Rivian Automotive (RIVN) 10-Q 17 Dec 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Dec. 13, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-41042
Entity Registrant Name	Rivian Automotive, Inc. / DE
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	14600 Myford Road
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92606
Entity Tax Identification Number	47-3544981
City Area Code	(888)
Local Phone Number	748-4261
Title of 12(b) Security	Class A common stock, $0.001 par value per share
Trading Symbol	RIVN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001874178
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		892,492,358
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,825,000

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 5,156	$ 2,979
Inventory	126	0
Other current assets	63	37
Total current assets	5,345	3,016
Property, plant, and equipment, net	2,856	1,445
Operating lease assets, net	195	80
Other assets	92	61
Total assets	8,488	4,602
Current Liabilities:
Accounts payable	417	90
Accrued liabilities	540	443
Customer deposits	48	28
Current portion of long-term debt	0	28
Current portion of lease liabilities and other current liabilities	42	22
Total current liabilities	1,047	611
Convertible notes	2,958	0
Non-current portion of long-term debt	0	47
Long-term lease liabilities, net	191	83
Other non-current liabilities	5	1
Total liabilities	4,201	742
Commitments and contingencies (Note 12)
Temporary Equity [Abstract]
Contingently redeemable convertible preferred stock, $0.001 par value; 508,054,624 and 579,587,560 shares authorized, and 503,951,340 and 575,864,510 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively	7,894	5,244
Stockholders' Deficit:
Common stock, $0.001 par value; 712,091,708 and 816,465,244 shares authorized and 101,327,571 and 101,518,666 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively	0	0
Additional paid-in capital	306	302
Accumulated deficit	(3,913)	(1,686)
Accumulated other comprehensive (loss) income	0	0
Total stockholders' deficit	(3,607)	(1,384)
Total liabilities, contingently redeemable convertible preferred stock, and stockholders' deficit	$ 8,488	$ 4,602

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Temporary Equity [Abstract]
Par value (USD per share)	$ 0.001	$ 0.001
Shares authorized (in shares)	579,587,560	508,054,624
Shares issued (in shares)	575,864,510	503,951,340
Shares outstanding (in shares)	575,864,510	503,951,340
Stockholders' Deficit:
Common stock, par value (USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	816,465,244	712,091,708
Common stock issued (in shares)	101,518,666	101,327,571
Common stock outstanding (in shares)	101,518,666	101,327,571

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenues	$ 1	$ 0	$ 1	$ 0
Cost of revenues	83	0	83	0
Gross profit	(82)	0	(82)	0
Operating expenses
Research and development	441	220	1,124	511
Selling, general, and administrative	253	68	560	157
Operating Expenses	694	288	1,684	668
Loss from operations	(776)	(288)	(1,766)	(668)
Interest income	1	1	2	9
Interest expense	(1)	(2)	(7)	(6)
Loss on convertible notes, net	(458)	0	(458)	0
Other (expense) income, net	1	1	2	0
Loss before provision for income taxes	(1,233)	(288)	(2,227)	(665)
Provision for income taxes	0	0	0	0
Net loss	(1,233)	(288)	(2,227)	(665)
Net loss attributable to common stockholders, basic (Note 13) (in shares)	(1,233)	(288)	(2,227)	(665)
Net loss attributable to common stockholders, diluted (Note 13) (in shares)	$ (1,233)	$ (288)	$ (2,227)	$ (665)
Basic net loss per share (in USD per share)	$ (12.21)	$ (2.88)	$ (22.05)	$ (6.65)
Diluted net loss per share (in USD per share)	$ (12.21)	$ (2.88)	$ (22.05)	$ (6.65)
Weighted average common shares outstanding - basic (in shares)	101	100	101	100
Weighted average common shares outstanding - diluted (in shares)	101	100	101	100

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,233)	$ (288)	$ (2,227)	$ (665)
Other comprehensive (loss) income	0	0	0	0
Comprehensive loss	$ (1,233)	$ (288)	$ (2,227)	$ (665)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT - USD ($) $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income
Temporary equity, beginning balance (in shares) at Dec. 31, 2019	343,000,000
Temporary equity, beginning balance at Dec. 31, 2019	$ 2,750
Temporary equity, ending balance (in shares) at Mar. 31, 2020	343,000,000
Temporary equity, ending balance at Mar. 31, 2020	$ 2,750
Beginning balance (in shares) at Dec. 31, 2019	100,000,000
Beginning balance at Dec. 31, 2019	$ (375)	$ 0	$ 293	$ (668)	$ 0
Stockholders' Deficit
Net loss	$ (177)			(177)
Ending balance (in shares) at Mar. 31, 2020	100,000,000
Ending balance at Mar. 31, 2020	$ (552)	0	293	(845)	0
Temporary equity, beginning balance (in shares) at Dec. 31, 2019	343,000,000
Temporary equity, beginning balance at Dec. 31, 2019	$ 2,750
Contingently Redeemable Convertible Preferred Stock
Shares issued (in shares)	161,394,452
Shares issued	$ 2,500
Temporary equity, ending balance (in shares) at Sep. 30, 2020	504,000,000
Temporary equity, ending balance at Sep. 30, 2020	$ 5,250
Beginning balance (in shares) at Dec. 31, 2019	100,000,000
Beginning balance at Dec. 31, 2019	$ (375)	$ 0	293	(668)	0
Stockholders' Deficit
New shares issued (in shares)		0
Net loss	$ (665)
Ending balance (in shares) at Sep. 30, 2020	100,000,000
Ending balance at Sep. 30, 2020	$ (1,037)	$ 0	296	(1,333)	0
Temporary equity, beginning balance (in shares) at Mar. 31, 2020	343,000,000
Temporary equity, beginning balance at Mar. 31, 2020	$ 2,750
Temporary equity, ending balance (in shares) at Jun. 30, 2020	343,000,000
Temporary equity, ending balance at Jun. 30, 2020	$ 2,750
Beginning balance (in shares) at Mar. 31, 2020	100,000,000
Beginning balance at Mar. 31, 2020	$ (552)	0	293	(845)	0
Stockholders' Deficit
Warrants Issued	3		3
Net loss	$ (200)			(200)
Ending balance (in shares) at Jun. 30, 2020	100,000,000
Ending balance at Jun. 30, 2020	$ (749)	0	296	(1,045)	0
Contingently Redeemable Convertible Preferred Stock
Shares issued (in shares)	161,000,000
Shares issued	$ 2,500
Temporary equity, ending balance (in shares) at Sep. 30, 2020	504,000,000
Temporary equity, ending balance at Sep. 30, 2020	$ 5,250
Stockholders' Deficit
Net loss	$ (288)			(288)
Ending balance (in shares) at Sep. 30, 2020	100,000,000
Ending balance at Sep. 30, 2020	$ (1,037)	0	296	(1,333)	0
Temporary equity, beginning balance (in shares) at Dec. 31, 2020	503,951,340
Temporary equity, beginning balance at Dec. 31, 2020	$ 5,244
Contingently Redeemable Convertible Preferred Stock
Shares issued (in shares)	72,000,000
Shares issued	$ 2,650
Temporary equity, ending balance (in shares) at Mar. 31, 2021	576,000,000
Temporary equity, ending balance at Mar. 31, 2021	$ 7,894
Beginning balance (in shares) at Dec. 31, 2020	101,327,571
Beginning balance at Dec. 31, 2020	$ (1,384)	0	302	(1,686)	0
Stockholders' Deficit
Shares issued	1		1
Net loss	$ (414)			(414)
Ending balance (in shares) at Mar. 31, 2021	101,000,000
Ending balance at Mar. 31, 2021	$ (1,797)	0	303	(2,100)	0
Temporary equity, beginning balance (in shares) at Dec. 31, 2020	503,951,340
Temporary equity, beginning balance at Dec. 31, 2020	$ 5,244
Contingently Redeemable Convertible Preferred Stock
Shares issued (in shares)	71,913,170
Shares issued	$ 2,700
Temporary equity, ending balance (in shares) at Sep. 30, 2021	575,864,510
Temporary equity, ending balance at Sep. 30, 2021	$ 7,894
Beginning balance (in shares) at Dec. 31, 2020	101,327,571
Beginning balance at Dec. 31, 2020	$ (1,384)	$ 0	302	(1,686)	0
Stockholders' Deficit
New shares issued (in shares)		321,304
Shares issued		$ 4
Net loss	$ (2,227)
Ending balance (in shares) at Sep. 30, 2021	101,518,666
Ending balance at Sep. 30, 2021	$ (3,607)	0	306	(3,913)	0
Temporary equity, beginning balance (in shares) at Mar. 31, 2021	576,000,000
Temporary equity, beginning balance at Mar. 31, 2021	$ 7,894
Temporary equity, ending balance (in shares) at Jun. 30, 2021	576,000,000
Temporary equity, ending balance at Jun. 30, 2021	$ 7,894
Beginning balance (in shares) at Mar. 31, 2021	101,000,000
Beginning balance at Mar. 31, 2021	$ (1,797)	0	303	(2,100)	0
Stockholders' Deficit
Shares issued	2		2
Net loss	$ (580)			(580)
Ending balance (in shares) at Jun. 30, 2021	101,000,000
Ending balance at Jun. 30, 2021	$ (2,375)	0	305	(2,680)	0
Temporary equity, ending balance (in shares) at Sep. 30, 2021	575,864,510
Temporary equity, ending balance at Sep. 30, 2021	$ 7,894
Stockholders' Deficit
New shares issued (in shares)	1,000,000
Shares issued	$ 1		1
Net loss	$ (1,233)			(1,233)
Ending balance (in shares) at Sep. 30, 2021	101,518,666
Ending balance at Sep. 30, 2021	$ (3,607)	$ 0	$ 306	$ (3,913)	$ 0

