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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March 31,~~June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-40115

COUPANG, INC.

(Exact name of Registrant as specified in its charter)

Delaware

27-2810505

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

~~Tower 730, 570, Songpa-daero, Songpa-gu, Seoul~~720 Olive Way, Suite 600

~~Republic of Korea 05510~~Seattle, Washington 98101

~~+82 (2) 6150-5422~~(206) 333-3839

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Tower 730, 570, Songpa-daero, Songpa-gu, Seoul

Republic of Korea 05510

+82 (2) 6150-5422

(Former name, former address, and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.0001 per share

CPNG

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Small reporting company

☐

Emerging growth company

☐


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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 5,~~August 4, 2022, there were ~~1,587,626,918~~1,591,879,911 shares of the registrant’s Class A common stock and 174,802,990 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.


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COUPANG, INC.

Form 10-Q

For the Quarterly Period Ended ~~March 31,~~June 30, 2022

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		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	78
	Notes to Condensed Consolidated Financial Statements	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2729
Item 4.	Controls and Procedures	2830
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3032
Item 1A.	Risk Factors	3032
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3032
Item 3.	Defaults Upon Senior Securities	3032
Item 4.	Mine Safety Disclosures	3032
Item 5.	Other Information	3032
Item 6.	Exhibits	3133
	Signatures	3234


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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•the COVID-19 pandemic and its impact on our business, operations, and the markets and communities in which we, our customers, suppliers, and merchants operate;

•our expectations regarding our future operating and financial performance;

•the continued growth of the e-commerce segment and the increased acceptance of online transactions by potential customers;

•the size of our addressable markets, market share, and market trends;

•our ability to compete in our industry;

•our ability to manage expansion into new markets, segments, and offerings;

•our ability to effectively manage the continued growth of our workforce and operations;

•the sufficiency of our cash and cash equivalents, and investments to meet our liquidity needs;

•our ability to retain existing suppliers and merchants and to add new suppliers and merchants;

•our suppliers’ and merchants’ ability to supply high-quality and compliant merchandise to our customers;

•our relationship with our employees and the status of our workers;

•our ability to maintain and improve our segment position;

•our ability to operate and manage the expansion of our fulfillment and delivery infrastructure;

•the effects of seasonal trends on our results of operations;

•our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;

•the effects of global macroeconomic conditions, including impacts relating to the invasion of Ukraine by Russia and its regional and global ~~ramifications;~~ramifications, inflationary pressures, a general economic slowdown or recession, further increases in interest rates and changes in monetary policy;

•our ability to attract, retain, and motivate skilled personnel, including key members of our senior management;

•our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in Korea and internationally and our expectations regarding various laws and restrictions that relate to our business;

•the outcomes of any claims, litigation, governmental audits, inspections, and investigations;

•our intended use of the net proceeds from our initial public offering; and

•the other factors set forth in Part 1, Item 1A, under the caption “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”)

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.


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You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part 1, Item1A, under the caption “Risk Factors,” of our 2021 Form 10-K and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.aboutcoupang.com), our filings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, conference calls, and social media. We use these mediums to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. Notwithstanding the foregoing, the information contained on our website as referenced in this paragraph is not incorporated by reference into this Form 10-Q or any other report or document we file with the SEC.


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Part I. Financial Information

Item 1. Financial Statements (Unaudited)

COUPANG, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares)

(unaudited)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	3,369,353	$	3,487,708	Cash and cash equivalents	$	3,107,535	$	3,487,708
Restricted cash	Restricted cash	307,100		319,800		Restricted cash	163,468		319,800
Accounts receivable, net	Accounts receivable, net	170,603		175,350		Accounts receivable, net	187,644		175,350
Inventories	Inventories	1,378,399		1,421,501		Inventories	1,451,428		1,421,501
Other current assets	Other current assets	256,945		232,447		Other current assets	251,324		232,447
Total current assets	Total current assets	5,482,400		5,636,806		Total current assets	5,161,399		5,636,806

Long-term restricted cash	Long-term restricted cash	1,105		2,839		Long-term restricted cash	1,151		2,839
Property and equipment, net	Property and equipment, net	1,425,839		1,347,531		Property and equipment, net	1,471,013		1,347,531
Operating lease right-of-use assets	Operating lease right-of-use assets	1,465,868		1,374,629		Operating lease right-of-use assets	1,436,363		1,374,629
Goodwill	Goodwill	9,536		9,739		Goodwill	9,707		9,739
Long-term lease deposits and other	Long-term lease deposits and other	308,462		270,290		Long-term lease deposits and other	345,570		270,290
Total assets	Total assets	$	8,693,210	$	8,641,834	Total assets	$	8,425,203	$	8,641,834
Liabilities and stockholders' equity	Liabilities and stockholders' equity					Liabilities and stockholders' equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	3,330,095	$	3,442,720	Accounts payable	$	3,294,481	$	3,442,720
Accrued expenses	Accrued expenses	249,619		304,293		Accrued expenses	241,316		304,293
Deferred revenue	Deferred revenue	100,554		93,972		Deferred revenue	105,429		93,972
Short-term borrowings	Short-term borrowings	7,686		7,811		Short-term borrowings	47,551		7,811
Current portion of long-term debt	Current portion of long-term debt	193,269		341,717		Current portion of long-term debt	6,108		341,717
Current portion of long-term operating lease obligations	Current portion of long-term operating lease obligations	299,571		287,066		Current portion of long-term operating lease obligations	302,148		287,066
Other current liabilities	Other current liabilities	313,910		266,709		Other current liabilities	266,295		266,709
Total current liabilities	Total current liabilities	4,494,704		4,744,288		Total current liabilities	4,263,328		4,744,288

Long-term debt	Long-term debt	611,053		283,190		Long-term debt	595,557		283,190
Long-term operating lease obligations	Long-term operating lease obligations	1,296,787		1,201,277		Long-term operating lease obligations	1,268,744		1,201,277
Defined severance benefits and other	Defined severance benefits and other	253,405		237,122		Defined severance benefits and other	229,478		237,122
Total liabilities	Total liabilities	6,655,949		6,465,877		Total liabilities	6,357,107		6,465,877

Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)	0		0		Commitments and contingencies (Note 8)	0		0
Stockholders' equity	Stockholders' equity					Stockholders' equity
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,586,254,594 and 1,579,399,667 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of March 31, 2022 and December 31, 2021		176		175
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,590,313,751 and 1,579,399,667 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of June 30, 2022 and December 31, 2021						Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,590,313,751 and 1,579,399,667 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of June 30, 2022 and December 31, 2021	177		175
Additional paid-in capital	Additional paid-in capital	7,937,813		7,874,038		Additional paid-in capital	8,014,912		7,874,038
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(40,917)		(47,739)		Accumulated other comprehensive loss	(11,691)		(47,739)
Accumulated deficit	Accumulated deficit	(5,859,811)		(5,650,517)		Accumulated deficit	(5,935,302)		(5,650,517)
Total stockholders' equity	Total stockholders' equity	2,037,261		2,175,957		Total stockholders' equity	2,068,096		2,175,957
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	8,693,210	$	8,641,834	Total liabilities and stockholders' equity	$	8,425,203	$	8,641,834

The accompanying notes are an integral part of these condensed consolidated financial statements


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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(unaudited)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Net retail sales	Net retail sales		$	4,556,107		$	3,807,043	Net retail sales	$	4,481,165	$	3,994,506	$	9,037,272	$	7,801,549
Net other revenue	Net other revenue		560,579			399,817		Net other revenue	556,656		483,608		1,117,235		883,425
Total net revenues	Total net revenues		5,116,686			4,206,860		Total net revenues	5,037,821		4,478,114		10,154,507		8,684,974

Cost of sales	Cost of sales		4,073,280			3,474,354		Cost of sales	3,884,028		3,819,620		7,957,308		7,293,974
Operating, general and administrative	Operating, general and administrative		1,249,111			999,822		Operating, general and administrative	1,220,936		1,173,430		2,470,047		2,173,252
Total operating cost and expenses	Total operating cost and expenses		5,322,391			4,474,176		Total operating cost and expenses	5,104,964		4,993,050		10,427,355		9,467,226

Operating loss	Operating loss		(205,705)			(267,316)		Operating loss	(67,143)		(514,936)		(272,848)		(782,252)

Interest income	Interest income		3,534			940		Interest income	7,364		1,907		10,898		2,847
Interest expense	Interest expense		(7,368)			(24,823)		Interest expense	(6,143)		(5,848)		(13,511)		(30,671)
Other income (expense), net			490			(3,826)
Other (expense) income, net								Other (expense) income, net	(9,229)		373		(8,739)		(3,453)
Loss before income taxes	Loss before income taxes		(209,049)			(295,025)		Loss before income taxes	(75,151)		(518,504)		(284,200)		(813,529)

Income tax expense	Income tax expense		245			8		Income tax expense	340		97		585		105

Net loss	Net loss		(209,294)			(295,033)		Net loss	(75,491)		(518,601)		(284,785)		(813,634)

Net loss attributable to Class A and Class B common stockholders per share, basic and diluted	Net loss attributable to Class A and Class B common stockholders per share, basic and diluted		$	(0.12)		$	(0.68)	Net loss attributable to Class A and Class B common stockholders per share, basic and diluted	$	(0.04)	$	(0.30)	$	(0.16)	$	(0.74)
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted	Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted		1,756,739			434,917		Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted	1,763,264		1,743,109		1,760,019		1,092,626

Other comprehensive income:
Other comprehensive income (loss):								Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	Foreign currency translation adjustments, net of tax		3,011			14,972		Foreign currency translation adjustments, net of tax	(4,970)		(351)		(1,959)		14,621
Actuarial gain on defined severance benefits, net of tax			3,811			918
Total other comprehensive income			6,822			15,890
Actuarial gain (loss) on defined severance benefits, net of tax								Actuarial gain (loss) on defined severance benefits, net of tax	34,196		(9,892)		38,007		(8,974)
Total other comprehensive income (loss)								Total other comprehensive income (loss)	29,226		(10,243)		36,048		5,647
Comprehensive loss	Comprehensive loss		$	(202,472)		$	(279,143)	Comprehensive loss	$	(46,265)	$	(528,844)	$	(248,737)	$	(807,987)

The accompanying notes are an integral part of these condensed consolidated financial statements


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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED UNITS AND STOCKHOLDERS’/MEMBERS’ EQUITY (DEFICIT)

(in thousands)

(unaudited)

