Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40115 | |
Entity Registrant Name | COUPANG, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2810505 | |
Entity Address, Address Line One | 720 Olive Way | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 333-3839 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | CPNG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001834584 | |
Common class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,613,184,828 | |
Common class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 174,802,990 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total net revenues | $ 7,114 | $ 5,801 |
Cost of sales | 5,185 | 4,381 |
Operating, general and administrative | 1,889 | 1,313 |
Total operating cost and expenses | 7,074 | 5,694 |
Operating income | 40 | 107 |
Interest income | 55 | 32 |
Interest expense | (27) | (8) |
Other expense, net | (9) | (7) |
Income before income taxes | 59 | 124 |
Income tax expense | 83 | 33 |
Net (loss) income | (24) | 91 |
Net loss attributable to noncontrolling interests | (29) | 0 |
Net income attributable to Coupang stockholders | $ 5 | $ 91 |
Earnings per share | ||
Net income (loss) attributable to Class A and Class B common stockholders per share, basic (in USD per share) | $ 0 | $ 0.05 |
Net income (loss) attributable to Class A and Class B common stockholders per share, diluted (in USD per share) | $ 0 | $ 0.05 |
Weighted-average shares outstanding | ||
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,794 | 1,775 |
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,815 | 1,794 |
Net retail sales | ||
Total net revenues | $ 5,895 | $ 5,205 |
Net other revenue | ||
Total net revenues | $ 1,219 | $ 596 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (24) | $ 91 |
Other comprehensive loss: | ||
Foreign currency translation adjustments, net of tax | (105) | (19) |
Actuarial gain on defined severance benefits, net of tax | 1 | 1 |
Total other comprehensive loss | (104) | (18) |
Comprehensive (loss) income | (128) | 73 |
Comprehensive (loss) income attributable to noncontrolling interests | (29) | 0 |
Comprehensive (loss) income attributable to Coupang stockholders | $ (99) | $ 73 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 5,226 | $ 5,243 |
Restricted cash | 347 | 353 |
Accounts receivable, net | 601 | 314 |
Inventories | 1,938 | 1,666 |
Prepaids and other current assets | 457 | 316 |
Total current assets | 8,569 | 7,892 |
Property and equipment, net | 2,509 | 2,465 |
Operating lease right-of-use assets | 1,912 | 1,601 |
Deferred tax assets | 841 | 925 |
Intangible assets, net | 349 | 37 |
Long-term lease deposits and other | 769 | 426 |
Total assets | 14,949 | 13,346 |
Liabilities, redeemable noncontrolling interests, and equity | ||
Accounts payable | 5,370 | 5,099 |
Accrued expenses | 388 | 352 |
Deferred revenue | 135 | 97 |
Short-term borrowings | 272 | 282 |
Current portion of long-term debt | 196 | 203 |
Current portion of long-term operating lease obligations | 419 | 386 |
Other current liabilities | 655 | 526 |
Total current liabilities | 7,435 | 6,945 |
Long-term debt | 1,062 | 529 |
Long-term operating lease obligations | 1,668 | 1,387 |
Defined severance benefits and other | 585 | 381 |
Total liabilities | 10,750 | 9,242 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interests | 114 | 15 |
Equity | ||
Class A — shares authorized 10,000, outstanding 1,620 and 1,616 Class B — shares authorized 250, outstanding 175 and $175 | 0 | 0 |
Additional paid-in capital | 8,578 | 8,489 |
Accumulated other comprehensive loss | (121) | (17) |
Accumulated deficit | (4,378) | (4,383) |
Noncontrolling interests | 6 | 0 |
Total equity | 4,085 | 4,089 |
Total liabilities, redeemable noncontrolling interests and equity | $ 14,949 | $ 13,346 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - shares shares in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Common class A | ||
Common stock, shares authorized (in shares) | 10,000 | 10,000 |
Common stock, shares outstanding (in shares) | 1,620 | 1,616 |
Common class B | ||
Common stock, shares authorized (in shares) | 250 | 250 |
Common stock, shares outstanding (in shares) | 175 | 175 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY (unaudited) - USD ($) shares in Millions, $ in Millions | Total | Redeemable Noncontrolling Interests | Class A and Class B common stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Noncontrolling interests |
Equity, including portion attributable to noncontrolling interest, beginning balance at Dec. 31, 2022 | $ 2,414 | $ 0 | $ 0 | $ 8,154 | $ 3 | $ (5,743) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 91 | 91 | |||||
Foreign currency translation adjustments, net of tax | (19) | (19) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 1 | 1 | |||||
Issuance of common stock upon exercise of stock options | 3 | 3 | |||||
Issuance of common stock upon settlement of restricted stock units | 0 | ||||||
Equity-based compensation | 70 | 70 | |||||
Equity, including portion attributable to noncontrolling interest, ending balance at Mar. 31, 2023 | 2,560 | 0 | $ 0 | 8,227 | (15) | (5,652) | 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 1,773 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net issuance of common stock upon exercise of stock options (in shares) | 1 | ||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 3 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 1,777 | ||||||