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (2,227)	$ (665)
Depreciation and amortization	84	17
Amortization of debt discounts and issuance costs	5	2
Loss on convertible notes, net	458	0
Write-down of inventory	31	0
Other non-cash activities	24	1
Changes in operating assets and liabilities:
Inventory	(157)	0
Current assets	(25)	(21)
Other non-current assets	(6)	(5)
Payables and accrued liabilities	257	84
Customer deposits	20	6
Other current liabilities	(1)	2
Non-current liabilities	1	(1)
Net cash used in operating activities	(1,536)	(580)
Cash Flows from Investing Activities:
Decrease in note receivable due from affiliate	0	3
Capital expenditures—property, plant, and equipment	(1,335)	(605)
Capital expenditures—intangible assets	(4)	(3)
Proceeds from sale of fixed assets	1	1
Net cash used in investing activities	(1,338)	(604)
Cash Flows from Financing Activities:
Proceeds from issuance of capital stock	2,654	2,500
Debt issuance costs	(6)	0
Principal payments on long-term debt	(79)	0
Proceeds from issuance of convertible notes	2,500	0
Principal payments under finance lease obligations	(1)	0
Net cash provided by financing activities	5,068	2,500
Net change in cash	2,194	1,316
Cash, cash equivalents, and restricted cash—Beginning of period	3,011	2,273
Cash, cash equivalents, and restricted cash—End of period	5,205	3,589
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	1	3
Supplemental Disclosure of Non-Cash Investing Activities:
Capital expenditures included in liabilities	493	249
Issuance of warrants	$ 0	$ 3

PRESENTATION AND NATURE OF OPER

PRESENTATION AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
PRESENTATION AND NATURE OF OPERATIONS	PRESENTATION AND NATURE OF OPERATIONS Description and Organization Rivian Automotive, Inc. (“Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian was formed for the purpose of developing, manufacturing, and selling category-defining electric vehicles (”EVs”) and accessories. The nature of the Company’s operations during the nine months ended September 30, 2020 and 2021 was primarily research and development activities related to vehicle development and its related technologies, and pre-production activities related to manufacturing and sales. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”). As the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating segment and one reportable segment. Basis of Presentation The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) regarding interim financial reporting, and do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes as of and for the year ended December 31, 2020 as disclosed in the Company’s prospectus, dated November 9, 2021, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on November 12, 2021 (the “Prospectus”) in connection with the Company’s initial public offering (“IPO”). Basis of Consolidation The Company consolidates entities that are controlled as a result of having a controlling financial interest in those entities. Intercompany balances and transactions have been eliminated in consolidation. Global Pandemic Beginning in 2020, public health and governmental authorities have taken extraordinary steps to contain and combat the impact of the coronavirus disease (including associated variants, “COVID-19”) pandemic throughout the world. COVID-19 has caused disruptions to and delays in the Company’s operations, including shortages and delays in the supply of certain materials and equipment. In response, the Company has adapted various internal designs and processes in an effort to remedy or mitigate impacts of such disruptions and delays on the Company’s production timeline, which has resulted in higher costs. The full extent of the future impact from the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on future developments.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For each accounting topic that is addressed in a separate footnote, the description of the accounting policy can be found in the related footnote. Other significant policies are described below. Use of Estimates Accounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, and expenses in the period presented. The Company believes that the accounting estimates and related assumptions employed by the Company are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, the actual results could differ from the original estimates, requiring adjustments to these balances in future periods. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, and money market funds with maturities of three months or less. All short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates are classified as cash equivalents. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in “Other current assets” and “Other assets” on the Company’s Condensed Consolidated Balance Sheets . As of December 31, 2020 and September 30, 2021, restricted cash within “Other current assets” and “Other assets” totaled $32 million and $49 million, respectively. Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work-in-progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out (“FIFO”) basis. Net realizable value (“NRV”) is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. During the three and nine months ended September 30, 2021, the Company recorded a $31 million charge to write-down inventory to its net realizable value, with the charge reflected in Cost of revenues in the Condensed Consolidated Statement of Operations . Substantially all of the Company’s inventory balance as of September 30, 2021 is classified as raw materials, which includes customized purchased components. Cost of Vehicle Revenue Cost of vehicle revenue includes direct parts, material and labor costs, manufacturing overhead (e.g., depreciation of machinery and tooling), inbound shipping and logistics costs, and reserves for estimated warranty costs. Cost of vehicle revenue also includes adjustments to write down the carrying value of inventory when it exceeds its estimated NRV and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand. Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable • Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable The Company’s money market funds were classified within Level 1 of the fair value hierarchy because they were valued using quoted prices in active markets. As of December 31, 2020 and September 30, 2021, money market funds totaled $2,782 million and $4,983 million, respectively. During the nine months ended September 30, 2021, there were no transfers between the levels of the fair value hierarchy. On July 23, 2021 the Company issued $2.5 billion aggregate principal amount of unsecured senior convertible promissory notes due July 23, 2026 in a private offering (“2021 Convertible Notes”) and has made an irrevocable election to account for the 2021 Convertible Notes under the Fair Value Option in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 825, Financial Instruments . As of September 30, 2021, the fair value of the 2021 Convertible Notes recorded on the Condensed Consolidated Balance Sheet totaled $2,958 million. Refer to Note 6 "Debt" for further information on the fair value of the 2021 Convertible Notes. Research and Development Costs Research and development (“R&D”) costs consist primarily of personnel costs for teams in engineering and research, prototyping expenses, contract and professional services, amortized equipment costs, and allocation of indirect costs. R&D costs are expensed as incurred. Marketing, Advertising, and Promotion Marketing, advertising, and promotion costs are included as part of Selling, general, and administrative expense in the Conde nsed C onsolidated S tatement of O perations , and such costs are expensed as they are incurred. During the three months ended September 30, 2020 and 2021, the Company recognized marketing and promotion costs of $1 million and $7 million, respectively. During the nine months ended September 30, 2020 and 2021, the Company recognized marketing and promotion costs of $3 million and $11 million, respectively. Advertising costs recognized during the three and nine months ended September 30, 2020 and 2021 were immaterial. Concentration of Risk Counterparty Credit Risk Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, deposits, and loans. As of December 31, 2020 and September 30, 2021, all of the Company’s cash and cash equivalents were placed at financial institutions that management believes are of high credit quality. These amounts are typically in excess of insured limits. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of parts or components for the Company’s products. Any inability of the Company’s suppliers to deliver necessary product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material and adverse impact on Rivian’s business, growth prospects, and financial and operating results. In August 2020, the FASB issued Accounting Standards Update (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies (i) the accounting for convertible financing instruments issued, including preferred stock, (ii) the derivatives scope exception for contracts in an entity’s own equity, and (iii) the calculation of earnings per share. Early adoption by private companies is permissible, and the Company elected to early adopt the new accounting standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and disclosures.