Redeemable Convertible Preferred Units Common Units Class A and Class B Common Stock Additional
Paid-in
Capital Accumulated Other Comprehensive
Loss Accumulated
Deficit Total Stockholders'/Members' Equity (Deficit)
Units Amount Units Amount Shares Amount
Balance as of December 31, 2020 1,329,465 $ 3,465,611 105,822 $ 45,122 — $ — $ 25,036 $ (31,093) $ (4,107,927) $ (4,068,862)
Net loss — — — — — — — — (295,033) (295,033)
Foreign currency translation adjustments, net of tax — — — — — — — 14,972 — 14,972
Actuarial gain on defined severance benefits, net of tax — — — — — — — 918 — 918
Issuance of common units, equity-based compensation plan — — 22,901 38,968 — — — — — 38,968
Equity-based compensation — — — 2,974 — — — — — 2,974
Impact of Corporate Conversion and IPO
Conversion of common units into Class A and Class B common stock — — (128,723) (87,064) 128,648 13 87,051 — — —
Conversion of redeemable convertible preferred units into Class A and Class B common stock (1,329,465) (3,465,611) — — 1,329,465 133 3,465,478 — — 3,465,611
Issuance of Class A common stock, net of underwriting discounts and offering costs — — — — 100,000 10 3,416,809 — — 3,416,819
Conversion of convertible notes into Class A common stock — — — — 171,750 17 609,982 — — 609,999
Issuance of common stock, equity-based compensation plan subsequent to Corporate Conversion and IPO — — — — 2,680 — 4,767 — — 4,767
Equity-based compensation subsequent to Corporate Conversion and IPO — — — — — — 83,992 — — 83,992
Balance as of March 31, 2021 — $ — — $ — 1,732,543 $ 173 $ 7,693,115 $ (15,203) $ (4,402,960) $ 3,275,125


	Redeemable Convertible Preferred Units			Common Units			Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders'/Members' Equity
	Units	Amount		Units	Amount		Shares	Amount
Balance as of December 31, 2021	—	$	—	—	$	—	1,754,203	$	175	$	7,874,038	$	(47,739)	$	(5,650,517)	$	2,175,957
Net loss	—	—		—	—		—	—		—		—		(209,294)		(209,294)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		3,011		—		3,011
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		3,811		—		3,811
Issuance of common stock upon exercise of stock options	—	—		—	—		4,147	1		8,182		—		—		8,183
Issuance of common stock upon settlement of restricted stock units	—	—		—	—		2,708	—		—		—		—		—
Equity-based compensation	—	—		—	—		—	—		55,593		—		—		55,593
Balance as of March 31, 2022	—	$	—	—	$	—	1,761,058	$	176	$	7,937,813	$	(40,917)	$	(5,859,811)	$	2,037,261
Net loss	—	—		—	—		—	—		—		—		(75,491)		(75,491)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		(4,970)		—		(4,970)
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		34,196		—		34,196
Issuance of common stock upon exercise of stock options	—	—		—	—		2,031	1		4,183		—		—		4,184
Issuance of common stock upon settlement of restricted stock units	—	—		—	—		2,028	—		—		—		—		—
Equity-based compensation	—	—		—	—		—	—		72,916		—		—		72,916
Balance as of June 30, 2022	—	$	—	—	$	—	1,765,117	$	177	$	8,014,912	$	(11,691)	$	(5,935,302)	$	2,068,096

The accompanying notes are an integral part of these condensed consolidated financial statements


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~~COUPANG, INC.~~


	Redeemable Convertible Preferred Units			Common Units			Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders'/Members' Equity (Deficit)
	Units	Amount		Units	Amount		Shares	Amount
Balance as of December 31, 2020	1,329,465	$	3,465,611	105,822	$	45,122	—	$	—	$	25,036	$	(31,093)	$	(4,107,927)	$	(4,068,862)
Net loss	—	—		—	—		—	—		—		—		(295,033)		(295,033)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		14,972		—		14,972
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		918		—		918
Issuance of common units, equity-based compensation plan	—	—		22,901	38,968		—	—		—		—		—		38,968
Equity-based compensation	—	—		—	2,974		—	—		—		—		—		2,974
Impact of Corporate Conversion and IPO
Conversion of common units into Class A and Class B common stock	—	—		(128,723)	(87,064)		128,648	13		87,051		—		—		—
Conversion of redeemable convertible preferred units into Class A and Class B common stock	(1,329,465)	(3,465,611)		—	—		1,329,465	133		3,465,478		—		—		3,465,611
Issuance of Class A common stock, net of underwriting discounts and offering costs	—	—		—	—		100,000	10		3,416,809		—		—		3,416,819
Conversion of convertible notes into Class A common stock	—	—		—	—		171,750	17		609,982		—		—		609,999
Issuance of common stock, equity-based compensation plan subsequent to Corporate Conversion and IPO	—	—		—	—		2,680	—		4,767		—		—		4,767
Equity-based compensation subsequent to Corporate Conversion and IPO	—	—		—	—		—	—		83,992		—		—		83,992
Balance as of March 31, 2021	—	$	—	—	$	—	1,732,543	$	173	$	7,693,115	$	(15,203)	$	(4,402,960)	$	3,275,125
Net loss	—	—		—	—		—	—		—		—		(518,601)		(518,601)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		(351)		—		(351)
Actuarial loss on defined severance benefits, net of tax	—	—		—	—		—	—		—		(9,892)		—		(9,892)
Issuance of common stock, equity-based compensation plan	—	—		—	—		3,036	—		6,002		—		—		6,002

Equity-based compensation	—	—		—	—		—	—		50,346		—		—		50,346
Balance as of June 30, 2021	—	$	—	—	$	—	1,735,579	$	173	$	7,749,463	$	(25,446)	$	(4,921,561)	$	2,802,629

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(in thousands)~~

~~(unaudited)~~

Three Months Ended March 31,
2022 2021
Operating activities:
Net loss $ (209,294) $ (295,033)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 59,240 47,384
Provision for severance benefits 44,482 32,272
Equity-based compensation 55,593 86,966
Paid-in-kind interest and accretion of discount on convertible notes — 20,148
Non-cash operating lease expense 77,223 57,318
Non-cash others 16,514 15,153
Change in operating assets and liabilities:
Accounts receivable, net 266 (14,076)
Inventories 6,863 (209,443)
Other assets (66,512) (72,439)
Accounts payable 28,044 166,536
Accrued expenses (49,981) 22,737
Deferred revenue 8,472 1,603
Other liabilities (25,849) (42,475)
Net cash used in operating activities (54,939) (183,349)
Investing activities:
Purchases of property and equipment (238,906) (146,831)
Proceeds from sale of property and equipment 4,245 30
Other investing activities (14,367) (3,681)
Net cash used in investing activities (249,028) (150,482)
Financing activities:
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts — 3,431,277
Deferred offering costs paid — (11,618)
Proceeds from issuance of common stock/units, equity-based compensation plan 8,183 43,735
Proceeds from short-term borrowings and long-term debt 343,975 56,464
Repayment of short-term borrowings and long-term debt (152,029) (13,687)
Other financing activities (1,547) (487)
Net cash provided by financing activities 198,582 3,505,684
Effect of exchange rate changes on cash and cash equivalents, and restricted cash (27,404) (39,457)
Net (decrease) increase in cash and cash equivalents, and restricted cash (132,789) 3,132,396
Cash and cash equivalents, and restricted cash, as of beginning of period 3,810,347 1,401,302
Cash and cash equivalents, and restricted cash, as of end of period $ 3,677,558 $ 4,533,698
Supplemental disclosure of cash-flow information:
Cash paid for income taxes $ 2,232 $ 401
Cash paid for interest $ 6,249 $ 6,973
Non-cash investing and financing activities:
(Decrease) increase in property and equipment-related accounts payable $ (74,563) $ 1,230
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

The accompanying notes are an integral part of these condensed consolidated financial statements


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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended June 30,
	2022		2021
Operating activities:
Net loss	$	(284,785)	$	(813,634)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	119,639		94,326
Provision for severance benefits	87,436		66,028
Equity-based compensation	128,509		137,312
Paid-in-kind interest and accretion of discount on convertible notes	—		20,148
Inventory and fixed asset losses due to fulfillment center fire	—		284,825
Non-cash operating lease expense	155,686		121,779
Non-cash others	63,621		17,406
Change in operating assets and liabilities:
Accounts receivable, net	(37,342)		(62,381)
Inventories	(185,091)		(267,191)
Other assets	(147,058)		(79,439)
Accounts payable	190,578		396,485
Accrued expenses	(37,665)		9,778
Deferred revenue	20,001		9,136
Other liabilities	(146,730)		(87,044)
Net cash used in operating activities	(73,201)		(152,466)

Investing activities:
Purchases of property and equipment	(419,674)		(315,496)
Proceeds from sale of property and equipment	7,810		125
Other investing activities	(17,834)		9,790
Net cash used in investing activities	(429,698)		(305,581)

Financing activities:
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts	—		3,431,277
Deferred offering costs paid	—		(11,618)
Proceeds from issuance of common stock/units, equity-based compensation plan	12,367		49,737
Proceeds from short-term borrowings and long-term debt	403,436		115,408
Repayment of short-term borrowings and long-term debt	(333,097)		(27,465)
Other financing activities	(2,038)		(981)
Net cash provided by financing activities	80,668		3,556,358
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(115,962)		(38,928)
Net (decrease) increase in cash and cash equivalents, and restricted cash	(538,193)		3,059,383
Cash and cash equivalents, and restricted cash, as of beginning of period	3,810,347		1,401,302
Cash and cash equivalents, and restricted cash, as of end of period	$	3,272,154	$	4,460,685
Supplemental disclosure of cash-flow information:
Cash paid (received) for income taxes, net of refunds	$	1,341	$	(267)
Cash paid for interest	$	11,459	$	8,085
Non-cash investing and financing activities:
Decrease in property and equipment-related accounts payable	$	(54,975)	$	(8,738)
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

The accompanying notes are an integral part of these condensed consolidated financial statements


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COUPANG, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Coupang, Inc. (“Coupang”), together with its wholly-owned subsidiaries (collectively, the “Company,” “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through the Company’s mobile applications and Internet websites, the Company offers 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, restaurant order and delivery, travel, content streaming, advertising, and everyday consumables, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. The Company’s main operations, including procurement, marketing, technology, administrative functions, and fulfillment and logistics infrastructure, are predominantly located in South Korea, with other significant operations and support services performed in China, Singapore, Japan, Taiwan, and the United States.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive loss, and redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2021 ~~Annual Report on~~ Form 10-K.

Use of Estimates

The preparation of condensed 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 assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates.

Segment Information

On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The change led to the following 2 operating and reportable segments: Product Commerce and Developing Offerings. Refer to Note 14 — "Segment Reporting" for further discussion.