Equity, including portion attributable to noncontrolling interest, beginning balance at Dec. 31, 2023 | 4,089 | 15 | $ 0 | 8,489 | (17) | (4,383) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 1 | (25) | 5 | (4) | |||
Capital contributions from noncontrolling interest holders | 0 | 55 | |||||
Recognition of non-controlling interest upon acquisition | 10 | 69 | 10 | ||||
Foreign currency translation adjustments, net of tax | (105) | (105) | |||||
Actuarial gain (loss) on defined severance benefits, net of tax | 1 | 1 | |||||
Issuance of common stock upon exercise of stock options | 1 | 1 | |||||
Issuance of common stock upon settlement of restricted stock units | 0 | ||||||
Equity-based compensation | 88 | 88 | |||||
Equity, including portion attributable to noncontrolling interest, ending balance at Mar. 31, 2024 | $ 4,085 | $ 114 | $ 0 | $ 8,578 | $ (121) | $ (4,378) | $ 6 |
Beginning balance (in shares) at Dec. 31, 2023 | 1,791 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 4 | ||||||
Ending balance (in shares) at Mar. 31, 2024 | 1,795 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net (loss) income | $ (24) | $ 91 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 95 | 64 |
Provision for severance benefits | 45 | 39 |
Equity-based compensation | 88 | 70 |
Non-cash operating lease expense | 103 | 84 |
Deferred income taxes | 47 | 0 |
Other | 42 | 29 |
Change in operating assets and liabilities, net of acquisition: | ||
Accounts receivable, net | (14) | 56 |
Inventories | (33) | (61) |
Other assets | (55) | 60 |
Accounts payable | (31) | 162 |
Accrued expenses | (30) | (47) |
Other liabilities | (21) | (46) |
Net cash provided by operating activities | 212 | 501 |
Investing activities | ||
Purchases of property and equipment | (107) | (95) |
Proceeds from sale of property and equipment | 2 | 1 |
Net cash acquired in acquisition | 68 | 0 |
Other investing activities | (80) | 11 |
Net cash used in investing activities | (117) | (83) |
Financing activities | ||
Proceeds from issuance of common stock, equity-based compensation plan | 1 | 3 |
Proceeds from short-term borrowings and long-term debt | 14 | 32 |
Repayment of short-term borrowings and long-term debt | (17) | (1) |
Other financing activities | 54 | 44 |
Net cash provided by financing activities | 52 | 78 |
Effect of exchange rate changes on cash and cash equivalents, and restricted cash | (170) | (59) |
Net (decrease) increase in cash and cash equivalents, and restricted cash | (23) | 437 |
Cash and cash equivalents, and restricted cash, as of beginning of period | 5,597 | 3,687 |
Cash and cash equivalents, and restricted cash, as of end of period | $ 5,574 | $ 4,124 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements of Coupang, Inc. (“Coupang”) together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”) 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 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 liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. The unaudited interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the 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 our 2023 Form 10-K. Farfetch Acquisition In January 2024, we acquired the business and assets of Farfetch Holdings plc (“Farfetch”), a leading global marketplace for the luxury fashion industry (the “Farfetch Acquisition”). Refer to “Note 11 - Business Combinations – Farfetch” for additional information. Recent Accounting Pronouncements Adopted In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard requires entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The adoption of the ASU resulted in incremental disclosures in our condensed consolidated financial statements, with the exception of the rollforward disclosure which will be effective prospectively for the year ended December 31, 2024. Recent Accounting Pronouncements Yet To Be Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” The standard requires additional disclosures about an entities segments, primarily about significant segment expenses that are reported to the Chief Operating Decision Maker. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2024, and interim reporting beginning with the period ended March 31, 2025. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The standard requires disclosure of specific categories of an entities income tax expenses and income taxes paid among other disclosures. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2025. |
Net Revenues
Net Revenues | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenues | Net Revenues Details of total net revenues were as follows: Three Months Ended March 31, (in millions) 2024 2023 Net retail sales $ 5,895 $ 5,205 Third-party merchant services 1,047 461 Other revenue 172 135 Total net revenues $ 7,114 $ 5,801 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 owned inventory product sales to consumers. Third- party merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through our online businesses. Other revenue includes revenue earned from our Rocket WOW membership program and 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. We recognized revenue of $92 million and $89 million for the three months ended March 31, 2024 and 2023, respectively, primarily related to payments in advance of products and services delivered which were included in deferred revenue on the consolidated balance sheets as of the beginning of the respective years. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We own and operate a retail business that primarily serves the Korean retail market along with other international markets. The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. We have two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. Product Commerce primarily includes core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery category 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, commissions, and logistics and fulfillment fees earned from merchants that sell products through our mobile application and website, and from Rocket WOW membership. Developing Offerings includes our more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service in Korea, Coupang Play, our online content streaming service in Korea, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings and also includes Farfetch, our newly acquired global luxury fashion marketplace. Revenues from Developing Offerings are primarily generated from our luxury fashion marketplace through Farfetch, our online restaurant ordering and delivery services in Korea and retail operations in Taiwan. Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations. We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, we do not report asset information by segment. Results of operations for the reportable segments and reconciliation to income before income taxes is as follows: Three Months Ended March 31, (in millions) 2024 2023 Net revenues Product Commerce $ 6,494 $ 5,658 Developing Offerings 620 142 Total net revenues $ 7,114 $ 5,801 Segment adjusted EBITDA Product Commerce $ 467 $ 288 Developing Offerings (186) (47) Total segment adjusted EBITDA $ 281 $ 241 Reconciling items: Depreciation and amortization $ (95) $ (64) Equity-based compensation (88) (70) Acquisition and restructuring related costs (58) — Interest expense (27) (8) Interest income 55 32 Other expense, net (9) (7) Income before income taxes $ 59 $ 124 Note: Amounts may not foot due to rounding. |
Defined Severance Benefits
Defined Severance Benefits | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Defined Severance Benefits | Defined Severance Benefits 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, (in millions) 2024 2023 Current service costs $ 40 $ 35 Interest cost 4 3 Amortization of: Prior service credit — 1 Net actuarial loss 1 — Net periodic benefit cost $ 45 $ 39 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our tax provision 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 we anticipate incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. Our resulting effective tax rate differs from the applicable statutory rate, primarily due to tax credits, the inclusion of the global intangible low-taxed income (GILTI) provisions, the valuation allowance against deferred tax assets in loss making jurisdictions, and other permanent differences. Our effective tax rate was 140.1% for the three months ended March 31, 2024, compared to 26.6% for the prior year period. The increase in our effective tax rate is primarily due to the loss before income taxes incurred by Farfetch, with no offsetting tax benefit, and the prospective impact of releasing the valuation allowance on our Korean deferred tax assets in the fourth quarter of 2023. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period. We have two classes of common stock outstanding, Class A common stock and Class B common stock (collectively “common stock”), with equal rights to dividends and income. Earnings per share attributable to Coupang stockholders are therefore the same for Class A and Class B common stock, both on an individual and combined basis. The following table presents the calculation of basic and diluted earnings per share attributable to Coupang stockholders: Three Months Ended March 31, (in millions, except per share amounts) 2024 2023 Numerator: Net income attributable to Coupang stockholders $ 5 $ 91 Denominator: Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: Basic 1,794 1,775 Dilutive effect of equity compensation awards 21 20 Diluted 1,815 1,794 Earnings per share: Basic $ — $ 0.05 Diluted $ — $ 0.05 Anti-dilutive shares 2 6 Note: Amounts may not foot due to rounding. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value measurement into one of the three levels based on the observability of significant inputs to the measurement. The following table summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis: (in millions) Classification Measurement Level March 31, 2024 December 31, 2023 Financial assets Money market trust Cash and cash equivalents Level 1 $ 1,616 $ 1,582 Money market fund Cash and cash equivalents Level 1 $ 904 $ 1,205 Money market trust Restricted cash Level 1 $ 89 $ 86 We have an investment in a privately held company of $85 million that does not have a readily determinable fair value and is measured at cost less impairment. Any gains or losses on the investment is recognized in other income (expense), net on our consolidated statements of operations. No gains or losses were recognized for the three months ended March 31, 2024. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2024 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Supplemental Disclosure of Cash flow Information Three Months Ended March 31, (in millions) 2024 2023 Supplemental disclosure of cash flow information Cash paid for the amount used to measure the operating lease liabilities $ 134 $ 105 Operating lease assets obtained in exchange for lease obligations $ 461 $ 28 Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations $ 17 $ 27 Non-cash investing and financing activities Increase in property and equipment-related accounts payable $ 9 $ 11 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown within the consolidated statements of cash flows. (in millions) March 31, 2024 December 31, 2023 Current assets Cash and cash equivalents $ 5,226 $ 5,243 Restricted cash 347 353 Noncurrent assets Restricted cash included in long-term leasehold deposits and other 1 1 Total cash, cash equivalents and restricted cash $ 5,574 $ 5,597 Supplier Financing Arrangements We have agreements with third-party financial institutions to facilitate participating vendors’ and suppliers’ ability to settle payment obligations from us to designated third-party financial institutions. Participating vendors and suppliers may, at their sole discretion, settle obligations prior to their scheduled due dates at a discounted price to the participating financial institutions. The invoices that have been confirmed as valid under the program require payment, in full, based on the original standard invoice terms. Confirmed invoices owed to financial institutions under these programs are included within accounts payable Accumulated Other Comprehensive (Loss) Income 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 our defined severance benefits. As of March 31, 2024 and December 31, 2023, the ending balance in accumulated other comprehensive (loss) income related to foreign currency translation adjustments was $(61) million and $44 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(60) million and $(61) million, respectively. |
Short-term Borrowings and Long-
Short-term Borrowings and Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Short-term Borrowings and Long-term Debt | Short-term Borrowings and Long-term Debt Revolving Credit Facility In January 2024, our senior unsecured credit facility (“the Revolving Credit Facility”) was amended to extend the maturity date to February 2026 and to bring the aggregate principal amount to $875 million. The Revolving Credit Facility continues to provide us the right to request incremental commitments up to $1.25 billion, subject to customary conditions. The Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. The Revolving Credit Facility is guaranteed on a senior unsecured basis by all our material restricted subsidiaries, subject to customary exceptions. Farfetch Term Loan As part of the Farfetch Acquisition, our subsidiary assumed the then outstanding syndicated Term Loans (“Farfetch Term Loans”) under Farfetch’s existing Credit Agreement with certain banks and financial institutions of $575 million, inclusive of fees incurred and less $58 million we repurchased upon acquisition. Repayment of the Farfetch Term Loans is due in quarterly installments, of 0.25%, payable on the last business day of each fiscal quarter. The Farfetch Term Loans mature in October 2027, and early payment is permitted. The Term Loans bear interest at a rate equal to SOFR plus 6.25% per annum. As of March 31, 2024, $574 million was outstanding. The Farfetch Term Loans contain customary affirmative covenants as well as customary negative covenants, including, but not limited to, restrictions on certain entities within Farfetch’s ability to incur additional debt, make investments, make distributions, dispose of assets, or enter into certain types of related party transactions. The loans are secured against specified assets of the Farfetch group and guaranteed by certain subsidiaries of Farfetch. Our debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rate for similar types of borrowing arrangements. The carrying amount of debt approximates its fair value as of March 31, 2024 and December 31, 2023 due primarily to the interest rates approximating market interest rates. We were in compliance with the covenants for each of our borrowings and debt agreements as of March 31, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments 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. As part of the acquisition of Farfetch, we have a technology related service contract with minimum future payments of $170 million covering services through 2027, and a license arrangement with minimum guarantees of approximately $290 million which are to be paid over 9 years related to a liability contract assumed with a fair value of $140 million at the acquisition date. Legal Matters From time to time, we may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of currently pending legal matters will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Litigation On August 26, 2022, a putative class action was filed on behalf of all purchasers of Coupang Class A common stock pursuant and/or traceable to Coupang’s registration statement issued in connection with our initial public offering. Choi v. Coupang, Inc et al was brought against Coupang, Inc., and certain of its former and current directors, current officers, and certain underwriters of the offering. The action was filed in the United States District Court for the Southern District of New York alleging inaccurate and misleading or omitted statements of material fact in Coupang's Registration Statement in violation of Sections 11, 12, and 15 of the Securities Act of 1933. The action was amended on May 22, 2023, and added allegations of securities fraud under Sections 10 and 20 of the Securities Exchange Act of 1934. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. Between August and December 2023, three separate stockholders’ derivative actions were filed in the United States District Court for the Southern District of New York against certain of Coupang’s former and current directors and current officers. Coupang was named as a nominal defendant in the actions. These derivative actions purport to assert claims on behalf of Coupang and make substantially similar factual allegations to Choi v. Coupang, Inc. et al , bringing claims for, among other things, breach of fiduciary duty, unjust enrichment, and violations of securities laws. The actions seek compensatory damages, governance reforms, and other relief. We believe all the aforementioned actions are without merit and intend to vigorously defend against the aforementioned actions. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Accordingly, we can provide no assurance as to the scope and outcome of this matter and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. Korean Fair Trade Commission Investigations On June 28, 2021, the Korean Fair Trade Commission (“KFTC”) initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act, including alleged preferential treatments of private labelled products provided by our subsidiary, Coupang Private Label Business. The KFTC is also investigating us on other matters related to the alleged violations of certain KFTC regulations. We are diligently cooperating with these investigations, and actively defending our practices as appropriate. Under Korean law, the issues addressed in the investigations can be resolved through civil, administrative, or criminal proceedings. The ultimate case resolution could include fines, orders to alter our processes or procedures, and criminal investigations or charges against individuals or us. We cannot reasonably estimate any penalties, loss or range of loss that may arise from the various KFTC Investigations. Accordingly, we can provide no assurance as to the scope and outcome of these matters and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. |
Business Combinations - Farfetc
Business Combinations - Farfetch | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations - Farfetch | Business Combinations – Farfetch Farfetch Acquisition On January 30, 2024 we completed the acquisition of Farfetch. We believe the acquisition will allow us to expand into luxury retail. We have accounted for this acquisition as a business combination. Total purchase consideration consisted of amounts previously funded to Farfetch under a loan prior to acquisition (the “Bridge Loan”) and required partial repayment of the Farfetch Term Loans at the close of the transaction. (in millions) Estimated Fair Value Farfetch Term Loan repayment $ 58 Bridge Loan contribution 150 Total purchase consideration $ 208 Purchase Price Allocation We have estimated the preliminary fair value of assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information becomes available during the measurement period. The measurement period will end no later than one year from the acquisition date. The following table summarizes the preliminary allocation of purchase consideration and the fair value of the assets acquired and liabilities assumed as of the acquisition date: (in millions) Estimated Fair Value Assets acquired Cash and cash equivalents $ 126 Accounts receivable, net 288 Inventories 310 Prepaids and other current assets 224 Property and equipment, net 95 Intangible assets 325 Operating lease right-of-use assets 209 Other non-current assets 227 Liabilities assumed Accounts payable (505) Other current liabilities (169) Long-term debt (557) Operating lease obligations (214) Other non-current liabilities (177) Net assets assumed 182 Noncontrolling interests (78) Goodwill on acquisition 104 Total consideration $ 208 The excess of purchase consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill which is not deductible for tax purposes. Goodwill represents the future economic benefits we expect to achieve as a result of the acquisition, including the workforce of the acquired business as well as future operational and logistical cost efficiencies expected to be achieved. Goodwill was recorded in our Developing Offerings segment. The identifiable intangible assets acquired were as follows: (in millions, except years) Weighted Average Useful Life Estimated Fair Value Brand trademarks 5 years $ 130 Customer relationships 5 years 34 Supplier relationships 15 years 61 Developed technology 3 years 38 Brand licenses 8 years 62 Total intangible assets $ 325 The results of Farfetch included in our consolidated statement of operations since the closing of the acquisition were as follows: (in millions) 2024 Total net revenues $ 288 Net loss $ (122) Acquisition-related costs were recorded as operating expenses for the three months ended March 31, 2024 and were not material. Supplemental Pro Forma Information (Unaudited) The following financial information presents our results as if the acquisition of Farfetch had occurred on January 1, 2023: Three Months Ended March 31, (in millions) 2024 2023 Pro Forma Information Total net revenues $ 7,301 $ 6,358 Net (loss) income $ (120) $ 31 These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are illustrative only and are not the results that would have been achieved had the acquisition actually occurred on January 1, 2023, nor are they indicative of future results. The pro forma results include adjustments related to the business combination, including amortization of acquired intangibles, stock-based compensation, lease expense, and income taxes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In April 2024, we repurchased 10 million shares of our Class A common stock for $178 million in a private transaction. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 5 | $ 91 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Coupang, Inc. (“Coupang”) together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”) 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. |