ACCOUNTING PRONOUNCEMENTS RECEN

ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For each accounting topic that is addressed in a separate footnote, the description of the accounting policy can be found in the related footnote. Other significant policies are described below. Use of Estimates Accounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, and expenses in the period presented. The Company believes that the accounting estimates and related assumptions employed by the Company are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, the actual results could differ from the original estimates, requiring adjustments to these balances in future periods. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, and money market funds with maturities of three months or less. All short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates are classified as cash equivalents. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in “Other current assets” and “Other assets” on the Company’s Condensed Consolidated Balance Sheets . As of December 31, 2020 and September 30, 2021, restricted cash within “Other current assets” and “Other assets” totaled $32 million and $49 million, respectively. Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work-in-progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out (“FIFO”) basis. Net realizable value (“NRV”) is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. During the three and nine months ended September 30, 2021, the Company recorded a $31 million charge to write-down inventory to its net realizable value, with the charge reflected in Cost of revenues in the Condensed Consolidated Statement of Operations . Substantially all of the Company’s inventory balance as of September 30, 2021 is classified as raw materials, which includes customized purchased components. Cost of Vehicle Revenue Cost of vehicle revenue includes direct parts, material and labor costs, manufacturing overhead (e.g., depreciation of machinery and tooling), inbound shipping and logistics costs, and reserves for estimated warranty costs. Cost of vehicle revenue also includes adjustments to write down the carrying value of inventory when it exceeds its estimated NRV and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand. Fair Value Measurements A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable • Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable The Company’s money market funds were classified within Level 1 of the fair value hierarchy because they were valued using quoted prices in active markets. As of December 31, 2020 and September 30, 2021, money market funds totaled $2,782 million and $4,983 million, respectively. During the nine months ended September 30, 2021, there were no transfers between the levels of the fair value hierarchy. On July 23, 2021 the Company issued $2.5 billion aggregate principal amount of unsecured senior convertible promissory notes due July 23, 2026 in a private offering (“2021 Convertible Notes”) and has made an irrevocable election to account for the 2021 Convertible Notes under the Fair Value Option in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 825, Financial Instruments . As of September 30, 2021, the fair value of the 2021 Convertible Notes recorded on the Condensed Consolidated Balance Sheet totaled $2,958 million. Refer to Note 6 "Debt" for further information on the fair value of the 2021 Convertible Notes. Research and Development Costs Research and development (“R&D”) costs consist primarily of personnel costs for teams in engineering and research, prototyping expenses, contract and professional services, amortized equipment costs, and allocation of indirect costs. R&D costs are expensed as incurred. Marketing, Advertising, and Promotion Marketing, advertising, and promotion costs are included as part of Selling, general, and administrative expense in the Conde nsed C onsolidated S tatement of O perations , and such costs are expensed as they are incurred. During the three months ended September 30, 2020 and 2021, the Company recognized marketing and promotion costs of $1 million and $7 million, respectively. During the nine months ended September 30, 2020 and 2021, the Company recognized marketing and promotion costs of $3 million and $11 million, respectively. Advertising costs recognized during the three and nine months ended September 30, 2020 and 2021 were immaterial. Concentration of Risk Counterparty Credit Risk Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, deposits, and loans. As of December 31, 2020 and September 30, 2021, all of the Company’s cash and cash equivalents were placed at financial institutions that management believes are of high credit quality. These amounts are typically in excess of insured limits. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of parts or components for the Company’s products. Any inability of the Company’s suppliers to deliver necessary product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material and adverse impact on Rivian’s business, growth prospects, and financial and operating results. In August 2020, the FASB issued Accounting Standards Update (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies (i) the accounting for convertible financing instruments issued, including preferred stock, (ii) the derivatives scope exception for contracts in an entity’s own equity, and (iii) the calculation of earnings per share. Early adoption by private companies is permissible, and the Company elected to early adopt the new accounting standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and disclosures.

PROPERTY, PLANT, AND EQUIPMENT,

PROPERTY, PLANT, AND EQUIPMENT, NET	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT, AND EQUIPMENT, NET	PROPERTY, PLANT, AND EQUIPMENT, NETProperty, plant, and equipment are recorded at cost, net of accumulated depreciation and impairments. Costs incurred for routine maintenance and repair are expensed when incurred. The Company capitalizes certain qualified costs incurred in connection with the development of internal-use software. Costs incurred during the application development stage are evaluated to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities, including maintenance, are expensed as incurred. Property, plant, and equipment are primarily depreciated using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the period of lease or the life of the asset, whichever is shorter, using the straight-line method. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful life of the asset. Land is not depreciated. The following table summarizes the components of “Property, plant, and equipment, net” (in millions): Estimated Useful Lives December 31, 2020 September 30, 2021 Land, buildings, and building improvements 10 to 30 years $ 88 $ 260 Leasehold improvements Shorter of 10 years or lease term 51 151 Machinery, equipment, vehicles, and office furniture 5 to 15 years 88 1,327 Computer equipment, hardware, and software 3 to 10 years 51 147 Construction in progress 1,205 1,092 Total property, plant, and equipment 1,483 2,977 Accumulated depreciation and amortization (38) (121) Total property, plant, and equipment, net $ 1,445 $ 2,856 Depreciation and amortization expense was $7 million and $49 million for the three months ended September 30, 2020 and 2021, respectively. Depreciation and amortization expense was $17 million and $84 million for the nine months ended September 30, 2020 and 2021, respectively. As of September 30, 2021, the carrying amount of construction in progress (“CIP”) amounted to $1,092 million. The majority of these costs related to the development of manufacturing lines, tooling, and other costs at the Normal Factory. The Normal Factory is the Company’s engineering, manufacturing, and assembly facility dedicated to the production of the Company’s R1T, R1S, and Electric Delivery Van (“EDV”) vehicles. The Company expects the majority of this CIP balance, which relates to the R1S and EDV programs, to go into service by December 31, 2021 as the Company launches production of these programs.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2021
Leases [Abstract]
LEASES	LEASES During the nine months ended September 30, 2021, various operating leases commenced, including leases for commercial office space and vehicle service centers. The current portion of operating lease liabilities was $18 million and $37 million as of December 31, 2020 and September 30, 2021, respectively. Cash paid for amounts included in the measurement of operating leases was $9 million and $23 million for the nine months ended September 30, 2020 and 2021, respectively . Operating lease costs were $6 million and $26 million for the nine months ended September 30, 2020 and 2021, respectively.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
DEBT	DEBT Term Facility Agreement In April 2018, the Company entered into a variable rate Term Facility Agreement for a committed facility to be used towards the Company’s and its subsidiaries’ respective operating expenses and capital expenditures. As of December 31, 2020, the amount drawn on the Term Facility Agreement was $79 million. In February 2021, the Company paid all outstanding amounts related to the Term Facility Agreement. The carrying value of debt outstanding under the Term Facility Agreement was as follows (in millions): December 31, 2020 September 30, 2021 Long-term debt $ 79 $ — Less: Unamortized debt issuance costs (4) — Note payable, less unamortized debt issuance costs 75 — Less: Current portion (28) — Total note payable, less current portion $ 47 $ — ABL Facility In May 2021, the Company, through various of its subsidiaries, entered into a senior secured asset based revolving credit facility (“ABL Facility”) with a syndicate of banks that may be used for general corporate purposes. The ABL Facility is secured by certain current assets of the Company and provides for a $750 million committed secured revolving credit facility. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $750 million cap and is reduced by borrowings and the issuance of letters of credit. As of September 30, 2021, the Company had no borrowings under the ABL Facility and $63 million of letters of credit outstanding, resulting in availability under the ABL Facility of $550 million after giving effect to the borrowing base and the outstanding letters of credit. 2021 Convertible Notes In July 2021, the Company issued the 2021 Convertible Notes. The 2021 Convertible Notes accrue interest quarterly at a rate of (i) zero percent (0%) from the date of issuance to, and including, June 30, 2022 and (ii) five percent (5%) after June 30, 2022. The 2021 Convertible Notes are convertible into shares of the Company’s equity under various circumstances, including upon an Initial Public Offering and a Change of Control of the Company (as such terms are defined in the 2021 Convertible Notes Purchase Agreement). Upon an Initial Public Offering, the 2021 Convertible Notes automatically convert into shares of the Company’s common stock at a conversion price equal to the lesser of: (i) $71.03, subject to appropriate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization or any other similar transaction, and (ii) the product of (x) the Initial Public Offering price per share multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85 until December 31, 2021). See Note 14 “ Subsequent Events ” for updates concerning the Company’s November 2021 IPO. The Company has made an irrevocable election to account for the 2021 Convertible Notes under the Fair Value Option (“FVO”) (refer to Note 2 "Summary of Significant Accounting Policies" ), whereby the 2021 Convertible Notes are initially recognized as a liability measured at issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date. The issue-date estimated fair value of the 2021 Convertible Notes was $3,049 million, resulting in a $549 million loss on issuance of the 2021 Convertible Notes, partially offset by a $91 million gain on the decrease in fair value of the 2021 Convertible Notes as of September 30, 2021. None of the change in fair value is attributable to a change in the instrument-specific credit risk. The change in fair value of the 2021 Convertible Notes as of September 30, 2021 was as follows (in millions): 2021 Convertible Notes Proceeds received upon issuance $ 2,500 Loss on issuance 549 Issue-date estimated fair value 3,049 Gain on change in fair value (91) Fair value as of September 30, 2021 $ 2,958 The change in fair value is recognized in “Loss on convertible notes, net” in the C ondensed Consolidated Statement of Operations . The Company made no cash interest payments on the 2021 Convertible Notes during the three and nine months ended September 30, 2021. The following table presents the difference between the fair value and the unpaid principal balance of the 2021 Convertible Notes as of September 30, 2021 (in millions): September 30, 2021 Fair value (carrying amount) Unpaid principal balance Loss on excess of fair value over unpaid principal 2021 Convertible Notes $ 2,958 $ 2,500 $ 458 The fair value of the 2021 Convertible Notes is estimated using a scenario analysis of conversion dates based on probabilities of events triggering conversion of the 2021 Convertible Notes, including a Monte Carlo simulation capturing future price scenarios for shares of the Company’s common stock, and a discounted cash flow analysis applied to the contractual payments in the scenario that the 2021 Convertible Notes are held to maturity. This estimate incorporates significant inputs that are not observable in the market and thus is considered a Level 3 fair value measurement. Changes in the assumptions of the unobservable inputs may materially affect the estimated fair value of the 2021 Convertible Notes. Selected inputs into the Monte Carlo simulation as of the issuance date (July 23, 2021) and September 30, 2021 were as follows: July 23, 2021 September 30, 2021 Range Weighted-Average Range Weighted-Average Low High Low High Conversion discount 15% 30% 18% 15% 30% 16% Volatility 55.0% 55.0% 55.0% 52.5% 52.5% 52.5% Dividend yield —% —% —% —% —% —% Risk-free rate 0.1% 0.3% 0.1% —% 0.3% —% Expected term (in years) 0.4 5.0 1.0 0.3 4.8 0.6

