Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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, $0.001 par value per share | |
Trading Symbol | RIVN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001874178 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 908,365,900 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,825,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets, Current [Abstract] | ||
Cash and cash equivalents (Note 2) | $ 14,923,000,000 | $ 18,133,000,000 |
Accounts receivable, net (Note 2) | 62,000,000 | 26,000,000 |
Inventory (Note 2) | 655,000,000 | 274,000,000 |
Other current assets | 92,000,000 | 126,000,000 |
Total current assets | 15,732,000,000 | 18,559,000,000 |
Property, plant, and equipment, net (Note 3) | 3,526,000,000 | 3,183,000,000 |
Operating lease assets, net | 286,000,000 | 228,000,000 |
Other non-current assets | 627,000,000 | 324,000,000 |
Total assets | 20,171,000,000 | 22,294,000,000 |
Current liabilities: | ||
Accounts payable | 732,000,000 | 483,000,000 |
Accrued liabilities (Note 5) | 777,000,000 | 667,000,000 |
Customer deposits | 92,000,000 | 74,000,000 |
Current portion of lease liabilities and other current liabilities | 152,000,000 | 89,000,000 |
Total current liabilities | 1,753,000,000 | 1,313,000,000 |
Non-current portion of long-term debt (Note 4) | 1,228,000,000 | 1,226,000,000 |
Non-current lease liabilities | 275,000,000 | 218,000,000 |
Other non-current liabilities | 47,000,000 | 23,000,000 |
Total liabilities | 3,303,000,000 | 2,780,000,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2021 and June 30, 2022 (Note 10) | 0 | 0 |
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 900 and 916 shares issued and outstanding as of December 31, 2021 and June 30, 2022, respectively (Note 10) | 1,000,000 | 1,000,000 |
Additional paid-in capital | 26,547,000,000 | 25,887,000,000 |
Accumulated deficit | (9,679,000,000) | (6,374,000,000) |
Accumulated other comprehensive loss | (1,000,000) | 0 |
Total stockholders' equity | 16,868,000,000 | 19,514,000,000 |
Total liabilities and stockholders' equity | $ 20,171,000,000 | $ 22,294,000,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 |
Common stock, shares issued (in shares) | 916,000,000 | 900,000,000 |
Common stock, shares outstanding (in shares) | 916,000,000 | 900,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues (Note 2) | $ 364 | $ 0 | $ 459 | $ 0 |
Cost of revenues | 1,068 | 0 | 1,665 | 0 |
Gross profit | (704) | 0 | (1,206) | 0 |
Operating expenses | ||||
Research and development | 543 | 394 | 1,090 | 683 |
Selling, general, and administrative | 461 | 186 | 991 | 307 |
Total operating expenses | 1,004 | 580 | 2,081 | 990 |
Loss from operations | (1,708) | (580) | (3,287) | (990) |
Interest income | 22 | 0 | 25 | 1 |
Interest expense (Note 4) | (24) | (1) | (46) | (6) |
Other income, net | 1 | 1 | 6 | 1 |
Loss before income taxes | (1,709) | (580) | (3,302) | (994) |
Provision for income taxes | (3) | 0 | (3) | 0 |
Net loss | (1,712) | (580) | (3,305) | (994) |
Net loss attributable to common stockholders, basic | (1,712) | (580) | (3,305) | (994) |
Net loss attributable to common stockholders, diluted | $ (1,712) | $ (580) | $ (3,305) | $ (994) |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.89) | $ (5.74) | $ (3.66) | $ (9.84) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.89) | $ (5.74) | $ (3.66) | $ (9.84) |
Weighted-average common shares outstanding, basic (in shares) | 908 | 101 | 904 | 101 |
Weighted-average common shares outstanding, diluted (in shares) | 908 | 101 | 904 | 101 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,712) | $ (580) | $ (3,305) | $ (994) |
Other comprehensive loss | (1) | 0 | (1) | 0 |
Comprehensive loss | $ (1,713) | $ (580) | $ (3,306) | $ (994) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 504,000,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 5,244,000,000 | ||||
Contingently Redeemable Convertible Preferred Stock | |||||
Capital stock issuance (in shares) | 72,000,000 | ||||
Capital stock issuance | $ 2,650,000,000 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 576,000,000 | ||||
Ending balance at Mar. 31, 2021 | $ 7,894,000,000 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 101,000,000 | ||||
Beginning balance at Dec. 31, 2020 | $ (1,384,000,000) | $ 0 | $ 302,000,000 | $ (1,686,000,000) | $ 0 |
Stockholders' (Deficit) Equity | |||||
Capital stock issuance | 1,000,000 | 1,000,000 | |||
Net loss | $ (414,000,000) | (414,000,000) | |||
Ending balance (in shares) at Mar. 31, 2021 | 101,000,000 | ||||
Ending balance at Mar. 31, 2021 | $ (1,797,000,000) | 0 | 303,000,000 | (2,100,000,000) | 0 |
Beginning balance (in shares) at Dec. 31, 2020 | 504,000,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 5,244,000,000 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 576,000,000 | ||||
Ending balance at Jun. 30, 2021 | $ 7,894,000,000 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 101,000,000 | ||||
Beginning balance at Dec. 31, 2020 | $ (1,384,000,000) | 0 | 302,000,000 | (1,686,000,000) | 0 |
Stockholders' (Deficit) Equity | |||||
Other comprehensive loss | 0 | ||||
Net loss | $ (994,000,000) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 101,000,000 | ||||
Ending balance at Jun. 30, 2021 | $ (2,375,000,000) | 0 | 305,000,000 | (2,680,000,000) | 0 |
Beginning balance (in shares) at Mar. 31, 2021 | 576,000,000 | ||||
Beginning balance at Mar. 31, 2021 | $ 7,894,000,000 | ||||