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 liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates. |
Principles of Consolidation | The unaudited interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the 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 our 2023 Form 10-K. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard requires entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The adoption of the ASU resulted in incremental disclosures in our condensed consolidated financial statements, with the exception of the rollforward disclosure which will be effective prospectively for the year ended December 31, 2024. Recent Accounting Pronouncements Yet To Be Adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” The standard requires additional disclosures about an entities segments, primarily about significant segment expenses that are reported to the Chief Operating Decision Maker. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2024, and interim reporting beginning with the period ended March 31, 2025. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The standard requires disclosure of specific categories of an entities income tax expenses and income taxes paid among other disclosures. Early adoption is allowed under the standard. We are evaluating the effect of adopting the ASU on our disclosures, which is effective beginning with the fiscal year ended December 31, 2025. |
Net Revenues (Tables)
Net Revenues (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of Revenue | Details of total net revenues were as follows: Three Months Ended March 31, (in millions) 2024 2023 Net retail sales $ 5,895 $ 5,205 Third-party merchant services 1,047 461 Other revenue 172 135 Total net revenues $ 7,114 $ 5,801 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Results of operations for the reportable segments and reconciliation to income before income taxes is as follows: Three Months Ended March 31, (in millions) 2024 2023 Net revenues Product Commerce $ 6,494 $ 5,658 Developing Offerings 620 142 Total net revenues $ 7,114 $ 5,801 Segment adjusted EBITDA Product Commerce $ 467 $ 288 Developing Offerings (186) (47) Total segment adjusted EBITDA $ 281 $ 241 Reconciling items: Depreciation and amortization $ (95) $ (64) Equity-based compensation (88) (70) Acquisition and restructuring related costs (58) — Interest expense (27) (8) Interest income 55 32 Other expense, net (9) (7) Income before income taxes $ 59 $ 124 Note: Amounts may not foot due to rounding. |
Defined Severance Benefits (Tab
Defined Severance Benefits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of components of net periodic benefit costs | 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, (in millions) 2024 2023 Current service costs $ 40 $ 35 Interest cost 4 3 Amortization of: Prior service credit — 1 Net actuarial loss 1 — Net periodic benefit cost $ 45 $ 39 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share/Common Unit | The following table presents the calculation of basic and diluted earnings per share attributable to Coupang stockholders: Three Months Ended March 31, (in millions, except per share amounts) 2024 2023 Numerator: Net income attributable to Coupang stockholders $ 5 $ 91 Denominator: Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: Basic 1,794 1,775 Dilutive effect of equity compensation awards 21 20 Diluted 1,815 1,794 Earnings per share: Basic $ — $ 0.05 Diluted $ — $ 0.05 Anti-dilutive shares 2 6 Note: Amounts may not foot due to rounding. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets measured at fair value on a recurring basis | The following table summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis: (in millions) Classification Measurement Level March 31, 2024 December 31, 2023 Financial assets Money market trust Cash and cash equivalents Level 1 $ 1,616 $ 1,582 Money market fund Cash and cash equivalents Level 1 $ 904 $ 1,205 Money market trust Restricted cash Level 1 $ 89 $ 86 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Disclosure of Cash-flow Information | Supplemental Disclosure of Cash flow Information Three Months Ended March 31, (in millions) 2024 2023 Supplemental disclosure of cash flow information Cash paid for the amount used to measure the operating lease liabilities $ 134 $ 105 Operating lease assets obtained in exchange for lease obligations $ 461 $ 28 Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations $ 17 $ 27 Non-cash investing and financing activities Increase in property and equipment-related accounts payable $ 9 $ 11 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown within the consolidated statements of cash flows. (in millions) March 31, 2024 December 31, 2023 Current assets Cash and cash equivalents $ 5,226 $ 5,243 Restricted cash 347 353 Noncurrent assets Restricted cash included in long-term leasehold deposits and other 1 1 Total cash, cash equivalents and restricted cash $ 5,574 $ 5,597 |
Business Combinations - Farfe_2
