Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41042 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 14600 Myford Road | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92606 | |
Entity Tax Identification Number | 47-3544981 | |
City Area Code | (888) | |
Local Phone Number | 748-4261 | |
Title of 12(b) Security | Class A common stock, $0.001 par value per share | |
Trading Symbol | RIVN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001874178 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Registrant Name | Rivian Automotive, Inc. / DE | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 949,892,592 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,825,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents (Note 12) | $ 7,941,000,000 | $ 11,568,000,000 |
Short-term investments (Note 12) | 1,192,000,000 | 0 |
Accounts receivable, net | 237,000,000 | 102,000,000 |
Inventory (Note 3) | 2,530,000,000 | 1,348,000,000 |
Other current assets | 186,000,000 | 112,000,000 |
Total current assets | 12,086,000,000 | 13,130,000,000 |
Property, plant, and equipment, net (Note 4) | 3,810,000,000 | 3,758,000,000 |
Operating lease assets, net | 345,000,000 | 330,000,000 |
Other non-current assets | 215,000,000 | 658,000,000 |
Total assets | 16,456,000,000 | 17,876,000,000 |
Current liabilities: | ||
Accounts payable | 1,134,000,000 | 1,000,000,000 |
Accrued liabilities (Note 6) | 1,116,000,000 | 1,154,000,000 |
Current portion of lease liabilities and other current liabilities | 374,000,000 | 270,000,000 |
Total current liabilities | 2,624,000,000 | 2,424,000,000 |
Long-term debt (Note 5) | 2,720,000,000 | 1,231,000,000 |
Non-current lease liabilities | 319,000,000 | 311,000,000 |
Other non-current liabilities | 241,000,000 | 111,000,000 |
Total liabilities | 5,904,000,000 | 4,077,000,000 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2022 and September 30, 2023 | 0 | 0 |
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 956 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively (Note 11) | 1,000,000 | 1,000,000 |
Additional paid-in capital | 27,590,000,000 | 26,926,000,000 |
Accumulated deficit | (17,037,000,000) | (13,126,000,000) |
Accumulated other comprehensive loss | (2,000,000) | (2,000,000) |
Total stockholders' equity | 10,552,000,000 | 13,799,000,000 |
Total liabilities and stockholders' equity | $ 16,456,000,000 | $ 17,876,000,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 |
Common stock, shares issued (in shares) | 956,000,000 | 926,000,000 |
Common stock, shares outstanding (in shares) | 956,000,000 | 926,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues (Note 2) | $ 1,337 | $ 536 | $ 3,119 | $ 995 |
Cost of revenues | 1,814 | 1,453 | 4,543 | 3,118 |
Gross profit | (477) | (917) | (1,424) | (2,123) |
Operating expenses | ||||
Research and development | 529 | 452 | 1,469 | 1,542 |
Selling, general, and administrative | 434 | 405 | 1,265 | 1,396 |
Total operating expenses | 963 | 857 | 2,734 | 2,938 |
Loss from operations | (1,440) | (1,774) | (4,158) | (5,061) |
Interest income | 126 | 69 | 391 | 94 |
Interest expense (Note 5) | (55) | (24) | (147) | (70) |
Other income, net | 2 | 6 | 4 | 12 |
Loss before income taxes | (1,367) | (1,723) | (3,910) | (5,025) |
Provision for income taxes | 0 | (1) | (1) | (4) |
Net loss | (1,367) | (1,724) | (3,911) | (5,029) |
Net loss attributable to common stockholders, basic | (1,367) | (1,724) | (3,911) | (5,029) |
Net loss attributable to common stockholders, diluted | $ (1,367) | $ (1,724) | $ (3,911) | $ (5,029) |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.44) | $ (1.88) | $ (4.15) | $ (5.53) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.44) | $ (1.88) | $ (4.15) | $ (5.53) |
Weighted-average common shares outstanding, basic (in shares) | 952 | 918 | 942 | 909 |
Weighted-average common shares outstanding, diluted (in shares) | 952 | 918 | 942 | 909 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,367) | $ (1,724) | $ (3,911) | $ (5,029) |
Other comprehensive loss | (2) | (3) | 0 | (4) |
Comprehensive loss | $ (1,369) | $ (1,727) | $ (3,911) | $ (5,033) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 900 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,514 | $ 1 | $ 25,887 | $ (6,374) | $ 0 |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 1 | ||||
Capital stock issuance | 1 | 1 | |||
Stock-based compensation | 338 | 338 | |||
Net loss | (1,593) | (1,593) | |||
Ending balance (in shares) at Mar. 31, 2022 | 901 | ||||
Ending balance at Mar. 31, 2022 | 18,260 | $ 1 | 26,226 | (7,967) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 900 | ||||
Beginning balance at Dec. 31, 2021 | 19,514 | $ 1 | 25,887 | (6,374) | 0 |
Stockholders' Equity | |||||
Other comprehensive loss | (4) | ||||
Net loss | (5,029) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 921 | ||||
Ending balance at Sep. 30, 2022 | 15,337 | $ 1 | 26,743 | (11,403) | (4) |
Beginning balance (in shares) at Mar. 31, 2022 | 901 | ||||
Beginning balance at Mar. 31, 2022 | 18,260 | $ 1 | 26,226 | (7,967) | 0 |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 15 | ||||
Capital stock issuance | 57 | 57 | |||
Stock-based compensation | 264 | 264 | |||
Other comprehensive loss | (1) | (1) | |||
Net loss | (1,712) | (1,712) | |||
Ending balance (in shares) at Jun. 30, 2022 | 916 | ||||
Ending balance at Jun. 30, 2022 | 16,868 | $ 1 | 26,547 | (9,679) | (1) |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 5 | ||||
Capital stock issuance | 7 | 7 | |||
Stock-based compensation | 189 | 189 | |||
Other comprehensive loss | (3) | (3) | |||
Net loss | (1,724) | (1,724) | |||
Ending balance (in shares) at Sep. 30, 2022 | 921 | ||||
Ending balance at Sep. 30, 2022 | $ 15,337 | $ 1 | 26,743 | (11,403) | (4) |
Beginning balance (in shares) at Dec. 31, 2022 | 926 | 926 | |||
Beginning balance at Dec. 31, 2022 | $ 13,799 | $ 1 | 26,926 | (13,126) | (2) |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 13 | ||||
Capital stock issuance | 5 | 5 | |||
Stock-based compensation | 286 | 286 | |||
Other comprehensive loss | 1 | 1 | |||
Net loss | (1,349) | (1,349) | |||