Fulfillment Center Fire

In June 2021, a fire extensively damaged the Company’s Deokpyeong fulfillment center (the “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


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$158 million and $127 million were recognized in “Cost of sales” and “Operating, general and administrative,” respectively, during the second quarter of 2021. The Company is insured on property losses from the FC Fire, however, whether and to what extent the Company may recover insurance proceeds on these losses is currently unknown, and as such, no insurance recoveries have been recognized. During the second quarter of 2021, the Company also incurred or accrued for other costs directly related to the FC Fire of $11 million. The FC Fire resulted in an increase to our net loss of $296 million for the three and six months ended June 30, 2021.

Concentration of Credit Risk

Cash and cash equivalents and restricted cash 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 ~~77%~~68% and 77% were held at ~~three~~two and four financial institutions as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

Recent Accounting Pronouncements Adopted

In August 2020, the FASB issued 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).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. We adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The ASU will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The ASU is effective on a prospective basis for public companies for fiscal years beginning after December 15, 2022 . We early adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

2. Net Revenues

Details of total net revenues were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022			2021		(in thousands)	2022		2021		2022		2021
Net retail sales	Net retail sales		$	4,556,107		$	3,807,043	Net retail sales	$	4,481,165	$	3,994,506	$	9,037,272	$	7,801,549
Third-party merchant services	Third-party merchant services		491,347			350,934		Third-party merchant services	475,553		430,231		966,900		781,165
Other revenue	Other revenue		69,232			48,883		Other revenue	81,103		53,377		150,335		102,260
Total net revenues	Total net revenues		$	5,116,686		$	4,206,860	Total net revenues	$	5,037,821	$	4,478,114	$	10,154,507	$	8,684,974

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 the Company’s online business. Other revenue includes revenue earned from our various other offerings.

Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in deferred revenue on the condensed consolidated balance sheets. The Company recognized revenue of ~~$74~~$84 million and $60 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively, which were included in deferred revenue on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Revenue recognized from customer loyalty program liabilities as of December 31, 2021 and 2020 were not material for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively.

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3. Supplemental Financial Information

Property and Equipment, net

The following summarizes the Company’s property and equipment, net:


(in thousands)	(in thousands)	March 31, 2022		December 31, 2021		(in thousands)	June 30, 2022		December 31, 2021
Land	Land	$	137,844	$	140,786	Land	$	133,012	$	140,786
Buildings	Buildings	313,330		320,059		Buildings	295,798		320,059
Equipment and furniture	Equipment and furniture	559,915		551,304		Equipment and furniture	583,476		551,304
Leasehold improvements	Leasehold improvements	363,325		340,468		Leasehold improvements	421,995		340,468
Vehicles	Vehicles	157,985		168,585		Vehicles	140,399		168,585
Software	Software	35,990		34,582		Software	24,028		34,582
Construction in progress	Construction in progress	303,770		200,735		Construction in progress	319,094		200,735
Property and equipment, gross	Property and equipment, gross	1,872,159		1,756,519		Property and equipment, gross	1,917,802		1,756,519
Less: Accumulated depreciation and amortization	Less: Accumulated depreciation and amortization	(446,320)		(408,988)		Less: Accumulated depreciation and amortization	(446,789)		(408,988)
Property and equipment, net	Property and equipment, net	$	1,425,839	$	1,347,531	Property and equipment, net	$	1,471,013	$	1,347,531

Accumulated Other Comprehensive Loss

Accumulated other comprehensive 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 the Company’s defined severance benefits. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the ending balance in accumulated other comprehensive loss related to foreign currency translation adjustments was ~~$39~~$35 million and $36 million, respectively, and the amount related to actuarial losses on defined severance benefits was ~~$(80)~~$(46) million and $(84) million, respectively.

4. Leases

The Company is obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next eleven years. These leases generally contain renewal options. Because the Company is not reasonably certain to exercise these renewal options, or the renewal options are not solely within the Company’s discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. The Company’s leases generally do not include termination options for either party or restrictive financial or other covenants.

The components of operating lease cost were as follows:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022			2021		(in thousands)	2022		2021		2022		2021
Operating lease cost	Operating lease cost		$	102,098		$	75,397	Operating lease cost	$	104,446	$	84,355	$	206,544	$	159,752
Variable and short-term lease cost	Variable and short-term lease cost		10,128			8,982		Variable and short-term lease cost	9,434		7,907		19,562		16,889
Total operating lease cost	Total operating lease cost		$	112,226		$	84,379	Total operating lease cost	$	113,880	$	92,262	$	226,106	$	176,641

Supplemental disclosure of cash flow information related to leases were as follows:


		Three Months Ended March 31,					Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021
Cash paid for the amount used to measure the operating lease liabilities	Cash paid for the amount used to measure the operating lease liabilities	$	83,063	$	58,116	Cash paid for the amount used to measure the operating lease liabilities	$	177,322	$	128,892
Operating lease assets obtained in exchange for lease obligations	Operating lease assets obtained in exchange for lease obligations	$	174,824	$	214,745	Operating lease assets obtained in exchange for lease obligations	$	291,370	$	358,204
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	21,761	$	6,938	Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	32,334	$	27,278

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The assumptions used to value leases for the periods presented were as follows:

March 31, 2022

December 31, 2021

June 30, 2022

December 31, 2021

Operating leases weighted-average remaining lease term

6.0 years

5.8 years

Operating leases weighted-average remaining lease term

5.9 years

5.8 years

Operating leases weighted-average discount rate

6.36

6.17

Operating leases weighted-average discount rate

6.47

6.17

As of ~~March 31,~~June 30, 2022, the Company had entered into operating leases that have not commenced with future minimum lease payments of ~~$460~~$440 million, that have not been recognized on the Company's condensed consolidated balance sheets. These leases have non-cancellable lease terms of 2 to 1011 years.

5. 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. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Observable inputs such as quoted prices in an active market for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities.

Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:


		March 31, 2022									June 30, 2022
(in thousands)	(in thousands)	Level 1		Level 2		Level 3		Total		(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	3,369,353	$	—	$	—	$	3,369,353	Cash and cash equivalents	$	3,107,535	$	—	$	—	$	3,107,535
Restricted cash	Restricted cash									Restricted cash
Time deposit	Time deposit	239,487		—		—		239,487		Time deposit	100,036		—		—		100,036
Money market trust	Money market trust	67,613		—		—		67,613		Money market trust	63,432		—		—		63,432

Long-term restricted cash	Long-term restricted cash									Long-term restricted cash
Time deposit	Time deposit	1,105		—		—		1,105		Time deposit	1,151		—		—		1,151

Total financial assets	Total financial assets	$	3,677,558	$	—	$	—	$	3,677,558	Total financial assets	$	3,272,154	$	—	$	—	$	3,272,154


	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,487,708	$	—	$	—	$	3,487,708
Restricted cash
Time deposit	250,839		—		—		250,839
Money market trust	68,961		—		—		68,961


Long-term restricted cash
Time deposit	2,839		—		—		2,839
Total financial assets	$	3,810,347	$	—	$	—	$	3,810,347

Cash and cash equivalents includes bank deposits, money market trusts and time deposits. The carrying amounts of our cash equivalents approximate their fair values, which are based on Level 1 assumptions.

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6. Short-term Borrowings and Long-term Debt

The Company’s short-term borrowings generally include lines of credit or one-year term loan facilities with financial institutions to be utilized for general operating purposes. There were $48 million and $8 million of borrowings outstanding under these facilities as of June 30, 2022 and December 31, 2021, respectively.

Details of carrying amounts of long-term debt were as follows:


(in thousands)	(in thousands)						March 31, 2022				December 31, 2021		(in thousands)											June 30, 2022			December 31, 2021
Maturity Date	Maturity Date	Interest rate (%)			Borrowing Limit				Maturity Date				Interest rate (%)							Borrowing Limit
February 2024(1)	February 2024(1)	(4)			$	1,000,000			$	—				$	—	February 2024(1)		(4)					$	1,000,000		$	—		$	—
April 2022 - October 2023(2)		2.65	–	4.80	24,190		12,843				20,952
April 2022 - March 2027(3)		2.87	–	8.50	1,031,384		795,176				605,229
July 2022 - April 2025(2)													July 2022 - April 2025(2)			2.65	–		4.80		20,291			7,741			20,952
October 2023 - March 2027(3)													October 2023 - March 2027(3)			2.87	–		5.95		795,732			597,419			605,229
Total principal long-term debt	Total principal long-term debt				$	2,055,574	$	808,019			$	626,181	Total principal long-term debt								$	1,816,023		$	605,160		$	626,181
Less: current portion of long-term debt	Less: current portion of long-term debt						(193,269)				(341,717)		Less: current portion of long-term debt											(6,108)			(341,717)
Less: unamortized discounts	Less: unamortized discounts						(3,697)				(1,274)		Less: unamortized discounts											(3,495)			(1,274)
Total long-term debt	Total long-term debt						$	611,053			$	283,190	Total long-term debt											$	595,557		$	283,190

_____________

(1)Relates to the Company’s 2021 revolving credit facility.

(2)The Company entered into various loan agreements with fixed interest rates for general operating purposes.

(3)At ~~March 31,~~June 30, 2022, we had pledged up to ~~$1.0 billion~~$955 million of land and buildings ~~and $190 million of time deposits, which is classified as short-term restricted cash,~~ as collateral against term loan facilities.

(4)Borrowings under the 2021 revolving credit facility bear interest, at the Company’s 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%.

In March 2022, the Company entered into a new five-year loan agreement to borrow ~~$330~~$309 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. The Company pledged up to ~~$396~~$371 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%.

The ~~March 2017 $182 million term loan facility agreement was paid in April 2022 at maturity.~~

~~The~~ Company was in compliance with the covenants for each of its borrowings and debt agreements as of ~~March 31,~~June 30, 2022.

The Company’s long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on the Company’s current interest rate for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of ~~March 31,~~June 30, 2022 and December 31, 2021 due primarily to the interest rates approximating market interest rates.

7. Convertible Notes and Derivative Instrument

From February 23, 2018 to May 16, 2018, the Company issued convertible notes in an aggregate principal amount of $502 million (total proceeds of $507 million, which included a total net funding premium at issuance), the majority of which were purchased by existing unitholders of the Company’s preferred units, with a maturity equal to the earlier of (a) the fourth anniversary from the first issuance date, (b) the consummation of a liquidity event, or (c) upon an event of default, as defined in the LLC Agreement. In connection with the Company’s initial public offering (“IPO”) in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into 171,750,446 shares of the Company’s Class A common stock.