Contingently Redeemable Convertible Preferred Stock | |||||
Capital stock issuance (in shares) | 0 | ||||
Capital stock issuance | $ 0 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 576,000,000 | ||||
Ending balance at Jun. 30, 2021 | $ 7,894,000,000 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 101,000,000 | ||||
Beginning balance at Mar. 31, 2021 | $ (1,797,000,000) | 0 | 303,000,000 | (2,100,000,000) | 0 |
Stockholders' (Deficit) Equity | |||||
Capital stock issuance | 2,000,000 | 2,000,000 | |||
Other comprehensive loss | 0 | ||||
Net loss | $ (580,000,000) | (580,000,000) | |||
Ending balance (in shares) at Jun. 30, 2021 | 101,000,000 | ||||
Ending balance at Jun. 30, 2021 | $ (2,375,000,000) | 0 | 305,000,000 | (2,680,000,000) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | ||||
Ending balance at Mar. 31, 2022 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 900,000,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,514,000,000 | $ 1,000,000 | 25,887,000,000 | (6,374,000,000) | 0 |
Stockholders' (Deficit) Equity | |||||
Capital stock issuance (in shares) | 1,000,000 | ||||
Capital stock issuance | 1,000,000 | 1,000,000 | |||
Stock-based compensation | 338,000,000 | 338,000,000 | |||
Net loss | $ (1,593,000,000) | (1,593,000,000) | |||
Ending balance (in shares) at Mar. 31, 2022 | 901,000,000 | ||||
Ending balance at Mar. 31, 2022 | $ 18,260,000,000 | $ 1,000,000 | 26,226,000,000 | (7,967,000,000) | 0 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||
Beginning balance at Dec. 31, 2021 | $ 0 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||
Ending balance at Jun. 30, 2022 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 900,000,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,514,000,000 | 1,000,000 | 25,887,000,000 | (6,374,000,000) | 0 |
Stockholders' (Deficit) Equity | |||||
Other comprehensive loss | (1,000,000) | ||||
Net loss | $ (3,305,000,000) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 916,000,000 | ||||
Ending balance at Jun. 30, 2022 | $ 16,868,000,000 | 1,000,000 | 26,547,000,000 | (9,679,000,000) | (1,000,000) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||
Beginning balance at Mar. 31, 2022 | $ 0 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||
Ending balance at Jun. 30, 2022 | $ 0 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 901,000,000 | ||||
Beginning balance at Mar. 31, 2022 | $ 18,260,000,000 | $ 1,000,000 | 26,226,000,000 | (7,967,000,000) | 0 |
Stockholders' (Deficit) Equity | |||||
Capital stock issuance (in shares) | 15,000,000 | ||||
Capital stock issuance | 57,000,000 | 57,000,000 | |||
Stock-based compensation | 264,000,000 | 264,000,000 | |||
Other comprehensive loss | (1,000,000) | (1,000,000) | |||
Net loss | $ (1,712,000,000) | (1,712,000,000) | |||
Ending balance (in shares) at Jun. 30, 2022 | 916,000,000 | ||||
Ending balance at Jun. 30, 2022 | $ 16,868,000,000 | $ 1,000,000 | $ 26,547,000,000 | $ (9,679,000,000) | $ (1,000,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (3,305) | $ (994) |
Depreciation and amortization | 279 | 35 |
Stock-based compensation | 559 | 0 |
Inventory write-downs and losses on firm purchase commitments | 301 | 0 |
Other non-cash activities | 63 | 8 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (37) | 0 |
Inventory | (620) | (10) |
Other current assets | 18 | (5) |
Other non-current assets | (19) | (5) |
Accounts payable and accrued liabilities | 421 | 111 |
Customer deposits | 18 | 10 |
Other current liabilities | 52 | 0 |
Other non-current liabilities | 32 | (1) |
Net cash used in operating activities | (2,238) | (851) |
Cash flows from investing activities: | ||
Capital expenditures | (777) | (871) |
Net cash used in investing activities | (777) | (871) |
Cash flows from financing activities: | ||
Proceeds from issuance of capital stock including employee stock purchase plan | 58 | 2,653 |
Principal payments and other financing activities | (2) | (85) |
Net cash provided by financing activities | 56 | 2,568 |
Effect of exchange rate changes on cash and cash equivalents | (1) | 0 |
Net change in cash | (2,960) | 846 |
Cash, cash equivalents, and restricted cash—Beginning of period | 18,423 | 3,011 |
Cash, cash equivalents, and restricted cash—End of period | 15,463 | 3,857 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Capital expenditures included in liabilities | 358 | 425 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 84 | $ 86 |
PRESENTATION AND NATURE OF OPER
PRESENTATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRESENTATION AND NATURE OF OPERATIONS | PRESENTATION AND NATURE OF OPERATIONS Description and Organization Rivian Automotive, Inc. (together with its consolidated subsidiaries, “Rivian” or the “Company”) was incorporated as a Delaware corporation on March 26, 2015. Rivian was formed for the purpose of designing, developing, manufacturing, and selling category-defining electric vehicles (”EVs”), accessories, and related services directly to customers in the consumer and commercial markets. The nature of the Company’s operations during the six months ended June 30, 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 nature of the Company’s operations during the six months ended June 30, 2022 was primarily the production and sale of EVs in the United States of America (“United States”). Basis of Presentation - Interim Financial Statements The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”). Initial Public Offering In November 2021, the Company completed its underwritten initial public offering (“IPO”) of approximately 176 million shares of Class A common stock at a public offering price of $78.00 per share. The net proceeds to the Company from the IPO were $13.5 billion. See Note 10 “Stockholders' Equity and Net Loss Per Share” to our condensed consolidated financial statements included in this Form 10-Q for more information regarding the IPO. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. The Company 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, actual results could differ from original estimates, requiring adjustments to these amounts in future periods. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, payments due from financial institutions for the settlement of credit card and debit card transactions, and short-term, highly liquid investments with maturities of three months or less. The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using observable inputs that reflect quoted prices in active markets for identical instruments. The cost of the Company’s cash equivalents approximated their fair values as of December 31, 2021 and June 30, 2022. The following table presents the fair value of the Company’s “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2021 June 30, 2022 Cash $ 5,438 $ 2,656 Money market funds 11,827 10,655 Certificates of deposit 450 461 Commercial papers 268 651 United States Treasury securities 150 500 Total cash and cash equivalents $ 18,133 $ 14,923 Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are classified as restricted cash and are primarily recorded in “Other non-current assets” on the Company’s Condensed Consolidated Statements of Operations . Restricted cash primarily consists of the balance of an account under the dominion and control of the administrative agent under the Company’s senior secured asset-based revolving credit facility (“ABL Facility”), which will be used to repay outstanding borrowings under the ABL Facility if certain specified events of default occur. See Note 4 “Debt” to our condensed consolidated financial statements included in this Form 10-Q for more information on the ABL Facility. Total restricted cash was $290 million and $540 million as of December 31, 2021 and June 30, 2022, respectively. Accounts Receivable, Net Receivables are reported at the invoiced amount, less an allowance for any potentially uncollectible amounts. The Company had no allowance for uncollectible amounts as of December 31, 2021 and June 30, 2022. Inventory and Inventory Valuation Inventory is stated at the lower of cost or net realizable value (“LCNRV”). Net realizable value (“NRV”) is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The following table summarizes the components of “Inventory ” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2021 June 30, 2022 Raw materials $ 236 $ 488 Work in progress 9 60 Finished goods 29 107 Total inventory $ 274 $ 655 The Company recorded a $301 million charge to reflect the LCNRV of inventory and losses on firm purchase commitments as of June 30, 2022 in “Cost of revenues” in the Company’s Condensed Consolidated Statements of Operations . Derivative Instruments In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either Other current assets or Current portion of lease liabilities and other current liabilities and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices in active markets. For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes. The Company has entered into commodity contracts, and the resulting liability is not material as of June 30, 2022. The aggregate notional amount of these derivatives was $69 million as of June 30, 2022. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the three and six months ended June 30, 2022, gains and losses resulting from changes in fair value were not material. Revenues The Company primarily recognizes revenue from the sale of EVs. Revenue from the sale of EVs is generally recognized upon delivery, when control of the EV transfers to the customer. Payment for EV sales is generally due upon delivery, and an insignificant amount of revenue is recognized after delivery for performance obligations satisfied over time. Sales are subject to a right of return and involve variable consideration for certain sales to employees. The expected value of variable consideration is used to estimate the transaction price. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of revenue recognized will not occur. The transaction price is allocated based on the estimated relative standalone selling price of each performance obligation. The Company utilizes directly observable standalone selling prices when possible. If not available, the standalone selling prices are estimated using appropriate methods, such as the “adjusted market assessment” approach, “expected cost plus a margin” approach, and others. Contract Liabilities The Company recognizes contract liabilities when payments are received or due before the related performance obligation is satisfied. The Company’s contract liabilities exclude fully-refundable customer deposits. The Company’s contract liabilities were not material as of December 31, 2021 and June 30, 2022, and were recorded primarily in “Current portion of lease liabilities and other current liabilities” on the Condensed Consolidated Balance Sheets . 