Ending balance (in shares) at Mar. 31, 2023 | 939 | ||||
Ending balance at Mar. 31, 2023 | $ 12,742 | $ 1 | 27,217 | (14,475) | (1) |
Beginning balance (in shares) at Dec. 31, 2022 | 926 | 926 | |||
Beginning balance at Dec. 31, 2022 | $ 13,799 | $ 1 | 26,926 | (13,126) | (2) |
Stockholders' Equity | |||||
Other comprehensive loss | 0 | ||||
Net loss | $ (3,911) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 956 | 956 | |||
Ending balance at Sep. 30, 2023 | $ 10,552 | $ 1 | 27,590 | (17,037) | (2) |
Beginning balance (in shares) at Mar. 31, 2023 | 939 | ||||
Beginning balance at Mar. 31, 2023 | 12,742 | $ 1 | 27,217 | (14,475) | (1) |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 7 | ||||
Capital stock issuance | 34 | 34 | |||
Stock-based compensation | 132 | 132 | |||
Other comprehensive loss | 1 | 1 | |||
Net loss | (1,195) | (1,195) | |||
Ending balance (in shares) at Jun. 30, 2023 | 946 | ||||
Ending balance at Jun. 30, 2023 | 11,714 | $ 1 | 27,383 | (15,670) | 0 |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 10 | ||||
Capital stock issuance | 2 | 2 | |||
Stock-based compensation | 205 | 205 | |||
Other comprehensive loss | (2) | (2) | |||
Net loss | $ (1,367) | (1,367) | |||
Ending balance (in shares) at Sep. 30, 2023 | 956 | 956 | |||
Ending balance at Sep. 30, 2023 | $ 10,552 | $ 1 | $ 27,590 | $ (17,037) | $ (2) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,911,000,000) | $ (5,029,000,000) |
Depreciation and amortization | 667,000,000 | 453,000,000 |
Stock-based compensation expense | 606,000,000 | 852,000,000 |
Inventory LCNRV charge and losses on firm purchase commitments | 114,000,000 | 696,000,000 |
Other non-cash activities | 46,000,000 | 87,000,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (135,000,000) | (82,000,000) |
Inventory | (1,471,000,000) | (1,203,000,000) |
Other current assets | (62,000,000) | 1,000,000 |
Other non-current assets | (67,000,000) | (14,000,000) |
Accounts payable and accrued liabilities | 220,000,000 | 479,000,000 |
Other current liabilities | 94,000,000 | 97,000,000 |
Other non-current liabilities | 140,000,000 | 57,000,000 |
Net cash used in operating activities | (3,759,000,000) | (3,606,000,000) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (1,405,000,000) | 0 |
Maturities of short-term investments | 225,000,000 | 0 |
Capital expenditures | (728,000,000) | (1,075,000,000) |
Net cash used in investing activities | (1,908,000,000) | (1,075,000,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of capital stock including employee stock purchase plan | 39,000,000 | 65,000,000 |
Proceeds from issuance of convertible notes | 1,485,000,000 | 0 |
Other financing activities | (15,000,000) | (3,000,000) |
Net cash provided by financing activities | 1,509,000,000 | 62,000,000 |
Effect of exchange rate changes on cash and cash equivalents | 0 | (4,000,000) |
Net change in cash | (4,158,000,000) | (4,623,000,000) |
Cash, cash equivalents, and restricted cash—Beginning of period | 12,099,000,000 | 18,423,000,000 |
Cash, cash equivalents, and restricted cash—End of period | 7,941,000,000 | 13,800,000,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Capital expenditures included in liabilities | 390,000,000 | 374,000,000 |
Capital stock issued to settle bonuses | 137,000,000 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 66,000,000 | $ 104,000,000 |
NATURE OF OPERATIONS AND PRESEN
NATURE OF OPERATIONS AND PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND PRESENTATION | NATURE OF OPERATIONS AND PRESENTATION Description and Organization Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian was formed for the purpose of designing, developing, manufacturing, and selling category-defining electric vehicles (”EVs”), accessories, and related services directly to customers in the consumer and commercial markets. The nature of the Company’s operations is primarily the production and sale of EVs in the United States of America (“United States”). Basis of Presentation - Interim Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Form 10-K”). Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. The Company has determined that the accounting estimates and related assumptions employed by the Company are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, actual results could differ from original estimates, requiring adjustments to these amounts in future periods. Cash and Cash Equivalents and Short-Term Investments Cash and cash equivalents include cash in banks and highly liquid investments with maturities of three months or less. Short-term investments are available-for-sale debt securities with maturities over three and up to twelve months recorded in “Short-term investments” on the Condensed Consolidated Balance Sheets . The Company’s Short-term investments are measured at fair value with unrealized gains and losses recorded in other comprehensive income on the Condensed Consolidated Statements of Comprehensive Loss with reclassification to net income upon maturity or sale of the security. “Cash and cash equivalents” were $11,568 million and $7,941 million, and “Short-term investments” were $0 million and $1,192 million as of December 31, 2022 and September 30, 2023, respectively, on the Condensed Consolidated Balance Sheets . “Cash and cash equivalents” and “Short-term investments” together were $11,568 million and $9,133 million as of December 31, 2022 and September 30, 2023, respectively. Refer to Note 12 “Fair Value Measurements” for more information about cash and cash equivalents and short-term investments. Restricted Cash Restricted cash is recorded in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets and was $531 million and $0 as of December 31, 2022 and September 30, 2023, respectively. Restricted cash primarily consisted of the balance of an account under the dominion and control of the administrative agent under the senior secured asset-based revolving credit facility (“ABL Facility”). In April 2023, all of the Company’s restricted cash associated with the ABL Facility was released due to expanded assets in the borrowing base in conjunction with the ABL Facility amendment. Refer to Note 5 "Debt" for more information about the ABL Facility amendment. Derivative Instruments In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either “Other current assets” or “Current portion of lease liabilities and other current liabilities” and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices for identical assets or liabilities in active markets. For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes. The Company has entered into commodity contracts, and the resulting asset, liability, and aggregate notional amount were not material as of December 31, 2022 and September 30, 2023. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the three and nine months ended September 30, 2022 and 2023, losses resulting from changes in fair value were not material. Revenues The Company primarily recognizes revenue from the sale of EVs. The Company’s contract liabilities are primarily related to payments collected prior to delivery of the EV, generally satisfied within one quarter or less, over-the-air (“OTA”) vehicle software updates, generally satisfied over the estimated useful life of the EV, and extended service contracts, satisfied over the coverage period. The Company’s contract liabilities were not material as of December 31, 2022. As of September 30, 2023, the Company’s contract liabilities were $186 million, with $77 million recorded in “Current portion of lease liabilities and other current liabilities” and $109 million recorded in “Other non-current liabilities” on the Condensed Consolidated Balance Sheets . Product Warranty The following table summarizes the Company’s warranty reserve recorded by line item on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 90 Other non-current liabilities 70 133 Total warranty reserve $ 100 $ 223 Concentration of Risk Counterparty Credit Risk Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, short-term investments, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the ABL Facility lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the transaction and the contractual terms of the agreement. As of December 31, 2022 and September 30, 2023, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, and customer deposits. As of December 31, 2022 and September 30, 2023, the counterparties to the Company’s derivative instruments and the ABL Facility lenders are financial institutions that the Company believes are of high credit quality. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of input materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary input materials or product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of input materials or product components and supply interruptions or shortages could materially impact the Company’s business. |
INVENTORY AND INVENTORY VALUATI
INVENTORY AND INVENTORY VALUATION | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND INVENTORY VALUATION | INVENTORY AND INVENTORY VALUATION The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Raw materials and work in progress $ 949 $ 1,713 Finished goods 399 817 Total inventory $ 1,348 $ 2,530 Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work in progress, finished goods, and service parts. The balance of the Company’s inventory was written down by $582 million and $292 million from its cost to its net realizable value as of December 31, 2022 and September 30, 2023, respectively. Additionally, the Company has LCNRV losses related to firm purchase commitments which were $338 million and $160 million as of December 31, 2022 and September 30, 2023, respectively, and are reflected in the inventory component of “Accrued liabilities” on the Condensed Consolidated Balance Sheets . Refer to Note 6 "Accrued Liabilities" for more information about Accrued liabilities. The Company recorded a $696 million and $114 million charge to reflect the LCNRV of inventory and losses on firm purchase commitments as of September 30, 2022 and September 30, 2023, respectively, in “Cost of revenues” in the Company’s Condensed Consolidated Statements of Operations . |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Land, buildings, and building improvements $ 636 $ 827 Leasehold improvements 297 378 Machinery, equipment, vehicles, and office furniture 2,456 2,870 Computer equipment, hardware, and software 409 485 Construction in progress 843 788 Total property, plant, and equipment 4,641 5,348 Accumulated depreciation and amortization (883) (1,538) Total property, plant, and equipment, net $ 3,758 $ 3,810 Depreciation and amortization expense was $172 million and $252 million for the three months ended September 30, 2022 and 2023, respectively, and $451 million and $655 million for the nine months ended September 30, 2022 and 2023, respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes the Company’s outstanding debt: December 31, 2022 September 30, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 11.5 % 2029 Green Convertible Notes 2029 — — 1,500 4.9 % Total long-term debt 1,250 2,750 Less unamortized discount and debt issuance costs (19) (30) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,720 Less current portion — — Total long-term debt, less current portion $ 1,231 $ 2,720 ABL Facility In May 2021, the Company entered into an ABL Facility with a syndicate of banks that may be used for general corporate purposes. Availability under the ABL Facility was based on the lesser of the borrowing base and the committed $750 million cap and was reduced by borrowings and the issuance of letters of credit. In April 2023, the Company amended and restated the credit agreement governing the ABL Facility. The revolving commitment doubled to $1,500 million, the letter of credit sub-limit increased from $500 million to $1,000 million, the eligibility of assets in the borrowing base expanded, all of the restricted cash associated with the ABL Facility was released, the interest rate benchmark was modified to the Secured Overnight Financing Rate plus 0.10% credit spread adjustment, the commitment fee was adjusted to between 0.20% and 0.25%, and the maturity was extended to April 19, 2028 (unless due earlier pending the maturity of certain debt exceeding $200 million). As of September 30, 2023, the Company had no borrowings under the ABL Facility and $380 million of letters of credit outstanding, resulting in availability under the ABL Facility of $1,120 million after giving effect to the borrowing base and the outstanding letters of credit. As of September 30, 2023, the Company was in compliance with all covenants required by the ABL Facility. 