The convertible notes had an annual effective interest rate of 16.99%. The Company recorded interest expense from its convertible notes for the ~~three~~six months ended ~~March 31,~~June 30, 2021 of $20 million, consisting of $15 million of contractual interest expense and $5 million of debt discount amortization.

The convertible notes contained embedded derivatives that allowed or required the holders of the convertible notes to convert them into a variable number of the Company’s equity securities for a value equal to a significant premium over the then principal and accrued interest balance. These embedded derivatives were bifurcated and accounted for separately as a single, compound derivative instrument. The convertible notes did not convert to common shares based on this embedded feature, rather they converted based on a price calculated by dividing $6.3 billion with the number of common equity securities, on an as-converted and as-exercised basis, outstanding on the closing of the IPO. Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist.

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8. Commitments and Contingencies

Commitments

The following summarizes the Company’s minimum contractual commitments as of ~~March 31,~~June 30, 2022:

(in thousands) Unconditional purchase obligations (unrecognized) Long-term debt (including interest) Operating leases Total
Remainder of 2022 $ 194,403 $ 209,647 $ 288,858 $ 692,908
2023 200,656 74,381 363,899 638,936
2024 92,957 211,446 326,855 631,258
2025 76,093 15,839 274,252 366,184
2026 25,720 62,193 203,745 291,658
Thereafter — 333,832 507,708 841,540
Total undiscounted payments $ 589,829 $ 907,338 $ 1,965,317 $ 3,462,484
Less: lease imputed interest (368,959)
Total lease commitments $ 1,596,358


(in thousands)	Unconditional purchase obligations (unrecognized)		Long-term debt (including interest)		Operating leases		Total
Remainder of 2022	$	91,933	$	12,967	$	193,866	$	298,766
2023	183,134		93,788		377,523		654,445
2024	148,490		198,560		339,567		686,617
2025	126,880		15,014		282,110		424,004
2026	33,805		58,244		214,143		306,192
Thereafter	116,598		312,634		520,207		949,439
Total undiscounted payments	$	700,840	$	691,207	$	1,927,416	$	3,319,463
Less: lease imputed interest					(356,524)
Total lease commitments					$	1,570,892

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 technology related service contracts, 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.

Effective July 2022, the Company expanded and extended an existing service arrangement which increased the service period by two years and increased the non-cancellable commitment from $450 million to $1 billion. The Company is committed to spend a minimum of $150 million per year, which is consistent with current spend levels. If such agreement had not been amended, the remaining non-cancellable commitment as of June 30, 2022, would have been $270 million.

Legal Matters

From time to time, the Company may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. The Company assesses 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, the Company considers other relevant factors that could impact its 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. The Company's 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, the Company currently believes that the final outcome of currently pending legal matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

9. Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)

Immediately prior to effectiveness of the Company’s 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 the Company’s name to Coupang, Inc. (“Corporate Conversion”).

Prior to the Corporate Conversion, the Company’s 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.


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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 (including any PIUs) held by Mr. Bom Kim; and


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•132,859,550 preferred units held by Mr. Kim and 43,143,440 common units (all of which were designated as PIUs) held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock.

On March 15, 2021, the Company completed its IPO, in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from its IPO after deducting underwriting discounts of $69 million and other offering costs. 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.

Holders of vested PIUs had similar rights to those of common unit holders. The PIUs (with the exception of those granted to the Company’s Chief Executive Officer, which convert into an equal number of shares of Class B common stock) convert to shares of Class A common stock at a ratio based on the excess of the per common unit value of the Company at the time of a Corporate Conversion over the per common unit value designated at the grant date of the PIUs (the participation threshold), as specified in the underlying award agreements. All outstanding PIUs automatically converted into 22,367,358 shares of Class A common stock and 43,143,440 shares of Class B common stock at the time of the Corporate Conversion.

10. Equity-based Compensation Plans

The 2021 Equity Compensation Plan (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 the Company’s 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 the Company’s 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 the Company’s board of directors. Pursuant to the 2021 Plan, effective January 1, 2022, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 plan increased by 87,710,132 shares, or 5% of the total number of shares of the Company’s capital stock outstanding as of December 31, 2021. Following the increase, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 Plan is 302,813,864 shares

RSUs

The Company had previously granted restricted equity units under the 2011 Plan, which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into RSUs.

For the RSUs with the performance condition satisfied upon the completion of the Company’s IPO, the Company recorded $41 million in equity-based compensation expense for the ~~three~~six months ended ~~March 31,~~June 30, 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 are recorded over the remaining requisite service period. RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee of the Company at each vesting date.

As of ~~March 31,~~June 30, 2022, the Company had ~~$449~~$637 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 ~~2.9~~2.7 years, net of estimated forfeitures.

~~The table below summarizes RSU activity for the three months ended March 31, 2022 is as follows:~~

Outstanding RSUs
(in thousands, except unit price) Number of RSUs Weighted Average Grant-
Date Fair Value
December 31, 2021 23,511 $ 23.80
Granted 3,816 $ 23.35
Vested (2,708) $ 24.21
Forfeited / cancelled (1,149) $ 27.78
March 31, 2022 23,470 $ 23.48

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The table below summarizes RSU activity for the six months ended June 30, 2022 is as follows:


	Outstanding RSUs
(in thousands, except unit price)	Number of RSUs	Weighted Average Grant- Date Fair Value
December 31, 2021	23,511	$	23.80
Granted	3,816	$	23.35
Vested	(2,708)	$	24.21
Forfeited / cancelled	(1,149)	$	27.78
March 31, 2022	23,470	$	23.48
Granted	18,761	$	15.88
Vested	(2,028)	$	24.07
Forfeited / cancelled	(1,766)	$	24.89
June 30, 2022	38,437	$	19.68

Equity-based Compensation Expense

The following table presents the effects of equity-based compensation in the condensed consolidated statements of operations and comprehensive loss:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022			2021		(in thousands)	2022		2021		2022		2021
Cost of sales	Cost of sales		$	3,985		$	1,609	Cost of sales	$	3,887	$	2,744	$	7,872	$	4,353
Operating, general and administrative	Operating, general and administrative		51,608			85,357		Operating, general and administrative	69,029		47,602		120,637		132,959
Total			$	55,593		$	86,966
Total equity-based compensation expense								Total equity-based compensation expense	$	72,916	$	50,346	$	128,509	$	137,312

11. Income Taxes

The Company’s tax provision, or benefit, from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for jurisdictions where the Company anticipates incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. The Company’s resulting effective tax rate differs from the applicable statutory rate, primarily due to the valuation allowance against its deferred tax assets.

The Company is subject to income taxation through certain of its subsidiaries predominantly in the United States, China, South Korea, and throughout other Asian countries.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The impacts of uncertain tax positions are recognized only after determining a more-likely-than-not probability that the uncertain tax positions will not withstand challenge, if any, from the relevant taxing authorities. The Company did not have any material uncertain tax positions as of ~~March 31,~~June 30, 2022 and 2021.

12. Defined Severance Benefits

Defined severance benefits are for employees of the Company’s Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees of the Korean subsidiaries receive defined benefits as severance payments upon leaving the Company based on employment length and pay rate.


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The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022			2021		(in thousands)	2022		2021		2022		2021
Current service costs	Current service costs		$	38,967		$	30,555	Current service costs	$	37,689	$	32,224	$	76,656	$	62,779
Interest expense	Interest expense		1,704			594		Interest expense	1,627		591		3,331		1,185
Amortization of:	Amortization of:							Amortization of:
Prior service credit	Prior service credit		906			23		Prior service credit	866		23		1,772		46
Net actuarial loss	Net actuarial loss		2,905			1,100		Net actuarial loss	2,772		918		5,677		2,018
Net periodic benefit costs charged to expense	Net periodic benefit costs charged to expense		$	44,482		$	32,272	Net periodic benefit costs charged to expense	$	42,954	$	33,756	$	87,436	$	66,028

13. Net Loss per Share

The Company computes 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 per share is computed using the weighted-average number of shares of Class A and Class B common stock outstanding during 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. The Company's basic and diluted net loss per share are the same because the Company has generated a net loss to common stockholders.


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Immediately prior to the IPO, the Company completed the Corporate Conversion. The Corporate Conversion resulted in a change of equity interests from common units to shares of common stock, but no change in relative shareholder rights, rank, or value before and after this reorganization transaction. As such, the Corporate Conversion of common units was considered equivalent to a stock split and requires retrospective treatment for net loss per share purposes. All share and per share information has been retroactively adjusted to reflect the Corporate Conversion for all periods presented. PIUs outstanding prior to the Corporate Conversion were considered compensatory arrangements that were settled with shares of Class A or Class B common stock at the time of the Corporate Conversion and have been included as outstanding shares subsequent to that date. Similarly, any preferred units that were converted in accordance with their terms into shares of Class A or Class B common stock at the time of the Corporate Conversion have also been included as outstanding shares subsequent to that date.

The following table presents the calculation of basic and diluted net loss per share:

Three Months Ended March 31,
(in thousands, except per share amounts) 2022 2021
Numerator:
Net loss $ (209,294) $ (295,033)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 1,756,739 434,917
Net loss attributable to Class A and Class B common stockholders per share, basic and diluted $ (0.12) $ (0.68)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Numerator:
Net loss	$	(75,491)	$	(518,601)	$	(284,785)	$	(813,634)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted	1,763,264		1,743,109		1,760,019		1,092,626

Net loss attributable to Class A and Class B common stockholders per share, basic and diluted	$	(0.04)	$	(0.30)	$	(0.16)	$	(0.74)

Equity compensation awards of ~~28.9~~21.5 million shares and ~~60.2~~47.8 million shares for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively, and 25.2 million shares and 54.0 million shares for the six months ended June 30, 2022 and 2021, respectively, are 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.


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14. Segment Reporting

The Company’s CODM is its Chief Executive Officer. On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Company manages its business and to promote improved visibility to its business performance. The change led to the following 2 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 1 operating and ~~one~~1 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 the Company’s 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 ~~platform,~~services, 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 as well as advertising~~ services provided on the Company’s mobile applications and websites.

Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as 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, the Company does not report asset information by segment.