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, restricted cash, deposits, derivatives, and loans. The Company is exposed to credit risk to the extent that its cash balance with a financial institution is in excess of Federal Deposit Insurance Company insurance limits. The degree of counterparty credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. Management evaluates and approves credit standards and oversees the credit risk management function related to investments. As of December 31, 2021 and June 30, 2022, all of the Company’s cash and cash equivalents were placed at financial institutions that management believes are of high credit quality. These balances are typically in excess of insured limits. Supply Risk The Company is subject to risks related to its dependence on 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. |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): Estimated Useful Lives December 31, 2021 June 30, 2022 Land, buildings, and building improvements 10 to 30 years (a) $ 429 $ 522 Leasehold improvements Shorter of 10 years or lease term 191 241 Machinery, equipment, vehicles, and office furniture 3 to 15 years 1,856 2,119 Computer equipment, hardware, and software 3 to 10 years 180 276 Construction in progress 760 891 Total property, plant, and equipment 3,416 4,049 Accumulated depreciation and amortization (233) (523) Total property, plant, and equipment, net $ 3,183 $ 3,526 (a) Land is not depreciated . Depreciation and amortization expense was $21 million and $161 million for the three months ended June 30, 2021 and 2022, respectively, and $35 million and $279 million for the six months ended June 30, 2021 and 2022, respectively. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes the Company’s outstanding debt (in millions): Maturity December 31, 2021 June 30, 2022 Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 7.0 % $ 1,250 7.6 % Total long term debt 1,250 1,250 Less unamortized discount and debt issuance costs (24) (22) Notes payable, less unamortized discount and debt issuance costs 1,226 1,228 Less: Current portion — — Total note payable, less current portion $ 1,226 $ 1,228 Term Facility In April 2018, the Company entered into a variable rate Term Facility Agreement (“Term Facility”). In February 2021, the Company paid all outstanding amounts related to the Term Facility. Interest on the Term Facility was paid based on the London Interbank Offered Rate (“LIBOR”) plus 4.3%. The Company’s obligations under the Term Facility were backed by guarantees, including from an affiliate of a stockholder of the Company. In connection with the Term Facility, the Company issued common stock warrants to the affiliate of the stockholder on the date thereof. The common stock warrants were classified as a debt issuance cost, recorded as an increase to Additional paid-in capital, and subsequently amortized over the periods the Term Facility was outstanding. ABL Facility In May 2021, the Company, through various of its subsidiaries, entered into an ABL Facility with a syndicate of banks that may be used for general corporate purposes. 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 which bear a fronting fee of 0.125% plus interest per annum. As of June 30, 2022, the Company had no borrowings under the ABL Facility and $244 million of letters of credit outstanding, resulting in availability under the ABL Facility of $503 million after giving effect to the borrowing base and the outstanding letters of credit. As of June 30, 2022, the Company was in compliance with all covenants required by the ABL Facility. 2026 Notes In October 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) to new and existing investors of the Company. As of June 30, 2022, the Company was in compliance with all covenants required by the 2026 Notes, and the contractual interest rate was 7.19%. The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices in markets that are not active. As of December 31, 2021 and June 30, 2022, the carrying value of the 2026 Notes approximated their fair value. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The carrying value of “Accrued liabilities” on the Condensed Consolidated Balance Sheets includes the following components (in millions): December 31, 2021 (a) June 30, 2022 Capital expenditures $ 311 $ 270 Other products and services 182 152 Payroll and related costs 95 184 Inventory 28 129 Other 51 42 Total accrued liabilities $ 667 $ 777 (a) The prior period has been recast to conform to current period presentation. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company’s provision for income taxes was not material for the three and six months ended June 30, 2021 and 2022. The Company’s effective tax rate was 0% for the three and six months ended June 30, 2021 and 2022. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Plans The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”) permit the grant of stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. As of June 30, 2022, 85 million and 146 million shares were reserved for issuance under the 2015 Stock Plan and 2021 Stock Plan, respectively. As of June 30, 2022, 29 million shares were reserved for issuance under the 2021 Employee Stock Purchase Plan (“ESPP”). In April 2022, the Company granted approximately 10 million RSUs to its existing employees. The RSUs generally vest in quarterly installments based on a requisite service period of four years of continuous service, and the grant date fair value of the awards was $355 million. Because no awards granted under the 2015 Stock Plan vested, were expected to vest, or were exercisable prior to the IPO, the Company recognized no stock-based compensation cost during the three and six months ended June 30, 2021. The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and ESPP by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended Six Months Ended Cost of revenues $ 13 $ 23 Research and development 115 253 Selling, general, and administrative 114 283 Total stock-based compensation expense $ 242 $ 559 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 2026 Notes The 2026 Notes were issued to new and existing investors, including certain funds and accounts advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”), a principal stockholder of the Company, with an aggregate $285 million principal amount (refer to Note 4 "Debt" for more information about the 2026 Notes). Operating Expenses The Company obtains prototyping, engineering, and other research and development (“R&D”) services from a wholly-owned subsidiary of Ford Motor Company (together with its affiliates, “Ford”). Until May 2022, Ford was a principal stockholder and related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests. During the five months ended May 31, 2022, the expense for services from Ford that the Company recognized in “Research and development”in the Condensed Consolidated Statement of Operations was not material. As of June 30, 2022, Ford is no longer a related party. The Company obtains data services, including hosting, storage, and compute, from Amazon.com, Inc. and its affiliates (collectively, “Amazon”), a principal stockholder of the Company. The Company recognized expenses related to these services of $7 million and $15 million during the three months ended June 30, 2021 and 2022, respectively, and $11 million and $34 million during the six months ended June 30, 2021 and 2022, respectively, in “Research and development” and “Selling, general, and administrative”, in the Condensed Consolidated Statements of Operations . As of December 31, 2021 and June 30, 2022, the unpaid amounts related to these services were not material. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company is involved in legal proceedings, primarily related to employment matters, securities laws, and supplier contracts. While it is not possible to predict the outcome of these matters with certainty, the Company has recorded an estimated liability for unsettled obligations pertaining to legal proceedings of $17 million and $10 million as of December 31, 2021 and June 30, 2022, respectively, within “Accrued liabilities” on the Condensed Consolidated Balance Sheets . The Company has estimated the range of unsettled obligations, with the high end of the range at approximately $19 million and the low end of the range not materially different from the estimated liability recorded. The estimated liability is not reduced by expected recoveries from third parties, and the majority of the matters for which an estimated liability has been recorded are expected to be resolved during the year ending December 31, 2022. |
STOCKHOLDERS' EQUITY AND NET LO
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity And Earnings Per Share [Abstract] | |
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | STOCKHOLDERS’ EQUITY AND NET LOSS PER SHARE The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2021 and June 30, 2022, 892 million and 908 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2021 and June 30, 2022, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2021 and June 30, 2022, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized. Upon the close of the IPO , all outstanding shares of contingently redeemable convertible preferred stock converted into shares of Class A common stock. As of December 31, 2021 and June 30, 2022, no shares of preferred stock were outstanding and 10 million shares of preferred stock were authorized. Because the rights of the holders of Class A and Class B common stock, including liquidation and dividend rights, are identical except with respect to voting and conversion rights, undistributed earnings are allocated on a proportionate basis. As a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis. Prior to the IPO, the Company considered shares of contingently redeemable convertible preferred stock to be participating securities because they participated in any dividends declared on the Company's common stock on an “if-converted to common stock” basis. Holders of contingently redeemable convertible preferred stock did not participate in the net loss per share with common stockholders, as they did not have a contractual obligation to share in the Company's losses. Diluted net loss per share is computed by giving effect to all potential shares of common stock to the extent dilutive, including stock options, unvested RSUs, shares underlying the Company’s ESPP, and stock warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, in the case of stock options with a market condition. The number of potential shares of common stock outstanding during each period that were excluded from the computation of diluted net loss per share is as follows (in millions): Three and Six Months Ended 2021 2022 Stock warrants 12 12 Contingently redeemable convertible preferred stock 576 — Stock options 66 63 RSUs and ESPP shares 23 41 Total 677 116 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 June 30, Six Months Ended June 30, 2021 2022 2021 2022 Numerator Net loss attributable to Rivian $ (580) $ (1,712) $ (994) $ (3,305) Net loss attributable to common stockholders, basic and diluted $ (580) $ (1,712) $ (994) $ (3,305) Denominator Weighted-average Class A and Class B common shares outstanding - basic 101 908 101 904 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 101 908 101 904 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (5.74) $ (1.89) $ (9.84) $ (3.66) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Interim Financial Statements | The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial information. Accordingly, they do not include all disclosures, including certain notes, required by U.S. GAAP on an annual reporting basis. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”). |
