320,059 |
Equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 647,699 | 551,304 |
Equipment and furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 2 years | |
Equipment and furniture | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 8 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 524,861 | 340,468 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 134,449 | 168,585 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 4 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 6 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, useful life | 4 years | |
Property and equipment, gross | $ 25,768 | 34,582 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 427,727 | $ 200,735 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 229 | $ 200 | $ 128 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, remaining lease term | 10 years |
Lessee, operating lease, lease not yet commenced, undiscounted amount | $ 308 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, lease not yet commenced, term of contract | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, operating lease, lease not yet commenced, term of contract | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Balance Sheet Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 410,322 | $ 340,565 | $ 196,936 |
Variable and short-term lease cost | 39,179 | 38,089 | 24,157 |
Total operating lease cost | $ 449,501 | $ 378,654 | $ 221,093 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosure of cash-flow information | |||
Cash paid for the amount used to measure the operating lease liabilities | $ 367,098 | $ 288,099 | $ 156,675 |
Operating lease assets obtained in exchange for lease obligations | 426,416 | 599,170 | 613,517 |
Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations | $ 8,122 | $ 109,430 | $ (7,793) |
Weighted Average Remaining Lease Term [Abstract] | |||
Weighted-average remaining lease term | 5 years 8 months 12 days | 5 years 9 months 18 days | |
Weighted-average discount rate | 6.76% | 6.17% |
Short-Term Borrowings and Lon_3
Short-Term Borrowings and Long-Term Debt - Schedule of Short-term Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Borrowing limit | $ 1,941,217 | |
Total short-term borrowings | 175,403 | $ 7,811 |
Line of credit | ||
Line of Credit Facility [Line Items] | ||
Total principal short-term borrowings | 176,458 | 7,887 |
Less: unamortized discounts | (1,055) | (76) |
Total short-term borrowings | 175,403 | $ 7,811 |
Line of credit | May 2023 - December 2023 | ||
Line of Credit Facility [Line Items] | ||
Borrowing limit | $ 187,733 | |
Line of credit | May 2023 - December 2023 | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate (%) | 1.86% | |
Line of credit | May 2023 - December 2023 | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate (%) | 5.38% |
Short-Term Borrowings and Lon_4
Short-Term Borrowings and Long-Term Debt - Short-Term Borrowings - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 31, 2022 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Borrowing limit | $ 1,941,217 | ||
Line of credit | May 2023 - December 2023 | |||
Short-Term Debt [Line Items] | |||
Debt instrument term | 1 year | ||
Borrowing limit, total initial borrowings | $ 47,000 | ||
Restricted cash | $ 57,000 | ||
Loans payable | USD 87 million, loan | |||
Short-Term Debt [Line Items] | |||
Debt instrument term | 1 year | ||
Borrowing limit | $ 87,000 | ||
Assets pledged as collateral | $ 104,000 | ||
Fixed interest rate | 4.75% |
Short-Term Borrowings and Lon_5
Short-Term Borrowings and Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 31, 2022 | Dec. 31, 2022 | Oct. 03, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Borrowing limit | $ 1,941,217 | |||
Total principal long-term debt | 670,169 | $ 626,181 | ||
Current portion of long-term debt | (128,936) | (341,717) | ||
Less: unamortized discounts | (3,353) | (1,274) | ||
Total | 537,880 | 283,190 | ||
Line of credit | February 2024 | ||||
Debt Instrument [Line Items] | ||||
Borrowing limit | 1,000,000 | |||
Total principal long-term debt | $ 0 | 0 | ||
Line of credit | February 2024 | Federal funds rate or composite overnight bank borrowings rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate (in percentage) | 0.50% | |||
Line of credit | February 2024 | Adjusted LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate (in percentage) | 1% | |||
Line of credit | February 2024 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate (in percentage) | 1% | |||
Line of credit | November 2024 | ||||
Debt Instrument [Line Items] | ||||
Borrowing limit | $ 126,253 | |||
Total principal long-term debt | 0 | 0 | ||
Variable interest rate (in percentage) | 2.30% | |||
Assets pledged as collateral | $ 615,000 | |||