Business Combinations - Farfetch (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | (in millions) Estimated Fair Value Farfetch Term Loan repayment $ 58 Bridge Loan contribution 150 Total purchase consideration $ 208 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of purchase consideration and the fair value of the assets acquired and liabilities assumed as of the acquisition date: (in millions) Estimated Fair Value Assets acquired Cash and cash equivalents $ 126 Accounts receivable, net 288 Inventories 310 Prepaids and other current assets 224 Property and equipment, net 95 Intangible assets 325 Operating lease right-of-use assets 209 Other non-current assets 227 Liabilities assumed Accounts payable (505) Other current liabilities (169) Long-term debt (557) Operating lease obligations (214) Other non-current liabilities (177) Net assets assumed 182 Noncontrolling interests (78) Goodwill on acquisition 104 Total consideration $ 208 |
Finite-Lived Intangible Assets Acquired | The identifiable intangible assets acquired were as follows: (in millions, except years) Weighted Average Useful Life Estimated Fair Value Brand trademarks 5 years $ 130 Customer relationships 5 years 34 Supplier relationships 15 years 61 Developed technology 3 years 38 Brand licenses 8 years 62 Total intangible assets $ 325 |
Business Acquisition, Pro Forma Information | The results of Farfetch included in our consolidated statement of operations since the closing of the acquisition were as follows: (in millions) 2024 Total net revenues $ 288 Net loss $ (122) The following financial information presents our results as if the acquisition of Farfetch had occurred on January 1, 2023: Three Months Ended March 31, (in millions) 2024 2023 Pro Forma Information Total net revenues $ 7,301 $ 6,358 Net (loss) income $ (120) $ 31 |
Net Revenues - Schedule of disa
Net Revenues - Schedule of disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total net revenues | $ 7,114 | $ 5,801 |
Net retail sales | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 5,895 | 5,205 |
Third-party merchant services | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | 1,047 | 461 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total net revenues | $ 172 | $ 135 |
Net Revenues - Narrative (Detai
Net Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized in period | $ 92 | $ 89 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total net revenues | $ 7,114 | $ 5,801 |
Total segment adjusted EBITDA | 281 | 241 |
Reconciling items: | ||
Interest expense | (27) | (8) |
Interest income | 55 | 32 |
Other expense, net | (9) | (7) |
Income before income taxes | 59 | 124 |
Operating segments | Product Commerce | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total net revenues | 6,494 | 5,658 |
Total segment adjusted EBITDA | 467 | 288 |
Operating segments | Developing Offerings | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total net revenues | 620 | 142 |
Total segment adjusted EBITDA | (186) | (47) |
Segment reconciling items | ||
Reconciling items: | ||
Depreciation and amortization | (95) | (64) |
Equity-based compensation | (88) | (70) |
Acquisition and restructuring related costs | (58) | 0 |
Interest expense | (27) | (8) |
Interest income | 55 | 32 |
Other expense, net | $ (9) | $ (7) |
Defined Severance Benefits - Sc
Defined Severance Benefits - Schedule of components of net periodic benefit costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Current service costs | $ 40 | $ 35 |
Interest cost | 4 | 3 |
Amortization of: | ||
Prior service credit | 0 | 1 |
Net actuarial loss | 1 | 0 |
Net periodic benefit cost | $ 45 | $ 39 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 140.10% | 26.60% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income attributable to Coupang stockholders | $ 5 | $ 91 |
Denominator: | ||
Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders, basic (in shares) | 1,794 | 1,775 |
Dilutive effect of equity compensation awards (in shares) | 21 | 20 |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 1,815 | 1,794 |
Net income (loss) attributable to Class A and Class B common stockholders per share, basic (in USD per share) | $ 0 | $ 0.05 |
Net income (loss) attributable to Class A and Class B common stockholders per share, diluted (in USD per share) | $ 0 | $ 0.05 |
Share-based Payment Arrangement | ||
Denominator: | ||
Anti-dilutive shares (in shares) | 2 | 6 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of financial assets measured at fair value on a recurring basis (Details) - Level 1 - Fair Value, Recurring - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Money market trust | ||
Financial assets | ||
Cash and cash equivalents | $ 1,616 | $ 1,582 |
Restricted cash | 89 | 86 |
Money market fund | ||
Financial assets | ||
Cash and cash equivalents | $ 904 | $ 1,205 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Fair Value Disclosures [Abstract] | |
Other investment not readily marketable, fair value | $ 85 |
Supplemental Financial Inform_3
Supplemental Financial Information - Supplemental Disclosure of Cash-flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental disclosure of cash flow information | ||
Cash paid for the amount used to measure the operating lease liabilities | $ 134 | $ 105 |
Operating lease assets obtained in exchange for lease obligations | 461 | 28 |
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations | 17 | 27 |
Non-cash investing and financing activities | ||
Increase in property and equipment-related accounts payable | $ 9 | $ 11 |