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Results of operations for the reportable segments and reconciliation to loss before income taxes is as follows:


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Net revenues	Net revenues					Net revenues
Product Commerce	Product Commerce	$	4,936,053	$	4,097,651	Product Commerce	$	4,877,531	$	4,332,725	$	9,813,584	$	8,430,376
Developing Offerings	Developing Offerings	180,633		109,209		Developing Offerings	160,290		145,389		340,923		254,598
Total net revenues	Total net revenues	$	5,116,686	$	4,206,860	Total net revenues	$	5,037,821	$	4,478,114	$	10,154,507	$	8,684,974
Segment adjusted EBITDA	Segment adjusted EBITDA					Segment adjusted EBITDA
Product Commerce	Product Commerce	$	2,877	$	(69,289)	Product Commerce	$	97,840	$	(47,873)	$	100,717	$	(117,162)
Developing Offerings	Developing Offerings	(93,749)		(63,677)		Developing Offerings	(31,668)		(74,274)		(125,417)		(137,951)
Total segment adjusted EBITDA	Total segment adjusted EBITDA	$	(90,872)	$	(132,966)	Total segment adjusted EBITDA	$	66,172	$	(122,147)	$	(24,700)	$	(255,113)
Reconciling items:	Reconciling items:					Reconciling items:
Depreciation and amortization	Depreciation and amortization	$	(59,240)	$	(47,384)	Depreciation and amortization	$	(60,399)	$	(46,942)	$	(119,639)	$	(94,326)
Equity-based compensation	Equity-based compensation	(55,593)		(86,966)		Equity-based compensation	(72,916)		(50,346)		(128,509)		(137,312)
Interest expense	Interest expense	(7,368)		(24,823)		Interest expense	(6,143)		(5,848)		(13,511)		(30,671)
Interest income	Interest income	3,534		940		Interest income	7,364		1,907		10,898		2,847
Other expense (income), net		490		(3,826)

Other (expense) income, net						Other (expense) income, net	(9,229)		373		(8,739)		(3,453)
Fulfillment center fire losses						Fulfillment center fire losses	—		(295,501)		—		(295,501)
Loss before income taxes	Loss before income taxes	$	(209,049)	$	(295,025)	Loss before income taxes	$	(75,151)	$	(518,504)	$	(284,200)	$	(813,529)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as our audited consolidated financial statements included in our 2021 Form 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-Q. As a result of many factors, including, without limitation, those factors set forth in the “Risk Factors” section of our 2021 Form 10-K and the “Risk Factors” section of subsequent Quarterly Reports on Form 10-Q, our actual results or timing of certain events could differ materially from the results or timing described in, or implied by, these forward-looking statements.

Overview

We are a leading e-commerce player in Korea. We believe that we are the preeminent online destination for e-commerce in the market because of our broad selection, low prices, and exceptional convenience across our owned inventory selection as well as products offered by third-party merchants. Our unique end-to-end fulfillment, logistics, and technology network enables Rocket Delivery, which provides free, next-day delivery for orders placed ~~anytime~~any time of the day, even seconds before midnight—across millions of products. Our structural advantages from complete end-to-end integration, investments in technology, and scale economies generate higher efficiencies that allow us to pass savings to customers in the form of lower prices. The capabilities we have built provide us with opportunities to expand into other offerings and geographies.

Beginning in the first quarter of 2022, we organized our operations into two segments: Product Commerce and Developing Offerings. These segments reflect the way management evaluates its business performance and manages its operations. See Note 14 — "Segment Reporting" to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our Product Commerce segment primarily generates revenues from online product sales of owned inventory to customers in Korea and from commissions earned from merchants that sell products through the Company’s mobile application and website as well as related advertising services associated with these offerings.

Our Developing Offerings segment focuses on our nascent offerings and primarily generates revenues from our online restaurant ordering and delivery services, online content streaming ~~platform,~~services, fintech, as well as related advertising services associated with these offerings.

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Key Financial and Operating Highlights:


(in thousands)	(in thousands)	Three Months Ended March 31,							(in thousands)	Three Months Ended June 30,										Six Months Ended June 30,
			2022			2021					% Change		(in thousands)	2022			2021			% Change		2022			2021			% Change
Total net revenues	Total net revenues		$	5,116,686		$	4,206,860				22	%		$	5,037,821		$	4,478,114		12	%	$	10,154,507		$	8,684,974		17	%
Total net revenues, constant currency(1)	Total net revenues, constant currency(1)		$	5,534,178		$	3,926,485				32	%	Total net revenues, constant currency(1)	$	5,667,005		$	4,115,480		27	%	$	11,201,183		$	8,041,965		29	%
Gross profit(2)	Gross profit(2)		$	1,043,406		$	732,506				42	%	Gross profit(2)	$	1,153,793		$	658,494		75	%	$	2,197,199		$	1,391,000		58	%
Net loss(4)	Net loss(4)		$	(209,294)		$	(295,033)				(29)	%	Net loss(4)	$	(75,491)		$	(518,601)		(85)	%	$	(284,785)		$	(813,634)		(65)	%
Net loss margin	Net loss margin		(4.1)		%	(7.0)		%					Net loss margin	(1.5)		%	(11.6)		%			(2.8)		%	(9.4)		%
Adjusted EBITDA(1)	Adjusted EBITDA(1)		$	(90,872)		$	(132,966)				(32)	%	Adjusted EBITDA(1)	$	66,172		$	(122,147)		NM(3)		$	(24,700)		$	(255,113)		(90)	%
Adjusted EBITDA margin(1)	Adjusted EBITDA margin(1)		(1.8)		%	(3.2)		%					Adjusted EBITDA margin(1)	1.3		%	(2.7)		%			(0.2)		%	(2.9)		%
Net cash used in operating activities			$	(54,939)		$	(183,349)				(70)	%
Net cash (used in) provided by operating activities													Net cash (used in) provided by operating activities	$	(18,262)		$	30,883		NM(3)		$	(73,201)		$	(152,466)		(52)	%
Free cash flow(1)	Free cash flow(1)		$	(289,600)		$	(330,150)				(12)	%	Free cash flow(1)	$	(195,465)		$	(137,687)		42	%	$	(485,065)		$	(467,837)		4	%
Segment adjusted EBITDA:	Segment adjusted EBITDA:												Segment adjusted EBITDA:
Product Commerce	Product Commerce		$	2,877		$	(69,289)				NM(3)		Product Commerce	$	97,840		$	(47,873)		NM(3)		$	100,717		$	(117,162)		NM(3)
Developing Offerings	Developing Offerings		$	(93,749)		$	(63,677)				47	%	Developing Offerings	$	(31,668)		$	(74,274)		(57)	%	$	(125,417)		$	(137,951)		(9)	%

			Trailing Twelve Months Ended March 31,																			Trailing Twelve Months Ended June 30,
(in thousands)	(in thousands)		2022			2021					% Change		(in thousands)									2022			2021			% Change
Net cash used in operating activities			$	(282,168)		$	(196,515)				44	%
Net cash (used in) provided by operating activities													Net cash (used in) provided by operating activities									$	(331,313)		$	74,378		NM(3)
Free cash flow(1)	Free cash flow(1)		$	(1,041,827)		$	(759,379)				37	%	Free cash flow(1)									$	(1,099,605)		$	(624,215)		76	%

_____________

(1)Total net revenues, constant currency; total net revenues growth, constant currency; adjusted EBITDA; adjusted EBITDA margin; and free cash flow are non-GAAP measures. See “Non-GAAP Financial Measures and Reconciliations” below for the reconciliation of the Non-GAAP measures with their comparable amounts prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(2)Gross profit is calculated as total net revenues minus cost of ~~sales.~~sales, and includes $158 million related to inventory losses from the fulfillment center fire for the three and six months ended June 30, 2021.

(3)Non-meaningful

(4)Net loss includes $296 million related to fulfillment center fire losses for the three and six months ended June 30, 2021.

We have experienced and may continue to experience uncertainty in our business and the global economy due to the duration and intensity of the COVID-19 pandemic; effectiveness and extent of vaccinations; supply chain disruptions including those of our vendors ~~suppliers~~ and ~~third-party logistics;~~suppliers; constraints in logistics and fulfillment related labor costs including costs to attract and retain employees; and consumer confidence which may impact our results. These drivers make it challenging to reasonably quantify the direct impact the pandemic has had, or may have in the future, on our business versus those impacts that may have been, or may be, indirectly related to the pandemic. For additional details, refer to Part I—Item 1A. “Risk Factors” contained in our 2021 Form 10-K.

Key Business Metrics and Non-GAAP Financial Measures

We review the key business and financial metrics discussed below. We use these measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Key Business Metrics


		Three Months Ended											Three Months Ended
(in thousands, except net revenues per Active Customer)	(in thousands, except net revenues per Active Customer)	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021		March 31, 2022		(in thousands, except net revenues per Active Customer)	June 30, 2021		September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022
Active Customers	Active Customers	16,037		17,022		16,823		17,936		18,112		Active Customers	17,022		16,823		17,936		18,112		17,885
Total net revenues per Active Customer	Total net revenues per Active Customer	$	262	$	263	$	276	$	283	$	283	Total net revenues per Active Customer	$	263	$	276	$	283	$	283	$	282


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Active Customers

As of the last date of each reported period, we determine our number of Active Customers by counting the total number of individual customers who have ordered at least once directly from our apps or websites during the relevant period. A customer is anyone who has created an account on our apps or websites, identified by a unique email address. The change in Active


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Customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the period. We view the number of Active Customers as a key indicator of our potential for growth in total net revenues, the reach of our network, the awareness of our brand, and the engagement of our customers.

Net Revenues per Active Customer

Net revenues per Active Customer is the total net revenues generated in a period divided by the total number of Active Customers in that period. A key driver of growth is increasing the frequency and the level of spend of Active Customers who are shopping on our apps or websites. We therefore view net revenues per Active Customer as a key indicator of engagement and retention of our customers and our success in increasing the share of wallet.

Non-GAAP Financial Measures and Reconciliations

We report our financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance. These non-GAAP financial measures may be different than similarly titled measures used by other companies.

Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with U.S. GAAP. Non-GAAP measures have limitations in that they do not reflect all the amounts associated with our results of operations as determined in accordance with U.S. GAAP. These measures should only be used to evaluate our results of operations in conjunction with the corresponding U.S. GAAP measures.

Free Cash Flow

Free cash flow is defined as cash flow from operations less purchases of property and equipment, plus proceeds from sale of property and equipment. We believe that free cash flow is an additional and useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after purchases and sales of property and equipment, can be used for strategic initiatives, including investing in our business and strengthening our balance sheet. Free cash flow has limitations as an analytical tool and should not be considered in isolation or as ~~substitutes~~a substitute for analysis of other U.S. GAAP financial measures, such as net cash provided by operating activities. A limitation of free cash flow is that it may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure. We expect our free cash flow to fluctuate in future periods as we invest in our business to support our plans for growth.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as net income/(loss) for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of total net revenues. We use adjusted EBITDA and adjusted EBITDA margin as key measures to evaluate and assess our performance and allocate internal resources. We believe adjusted EBITDA and adjusted EBITDA margin are frequently used by investors and other interested parties in evaluating companies in the e-commerce industry for period-to-period comparisons as they remove the impact of certain items that are not representative of our core business, such as material non-cash items and certain variable charges. However, other companies may calculate adjusted EBITDA and adjusted EBITDA margin in a manner different from ours and therefore they may not be directly comparable to similar terms used by other companies. Adjusted EBITDA and adjusted EBITDA margin are not measures of financial performance under U.S. GAAP and should not be considered as alternatives to cash flow from operating activities or as measures of liquidity or alternatives to net income/(loss) as indicators of operating performance or any other measures of performance derived in accordance with U.S. GAAP. Adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and you should consider them in addition to, and not in isolation or as substitutes, for analysis of our results as reported under U.S. GAAP.