Line of credit | October 2023 - March 2027 | ||||
Debt Instrument [Line Items] | ||||
Borrowing limit | 811,804 | |||
Total principal long-term debt | 667,009 | 605,229 | ||
Assets pledged as collateral | $ 974,000 | |||
Line of credit | October 2023 - March 2027 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (%) | 2.87% | |||
Line of credit | October 2023 - March 2027 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (%) | 5.95% | |||
Loans payable | February 2023 - April 2025 | ||||
Debt Instrument [Line Items] | ||||
Borrowing limit | $ 3,160 | |||
Total principal long-term debt | $ 3,160 | $ 20,952 | ||
Loans payable | February 2023 - April 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (%) | 2.65% | |||
Loans payable | February 2023 - April 2025 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (%) | 4.45% |
Short-Term Borrowings and Lon_6
Short-Term Borrowings and Long-Term Debt - Long-Term Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2022 | Mar. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 03, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Borrowing limit | $ 1,941,217,000 | |||||||||
Repayment of long-term debt | $ 446,376,000 | $ 169,575,000 | $ 35,141,000 | |||||||
Loans payable | USD 316 million, loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 5 years | |||||||||
Borrowing limit | $ 316,000,000 | |||||||||
Interest rate (%) | 4.26% | |||||||||
Loans payable | USD 316 million, loan | Asset Pledged as Collateral without Right | Land and Building | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Property and equipment, net | $ 379,000,000 | |||||||||
Loans payable | USD 142 million, loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 2 years | |||||||||
Borrowing limit | $ 142,000,000 | |||||||||
Interest rate (%) | 3.87% | |||||||||
Pledged assets, collateral, real estate | $ 170,000,000 | |||||||||
Secured debt | USD 44 million, term loan credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 5 years | |||||||||
Borrowing limit | $ 44,000,000 | |||||||||
Interest rate (%) | 3.78% | |||||||||
Secured debt | USD 22 million, term loan credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 3 years | |||||||||
Borrowing limit | $ 22,000,000 | |||||||||
Interest rate (%) | 3.68% | |||||||||
Secured debt | USD 47 million & 23 million, term loan credit facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Pledged assets, collateral, real estate | $ 80,000,000 | |||||||||
Secured debt | Two-year loan agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 2 years | |||||||||
Borrowing limit | $ 130,000,000 | |||||||||
Interest rate (%) | 3.45% | |||||||||
Pledged assets, collateral, real estate | $ 156,000,000 | |||||||||
November 2024 | Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 2 years | |||||||||
Borrowing limit, total initial borrowings | $ 126,000,000 | |||||||||
Variable interest rate (in percentage) | 2.30% | |||||||||
Assets pledged as collateral | $ 615,000,000 | |||||||||
Borrowing limit | $ 126,253,000 | |||||||||
February 2024 | Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 3 years | |||||||||
Line of credit, additional incremental borrowings | $ 1,250,000,000 | |||||||||
Balance drawn | 0 | |||||||||
Borrowing limit | 1,000,000,000 | |||||||||
October 2023 - March 2027 | Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Assets pledged as collateral | 974,000,000 | |||||||||
Borrowing limit | $ 811,804,000 | |||||||||
Repayment of long-term debt | $ 149,000,000 | |||||||||
USD 158 million, term loan, maturing 2024 | Loans payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 3 years | |||||||||
Borrowing limit | $ 158,000,000 | |||||||||
Interest rate (%) | 3.155% | |||||||||
Pledged assets, collateral, real estate | $ 189,000,000 |
Short-Term Borrowings and Lon_7
Short-Term Borrowings and Long-Term Debt - Schedule of Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Maturities of Long-term Debt [Abstract] | ||
2023 | $ 129,883 | |
2024 | 180,046 | |
2025 | 182 | |
2026 | 44,425 | |
2027 | 315,633 | |
Thereafter | 0 | |
Total principal long-term debt | $ 670,169 | $ 626,181 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Contractual Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Unconditional purchase obligations (unrecognized) | |
2023 | $ 249,769 |
2024 | 287,554 |
2025 | 212,285 |
2026 | 182,836 |
2027 | 182,438 |
Thereafter | 195,357 |
Total undiscounted payments | 1,310,239 |
Long-term debt (including interest) | |
2023 | 155,028 |
2024 | 202,571 |
2025 | 15,317 |
2026 | 59,420 |
2027 | 318,949 |
Thereafter | 0 |
Total undiscounted payments | 751,285 |
Operating leases | |
2023 | 409,631 |
2024 | 375,354 |
2025 | 311,751 |
2026 | 237,649 |
2027 | 170,947 |
Thereafter | 408,628 |