Use of Estimates | Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. The Company 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, actual results could differ from original estimates, requiring adjustments to these amounts in future periods. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand, cash in banks, payments due from financial institutions for the settlement of credit card and debit card transactions, and short-term, highly liquid investments with maturities of three months or less. The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using observable inputs that reflect quoted prices in active markets for identical instruments. |
Restricted Cash | Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are classified as restricted cash and are primarily recorded in “Other non-current assets” on the Company’s Condensed Consolidated Statements of Operations |
Accounts Receivable, Net | Receivables are reported at the invoiced amount, less an allowance for any potentially uncollectible amounts. |
Inventory and Inventory Valuation | Inventory is stated at the lower of cost or net realizable value (“LCNRV”). Net realizable value (“NRV”) is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. |
Derivative Instruments | In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either Other current assets or Current portion of lease liabilities and other current liabilities and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices in active markets. For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes. |
Revenues | The Company primarily recognizes revenue from the sale of EVs. Revenue from the sale of EVs is generally recognized upon delivery, when control of the EV transfers to the customer. Payment for EV sales is generally due upon delivery, and an insignificant amount of revenue is recognized after delivery for performance obligations satisfied over time. Sales are subject to a right of return and involve variable consideration for certain sales to employees. The expected value of variable consideration is used to estimate the transaction price. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of revenue recognized will not occur. The transaction price is allocated based on the estimated relative standalone selling price of each performance obligation. The Company utilizes directly observable standalone selling prices when possible. If not available, the standalone selling prices are estimated using appropriate methods, such as the “adjusted market assessment” approach, “expected cost plus a margin” approach, and others. Contract Liabilities |
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, restricted cash, deposits, derivatives, and loans. The Company is exposed to credit risk to the extent that its cash balance with a financial institution is in excess of Federal Deposit Insurance Company insurance limits. The degree of counterparty credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. Management evaluates and approves credit standards and oversees the credit risk management function related to investments. As of December 31, 2021 and June 30, 2022, all of the Company’s cash and cash equivalents were placed at financial institutions that management believes are of high credit quality. These balances are typically in excess of insured limits. Supply Risk The Company is subject to risks related to its dependence on 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents the fair value of the Company’s “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2021 June 30, 2022 Cash $ 5,438 $ 2,656 Money market funds 11,827 10,655 Certificates of deposit 450 461 Commercial papers 268 651 United States Treasury securities 150 500 Total cash and cash equivalents $ 18,133 $ 14,923 |
Schedule of Inventory, Current | The following table summarizes the components of “Inventory ” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2021 June 30, 2022 Raw materials $ 236 $ 488 Work in progress 9 60 Finished goods 29 107 Total inventory $ 274 $ 655 The Company recorded a $301 million charge to reflect the LCNRV of inventory and losses on firm purchase commitments as of June 30, 2022 in “Cost of revenues” in the Company’s Condensed Consolidated Statements of Operations . |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): Estimated Useful Lives December 31, 2021 June 30, 2022 Land, buildings, and building improvements 10 to 30 years (a) $ 429 $ 522 Leasehold improvements Shorter of 10 years or lease term 191 241 Machinery, equipment, vehicles, and office furniture 3 to 15 years 1,856 2,119 Computer equipment, hardware, and software 3 to 10 years 180 276 Construction in progress 760 891 Total