2026 Notes In October 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) to certain new and existing investors of the Company. As of September 30, 2023, the interest rate payable on the 2026 Notes was 11.0%, and the Company was in compliance with all covenants required by the 2026 Notes. The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2022 and September 30, 2023, the fair value of the 2026 Notes was $1,216 million and $1,263 million, respectively. 2029 Green Convertible Notes In March 2023, the Company issued $1,500 million principal amount of green convertible unsecured senior notes due March 2029 (the “2029 Green Convertible Notes”) at a discount of $15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2029 Green Convertible Notes were issued pursuant to, and are governed by, an indenture dated March 10, 2023, between the Company and U.S. Bank Trust Company, National Association. The Company intends to allocate the net proceeds from the offering to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s newly established green financing framework. The 2029 Green Convertible Notes accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 15 and September 15 . Before December 15, 2028, the 2029 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events, as described in the indenture. From and after December 15, 2028, the 2029 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of 2029 Green Convertible Notes, which represents an initial conversion price of approximately $20.13 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The 2029 Green Convertible Notes are redeemable in whole or in part (subject to certain limitations) at the Company’s option at any time on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for a specified period of time. If certain events that constitute a Fundamental Change (as defined by the indenture) for the 2029 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The cash repurchase price is equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2029 Green Convertible Notes contain a number of customary covenants. The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of September 30, 2023, the fair value of the 2029 Green Convertible Notes was $2,179 million. 2030 Green Convertible Notes In October 2023, the Company issued $1,725 million principal amount of green convertible unsecured senior notes due October 2030 (the “2030 Green Convertible Notes”) at a discount of $15 million in a private offering to qualified institutional buyers. The 2030 Green Convertible Notes accrue interest at a rate of 3.625%, payable semi-annually in arrears on April 15 and October 15. In connection with the issuance of the 2030 Green Convertible Notes, the Company paid $108 million to enter into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions to increase the effective conversion premium to approximately $31.06 per share. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The following table summarizes the components of “Accrued liabilities” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Inventory $ 367 $ 250 Capital expenditures 265 275 Payroll and related costs 259 259 Other products and services 169 190 Other 94 142 Total accrued liabilities $ 1,154 $ 1,116 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company’s provision for income taxes was not material and the effective tax rate was 0% for the three and nine months ended September 30, 2022 and 2023. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Plans The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”) permit the grant of restricted stock units (“RSUs”), stock options, and other stock-based awards to employees, non-employee directors, and consultants. The following table summarizes the Company’s stock option and restricted stock unit activity during the nine months ended September 30, 2023: Stock Options RSUs Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 61 $ 12.98 37 $ 38.72 Granted 3 $ 17.31 58 $ 14.86 Exercised / Vested (2) $ 4.45 (25) $ 24.66 Forfeited / Cancelled — $ — (8) $ 33.82 Outstanding at September 30, 2023 62 $ 13.42 6.2 $ 692 62 $ 22.61 Vested and expected to vest at September 30, 2023 62 $ 13.42 6.2 $ 692 62 $ 22.61 Exercisable at September 30, 2023 30 $ 5.35 5.1 $ 574 — $ — The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and 2021 Employee Stock Purchase Plan (“ESPP”) by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Cost of revenues $ 25 $ 23 $ 48 $ 64 Research and development 133 133 386 289 Selling, general, and administrative 135 86 418 253 Total stock-based compensation expense $ 293 $ 242 $ 852 $ 606 As of September 30, 2023, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $1,358 million, which is expected to be recognized over a weighted-average period of 5.5 years and 1.9 years for stock options and RSUs outstanding, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Revenues The Company recorded $117 million and $401 million for the three months ended September 30, 2022 and 2023, respectively, and $133 million and $715 million for the nine months ended September 30, 2022 and 2023, respectively, in revenues from Amazon.com, Inc. and its affiliates (“Amazon”), within “Revenues” in the Condensed Consolidated Statements of Operations , primarily related to the sale of Electric Delivery Vans (“EDVs”). As of December 31, 2022 and September 30, 2023, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $60 million and $108 million, respectively. As of December 31, 2022 and September 30, 2023, contract liabilities related to these revenues, primarily related to extended service contracts, were not material. Refer to Note 2 "Summary