ACCRUED LIABILITIES

ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2021
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	ACCRUED LIABILITIES Accrued liabilities were as follows (in millions): December 31, 2020 September 30, 2021 Accrued purchases $ 389 $ 446 Accrued payroll 44 62 Other 10 32 Total accrued liabilities $ 443 $ 540

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe Company recorded a provision for income taxes of approximately $0 for the three and nine months ended September 30, 2020 and 2021, which was driven by tax on international operations. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION 2015 Stock Plan The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") permits the grant of stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. Generally, the Company’s stock options vest based on a requisite service period of four years of continuous service and may be exercised only upon the occurrence of a Change in Control (as defined under the 2015 Stock Plan), which is a performance based vesting condition. RSUs generally vest based on a requisite service period of four years of continuous service and the occurrence of an Initial Public Offering (as defined under the 2015 Stock Plan), which is a performance based vesting condition. The performance based vesting conditions for options and RSUs are not deemed to be probable until such events occur. Therefore, as there was not yet a Change in Control or Initial Public Offering as of September 30, 2021, no outstanding awards granted under the 2015 Stock Plan had vested as of September 30, 2021 (see Note 14 “ Subsequent Events ” for updates concerning the Company’s November 2021 IPO). As of September 30, 2021, 114 million shares were reserved for issuance under the 2015 Stock Plan. In January 2021, the Company granted a stock option covering approximately 27 million shares valued at approximately $241 million to its Chief Executive Officer. The award has both time based and performance based vesting components. The time based component vests over a requisite service period of six years following a Qualified IPO (as defined within the award). The performance based component vests in installments based on the achievement of share price goals following a Qualified IPO (as defined within the award), measured over a specified performance period ending on the tenth anniversary of the award. As the performance based vesting conditions for stock options and RSUs are not deemed to be probable of occurring until the Change in Control or Initial Public Offering occurs, the Company has not recognized any stock-based compensation expense as of September 30, 2021, and there was approximately $1,389 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 Stock Plan at September 30, 2021 (see Note 14 “Subsequent Events” for updates concerning the Company’s November 2021 IPO). This unrecognized amount includes the increase resulting from the modification of certain RSUs, as described in the following paragraph. During June 2021, the Company modified the service based vesting terms of approximately 17 million RSUs. As the modified RSUs contain a performance condition that is not satisfied until an IPO occurs, the fair value of the RSUs was remeasured on the date of modification, which resulted in an increase in unrecognized compensation cost of approximately $322 million. Fair Value Assumptions All stock options granted during the nine months ended September 30, 2020 and 2021 were granted with an exercise price equal to or greater than the fair market value of Rivian Automotive, Inc.'s stock at the date of grant. The Company estimates the fair value of each stock option award using a Black-Scholes option pricing model. Prior to the three months ended September 30, 2021, the fair value of RSUs was measured on the grant date based on an independent appraisal of the fair market value of the Company’s common stock. The independent appraisal used a market approach with an adjustment for lack of marketability given that the shares underlying the awards were not publicly traded (see Note 14 “Subsequent Events” for updates concerning the Company’s November 2021 IPO). This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, business risks, liquidity of ordinary shares, operating history, and prospects. In light of the difference between the fair value of a share of the Company’s common stock applicable to stock options and RSUs granted during the three months ended September 30, 2021, based on an independent appraisal, and initial information received in estimation of the Company’s IPO price range as well as the proximity of such grants to the IPO, the Company established the fair value of a share of the Company’s common stock applicable to stock options and RSUs granted from July 20, 2021 onward using a straight-line interpolation from the July 20, 2021 fair value estimated using an independent appraisal to the midpoint of the initial price range in order to calculate unrecognized stock-based compensation expense (see Note 14 “Subsequent Events”

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS 2021 Convertible Notes In July 2021, the Company issued the 2021 Convertible Notes to existing investors of the Company, including the following principal owners of the Company: a wholly-owned subsidiary of Amazon.com, Inc. (Amazon.com, Inc. and its affiliates collectively referred to as “Amazon”) with $490 million principal amount, Ford Motor Company (“Ford”) with $415 million principal amount, and certain funds and accounts advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”) with an aggregate $400 million principal amount (refer to Note 6 "Debt" for more information about the 2021 Convertible Notes). Preferred Stock Warrants During 2019, the Company entered into an agreement with Amazon to develop, manufacture, and supply customized all-electric vehicles in future periods. In connection with this agreement, the Company issued preferred stock warrants to Amazon, which represents a share-based sales incentive. The grant date fair value of the warrants was $11 million during 2019 and was reported within “Other assets” and “Additional paid-in capital”, respectively, on the Company’s Condensed Consolidated Balance Sheets . The asset will be amortized as an offset against revenues in future periods. Operating Expenses The Company obtains prototyping, engineering, and other R&D services from Troy Design and Manufacturing Co., a related party and wholly owned subsidiary of Ford. The Company recognized $30 million and $16 million of expense for these services during the three months ended September 30, 2020 and 2021, respectively, and $49 million of expense for these services during both the nine months ended September 30, 2020 and 2021, within “Research and development” in the Condensed Consolidated Statements of Operations . As of December 31, 2020 and September 30, 2021 the Company accrued $27 million and $8 million, respectively, related to these services, which are reported within “Accrued liabilities” on the Condensed Consolidated Balance Sheets . The Company obtains hosting services from Amazon, which is recognized within “Research and development” and “Selling, general, and administrative”, in the Condensed Consolidated Statements of Operations . The following table summarizes the expenses incurred for the three and nine months ended September 30, 2020 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Research and development $ 1 $ 1 $ 2 $ 11 Selling, general, and administrative 1 — 2 1 Total $ 2 $ 1 $ 4 $ 12

CONTINGENTLY REDEEMABLE CONVERT

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2021
Temporary Equity And Stockholders' Equity Disclosure [Abstract]
CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Common Stock During the nine months ended September 30, 2020, no shares of common stock were issued by the Company. During the nine months ended September 30, 2021, the Company issued 321,304 shares of common stock in exchange for $4 million. Shares of common stock are voting shares (one vote per share) and entitle holders to attend and vote at any meeting of the Stockholders on any matter for which such holders have a right to vote. Holders of shares of common stock have the right to receive any dividend declared by the Company, subject to the payment of dividends on shares of preferred stock (as described below). After the payment in full of all liquidation amounts required to be paid to the holders of shares of preferred stock, holders of common stock also have the right to receive the remaining property of the Company on the liquidation, dissolution, or winding up of the Company on a pari passu basis with all other holders of shares of common stock. As of September 30, 2021, the Company had a total of 101,518,666 shares of common stock issued and outstanding (see Note 14 “Subsequent Events” for updates concerning the Company’s November 2021 IPO). Contingently Redeemable Convertible Preferred Stock During the nine months ended September 30, 2020, the Company issued 161,394,452 shares of preferred stock in exchange for $2.5 billion. During the nine months ended September 30, 2021, the Company issued 71,913,170 shares of preferred stock in exchange for $2.7 billion. Shares of preferred stock are voting shares and entitle holders to attend and vote at any meeting of the Stockholders. Each holder of preferred stock has the right to a number of votes at each meeting of the Stockholders (with respect to matters on which holders of shares of common stock are entitled to a vote) equal to the number of whole shares of common stock into which the shares of preferred stock held by such holder are convertible. Except as provided by law or by the other provisions of the Company’s Certificate of Incorporation, the holders of preferred stock vote together with the holders of shares of common stock as a single class and on an as-converted to common stock basis. The holders of shares of preferred stock also have voting rights separate and apart from the holders of shares of common stock, on a single-class and a single-series basis, as set forth in the Company’s Certificate of Incorporation. Each holder of shares of preferred stock has the right to receive dividends on a single-series basis in addition to a right to receive dividends on a pari passu basis with holders of shares of common stock according to the number of shares of common stock held by such holders (on an as-converted basis). Such dividends are non-cumulative and are payable at a per annum rate of 8% of the Original Issue Price (as defined in the Company’s Certificate of Incorporatio n). As of December 31, 2020 and September 30, 2021, no dividends have been declared or distributed to any Stockholders. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the shares of preferred stock are entitled, on a pari passu basis, to be paid out of the assets of the Company available for distribution to its Stockholders or, in the case of a Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), the holders of shares of preferred stock are entitled, on a pari passu basis, to be paid out of the consideration payable to Stockholders in such Deemed Liquidation Event or out of available proceeds, as applicable, based upon the greater of the Original Issue Price plus declared but unpaid dividends or the amount which would be payable if the preferred stock would have been converted to common stock, before any payment shall be made to the holders of common stock. The preferred stock is convertible into shares of common stock at any time at the option of the holder, or automatically upon a Qualified IPO (as defined in the Company’s Certificate of Incorporation). Each share of preferred stock converts into one share of common stock. The conversion rate shall be adjusted whenever the Company issues or sells, or is deemed to have issued or sold, any shares of common stock for a consideration per share less than the conversion price in effect immediately prior to the time of such issue or sale. Since the preferred stock is considered contingently redeemable upon a Deemed Liquidation Event it is classified as mezzanine equity of $5.2 billion and $7.9 billion as of December 31, 2020 and September 30, 2021, respectively. As a Deemed Liquidation Event is not considered probable of occurring, no accretion has been recorded for the preferred stock to date. As of September 30, 2021, the Company had a total of 575,864,510 s hares of preferred stock issued and outstanding. Contingently redeemable convertible preferred stock consisted of the following as of December 31, 2020 (in millions, except share amounts): Contingently Redeemable Convertible Preferred Stock Shares Authorized Shares Outstanding Carrying Value Liquidation Value Common Stock Issuable Upon Conversion Series A 117,527,250 117,527,250 $ 600 $ 600 117,527,250 Series B 65,904,000 65,904,000 500 500 65,904,000 Series C 42,231,150 38,508,100 350 350 38,508,100 Series D 120,997,772 120,836,866 1,297 1,297 120,836,866 Series E 161,394,452 161,175,124 2,497 2,497 161,175,124 Total contingently redeemable convertible preferred stock 508,054,624 503,951,340 $ 5,244 $ 5,244 503,951,340 Contingently redeemable convertible preferred stock consisted of the following as of September 30, 2021 (in millions, except share amounts): Contingently Redeemable Convertible Preferred Stock Shares Authorized Shares Outstanding Carrying Value Liquidation Value Common Stock Issuable Upon Conversion Series A 117,527,250 117,527,250 $ 600 $ 600 117,527,250 Series B 65,904,000 65,904,000 500 500 65,904,000 Series C 42,231,150 38,508,100 350 350 38,508,100 Series D 120,836,866 120,836,866 1,297 1,297 120,836,866 Series E 161,175,124 161,175,124 2,497 2,497 161,175,124 Series F 71,913,170 71,913,170 2,650 2,650 71,913,170 Total contingently redeemable convertible preferred stock 579,587,560 575,864,510 $ 7,894 $ 7,894 575,864,510