Constant Currency Revenue and Constant Currency Revenue Growth

The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons. Our financial reporting currency is the U.S. dollar (“USD”) and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. For example, our business generates sales predominantly in Korean Won (“KRW”),


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which are favorably affected as the USD weakens relative to the KRW, and unfavorably affected as the USD strengthens relative to the KRW. We use constant currency revenue and constant currency revenue growth for financial and operational decision-making and as a means to evaluate comparisons between periods. We believe the presentation of our results on a constant


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currency basis in addition to U.S. GAAP results helps improve the ability to understand our performance because they exclude the effects of foreign currency volatility that are not indicative of our actual results of operations.

Constant currency information compares results between periods as if exchange rates had remained constant. We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the constant currency revenue growth on a comparative basis. Constant currency revenue is calculated by translating current period revenues using the prior period exchange rate. Constant currency revenue growth (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates.

These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with U.S. GAAP.

The following tables present the reconciliations from each U.S. GAAP measure to its corresponding non-GAAP measure for the periods noted:

Free Cash Flow

Three Months Ended March 31, Trailing Twelve Months Ended March 31,
(in thousands) 2022 2021 2022 2021
Net cash used in operating activities $ (54,939) $ (183,349) $ (282,168) $ (196,515)
Adjustments:
Purchases of property and equipment (238,906) (146,831) (765,738) (563,356)
Proceeds from sale of property and equipment 4,245 30 6,079 492
Free cash flow $ (289,600) $ (330,150) $ (1,041,827) $ (759,379)
Net cash used in investing activities $ (249,028) $ (150,482) $ (774,071) $ (606,930)
Net cash provided by financing activities $ 198,582 $ 3,505,684 $ 269,748 $ 3,569,907

~~Adjusted EBITDA and Adjusted EBITDA Margin~~

Three Months Ended March 31,
(in thousands) 2022 2021
Total net revenues $ 5,116,686 $ 4,206,860
Net loss (209,294) (295,033)
Net loss margin (4.1) % (7.0) %
Adjustments:
Depreciation and amortization 59,240 47,384
Interest expense 7,368 24,823
Interest income (3,534) (940)
Income tax expense 245 8
Other (income) expense, net (490) 3,826
Equity-based compensation 55,593 86,966
Adjusted EBITDA $ (90,872) $ (132,966)
Adjusted EBITDA margin (1.8) % (3.2) %


	Three Months Ended June 30,				Six Months Ended June 30,				Trailing Twelve Months Ended June 30,
(in thousands)	2022		2021		2022		2021		2022		2021
Net cash (used in) provided by operating activities	$	(18,262)	$	30,883	$	(73,201)	$	(152,466)	$	(331,313)	$	74,378
Adjustments:
Purchases of property and equipment	(180,768)		(168,665)		(419,674)		(315,496)		(777,841)		(699,003)
Proceeds from sale of property and equipment	3,565		95		7,810		125		9,549		410
Free cash flow	$	(195,465)	$	(137,687)	$	(485,065)	$	(467,837)	$	(1,099,605)	$	(624,215)
Net cash used in investing activities	$	(180,670)	$	(155,099)	$	(429,698)	$	(305,581)	$	(799,642)	$	(727,498)
Net cash (used in) provided by financing activities	$	(117,914)	$	50,674	$	80,668	$	3,556,358	$	101,160	$	3,681,080

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Adjusted EBITDA and Adjusted EBITDA Margin


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2022			2021			2022			2021
Total net revenues	$	5,037,821		$	4,478,114		$	10,154,507		$	8,684,974

Net loss	(75,491)			(518,601)			(284,785)			(813,634)
Net loss margin	(1.5)		%	(11.6)		%	(2.8)		%	(9.4)		%
Adjustments:
Depreciation and amortization	60,399			46,942			119,639			94,326
Interest expense	6,143			5,848			13,511			30,671
Interest income	(7,364)			(1,907)			(10,898)			(2,847)
Income tax expense	340			97			585			105
Other expense (income), net	9,229			(373)			8,739			3,453
Equity-based compensation	72,916			50,346			128,509			137,312
Fulfillment center fire losses	—			295,501			—			295,501
Adjusted EBITDA	$	66,172		$	(122,147)		$	(24,700)		$	(255,113)
Adjusted EBITDA margin	1.3		%	(2.7)		%	(0.2)		%	(2.9)		%


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Constant Currency Revenue and Constant Currency Revenue Growth


		Three Months Ended March 31,				Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	(in thousands)		2022				2021			(in thousands)	2022			2021			2022			2021
Consolidated	Consolidated									Consolidated
Total net revenues	Total net revenues		$	5,116,686			$	4,206,860		Total net revenues	$	5,037,821		$	4,478,114		$	10,154,507		$	8,684,974
Total net revenues growth	Total net revenues growth		22		%		74		%	Total net revenues growth	12		%	71		%	17		%	73		%
Adjustment:	Adjustment:									Adjustment:
Exchange rate effect	Exchange rate effect		417,492				(280,375)			Exchange rate effect	629,184			(362,634)			1,046,676			(643,009)
Total net revenues, constant currency	Total net revenues, constant currency		$	5,534,178			$	3,926,485		Total net revenues, constant currency	$	5,667,005		$	4,115,480		$	11,201,183		$	8,041,965
Total net revenues growth, constant currency	Total net revenues growth, constant currency		32		%		63		%	Total net revenues growth, constant currency	27		%	57		%	29		%	60		%

Net retail sales	Net retail sales		$	4,556,107			$	3,807,043		Net retail sales	$	4,481,165		$	3,994,506		$	9,037,272		$	7,801,549
Net retail sales growth	Net retail sales growth		20		%		70		%	Net retail sales growth	12		%	65		%	16		%	68		%
Adjustment:	Adjustment:									Adjustment:
Exchange rate effect	Exchange rate effect		371,752				(253,728)			Exchange rate effect	559,765			(323,875)			931,517			(577,603)
Net retail sales, constant currency	Net retail sales, constant currency		$	4,927,859			$	3,553,315		Net retail sales, constant currency	$	5,040,930		$	3,670,631		$	9,968,789		$	7,223,946
Net retail sales growth, constant currency	Net retail sales growth, constant currency		29		%		59		%	Net retail sales growth, constant currency	26		%	52		%	28		%	55		%

Net other revenue	Net other revenue		$	560,579			$	399,817		Net other revenue	$	556,656		$	483,608		$	1,117,235		$	883,425
Net other revenue growth	Net other revenue growth		40		%		126		%	Net other revenue growth	15		%	151		%	26		%	139		%
Adjustment:	Adjustment:									Adjustment:
Exchange rate effect	Exchange rate effect		45,740				(26,647)			Exchange rate effect	69,419			(38,759)			115,159			(65,406)
Net other revenue, constant currency	Net other revenue, constant currency		$	606,319			$	373,170		Net other revenue, constant currency	$	626,075		$	444,849		$	1,232,394		$	818,019
Net other revenue growth, constant currency	Net other revenue growth, constant currency		52		%		111		%	Net other revenue growth, constant currency	29		%	131		%	40		%	121		%

Product Commerce	Product Commerce									Product Commerce
Net revenues	Net revenues		$	4,936,053			$	4,097,651		Net revenues	$	4,877,531		$	4,332,725		$	9,813,584		$	8,430,376
Net revenues growth	Net revenues growth		20		%		70		%	Net revenues growth	13		%	66		%	16		%	68		%
Adjustment:	Adjustment:									Adjustment:
Exchange rate effect	Exchange rate effect		402,753				(273,097)			Exchange rate effect	608,782			(351,063)			1,011,535			(624,160)
Net revenues, constant currency	Net revenues, constant currency		$	5,338,806			$	3,824,554		Net revenues, constant currency	$	5,486,313		$	3,981,662		$	10,825,119		$	7,806,216
Net revenues growth, constant currency	Net revenues growth, constant currency		30		%		59		%	Net revenues growth, constant currency	27		%	53		%	28		%	56		%

Developing Offerings	Developing Offerings									Developing Offerings
Net revenues	Net revenues		$	180,633			$	109,209		Net revenues	$	160,290		$	145,389		$	340,923		$	254,598
Net revenues growth	Net revenues growth		65		%		2,388		%	Net revenues growth	10		%	1494		%	34		%	1,784		%
Adjustment:	Adjustment:									Adjustment:
Exchange rate effect	Exchange rate effect		14,739				(7,278)			Exchange rate effect	20,402			(11,571)			35,141			(18,849)
Net revenues, constant currency	Net revenues, constant currency		$	195,372			$	101,931		Net revenues, constant currency	$	180,692		$	133,818		$	376,064		$	235,749
Net revenues growth, constant currency	Net revenues growth, constant currency		79		%		2,222		%	Net revenues growth, constant currency	24		%	1367		%	48		%	1,645		%

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Components of Results of Operations

Total Net Revenues

We categorize our total net revenues as (1) net retail sales and (2) net other revenue. Total net revenues incorporate reductions for estimated returns, promotional discounts, and earned loyalty rewards and exclude amounts collected on behalf of third parties, such as value added taxes. We periodically provide customers with promotional discounts to retail prices, such as percentage discounts and other similar offers, to incentivize increased customer spending and loyalty. These promotional discounts are discretionary and are reflected as reductions to the selling price and revenue recognized on each corresponding transaction. Loyalty rewards are offered as part of revenue transactions to all retail customers, whereby rewards are earned as a percentage of each purchase, for the customer to apply towards the purchase price of a future transaction. We defer a portion of revenue from each originating transaction, based on the estimated standalone selling price of the loyalty reward earned, and then recognize the revenue as the loyalty reward is redeemed in a future transaction, or when they expire. The amount of the deferred revenue related to these loyalty rewards is not material.

Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers. Net other revenue includes revenue from commissions earned from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory.

Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships 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 Coupang Play content streaming, which is also included in net other revenue.

Cost of Sales

Cost of sales primarily consists of the purchase price of products sold directly to customers where we record revenue gross, and includes logistics 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, delivery service costs from our restaurant delivery business, and depreciation and amortization expense.