of Significant Accounting Policies" for more information about revenue. Operating Expenses The Company obtained prototyping, engineering, and other research and development (“R&D”) services from a wholly-owned subsidiary of Ford Motor Company (“Ford”), a related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests until May 2022. The related expense was recognized in “Research and development” in the Condensed Consolidated Statement of Operations during 2022, until Ford was no longer a related party, and was not material. The Company obtains data services, including hosting, storage, and compute from Amazon. During the three and nine months ended September 30, 2022 and 2023, expenses related to these services were not material. As of December 31, 2022 and September 30, 2023, the unpaid amounts related to these services were not material. Unconditional Purchase Obligations and Commitments Refer to Note 10 "Commitments and Contingencies" |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings and Loss Contingencies The Company is involved in legal proceedings and evaluates other loss contingencies, primarily related to supplier contract and employment matters, which may result in obligations of the Company. While it is not possible to predict the outcome of these matters with certainty, the Company has estimated a reasonable range of its aggregate unsettled obligation based on possible outcomes. The liability recorded to reflect the Company’s estimated obligation is within this range, and both the range and the estimated liability are not material as of December 31, 2022 and September 30, 2023. The estimated liability is not reduced by expected recoveries from third parties, and the majority of the matters reflected in the estimated liability are expected to be resolved within the next 12 months. Unconditional Purchase Obligations In May 2023, the Company amended the data services agreement with Amazon which included unrecognized commitments that require the future purchase of services (an “unconditional purchase obligation”). Future payments under this unconditional purchase obligation are as follows (in millions): Future Payments 2023 $ 28 2024 62 2025 65 2026 69 2027 72 2028 22 Total $ 318 Refer to Note 9 "Related Party Transactions" for total amounts purchased under the data services agreement. |
STOCKHOLDERS' EQUITY AND NET LO
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity And Earnings Per Share [Abstract] | |
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | STOCKHOLDERS’ EQUITY AND NET LOSS PER SHARE The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2022 and September 30, 2023, 918 million and 948 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2022 and September 30, 2023, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2022 and September 30, 2023, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized. Because the rights of the holders of Class A and Class B common stock, including liquidation and dividend rights, are identical except with respect to voting and conversion rights, undistributed earnings are allocated on a proportionate basis. As a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis. Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including shares underlying the 2029 Green Convertible Notes, stock options, unvested RSUs, shares underlying the Company’s ESPP, other stock-based awards, and stock warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, in the case of the 2029 Green Convertible Notes , stock options with a market condition, and other stock-based awards. The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions): Three and Nine Months Ended 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 63 62 RSUs, ESPP, and other stock-based awards 46 70 Total 121 219 A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows ((in millions), except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Numerator Net loss attributable to Rivian $ (1,724) $ (1,367) $ (5,029) $ (3,911) Net loss attributable to common stockholders, basic and diluted $ (1,724) $ (1,367) $ (5,029) $ (3,911) Denominator Weighted-average Class A and Class B common shares outstanding - basic 918 952 909 942 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 918 952 909 942 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.88) $ (1.44) $ (5.53) $ (4.15) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy: December 31, 2022 September 30, 2023 Level Amount Level Amount Cash and cash equivalents: Cash $ 2,604 $ 1,115 Money market funds 1 7,147 1 6,066 Commercial paper 1 845 2 461 United States Treasury securities 1 822 1 299 Certificates of deposit 1 150 2 — Total $ 11,568 $ 7,941 Short-term investments: United States Treasury securities $ — 1 $ 792 Time deposits — 2 400 Total $ — $ 1,192 Total cash and cash equivalents and short-term investments $ 11,568 $ 9,133 As of December 31, 2022 and September 30, 2023, the fair value of cash equivalents and short-term investments approximated their cost. Fair value measurements classified within Level 2 of the fair value hierarchy are determined using observable inputs other than quoted prices for identical assets in active markets. Refer to Note 2 “Summary of Significant Accounting Policies” and Note 5 "Debt" for more information about the fair value of the Company’s derivative instruments and debt, respectively. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss attributable to Rivian | $ (1,367) | $ (1,195) | $ (1,349) | $ (1,724) | $ (1,712) | $ (1,593) | $ (3,911) | $ (5,029) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Interim Financial Statements | The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Form 10-K”). Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation. |
Use of Estimates | Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. The Company has determined that the accounting estimates and related assumptions employed by the Company are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, actual results could differ from original estimates, requiring adjustments to these amounts in future periods. |