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the related amount can be reasonably estimated. If an amount within the range of loss appears at the time to be a better estimate than any other amount within the range, that amount is accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued. If a loss is reasonably possible and the loss or range of loss cannot be reasonably estimated, the Company discloses the possible loss or states that such an estimate cannot be made . Contract Terminations The Company is involved in discussions with some of its suppliers regarding their performance and non-performance under executed contract terms. While the Company is in negotiations with these suppliers to review, evaluate, and settle the matters, the Company has developed an initial estimate of the range of outcomes related to these obligations ranging from $19 million to $21 million. As of December 31, 2020 and September 30, 2021, the Company recorded a contingent liability of $21 million and $19 million, respectively, which is included in “Accrued liabilities” on the Condensed Consolidated Balance Sheets .

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NET LOSS PER SHARE The Company’s basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period after allocating losses to equity awards deemed to be participating securities pursuant to the two-class method. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares outstanding assuming dilution. Specifically, diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, unvested RSUs, stock warrants, and convertible debt to the extent dilutive. The following common stock equivalents were excluded in the calculation of net loss per diluted share because their effects were anti-dilutive (in millions): Three months ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Stock warrants 12 12 12 12 Contingently redeemable convertible preferred stock 504 576 504 576 Total 516 588 516 588 The above table excludes approximately 39 million and 67 million of unvested stock options outstanding for the nine months ended September 30, 2020 and 2021, respectively, and approximately 7 million and 32 million unvested RSUs for the nine months ended September 30, 2020 and 2021, respectively, both of which vest upon the completion of future performance conditions that had not yet been met as of September 30, 2021 (refer to Note 9 “Stock-Based Compensation ” ). The above table also excludes the 2021 Convertible Notes, which convert upon a number of triggering events or upon the holders’ election at maturity. Refer to Note 6 " Debt " for further information on the conversion features of the 2021 Convertible Notes. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in millions, except per share data): Three Months Ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Net loss attributable to Rivian $ (288) $ (1,233) $ (665) $ (2,227) Net loss attributable to common stockholders $ (288) $ (1,233) $ (665) $ (2,227) Denominator Weighted-average common shares outstanding - basic 100 101 100 101 Effect of dilutive securities - stock warrants, nonvested RSUs and stock options, and 2021 Convertible Notes — — — — Weighted-average common shares outstanding - diluted 100 101 100 101 Basic net loss per share $ (2.88) $ (12.21) $ (6.65) $ (22.05) Diluted net loss per share $ (2.88) $ (12.21) $ (6.65) $ (22.05)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS 2026 Notes On October 8, 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due 2026 (the “2026 Notes”) to new and existing investors of the Company, including certain funds and accounts advised by T. Rowe Price, a principal owner of the Company, with an aggregate $285 million principal amount. Proceeds received, net of a $25 million original issue discount, may be used for general corporate purposes. The 2026 Notes mature five years from the date of issuance. The 2026 Notes bear interest at (x) LIBOR, subject to a 1.00% floor, plus (y) 6.00% per annum, subject to downward adjustment upon certain events, including an IPO. Upon the Company’s IPO, the interest rate on the 2026 Notes was adjusted downward to 5.63%. Interest on the 2026 Notes is paid in cash semi-annually in arrears on October 15 and April 15 of each year. The Company has the option to redeem the notes at any time at 100% of the principal amount of the 2026 Notes, plus any applicable premium. The 2026 Notes contain a number of customary covenants similar to the covenants under the ABL Facility (refer to Note 6 “Debt” ) and a minimum liquidity covenant. The 2026 Notes are secured by a second priority security interest in the same assets in which the ABL Facility has a first priority security interest and are guaranteed by certain subsidiaries of the Company. In connection with the issuance of the 2026 Notes, in October 2021, the Company deposited cash into an account under the dominion and control of the administrative agent under the ABL Facility. All such cash will be used to repay outstanding borrowings under the ABL Facility if certain specified events of default occur. The account balance, which was $275 million as of December 15, 2021, will be presented in “Other assets” on the Company’s Condensed Consolidated Balance Sheets . Stock Options Modified During October 2021, the Company modified the service based vesting terms of approximately 6 million stock options. As the modified options contain a performance condition that is satisfied upon a Change of Control, the fair value of the options were remeasured on the date of modification, which resulted in an increase in unrecognized stock-based compensation cost of approximately $265 million. Initial Public Offering On November 15, 2021, the Company completed its IPO of 175,950,000 shares of Class A common stock at a price of $78.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 22,950,000 shares of the Company’s Class A common stock. The net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, were $13,539 million. Upon the close of the IPO, (i) all of the Company’s outstanding shares of common stock converted into an equal number of shares of Class A common stock, (ii) 7,825,000 shares of Class A common stock held by an affiliate of the Company’s Chief Executive Officer were exchanged for an equivalent number of shares of Class B common stock, (iii) all outstanding shares of contingently redeemable convertible preferred stock converted into an aggregate 575,864,510 shares of Class A common stock, (iv) a warrant outstanding for the purchase of 3,723,050 shares of Series C contingently redeemable convertible preferred stock, with an exercise price of $9.09 per share, converted to a warrant to purchase an equivalent number of shares of Class A common stock, (v) outstanding warrants to purchase 250,000 shares of Class A common stock, with a weighted-average exercise price of $5.66 per share, terminated unexercised, and (vi) the 2021 Convertible Notes converted into 37,707,390 shares of Class A common stock at a conversion price equal to $66.30 per share (the foregoing clauses (i) through (v) referred to collectively as the “Transactions”). The Company’s 2021 Incentive Award Plan became effective on the date immediately prior to the date the Company’s registration statement was filed in connection with the IPO and will govern the terms of stock options and RSUs granted after the IPO. As the performance based vesting conditions for stock options and RSUs granted under the 2015 Stock Plan were satisfied upon the IPO, the Company expects to recognize stock-based compensation expense of $370 million, representing the proportion of the requisite service period for stock options and RSUs that was elapsed as of the IPO, during the fourth quarter of 2021. The unrecognized compensation expense remaining after the IPO for stock options and RSUs granted under the 2015 Stock Plan will be recognized ratably as the remaining requisite service period passes. In October 2021, the Company approved the funding of Forever by Rivian, Inc., the Company’s social welfare organization. As a result, the Company donated 8,244,312 shares of Class A common stock to Forever by Rivian, Inc. upon the close of the IPO. The Company expects to recognize an expense in the amount of approximately $643 million for this donation in the fourth quarter of 2021. 2021 Convertible Notes As a result of the IPO, the 2021 Convertible Notes were automatically converted into shares of Class A common stock, as noted in the Initial Public Offering section above. 2021 ESPP In November 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP is designed to allow eligible employees to purchase shares of Class A common stock at a 15% discount, at periodic intervals, with their accumulated payroll deductions. The maximum number of shares of Class A common stock which will be authorized for sale under the 2021 ESPP is equal to the sum of (i) 22,197,528 shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1% of the aggregate number of shares of all classes of our common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the Company’s board of directors; provided, however, that no more than 185,000,000 shares of our Class A common stock may be issued under the 2021 ESPP. The shares reserved for issuance under the 2021 ESPP may be authorized but unissued shares or reacquired shares.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) regarding interim financial reporting, and do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes as of and for the year ended December 31, 2020 as disclosed in the Company’s prospectus, dated November 9, 2021, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act on November 12, 2021 (the “Prospectus”) in connection with the Company’s initial public offering (“IPO”).
Basis of Consolidation	The Company consolidates entities that are controlled as a result of having a controlling financial interest in those entities. Intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Accounting estimates are an integral part of the consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, and expenses in the period presented. The Company believes that the accounting estimates and related assumptions employed by the Company are appropriate and the resulting balances are reasonable under the circumstances. However, due to the inherent uncertainties involved in making estimates, the actual results could differ from the original estimates, requiring adjustments to these balances in future periods.
Cash and Cash Equivalents	Cash and cash equivalents include cash on hand, cash in banks, and money market funds with maturities of three months or less. All short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates are classified as cash equivalents.
Restricted Cash	Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in “Other current assets” and “Other assets” on the Company’s Condensed Consolidated Balance Sheets
Inventory and Inventory Valuation	Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work-in-progress, and finished goods. The Company primarily computes cost using standard cost, which approximates cost on the first-in, first-out (“FIFO”) basis. Net realizable value (“NRV”) is the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods.
Cost of Vehicle Revenue	Cost of vehicle revenue includes direct parts, material and labor costs, manufacturing overhead (e.g., depreciation of machinery and tooling), inbound shipping and logistics costs, and reserves for estimated warranty costs. Cost of vehicle revenue also includes adjustments to write down the carrying value of inventory when it exceeds its estimated NRV and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand.
Fair Value Measurement	A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable • Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable
Research and Development Costs	Research and development (“R&D”) costs consist primarily of personnel costs for teams in engineering and research, prototyping expenses, contract and professional services, amortized equipment costs, and allocation of indirect costs. R&D costs are expensed as incurred.
Marketing, Advertising, and Promotion	Marketing, advertising, and promotion costs are included as part of Selling, general, and administrative expense in the Conde nsed C onsolidated S tatement of O perations
Concentration of Risk	Counterparty Credit Risk Financial instruments that potentially subject the Company to concentration of counterparty credit risk consist of cash and cash equivalents, deposits, and loans. As of December 31, 2020 and September 30, 2021, all of the Company’s cash and cash equivalents were placed at financial institutions that management believes are of high credit quality. These amounts are typically in excess of insured limits. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of parts or components for the Company’s products. Any inability of the Company’s suppliers to deliver necessary product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material and adverse impact on Rivian’s business, growth prospects, and financial and operating results.
Accounting Pronouncements Recently Adopted	ACCOUNTING PRONOUNCEMENTS RECENTLY ADOPTED In August 2020, the FASB issued Accounting Standards Update (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU simplifies (i) the accounting for convertible financing instruments issued, including preferred stock, (ii) the derivatives scope exception for contracts in an entity’s own equity, and (iii) the calculation of earnings per share. Early adoption by private companies is permissible, and the Company elected to early adopt the new accounting standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and disclosures.
Property, Plant and Equipment, Net	Property, plant, and equipment are recorded at cost, net of accumulated depreciation and impairments. Costs incurred for routine maintenance and repair are expensed when incurred. The Company capitalizes certain qualified costs incurred in connection with the development of internal-use software. Costs incurred during the application development stage are evaluated to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities, including maintenance, are expensed as incurred.Property, plant, and equipment are primarily depreciated using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the period of lease or the life of the asset, whichever is shorter, using the straight-line method. Capitalized costs related to internal-use software are amortized using the straight-line method over the estimated useful life of the asset. Land is not depreciated.
Fair Value Assumptions	The Company estimates the fair value of each stock option award using a Black-Scholes option pricing model. Prior to the three months ended September 30, 2021, the fair value of RSUs was measured on the grant date based on an independent appraisal of the fair market value of the Company’s common stock. The independent appraisal used a market approach with an adjustment for lack of marketability given that the shares underlying the awards were not publicly traded (see Note 14 “Subsequent Events” for updates concerning the Company’s November 2021 IPO). This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, business risks, liquidity of ordinary shares, operating history, and prospects. In light of the difference between the fair value of a share of the Company’s common stock applicable to stock options and RSUs granted during the three months ended September 30, 2021, based on an independent appraisal, and initial information received in estimation of the Company’s IPO price range as well as the proximity of such grants to the IPO, the Company established the fair value of a share of the Company’s common stock applicable to stock options and RSUs granted from July 20, 2021 onward using a straight-line interpolation from the July 20, 2021 fair value estimated using an independent appraisal to the midpoint of the initial price range in order to calculate unrecognized stock-based compensation expense (see Note 14 “Subsequent Events”
Commitments and Contingencies	Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the related amount can be reasonably estimated. If an amount within the range of loss appears at the time to be a better estimate than any other amount within the range, that amount is accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued. If a loss is reasonably possible and the loss or range of loss cannot be reasonably estimated, the Company discloses the possible loss or states that such an estimate cannot be made .
Net Loss Per Share	The Company’s basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period after allocating losses to equity awards deemed to be participating securities pursuant to the two-class method. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares outstanding assuming dilution. Specifically, diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, unvested RSUs, stock warrants, and convertible debt to the extent dilutive.