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 attributed 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 expense.

Interest Expense

Interest expense primarily consists of interest on our short-term borrowings and long-term debt, our convertible notes issued in our 2018 convertible note financing, and finance lease liabilities.

Income Tax Expense

The Company’s tax expense or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. We are subject to income taxes in the United States and foreign jurisdictions in which we do business. These foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities and changes in tax laws.

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Results of Operations


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022			2021		(in thousands)	2022		2021		2022		2021
Net retail sales	Net retail sales		$	4,556,107		$	3,807,043	Net retail sales	$	4,481,165	$	3,994,506	$	9,037,272	$	7,801,549
Net other revenue	Net other revenue		560,579			399,817		Net other revenue	556,656		483,608		1,117,235		883,425
Total net revenues	Total net revenues		5,116,686			4,206,860		Total net revenues	5,037,821		4,478,114		10,154,507		8,684,974
Cost of sales	Cost of sales		4,073,280			3,474,354		Cost of sales	3,884,028		3,819,620		7,957,308		7,293,974
Operating, general and administrative	Operating, general and administrative		1,249,111			999,822		Operating, general and administrative	1,220,936		1,173,430		2,470,047		2,173,252
Total operating cost and expenses	Total operating cost and expenses		5,322,391			4,474,176		Total operating cost and expenses	5,104,964		4,993,050		10,427,355		9,467,226
Operating loss	Operating loss		(205,705)			(267,316)		Operating loss	(67,143)		(514,936)		(272,848)		(782,252)
Interest income	Interest income		3,534			940		Interest income	7,364		1,907		10,898		2,847
Interest expense	Interest expense		(7,368)			(24,823)		Interest expense	(6,143)		(5,848)		(13,511)		(30,671)
Other income (expense), net			490			(3,826)
Other (expense) income, net								Other (expense) income, net	(9,229)		373		(8,739)		(3,453)
Loss before income taxes	Loss before income taxes		(209,049)			(295,025)		Loss before income taxes	(75,151)		(518,504)		(284,200)		(813,529)
Income tax expense	Income tax expense		245			8		Income tax expense	340		97		585		105
Net loss	Net loss		$	(209,294)		$	(295,033)	Net loss	$	(75,491)	$	(518,601)	$	(284,785)	$	(813,634)

Total Net Revenues

Total net revenues include net retail sales and net other revenues as discussed above. The following table presents our total net revenues by segment.


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021

Product Commerce	Product Commerce	$	4,936,053	$	4,097,651	Product Commerce	$	4,877,531	$	4,332,725	$	9,813,584	$	8,430,376

Developing Offerings	Developing Offerings	$	180,633	$	109,209	Developing Offerings	160,290		145,389		340,923		254,598
Total net revenues	Total net revenues	$	5,116,686	$	4,206,860	Total net revenues	$	5,037,821	$	4,478,114	$	10,154,507	$	8,684,974

Total net revenues increased ~~$910 million~~$0.6 billion or ~~22% (32%~~12% (27% on a constant currency basis), and $1.5 billion or 17% (29% on a constant currency basis), respectively, for the three and six months ended ~~March 31,~~June 30, 2022, when compared to the prior year ~~period.~~periods.

Product Commerce net revenues increased ~~$838 million~~$0.5 billion or ~~20% (30%~~13% (27% on a constant currency basis), and $1.4 billion or 16% (28% on a constant currency basis), respectively, for the three and six months ended June 30, 2022, when compared to the prior ~~year period.~~periods. The increase is primarily due to continued year-over-year growth in our Active Customers compared to the prior year period, as well as in total net revenues per Active Customer, driven by increased product selection of our owned inventory, increased customer engagement across more product categories, and increased merchants available on our marketplace.

Developing Offerings net revenues increased ~~$71~~$15 million or ~~65% (79%~~10% (24% on a constant currency basis), and $86 million or 34% (48% on a constant currency basis), respectively, for the three and six months ended June 30, 2022, when compared to the prior year ~~period.~~periods. The increase is primarily the result of increased revenues from our restaurant ordering and delivery business as a result of ~~the growth in our consumers on the platform as well as~~ an increase in the spend per consumer.

Cost of Sales

Cost of sales for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$599~~$64 million or ~~17%~~2%, and $663 million or 9%, respectively, compared to the prior year ~~period.~~periods. The increase ~~for the three months ended March 31, 2022,~~ was primarily attributable to increased product ~~and logistics~~ costs resulting from increased sales and customer demand. Cost of sales as a percentage of revenue decreased from ~~82.6% to 79.6%~~85.3% and 84.0% for the three and six months ended ~~March 31,~~June 30, 2021, respectively, to 77.1% and 78.4% for the three and six months ended June 30, 2022, respectively, primarily due to supply chain optimization, ~~and~~ an increased percentage of revenues earned from higher margin revenue categories, ~~partially offset by higher logistics costs.~~and costs of $158 million in the prior year period related to the fulfillment center fire in 2021.

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Operating, General and Administrative Expenses

Operating, general and administrative expenses for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$249~~$48 million or ~~25%~~4%, and $297 million, or 14%, respectively, compared to the prior year ~~period.~~periods. The increase ~~for the three months ended March 31, 2022~~ primarily reflects higher labor costs and advertisement expenses to support growth and expansion of newer offerings and ~~initiatives, offset by lower equity-based compensation related to awards with a vesting condition satisfied upon the completion of our IPO in 2021. Operating, general and administrative~~initiatives. These expenses as a percentage of revenue ~~increased~~decreased from ~~23.8%~~26.2% to ~~24.4%~~24.2% for the three months ended ~~March 31,~~June 30, 2022 related primarily to costs of $138 million in the prior year period related to the fulfillment center fire in 2021, partially offset by increases in labor costs and advertising expenses, and decreased from 25.0% to 24.3% for the six months ended June 30, 2022 primarily related to ~~higher labor and advertising expenses,~~costs of $138 million in the prior year period related to the fulfillment center fire, partially offset by ~~decreases~~increases in ~~equity-based compensation.~~advertising expenses.

Interest Expense

Interest expense for the three and six months ended ~~March 31,~~June 30, 2022 ~~decreased $17~~increased $0.3 million or ~~(70)~~5%, and decreased $17.2 million or (56)%, respectively, compared to the prior year ~~period.~~periods. The decrease for the six months was primarily attributable to the conversion of our convertible notes into shares of our Class A common stock as a result of the Corporate Conversion and IPO during the first quarter of 2021.

Segment adjusted EBITDA

The operating performance measure of each segment is segment adjusted EBITDA. Segment adjusted EBITDA is defined as loss before income taxes for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations associated with our segments.


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021		2022		2021
Product Commerce	Product Commerce	$	2,877	$	(69,289)	Product Commerce	$	97,840	$	(47,873)	$	100,717	$	(117,162)
Developing Offerings	Developing Offerings	(93,749)		(63,677)		Developing Offerings	(31,668)		(74,274)		(125,417)		(137,951)
Consolidated adjusted EBITDA	Consolidated adjusted EBITDA	$	(90,872)	$	(132,966)	Consolidated adjusted EBITDA	$	66,172	$	(122,147)	$	(24,700)	$	(255,113)

Product Commerce segment adjusted EBITDA was $3$98 million ~~up $72~~and $101 million, respectively, for the three and six months ended June 30, 2022, an increase of $146 million and $218 million compared to the same ~~period~~periods in 2021. The improvement was primarily due to an increase in net revenues, improved margins from supply chain optimization and an increased percentage of revenues earned from higher margin revenue categories, partially offset ~~by increases in logistics costs and~~ operating, general and administrative expenses as discussed above.

Developing Offerings segment adjusted EBITDA ~~loss increased $(30)~~improved $43 million or ~~47%~~57%, and $13 million or 9% for the three and six months ended ~~March 31,~~June 30, 2022, when compared to the prior year ~~period.~~periods. The ~~increased loss~~improved adjusted EBITDA was the result of lower advertising and promotional costs and lower delivery costs per order associated with Coupang Eats, offset by continued investments made in our licensed content for Coupang Play, as well as start-up costs made for our international e-commerce ~~platforms.~~offerings.

Liquidity and Capital Resources

Liquidity

As of ~~March 31,~~June 30, 2022 and December 31, 2021, we had stockholders’ equity of ~~$2.0~~$2.1 billion and $2.2 billion, respectively. We may continue to incur losses over the next few years. We expect that our investment into our growth strategy will continue to be significant, including with respect to our Developing Offerings segment which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities. As part of this expansion to fulfill anticipated future customer demand and continuation to expand services, we are currently building and have additional plans to build several new fulfillment centers. We have entered into various construction contracts which are generally expected to be completed over the next three years. These contracts have remaining capital expenditure commitments of ~~$467~~$525 million as of ~~March 31,~~June 30, 2022. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.

Our primary source of funds has been, and we expect it to continue to be, cash generated from our net revenues, supplemented through debt financing, and sales of our equity securities. We had total cash and cash equivalents and restricted cash of $3.7 billion as of March 31, 2022, compared to $3.8 billion as of December 31, 2021. Additionally, the Company has $1.0 billion under its 2021 revolving credit facility.

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Our primary source of funds have been cash generated from our net revenues, supplemented through debt financing, and sales of our equity securities. Our primary source of funds are expected to be our cash and cash equivalents, and cash generated from our net revenues, supplemented through debt financings. We had total cash and cash equivalents and restricted cash of $3.3 billion as of June 30, 2022, compared to $3.8 billion as of December 31, 2021. Additionally, the Company has $1.0 billion available under its 2021 revolving credit facility.

During the first quarter of 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.