Cash and Cash Equivalents | Cash and cash equivalents include cash in banks and highly liquid investments with maturities of three months or less. |
Short-Term Investments | Short-term investments are available-for-sale debt securities with maturities over three and up to twelve months recorded in “Short-term investments” on the Condensed Consolidated Balance Sheets . The Company’s Short-term investments are measured at fair value with unrealized gains and losses recorded in other comprehensive income on the Condensed Consolidated Statements of Comprehensive Loss |
Restricted Cash | Restricted cash is recorded in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets |
Derivative Instruments | In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either “Other current assets” or “Current portion of lease liabilities and other current liabilities” and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices for identical assets or liabilities in active markets. For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes. |
Revenues | The Company primarily recognizes revenue from the sale of EVs. The Company’s contract liabilities are primarily related to payments collected prior to delivery of the EV, generally satisfied within one quarter or less, over-the-air (“OTA”) vehicle software updates, generally satisfied over the estimated useful life of the EV, and extended service contracts, satisfied over the coverage period. |
Concentration of Risk | Counterparty Credit Risk Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, short-term investments, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the ABL Facility lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the transaction and the contractual terms of the agreement. As of December 31, 2022 and September 30, 2023, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, and customer deposits. As of December 31, 2022 and September 30, 2023, the counterparties to the Company’s derivative instruments and the ABL Facility lenders are financial institutions that the Company believes are of high credit quality. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of input materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary input materials or product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of input materials or product components and supply interruptions or shortages could materially impact the Company’s business. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The following table summarizes the Company’s warranty reserve recorded by line item on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 90 Other non-current liabilities 70 133 Total warranty reserve $ 100 $ 223 |
INVENTORY AND INVENTORY VALUA_2
INVENTORY AND INVENTORY VALUATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Raw materials and work in progress $ 949 $ 1,713 Finished goods 399 817 Total inventory $ 1,348 $ 2,530 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Land, buildings, and building improvements $ 636 $ 827 Leasehold improvements 297 378 Machinery, equipment, vehicles, and office furniture 2,456 2,870 Computer equipment, hardware, and software 409 485 Construction in progress 843 788 Total property, plant, and equipment 4,641 5,348 Accumulated depreciation and amortization (883) (1,538) Total property, plant, and equipment, net $ 3,758 $ 3,810 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company’s outstanding debt: December 31, 2022 September 30, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 11.5 % 2029 Green Convertible Notes 2029 — — 1,500 4.9 % Total long-term debt 1,250 2,750 Less unamortized discount and debt issuance costs (19) (30) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,720 Less current portion — — Total long-term debt, less current portion $ 1,231 $ 2,720 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table summarizes the components of “Accrued liabilities” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 September 30, 2023 Inventory $ 367 $ 250 Capital expenditures 265 275 Payroll and related costs 259 259 Other products and services 169 190 Other 94 142 Total accrued liabilities $ 1,154 $ 1,116 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | The following table summarizes the Company’s stock option and restricted stock unit activity during the nine months ended September 30, 2023: Stock Options RSUs Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 61 $ 12.98 37 $ 38.72 Granted 3 $ 17.31 58 $ 14.86 Exercised / Vested (2) $ 4.45 (25) $ 24.66 Forfeited / Cancelled — $ — (8) $ 33.82 Outstanding at September 30, 2023 62 $ 13.42 6.2 $ 692 62 $ 22.61 Vested and expected to vest at September 30, 2023 62 $ 13.42 6.2 $ 692 62 $ 22.61 Exercisable at September 30, 2023 30 $ 5.35 5.1 $ 574 — $ — |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and 2021 Employee Stock Purchase Plan (“ESPP”) by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Cost of revenues $ 25 $ 23 $ 48 $ 64 Research and development 133 133 386 289 Selling, general, and administrative 135 86 418 253 Total stock-based compensation expense $ 293 $ 242 $ 852 $ 606 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligations Disclosure | Future payments under this unconditional purchase obligation are as follows (in millions): Future Payments 2023 $ 28 2024 62 2025 65 2026 69 2027 72 2028 22 Total $ 318 Refer to Note 9 "Related Party Transactions" for total amounts purchased under the data services agreement. |
STOCKHOLDERS' EQUITY AND NET _2