property, plant, and equipment 3,416 4,049 Accumulated depreciation and amortization (233) (523) Total property, plant, and equipment, net $ 3,183 $ 3,526 (a) Land is not depreciated . |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company’s outstanding debt (in millions): Maturity December 31, 2021 June 30, 2022 Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 7.0 % $ 1,250 7.6 % Total long term debt 1,250 1,250 Less unamortized discount and debt issuance costs (24) (22) Notes payable, less unamortized discount and debt issuance costs 1,226 1,228 Less: Current portion — — Total note payable, less current portion $ 1,226 $ 1,228 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The carrying value of “Accrued liabilities” on the Condensed Consolidated Balance Sheets includes the following components (in millions): December 31, 2021 (a) June 30, 2022 Capital expenditures $ 311 $ 270 Other products and services 182 152 Payroll and related costs 95 184 Inventory 28 129 Other 51 42 Total accrued liabilities $ 667 $ 777 (a) The prior period has been recast to conform to current period presentation. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and ESPP by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended Six Months Ended Cost of revenues $ 13 $ 23 Research and development 115 253 Selling, general, and administrative 114 283 Total stock-based compensation expense $ 242 $ 559 |
STOCKHOLDERS' EQUITY AND NET _2
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity And Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential shares of common stock outstanding during each period that were excluded from the computation of diluted net loss per share is as follows (in millions): Three and Six Months Ended 2021 2022 Stock warrants 12 12 Contingently redeemable convertible preferred stock 576 — Stock options 66 63 RSUs and ESPP shares 23 41 Total 677 116 |
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 June 30, Six Months Ended June 30, 2021 2022 2021 2022 Numerator Net loss attributable to Rivian $ (580) $ (1,712) $ (994) $ (3,305) Net loss attributable to common stockholders, basic and diluted $ (580) $ (1,712) $ (994) $ (3,305) Denominator Weighted-average Class A and Class B common shares outstanding - basic 101 908 101 904 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 101 908 101 904 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (5.74) $ (1.89) $ (9.84) $ (3.66) |
PRESENTATION AND NATURE OF OP_2
PRESENTATION AND NATURE OF OPERATIONS (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended |
Nov. 30, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |
Gross proceeds from IPO | $ | $ 13,500 |
IPO | |
Class of Stock [Line Items] | |
Number of shares issued in transaction (in shares) | shares | 176 |
Price per share (in dollars per share) | $ / shares | $ 78 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Derivative [Line Items] | |||
Restricted cash | $ 540,000,000 | $ 290,000,000 | |
Allowance for credit loss | 0 | $ 0 | |
Inventory write-downs and losses on firm purchase commitments | 301,000,000 | $ 0 | |
Commodity Contract | Not Designated as Hedging Instrument, Economic Hedge | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 69,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Cash Equivalents (Details) - Fair Value, Recurring - Fair Value, Inputs, Level 1 - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 14,923 | $ 18,133 |
Cash | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 2,656 | 5,438 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 10,655 | 11,827 |
Certificates of deposit | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 461 | 450 |
Commercial papers | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 651 | 268 |
US Treasury Securities | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 500 | $ 150 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Raw materials | $ 488 | $ 236 |
Work in progress | 60 | 9 |
Finished goods | 107 | 29 |
Total inventory | $ 655 | $ 274 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 4,049 | $ 3,416 |
Accumulated depreciation and amortization | (523) | (233) |
Total property, plant, and equipment, net | $ 3,526 | 3,183 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 10 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 30 years | |
Land, buildings, and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 522 | 429 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 241 | 191 |
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 | $ 2,119 | 1,856 |
Machinery, equipment, vehicles, and office furniture | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (in years) | 3 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 | $ 276 | 180 |
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 | $ 891 | $ 760 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 161 | $ 21 | $ 279 | $ 35 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total long term debt | $ 1,250 | $ 1,250 |
Less unamortized discount and debt issuance costs | (22) | (24) |
Notes payable, less unamortized discount and debt issuance costs | 1,228 | 1,226 |
Less: Current portion | 0 | 0 |
Non-current portion of long-term debt (Note 4) | 1,228 | 1,226 |
Notes 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long term debt | $ 1,250 | $ 1,250 |
Effective interest rate (as a percent) | 7.60% | 7% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 1 Months Ended | ||||