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	The following table summarizes the components of “Property, plant, and equipment, net” (in millions): Estimated Useful Lives December 31, 2020 September 30, 2021 Land, buildings, and building improvements 10 to 30 years $ 88 $ 260 Leasehold improvements Shorter of 10 years or lease term 51 151 Machinery, equipment, vehicles, and office furniture 5 to 15 years 88 1,327 Computer equipment, hardware, and software 3 to 10 years 51 147 Construction in progress 1,205 1,092 Total property, plant, and equipment 1,483 2,977 Accumulated depreciation and amortization (38) (121) Total property, plant, and equipment, net $ 1,445 $ 2,856

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The carrying value of debt outstanding under the Term Facility Agreement was as follows (in millions): December 31, 2020 September 30, 2021 Long-term debt $ 79 $ — Less: Unamortized debt issuance costs (4) — Note payable, less unamortized debt issuance costs 75 — Less: Current portion (28) — Total note payable, less current portion $ 47 $ —
Debt Securities, Trading, and Equity Securities, FV-NI	The change in fair value of the 2021 Convertible Notes as of September 30, 2021 was as follows (in millions): 2021 Convertible Notes Proceeds received upon issuance $ 2,500 Loss on issuance 549 Issue-date estimated fair value 3,049 Gain on change in fair value (91) Fair value as of September 30, 2021 $ 2,958 September 30, 2021 Fair value (carrying amount) Unpaid principal balance Loss on excess of fair value over unpaid principal 2021 Convertible Notes $ 2,958 $ 2,500 $ 458
Fair Value Measurement Inputs and Valuation Techniques	Selected inputs into the Monte Carlo simulation as of the issuance date (July 23, 2021) and September 30, 2021 were as follows: July 23, 2021 September 30, 2021 Range Weighted-Average Range Weighted-Average Low High Low High Conversion discount 15% 30% 18% 15% 30% 16% Volatility 55.0% 55.0% 55.0% 52.5% 52.5% 52.5% Dividend yield —% —% —% —% —% —% Risk-free rate 0.1% 0.3% 0.1% —% 0.3% —% Expected term (in years) 0.4 5.0 1.0 0.3 4.8 0.6

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2021
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities were as follows (in millions): December 31, 2020 September 30, 2021 Accrued purchases $ 389 $ 446 Accrued payroll 44 62 Other 10 32 Total accrued liabilities $ 443 $ 540

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	The following table summarizes the expenses incurred for the three and nine months ended September 30, 2020 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Research and development $ 1 $ 1 $ 2 $ 11 Selling, general, and administrative 1 — 2 1 Total $ 2 $ 1 $ 4 $ 12

CONTINGENTLY REDEEMABLE CONVE_2

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2021
Temporary Equity And Stockholders' Equity Disclosure [Abstract]
Temporary Equity	Contingently redeemable convertible preferred stock consisted of the following as of December 31, 2020 (in millions, except share amounts): Contingently Redeemable Convertible Preferred Stock Shares Authorized Shares Outstanding Carrying Value Liquidation Value Common Stock Issuable Upon Conversion Series A 117,527,250 117,527,250 $ 600 $ 600 117,527,250 Series B 65,904,000 65,904,000 500 500 65,904,000 Series C 42,231,150 38,508,100 350 350 38,508,100 Series D 120,997,772 120,836,866 1,297 1,297 120,836,866 Series E 161,394,452 161,175,124 2,497 2,497 161,175,124 Total contingently redeemable convertible preferred stock 508,054,624 503,951,340 $ 5,244 $ 5,244 503,951,340 Contingently redeemable convertible preferred stock consisted of the following as of September 30, 2021 (in millions, except share amounts): Contingently Redeemable Convertible Preferred Stock Shares Authorized Shares Outstanding Carrying Value Liquidation Value Common Stock Issuable Upon Conversion Series A 117,527,250 117,527,250 $ 600 $ 600 117,527,250 Series B 65,904,000 65,904,000 500 500 65,904,000 Series C 42,231,150 38,508,100 350 350 38,508,100 Series D 120,836,866 120,836,866 1,297 1,297 120,836,866 Series E 161,175,124 161,175,124 2,497 2,497 161,175,124 Series F 71,913,170 71,913,170 2,650 2,650 71,913,170 Total contingently redeemable convertible preferred stock 579,587,560 575,864,510 $ 7,894 $ 7,894 575,864,510