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity And Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions): Three and Nine Months Ended 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 63 62 RSUs, ESPP, and other stock-based awards 46 70 Total 121 219 |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows ((in millions), except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 Numerator Net loss attributable to Rivian $ (1,724) $ (1,367) $ (5,029) $ (3,911) Net loss attributable to common stockholders, basic and diluted $ (1,724) $ (1,367) $ (5,029) $ (3,911) Denominator Weighted-average Class A and Class B common shares outstanding - basic 918 952 909 942 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 918 952 909 942 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.88) $ (1.44) $ (5.53) $ (4.15) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy: December 31, 2022 September 30, 2023 Level Amount Level Amount Cash and cash equivalents: Cash $ 2,604 $ 1,115 Money market funds 1 7,147 1 6,066 Commercial paper 1 845 2 461 United States Treasury securities 1 822 1 299 Certificates of deposit 1 150 2 — Total $ 11,568 $ 7,941 Short-term investments: United States Treasury securities $ — 1 $ 792 Time deposits — 2 400 Total $ — $ 1,192 Total cash and cash equivalents and short-term investments $ 11,568 $ 9,133 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 7,941,000,000 | $ 11,568,000,000 |
Short-term investments | 1,192,000,000 | 0 |
Cash and cash equivalents and short-term investments | 9,133,000,000 | 11,568,000,000 |
Restricted cash | 0 | $ 531,000,000 |
Contract with customer, liability | 186,000,000 | |
Contract with customer, liability, current | 77,000,000 | |
Contract with customer, liability, noncurrent | $ 109,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warranty Liability (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Current portion of lease liabilities and other current liabilities | $ 90 | $ 30 |
Other non-current liabilities | 133 | 70 |
Total warranty reserve | $ 223 | $ 100 |
INVENTORY AND INVENTORY VALUA_3
INVENTORY AND INVENTORY VALUATION - Schedule of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in progress | $ 1,713 | $ 949 |
Finished goods | 817 | 399 |
Total inventory | $ 2,530 | $ 1,348 |
INVENTORY AND INVENTORY VALUA_4
INVENTORY AND INVENTORY VALUATION - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 292 | $ 582 | |
Accrued inventory, firm purchase commitments, current | 160 | $ 338 | |
Charge to reflect the LCNRV of inventory and losses on firm purchase commitments | $ 114 | $ 696 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 5,348 | $ 4,641 |
Accumulated depreciation and amortization | (1,538) | (883) |
Total property, plant, and equipment, net | 3,810 | 3,758 |
Land, buildings, and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 827 | 636 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 378 | 297 |
Machinery, equipment, vehicles, and office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 2,870 | 2,456 |
Computer equipment, hardware, and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 485 | 409 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 788 | $ 843 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 252 | $ 172 | $ 655 | $ 451 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 2,750 | $ 1,250 |
Less unamortized discount and debt issuance costs | (30) | (19) |
Long-term debt, less unamortized discount and debt issuance costs | 2,720 | 1,231 |
Less current portion | 0 | 0 |
Long-term debt (Note 5) | 2,720 | 1,231 |
Notes 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,250 | $ 1,250 |
Effective interest rate (as a percent) | 11.50% | 11.30% |
Convertible Green Notes Due 2029 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,500 | $ 0 |
Effective interest rate (as a percent) | 4.90% | 0% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | ||||||
Mar. 10, 2023 USD ($) $ / shares | Oct. 31, 2023 USD ($) $ / derivative | Apr. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | May 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Long-term debt | $ 2,720,000,000 | $ 1,231,000,000 | |||||
ABL Facility | Revolving Credit Facility | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 1,500,000,000 | $ 750,000,000 | |||||
Credit spread adjustment (as a percent) | 0.10% | ||||||
Maturity acceleration threshold amount | $ 200,000,000 | ||||||
Long-term debt | 0 | ||||||
Remaining borrowing capacity | 1,120,000,000 | ||||||
ABL Facility | Revolving Credit Facility | Line of Credit | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee (as a percent) | 0.20% | ||||||
ABL Facility | Revolving Credit Facility | Line of Credit | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee (as a percent) | 0.25% | ||||||
ABL Facility | Letter of Credit | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Letter of credit, sub-limit amount | $ 1,000,000,000 | $ 500,000,000 | |||||
Letters of credit outstanding, amount | $ 380,000,000 | ||||||
Notes 2026 | Senior Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal amount | $ 1,250,000,000 | ||||||
Stated interest rate (as a percent) | 11% | ||||||
Notes 2026 | Senior Notes | Fair Value, Inputs, Level 2 | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, fair value disclosure | $ 1,263,000,000 | $ 1,216,000,000 | |||||
Convertible Green Notes Due 2029 | Convertible Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal amount | $ 1,500,000,000 | ||||||
Stated interest rate (as a percent) | 4.625% | ||||||
Issue discount | $ 15,000,000 | ||||||
Conversion ratio | 0.0496771 | ||||||
Conversion price (in USD per share) | $ / shares | $ 20.13 | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||
Convertible Green Notes Due 2029 | Convertible Debt | Fair Value, Inputs, Level 2 | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, fair value disclosure | $ 2,179,000,000 | ||||||
Convertible Green Notes Due 2030 | Call Option | Subsequent Event | |||||||
Line of Credit Facility [Line Items] | |||||||
Cap price | $ / derivative | 31.06 | ||||||
Debt instrument caped call transaction cost | $ 108,000,000 | ||||||
Convertible Green Notes Due 2030 | Convertible Debt | Subsequent Event | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal amount | $ 1,725,000,000 | ||||||
Stated interest rate (as a percent) | 3.625% | ||||||
Issue discount | $ 15,000,000 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Inventory | $ 250 | $ 367 |
Capital expenditures | 275 | 265 |
Payroll and related costs | 259 | 259 |
Other products and services | 190 | 169 |
Other | 142 | 94 |
Total accrued liabilities | $ 1,116 | $ 1,154 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | 0% | 0% | 0% | 0% |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Shares (in millions) | ||