Supplemental Financial Inform_4
Supplemental Financial Information - Schedule of cash and cash equilvalents (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||||
Cash and cash equivalents | $ 5,226 | $ 5,243 | ||
Restricted cash | 347 | 353 | ||
Noncurrent assets | ||||
Restricted cash included in long-term leasehold deposits and other | 1 | 1 | ||
Total cash, cash equivalents and restricted cash | $ 5,574 | $ 5,597 | $ 4,124 | $ 3,687 |
Supplemental Financial Inform_5
Supplemental Financial Information - Supplier Financing Arrangements (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Quarterly Financial Information Disclosure [Abstract] | ||
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration] | Accounts payable | Accounts payable |
Supplier finance program, obligation | $ 423 | $ 459 |
Supplemental Financial Inform_6
Supplemental Financial Information - Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accumulated foreign currency adjustment attributable to parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Equity, attributable to parent | $ (61) | $ 44 |
Accumulated defined benefit plans adjustment attributable to parent | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Equity, attributable to parent | $ (60) | $ (61) |
Short-Term Borrowings and Lon_2
Short-Term Borrowings and Long-term Debt (Details) $ in Millions | Jan. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2024 USD ($) |
Subsidiary of Limited Partnership | Farfetch Holdings | Syndicated Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 575 | ||
Farfetch Term Loan repayment | $ 58 | ||
Term loan acquired through credit agreement quarterly repayments (in percent) | 0.0025 | ||
Long-term debt, outstanding | $ 574 | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsidiary of Limited Partnership | Farfetch Holdings | Syndicated Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate (in percent) | 6.25% | ||
Line of credit | February 2026 | |||
Debt Instrument [Line Items] | |||
Borrowing limit, total initial borrowings | $ 875 | ||
Additional accordion feature, incremental increase limit | $ 1,250 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 5 Months Ended | ||
Jan. 30, 2024 USD ($) | Dec. 31, 2023 action | Mar. 31, 2024 USD ($) | |
Long-Term Purchase Commitment [Line Items] | |||
Number of legal actions filed against former and current directors and officers | action | 3 | ||
Farfetch Holdings | |||
Long-Term Purchase Commitment [Line Items] | |||
Servicing liability at fair value | $ 140 | ||
Farfetch Holdings | Technology Service | |||
Long-Term Purchase Commitment [Line Items] | |||
Purchase obligation | $ 170 | ||
Farfetch Holdings | License Arrangement | |||
Long-Term Purchase Commitment [Line Items] | |||
Purchase commitment, remaining minimum amount committed | $ 290 | ||
Purchase commitment, payment term | 9 years |
Business Combinations - Farfe_3
Business Combinations - Farfetch - Farfetch Acquisition (Details) - Farfetch Holdings $ in Millions | Jan. 30, 2024 USD ($) |
Business Combination, Separately Recognized Transactions [Line Items] | |
Total consideration | $ 208 |
Syndicated Term Loan | Subsidiary of Limited Partnership | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Farfetch Term Loan repayment | 58 |
Bridge Loan | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Bridge Loan contribution | $ 150 |
Business Combinations - Farfe_4
Business Combinations - Farfetch - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Farfetch Holdings $ in Millions | Jan. 30, 2024 USD ($) |
Assets acquired | |
Cash and cash equivalents | $ 126 |
Accounts receivable, net | 288 |
Inventories | 310 |
Prepaids and other current assets | 224 |
Property and equipment, net | 95 |
Intangible assets | 325 |
Operating lease right-of-use assets | 209 |
Other non-current assets | 227 |
Liabilities assumed | |
Accounts payable | (505) |
Other current liabilities | (169) |
Long-term debt | (557) |
Operating lease obligations | (214) |
Other non-current liabilities | (177) |
Net assets assumed | 182 |
Noncontrolling interests | (78) |
Goodwill on acquisition | 104 |
Total consideration | $ 208 |
Business Combinations - Farfe_5
Business Combinations - Farfetch - Finite-Lived Intangible Assets Acquired (Details) - Farfetch Holdings $ in Millions | Jan. 30, 2024 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 325 |
Brand trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 5 years |
Estimated Fair Value | $ 130 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 5 years |
Estimated Fair Value | $ 34 |
Supplier relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 15 years |
Estimated Fair Value | $ 61 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 3 years |
Estimated Fair Value | $ 38 |
Brand licenses | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 8 years |
Estimated Fair Value | $ 62 |
Business Combinations - Farfe_6
Business Combinations - Farfetch - Proforma Information (Details) - Farfetch Holdings - USD ($) $ in Millions | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Total net revenues | $ 288 | ||
Operating loss | $ (122) | ||
Total net revenues | $ 7,301 | $ 6,358 | |
Net (loss) income | $ (120) | $ 31 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - Common class A shares in Millions, $ in Millions | 1 Months Ended |
Apr. 30, 2024 USD ($) shares | |
Subsequent Event [Line Items] | |
Stock repurchased during period (in shares) | shares | 10 |
Stock repurchased during period | $ | $ 178 |