		Three Months Ended March 31,						Six Months Ended June 30,
(in thousands)	(in thousands)		2022		2021		(in thousands)		2022		2021
Net cash used in operating activities	Net cash used in operating activities		$	(54,939)	$	(183,349)	Net cash used in operating activities		$	(73,201)	$	(152,466)
Net cash used in investing activities	Net cash used in investing activities		(249,028)		(150,482)		Net cash used in investing activities		(429,698)		(305,581)
Net cash provided by financing activities	Net cash provided by financing activities		198,582		3,505,684		Net cash provided by financing activities		80,668		3,556,358
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash		(27,404)		(39,457)		Effect of exchange rate changes on cash and cash equivalents and restricted cash		(115,962)		(38,928)
Net (decrease) increase in cash and cash equivalents, and restricted cash	Net (decrease) increase in cash and cash equivalents, and restricted cash		$	(132,789)	$	3,132,396	Net (decrease) increase in cash and cash equivalents, and restricted cash		$	(538,193)	$	3,059,383
Cash and cash equivalents, and restricted cash, as of beginning of period	Cash and cash equivalents, and restricted cash, as of beginning of period		$	3,810,347	$	1,401,302	Cash and cash equivalents, and restricted cash, as of beginning of period		$	3,810,347	$	1,401,302
Cash and cash equivalents, and restricted cash, as of end of period	Cash and cash equivalents, and restricted cash, as of end of period		$	3,677,558	$	4,533,698	Cash and cash equivalents, and restricted cash, as of end of period		$	3,272,154	$	4,460,685

Operating Activities

Our net cash used in operating activities was ~~$(55)~~$(73) million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing a change of ~~$128~~$79 million, compared to ~~$(183)~~$(152) million of net cash used for operations for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The year-over-year change in operating cash flow was primarily driven by a ~~$86~~$529 million decrease in net loss partially offset by a ~~$(6)~~$(187) million decrease in our non-cash expenses contributing to the net loss for the ~~three~~six months ended ~~March 31,~~June 30, 2022. ~~Also contributing to~~Offsetting the ~~decrease~~improvement in cash used in operating activities was anthe increase in cash ~~flows due to~~outflows from changes in operating assets and liabilities, consisting primarily of a decrease in inventory of ~~$216~~$82 million and a corresponding decrease in accounts payable of ~~$(138)~~$(206) million due to improved inventory scheduling and reduced inventory ~~build up~~build-up leading to reduced payable balances, an increase in other assets of $(68) million as a result of additional advances made to vendors and suppliers compared to the prior year, a decrease in accrued expenses of ~~$(73)~~$(47) million impacted by lower employee accruals compared to the prior year due to slower headcount growth, and a decrease in other liabilities of $(60) million from ~~the timing of payments related to bonuses paid to employees earlier in 2022.~~operating lease liabilities and our defined severance benefit plan.

Investing Activities

Our net cash used in investing activities was ~~$(249)~~$(430) million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, representing an increase of ~~$99~~$124 million, or ~~65%~~41%, as compared to ~~$(150)~~$(306) million used in investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021. This increase was mainly driven by a ~~$92~~$104 million increase in purchases of property and equipment, primarily related to investments in our fulfillment and logistics infrastructure, including purchases of buildings, land and ~~land, as well as technology equipment and capabilities.~~equipment. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, purchases of land and buildings comprised ~~$23~~$48 million of the ~~$239~~$420 million in total purchases of property and equipment.

Financing Activities

Our net cash provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2022 decreased ~~$3.3~~$3.5 billion, compared to the ~~three~~six months ended ~~March 31,~~June 30, 2021. This decrease was primarily driven by $3.4 billion of proceeds, net of underwriting discounts of $69 million and other offering costs, from the issuance of 100,000,000 shares of our Class A common stock upon the completion of our IPO in 2021, a ~~$36~~$37 million decrease in cash proceeds from the issuance of common stocks/units related to equity awards and a ~~$138~~$306 million increase in repayment of debt and short-term borrowings, partially offset by $288 million in proceeds from debt and short-term ~~borrowings in 2022.~~borrowings.

We believe that our sources of liquidity will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need additional cash resources in the future if we find and pursue opportunities for investment, acquisition, strategic cooperation, or other similar actions, which may include investing in technology, our logistics and fulfillment infrastructure, or related talent. If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further optimize our capital structure, we may seek to issue additional debt or equity securities or obtain credit facilities or other sources of financing. This financing may not be available on favorable terms, or at all.

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Capital Resources

We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. Refer to Note 8 — "Commitments and Contingencies" in Part I, Item 1 - “Financial Statements (Unaudited)” for disclosure of our future commitments. We generally enter into term loan facility agreements to finance the construction of our fulfillment centers. These agreements may require that we provide for collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase. The Company also has material operating leases which expire over the next eleven years. Total minimum contractual commitments due within the next 96 months were ~~$693~~$299 million as of ~~March 31,~~June 30, 2022. Additionally, we have open purchase orders for inventories that are primarily due in the next twelve months, and they are generally cancellable, in full or in part, through the contractual provisions.

Our short-term and long-term borrowings generally include lines of credit with financial institutions available to be drawn upon for general operating purposes.

In March 2022, the Company entered into a new five-year loan agreement to borrow ~~$330~~$309 million, which was partially used to ~~repay a~~extinguish the $149 million August 2020 term loan facility which matured in March 2022 and to finance infrastructure of a fulfillment center. The Company pledged up to ~~$396~~$371 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%.

The Company has a three-year $1.0 billion unsecured credit facility (the “2021 revolving credit facility”). As of ~~March 31,~~June 30, 2022, there was no balance outstanding on the 2021 revolving credit facility.

Refer to Note 6 — ~~"Long-term~~"Short-Term Borrowings and Long-Term Debt" in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for disclosure of our debt obligations and collateral.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. For a discussion of our critical accounting policies and estimates, refer to the section entitled “Critical Accounting Policies and Estimates” in our 2021 Form 10-K.

Other significant accounting policies are also discussed in Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the consolidated financial statements in Part II, Item 8 of our 2021 Form 10-K. There have been no significant changes to these policies and estimates for the ~~three~~six months ended ~~March 31,~~June 30, 2022, except as described in Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recently Adopted Accounting Pronouncements

See Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In addition to the risks inherent in our operations, we are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit.

Interest Rate Risk

As of ~~March 31,~~June 30, 2022, we had cash, cash equivalents, and restricted cash of ~~$3.7~~$3.3 billion. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from our short-term borrowings. Borrowings issued at variable rates expose us to variability in cash flows. Our policy, in the management of interest rate risk, is to strike a balance between fixed and floating rate financial instruments as well as our cash and cash equivalents and

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any short-term investments we may hold. The balance struck by our management is dependent on prevailing interest rate markets at any point in time.

Our borrowings include lines of credit with financial institutions, some of which carry variable interest rates. As of ~~March 31,~~June 30, 2022, there was no balance outstanding on our 2021 revolving credit facility. Any future borrowings incurred under the 2021 revolving credit facility would accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence.

Our term loan facilities have fixed interest rates. While fluctuations in interest rates do not impact our results of operations, the fair value of our debt is impacted by market interest rates, decreasing in periods of rising rates and increasing in periods of declining rates.

Foreign Currency Risk

We have accounts on our foreign subsidiaries’ ledgers, which are maintained in the respective subsidiary’s local currency and translated into USD for reporting of our consolidated financial statements. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, including the KRW.

Transactional

We generate the majority of our revenue from customers within Korea. Typically, we aim to align costs with revenue denominated in the same currency, but we are not always able to do so. As a result of the geographic spread of our operations and due to our reliance on certain products and services priced in currencies other than KRW, our business, results of operations, and financial condition have been and will continue to be impacted by the volatility of the KRW against foreign currencies.

Translational

Coupang, Inc.’s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into USD at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into USD using average rates that approximate those in effect during the period. Consequently, increases or decreases in the value of the USD affect the value of these items with respect to the non-USD-denominated businesses in the consolidated financial statements, even if their value has not changed in their original currency. For example, a stronger USD will reduce the reported results of operations of non-USD-denominated businesses and conversely a weaker USD will increase the reported results of operations of non-USD-denominated businesses. An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of ~~$458~~approximately $451 million and ~~a decrease~~$909 million and an immaterial impact in net loss ~~of $9 million~~ for the three and six months ended ~~March 31,~~June 30, 2022, respectively.

At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Credit Risk

Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. The degree of credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~March 31,~~June 30, 2022, our disclosure controls and procedures were evaluated, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to assess whether they are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of ~~March 31,~~June 30, 2022, due to the material weaknesses in our internal control over financial reporting, as further described below. As a result, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, our condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Previously Reported Material Weakness

As disclosed in our 2021 Form 10-K, ~~for the year ended December 31, 2021,~~ we previously identified material weaknesses in our internal control over financial reporting related to (i) the design and effectiveness of information technology general controls, (ii) inadequate segregation of duties, and (iii) inadequate internal control over the timely preparation and review of account reconciliations. We have concluded that these material weaknesses arose because we did not have sufficient qualified accounting resources, formalized processes, and policies necessary to satisfy the accounting and financial reporting requirements of a public company. We have determined that these control deficiencies constituted material weaknesses in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on a timely basis.

Remediation Plan

Management has developed and is executing a remediation plan to address the previously disclosed material weaknesses. We are actively engaged in the remediation of each of the outstanding material weaknesses, including utilizing the assistance of outside advisors where appropriate.

To remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II. Other Information

Item 1. Legal Proceedings

From time to time, we are subject to legal proceedings, claims, litigation, governmental audits, inspections, investigations, and other various proceedings in the ordinary course of business. We have received, and may in the future continue to receive, claims, litigation, governmental audits, inspections, and investigations relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, worker safety, intellectual property (including patent, trademark, and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust and fair trade matters, consumer protection, and environmental issues.

The results of any current or future claims, litigation, governmental audits, inspections, or investigations cannot be predicted with certainty. Regardless of the outcome, these claims and proceedings could have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brand and reputation, and other factors.

There have been no material developments with respect to the legal proceedings previously disclosed in Part I, Item 3 under the caption “Legal Proceedings” of our 2021 Form 10-K.

Item 1A. Risk Factors

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties disclosed in Part 1, Item 1A, under the caption “Risk Factors,” of our 2021 Form 10-K which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors may not be the only ones that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating globally.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

The Registration Statement on Form S-1 (File No. 333-253030) for our IPO of our Class A common stock was declared effective by the SEC on March 10, 2021. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

Exhibit Number Description of Exhibit Provided Herewith Incorporated by Reference
Form File No. Exhibit Filing Date
3.1
Certificate of Incorporation of the Registrant.
10-Q 001-40155 3.1 November 12, 2021
3.2
Bylaws of the Registrant.
10-Q 001-40155 3.2 November 12, 2021
10.1
Form of RSU Award Notice & Agreement for Non-Employee Directors .
X
10.2
Form of RSU Award Notice & Agreement for Executives .
X
10.3
Form of PSU Award Notice & Agreement for Executives.
X
31.1
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Exhibit Number

Description of Exhibit

Provided Herewith

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

3.1

Certificate of Incorporation of the Registrant.

10-Q

001-40155

3.1

November 12, 2021

3.2

Bylaws of the Registrant.

10-Q

001-40155

3.2

November 12, 2021

10.1

Form of Annual RSU Award Notice & Agreement for Non-Employee Directors.

31.1

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________


*			Indicates furnished exhibit

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


COUPANG, INC. (REGISTRANT)

By:			/s/ Michael Parker
			Michael Parker
			Chief Accounting Officer (Principal Accounting Officer)

Dated: ~~May 12,~~August 11, 2022

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