Outstanding at beginning of period (in shares) | 61 | |
Granted (in shares) | 3 | |
Exercised (in shares) | (2) | |
Forfeited / cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 62 | |
Vested and expected to vest (in shares) | 62 | |
Exercisable (in shares) | 30 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in USD per share) | $ 13.42 | $ 12.98 |
Granted (in USD per share) | 17.31 | |
Exercised (in USD per share) | 4.45 | |
Forfeited / cancelled (in USD per share) | 0 | |
Outstanding at end of period (in USD per share) | 13.42 | |
Vested and expected to vest (in USD per share) | 13.42 | |
Exercisable (in USD per share) | $ 5.35 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding (in years) | 6 years 2 months 12 days | |
Vested and expected to vest (in years) | 6 years 2 months 12 days | |
Exercisable (in years) | 5 years 1 month 6 days | |
Aggregate Intrinsic Value (in millions) | ||
Outstanding | $ 692 | |
Vested and expected to vest | 692 | |
Exercisable | $ 574 | |
Restricted Stock Units (RSUs) | ||
Number of Shares (in millions) | ||
Outstanding at beginning of period (in shares) | 37 | |
Granted (in shares) | 58 | |
Exercised (in shares) | (25) | |
Forfeited / cancelled (in shares) | (8) | |
Outstanding at end of period (in shares) | 62 | |
Vested and expected to vest (in shares) | 62 | |
Weighted-Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in USD per share) | $ 38.72 | |
Outstanding at end of period (in shares) | 22.61 | |
Granted (in USD per share) | 14.86 | |
Exercised (in USD per share) | 24.66 | |
Forfeited / cancelled (in USD per share) | 33.82 | |
Vested and expected to vest (in USD per share) | $ 22.61 |
STOCK-BASED COMPENSATION - Sh_2
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 242 | $ 293 | $ 606 | $ 852 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 23 | 25 | 64 | 48 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 133 | 133 | 289 | 386 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 86 | $ 135 | $ 253 | $ 418 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1,358 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense period for recognition (in years) | 5 years 6 months |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense period for recognition (in years) | 1 year 10 months 24 days |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenues | $ 1,337 | $ 536 | $ 3,119 | $ 995 | |
Accounts receivable, net | 237 | 237 | $ 102 | ||
Amazon | Principal Owner | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 401 | $ 117 | 715 | $ 133 | |
Accounts receivable, net | $ 108 | $ 108 | $ 60 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - Amazon - Principal Owner $ in Millions | Sep. 30, 2023 USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2023 | $ 28 |
2024 | 62 |
2025 | 65 |
2026 | 69 |
2027 | 72 |
2028 | 22 |
Total | $ 318 |
STOCKHOLDERS' EQUITY AND NET _3
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 956,000,000 | 926,000,000 |
Common stock, shares issued (in shares) | 956,000,000 | 926,000,000 |
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 |
Common Class A | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 948,000,000 | 918,000,000 |
Common stock, shares issued (in shares) | 948,000,000 | 918,000,000 |
Common stock, shares authorized (in shares) | 3,500,000,000 | 3,500,000,000 |
Common Class B | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 8,000,000 | 8,000,000 |
Common stock, shares issued (in shares) | 8,000,000 | 8,000,000 |
Common stock, shares authorized (in shares) | 8,000,000 | 8,000,000 |
STOCKHOLDERS' EQUITY AND NET _4
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Antidilutive Securities (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 219 | 121 | 219 | 121 |
2029 Green Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 75 | 0 | 75 | 0 |
Stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 12 | 12 | 12 | 12 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 62 | 63 | 62 | 63 |
RSUs, ESPP, and other stock-based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 70 | 46 | 70 | 46 |
STOCKHOLDERS' EQUITY AND NET _5
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||||||
Net loss attributable to Rivian | $ (1,367) | $ (1,195) | $ (1,349) | $ (1,724) | $ (1,712) | $ (1,593) | $ (3,911) | $ (5,029) |
Net loss attributable to common stockholders, basic | (1,367) | (1,724) | (3,911) | (5,029) | ||||
Net loss attributable to common stockholders, diluted | $ (1,367) | $ (1,724) | $ (3,911) | $ (5,029) | ||||
Denominator | ||||||||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 952 | 918 | 942 | 909 | ||||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 | ||||
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 952 | 918 | 942 | 909 | ||||
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.44) | $ (1.88) | $ (4.15) | $ (5.53) | ||||
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.44) | $ (1.88) | $ (4.15) | $ (5.53) |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 7,941,000,000 | $ 11,568,000,000 |
Short-term investments, fair value | 1,192,000,000 | 0 |
Total cash and cash equivalents and short-term investments | 9,133,000,000 | 11,568,000,000 |
Fair Value, Inputs, Level 1 | United States Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, fair value | 792,000,000 | 0 |
Fair Value, Inputs, Level 2 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments, fair value | 400,000,000 | 0 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 1,115,000,000 | 2,604,000,000 |
Money market funds | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 6,066,000,000 | 7,147,000,000 |
Commercial paper | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 845,000,000 | |
Commercial paper | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 461,000,000 | |
United States Treasury securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 299,000,000 | 822,000,000 |
Certificates of deposit | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 150,000,000 | |
Certificates of deposit | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 |