Total undiscounted payments | 1,913,960 |
Less: lease imputed interest | (354,356) |
Total lease commitments | 1,559,604 |
Total | |
2023 | 814,428 |
2024 | 865,479 |
2025 | 539,353 |
2026 | 479,905 |
2027 | 672,334 |
Thereafter | 603,985 |
Total undiscounted payments | $ 3,975,484 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Mar. 15, 2021 shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) votesPerShare votes $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Apr. 11, 2019 shares | |
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred units authorized (in shares) | 1,448,632,049 | |||||
Common units authorized (in shares) | 264,166,544 | |||||
Preferred stock, shares authorized (in shares) | 2,000,000,000 | |||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.0001 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Stockholders' equity attributable to parent | $ | $ 2,175,957 | $ 2,413,913 | $ (4,068,862) | $ (3,532,912) | ||
Chief Executive Officer | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred units (in shares) | 132,859,550 | |||||
Common Units | ||||||
Class of Stock [Line Items] | ||||||
Conversion of common units into Class A and Class B common stock (in shares) | 128,723,000 | |||||
Common Units | PIUs | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, conversion discount (in shares) | 75,862 | |||||
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity attributable to parent | $ | $ 36,000 | 45,000 | ||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||||||
Class of Stock [Line Items] | ||||||
Stockholders' equity attributable to parent | $ | $ (84,000) | $ (43,000) | ||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred units (in shares) | 1,196,605,432 | |||||
Common stock, shares authorized (in shares) | 10,000,000,000 | |||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of votes per share of common stock | votesPerShare | 1 | |||||
Common Class A | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 1,200,000 | |||||
Common Class A | Common Units | ||||||
Class of Stock [Line Items] | ||||||
Conversion of common units into Class A and Class B common stock (in shares) | 85,579,584 | |||||
Common Class A | Common Units | PIUs | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 22,443,220 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 250,000,000 | |||||
Common stock, par value (in usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of votes per share of common stock | votes | 29 | |||||
Number of Class A shares granted in conversion (in shares) | 1 | |||||
Common Class B | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | (1,200,000) | |||||
Common Class B | Chief Executive Officer | PIUs | ||||||
Class of Stock [Line Items] | ||||||
Conversion of common units into Class A and Class B common stock (in shares) | 43,143,440 |
Convertible Notes and Derivat_2
Convertible Notes and Derivative Instrument - Narrative (Details) - Convertible notes - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Converted instrument, shares issued (in shares) | 171,750,446 | |||
Interest expense | $ 20 | $ 91 | ||
Change in fair value of the derivative instrument | $ 150 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial information of Parent (Coupang, Inc.) - Condensed Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | |||
Management service fee revenues | $ 20,582,615 | $ 18,406,372 | $ 11,967,339 |
Operating cost and expenses | (20,694,634) | (19,900,334) | (12,483,333) |
Interest expense | (27,169) | (45,358) | (107,762) |
Other (expense) income, net | (6,715) | (10,913) | 149,900 |
Net loss | (92,042) | (1,542,590) | (463,157) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | (92,734) |
Net loss attributable to Class A and Class B common stockholders | (92,042) | (1,542,590) | (555,891) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | 8,741 | 40,844 | (20,730) |
Actuarial gain (loss) on defined severance benefits, net of tax | 41,217 | (57,490) | (18,005) |
Total other comprehensive income (loss) | 49,958 | (16,646) | (38,735) |
Comprehensive loss | (42,084) | (1,559,236) | (501,892) |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Management service fee revenues | 17,248 | 17,003 | 0 |
Operating cost and expenses | (323,603) | (349,439) | (52,067) |
Interest expense | (1,775) | (21,580) | (91,035) |
Other (expense) income, net | 27,003 | 2,575 | 149,835 |
Loss before income taxes | (281,127) | (351,441) | 6,733 |
Equity in earnings (losses) of subsidiaries | 189,085 | (1,191,149) | (469,890) |
Net loss | (92,042) | (1,542,590) | (463,157) |
Less: premium on repurchase of redeemable convertible preferred units | 0 | 0 | (92,734) |