Apr. 30, 2018 | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | May 31, 2021 | |
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 1,228,000,000 | $ 1,226,000,000 | |||
Term Facility Agreement | Line of Credit | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis spread on variable rate (as a percent) | 4.30% | ||||
ABL Facility | Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 750,000,000 | ||||
Fronting fee (as a percent) | 0.125% | ||||
Long-term debt | 0 | ||||
Remaining borrowing capacity | 503,000,000 | ||||
ABL Facility | Letter of Credit | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Letters of credit outstanding, amount | $ 244,000,000 | ||||
Notes 2026 | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount | $ 1,250,000,000 | ||||
Stated interest rate (as a percent) | 7.19% |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Capital expenditures | $ 270 | $ 311 |
Other products and services | 152 | 182 |
Payroll and related costs | 184 | 95 |
Inventory | 129 | 28 |
Other | 42 | 51 |
Total accrued liabilities | $ 777 | $ 667 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate (as a percent) | 0% | 0% | 0% | 0% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 14, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based payment arrangement, expense | $ 242,000,000 | $ 0 | $ 559,000,000 | $ 0 | ||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance (in shares) | 29,000,000 | 29,000,000 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted (in shares) | 10,000,000 | |||||
Requisite period (in years) | 4 years | |||||
Grant date fair value | $ 355,000,000 | |||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | |||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | |||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | |||||
Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Four | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 25% | |||||
Stock Plan 2015 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance (in shares) | 85,000,000 | 85,000,000 | ||||
Outstanding awards vested, expected to vest, or exercisable (in shares) | 0 | |||||
Stock Plan 2021 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for issuance (in shares) | 146,000,000 | 146,000,000 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 242,000,000 | $ 0 | $ 559,000,000 | $ 0 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 13,000,000 | 23,000,000 | ||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 115,000,000 | 253,000,000 | ||
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 114,000,000 | $ 283,000,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2021 | |
Notes 2026 | Senior Notes | |||||
Related Party Transaction [Line Items] | |||||
Principal amount | $ 1,250 | ||||
T. Rowe Price Associates, Inc. | Notes 2026 | Senior Notes | |||||
Related Party Transaction [Line Items] | |||||
Principal amount | $ 285 | ||||
Affiliated Entity | Hosting, Storage, and Compute Services | Amazon | |||||
Related Party Transaction [Line Items] | |||||
Expenses | $ 15 | $ 7 | $ 34 | $ 11 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Loss contingency, accrual | $ 10 | $ 17 |
Maximum | ||
Loss Contingencies [Line Items] | ||
Estimated litigation liability | $ 19 |
STOCKHOLDERS' EQUITY AND NET _3
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - shares | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 916,000,000 | 901,000,000 | 900,000,000 | 101,000,000 | 101,000,000 | 101,000,000 |
Common stock, shares issued (in shares) | 916,000,000 | 900,000,000 | ||||
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||
Common Class A | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 908,000,000 | 892,000,000 | ||||
Common stock, shares issued (in shares) | 908,000,000 | 892,000,000 | ||||
Common stock, shares authorized (in shares) | 3,500,000,000 | 3,500,000,000 | ||||
Common Class B | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 8,000,000 | 8,000,000 | ||||
Common stock, shares issued (in shares) | 8,000,000 | 8,000,000 | ||||
Common stock, shares authorized (in shares) | 8,000,000 | 8,000,000 |
STOCKHOLDERS' EQUITY AND NET _4
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 116,000,000 | 677,000,000 | 116,000,000 | 677,000,000 |
Stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 12,000,000 | 12,000,000 | 12,000,000 | 12,000,000 |
Contingently redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 576,000,000 | 0 | 576,000,000 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 63,000,000 | 66,000,000 | 63,000,000 | 66,000,000 |
RSUs and ESPP shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 41,000,000 | 23,000,000 | 41,000,000 | 23,000,000 |
STOCKHOLDERS' EQUITY AND NET _5
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||||
Net loss attributable to Rivian | $ (1,712) | $ (1,593) | $ (580) | $ (414) | $ (3,305) | $ (994) |
Net loss attributable to common stockholders, basic | (1,712) | (580) | (3,305) | (994) | ||
Net loss attributable to common stockholders, diluted | $ (1,712) | $ (580) | $ (3,305) | $ (994) | ||
Denominator | ||||||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 908 | 101 | 904 | 101 | ||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 | ||
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 908 | 101 | 904 | 101 | ||
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.89) | $ (5.74) | $ (3.66) | $ (9.84) | ||
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.89) | $ (5.74) | $ (3.66) | $ (9.84) |