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following common stock equivalents were excluded in the calculation of net loss per diluted share because their effects were anti-dilutive (in millions): Three months ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Stock warrants 12 12 12 12 Contingently redeemable convertible preferred stock 504 576 504 576 Total 516 588 516 588
Schedule of Earnings Per Share, Basic and Diluted	A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in millions, except per share data): Three Months Ended September 30, Nine months ended September 30, 2020 2021 2020 2021 Net loss attributable to Rivian $ (288) $ (1,233) $ (665) $ (2,227) Net loss attributable to common stockholders $ (288) $ (1,233) $ (665) $ (2,227) Denominator Weighted-average common shares outstanding - basic 100 101 100 101 Effect of dilutive securities - stock warrants, nonvested RSUs and stock options, and 2021 Convertible Notes — — — — Weighted-average common shares outstanding - diluted 100 101 100 101 Basic net loss per share $ (2.88) $ (12.21) $ (6.65) $ (22.05) Diluted net loss per share $ (2.88) $ (12.21) $ (6.65) $ (22.05)

PRESENTATION AND NATURE OF OP_2

PRESENTATION AND NATURE OF OPERATIONS (Details)	9 Months Ended
	Sep. 30, 2021segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1
Number of reportable segments	1

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jul. 23, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Restricted cash	$ 49,000,000		$ 49,000,000			$ 32,000,000
Write-down of inventory	31,000,000		31,000,000	$ 0
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketing and promotion costs	7,000,000	$ 1,000,000	11,000,000	$ 3,000,000
2021 Convertible Notes | Convertible Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value (carrying amount)	2,958,000,000		2,958,000,000		$ 2,500,000,000
Money Market Funds | Fair Value, Inputs, Level 1 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 4,983,000,000		$ 4,983,000,000			$ 2,782,000,000

PROPERTY, PLANT, AND EQUIPMEN_3

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 2,977	$ 1,483
Accumulated depreciation and amortization	(121)	(38)
Total property, plant, and equipment, net	2,856	1,445
Land, buildings, and building improvements
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 260	88
Land, buildings, and building improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	10 years
Land, buildings, and building improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	30 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 151	51
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	10 years
Machinery, equipment, vehicles, and office furniture
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 1,327	88
Machinery, equipment, vehicles, and office furniture | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	5 years
Machinery, equipment, vehicles, and office furniture | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	15 years
Computer equipment, hardware, and software
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 147	51
Computer equipment, hardware, and software | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	3 years
Computer equipment, hardware, and software | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives (in years)	10 years
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 1,092	$ 1,205

PROPERTY, PLANT, AND EQUIPMEN_4

PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 49	$ 7	$ 84	$ 17
Total property, plant, and equipment	2,977		2,977		$ 1,483
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 1,092		$ 1,092		$ 1,205

LEASES (Details)

LEASES (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Leases [Abstract]
Operating lease liability, current	$ 37		$ 18
Cash paid for operating leases	23	$ 9
Operating lease costs	$ 26	$ 6

DEBT - Term Facility Agreement

DEBT - Term Facility Agreement (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Line of Credit | Term Facility Agreement
Line of Credit Facility [Line Items]
Long-term debt	$ 0	$ 79,000,000

DEBT - Schedule of Term Facilit

DEBT - Schedule of Term Facility Agreement (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: Current portion	$ 0	$ (28,000,000)
Term Facility Agreement | Line of Credit
Debt Instrument [Line Items]
Long-term debt	0	79,000,000
Less: Unamortized debt issuance costs	0	(4,000,000)
Note payable, less unamortized debt issuance costs	0	75,000,000
Less: Current portion	0	(28,000,000)
Total note payable, less current portion	$ 0	$ 47,000,000

DEBT - ABL Facility (Details)

DEBT - ABL Facility (Details) - ABL Facility - Line of Credit - USD ($)	Sep. 30, 2021	May 31, 2021
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capcity		$ 750,000,000
Long-term debt	$ 0
Remaining borrowing capacity	550,000,000
Letter of Credit
Line of Credit Facility [Line Items]
Long-term debt	$ 63,000,000

DEBT - 2021 Convertible Notes (

DEBT - 2021 Convertible Notes (Details) - Convertible Debt - 2021 Convertible Notes	1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 31, 2021$ / shares	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)	Jul. 23, 2021USD ($)
Debt Instrument [Line Items]
Fair value (carrying amount)		$ 2,958,000,000	$ 2,958,000,000	$ 2,500,000,000
Conversion price (in USD per share) | $ / shares	$ 71.03
Conversion ratio	0.85
Fair value (carrying amount)		3,049,000,000	3,049,000,000
Loss on issuance		549,000,000	549,000,000
Gain on change in fair value			$ (91,000,000)
Cash interest payments		$ 0
Minimum
Debt Instrument [Line Items]
Stated interest rate (as a percent)	0.00%
Maximum
Debt Instrument [Line Items]
Stated interest rate (as a percent)	5.00%

DEBT - Change in Fair Value of

DEBT - Change in Fair Value of 2021 Convertible Notes (Details) - 2021 Convertible Notes - Convertible Debt $ in Millions	9 Months Ended
	Sep. 30, 2021USD ($)
Debt Instrument [Line Items]
Proceeds received upon issuance	$ 2,500
Loss on issuance	549
Fair value (carrying amount)	3,049
Gain on change in fair value	$ (91)

DEBT - Difference Between Fair

DEBT - Difference Between Fair Value and Unpaid Principal Balance (Details) - Convertible Debt - 2021 Convertible Notes - USD ($)	1 Months Ended	9 Months Ended
	Jul. 31, 2021	Sep. 30, 2021	Jul. 23, 2021
Debt Instrument [Line Items]
Fair value (carrying amount)		$ 2,958,000,000	$ 2,500,000,000
Proceeds received upon issuance		$ 2,500,000,000
Loss on excess of fair value over unpaid principal	$ 458,000,000

DEBT - Significant Inputs (Deta

DEBT - Significant Inputs (Details)	Sep. 30, 2021yr	Jul. 23, 2021yr
Minimum | Conversion discount
Debt Instrument [Line Items]
Debt instrument, measurement input	0.15	0.15
Minimum | Volatility
Debt Instrument [Line Items]
Debt instrument, measurement input	0.525	0.550
Minimum | Dividend yield
Debt Instrument [Line Items]
Debt instrument, measurement input	0	0
Minimum | Risk-free rate
Debt Instrument [Line Items]
Debt instrument, measurement input	0	0.001
Minimum | Expected term (in years)
Debt Instrument [Line Items]
Debt instrument, measurement input	0.3	0.4
Maximum | Conversion discount
Debt Instrument [Line Items]
Debt instrument, measurement input	0.30	0.30
Maximum | Volatility
Debt Instrument [Line Items]
Debt instrument, measurement input	0.525	0.550
Maximum | Dividend yield
Debt Instrument [Line Items]
Debt instrument, measurement input	0	0
Maximum | Risk-free rate
Debt Instrument [Line Items]
Debt instrument, measurement input	0.003	0.003
Maximum | Expected term (in years)
Debt Instrument [Line Items]
Debt instrument, measurement input	4.8	5
Weighted Average | Conversion discount
Debt Instrument [Line Items]
Debt instrument, measurement input	0.16	0.18
Weighted Average | Volatility
Debt Instrument [Line Items]
Debt instrument, measurement input	0.525	0.550
Weighted Average | Dividend yield
Debt Instrument [Line Items]
Debt instrument, measurement input	0	0
Weighted Average | Risk-free rate
Debt Instrument [Line Items]
Debt instrument, measurement input	0	0.001
Weighted Average | Expected term (in years)
Debt Instrument [Line Items]
Debt instrument, measurement input	0.6	1

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued purchases	$ 446	$ 389
Accrued payroll	62	44
Other	32	10
Total accrued liabilities	$ 540	$ 443

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Taxes [Line Items]
Provision for income taxes	$ 0	$ 0	$ 0	$ 0
Maximum
Income Taxes [Line Items]
Provision for income taxes	$ 0	$ 0	$ 0	$ 0

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)		114,000,000
Compensation expense		$ 0
Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite period (in years)	6 years
Granted (in shares)	27,000,000
Value of options granted	$ 241,000,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite period (in years)		4 years
Vesting period (in years)		4 years
Vested (in shares)		0
Unrecognized compensation expense		$ 1,389,000,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite period (in years)		4 years
Vesting period (in years)		4 years
Vested (in shares)		0
Unrecognized compensation expense			$ 322,000,000
Modified shares outstanding (in shares)		32,000,000	17,000,000	7,000,000