Net loss attributable to Class A and Class B common stockholders | (92,042) | (1,542,590) | (555,891) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | 8,741 | 40,844 | (20,730) |
Actuarial gain (loss) on defined severance benefits, net of tax | 41,217 | (57,490) | (18,005) |
Total other comprehensive income (loss) | 49,958 | (16,646) | (38,735) |
Comprehensive loss | $ (42,084) | $ (1,559,236) | $ (501,892) |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial information of Parent (Coupang, Inc.) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||||
Cash and cash equivalents | $ 3,509,334 | $ 3,487,708 | ||
Prepaids and other current assets | 303,166 | 232,447 | ||
Total current assets | 5,830,130 | 5,636,806 | ||
Total assets | 9,512,903 | 8,641,834 | ||
Liabilities and stockholders' equity | ||||
Other current liabilities | 418,681 | 266,709 | ||
Total current liabilities | 5,062,506 | 4,744,288 | ||
Total liabilities | 7,098,990 | 6,465,877 | ||
Stockholders' equity | ||||
Class A and Class B common stock | 177 | 175 | ||
Additional paid-in capital | 8,154,076 | 7,874,038 | ||
Accumulated other comprehensive income (loss) | 2,219 | (47,739) | ||
Accumulated deficit | (5,742,559) | (5,650,517) | ||
Total stockholders' equity | 2,413,913 | 2,175,957 | $ (4,068,862) | $ (3,532,912) |
Total liabilities and stockholders' equity | 9,512,903 | 8,641,834 | ||
Parent Company | ||||
Assets | ||||
Cash and cash equivalents | 1,594,566 | 2,358,035 | ||
Restricted cash | 57,000 | 0 | ||
Prepaids and other current assets | 10,815 | 46,386 | ||
Total current assets | 1,662,381 | 2,404,421 | ||
Other long-term assets | 766 | 1,426 | ||
Investment in subsidiaries | 762,428 | (145,577) | ||
Total assets | 2,425,575 | 2,260,270 | ||
Liabilities and stockholders' equity | ||||
Other current liabilities | 11,662 | 84,313 | ||
Total current liabilities | 11,662 | 84,313 | ||
Total liabilities | 11,662 | 84,313 | ||
Stockholders' equity | ||||
Class A and Class B common stock | 177 | 175 | ||
Additional paid-in capital | 8,154,076 | 7,874,038 | ||
Accumulated other comprehensive income (loss) | 2,219 | (47,739) | ||
Accumulated deficit | (5,742,559) | (5,650,517) | ||
Total stockholders' equity | 2,413,913 | 2,175,957 | ||
Total liabilities and stockholders' equity | $ 2,425,575 | $ 2,260,270 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial information of Parent (Coupang, Inc.) - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net cash used in operating activities | $ 565,439 | $ (410,578) | $ 301,554 |
Investing activities | |||
Net cash used in investing activities | (848,254) | (675,525) | (520,654) |
Financing activities | |||
Repurchase of common units and preferred units | 0 | 0 | (97,043) |
Deferred offering costs paid | 0 | (11,618) | 0 |
Proceeds from issuance of common stock/units, equity-based compensation plan | 17,774 | 62,281 | 28,613 |
Net cash provided by financing activities | 247,352 | 3,576,850 | 178,502 |
Cash and cash equivalents | |||
Net (decrease) increase in cash and cash equivalents, and restricted cash | (123,073) | 2,409,045 | 29,767 |
Cash and cash equivalents, and restricted cash, as of beginning of period | 3,810,347 | 1,401,302 | 1,371,535 |
Cash and cash equivalents, and restricted cash, as of end of period | 3,687,274 | 3,810,347 | 1,401,302 |
Parent Company | |||
Operating activities | |||
Net cash used in operating activities | (79,277) | (57,783) | (7,587) |
Investing activities | |||
Capital contribution to subsidiaries | (725,400) | (1,273,629) | (184,490) |
Return of capital contribution from subsidiaries | 80,434 | 202,834 | 253,921 |
Net cash used in investing activities | (644,966) | (1,070,795) | 69,431 |
Financing activities | |||
Repurchase of common units and preferred units | 0 | 0 | (97,043) |
Proceeds from issuance of common units and preferred units, net of issuance costs | 0 | 3,431,277 | 28,613 |
Deferred offering costs paid | 0 | (11,618) | 0 |
Proceeds from issuance of common stock/units, equity-based compensation plan | 17,774 | 62,281 | 0 |
Other, net | 0 | (1,663) | 0 |
Net cash provided by financing activities | 17,774 | 3,480,277 | (68,430) |
Cash and cash equivalents | |||
Net (decrease) increase in cash and cash equivalents, and restricted cash | (706,469) | 2,351,699 | (6,586) |
Cash and cash equivalents, and restricted cash, as of beginning of period | 2,358,035 | 6,336 | 12,922 |
Cash and cash equivalents, and restricted cash, as of end of period | $ 1,651,566 | $ 2,358,035 | $ 6,336 |
Schedule I - Debt (Details)
Schedule I - Debt (Details) - February 2024 - Line of credit - USD ($) | Dec. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Balance drawn | $ 0 | |
Parent Company | ||
Debt Instrument [Line Items] | ||
Borrowing limit, total initial borrowings | $ 1,000,000,000 | |
Balance drawn | $ 0 |