RELATED PARTY TRANSACTIONS - Na

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Jul. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
2021 Convertible Notes | Amazon | Senior Notes
Related Party Transaction [Line Items]
Fair value (carrying amount)				$ 490
2021 Convertible Notes | Ford | Senior Notes
Related Party Transaction [Line Items]
Fair value (carrying amount)				415
2021 Convertible Notes | T Rowe Price | Senior Notes
Related Party Transaction [Line Items]
Fair value (carrying amount)				$ 400
Investor
Related Party Transaction [Line Items]
Fair value of warrants						$ 11
Affiliated Entity
Related Party Transaction [Line Items]
Accrued liabilities	$ 8		$ 8		$ 27
Affiliated Entity | Research and development
Related Party Transaction [Line Items]
Expenses	$ 16	$ 30	$ 49

RELATED PARTY TRANSACTIONS - Sc

RELATED PARTY TRANSACTIONS - Schedule of Expenses (Details) - Investor - Hosting Services - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Related Party Transaction [Line Items]
Expenses	$ 1	$ 2	$ 12	$ 4
Research and development
Related Party Transaction [Line Items]
Expenses	1	1	11	2
Selling, general, and administrative
Related Party Transaction [Line Items]
Expenses	$ 0	$ 1	$ 1	$ 2

CONTINGENTLY REDEEMABLE CONVE_3

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Narrative (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Shares issued (in shares)	1,000,000
Shares exchanged, value	$ 1	$ 2	$ 1
Common stock issued (in shares)	101,518,666				101,518,666		101,327,571
Common stock outstanding (in shares)	101,518,666	101,000,000	101,000,000	100,000,000	101,518,666	100,000,000	101,327,571	100,000,000	100,000,000	100,000,000
Shares issued (in shares)			72,000,000	161,000,000	71,913,170	161,394,452
Shares issued			$ 2,650	$ 2,500	$ 2,700	$ 2,500
Dividends					0		$ 0
Mezzanine equity	$ 7,900				$ 7,900		$ 5,200
Preferred stock, issued (in shares)	575,864,510				575,864,510
Shares outstanding (in shares)	575,864,510				575,864,510
Common Stock
Class of Stock [Line Items]
Shares issued (in shares)					321,304	0
Shares exchanged, value					$ 4

CONTINGENTLY REDEEMABLE CONVE_4

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Contingently Redeemable Preferred Stock (Details) - USD ($) $ in Millions	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Shares authorized (in shares)	579,587,560			508,054,624
Shares outstanding (in shares)	575,864,510	576,000,000	576,000,000	503,951,340	504,000,000	343,000,000	343,000,000	343,000,000
Carrying Value	$ 7,894	$ 7,894	$ 7,894	$ 5,244	$ 5,250	$ 2,750	$ 2,750	$ 2,750
Liquidation Value	$ 7,894			$ 5,244
Common Stock Issuable Upon Conversion	575,864,510			503,951,340
Series A
Class of Stock [Line Items]
Shares authorized (in shares)	117,527,250			117,527,250
Shares outstanding (in shares)	117,527,250			117,527,250
Carrying Value	$ 600			$ 600
Liquidation Value	$ 600			$ 600
Common Stock Issuable Upon Conversion	117,527,250			117,527,250
Series B
Class of Stock [Line Items]
Shares authorized (in shares)	65,904,000			65,904,000
Shares outstanding (in shares)	65,904,000			65,904,000
Carrying Value	$ 500			$ 500
Liquidation Value	$ 500			$ 500
Common Stock Issuable Upon Conversion	65,904,000			65,904,000
Series C
Class of Stock [Line Items]
Shares authorized (in shares)	42,231,150			42,231,150
Shares outstanding (in shares)	38,508,100			38,508,100
Carrying Value	$ 350			$ 350
Liquidation Value	$ 350			$ 350
Common Stock Issuable Upon Conversion	38,508,100			38,508,100
Series D
Class of Stock [Line Items]
Shares authorized (in shares)	120,836,866			120,997,772
Shares outstanding (in shares)	120,836,866			120,836,866
Carrying Value	$ 1,297			$ 1,297
Liquidation Value	$ 1,297			$ 1,297
Common Stock Issuable Upon Conversion	120,836,866			120,836,866
Series E
Class of Stock [Line Items]
Shares authorized (in shares)	161,175,124			161,394,452
Shares outstanding (in shares)	161,175,124			161,175,124
Carrying Value	$ 2,497			$ 2,497
Liquidation Value	$ 2,497			$ 2,497
Common Stock Issuable Upon Conversion	161,175,124			161,175,124
Series F
Class of Stock [Line Items]
Shares authorized (in shares)	71,913,170
Shares outstanding (in shares)	71,913,170
Carrying Value	$ 2,650
Liquidation Value	$ 2,650
Common Stock Issuable Upon Conversion	71,913,170

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Loss contingency, accrual	$ 19	$ 21
Minimum
Loss Contingencies [Line Items]
Loss contingency, estimate	19
Maximum
Loss Contingencies [Line Items]
Loss contingency, estimate	$ 21

NET LOSS PER SHARE - Antidiluti

NET LOSS PER SHARE - Antidilutive Securities (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive scurities	588	516	588	516
Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive scurities	12	12	12	12
Contingently redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive scurities	576	504	576	504

NET LOSS PER SHARE - Narrative

NET LOSS PER SHARE - Narrative (Details) - shares	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020
Stock options
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares outstanding (in shares)	67,000,000		39,000,000
RSUs
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Unvested restricted stock units (in shares)	32,000,000	17,000,000	7,000,000

NET LOSS PER SHARE - Basic and

NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator
Net loss attributable to Rivian	$ (1,233)	$ (580)	$ (414)	$ (288)	$ (200)	$ (177)	$ (2,227)	$ (665)
Net loss attributable to common stockholders	$ (1,233)			$ (288)			$ (2,227)	$ (665)
Denominator
Weighted average common shares outstanding - basic (in shares)	101			100			101	100
Effect of dilutive securities - warrants, nonvested RSUs, stock options, convertible notes (in shares)	0			0			0	0
Weighted average common shares outstanding - diluted (in shares)	101			100			101	100
Basic net loss per share (in USD per share)	$ (12.21)			$ (2.88)			$ (22.05)	$ (6.65)
Diluted net loss per share (in USD per share)	$ (12.21)			$ (2.88)			$ (22.05)	$ (6.65)

SUBSEQUENT EVENTS - 2026 Notes

SUBSEQUENT EVENTS - 2026 Notes (Details) - Notes 2026 - Senior Notes - Subsequent Event - USD ($) $ in Millions	Nov. 15, 2021	Oct. 08, 2021	Dec. 15, 2021
Subsequent Event [Line Items]
Fair value (carrying amount)		$ 1,250
Issue discount		$ 25
Maturity term (in years)		5 years
Variable rate, floor (as a percent)		1.00%
Basis spread on variable rate (as a percent)	5.63%	6.00%
Redemption (as a percent)		100.00%
Deposit assets			$ 275
T Rowe Price
Subsequent Event [Line Items]
Fair value (carrying amount)		$ 285

SUBSEQUENT EVENTS - Stock Optio

SUBSEQUENT EVENTS - Stock Options Modified (Details) - Subsequent Event shares in Millions, $ in Millions	1 Months Ended
	Oct. 31, 2021USD ($)shares
Subsequent Event [Line Items]
Stock options modified | shares	6
Unrecognized compensation costs | $	$ 265

SUBSEQUENT EVENTS - Initial Pub

SUBSEQUENT EVENTS - Initial Public Offering (Details) - USD ($)	Nov. 15, 2021	Oct. 31, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Compensation expense			$ 0
Subsequent Event
Subsequent Event [Line Items]
Gross proceeds from IPO	$ 13,539,000,000
Compensation expense	$ 370,000,000
Shares donated (in shares)		8,244,312
Donation expense		$ 643,000,000
Subsequent Event | 2021 Convertible Notes
Subsequent Event [Line Items]
Convertible notes converted into common stock (in shares)	37,707,390
Conversion price (in USD per share)	$ 66.30
Subsequent Event | Common Class C Warrants
Subsequent Event [Line Items]
Warrants converted (in shares)	3,723,050
Exercise Price (in USD per share)	$ 9.09
Subsequent Event | Common Class A Warrants
Subsequent Event [Line Items]
Warrants converted (in shares)	250,000
Exercise Price (in USD per share)	$ 5.66
Subsequent Event | IPO
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	175,950,000
Price per share (in USD per share)	$ 78
Subsequent Event | IPO | Common Class A
Subsequent Event [Line Items]
Shares converted (in shares)	575,864,510
Subsequent Event | Over-Allotment Option
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	22,950,000
Subsequent Event | IPO, Shares From Existing Stockholder | Common Class B
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	7,825,000

SUBSEQUENT EVENTS - ESPP (Detai

SUBSEQUENT EVENTS - ESPP (Details) - shares	Nov. 08, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Shares reserved for issuance (in shares)		114,000,000
Subsequent Event | Employee Stock
Subsequent Event [Line Items]
Employee discount (as a percent)	15.00%
Shares reserved for issuance (in shares)	22,197,528
Share based payment award percentage of outstanding shares	1.00%
Subsequent Event | Maximum | Employee Stock
Subsequent Event [Line Items]
Shares reserved for issuance (in shares)	185,000,000